Diligence Vault Corp. provides services available at our website www.diligencevault.com and our platform at https://app.diligencevault.com ("DiligenceVault"). Use of the Site and our services including any service, software, application, plugin,component, functionality or program provided now or in the future (“Service” or “Services”) is governed by these Terms of Service(“Terms”). These Terms apply to Customer (also referred to as “You”), Customer’s employees (“Employee Users”) and third party users (“Third Party Users”) (collectively “Users”) utilizing Customer’s Account (as hereinafter defined).
BY COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) HAVE THE AUTHORITY TO, OR ARE AUTHORIZED TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS; AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY THESE TERMS AND CONDITIONS.
DiligenceVault, a software-as-a-service platform for information exchange and ongoing due-diligence for both asset owners and asset managers. The platforms leverages technology in helping you create productive capacity.
If You begin the registration process for Services but fail to complete the process, DiligenceVault may contact You in an effort to successfully guide you through this process. You hereby authorize DiligenceVault to make such contact, even if You ultimately determine not to register for Services.3.2 User Accounts and Responsibilities
A User Account is required for an individual to access and utilize the Service under your Customer Account. To establish a User Account, the User (or the Customer on behalf of User) must complete a registration process by providing DiligenceVault with current, complete and accurate information as prompted by the registration form. In registering Users for the Service, Customer agrees that it and its Users will submit accurate, current and complete information and promptly update such information as appropriate. Should DiligenceVault suspect that any User information is not accurate, current or complete, DiligenceVault reserves the right to suspend or terminate the Customer’s and/or the User’s usage of the Service. Each User must choose a personal, non-transferable password. User accounts cannot be shared or used by more than one individual.
Subject to the Standard of Care (as defined below), you are solely responsible for any and all activities that occur under your Customer Account, including ensuring that you and all Users exit or log-off from the Service at the end of each session of use and ensuring that you and your Users have all necessary rights in and to the Data submitted to the Service under your Customer Account. You shall notify DiligenceVault immediately of any unauthorized use of your Customer Account or any User password or any other breach of security that is known or suspected by you. Subject to the Standard of Care, Customer agrees to indemnify and hold DiligenceVault harmless against any claim and/or liability resulting from Customer’s failure to comply with the responsibilities set forth in this Section.
Customer retains all rights to any and all of Customer’s or its Users’ Uploaded Data. DiligenceVault will not edit or disclose any identifiable information regarding You or your Customer Account, including any Uploaded Data, without your prior permission, except as permitted by this Agreement or as required by applicable law. DiligenceVault may access your account, including Uploaded Data, to respond to service or technical problems or as stated in this Agreement or required by applicable law. You, not DiligenceVault, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Uploaded Data, and DiligenceVault shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Uploaded Data.
Except to the extent permitted by applicable law, Customer may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in connection with the Services and/or any other aspect of the Company’s technology. Customer shall not market, offer to sell, sell and/or otherwise resell the Service to any third party. Customer agrees, on behalf of itself and its Users, not to use the Service (a) in connection with sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (b) to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (c) to transmit through or post on the Service unlawful, harassing, libelous, abusive, harassing, fraudulent, tortious, defamatory, threatening, harmful, abusive, libelous, invasive of another's privacy, vulgar, obscene or otherwise objectionable material of any kind or nature or material which is harmful to minors in any way; (d) to transmit through or post on the Service any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (e) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots; (f) to interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (g) to attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service through password mining or any other means; (h) to harass or interfere with another user’s use and enjoyment of the Service; (i) to submit to or store in the Service any Protected Health Information unless the Customer has informed DiligenceVault in advance and executed a Business Associate Agreement in the form determined by DiligenceVault, or (j) to make any representations with respect to DiligenceVault or this Agreement (including, without limitation, that DiligenceVault is a warrantor or co-seller of any of Customer’s products and/or services). All judgments concerning the applicability of these restrictions and any responses to violations thereof shall be at the sole and exclusive discretion of DiligenceVault. DiligenceVault has no obligation to monitor the Service or any User’s use thereof or retain the content of any User session. However, DiligenceVault reserves the right at all times to access, acquire, use, delete, monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, and such action is considered to be authorized by You; provided that, in. the event that DiligenceVault is so required to disclose any such information, DiligenceVault shall give Customer prompt written notice of such requirement, if permitted under law, so that Customer may seek an appropriate protective order and, if such order is unable to be obtained, or Customer waives compliance with this Agreement, DiligenceVault will disclose only that portion of the information which they are advised by counsel in writing that they are legally required to so disclose and will obtain reliable assurance that confidential treatment will be accorded the information so disclosed.5.1 Term and Termination
This Agreement shall commence on the Effective Date and continue for the Term. DiligenceVault, in its sole discretion, may terminate your password, account or use of the Service and remove and discard any Uploaded Data within the Service if you fail to comply with this Agreement. You may terminate your Customer Account upon thirty (30) days’ notice to DiligenceVault at any time; however, you will not receive a refund of any portion of your fees paid to DiligenceVault. Any written notice of termination must be submitted to DiligenceVault's Customer Support department (firstname.lastname@example.org) Upon termination of this Agreement, You will immediately discontinue all access and use of the Service. Neither party shall be liable for any damages resulting from a termination of this Agreement in accordance with this Section.
Upon termination, you may request a file of your Uploaded Data, which DiligenceVault will make available for a fee. You must make such request within thirty (30) days of termination. DiligenceVault shall have no obligation to maintain any Uploaded Data stored in your Customer Account or to forward any Uploaded Data to You or any third party.5.2 Proprietary Rights
Except for the subscription rights granted herein, You have no right, title or interest in or to the Service or any intellectual property rights related thereto. You agree that DiligenceVault or its licensors retain all proprietary right, title and interest, including intellectual property rights, in and to the Services, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, upgrades and interfaces thereto5.3 Indemnification
You agree to indemnify, defend and hold harmless DiligenceVault, its parents, its affiliates and their respective officers, directors, employees, attorneys, representatives, licensors, third-party providers and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Service (including the Uploaded Data) or breach of this Agreement, except to the extent arising from DiligenceVault’s failure to satisfy the Standard of Care or any claim by a third party related to infringement of intellectual property.5.4 Disclaimer of Warranties
THE SERVICES ARE PROVIDED BY DILIGENCEVAULT ON AN "AS IS" BASIS. DILIGENCEVAULT DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DILIGENCEVAULT.5.5 Limitation of Liability
IN NO EVENT SHALL DILIGENCEVAULT'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO DILIGENCEVAULT IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL DILIGENCEVAULT BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE OR FOR ANY DATA OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF DILIGENCEVAULT HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.5.6 Compliance with Laws
Customer and all Users agree to comply with all applicable local, state, national and foreign laws, rules and regulations in connection with their access and/or use of the Services under this Agreement. Customer shall comply with all legal duties applicable to Customer as a data controller by virtue of Customer submitting Uploaded Data to or storing Uploaded Data within the Service. Specifically, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection law to provide and, if necessary, obtain the consent of or provide choices to such persons and/or participants as required by such laws.
DiligenceVault reserves the right to delete or disable the accounts of Users who we believe to be infringing the intellectual property rights of others and to remove any such infringing materials. If you believe the Services have been used in a way that constitutes copyright infringement, please send a message to our Copyright Agent, providing all of the following information, as required by the Digital Millennium Copyright Act:
Please send your notice by email or regular mail to: email@example.com
DiligenceVault also reserves the right to forward the information in the copyright-infringement notice to the User who allegedly provided the infringing content
DiligenceVault controls and operates the Service from its location in the United States using servers in the U.S. and other countries. As a U.S. company, DiligenceVault and its Services are subject to the U.S. economic sanctions and export control laws and regulations. DiligenceVault makes no representation that the Service is appropriate or available for use in other locations. By using the Service outside of the U.S., you agree that you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of the U.S. and other countries. You further agree that no information or data acquired through the use of the Service is or will be acquired for, shipped, transferred, exported or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor is or will be used for nuclear activities, chemical biological weapons or missile projects, unless specifically authorized by the U.S. Government for such purposes. You further acknowledge that Uploaded Data may be stored on or routed through servers located outside the United States. You shall comply strictly with all U.S. export control and economic sanctions laws and regulations (including, without limitation, the U.S. International Traffic in Arms Regulations, the U.S. Export Administration Regulations and regulations administered by the Department of the Treasury’s Office of Foreign Assets Control) applicable to transfers of such Uploaded Data and assume sole responsibility for obtaining licenses to export or re-export as may be required. DiligenceVault shall have no liability for your failure to comply with such laws, regulations, licenses or other authorizations in relation to the Service and/or the Uploaded Data. Notwithstanding any other provision in this Agreement, DiligenceVault shall have the right to terminate this Agreement immediately upon the determination by DiligenceVault that Customer is not in compliance with US export laws or violates any government privacy and/or data protection laws.
This Agreement shall be governed by New York law, and all disputes, actions, claims or causes of action related to this Agreement or the Service shall be brought only in the federal and state courts located in New York.
Customer and DiligenceVault are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
For all purposes of this Agreement and the operation of the Service, DiligenceVault shall be entitled to rely on its reasonable and good faith determination of an individual’s or administrator’s authority to act on behalf of Customer.
Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers and other third parties; explosions and fires; embargoes, strikes and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party. If at any time continued provision of the Service would compromise the security of the Service due, without limitation, to hacking attempts, denial of service attacks, mail bombs or other malicious activities, Customer agrees DiligenceVault may temporarily suspend the Service.
DiligenceVault may provide Customer with notice via e-mail, regular mail and/or postings on the DiligenceVault website.
The failure of a party or DiligenceVault in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this Agreement, and the other provisions shall remain in full force and effect. In this case, the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement.
Captions and headings are used herein for convenience only. Captions and headings are not a part of this Agreement and shall not be used in interpreting or construing this Agreement.
The English language version of this Agreement shall be the controlling version and is incorporated by reference into any translation of this Agreement. Any translation or other language version of this Agreement shall be provided for informational purposes only.
Pronouns contained in this Agreement shall apply equally to the feminine,neuter and masculine genders. The singular shall include the plural, and the plural shall include the singular.
For purposes of this Agreement:
“Agreement” means these Terms of Service as may be amended from time to time and any other documents incorporated by reference.
“Customer” means the legal entity or individual that enters into this Agreement. Customer is also referred to in this Agreement as “You”.
“Customer Account” means a storage account for the use of the Service assigned to a Customer.
“Effective Date” means the date of electronic acceptance of this Agreement by Customer.
“Uploaded Data” means any files and data that Customer or User uploads into Customer Account for storage or transfer to third parties, but not any other data, including, without limitation, registration and relationship information that DiligenceVault collects to do business with Customer and to improve the Service.
“User Account” means an individual’s account for use of the Service that is affiliated with a Customer Account.