Terms of Service
Last Changes to Terms of Service:06/07/2023
This is a legal agreement between you ("you" or "user") and dataroomHQ that states the material terms and conditions that govern your use of the Sites. This agreement, together with all updates, supplements, additional terms, and all of dataroomHQ’s rules and policies collectively constitute this "Agreement" between you and dataroomHQ. BY ACCESSING THE SITES, YOU AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE AND CONDITIONS OF USE STATED HEREIN, PLEASE DO NOT USE THESE SITES.
Access License. dataroomHQ grants you a limited, revocable, non-exclusive, non-transferable license to access and make use of the Sites or its content. This license does not include any resale or commercial use of the Sites or its contents; any collection and use of any product or service listings, descriptions, or prices; any derivative use of the Sites or their contents; any downloading or copying of account information for the benefit of another company; or any use of data mining, robots, or similar data gathering and extraction tools. Except as expressly permitted herein, the Sites and/or any portion of the Sites may not be reproduced, sold, resold, visited or otherwise exploited for any purpose without dataroomHQ’s express written consent. Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.
Copyright and Ownership. All of the content featured or displayed on the Sites, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations ("Content"), is owned by dataroomHQ, its licensors, vendors, agents and/or its Content providers. All elements of the Sites, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Sites may only be used for the intended purpose for which such Sites are being made available. Except as permitted by copyright law, you may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Sites. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Sites. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Sites. The Sites, its Content and all related rights shall remain the exclusive property of dataroomHQ or its licensors, vendors, agents, and/or its Content providers unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Sites.
Trademarks/No Endorsement. All trademarks, service marks and trade names of dataroomHQ used herein (including but not limited to: dataroomHQ name, dataroomHQ corporate logo, the dataroomHQ design, and any associated logos or slogans) (collectively “Marks”) are trademarks or registered trademarks of dataroomHQ or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify dataroomHQ trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without dataroomHQ's prior written consent. You shall not use dataroomHQ’s name or any language, pictures or symbols which could, in dataroomHQ’s judgment, imply dataroomHQ’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.
Account Registration and Security. You understand that you may need to create an account to have access to all of the parts of the Sites. You will: (a) provide true, accurate, current and complete information about yourself as prompted by the Sites’ registration or subscription page (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You will not share your account information or your user name and password with any third party or permit any third party to logon to the App using your account information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Sites. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.
Access and Interference. You agree that you will not use any robot, spider, scraper or other automated means to access the Sites for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Sites; or (iii) bypass any measures we may use to prevent or restrict access to the Sites.
Third Party Links. From time to time, the Sites may contain links to websites that are not owned, operated or controlled by dataroomHQ or its affiliates. All such links are provided solely as a convenience to you. If you use these links, you will leave the Sites. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from this Sites, you do so entirely at your own risk.
Eligibility to Subscribe to Services. You may subscribe to the Services offered on this Sites in any location worldwide. dataroomHQ makes no promise, however, that the Services available on the Sites are appropriate or available for use in locations outside the United States (“Territory”), and accessing the Sites from territories where its contents are illegal or unlawful is prohibited, including from those territories prohibited by the United States State Department or other U.S. government entity. If You choose to access the Sites from locations outside the Territory, You do so at your own risk. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to Services you subscribe to through this Sites.
Accuracy of Information. We attempt to ensure that information on the Sites is complete, accurate and current. Despite our efforts, the information on the Sites may occasionally be inaccurate, incomplete or out of date. We make no representation as to the completeness, accuracy or currency of any information on the Sites.
Termination. You or we may suspend or terminate your account or your right to use the Sites at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We may also block your access to our Sites in the event that (a) you breach these Terms of Service; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.
Representations and Warranties. You represent that You have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein, and Your use of the Sites is and will be in compliance with all applicable laws. You represent that you have read, understood, agree with, and will abide by the terms of this agreement. In addition, you represent and warrant that any content that you submit to the Sites are (a) owned or controlled solely and exclusively by you, you have prior written permission from the rightful owner of the content included in the content you submit to the Sites, or you are otherwise legally entitled to grant dataroomHQ all of the rights granted herein; and (b) dataroomHQ’s use of the content you submit to the Sites as described or contemplated herein do not and will not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity, violate any law, regulation or right of any kind whatsoever, or otherwise give rise to any actionable claim or liability, including without limitation rights of publicity and privacy, and defamation.
DISCLAIMERS. YOUR USE OF THE SITES IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER DATAROOMHQ, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER DATAROOMHQ, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM DATAROOMHQ OR THROUGH THE SITES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATIONS OF LIABILITY. DATAROOMHQ DOES NOT ASSUME ANY RESPONSIBILITY FOR, OR WILL BE LIABLE, FOR ANY DAMAGES TO, OR ANY VIRUSES THAT MAY INFECT YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THESE SITES, OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THESE SITES. IN NO EVENT WILL DATAROOMHQ, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITES, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL OF THE SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.
IN THE EVENT OF ANY PROBLEM WITH THE SITES OR ANY MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL OF THE SITES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES. IN NO EVENT SHALL DATAROOMHQ’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) THE AMOUNTS PAID TO DATAROOMHQ; OR (B) TWENTY FIVE DOLLARS (US $25.00).
Indemnity. You agree to defend, indemnify and hold dataroomHQ and any affiliated entity or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Sites or your placement or transmission of any content, message or information on the Sites by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any information that you provide to dataroomHQ, including without limitation any claim or damages arising from a defamation or invasion of privacy claim; or (vi) any other party’s access and use of the Sites with your unique username, password or other appropriate security code.
Force Majeure. Neither dataroomHQ nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.
General. Any claim relating to, and the use of, this Sites and the materials contained herein is governed by the laws of the State of New Jersey. You consent to the exclusive jurisdiction of the state and federal courts located in Middlesex County, New Jersey. A printed version of these Terms of Service will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
These Terms of Service set forth the entire understanding and agreement between us with respect to the subject matter hereof. We do not guarantee continuous, uninterrupted or secure access to our Sites, and operation of the Sites may be interfered with by numerous factors outside of our control. If any provision of these Terms of Service is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Service and all incorporated agreements may be automatically assigned by dataroomHQ in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. All sections which by their context ought to survive this agreement shall survive any termination or expiration of this Agreement.
Additional Assistance. If you do not understand any of the foregoing Terms of Service or if you have any questions or comments, we invite you to contact us by email at firstname.lastname@example.org.
Copyright Notice. All design, graphics, text selections, arrangements, and all software are Copyright © 2023. ALL RIGHTS RESERVED.