1. Acceptance of Terms
These Terms and Conditions ("Terms") govern access to and use of Merger Daily and related services (the "Service") provided by NDL Research LLC ("NDL Research," "we," "us," or "our"). By accessing or using the Service, the customer and its authorized users agree to be bound by these Terms.
2. Description of Service
Merger Daily is a research management platform that allows institutional investment teams to capture, organize, search, and retrieve investment research, including company tear sheets, event-driven analysis, and related content.
3. Accounts and Eligibility
The Service is intended for use by institutional investors and their authorized personnel. Access is provisioned through a subscribing organization ("Customer"). Each user is responsible for maintaining the confidentiality of their login credentials and for all activity under their account.
4. Subscription, Fees, and Payment
Access to the Service is provided under a separate order form or subscription agreement between NDL Research and the Customer, which sets out applicable fees, billing terms, and subscription duration. Fees are non-refundable except as expressly stated in that agreement.
5. Acceptable Use
Customers and their users agree not to: (a) reverse engineer or attempt to extract the source code of the Service; (b) resell, sublicense, or provide access to the Service to unauthorized third parties; (c) use the Service to violate applicable law or the intellectual property rights of others; or (d) interfere with the security or normal operation of the Service.
6. Intellectual Property
NDL Research retains all right, title, and interest in and to the Service, including its software, design, and underlying technology. Customers retain ownership of the research content and data they input into the Service, and grant NDL Research a limited license to host, process, and display that content solely to provide the Service.
7. Confidentiality
Each party agrees to protect the other's confidential information with the same degree of care it uses to protect its own confidential information of a similar nature, and not to disclose it to third parties except as permitted under the applicable subscription agreement.
No Investment Advice. Merger Daily is a research organization and workflow tool. Content available through the Service, including tear sheets, AI-generated links, and any illustrative figures, is provided for informational purposes only and does not constitute investment, legal, or tax advice, or a recommendation to buy or sell any security. Customers are solely responsible for their investment decisions.
8. Third-Party Content and Links
The Service may surface or link to third-party content, such as news articles and public filings, that NDL Research does not control. We do not warrant the accuracy or completeness of third-party content.
9. Disclaimers
The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, except as otherwise stated in an applicable subscription agreement.
10. Limitation of Liability
To the maximum extent permitted by law, NDL Research will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenues, or data, arising out of or related to use of the Service.
11. Term and Termination
These Terms remain in effect for as long as a Customer maintains an active subscription. NDL Research may suspend or terminate access for breach of these Terms or non-payment, subject to any notice periods in the applicable subscription agreement.
12. Governing Law
These Terms are governed by the laws of the Commonwealth of Puerto Rico, without regard to its conflict of laws principles, and any disputes will be subject to the exclusive jurisdiction of the courts located in Puerto Rico.
13. Changes to These Terms
We may update these Terms from time to time. Material changes will be communicated to Customers, and continued use of the Service after changes take effect constitutes acceptance of the revised Terms.
14. Contact Us
Questions about these Terms can be directed to legal@ndl-research.com.