Terms of Service

These terms are an agreement between you and Merxis Technologies Inc., a company incorporated in Ontario, Canada. In these terms, “Merxis”, “we”, and “us” mean that company, and the “Service” means merxis.ca, the confidential business marketplace, and the products available through it.

By creating an account or using the Service, you agree to these terms and to our Privacy Policy. If you do not agree, do not use the Service. If you use Merxis on behalf of a company or a fund, you confirm that you have authority to bind it, and “you” includes it.

You must be at least 18 years old and able to enter a binding contract. One account belongs to one person. Do not share credentials, and do not register an account for someone else.

Your email address is your identity on Merxis and cannot be changed after signup. Keep your password safe, keep your recovery code safer, and tell us immediately at [email protected] if you believe your account has been compromised. You are responsible for activity under your account.

Documents you upload are encrypted with keys derived from your password. When you sign up, we show you a recovery code exactly once. If you lose both your password and your recovery code, your encrypted documents cannot be recovered by anyone, including us. That is a deliberate part of how Merxis protects sellers, and by using the Service you accept it.

Merxis is a venue where sellers list businesses confidentially and buyers evaluate them. We are not a business broker, an investment bank, a law firm, an accounting firm, an appraiser, or a lender, and we are not a party to any transaction between users. We do not represent either side and we do not negotiate for anyone.

Merxis is not an escrow agent. Any deposit described in an offer is held by an escrow agent or in a lawyer’s trust account appointed by the parties, never by us.

Nothing on Merxis is legal, tax, accounting, or investment advice. The tools we provide, including the price check and the letter of intent template, exist to structure your thinking. Have your own advisors review anything important before you rely on it.

When you create a listing, you confirm that you own the business or have the owner’s authority to sell it, that the figures and documents you provide are accurate and complete to the best of your knowledge, and that you have the right to share everything you upload.

Photos stay private until you release them. When you release a photo to the public teaser, you confirm that nothing in the frame identifies the business. You are responsible for that judgment.

Merxis does not audit or verify listing information. Readiness indicators describe how complete a deal file is, not whether its contents are accurate. You remain responsible for what you publish, and buyers rely on it at their own risk.

Listings on Merxis are anonymous. The public teaser shows figures and category, never the business’s identity. Identity and documents unlock only after the seller approves your request and you accept a non-disclosure agreement in the product.

When you accept an NDA, you agree to keep the business’s identity, documents, and figures confidential and to use them solely to evaluate a potential acquisition. The time of your acceptance is recorded. Document pages you view carry your email address, and views, NDA acceptances, and download attempts are written to an audit log that the seller can rely on.

While you evaluate a business, do not contact its employees, customers, suppliers, or landlord about the sale without the seller’s consent, and do not attempt to identify an anonymously listed business by any route other than requesting access.

Confidentiality obligations survive. They continue after a listing is delisted, after your access is revoked, and after your account closes. Breaching them is a breach of these terms, and the seller may also hold you responsible directly.

Merxis works because both sides can trust it. You agree not to:

• Misrepresent who you are, who you act for, or your financial capacity.
• Use information obtained on Merxis for any purpose other than evaluating or completing a transaction through it, including using a seller’s information to compete with them or to solicit their staff or customers.
• Scrape, harvest, or republish listings, teasers, or any other content from the Service.
• Circumvent or attempt to circumvent access controls, watermarks, or encryption, including capturing or redistributing document pages.
• Probe, overload, or disrupt the Service, or upload anything malicious.
• Harass other users, or use the Service for anything unlawful.

We may remove content, restrict features, or suspend accounts to protect users and the Service.

Buyers can draft and submit a letter of intent through Merxis. Except for provisions that expressly state they are binding, such as confidentiality already in force between the parties and an exclusivity provision where one is included, an LOI is an expression of intent and does not obligate anyone to complete a transaction.

The LOI template is provided as a convenience to structure a proposal. It is not legal advice. Definitive terms belong in a purchase agreement prepared by the parties’ counsel.

Submitting, withdrawing, accepting, and declining offers are recorded acts, timestamped against your verified account, and you agree that acts taken from your account are attributable to you.

The price check produces an estimate of a market price range from market data. It is for information only. It is not an appraisal or a formal valuation, it is not advice, and it is no guarantee of the price at which any business will or should sell. Actual outcomes depend on the business, the buyer, financing, and terms.

Merxis is currently free to use. If we introduce fees, we will announce them in advance, they will never apply retroactively, and continued use after they take effect will be your agreement to them.

You own what you upload. So that we can run the Service, you grant us a non-exclusive license to host, store, encrypt, process, and display your content, solely to operate the Service. That includes rendering watermarked page images for viewers you have approved, extracting figures from documents when you ask us to, and showing your teaser publicly when you publish it.

The license ends when you delete the content or close your account, except for the audit records described in our Privacy Policy.

You can delist a listing at any time, and you can stop using Merxis at any time. To close your account, contact us as described in our Privacy Policy.

We may suspend or terminate accounts that breach these terms, act unlawfully, or put other users at risk. Where reasonable, we will tell you why.

Sections that by their nature survive, including confidentiality, audit records, disclaimers, and liability limits, continue after termination.

The Service is provided as is and as available. We do not warrant that listings are accurate, that any buyer or seller will perform, or that the Service will be uninterrupted or error free.

You transact with other users at your own risk. Nothing we display, including estimates, readiness indicators, and financing indications, replaces your own diligence and your own advisors.

To the maximum extent permitted by law, Merxis is not liable for indirect, incidental, special, consequential, or punitive damages, for lost profits or lost data, or for the outcome of any transaction or negotiation between users.

Our total liability for all claims arising out of the Service is limited to the amounts you paid us in the twelve months before the event giving rise to the claim. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

You will indemnify and hold Merxis harmless from claims, damages, and expenses, including reasonable legal fees, arising from your content, your breach of these terms, or your dealings with other users.

We improve the Service continuously and may add, change, or retire features. We may also update these terms. If a change is material, we will email the address on your account with reasonable notice before it takes effect. Using Merxis after a change takes effect means you accept it.

These terms are governed by the laws of Ontario and the federal laws of Canada applicable there. The courts of Ontario have exclusive jurisdiction over disputes arising from these terms or the Service, and you and we each attorn to them.

Merxis offers an optional identity verification for a one-time fee shown before you pay, plus applicable taxes. The check is performed by Stripe on its own page; Merxis displays the outcome as a badge, valid for the period stated at purchase, on the surfaces where the other side of a deal is deciding.

The fee buys the check, not any outcome on the marketplace. A badge never entitles you to access, a grant, a reply or an offer, and a request that is declined after you verified is not a reason for a refund. If a check cannot be completed after reasonable retries, or a payment was made in error, write to us and we will refund it. Refunds go back to the original card; a badge that was already issued stays.

A badge states only what was checked and when. We may withdraw a badge when we have reason to believe the check was obtained improperly, and we will say so in writing.

Questions about these terms, your data, or anything else go to [email protected]. Our Privacy Policy explains how we handle information.