Terms and Conditions of Service
Effective as of: August 26, 2024
1. Introduction
These Terms & Conditions of Service (“Terms”) are made between you and DealMerge Inc. (“DealMerge”), 228 Park Avenue S, #484683, New York, NY 10003.
Please read these Terms carefully as they govern the use of and access to DealMerge’s services, including all of our websites and web-based software applications that incorporate or link to these Terms (collectively, the “DealMerge Service”) and any products, contents, data, graphics or other material, including real estate deal information that is made available through the DealMerge Service (the “Content”).
Use of DealMerge Service is subject to the DealMerge Privacy Policy and additional terms and conditions presented by DealMerge, all of which are made part of and incorporated into these Terms by this reference.
By signing up for, or otherwise using, the DealMerge Service, you agree to these Terms. If you do not agree to these Terms, you must not use the DealMerge Service or access any Content.
Please note that these Terms contain a mandatory arbitration provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings, or class actions of any kind.
2. Authority to Enter into These Terms with DealMerge
The use of DealMerge Service is subject to acceptance of these Terms. To accept these Terms, you must have the legal capacity to do so. By using the DealMerge Service, you affirm that you are 18 years of age, or, if you are not, you have obtained parental or guardian consent to enter into these Terms. Additionally, in order to use the DealMerge Service and access to any Content, you represent that: (i) you reside in the United States; and (ii) any registration and account information you submitted to DealMerge is true, accurate and complete, and you agree to keep it that way at all times.
3. DealMerge’s Responsibility
General Provisions
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DealMerge will (i) make the DealMerge Service, Content and data available to you pursuant to these Terms; (ii) provide applicable standard support to you; (iii) use commercially reasonable efforts to make the DealMerge Service available 24 hours a day, 7 days a week, except for: (a) planned downtime for scheduled maintenances, which DealMerge shall give advanced notice within the DealMerge Service via pop-up message, notification or any other means; and (b) any unavailability caused by circumstances beyond DealMerge’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack. In any event, DealMerge shall use commercially reasonable efforts to make sure the up-time percentage of the DealMerge Service is 99.9%. However, DealMerge reserves the right to change its availability from time to time, without notice or liability.
Protection of Content
DealMerge Service utilizes Amazon Web Service (“AWS”) Cloud Servers and Subpabase for data storage and security. Although we do not have physical safeguard of your data, both AWS and Supabase are SOC 2 compliant, which mean they meet the criteria for security, availability, confidentiality and privacy as defined by the American Institute of Certified Public Accountants. DealMerge Service also includes additional data encryption, role-based access control and daily backup of databases. Additionally, DealMerge Service will not use any confidential information or data for training of AI models and no data is shared with third-party organizations. DealMerge may implement additional measures for preventing access, use, modification or disclosure of the Content by DealMerge personnel except to prevent or address technical problems or as compelled by law or as expressly permitted in writing by you.
4. DealMerge Service
We provide an all-in-one solution, through a monthly subscription (the “Subscriptions”), that enhances organization, collaboration and client interactions. DealMerge Service may include features such as contacts management, leads organization, auto-match capabilities, forecasting and AI capabilities. Some features of the DealMerge Service may require different Subscription levels to access. We may also offer special promotional plans or services.
Free Trial
From time to time, we may offer trials of Subscriptions for a specified period without payment (the “Trial”). Each Trial is made available in connection with a particular Subscription and, in each case, this section on Trial supplements and incorporates by reference the additional terms and conditions for the corresponding Subscription. Each Trial is made available subject to the rules on eligibility, availability and duration and cancellation set forth below.
For each Trial, we may require you to provide your payment details to start the Trial (which will be stored and processed by Stripe in accordance with our Privacy Policy). By providing such details, you agree that we may automatically begin charging you for the Subscription on the first day following the end of the Trial on a monthly recurring basis or other interval that we will disclose to you in advance, unless you cancel before the Trial ends.
See section 7 below for more details.
Third-party Applications, Services and Open-Source Software
DealMerge Service may be integrated with, or otherwise use, third-party applications, websites and services, including AWS, Supbase and Vercel (collectively, the “Third-Party Applications”). Your use of such Third-Party Applications, directly or indirectly, may be subject to additional terms, conditions and policies provided to you by the applicable third party.
5. Usage of DealMerge Service
Establishing an Account
You must create an account to use all or part of the DealMerge Service. Your username and password are for your personal use and should be kept confidential. You understand that you are responsible for all use, including any unauthorized use, of your username and password.
Access to the DealMerge Service
Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant you limited, non-exclusive, revocable permission to use the DealMerge Service and the Content (the “Access”). This Access shall remain in effect unless and until terminated by you or DealMerge. You agree that you will not redistribute, transfer, reverse-engineer, decompile, disassemble, modify or create derivate works of the DealMerge Service or the Content.
The web-based application that is provided in connection with the DealMerge Service is licensed, not sold or transferred to you, and DealMerge retains ownership of all copies of the web-based application and the Content. Additionally, these Terms do not grant you any rights to advertise or otherwise use any DealMerge trademarks, service marks, trade names, logos, domain names and any other features of DealMerge, whether for commercial or non-commercial use.
6. Intellectual Property Rights
Intellectual Property Rights
DealMerge, DealMerge Service, Content, trade names, trademarks, service marks, logos, domain names and any part or element thereof (collectively, “DealMerge IP”) are solely and exclusively owned and operated by DealMerge, its third-party vendors and hosting partners. Your use of DealMerge Service does not grant you any ownership rights or intellectual property rights in DealMerge IP. Any commercial or promotional distribution, publishing or exploitation of DealMerge IP is strictly prohibited unless you have received the express prior written permission from DealMerge or the otherwise applicable rights holder.
Data you Uploaded on the DealMerge Service
You retain ownership of your data when you upload or create it in the DealMerge Service. DealMerge may use your uploaded data in an aggregated and anonymized format for research, educational and other similar purposes. DealMerge may not otherwise use or display your data without your written consent. However, certain features may require us to access your data, such as AI Scanning, Auto Matching and Forecasting. Thus, in order for us to provide you with such features, we do need a limited license from you to that data. Accordingly, you hereby grant to DealMerge a non-exclusive, transferable, sublicensable, royalty-free, irrevocable license to reproduce, make available, perform, analyze, display, modify, create derivative work from and otherwise use any data you uploaded or created, through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created, in connection with the DealMerge Service.
Feedback
If you provide us with any comments, bug reports, feedback, or modifications for DealMerge Service (“Feedback”), DealMerge shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into DealMerge Service. You hereby grant DealMerge a perpetual, irrevocable, nonexclusive, royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use your Feedback for any purpose.
7. Subscriptions
By purchasing a paid Subscription, you acknowledge and agree to these Terms. You can find a description of each Subscription and corresponding features on our website at https://www.dealmerge.com/pricing. A user who purchased a Subscription must only use it for their his or her use and must not share with other people, including household members.
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From time to time, DealMerge may offer other levels of Subscriptions which may include additional features. DealMerge reserves the right to modify the features provided to Subscriptions from time to time and for any reason. DealMerge may withdraw or suspend a particular level of Subscription, in whole or in part, at any time for any reason. After such withdrawal or suspension, your Subscription will be cancelled, and you will no longer be charged. Notwithstanding the foregoing, you will be provided with the option to change to another level of the Subscription.
8. Payment; Cancellation
Billing
Unless otherwise indicated, Subscriptions continue indefinitely until cancelled. You will be billed on a recurring basis on the first day of each billing period and you authorize us to charge your payment method the then-current subscription fee.
Price Changes
DealMerge may from time to time make changes to Subscriptions, including the recurring fees, and will communicate any price changes to you in advance. In general, price changes will take effect at the start of the next billing period. By continuing to use the DealMerge Service after the price change takes effect, you are deemed to accept the new price. If you object to the price change, you can reject the change by stopping use of the DealMerge Services and cancel the Subscription prior to the price change taking effect.
Cancellation
Unless otherwise indicated, cancellation will take effect from the end of the billing period in which you cancel. Upon the cancellation of the Subscription and termination of these Terms, DealMerge shall promptly deactivate your account and/or remove your account in accordance with DealMerge’s Privacy Policy, provided that you have already been presented the option to delete or download your personal information data, in accordance with our Privacy Policy. You must also stop using and prevent further usage of the DealMerge Service.
No refunds or credits shall be given for any partial Subscription period.
9. Free Trial
Trial Eligibility
In general, to be eligible for a Trial, you must be a new subscriber to any and all Subscriptions and not have subscribed to or accepted a Trial of a Subscription at any time in the past. Unless otherwise advertised, you must provide DealMerge with a valid and current payment method. From time to time, DealMerge may implement additional eligibility requirements in connection with a Trial.
Trial Availability
DealMerge will determine your eligibility for a Trial acting reasonably, based on information available to DealMerge. DealMerge reserves the right to modify, suspend or terminate a Trial at any time and for any reason by notice to you and with no liability.
Trial Period
In case of any Trial, the corresponding Trial period shall be fourteen (14) days, subject to Trial availability. Unless canceled before the end of the Trial period, you will automatically become a subscriber to the Subscription that you chose to sign up to under the Trial and the payment method you provided will automatically be charged the then-current recurring price on the first day following the end of the Trial on a monthly recurring basis.
10. Add-on Features
From time to time, DealMerge may roll out add-on services or features to Subscription users. The add-on services or features may have their own terms of use. Certain add-on services or features may have additional eligibility and payment conditions, which, if applicable, will be communicated to you.
11. Customer Support
For customer support with account and payment related questions, please contact the customer support at 800-467-4402 or email at support@dealmerge.com.
If you have any questions concerning the DealMerge Service or these Terms, please contact us at support@dealmerge.com. You may also contact us at the mailing address set forth in the Introduction section of these Terms. Additionally, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the DealMerge Service or to receive further information regarding use of the DealMerge Service.
12. Disclaimers; No Warranty
UNLESS OTHERWISE EXPRESSLY PROVIDED BY DEALMERGE, THE DEALMERGE SERVICE AND ANY CONTENT, SERVICES OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE DEALMERGE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DEALMERGE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.
IN ADDITION, DEALMERGE MAKES NO REPRESENTATION REGARDING, NOR DOES IT WARRANT OR ASSUME ANY RESPONSIBILITY FOR, ANY THIRD-PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT OR ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY ON OR THROUGH THE DEALMERGE SERVICE OR ANY HYPERLINKED WEBSITE.
THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
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13. Indemnification
You agree to defend, indemnify and hold harmless DealMerge and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the DealMerge Service, representations made to DealMerge and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. DealMerge reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify DealMerge, and you agree to cooperate with such defense of these claims.
14. Limitation of Liability
You agree that your sole and exclusive remedy for any problems or dissatisfaction with the DealMerge Service is to delete your account and to stop using the DealMerge Service. You agree that DealMerge has no obligation or liability arising from or related to third-party applications or the content thereof made available through or in connection with the DealMerge Service, and while your relationship with such third-party applications may be governed by separate agreements with such third parties, your sole and exclusive remedy, as with respect to DealMerge, for any problems or dissatisfaction with any third-party applications or the content thereof, is to stop using such third-party applications.
To the fullest extent permitted by applicable law, in no event will DealMerge, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns or suppliers be liable for (i) any indirect, special, incidental, punitive, exemplary or consequential damages; or (ii) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use of or inability to use the DealMerge Service, third-party applications or third-party application content, regardless of legal theory, without regard to whether DealMerge has been warned of the possibility of those damages, and even if a remedy fails of its essential purpose. Further, the aggregate liability of DealMerge for all claims relating to the DealMerge Service, third-party applications or third-party application content shall be limited to an amount equal to one month’s Subscription fee paid by you.
For clarification, these Terms do not limit DealMerge’s liability for fraud, fraudulent misrepresentation, death or personal injury to the extent that applicable law would prohibit such a limitation.
To the fullest extent permitted by applicable law, any claim arising under these Terms must be commenced (by filing a demand or filing an individual action as specified under the arbitration agreement below) within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period.
15. Governing Law, Jurisdiction and Jury Trial Waiver
In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms and conditions set forth below. Notwithstanding the foregoing and subject to the terms and conditions set forth below, either party may seek injunctive relief with respect to any disputed matter to the extent possible under applicable law. Should an amicable settlement between parties not be possible, the dispute shall be finally solved in court or by arbitration as designated herein subject to the terms and conditions set forth below.
Dispute Resolution and Arbitration
Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in New York County, State of New York, in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.
No Class or Representative Proceedings and Class Action Waiver
You and DealMerge agree that each may bring disputes against the other in arbitration or litigation only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Governing Law
These Terms (and any further rules, policies or guidelines incorporated by reference herin) shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflicts of law. To the fullest extent permitted by applicable law, the parties agree to waive any right to a jury trial.
16. Miscellaneous
Modification
DealMerge may make changes to these Terms, including any additional terms and conditions incorporated by reference herein, from time to time by notifying you of such changes, including notice by email, pop-up message in system or other means. Your continued use of the DealMerge Service following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using the DealMerge Service under the updated Terms, you must close your account and stop using the DealMerge Service prior to the renewal day or thirty (30) days after the effective date of the updated Terms, whichever occurs first.
Entire Agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and DealMerge, these Terms, together with the Privacy Policy, constitute all the terms and conditions agreed upon between you and DealMerge with respect to the subject matter hereof and supersede any prior agreements in relation to the subject matter of these Terms.
Severability
In the event that any provision or section of these Terms shall be declared to be invalid, illegal or unenforceable, such provision or section shall survive to the extent it is not so declared, and the validity, legality and enforceability of the other provisions or sections hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of these Terms.
No Waiver
Failure of either party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
Assignment
You may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of your rights and/or obligations under these Terms without DealMerge’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable.