1. I. Introduction
  2. II. Your Obligations
  3. III. Our Rights
  4. IV. Disclaimers
  5. V. Limitation of Liablity
  6. VI. Term & Termination
  7. VII. Dispute Resolution
  8. VIII. Copyright Policy

This Agreement contains all of the terms and conditions of DealRoom Inc. applicable to the use of the DEALROOM products and services and the www.dealroom.net website (the "Site") and through any DEALROOM mobile application (collectively, "DEALROOM"). Please read this Agreement before using the Site. Use of the Site constitutes an agreement with the Terms of Service (this "Agreement"), whether or not you register as a DEALROOM user (a "User"). If you wish to become a User and make use of DEALROOM products and services, including but not limited to the Site (collectively, the "Service"), then please read this Agreement. By using DEALROOM, all 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 is subject to change by DEALROOM at any time, effective upon posting on the Service, and your use of the Service after such posting will constitute acceptance by you of such changes.

Purpose

At DealRoom, our mission is to make the world's most complex transactions more cost-efficient and less time-consuming. We believe that innovative technology can enable financial professionals to scale their efforts and generate greater returns than ever before.

License and warranty for your submissions to DEALROOM

You own the information, text, or graphics ("Content") you provide DEALROOM under this Agreement, and may request its deletion at any time, unless you have shared information or content with others and they have not deleted it, or it was copied or stored by other Users. Additionally, you grant DEALROOM a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to us 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 us is at your own risk of loss.

By providing information to us, 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. It is your responsibility to keep your DEALROOM profile information accurate and updated.

You will only provide DEALROOM, the Site, the Service and other Users with Content that you have a right to provide to DEALROOM and to allow DEALROOM to display through the Service -- which means that you have adequate rights to all copyrights, trademarks, trade secrets, intellectual property or other material provided by you for display by DEALROOM, and that you understand that any other Content you find on or through DEALROOM is the sole responsibility of the person who originated such Content.

You understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability. DEALROOM will not be responsible or liable for any use of your Content by DEALROOM in accordance with this agreement.

You are not relying on DEALROOM and that you understand that we do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service.

You understand that by using the Service, 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

To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Service, or not otherwise prohibited from having a DEALROOM account, (3) are not a competitor of DEALROOM or are not using the Service for reasons that are in competition with DEALROOM; (4) will only maintain one DEALROOM account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any rights of DEALROOM, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and Internet access necessary to use the Service.

Sign-In Credentials

You agree to: (1) Keep your password secure and confidential; (2) not permit others to use your account; (3) refrain from using other Users' accounts; (4) refrain from selling, trading, or otherwise transferring your DEALROOM account to another party; and (5) refrain from charging anyone for access to any portion of DEALROOM, or any information therein. Further, you are responsible for anything that happens 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. To close your account, please contact us via email at support@dealroom.net or via mail at 123 W Madison, Chicago IL 60602.

Indemnification

You indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of Content that violates third party rights or applicable laws, (2) any Content you submit to other Users, DEALROOM and/or the Service, and (3) any activity in which you engage on or through 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 attorneys' 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 violation 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.

You understand that DEALROOM employees and affiliates may participate in the Service and that DEALROOM is not responsible for any of their activities, including statements or other information in any emails or other communications such individuals make in that capacity.

Subscriptions

Renewal and Cancellation. Subscriptions and some paid features (collectively, "Features") may be automatically extended for successive renewal periods of the same duration as the subscription and/or Feature term originally selected. DEALROOM may continue to renew subscriptions and/or Features until User requests a cancellation. To cancel a subscription and/or Feature, User may contact DEALROOM by phone at 312-344-3442, or by email at support@dealroom.net.

Payment Obligations

You agree to pay for the Service and provide DEALROOM express authorization to charge said fees as agreed to at the time of the order. Fees owed depend on the specific type and quantity of Features ordered from time to time. Payment of fees shall not be contingent on any events other than the delivery of the ordered Service and Features.

You agree to pay the fees currently in effect for the Service and Features you order. DEALROOM shall notify you electronically 30 days in advance before making any changes to such fees. It is your responsibility to promptly provide DEALROOM with any contact or billing information changes or updates (including phone number, credit card numbers, email addresses, etc.). Account updates may be made on the Site. Your subscription is for your use and cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone. Service privileges are subject to change from time to time and may be subject to listing and searching limitations.

Notifications and Service Messages

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

You should carefully read our full Privacy Policy 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

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.

Contributions to DEALROOM

By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to DEALROOM through its suggestion or feedback webpages on the Site, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) DEALROOM is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) DEALROOM shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) DEALROOM may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to DEALROOM all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from DEALROOM under any circumstances.

Requirements of Membership

You have the right, authority, and capacity to enter into this agreement on your own behalf and on behalf on any entity for whom you are acting and to abide by all of the terms and conditions contained herein, and that if any aspect of your participation in DEALROOM violates provisions of local law to which you are subject, you will cease using the Service and close your account.

Requirements related to Investments

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 any investor is an Accredited Investor and whether any investment complies with the terms of local law (whether the law of a US state, or the law of any foreign government with jurisdiction over you or any investor). You will obtain such professional advice as is appropriate to protect your interests, including legal, accounting and other advice.

Securities Solicitation Policy

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.

By posting on this Site User represents and agrees that nothing contained herein constitutes an offer to sell or solicitation of an offer to buy any security. User agrees that DEALROOM provides no services or assistance in connection with any funding request.

Other Covenants Necessary to Allow Us to Provide the Service

  • You acknowledge that DEALROOM is not obligated to pay you or to cause any other party to pay you anything with respect to your activities on DEALROOM, or to feature or otherwise display your Content or Contributions on the Site.
  • You acknowledge that you do not rely on DEALROOM to monitor or edit the Service (including emails initiated by individuals, regardless of whether those individuals are otherwise associated with DEALROOM) and that the Service may contain Content or Contributions which you find offensive or which is untrue or misleading and you hereby waive any objections you might have with respect to viewing such Content or Contributions.
  • You agree that this Agreement does not entitle you to any support, upgrades, updates, add-ons 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.

If you operate, manage or otherwise control a search engine or robot, or you republish a significant fraction of DEALROOM Content (as we may determine in our reasonable discretion), you must additionally follow these rules:

  • You must use a descriptive user agent header.
  • You must follow robots.txt at all times.
  • You must make it clear how to contact you, either in your user agent string, or on your website if you have one.

APIs available through the Service

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).

DEALROOM Community Rules (USER "DOS" and "DON'TS.")

As a condition to access DEALROOM, you agree to this Agreement and to strictly observe the following DOs and DON'Ts:

Do undertake the following:

  • Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
  • Provide accurate information to us and update it as necessary;
  • Review and comply with our Privacy Policy;
  • Review and comply with notices sent by DEALROOM concerning the Service; and
  • Use the Service in a professional manner.

Don't undertake the following: Participants in the DEALROOM community will not:

  • Publish inaccurate information in the designated fields on the profile form (e.g., do not include a link or an email address in the name field). Please also protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature;
  • Create a User profile for anyone other than a natural person;
  • Harass, abuse or harm another person, including sending unwelcome communications to others using DEALROOM;
  • Upload a profile image that is not your likeness or a head-shot photo;
  • Use or attempt to use another's account without authorization from DEALROOM, or create a false identity on DEALROOM;
  • Upload, post, email, transmit or otherwise make available or initiate any Content that:
    • Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;
    • Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;
    • Adds to a Content field Content that is not intended for such field (i.e. submitting a telephone number in the "title" or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by DEALROOM);
    • Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; Includes any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation. This prohibition includes but is not limited to (a) using DEALROOM invitations to send messages to people who don't know you or who are unlikely to recognize you as a known contact; (b) using DEALROOM to connect to people who don't know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases; Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of DEALROOM or any User of DEALROOM; and/or Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services.
  • Participate, directly or indirectly, in the setting up or development of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices.
  • 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;
  • Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof
  • 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;
  • 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);
  • Adapt, modify or create derivative works based on DEALROOM or technology underlying the Service, or other Users' Content, in whole or part;
  • Deep-link to the Site for any purpose, (i.e. including a link to a DEALROOM web page other than DEALROOM's home page) unless expressly authorized in writing by DEALROOM or for the purpose of promoting your profile;
  • Remove any copyright, trademark or other proprietary rights notices contained in or on DEALROOM, including those of both DEALROOM and any of its licensors;
  • Remove, cover or otherwise obscure any form of advertisement included on DEALROOM;
  • Collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from DEALROOM except as expressly permitted in this Agreement or as the owner of such information may expressly permit;
  • Share information of non-Users without their express consent;
  • 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;
  • Use manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the site;
  • Use bots or other automated methods to access DEALROOM, add or download contacts, send or redirect messages, or perform other activities through DEALROOM, unless explicitly permitted by DEALROOM;
  • Access, via automated or manual means or processes, DEALROOM for purposes of monitoring DEALROOM's availability, performance or functionality for any competitive purpose;
  • Engage in "framing," "mirroring," or otherwise simulating the appearance or function of DEALROOM's website;
  • Attempt to or actually access DEALROOM by any means other than through the interfaces provided by DEALROOM such as its mobile application or by navigating to http://www.DEALROOM.com using a web browser. This prohibition includes accessing or attempting to access DEALROOM using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including DEALROOM;
  • Attempt to or actually override any security component included in or underlying DEALROOM;
  • 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;
  • Interfere with or disrupt or game DEALROOM or the Service, including, but not limited to, any servers or networks connected to DEALROOM, in particular DEALROOM's search algorithms.
  • Expect DEALROOM to evaluate, confirm, endorse, or otherwise stand behind any person's statements or recommend any investment, or treat any email or other information you receive as a result of your access to the Service as a representation of any kind by DEALROOM or any Company Person on which you should rely.
  • Claim any ownership right in any material, software or other intellectual property displayed on, published by or otherwise available through DEALROOM, other than Content, software or intellectual property that you own or otherwise have rights to without regard for its appearance on DEALROOM.
  • Use DEALROOM to market services, particularly investment advisory services, that might cause DEALROOM to have to register as a broker dealer with the SEC, or to be treated as an underwriter.
  • Promote or solicit the purchase or sale of any product, security or investment.
  • Post or submit any Content or Contributions that:
    • include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
    • include hateful, profane, obscene, indecent, pornographic, sexual or otherwise objectionable Content or language;
    • defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone;
    • promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances;
    • violate the contractual, personal, intellectual property or other rights of any person, or promote or constitute illegal activity;
    • reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual;
    • trick, defraud, deceive or mislead DEALROOM or other users, especially in any attempt to learn sensitive information;
    • make improper use of DEALROOM's support services or submit false reports of abuse or misconduct;
    • forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information;
    • cover or obscure any notice, banner, advertisement or other branding on the Service;
    • disguise the source of materials or other information you submit to the Service or use tools which anonymize your internet protocol address (e.g., anonymous proxy) to access the Service; or
    • interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service or the Content.

Service Availability

For as long as DEALROOM continues to offer the Service, DEALROOM may provide and seek to update, improve and expand the Service. As a result, we allow you to access DEALROOM as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue DEALROOM, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our Site or by direct communication to you unless otherwise noted. DEALROOM further reserves the right to withhold, remove and or discard any Content available as part of your account, with or without notice if deemed by DEALROOM to be contrary to this Agreement. For avoidance of doubt, DEALROOM has no obligation to store, maintain or provide you a copy of any Content that you or other Users provide when using the Services

Connections and Interactions with other Users

You are solely responsible for your interactions with other Users. DEALROOM may limit the number of connections you may have to other Users and may, in certain circumstances, prohibit you from contacting other Users through use of the Service or otherwise limit your use of the Service.

DEALROOM reserves the right, but has no obligation, to monitor disputes between you and other Users and to restrict, suspend, or close your account if DEALROOM determines, in our sole discretion.

If you have a dispute with other Users, you release DEALROOM and hereby agree to indemnify DEALROOM from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

DO NOT RELY ON DEALROOM, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR DEALROOM AND ALL INFORMATION AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. DEALROOM DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY DEALROOM OR ANYTHING RELATED TO DEALROOM, YOU MAY CLOSE YOUR DEALROOM ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION VI ("TERM AND TERMINATION") AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

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, SERVICE, 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. DEALROOM DOES NOT GUARANTEE THAT THE SERVICE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICE MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. DEALROOM DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, DEALROOM DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Neither DEALROOM nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (collectively, "DEALROOM Affiliates") shall be cumulatively liable for (a) any damages in excess of the amount you have paid DEALROOM in the ninety (90) days immediately preceding the date on which you first assert any such claim, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from DEALROOM. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose.

Unless terminated by DEALROOM, this Agreement will remain in full force and effect while you use any of the Services. You may terminate this Agreement at any time by deleting all Content you have provided to DEALROOM and ceasing to use the Service. DEALROOM may terminate this Agreement at any time, particularly if you violate any provision of this Agreement. Upon termination of this Agreement for any reason, you shall destroy and remove from all computers, and other storage media all copies of the any intellectual property owned by DEALROOM or any other User that you acquired by use of the Service. Your representations in this Agreement and the provisions of Sections II and any other provision which by their nature are designed to survive termination shall survive any termination or expiration of this Agreement.

Law and Forum for Legal Disputes

This Agreement or any claim, cause of action or dispute ("claim") arising out of or related to this Agreement shall be governed by the laws of the state of Illinois regardless of your country of origin or where you access DEALROOM, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and DEALROOM agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Cook County, Illinois. You and DEALROOM agree to submit to the personal jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims. 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. 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 or to interpret certain provisions more strictly against certain Users than it 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.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.

No Third Party Beneficiaries. This Agreement is between you and DEALROOM. No User has any rights to force DEALROOM to enforce any rights it may have against any you or any other User.

Government Use. If You are a part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Service is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Service and any related software is a "commercial item," "commercial computer software" and "commercial computer software documentation". In accordance with such provisions, any use of the Service by the Government shall be governed solely by this Agreement.