Subject to compliance with our policies at https://dataroom.ethosdata.com/dataroom/privacy and your compliance with these terms, EthosData hereby grants you, the User, access to this website and the right to use the EthosData services that you have subscribed for such as VDR or other products that may be included in your subscription. By accessing and using this website you agree to be bound by the following terms of use. These terms of use may be changed from time to time and the amended terms posted on this page, and your continued access and use of the website will indicate your acceptance of the terms of use as modified.
Obligations as a User
To access the website, you must submit your email address and password. You must keep your email address and password combination confidential and secure. You must not share your email address and password combination with anyone else or permit anyone to access the website using your email address and password. You must immediately advise EthosData if you have any reason to believe that the security or confidentiality of your email address and password combination has been compromised.
If yIf you are authorized to post documents on this website, you agree that you will not post any: (a) that you are not authorized to post; (b) that you are aware would violate any intellectual property or privacy right, or which you know to be abusive, obscene, porn ographic, libelous, defamatory or intentionally false and misleading; or (c) that you know contain computer viruses or programming routines intended to damage, disable, surreptitiously intercept or expropriate any system, data or personal information.ou are authorized to post documents on this website, you agree that you will not post any: (a) that you are not authorized to post; (b) that you are aware would violate any intellectual property or privacy right, or which you know to be abusive, obscene, porn ographic, libelous, defamatory or intentionally false and misleading; or (c) that you know contain computer viruses or programming routines intended to damage, disable, surreptitiously intercept or expropriate any system, data or personal information.
If you are authorized to post documents on this website, you agree that you will not post any: (a) that you are not authorized to post; (b) that you are aware would violate any intellectual property or privacy right, or which you know to be abusive, obscene, porn ographic, libelous, defamatory or intentionally false and misleading; or (c) that you know contain computer viruses or programming routines intended to damage, disable, surreptitiously intercept or expropriate any system, data or personal information.
Documents may only be posted in file formats supported by the website (including MS Word, Adobe Acrobat, MS Excel and any other file format approved by EthosData). All documents posted shall be clear and legible and confirmed as virus-free by a reputable virus screening application. You agree (i) to cooperate with EthosData in correcting any problems associated with documents posted to the website by you or on your behalf; (ii) to retain back-up copies of the documents posted by you or on your behalf; (iii) to report promptly to EthosData any problems or errors that you observe with respect to documents or information posted to the website; and (iv) to notify EthosData , promptly by telephone and in writing (which includes email if receipt is acknowledged by EthosData ), of all court or administrative orders restricting the use, distribution or disposition of any documents or information posted to the website by you or on your behalf.
The Website is a secure application. Some of the security features offered by the website include include access control, 256-bit SSL data encryption, user authentication and a secure protected database. These facilities provide a high level of protection. However the total security of the Website cannot be guaranteed. The User understands and acknowledges that sometimes there are interruptions in service or events that are beyond the reasonable control of EthosData, and thus EthosData shall not be responsible for any data lost while transmitting information on the internet.
You understand and acknowledge that due to circumstances both within and outside of the control of EthosData, access to the Website may be interrupted, suspended or terminated from time to time. EthosData reserves the right, in its sole discretion, to terminate the access to Website and the related Services or any portion thereof at any time, without notice. EthosData shall also have the right at any time to change or discontinue any aspect or feature of the Website, including, but not limited to, content, settings, hours of availability and equipment needed for access or use. EthosData shall not be liable if for unavailability of the Website and/or the related Services.
Data Collection
"Data" means the information received or created by EthosData from such things as registration information, feature usage, data volume, number of access requests, type of browser, number and frequency of Users and any other similar information that EthosData may receive or create through analysis of use or Users. When you access our Website, we may automatically collect personal Data (e.g. name, address, IP address, telephone number or e-mail address), as you voluntarily choose to provide us with it by registration, survey, feedback, or support requests, etc.
Documents
Any materials displayed or hosted on the Website including documents uploaded by any user to the Website (“Documents”) are confidential in nature and may be legally privileged. You shall not disclose the Documents to any person not authorised to access them. The User grants EthosData a non-exclusive, worldwide, perpetual, royalty-free licence to all the Documents (including intellectual property rights inherent therein) uploaded by the User to so as to enable EthosData to provide the agreed services to any User who is authorised to access and/or review the Documents. The User remains the owner of all the Documents uploaded by the User on the Website. EthosData disclaims any responsibility whatsoever for the Documents uploaded on the Website.
Intellectual Property Rights
You shall not, and shall not attempt to, obtain any title to any EthosData (or that of our licensors) intellectual property. Such intellectual property includes (but is not limited to): All intellectual property rights (including all copyright, patents, trademarks, service marks, trade names, designs (including the "look and feel" and other visual or non-literal elements) whether registered or unregistered) in the Website and the Services, information content on the Website or accessed as part of the Services, any database operated by us and all the Website design, text and graphics, software and all software compilations and underlying source. All rights are reserved with EthosData.
None of the material listed in above may be reproduced or redistributed or copied, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, sold, rented or sub-licensed, used to create derivative works, or in any way exploited without our prior express written permission. You may, however, only if authorised in accordance with the access permissions store or print one copy of such content for authorised, non-commercial use, provided you keep intact all and any copyright and proprietary notices. You may not otherwise modify, reproduce, copy or distribute or use for commercial purposes any of the materials or content on the Website.
Disclaimer of Warranty; Limitation of Liability
The User expressly agrees that use of the Website is at the User’s sole risk. Neither EthosData, its subsidiaries or affiliates nor any of their respective employees, agents and third party content providers warrant that use of the Website will be uninterrupted or error free; nor do they make any warranty as to (i) the accuracy, reliability or content of any information or Services provided through the Website or the Minisites, or (ii) the results that may be obtained from use of this Website.
EthosData does not give any warranty that the Services or the Website are free from viruses which may have a harmful effect on any technology. EthosData reserves the right to change, modify, substitute, suspend or remove without notice any information or service from the Website or forming part of the Services from time to time. Your access to the Website and/or the Services may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. We assume no responsibility for functionality which is dependant on your browser or other third party software to operate.
EthosData reserves the right to block access to and/or to edit or remove any material which in our reasonable opinion may give rise to a breach of this Agreement. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorised access to, alteration of, or use of record, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action. The User specifically acknowledges that EthosData is not liable for the defamatory, offensive or illegal conduct of other users or third-parties and that the risk of injury from the foregoing rests entirely with the User.
In no event shall EthosData, or it subsidiaries and affiliates be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use the Website or the Services. In addition to the terms set forth above, neither EthosData, nor its subsidiaries and affiliates, third party service providers or third party content providers shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or unauthenticity of, the information contained within the Website, or for any delay or interruption in the transmission thereof to the User, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third-party claims or losses of any nature, including without limitation lost profits, punitive or consequential damages. Notwithstanding anything contained in this Agreement, EthosData’s aggregate maximum liability for any and all damages, losses, claims, fines, penalties, fees, expenses (including legal expenses), of any nature whatsoever, under this Agreement shall not exceed the amount of fees/charges payable/paid by you to EthosData for the Services rendered during the last twelve (12) months.
Nothing in this Agreement shall exclude or limit our liability for (i) fraudulent misrepresentation; (ii) death or personal injury caused by our negligence; or (iii) other liability which cannot be excluded or limited by applicable law.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ETHOSDATA DISCLAIMS ANY AND ALL WARRANTIES NOT EXPRESSLY STATED IN THE AGREEMENT INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT. THE USER IS SOLELY RESPONSIBLE FOR THE SUITABILITY OF THE SERVICES CHOSEN. ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS.
Monitoring
EthosData shall have the right, but not the obligation, to monitor the content of the Website at all times, including any forums that may hereinafter be included as part of the Website, to determine compliance with this Agreement and any operating rules established by EthosData, as well as to comply with applicable laws and regulations.
Indemnification
The User agrees to defend, indemnify and hold harmless EthosData, its subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims, fines, penalties, losses, damages and expenses, including attorneys’ fees, arising out of (i) the use of this Website and/or the Minisites by the User; (ii) the use, misuse or unauthorised use of the Services or the Website through your password; or (iii) any breach of this Agreement by you.
Termination
EthosData may terminate this Agreement at any time. Without limiting the foregoing, EthosData shall have the right to immediately terminate any passwords or accounts of a User in the event of any conduct by the User which EthosData, in its sole discretion, considers to be unacceptable, or in the event of any breach by User of this Agreement. All such provisions wherein the context so requires shall survive termination of this Agreement. Our right to terminate this Agreement shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.
Force Majeure
Without prejudice to any other provision herein, EthosData shall not be liable for any loss, damage or penalty as a result of any delay in or failure to deliver or otherwise perform hereunder due to any cause beyond our control, including, without limitation, acts of the User, embargo or other governmental act, regulation or request affecting the conduct of our business, fire, explosion, accident, theft, vandalism, riot, acts of war, strikes or other labour difficulties, lightning, flood, windstorm or other acts of God.
Miscellaneous
In the event the User is bound by a non-disclosure agreement (“NDA”) for its transaction, the User must comply with all applicable terms and conditions of such NDA and these Terms of Use.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.
No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default.
If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect.
All provisions of this Agreement apply equally to and are for the benefit of EthosData, its subsidiaries, any holding companies of EthosData, it (for their) affiliated and it (or their) third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf (save that this Agreement may be varied or rescinded without the consent of those parties).
The User understands and acknowledges that the information (including Documents) held on the Website is confidential and may be legally privileged. If the User is not authorised to access this information, the User shall not take any further steps to access the Website. Knowingly causing a computer to perform any function with intent to secure unauthorised access to any program or data held in any computer is a criminal offence. Legal issues arising out of, but not exclusive to the use of, this Website or the Services are governed by, and construed in accordance with, the laws of England and Wales (exclusive of its rules regarding conflicts of laws) and the parties shall submit to the non-exclusive jurisdiction of the English Courts.
The User represents and warrants that neither you, nor any of your officers or employees are Restricted Parties as defined by the United Kingdom or the United States of America. You will not knowingly designate any Restricted Party as a User or knowingly otherwise allow access to the Website to a Restricted Party. In the event that a Restricted Party is allowed access to the Website, you acknowledge that EthosData may terminate such Restricted Party’s access to the Website. For the purposes of this clause, “Restricted Parties” refers to individuals or entities listed on the Specially Designated Nationals list, located at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, or the Denied Persons list, located at http://www.bis.doc.gov/dpl/default.shtm.