GENERAL TERMS OF USE (“ToU”)
Last revised: 2025-05-20
These Terms of Use (the “ToU”) govern the access and use of the Platform by any authorized natural person (the “User”) acting on behalf of the legal entity (the “Company”) which has entered into a commercial agreement with MergerCircle SAS, a company registered in France under the SIREN 984963728 and VAT number FR81984963728, with its registered office located at 231 rue Saint-Honoré 75001 Paris, France (“MergerCircle”). The User / Company and MergerCircle may be referred collectively to as “the Parties” or individually as “The Party” for the purpose of these ToU.
When first logging in on the Platform, the User acknowledges and accepts these ToU both in a personal capacity and on behalf of the Company. These ToU form an integral part of the initial agreement binding the Company to MergerCircle. In the event of contradiction between these ToU and the initial agreement, the latter shall prevail.
THE USE OF THE PLATFORM BY THE CLIENT AND ITS USERS IS SUBJECT TO STRICT COMPLIANCE WITH THESE ToU.1. Definitions
The terms defined below, when used in these ToU with a capital letter, whether in the singular or plural form, shall have the meaning set out below :
Account: means the User account on the Platform, as set up by MergerCircle for the Company.
Agreement: means any engagements letter, or agreement or terms and conditions of services entered into by the Company and MergerCircle and which allows the Company to provide its Users with Accounts on the Platform. If the Company is a portfolio company of a private equity fund working with MergerCircle, the Agreement will refer to any agreement entered into by the private equity fund and MergerCircle.
Company: refers to the legal entity which is bound by an Agreement with MergerCircle, allowing the User to access to his Account on its behalf. The Company may also be a portfolio company of a private equity fund which has entered into an Agreement with MergerCircle, where authorized.
Features: means the Platform’s functionalities made available to the User.
IT Support”: means the MergerCircle’s teams in charge of receiving Tickets requiring assistance of the User in case of a technical problem encountered through the use of his Account.
Personal Data: means any information relating to an identified or identifiable natural person, meaning a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Personal Data Regulations: means the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (« GDPR ») and Act n°78-17 of 6 January 1978 on Data Processing, Data Files and Individual Liberties, and all other French or European regulation that may apply for the protection of Personal Data.
Platform: means the MergerCircle’s online proprietary platform edited and hosted by MergerCircle, as described in these ToU and made available to the User in accordance with the Agreement entered into by the Company.
Project: means the Company’s project(s) entrusted to MergerCircle and as described in the Agreement.
Ticket: : means the written request of IT Support made by the User in accordance with the provisions set out in these ToU.
ToU: means the terms and conditions of use of the Platform, as set out in this document.
User: means the authorized representative acting on behalf of the Company and who have been assigned an Account on the Platform.
User Data: means all User’s data, including his Personal Data as (i) provided or uploaded by the User on the Platform or (ii) generated through his use of the Platform. The User Data also includes information, documents, and Company’s data as processed by the User through his use of the Platform.
2. Purpose of the ToU
The ToU provides the conditions under which the User may access and use the Platform. The User’s compliance with these ToU is mandatory and binds the Company to MergerCircle.
Any updates or changes made to these ToU will be notified to the User through his Account. Such update or change to the ToU shall apply as soon as they are published on the Platform. Continued use of the User’s Account shall constitute his acceptance regarding the latest version of the ToU available on the Platform.
3. Duration of the ToU
When logging in on the Platform, the User expressly accepts these ToU, which apply at first connection of the User and until termination of his Account.
4. Description of the Platform and its Features
What the Platform does. The Platform aims to provide the User with a dedicated interface that allows, for each Project he is assigned to, to monitor the Company’s Targets, track new information provided by MergerCircle regarding Targets or the Project, and generally interact with MergerCircle’s teams, where applicable.
Through his Account, the User may have access to all or part of the following Features:
Strategic Insights: allows the User to efficiently monitor all identified Targets over time, based on growth margins, headcount or specific criteria defined by the Company.
Business Context: allow the User to activate real-time market insights, including alerts on ownership changes, Targets entering ideal size range, news tracking, etc.
Collaborative Intelligence: allows the User to work asynchronously to eliminate information silos while maintaining a single source of truth with version control and up-to-date data.
The Platform is provided “as is” by MergerCircle. This means that MergerCircle is free to discretionarily add, modify or withdraw any Features on the Platform. Some of the Features described above may be available or under development by MergerCircle. Additionally, such
3. Duration of the ToU
Features may be included in the standard Platform fee, as described in these ToU, or may be subject to additional fees of which the Client will be notified prior to their activation.
What the Platform does not do. The User understands that neither the Platform nor any of its Features encompass advising or assisting the Company in the negotiation, structuring or completion of agreements with any Targets. The Platform is not intended to provide any financial, tax, legal, regulatory, accounting or any other specialized or technical advice or services to the Company regarding a Project.
5. Access to the Platform
The Platform is available at: app.mergercircle.com. By clicking on the link, the User will be redirected towards the login page of the Platform. The User will then be able to access his Account using his personal login details.
6. Account creation, connection of the User and duration of use of the Platform
Creation of the User Account. The Company is the sole initiator of any request made to MergerCircle regarding the creation of an Account for a User. Therefore, the Company is the only decision-maker concerning Users who may be authorized to access the Platform. Request for creation of an Account shall be subject to MergerCircle’s approval. Users shall be the Company’s employee or authorized representative (e.g., private equity fund’s employee acting as representative on a Project).
In order to create a User Account, the Company will communicate necessary information regarding the User to allow MergerCircle to proceed with the creation of the Account, such as the name, job title and email address of the User.
The User is informed that the Company shall remain solely responsible to determine the scope of access rights assigned to each of its Users. Such scope shall be determined in particular regarding to the Project(s) the User is assigned to by the Company.
Connection to the User Account. When login in for the first time, the User will receive an automatic email by MergerCircle providing temporary login details. At first connection, the User will need to provide his email address, and create a strong password for future Account logins.
Login details are strictly personal and confidential. They will be required for each connection of the User to his Account. Under no circumstances may they be communicated or shared by the User with third parties, including other Users or Company’s representatives, which the User acknowledges and accepts.
Where password should be forgotten by the User, he will have the possibility to generate a new password by clicking on “Forgotten Password” in the login page of the Platform. The User will need to communicate the professional email address linked to his Account to reset his password.
The User expressly recognizes that he is solely responsible for the use of his login details by third parties and for any actions carried out through his Account, whether fraudulent or not. In the event of a suspected or proven unauthorized use of his Account, the User undertakes to immediately notify the Company and request assistance from the IT Support in accordance with the provisions of these ToU. In the meantime, the User will need to change his password where possible.
Duration of the User Account. The User Account shall remain active as long as the Company or MergerCircle maintains the User’s access. The User’s access to his Account will be terminated at the end of a Project the User has been assigned to or at Company’s discretion, for any reason whatsoever. For more information, the User is invited to directly contact the Company.
7. Conditions of use of the Platform
The Platform is made available to the User for professional use exclusively, within the scope of his activities on behalf of the Company. The User must use the Platform in accordance with its original purpose, instructions that may have been provided by the Company and, where applicable, the documentation provided on the Platform.
The User shall refrain to use the Platform in any other way, especially in a manner that could (i) violate applicable laws or confidentiality / secrecy obligations, (ii) harm or be contrary to public order, (iii) infringe the rights, especially intellectual property rights, of MergerCircle or any other third parties, (iv) damage the Platform’ servers, (v) or interfere in any way whatsoever with the use of the Platform by other Users.
In particular, and without limitation, the User undertakes to comply with the following essential rules during the entire period of use of the Platform:
Communicate or upload adequate and accurate User Data on the Platform and keep it up to date.
Use the Solution fairly and in compliance with applicable laws, regulations and industry standards.
Comply with MergerCircle’s intellectual property rights regarding the Platform, its Features and its contents, as well as third parties’ intellectual rights (such as the Company).
Refrain from disclosing any information, content or data exported from his User Account or the Platform to any unauthorized third parties. For this purpose, the User shall take all precautions to ensure strict confidentiality of all information, content, documents and User data available through his Account.
Refrain from creating or attempting to create copies, decompile or extract, by any means whatsoever, all or part of the Platform and/or its content where this action is not duly authorized by the Company.
Refrain from accessing any Feature or environment on the Platform that is not made directly available to the User within the scope of Project(s) he is assigned to by the Company.
8. Conditions relating to the hosting of the Platform and IT Support
Hosting of the Platform. The Platform is made available in a SaaS format, meaning MergerCircle is providing the services necessary to ensure the hosting and maintenance of the Platform. The Platform is hosted on secure third-party cloud infrastructure selected by MergerCircle MergerCircle undertakes to use hosting providers that implement appropriate technical and organizational measures to ensure the security, integrity and confidentiality of the Platform and its contents, including User Data.
Backups.MergerCircle has implemented regular backups of the Platform and its contents. However, these backups are intended for disaster recovery only and do not constitute a data retention service. Therefore, the Company and the User remain solely responsible for safeguarding User Data.
IT Support:In the event a User experiences a malfunction or anomaly preventing normal use of the Platform or his Account (the “error”) , it may report the incident to MergerCircle by email at : support@mergercircle.com (Object : Request for IT Support).
9. Confidentiality agreement
Definition of Confidential Information. Confidential Information shall include all information provided or made available by the disclosing Party within the course of the use of the Platform by the User, including: all technical data, personal data, trade secrets, know-how, information related to the Targets or the Project(s), financial information, User Data, information relating to the Platform and its content made available to the User, and communications between the User and MergerCircle’s teams. All Confidential Information provided to the receiving Party in the course of these ToU shall remain the exclusive property of the disclosing Party.
Commitments relating to the Confidential Information. The receiving Party undertakes, as an essential commitment under these ToU, to take all necessary measures to keep strictly confidential all Confidential Information it may access within the context of these ToU. To achieve this purpose, the receiving Party:
Ensures the protection of Confidential Information from illegitimate disclosure, applying the same degree of precaution as for its own confidential information.
Refrains from disclosing or using, for any other purpose than those set out in the ToU, such Confidential Information without the prior written consent of the disclosing Party.
- In any event, it is strictly forbidden for the User to communicate any of MergerCircle’s Confidential Information to any of its direct or indirect competitors, within the meaning of French Laws.
Only communicate Confidential Information to authorized recipients which directly need to know it in the context of these ToU or a Project. Such recipients of Confidential Information shall be bound by confidentiality provisions similar to those set out herein.
In any event, it is strictly forbidden for the User to communicate any of MergerCircle’s Confidential Information to any of its direct or indirect competitors, within the meaning of French Laws.
Exclusions regarding confidentiality. The commitments set out herein shall not apply if it is established by the receiving Party that the Confidential Information: (1) has entered the public domain without any breach of its confidentiality commitments set out in this Article, (2) was already known by the receiving Party prior to the User’s access of his Account, and provided that it was not subject to any confidentiality obligation at that time, or (3) was lawfully disclosed from a third party other that the disclosing Party without any breach of applicable secrecy or confidentiality commitment, provided that such information was not obtaine
9. Confidentiality agreement
d by such third-party directly or indirectly from the disclosing Party on a confidential basis.
The receiving Party may disclose Confidential Information where disclosure is required by an order of a competent public authority provided that the receiving Party notifies the disclosing Party, obtains a confidential processing of the Confidential Information and limits such disclosure of Confidential Information to the fullest extent permitted under applicable laws. In such case, User shall immediately inform the Company, which will settle the request with MergerCircle.
Duration of confidentiality commitments.Confidentiality commitments shall remain effective for the entire duration of use of the Platform by the User and for a period of three (3) years from the closure of the last User Account for a Project.
10. Intellectual Property Rights
MergerCircle’s intellectual property rights.The Platform as well as its components, databases, contents and all other assets, with the exception of User Data, are protected by intellectual property rights of which MergerCircle is the rightful owner or over which it holds the necessary authorizations (“MergerCircle’s Assets”).
Consequently, any use, representation, reproduction, modification, distribution, in whole or part, of MergerCircle’s Assets without its prior written authorization is strictly forbidden and unlawful. The conditions under which the User is authorized to use MergerCircle’s Assets are described hereafter.
License of use of the Platform. The Company has subscribed to a non-exclusive and non-transferable license of use allowing the User to use MergerCircle’s Asset within the scope of Features and contents made available through his User Account, and in accordance with these ToU.
This license of use is granted for the duration of activation of the User Account, limited to the scope of Project(s) he has been assigned to by the Company, and for the entire world. Financial conditions relating to this license of use are set out in the Agreement. If the Agreement does not mention financial conditions regarding access to the Platform, such access shall be considered granted as complimentary. By this license of use, the User is authorized to access his Accounts and use all available Features provided by the Platform, in particular displaying on screen the content provided by MergerCircle and interacting with MergerCircle’s teams, provided that such use is made in accordance with these ToU.
Any reproduction, representation, modification, adaptation, distribution, broadcast or use of all or part of MergerCircle’s Assets, under any form whatsoever, for other purposes than those set out herein, is strictly forbidden and shall be subject to express prior authorization of MergerCircle. In particular, and without limitation, the User shall refrain from the following actions:
Reproduce and/or represent, download, sell, issue, translate, adapt, exploit, distribute, broadcast and/or communicate, in whole or in part, in any form whatsoever, for commercial or non-commercial purposes, any MergerCircle’s Assets available on the Platform.
Introduce on the Platform any content or items of any nature that could modify or be likely to modify the content or appearance of one or more MergerCircle’s Assets, the presentation or organization of the Platform, by any means whatsoever.
Access or intent to access to MergerCircle’s Assets that are purposefully not made available to the User through his Account.
11. Penalties regarding misconduct of the User
The Company warrants MergerCircle for the User’s compliance to these ToU. Therefore, the User remains fully responsible towards the Company of such compliance.
Any violation of these ToU, especially regarding essential rules such as confidential commitments and MergerCircle’s intellectual property rights, may have damaging consequences, such as the suspension or termination of the User Account on the Platform, the termination of the Agreement, or the initiation of legal proceedings against the Company.
12. Termination of the User Account
Termination at the Company’s initiative.The Company may request MergerCircle to terminate the User Account at any time. The User is not authorized to directly request termination of his Account but will be informed of the Company’s decision and process implemented to terminate his Account. Once the Account has been terminated, the User will no longer have the possibility to access his Account and the Platform, as his login details will be deactivated.
The User is informed that the Company is the sole decision-maker regarding the activation and termination of the User Account. In this respect, the User is invited to contact the Company directly for any question relating to his User Account.
MergerCircle may, at any time, terminate any User Account on the Platform if (i) complimentary access granted to the Company on the Platform has expired, or if (ii) the Agreement or Project under which the Account was created is terminated. MergerCircle will notify the Company of such termination of the Account. Where access has been granted as complimentary, the Company may request MergerCircle to return all User Data in a standard format, such as Excel or CSV file. Such request must be made within ten (10) days following notice of Account termination, by Company representative and by writing to: support@mergercircle.com (Object : Retrieval of User Data after Account termination). Otherwise, MergerCircle will proceed with definitive deactivation and the Company will not be able to retrieve User Data.
Termination at MergerCircle’s initiative. MergerCircle may, at any time, terminate any User Account on the Platform if (i) complimentary access granted to the Company on the Platform has expired, or if (ii) the Agreement or Project under which the Account was created is terminated. MergerCircle will notify the Company of such termination of the Account. Where access has been granted as complimentary, the Company may request MergerCircle to return all User Data in a standard format, such as Excel or CSV file. Such request must be made within ten (10) days following notice of Account termination, by Company representative and by writing to: support@mergercircle.com (Object : Retrieval of User Data after Account termination). Otherwise, MergerCircle will proceed with definitive deactivation and the Company will not be able to retrieve User Data.
Termination for misconductAny breach to these ToU may result in the temporary suspension or definitive termination of the User Account, without any compensation whatsoever for the User or the Company. Where applicable, MergerCircle and the Company will handle the consequences of a misconduct of a User in accordance with the Agreement. Whether the Account is subject to temporary suspension or definitive termination, the User will no longer be able to access the Platform.
13. Security of the Platform
MergerCircle undertakes to provide best efforts to apply security measures that aim to ensure the confidentiality, availability, integrity and security of the User Data and content stored on the Platform. The User acknowledges that the Platform and his User Account may not be available in case of maintenance operations carried out on the Platform to ensure its development or proper performance. The User will be informed through his Account of any planned maintenance operation that could result in a temporary unavailability of his Account or the Platform.
14. Protection of Personal Data
The use of the Platform by the User may involve the processing of his Personal Data by MergerCircle, acting as the data processor of the Company, the latter being the data controller within the meaning of Data Protection Regulation. malfunctions of the User’s Internet service provider, Internet network congestion or any other cause beyond the control of MergerCir
The Company and MergerCircle have entered into a data processing agreement in accordance with the provisions set out by Article 28 of the GDPR. Information relating to the processing of the User’s Personal Data and his rights must be provided by the Company, which is solely responsible for such information.
15. Liability
MergerCircle’s liability. MergerCircle shall provide best-efforts regarding the availability and security of the Platform and User Data. As a result, and to the fullest extent permitted by applicable laws, MergerCircle shall not be held responsible for (i) any loss of User Data or content made available on the Platform, alteration, destruction or any other damages to the User’s terminal or computer system or that of a third party resulting from the User’s browsing of the Platform or use of the Features; and/or (ii) any malfunction, inability to access, poor conditions of use of the Platform due to unsuitable equipment, internal malfunctions of the User’s due to unsuitable equipment, internal malfunctions of the Users Internet service provider, Internet network con gestion or any other cause beyond the control of MergerCircle.
In all circumstances, the User is informed that further conditions regarding MergerCircle’s liability towards the Platform may apply in accordance with the Agreement. The Company remains the exclusive contractual party for MergerCircle. Therefore, MergerCircle’s liability can only be sought by the Company, where applicable.
User’s liability. The User remains solely responsible for its use and browse of the Platform, its Features as well as User Data communicated or uploaded through his User Account. The User is entirely responsible for the availability, performance and security of the terminal or equipment used to access the Platform and his Account. In particular, the User is solely responsible for: the adequacy and accuracy of User Data, the use of the Platform and its Features as well as the confidentiality of his login details. Finally, confidentiality commitments and compliance with MergerCircle’s intellectual property rights shall be deemed essential regarding the provision of the User Account by MergerCircle.
In all circumstances, the User is informed that he is acting on behalf of the Company. Consequently, he understands that his responsibilities under these ToU binds the Company towards MergerCircle.
16. Miscellaneous
Communication with the User.: The User Account allows for the User to be regularly informed on new Features or events affecting the Platform, such as updates, maintenance operations, etc. Notifications will be made through his Account or email address.
Independence of provisions: If any provision of these ToU were to be found invalid under any applicable law or court order, it shall be deemed unwritten without affecting the validity of the remaining provisions of these ToU. The remaining provisions of the ToU shall remain in full force and effect as if the invalid provision(s) were not contained herein.
Non-waiver. : The fact that MergerCircle does not claim the application of one or more provision(s) as set out in these ToU, or acknowledges its breach by the User, whether permanently or temporarily, shall not be interpreted as a waiver by MergerCircle to the benefit of said provision(s).
Applicable Law and dispute resolution. : These ToU are governed by French Laws, to the extent permitted by national, European or international laws. Any dispute arising out of or in connection with these ToU shall be subject to the Agreement entered into between the Company and MergerCircle.