Last updated: June 2023

This Terms of Use Agreement ("Agreement") is entered into between Echo Location Limited (Company Number: 2021/C485), trading as Grayl Guidance or Find Grayl ("Provider" or "Grayl") and the user ("Buyer" or "User") who agrees to engage Grayl's services for due diligence related to the acquisition of an online business (“Company” or “Seller”). 

By initiating a transfer, signing, engaging with findgrayl.com or otherwise accepting this Agreement, the Buyer expressly acknowledges and agrees to be fully informed of, understand, and be bound by all the terms and conditions outlined below. The Buyer affirms their acceptance of the inherent risks associated with Grayl's services, and agrees to the limitations of liability, indemnification, and waivers as detailed herein. This Agreement is an integral part of Grayl's service provision, and the Buyer's acceptance is a prerequisite for the commencement of any services by Grayl.

‍1. Service Provision

‍1.1: Grayl offers two distinct services to the Buyer, namely:

a) Advisory Services: Grayl provides assistance in Mergers and Acquisitions ("M&A"). Specific terms and conditions applicable to the provision of such Advisory Services may be set out in a separate agreement or document ("Advisory Agreement"), which, if circulated for signature or acceptance, shall supersede this Agreement.

b) Due Diligence: Grayl provides information to augment a Buyer's diligence process. Specific terms and conditions applicable to the provision of such Due Diligence may be set out in a separate document or term sheet ("Due Diligence Agreement"), which, if circulated for signature or acceptance, shall supersede this Agreement.1.2 Third-Party Providers: In the provision of its services, Grayl may engage third-party providers. The Buyer acknowledges and agrees that the involvement of third-party providers may be necessary for certain aspects of the Advisory Services or Due Diligence Supplementation.

‍2. Buyer's Obligations

‍2.1 Accurate Information: The Buyer is obligated to provide comprehensive and accurate information required for Grayl to carry out both its Advisory and Due Diligence Services efficiently. The Buyer acknowledges that any discrepancies or deficiencies in the provided information may affect the quality, precision, and effectiveness of Grayl's service and delivery.

2.2 Compliance with Laws: The Buyer hereby commits to adhere to all relevant laws and regulations applicable to the acquisition. The Buyer further acknowledges that Grayl's role is solely that of a service provider, not a party in the acquisition agreement. Therefore, Grayl shall not be held liable for any breach or non-compliance by the Buyer with their legal obligations concerning the acquisition.

2.3 Confidentiality: The Buyer agrees to maintain the confidentiality of any information disclosed by Grayl during the course of the engagement and shall not disclose such information to any third party without the prior written consent of Grayl.

‍3. Limitation of Liability

‍3.1 DISCLAIMER: GRAYL PROVIDES ITS SERVICES ON AN "AS IS" BASIS AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. GRAYL'S FINDINGS, RECOMMENDATIONS, OR ANY OTHER PROVIDED INFORMATION ARE INHERENTLY SUBJECT TO LIMITATIONS, UNCERTAINTIES, ERRORS, AND OMISSIONS BASED ON THE INFORMATION AVAILABLE AT THE TIME OF THE ENGAGEMENT. GRAYL DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ITS REPORTS OR SERVICES.

3.2 ABSOLUTE EXCLUSION OF LIABILITY: THE BUYER EXPRESSLY ACKNOWLEDGES AND AGREES THAT GRAYL, UNDER NO CIRCUMSTANCES, SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, LOSSES, OMISSIONS, OR MISREPRESENTATIONS MADE BY EITHER THE BUYER, SELLER, OR ANY THIRD-PARTY ACTIONS, DECISIONS, OR THE RESULTS THEREOF THAT MIGHT BE BASED ON OR INFLUENCED BY GRAYL'S REPORTS. THIS INCLUDES BUT IS NOT LIMITED TO ANY DAMAGES OR LOSSES ARISING FROM OR RELATED TO THE USE OF GRAYL'S SERVICES, REGARDLESS OF THE NATURE OF THE CLAIM OR FORM OF ACTION.

3.3 INDEMNIFICATION: THE BUYER AGREES TO INDEMNIFY AND HOLD GRAYL HARMLESS FROM ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF OR RELATED TO THE BUYER'S USE OF GRAYL'S SERVICES OR ANY BREACH OF THIS AGREEMENT BY THE BUYER. THE BUYER ALSO AGREES TO EXERCISE REASONABLE EFFORTS TO MITIGATE ANY POTENTIAL DAMAGES ARISING FROM ANY USE OF GRAYL'S SERVICES.3.4 NO LIABILITY FOR THIRD PARTIES: GRAYL SHALL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF OR RELATED TO THE ACTIONS, DECISIONS, OR SERVICES OF ANY THIRD PARTIES, EVEN IF SUCH PARTIES WERE INTRODUCED OR RECOMMENDED BY GRAYL.

‍4. Intellectual Property

‍4.1 Ownership: Grayl retains all right, title, and interest in any intellectual property, including but not limited to reports, analyses, and other deliverables created or provided by Grayl in the course of providing its services.

4.2 Limited License: Grayl grants the Buyer a non-exclusive, non-transferable license to use the deliverables solely for the purpose of evaluating the online business for acquisition. The Buyer shall not modify, reproduce, distribute, or publicly display the deliverables without the prior written consent of Grayl.

‍5. Termination

‍5.1 Termination Rights: Either party may terminate this Agreement upon written notice to the other party. The Buyer shall be responsible for any fees or expenses incurred by Grayl up to the date of termination.

5.2 Survival: The provisions of this Agreement that, by their nature, are intended to survive termination (such as confidentiality, limitation of liability, and intellectual property) shall continue to be binding upon the parties.

‍6. Buyer's Engagement and Outcomes

‍6.1 Engagement: In accordance with the Service Agreement, the Buyer has engaged Grayl to provide specific due diligence services and/or advisory services in relation to a potential acquisition (referred to as "the Company" or "the Business"). It is acknowledged that the Buyer is considering the acquisition of the Company with parties yet to be identified.

6.2 Disclaimer: Neither Grayl nor any communications from Grayl, written or otherwise, provide assurance or express an opinion on any aspects resulting from the Services, including but not limited to the feasibility or achievability of any forward-looking information.

6.3 Due Diligence and Advisory Services: The services provided by Grayl, whether due diligence or advisory, are conducted by our professionals. These services involve inquiries and analyses without further verification. Grayl does not offer procedures to evaluate the reliability or completeness of the information obtained and expresses no opinion or assurance. Grayl makes no representation regarding the sufficiency of its work for this or any other purpose. Any decisions regarding the transaction rest solely with the Buyer.

6.4 Prospective Information: Grayl has not applied exhaustive procedures to the prospective information in this document to provide assurance regarding its reliability, accuracy, or completeness. Grayl emphasizes that discrepancies between projected and actual results are common due to unforeseen events and circumstances and these discrepancies may be material.

6.5 Additional Considerations: This document, inclusive of any written communication, reports, or other written correspondence generated or provided by Grayl to the Buyer in connection with the Services or the Proposed Transaction, may not encompass all communications, whether written or otherwise, made by Grayl to the Buyer. Other factors not discussed or referred to in these written materials should be considered when evaluating the merits of the Proposed Transaction, including, but not limited to, the consideration to be paid and the future operations or prospects of the Company.

6.6 Confidentiality of Communication: The written communication, including all reports and written correspondence produced by Grayl, was prepared solely for the Buyer's benefit, based on management representations and information provided by management, and is not intended to be relied upon by any other individual or entity. Neither the Services nor these written materials may be disclosed, in whole or in part, to any person or entity other than the Buyer, in any registration statement, prospectus, public filing, loan agreement, or other document without Grayl's prior written approval.

6.7 No Recommendation: The observations contained in this communication do not constitute a recommendation by Grayl for the Buyer or any other party to participate in the proposed acquisition or any related transaction. They are not part of, nor made available in connection with, any prospectus, offering circular, or any other solicitation, promotion, marketing, underwriting, recommendation, or sale of securities or other interests.

‍7. Governing Law and Jurisdiction

‍7.1 Notwithstanding the registration of Echo Location Limited in Grenada, West Indies, this Agreement and all matters relating to the enforcement, interpretation, and validity of its terms, including any dispute related to the use of Grayl's services, shall be governed by and construed in accordance with the laws of England, United Kingdom.

‍8. Dispute Resolution and Arbitration

‍8.1 Agreement to Arbitrate: All disputes arising out of or relating to this Agreement, including its formation, interpretation, and enforceability, shall be resolved exclusively by binding arbitration under the rules of The London Court of International Arbitration (LCIA).

8.2 Location of Arbitration: The arbitration proceedings shall take place in London, United Kingdom, at the LCIA.

8.3 Arbitration Costs and Award: Each party will be responsible for its own costs related to the arbitration proceedings, and the cost of the arbitration, including the arbitrator's fees, will be shared equally by the parties. The arbitrator's award shall be final, binding, and may be enforced in any court.

8.4 Survival: This arbitration agreement will survive the termination of this Agreement.

Contact Us
If you have any questions about these Terms, please contact us by email at team@findgrayl.com.