Welcome to DealRoom. By accessing or using the Service at dealroom.so, you agree to be bound by these Terms of Service (“Terms”). If you do not agree with these Terms, do not use the Service.
1. Description of Service
DealRoom is a deal management platform designed for mergers and acquisitions (M&A) professionals, including advisors, brokers, buyers, and sellers. The Service facilitates buyer progression through structured deal workflows, including sharing of deal materials, buyer verification, electronic NDA execution, confidential information review, data room access, and letter of intent submission.
2. Account Terms
- You must be at least 18 years old to use the Service.
- You must provide accurate and complete information when creating your account.
- You are responsible for maintaining the security and confidentiality of your account credentials. You agree to notify us immediately at hello@dealroom.so of any unauthorized access to or use of your account.
- You may not share your account credentials or allow others to access the Service through your account.
- One person or legal entity may maintain multiple accounts only if they serve different roles (e.g., advisor and buyer).
3. Acceptable Use
You agree not to:
- Use the Service for any unlawful purpose or in violation of any applicable laws or regulations.
- Upload, transmit, or share content that is defamatory, obscene, fraudulent, or that infringes on the rights of others.
- Attempt to gain unauthorized access to other users' accounts, deal rooms, or confidential documents.
- Interfere with or disrupt the Service, servers, or networks connected to the Service.
- Use automated tools, bots, or scrapers to access the Service without our prior written consent.
- Misrepresent your identity, qualifications, or authority to act on behalf of any person or entity during the buyer verification process.
- Share or redistribute confidential deal materials obtained through the Service with unauthorized third parties.
4. NDAs and Legal Documents
The Service allows users to electronically execute non-disclosure agreements (NDAs) and submit letters of intent (LOIs). By using these features, you acknowledge and agree that:
- DealRoom is a platform, not a law firm. We do not provide legal advice. The NDA templates and LOI forms available on the platform are tools for facilitating transactions and are not a substitute for independent legal counsel.
- Electronic signatures are legally binding. When you sign an NDA or submit an LOI through the Service, you acknowledge that your electronic signature carries the same legal weight as a handwritten signature under applicable electronic signature laws (including the U.S. ESIGN Act and UETA).
- Advisors are responsible for their own NDA content. DealRoom does not review, endorse, or guarantee the enforceability of NDA or LOI content provided by advisors or organizations on the platform.
- Record retention. We store executed NDA records and LOI records (including signatures, submitted PDFs, IP addresses, timestamps, and content hashes) for integrity verification, audit, transaction recordkeeping, and legal compliance. These records may be retained for up to 7 years, even after account deletion. Records subject to a legal hold may be retained for longer until the hold is released.
- LOI submissions are non-binding unless specifically stated otherwise in the LOI content. The platform facilitates the submission process but does not determine the binding nature of any LOI.
5. Confidentiality
Deal materials shared on the platform, including but not limited to teasers, confidential information memoranda, data room documents, and financial information, are confidential and proprietary to the deal's opportunity advisor or organization. Access to these materials is governed by the NDA you sign and the access controls set by the advisor. Unauthorized disclosure, copying, or distribution of confidential materials may result in legal action and immediate termination of your account.
6. Seller Terms
If you use the Service as a seller, business owner, founder, management representative, or other seller-side participant, you agree that:
- You have authority to access the deal workspace and provide information or documents for the business represented in that workspace.
- You are responsible for the accuracy, completeness, and lawful sharing of documents, financial information, operational details, and other content you upload or submit through the Service.
- You will not upload confidential information that you are not authorized to disclose, including information subject to third-party confidentiality obligations.
- You may ask the advisor managing your deal to remove or update seller-provided content, subject to transaction recordkeeping, legal, security, and audit requirements.
- Seller-uploaded documents remain your content, but you grant DealRoom the limited license described below to host, store, display, transmit, and process that content for the deal workflow.
- DealRoom may retain deal records, access logs, signed documents, and audit history after seller access is removed where required for legal compliance, security, dispute resolution, or legitimate business purposes.
7. Deal Material Responsibility and CIM Accuracy
DealRoom is not responsible for the accuracy of confidential information memoranda, teasers, financial schedules, uploaded documents, or other deal materials created, uploaded, approved, or shared by users.
- Advisors and their organizations are responsible for deal materials they create, configure, publish, or distribute through the Service.
- Sellers who approve or contribute content through a review workflow are confirming factual accuracy only to the best of their knowledge and only for the content they are authorized to review or provide.
- Buyers are responsible for conducting their own diligence and obtaining independent professional advice before acting on deal materials.
- DealRoom does not verify financial statements, revenue, EBITDA, forecasts, customer data, operational claims, or other transaction-related representations.
8. Intellectual Property
- DealRoom's IP. The Service, including its design, code, features, trademarks, and documentation, is owned by DealRoom and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works of the Service without our written consent.
- Your content. You retain ownership of all content you upload to the platform (documents, deal materials, messages, etc.). By uploading content, you grant DealRoom a limited, non-exclusive license to host, store, display, and transmit that content solely for the purpose of providing the Service.
- Feedback. If you provide feedback, suggestions, or ideas about the Service, we may use them without obligation or compensation to you.
9. Payment Terms
- Certain features of the Service require a paid subscription. Subscription plans, pricing, and included features are described on our pricing page.
- Payments are processed by Stripe. By providing payment information, you authorize us to charge your payment method on a recurring basis according to your selected plan.
- Subscription fees are non-refundable except as required by applicable law or as explicitly stated in a promotional offer.
- We reserve the right to change pricing with 30 days' prior notice. Price changes will take effect at the start of your next billing cycle.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- DealRoom shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from or related to your use of the Service, including but not limited to loss of profits, data, business opportunities, or goodwill.
- DealRoom's total aggregate liability for all claims arising from or related to the Service shall not exceed the total amount you paid to DealRoom in the twelve (12) months preceding the claim.
- DealRoom does not guarantee the success, outcome, or completion of any M&A transaction facilitated through the platform. We are a technology platform, not a broker, advisor, or intermediary in any transaction.
- DealRoom is not liable for the accuracy, completeness, or reliability of any deal materials, financial information, or representations made by other users on the platform.
11. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.
12. Indemnification
You agree to indemnify, defend, and hold harmless DealRoom, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Service, your violation of these Terms, or your violation of any rights of a third party.
If you use the Service as an advisor, broker, sponsor, or organization administrator, this indemnity includes claims arising from NDA templates, LOI language, deal materials, financial information, seller-provided content, buyer communications, or other transaction materials that you create, configure, approve, upload, publish, or distribute through the Service.
13. Termination
- You may terminate your account at any time by requesting account deletion through your account settings or by contacting us.
- We may suspend or terminate your account at any time for violation of these Terms, fraudulent activity, or any other reason at our sole discretion, with or without notice.
- Upon termination, your right to use the Service ceases immediately. We may retain certain data as required by law or legitimate business purposes (e.g., signed NDA records, transaction logs).
- All provisions of these Terms that by their nature should survive termination shall survive, including ownership, warranty disclaimers, indemnity, and limitations of liability.
14. Governing Law and Dispute Resolution
These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising from or relating to these Terms or the Service shall be resolved exclusively in the state or federal courts located in the State of Delaware. You consent to the personal jurisdiction of such courts.
15. Changes to These Terms
We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on this page and updating the “Last updated” date. Your continued use of the Service after changes take effect constitutes your acceptance of the revised Terms. If you do not agree with the changes, you must stop using the Service.
16. Severability
If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
17. Entire Agreement
These Terms, together with our Privacy Policy and any applicable NDA or subscription agreement, constitute the entire agreement between you and DealRoom regarding your use of the Service and supersede all prior agreements, understandings, and communications.