Name: M & A Services
Price range: CI$

DISCLAIMER OF WARRANTIES

The information, products and services on this website are provided on an “AS IS,” “WHERE IS” and “WHERE AVAILABLE” basis. Merger & Acquisition Services, Inc. and it’s affiliates (collectively “M&A”) do not warrant that the information or services provided herein or your use of this website generally, either expressly or impliedly, for any particular purpose and expressly disclaims any implied warranties, including, but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose. M&A will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via this website. Although the information provided to you on this website is obtained or compiled from sources we believe to be reliable, M&A cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose.

Neither M&A, nor any of its affiliates, directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this website, or resulting from the act or omission of any other party involved in making this website, the data contained herein or the products or services offered on this website available to you, or from any other cause relating to your access to, inability to access, or use of the website or these materials, whether or not the circumstances giving rise to such cause may have been within the control of M&A or of any vendor providing software or services. In no event will M&A or any such parties be liable to you, whether in contract or tort, for any direct, special, indirect, consequential or incidental damages or any other damages of any kind even if M&A or any other such party has been advised of the possibility thereof. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a user’s equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g. you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure.

M&A cannot and does not guarantee continuous, uninterrupted or secure access to the website.

NO OFFERS OR RELIANCE

No material on this website shall be used or considered as an offer to sell or a solicitation of any offer to buy the securities or services of M&A or any other issuer. Offers can only be made where lawful under, and in compliance with, applicable law. M&A makes no representations that transactions, products or services discussed on this website are available or appropriate for sale or use in all jurisdictions or by all investors. Those who access this website do so at their own initiative and are responsible for compliance with local laws or regulations.

While M&A uses reasonable efforts to obtain information from reliable sources, M&A makes no representations or warranties as to the accuracy, reliability or completeness of any information or document on this website obtained outside of M&A. Opinions and any other contents on this website are subject to change without notice.

M&A is not utilizing this website to provide investment or other advice, and no information or material on this website is to be deemed a recommendation to buy or sell any securities or is to be relied upon for the purpose of making or communicating investment or other decisions. Any transactions listed on this website are included as representative transactions and are not necessarily reflective of overall performance.

M&A and any of its affiliates, directors, officers or employees do not advise on the tax consequences of any investment.

UNITED STATES REGULATORY MATTERS

Merger & Acquisition Capital Services, LLC (M&A CAP) provides independent financial advice on mergers, acquisitions, financial restructurings and similar corporate finance matters. M&A CAP is not a retail broker-dealer. The Firm does not conduct underwriting activities, provide research or analyst reports or solicit or carry accounts for, or offer or sell securities products to retail customers. Merger & Acquisition Capital Services, LLC is regulated by the Financial Industry Regulatory Authority, Inc. as a FINRA Member Firm (http://www.finra.org/) and is a member of Securities Investor Protection Corporation (http://www.sipc.org/).

The information and services provided on this website are not provided to and may not be used by any person or entity in any jurisdiction where the provision or use thereof would be contrary to applicable laws, rules or regulations of any governmental authority or regulatory or self-regulatory organization or where M&A CAP is not authorized to provide such information or services. Principals retain the exclusive right to negotiate and evaluate any transaction(s) and M&A CAP has no authority to do so.

Merger & Acquisition Services, Inc. (M&A) provides independent consulting advice relating to insurance assets, including; asset acquisition/divestiture advisory, insurance & reinsurance advisory and strategic consulting. M&A does not underwrite securities, nor advise on, nor effect transactions in securities for the account(s) of others. Principals retain the exclusive right to negotiate and evaluate any transaction(s) and M&A has no authority to do so.

BUSINESS CONTINUITY PLANNING (BCP) DISCLOSURE

Merger & Acquisition Services, Inc. and Merger & Acquisition Capital Services, LLC (collectively M&A) have developed plans to continue business in the event of a significant business disruption. This disclosure is designed to provide our clients with information on how we will respond to various potential interruptions.

Our first line of defense is the prevention of business interruptions. Steps have been taken to secure our physical networks, and numerous systems of backup and data recovery, both on and off site, exist to ensure that the storage of, and the ability to deliver, essential information are safely maintained. Our telephone network is structured so that it is possible to continue communications with clients and between offices in the event our headquarters or one or more offices loses telephone communications for any period of time.

Single Building or Firm Only Disruption

In the event that one of the firm’s buildings is closed due to a significant business disruption, activities normally performed in that building would shift to the next-closest office still open. Telephones would be forwarded and data made accessible to this office. In normal circumstances, staff would also travel to the back-up office.

In the event that M&A’s corporate headquarters building in New York, NY is lost, data that is normally provided from the corporate headquarters would be delivered from our off-site back-up recovery system to one of our additional offices. Our Third Party Service Provider operates from a hardened facility with virtually unlimited generator power available to drive necessary information delivery systems. In addition, our employees are equipped with laptop computers, cell phones and other equipment to enable business to continue with minimal disruption.

Business District or City-Wide Disruption

The recovery scenario in the event of a larger business disruption would be similar to the above. Business operations and essential personnel would transfer to the nearest available office outside the affected area, and telephone and data services would be delivered there.

Regional Disruption

M&A anticipates no significant change in its response should the disruption be regional in nature. Once it has been determined which of the firm’s offices are unaffected by the disruption, steps would be taken to shift personnel and systems to the most appropriate of those offices.

Major Disruption

Should significant business disruptions occur that are larger in geographical scope, the ability of M&A to return to normal operations may be affected by the time it takes for critical vendors and business partners to resume their operations. While data services would likely continue to be available from the power-independent third party from their hardened facility, the ability to access that information could be affected by the availability of telephone and fiber optic delivery systems. Again, once it has been determined which of the firm’s offices are unaffected by the disruption, steps would be taken to shift personnel and systems to the most appropriate of those offices.

M&A is committed to recover from a significant business disruption in the shortest time possible. If after a significant business disruption you cannot contact us as you usually do, you should refer to our posted message on our web site at https://maservices.com.

Recovery plans will be updated from time to time to ensure that they are compatible with changing business conditions, the addition of products or services to the firm’s offerings and any improvements that can be made in how recoveries are planned and implemented. Modified or updated plans will be posted on the M&A website, or may be obtained upon written request.

Should there be questions regarding M&A’s business continuity plans, please contact our Financial Operations Principal, Ralph Barbieri (212) 750-0630 Ext 24 or Chief Compliance Officer, Monica DiFiore (212) 750-0630 Ext 12.

Data Room Terms
Electronic Data Room Site Access Terms & Conditions
Introduction
Merger & Acquisition Services, Inc., and its affiliates (collectively herein “M&A”) licenses and operates Electronic Data Room, a proprietary electronic commerce or internet site through which various information services may be offered. Principal (“Principal(s)”) establish data room pages on M&A’s Electronic Data Room system, (“Data Rooms”) through which their company transactions (“Company”) may be completed. User desires to have access to the Electronic Data Room, and M&A desires to offer to User access to the Electronic Data Room, all on the terms and subject to the conditions provided herein.
1. License.
M&A grants to User a limited, personal, non-transferable, non-exclusive revocable license to access and use the Electronic Data Room, including those Data Rooms as determined by the M&A, upon the terms and subject to the conditions set forth herein. Any Data Room deemed restricted by a M&A may only be accessed by those Users to whom a data room key has been assigned for that specific Data Room. Attempts to access restricted Data Rooms for which a User does not possess a data room key is strictly forbidden and is a violation of these terms. M&A may suspend User’s license at any time in its sole discretion.
2. Consent.
User consents to M&A’s collection and reporting of all actions taken within the Data Room to Principal(s).
3. User Obligations; Certain Operating Procedures.
1. Computer Equipment. User will furnish any computer equipment necessary for User to access the internet and use the Electronic Data Room. User will provide its own communication line(s), Internet Service Provider, and any other equipment and technology necessary in order for it to access and use the Electronic Data Room.
2. Access. User represents and warrants that User’s use of the Electronic Data Room will not violate any law, regulation, or statute. User will not access and will not attempt to access any restricted Data Room for which it has not been assigned a data room key without the consent of M&A. User will comply with the terms established by both the confidentiality agreement or non disclosure agreement executed between User and Principal(s) and with M&A’s terms and conditions outlined herein for any Data Room to which the User is granted access.
3. ID and Password. In order to obtain access to the Electronic Data Room, User must register with M&A and M&A will assign an online profile, including selection of an ID and a temporary password. User represents and warrants that all information provided by User to gain access to the Electronic Data Room services is and will be complete and accurate. To access Data Rooms, User will be given a login profile with the data room key that has been assigned to User for that restricted Data Room. Hereinafter, ID’s, passwords, and data room keys are referred to collectively as “Authentication Information.”
4. User will take such actions as are necessary in order for it to maintain the confidentiality of, and prevent the unauthorized use of, User’s Authentication Information. User will notify M&A immediately in writing if User determines, or has reason to believe, that an unauthorized party has gained access to any Authentication Information. (ii) As a condition for gaining access to the Electronic Data Room, User authorizes M&A to rely upon any information and/or instructions set forth in any data transmission using the Authentication Information, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the operation of the Electronic Data Room. Use of the Authentication Information, whether or not authorized by User, shall be solely the responsibility of and at the risk of User. USER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS M&A AND ITS AFFILIATES FROM ANY CLAIM, PROCEEDING, OR DAMAGES BASED UPON ANY USE, MISUSE, OR UNAUTHORIZED USE OF USER’S AUTHENTICATION INFORMATION.
4.Confidentiality and Related Obligations.
1. The information contained in each Data Room, is confidential and may be proprietary or legally privileged information of the Principal, and is covered under the terms of the non disclosure and/or confidentiality agreement executed by the registered user with the respective Principal(s). The information in the data room is intended solely for the use of the registered user. Copying or retransmission of any information contained herein by any other person is unauthorized. User must not, directly or indirectly, use, disclose, distribute, print, or copy any material if you are not the intended user.
5. Security
1. Our Website only uses cookies (and other means of security) to identify Users and User’s interests as disclosed by User, and to track usage of the Electronic Data Room and online web form.
2. M&A has implemented reasonable operational security in order to maintain information from loss, misuse, alteration or destruction. Only authorized M&A personnel and contractors are provided access to information, and these employees and contractors are required to treat this information as confidential. Despite these precautions, M&A. cannot guarantee that unauthorized persons will not obtain access to User information.
6. Information Disclaimer; Limitation of Liability.
1. Disclaimer Regarding the Electronic Data Room. User acknowledges that software programming is inherently complex. User accepts the risk that the operating system, software, and documents included in the Electronic Data Room, from time to time may contain inaccuracies and may be adversely affected by computer viruses, unknown programming difficulties resulting in incorrect information or system malfunctions or shut-downs. However, M&A will use reasonable commercial efforts to correct any inaccuracies expressly made known to it and to correct and/or remove (as appropriate) any computer viruses and other system malfunctions and shut-downs that are within its control. In addition, user acknowledges that there are risks inherent in Internet connectivity that could result in the loss of User’s privacy and confidential information. M&A DOES NOT WARRANT OR REPRESENT THAT THE Electronic Data Room SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR 100% SECURE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, M&A DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY STATED IN HEREIN INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. USER IS SOLELY RESPONSIBLE FOR THE SUITABILITY OF THE SERVICES CHOOSEN. ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS.
2. The Information contained in each Data Room is indicative only, subject to change and does not constitute an offer to purchase or sell securities and simply sets out information to allow Users to consider and evaluate the merits of a proposed transaction with the Principal(s). The Electronic Data Room is not an offer of any financial or other products, goods or services other than the data room service.
3. M&A is the creator of each Data Room, however, M&A does not monitor or screen the content placed by Principal(s) in the Electronic Data Room. User’s use of content in the Electronic Data Room is at User’s sole risk, and M&A disclaims responsibility for any such content. Neither M&A nor its advisers have independently verified any of the information contained in the Data Room, including any forecast or projected information and any assumptions upon which those statements are based. Neither M&A nor its advisors: (i) makes (and will not make) any representation or warranty (express or implied) regarding; or (ii) accepts (and will not accept) any responsibility or liability (including negligence) for, the truth, accuracy or completeness of any statement, opinion, forecast, information or other matter (whether expressed or implied) in any Data Room.
4. Neither M&A nor its advisors, has (and will not have) any responsibility or liability (including in negligence): for, or in connection with, (i) any act or omission directly or indirectly in reliance upon; or (ii) for any expense, loss or other liability directly or indirectly arising from, or in connection with, any omission from or defects in, or any failure to correct any information in this Data Room or any other communication (written or oral) provided by the Principal(s) about or concerning the Company, and/or the issue of shares in the Company.
5. This Data Room includes certain statements with respect to the Principal(s) future operations and performance of the Company. Such statements reflect various assumptions made by the Principal(s) of the Company concerning, or which are relevant to, the anticipated operations of the Company. Those assumptions and/or anticipated operations of the Company are and will be subject to uncertainties and contingencies many, if not all, of which are outside the control of the M&A. Therefore, those assumptions and/or anticipated returns may or may not prove to be correct or valid. While the statements and estimates made by the Principal(s) and contained in this Data Room genuinely represent the views of the Principal(s), they involve subjective judgment and analysis which may or may not be correct. No representations or warranties are (or will be made), and no responsibility or liability (including in negligence) is (or will be) accepted by the M&A or its advisors as to the truth, accuracy or completeness of such statements, assumptions or estimations or projections (and no such representations or warranties should be inferred).
IN NO EVENT SHALL M&A OR ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, ADVISORS, AGENTS OR AFFILIATES BE LIABLE DIRECTLY OR INDIRECTLY TO USER OR ANY PARTY CLAIMING THROUGH IT FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS AND DAMAGES THAT COULD HAVE BEEN AVOIDED BY THE USE OF REASONABLE DILIGENCE, , ARISING OUT OF THE USE OF THE Electronic Data Room, AND REGARDLESS OF THE NATURE OR CAUSE OF SUCH DAMAGES EVEN IF M&A HAS BEEN ADVISED OR SHOULD BE AWARE OF THE POSSIBILIY OF SUCH DAMAGES.

7. Termination.
1. At its sole election at any time, M&A may temporarily or permanently suspend the rights of User to access the Electronic Data Room or any part thereof.
8. Other.
1. For questions or concerns about the terms & conditions set forth herein, please contact M&A’s Headquarters at our New Office Address as posted on the M&A Website.
2. Acceptance and Changes. User accepts the terms outlined herein by clicking below. If User does not click below, it may not use the Electronic Data Room service. M&A reserves the right to amend these terms at any time. The continued use of the Electronic Data Room by User constitutes acceptance of such changes or amendments.
3. Electronic Signature. By logging into the Electronic Data Room, User intends to, and does agree to comply with terms & conditions outlined herein.

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