Agreement for DealRoom Services

This Agreement (“Agreement”) entered into as of the Contract Date listed in the Order Form or Sign Up Page, is between DealRoom, Inc, located at 123 W. Madison Street, Chicago, Illinois 60602 (“DealRoom”) and Client as set forth in the Order Form or Sign Up Page (“Client” sometimes referred to as “you”) (each, a "party", and together, the "parties") and contains all of the terms and conditions of DealRoom applicable to the use of the DealRoom products and services, www.dealroom.net website (the “Site”) and through any DealRoom mobile applications (collectively “DealRoom”). Use of the Site constitutes an agreement with these terms and conditions (a “Visitor”), whether or not you register as a DealRoom user (a “User”). By using DealRoom, all Visitors and Users do hereby represent, warrant, understand, agree to and accept all terms and conditions contained herein. If you object to anything in this Agreement or the DealRoom Privacy Policy, do not use DealRoom. This Agreement includes and incorporates any Order Forms, Sign Up Pages as well as the Terms and Conditions below and all subsequent exhibits, appendices, amendments or other documents executed by the parties from time to time hereafter.

NOW, THEREFORE, in consideration of the terms and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Terms and Conditions

DEFINITIONS:

“Client”has the meaning set forth above and includes any affiliated entities or individuals that directly own or control Client, or are owned and controlled by Client.

“DealRoom” has the meaning set forth above and includes any affiliated entities or individuals that directly own or control DealRoom, or is owned and controlled by DealRoom.

"DealRoom Manager(s)" means those End Users designated by Client to have the authority to instruct DealRoom in connection with Client’s Online Rooms and to act as administrators of Client’s Online Room(s).

"End User(s)" means those persons (including without limitation employees and advisors of Client or any third party) authorized from time to time by Client or its DealRoom Managers, pursuant to methods directed by DealRoom, to access, process, store and/or communicate End User Files through Online Rooms. All End Users are counted on a per-Room basis.

"End User File(s)" means any printed, electronic or digital document or information that is uploaded or copied to an Online Room including any text, graphics or other content you provide.

"Online Room(s)" means collectively those DealRoom URLs, workspaces, exchanges and virtual datarooms, web site contents and features provided to Client through which End Users may access, process, store and communicate End User Files.

"Order" includes any Order Form filled out by Client including any Sign Up Page or any other form for other or additional Services separately entered into by Client and DealRoom at or after the Contract Date.

“Sign Up Page”means the page on dealroom.net where a Client can input its payment data to sign up to use DealRoom’s Services.

"Services" means collectively all DealRoom Online Rooms, DealRoom web site features, software, application programming interfaces, systems delivered or accessible through any media or device, support, additional services, and all related materials and documentation, provided by or on behalf of DealRoom to Client pursuant to this Agreement.

Subscription Term has the meaning set forth in section 4.

1.Master Terms; Orders:This Agreement shall govern any subsequent Orders between the parties. DealRoom grants to Client a non-exclusive, non-licensable, non-transferable, limited right to utilize the Services, strictly in accordance with the Terms and Conditions of this Agreement and each Order. The rights and obligations of the parties set out in any Order (or any other document comprising the Agreement) between the parties shall be governed by these Terms and Conditions; provided that in the event of any inconsistency between a provision of any Order and a provision of these Terms and Conditions, the provision of the relevant Order shall prevail solely with respect to the Services provided and used thereunder. Client may create and use Online Rooms solely to the extent and for the purpose(s) provided expressly under each Order.

2. Payments and Fees

FEES AND PAYMENTS

Client agrees to pay DealRoom fees and other charges according to each Order Form or Sign Up Page. DealRoom may charge Client separately for services not specified in Orders (including and without limitation; additional Online Rooms, new service features, consulting, programming, and integration services), provided that Client has approved such additional services and related charges in advance in writing provided to DealRoom. All fees and charges are payable in the currency used in the applicable Order to DealRoom upon receipt of invoice, within thirty (30) days. Disputes regarding fees must be promptly raised in writing by Client. Charges exclude applicable taxes; Client shall be responsible for the payment of all taxes associated with provision and use of the Services (other than taxes on Online Rooms' income).

DISPUTED CLAIMS

(b) If Client disputes any payment, DealRoom must be notified of the dispute by an email containing the name of the contracted company, invoice number, the specific charge and amount being disputed and the reason for the dispute. The email must be sent to finance@dealroom.net within fourteen (14) days of the date of the invoice containing the disputed charge. A dispute of a charge does not remove the Client from its obligation to pay the disputed charge. DealRoom will decide the validity of the dispute in good faith and in a timely manner, at its sole discretion.

3. Online Room Management: DealRoom will provide Client with one or more user ID's, initial passwords and/or other devices for Client's designated Online Room Managers to access and use each Online Room and to permit other End Users to access and use such Online Room. DealRoom may act on any instructions reasonably believed by DealRoom to be authentic communications from Client or its Online Room Managers, with respect to the management of Client's Online Rooms. Client acknowledges its Online Room Managers shall be authorized on Client's behalf, among other things, to appoint and remove other Online Room Managers, create, open and close Online Rooms, permit any person to upload End User Files to Online Rooms, and manage each End User's access to End User Files. It is Client's sole responsibility to keep all user IDs, passwords and other means of access to Online Rooms within the possession or control of Client's End Users and Online Room managers, employees and agents confidential and secure from unauthorized use. Client shall be responsible for monitoring its use of the Services within the limits set forth in the applicable Order. Further, you agree to refrain from charging anyone for access to any portion of DealRoom, or any information therein. You are responsible for anything that may occur through your account until you close down your account. If you become aware of any unauthorized use of your account information, you agree to notify DealRoom immediately by contacting support@dealroom.net.

4. Term and Termination

TERM

(a) This Agreement shall commence on the Contract Date and continue and renew automatically for consecutive thirty (30) day periods (“Subscription Term”) unless terminated by either party in writing, or as described in this section 4.

TERMINATION

(b) This Agreement can be terminated (i) in accordance with subsection 4(c), (ii) by agreement of the parties, or (iii) by delivery of written notice of termination by either party to the other after completion of performance or termination of all Orders in accordance with their terms. Except as otherwise expressly provided in any Order, upon termination of this Agreement, DealRoom's Services shall cease and Client will be prohibited to use of any DealRoom’s Services provided hereunder and will be liable to pay all outstanding payments owed within thirty (30) days.

(c) Either party may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other party of a material breach of these Terms and Conditions if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to the insolvency, receivership, liquidation or assignment for the benefit of creditors.

(c)(i) DealRoom may terminate this Agreement and cancel access to all DealRoom Services to Client upon five (5) business days' prior written notice to Client in the event any DealRoom invoice that is not then subject to a timely asserted reasonable and good faith dispute has not been paid within forty-five (45) days after issuance and remains unpaid as of the end of such notice period.

5. Ownership of Services, End User Files: Subject to the limited rights expressly granted in this Agreement, DealRoom owns and reserves all right, title, and interest in and to the Services, and all related components, applications, user interface designs, processes, software and source code and any other related intellectual property rights. Client shall not redistribute for commercial purposes, reverse engineer, disassemble, transfer or use the Services in any manner inconsistent with the terms and conditions of this Agreement. End User Files shall remain the property of Client (or their respective third party owners) and shall not be considered part of the Services and can be deleted at any time. Additionally, Client grants DealRoom a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licenseable, fully paid up and royalty-free right to DealRoom to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly to DealRoom, including, but not limited to, any User generated content, ideas, concepts, techniques or data to the services you submit to DealRoom, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to use is at your own risk of loss.  Client acknowledges that Online Rooms are intended to hold secondary copies of End User Files and not to maintain master or original documents. Client acknowledges and agrees that DealRoom shall not be responsible for the content of End User Files or the modification, use or publication of End User Files by any End User or third party.

6. Confidentiality and Equitable Relief

(a) "Confidential Information" means any and all information disclosed by or at the direction of either party to the other in connection with the provision or use of Services under this Agreement, including, without limitation, information relating to the business, operations, technology, properties, employees and customers of the disclosing party. Without limiting the foregoing, all information, processes, know-how, designs and technology relating to the Services as well as the terms of this Agreement shall be deemed DealRoom' Confidential Information, and all End User Files shall be treated as Client's Confidential Information.

EXCLUSIONS

(b) Notwithstanding the foregoing, "Confidential Information" does not include any information that a receiving party can demonstrate (i) was known to it prior to the information's disclosure in connection with provision or use of the Services; (ii) is or becomes known publicly through no wrongful act of the receiving party; (iii) was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential; or (iv) was independently developed by the receiving party, without the use of any Confidential Information.

PROTECTION OF HARMFUL INFORMATION

(c) Each receiving party agrees that it shall use Confidential Information of the disclosing party solely in furtherance of the performance of this Agreement and for no other purpose. Each party shall use the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances with less than reasonable care.

COMPELLED DISCLOSURE

(d) Each party agrees not to disclose the other party's Confidential Information to any person or entity other than: (i) to employees, agents, subcontractors or consultants of the receiving party on an as-needed basis, provided such persons have entered into written confidentiality agreements consistent with this Section 6 or otherwise are bound under substantially similar confidentiality restrictions; (ii) with respect to End User Files, as authorized by Client or its Online Room managers (or by End Users granted publication rights by such Online Room managers); (iii) to the extent required by court order, legal process, governmental or DealRoom regulation or applicable law, provided that the party required to disclose the information provides prompt advance written notice thereof (to the extent permitted by law) to the other party; or (iv) otherwise solely as expressly authorized in writing by the disclosing party. Notwithstanding any provision hereof to the contrary, DealRoom may use and disclose statistical data regarding the use of the Services, provided that Client, no End User or particular transaction shall be identified in connection with such statistics. Any costs in excess of $300 incurred by DealRoom in connection with third party document requests and subpoenas for production of End User Files shall be borne by Client.

EQUITABLE RELIEF

(e) Each party acknowledges and agrees the use or disclosure of Confidential Information inconsistent with this Agreement could cause irreparable harm to a disclosing party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any remedies available at law, any non-breaching party shall have the right to obtain immediate injunctive relief, without the necessity of posting a bond, in the event of a breach or threatened breach of this Section 6 by the other party, any of its Affiliates or their representatives. This Section 6 shall survive termination or expiration of this Agreement.

7. Warranties

(a) DealRoom warrants the Services will be provided in a manner generally recognized  (i) that meets or exceeds commercially reasonable industry standards and (ii) is reasonably designed for the secure maintenance and distribution of End User Files. DealRoom further warrants, to the best of its knowledge, that the Services do not contain any third party computer code intentionally designed to disrupt, disable, or harm in any manner the operation of the Services (e.g., "viruses" or "worms").

(b) OTHER THAN THE FOREGOING, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. DEALROOM MAKES NO WARRANTY THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE AT ALL TIMES, NOR DOES DEALROOM WARRANT THE COMPATIBILITY OR OPERATION OF THE SERVICES WITH ALL HARDWARE AND SOFTWARE CONFIGURATIONS. WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES THAT FEATURES OF THE DEALROOM SERVICE DESIGNED TO RESTRICT ACCESS TO OR USE OF END USER FILES CANNOT PREVENT MANUAL COPYING OF DISPLAYED INFORMATION AND MAY NOT PREVENT ELECTRONIC OR DIGITAL CAPTURE OF DOCUMENT CONTENTS BY END USERS USING THIRD PARTY SOFTWARE DESIGNED TO CIRCUMVENT SUCH SYSTEM FEATURES. EXCEPT AS SET FORTH IN THIS SECTION 7, DEALROOM MAKES AND CLIENT RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. DEALROOM DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF. CLIENT HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION BY DEALROOM OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.

DEALROOM IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES SENT THROUGH DEALROOM TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICED, OR TECHNOLOGY TO US.

DEALROOM DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE USERS USING THE SERVICE, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICE BY OTHER USERS; THEREFORE, DEALROOM DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

8. Representations, Covenants and Acknowledgments: Client represents and warrants to DealRoom that the disclosure of End User Files to DealRoom and to End Users at the direction of Client's DealRoom managers shall not violate any applicable law, regulation or third party rights in any material respect. By providing information to DealRoom, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. You acknowledge that this Agreement does not entitle you to any upgrades, add-on patches, enhancements, or fixes for the Services (collectively “Updates”). DealRoom, however, may occasionally provide automatic Updates to the Service at its sole discretion (and without any advanced notification to you). Any such Updates for the Service shall become part of the Service and subject to this Agreement. You covenant that you will fill out all forms with accurate information and will not use or attempt to use another’s account without authorization from DealRoom, or create a false identity on DealRoom. You covenant that any content uploaded to the Site can be legally uploaded by you and does not infringe on any patents, trademarks, trade secrets, copyrights or other proprietary rights, nor does it included any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. You covenant that you will not duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on DealRoom (excluding content posted by you) except as permitted in this Agreement, or as expressly authorized by DealRoom. You covenant that you will not utilize or copy information, content or any data you view on and/or obtain from DealRoom to provide any service that is competitive, in DealRoom’s sole discretion, with DealRoom. You covenant that you will not imply or state, directly or indirectly, that you are affiliated with or endorsed by DealRoom unless you have entered into a written agreement with DealRoom (this includes, but is not limited to, representing yourself as an accredited DealRoom trainer if you have not been certified by DealRoom as such). You covenant that you will not deep-link to the Site for any purpose, unless expressly authorized in writing by DealRoom or for the purpose of promoting your profile. You covenant that you will not infringe or use DealRoom’s brand, logos, and/or trademarks, including without limitation, using the word “DealRoom” in any business name, email, or URL or including DealRoom’s trademarks and logos except as expressly permitted by DealRoom. You covenant that you will not access via automated or manual means or processes, DealRoom for purposes of monitoring DealRoom’s availability, performance or functionality for any competitive purpose. You covenant that you will not engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of DealRoom’s website. You covenant that you will not attempt override any security component included in or underlying DealRoom or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on DealRoom’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or DealRoom personnel, attempting to gain unauthorized access to DealRoom, or transmitting or activating computer viruses through or on DealRoom. You covenant that you will not interfere with or disrupt DealRoom or the Service, including any servers or networks connected to DealRoom, in particular, DealRoom’s search algorithms.

It is your responsibility to keep your DealRoom profile information accurate and updated. Each party executing this Agreement represents to the other that it is authorized and has all rights necessary to enter into and be bound under this Agreement, and no law, regulation, court order or third party agreement prohibits its performance of this Agreement. Finally, this Agreement will constitute the legal, valid and binding obligation of each party when agreed upon by Client.

9. Indemnification

(a) Client will indemnify, defend and hold harmless DealRoom from and against any and all losses arising from or relating to any Action brought against DealRoom based on: (i) the material breach by Client of any of its representations in this Agreement; or (ii) the use of the Services or any End User Files by Client or any End Users acting for Client or its Affiliates, in violation of this Agreement, any applicable law, regulation or third party rights, and will indemnify DealRoom from any damages, attorney fees and costs finally awarded against DealRoom as a result of, or for amounts paid by DealRoom under a settlement approved by Client in writing of, a claim against DealRoom.

In particular, you agree to indemnify and hold DealRoom (and any employee, officer, director, or affiliate or subsidiary of DealRoom, each a “Company Person”) harmless (including costs and attorney's fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Service, the violation of this Agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted through the Service by you (including claims related to defamation, invasion of privacy, or other violations of a person’s rights). Your obligations under the foregoing indemnity may not be offset against any other claim you may have against DealRoom or any Company Person. You remain solely responsible for all content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service.

In addition, you hereby release any claims you may have against DealRoom and any Company Person that are in anyway related to the Service or your use of content offered through the Service, including any recommendations or referrals you may receive as a result of your registration with DealRoom. You are solely responsible for your use of the Service, for any content you provide, and for any consequences thereof, including the use of your content by other users and third parties partners.

INDEMNIFICATION NOTICE

(b) Indemnification under subsections (a) and (b) require prompt written notice from one party to the other concerning the claim against them. The indemnifying party shall have sole control of the defense and settlement of the claim against the other party (with the other party’s written consent on the settlement amount) and will give reasonable assistance to aid in the defense and/or settlement.

10. Limitation of Liability

(a) IN NO EVENT WILL DEALROOM HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

(b) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF DEALROOM OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

11. Miscellaneous

NOTICES

(a)Except as otherwise expressly provided, all notices, requests, demands or consents under this Agreement must be in writing, and be delivered personally, by certified mail, or internationally recognized courier service to the addresses of the parties set forth in this Agreement or by email. Notices to DealRoom shall be sent to the attention of the General Counsel or to finance@dealroom.net.

MODIFICATION

(b) Any modification, amendment or waiver to this Agreement shall not be effective unless in writing and signed by both parties.

INDEPENDENT CONTRACTORS; NO THIRD PARTY BENEFICIARIES

(c) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the parties. No third-party beneficiary rights are granted as a result of or pursuant to this Agreement.

FORCE MAJEURE

(d) Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach and will be excused to the extent caused by any event beyond the reasonable control of such party including, but not limited to, acts of God, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions in telecommunications or Internet or network provider services, problems due to Client owned equipment, power outages, and governmental restrictions. If a force majeure event prevails for a continuous period of more than thirty (30) days, the party not affected by the Force Majeure Event may terminate this agreement by giving fourteen (14) days written notice.

ENTIRE AGREEMENT

(e) This Agreement supersedes all prior agreements, understandings, representations, warranties, proposals, requests for proposal and negotiations, if any, related to the subject matter hereof.

SEVERABILITY

(f) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to the law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. This Section 11 shall survive termination or expiration of this Agreement.

ASSIGNMENT

(g) Except as otherwise provided below, neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, and such consent shall not be unreasonably withheld. Either Party shall have the right to assign this Agreement in connection with the merger, reorganization or acquisition of such party or the sale of all or substantially all of its assets related to this Agreement, without such consent. Any purported assignment of this Agreement in violation of this subsection shall be invalid. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.

GOVERNING LAW; JURISDICTION

(h) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its conflict of laws principles. The parties agree the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties agree to submit to the jurisdiction of the state and federal courts located in Cook County, Chicago, for the adjudication of any case or controversy arising under this Agreement. Notwithstanding the above, you agree that DealRoom shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

WAIVER/SEVERABILITY

(i) The failure of DealRoom to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment of DealRoom’s right to assert or rely upon any such provision or right in that or any other instance. In fact, DealRoom may choose to enforce certain portions of this Agreement more strictly against certain Users than t does against Users in general, and such disparate treatment shall not be grounds for failing to comply with this Agreement as so interpreted. If any portion of this Agreement is deemed unlawful, void or enforceable by any court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from the Agreement.

STATUTE OF LIMITATIONS

(j) You and DealRoom both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service, this Agreement must be filed within ONE (1) YEAR after such claim or cause of action arose or be forever barred.

WAIVER OF JURY TRIAL

(k) BOTH PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY SUCH LITIGATION.

PUBLICITY

(l) Client hereby understands and agrees that DealRoom may issue a press release regarding this transaction. Pricing terms shall remain strictly confidential. In addition, and upon request, Client agrees to provide a written or verbal reference regarding its use of the Services.

COMMUNICATIONS ON SITE

(m) DealRoom does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content or communications posted via the Service or endorse any options expressed via the Service or anywhere else.

You understand that by using the Service, Site or other DealRoom product, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against DealRoom for any such material. You understand that the Service may include advertisements or other content, which may be targeted to the content or information on the Service, queries made through the Service, or other information, and you have no claim against DealRoom for the placement of advertising or similar content on the Service or in connection with the display of content or information from the Service whether submitted by you or others.

SERVICE ELIGIBILITY

(n) To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are not currently restricted from the Service, or not otherwise prohibited from having a DealRoom account; (2) are not a competitor with DealRoom or are not using the Service for reasons that are in competition with DealRoom; (3) will only maintain one DealRoom account at any given time; (4) agree to provide at your cost all equipment, software, and internet access necessary to use the Service.

NOTIFICATIONS AND SERVICE MESSAGES

(o) For purposes of service messages and notices about the Services to you, DealRoom may place a banner notice across its pages to alert you to certain changes such as modifications to this Agreement. Alternatively, notice may consist of an email from DealRoom to an email address associated with your account, even if we have other contact information. You also agree that DealRoom may communicate with you through your DealRoom account or through other means including email, mobile number, telephone, or delivery services including the postal service about your DealRoom account or services associated with DealRoom. Please review your settings on your account to control what kind of messages you receive from DealRoom. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

(p) You should carefully read our full Privacy Policy on our Site before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to DealRoom, the Site, the Service, and/or other Users, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

EXPORT CONTROL

(q) Your use of DealRoom Services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not-directly or indirectly- sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any End-User without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

REQUIREMENTS RELATED TO INVESTMENTS

(r) You will use your own judgment before making any decision to invest or to accept an investment. You will be solely responsible for complying with applicable law regarding any transaction, including without limitation the determination of whether an investor is an Accredited Investor and whether an investment complies with the terms of local law. You will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice

The Service is for information purposes only and does not constitute and should not be construed as a solicitation or offer, or recommendation to acquire or dispose of any investment or to engage in any other transaction, or advice of any nature whatsoever. If the User seeks advice rather than information it should seek an independent advisor and hereby agrees that it will not hold DealRoom responsible in law or equity for any decisions of whatsoever nature the User makes or refrains from making following its use of the Service.

APIS AVAILABLE THROUGH THE SERVICE

(s) We may make available one or more APIs for interacting with the Service. Your use of any DealRoom API is subject to this Agreement and the DealRoom API Rules, which will be posted before we make these APIs available (and will become part of this Agreement upon posting).

WAIVER

(k) No failure or delay of either party in exercising any right under this Agreement will constitute a waiver of that right.