Platform Master Agreement

This Platform Master Agreement (“Agreement”) is a legally binding contract between you (“User”, “you”, or “your”) and Mergedeck Technologies Private Limited (“MergeDeck”, “we”, “us”, or “our”) governing your access to and use of the MergeDeck platform, website, and all associated services (collectively, the “Platform”).

This Agreement incorporates by reference the Terms of Service, Services Marketplace Terms, Privacy Policy, Cookie Policy, Acceptable Use Policy, Non-Circumvention Clause, Liability & Indemnity provisions, and all other terms set out across Parts A to J of this document.

By registering for an account, accessing the Platform, or clicking “I Agree”, you confirm that you have read, understood, and agree to be bound by this Agreement in its entirety.

• “Platform” means the MergeDeck website, web application, APIs, and all associated services.
• “User” means any individual or entity that registers for or uses the Platform.
• “Seller” means a User who lists a business, asset, or opportunity for sale or investment on the Platform.
• “Buyer” means a User who browses listings and expresses interest in acquiring a business or asset.
• “Advisor” means a User who offers professional advisory, consulting, legal, or financial services through the Platform.
• “Investor” means a User who seeks investment opportunities through the Platform.
• “Listing” means any posting by a User advertising a business, mandate, service, or investment opportunity.
• “Transaction” means any deal, acquisition, investment, or engagement facilitated through or originating from the Platform.
• “Confidential Information” means any non-public information shared between Users through the Platform.
• “Content” means any text, data, documents, images, or materials uploaded or shared on the Platform.

You must be at least 18 years of age to use the Platform. By agreeing to these terms, you represent and warrant that:

• You are at least 18 years of age;
• You have the legal capacity to enter into binding contracts under applicable law;
• If registering on behalf of a company or other legal entity, you are duly authorised to bind that entity to this Agreement;
• Your use of the Platform does not violate any applicable laws or regulations in your jurisdiction.

To access certain features of the Platform, you must create an account. You agree to:

• Provide accurate, current, and complete registration information;
• Maintain the security of your account credentials;
• Notify us immediately of any unauthorised access to your account;
• Not share your account credentials with any third party;
• Be responsible for all activity that occurs under your account.

MergeDeck reserves the right to suspend or terminate accounts that violate this Agreement.

MergeDeck provides an online marketplace platform that connects Sellers, Buyers, Advisors, and Investors for the purpose of buying, selling, and advising on digital and physical business assets. MergeDeck is a technology intermediary and does not:

• Act as a broker, dealer, financial advisor, or legal counsel;
• Verify the accuracy or completeness of any Listing or User-submitted information;
• Guarantee the completion of any Transaction;
• Provide investment advice or recommendations;
• Act as a party to any Transaction between Users.

Users who post Listings represent and warrant that:

• All information provided in the Listing is accurate, truthful, and not misleading;
• They have the legal right or authority to sell, list, or offer the asset or service described;
• The Listing does not infringe any third-party intellectual property rights;
• The Listing complies with all applicable laws and regulations;
• They will promptly update or remove Listings that become inaccurate or no longer available.

All Listings are subject to review and approval by MergeDeck administrators before being published on the Platform. MergeDeck reserves the right to reject, modify, or remove any Listing at its sole discretion.

The Platform operates a role-based access system. Users may apply for one or more roles (Buyer, Seller, Advisor, Investor). Role assignments are subject to:

• Submission of a role application with accurate information;
• Review and approval by MergeDeck administrators;
• Ongoing compliance with the obligations of the assigned role.

MergeDeck may revoke role assignments at any time if a User is found to be in breach of this Agreement.

You agree not to use the Platform to:

• Post false, misleading, or fraudulent Listings or information;
• Circumvent or attempt to circumvent the Platform to conduct Transactions outside of the Platform; (see Non-Circumvention Clause, Article 25);
• Engage in money laundering, fraud, or any other illegal financial activity;
• Harass, threaten, or discriminate against other Users;
• Upload malicious software, viruses, or harmful code;
• Scrape, crawl, or data-mine the Platform without written consent;
• Impersonate any person or entity;
• Use the Platform for any purpose prohibited by applicable law.

Users are solely responsible for conducting their own due diligence before entering into any Transaction. MergeDeck strongly recommends that Users:

• Engage qualified legal and financial advisors;
• Independently verify all financial statements, projections, and claims made in Listings;
• Conduct background checks on counterparties where appropriate;
• Review all relevant contracts and legal documents before executing any Transaction.

MergeDeck may charge fees for access to certain Platform features or for facilitating Transactions. All fees will be communicated to you prior to incurring them. You agree to pay all applicable fees in accordance with the payment terms presented at the time of purchase. Fees paid are non-refundable unless otherwise expressly stated.

MergeDeck collects the following categories of information:

• Account Information: Name, email address, phone number, location, and professional details provided during registration;
• Listing Data: Business details, financial information, and other content you upload to the Platform;
• Usage Data: IP address, browser type, pages visited, time spent on the Platform, and other analytics data;
• Communication Data: Messages exchanged between Users on the Platform;
• Transaction Data: Information about enquiries and transactions facilitated through the Platform.

We use collected information to:

• Operate, maintain, and improve the Platform;
• Facilitate connections between Users;
• Verify your identity and eligibility to use the Platform;
• Send you transactional emails and platform notifications;
• Comply with legal obligations;
• Detect and prevent fraud, abuse, and security incidents;
• Analyse usage patterns to improve our services.

We do not sell your personal data to third parties. We may share your information with:

• Other Users, to the extent necessary to facilitate connections and Transactions;
• Service providers who assist us in operating the Platform (subject to data processing agreements);
• Law enforcement or regulatory authorities when required by law;
• Successors in the event of a merger, acquisition, or sale of our business.

We retain your data for as long as your account is active and for a reasonable period thereafter to comply with our legal obligations. We implement industry-standard security measures to protect your data, including encryption in transit and at rest. However, no method of data transmission over the internet is completely secure, and we cannot guarantee absolute security.

Subject to applicable law, you have the right to:

• Access and obtain a copy of the personal data we hold about you;
• Request correction of inaccurate or incomplete data;
• Request deletion of your data (subject to legal retention requirements);
• Object to or restrict certain processing of your data;
• Data portability where technically feasible.

To exercise these rights, contact us at legal@mergedeck.in.

MergeDeck uses cookies and similar tracking technologies to:

• Maintain your login session and authentication state;
• Remember your preferences and settings;
• Analyse Platform usage and performance (analytics cookies);
• Ensure the security of your session.

Essential cookies are required for the Platform to function and cannot be disabled. Non-essential cookies (analytics, preferences) may be declined through your browser settings or our cookie preferences panel. Continued use of the Platform constitutes acceptance of our use of essential cookies.

All Content uploaded to the Platform must comply with the following standards:

• Must be accurate and not misleading;
• Must not contain defamatory, discriminatory, or offensive material;
• Must not infringe any intellectual property rights;
• Must not contain personal data of third parties without their consent;
• Must comply with all applicable laws and regulations.

MergeDeck reserves the right to remove any Content that violates this Acceptable Use Policy without notice. Repeated or serious violations may result in suspension or permanent termination of your account. MergeDeck may report illegal activity to law enforcement authorities.

If you become aware of any Content or conduct on the Platform that violates this Agreement, please report it to us at support@mergedeck.in. We will investigate all reports and take appropriate action.

Users acknowledge that during their use of the Platform, they may receive or have access to Confidential Information about other Users, including but not limited to: financial statements, business plans, customer data, trade secrets, and proprietary information shared in the context of a potential Transaction.

Users agree to:

• Keep all Confidential Information strictly confidential;
• Not disclose Confidential Information to any third party without prior written consent;
• Use Confidential Information solely for the purpose of evaluating a potential Transaction on the Platform;
• Take all reasonable steps to protect Confidential Information from unauthorised disclosure.

Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to you prior to disclosure; (c) is independently developed by you without use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided you give the disclosing party prompt written notice where legally permitted.

Confidentiality obligations survive the termination or expiration of this Agreement for a period of five (5) years.

In consideration of MergeDeck providing you access to the Platform, contact details of other Users, and business opportunities, you agree not to circumvent, avoid, bypass, or obviate MergeDeck's involvement in any Transaction introduced or facilitated by the Platform.

Without limiting the foregoing, the following acts constitute circumvention:

• Conducting, negotiating, or completing a Transaction with a counterparty introduced through the Platform outside of the Platform without MergeDeck's knowledge and consent;
• Soliciting or accepting business referrals from other Users for transactions outside the Platform;
• Using information gained through the Platform to identify and contact Sellers, Buyers, or Advisors outside of the Platform;
• Encouraging another User to conduct a Transaction outside the Platform to avoid fees.

If MergeDeck determines, in its sole discretion, that you have engaged in circumvention, you will be liable to pay MergeDeck a circumvention fee equal to the greater of: (a) any commission or fee that would have been payable had the Transaction been conducted through the Platform; or (b) ₹5,00,000 (Five Lakh Indian Rupees) as liquidated damages. MergeDeck also reserves the right to immediately terminate your account and pursue all available legal remedies.

Non-circumvention obligations apply for a period of two (2) years from the date on which you were first introduced to a counterparty through the Platform, regardless of whether your account remains active.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

MERGEDECK DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY LISTING, USER CONTENT, OR INFORMATION AVAILABLE THROUGH THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MERGEDECK AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business;
• Loss of data or goodwill;
• Damages arising from fraudulent or inaccurate Listings;
• Damages arising from Transactions that do not complete or that result in loss;
• Any reliance on information provided by other Users.

IN NO EVENT SHALL MERGEDECK'S TOTAL LIABILITY TO YOU EXCEED THE AMOUNT OF FEES PAID BY YOU TO MERGEDECK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ₹10,000 (TEN THOUSAND INDIAN RUPEES), WHICHEVER IS GREATER.

You agree to indemnify, defend, and hold harmless MergeDeck and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Platform in violation of this Agreement;
• Your Listings or any Content you submit to the Platform;
• Any Transaction entered into as a result of your use of the Platform;
• Your violation of any applicable law or the rights of any third party.

MergeDeck shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, civil unrest, governmental actions, internet or telecommunications failures, or any other event outside MergeDeck's reasonable control.

All intellectual property rights in the Platform, including software, design, trademarks, logos, and original content, are owned by or licensed to MergeDeck. You are granted a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purposes set out in this Agreement. No other rights are granted.

By uploading Content to the Platform, you grant MergeDeck a worldwide, royalty-free, non-exclusive licence to use, display, reproduce, and distribute your Content solely for the purpose of operating and promoting the Platform. You represent that you have all necessary rights to grant this licence.

You may terminate your account at any time by contacting us at support@mergedeck.in. Termination does not affect any rights or obligations that arose prior to termination, including any Transaction-related obligations or confidentiality obligations.

MergeDeck may suspend or terminate your account immediately, without notice, if:

• You breach any term of this Agreement;
• We are required to do so by law;
• We reasonably suspect fraudulent, abusive, or illegal activity on your account;
• Continuing to provide your access would cause harm to MergeDeck or other Users.

Upon termination: (a) your right to access the Platform ceases immediately; (b) your Listings will be removed from the Platform; (c) provisions of this Agreement that by their nature should survive termination shall continue in full force and effect, including Articles 20–26 (Confidentiality, Non-Circumvention), 27–30 (Liability & Indemnity), and this Article 35.

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [City], India, unless otherwise agreed by the parties in writing.

Before initiating legal proceedings, parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days from written notice of the dispute.

MergeDeck reserves the right to amend this Agreement at any time. We will notify you of material changes by email or by displaying a notice on the Platform. Continued use of the Platform after the effective date of any amendment constitutes your acceptance of the amended Agreement. If you do not agree to the amended terms, you must stop using the Platform and close your account.

This Agreement, including all policies incorporated by reference, constitutes the entire agreement between you and MergeDeck regarding your use of the Platform and supersedes all prior agreements, representations, and understandings.

By clicking “I Agree” or “Accept” when prompted, or by using the Platform after being presented with this Agreement, you acknowledge and agree that:

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any provision shall be deemed a further or continuing waiver of such provision or any other provision. MergeDeck's failure to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement.