Blueflame AI assistant for Reviewers

By selecting “Add To This Project” or using the Blueflame Services (defined below), you: (i) agree to be bound by the Blueflame AI assistant for Reviewers Terms and Conditions below (the “Agreement”); (ii) represent that you have full legal authority to enter into the Agreement on behalf of yourself and the entity that employs you or that you represent (collectively, “You” or “Your”); and (iii) acknowledge that you are authorized to accept the Agreement. If you do not agree to the Agreement or lack such authority, you may not use the Blueflame Services.

1) NATURE OF ACCESS, NO INDEPENDENT RIGHTS GRANTED, USE LIMITS, RESPONSIBILITY

a) NATURE OF ACCESS. Blueflame AI is an artificial intelligence-powered query and analysis tool provided by Datasite that enables You to query Project Content You are independently authorized to access under the Permission Controls established by the applicable Datasite Customer for the relevant Datasite Project and Approved Use Case (the “Blueflame Services”).

b) NO INDEPENDENT RIGHTS GRANTED. This Agreement does not grant You or any other person any right to access, view, or use Project Content beyond Permission Controls, or to access Project Content maintained on, or use Blueflame Services for, any other virtual data room.

c) USE LIMITS AND RESTRICTIONS. You may use the Blueflame Services and Project Content only for the Approved Use Case, unless Datasite approves otherwise in writing. Without limiting the foregoing, You shall not: (i) circumvent, disable, override, or otherwise bypass applicable Permission Controls; (ii) permit another person to access Project Content through Blueflame AI, including through credential sharing; or (iii) access Project Content after Your access has been revoked, modified, suspended, or expired.

d) RESPONSIBILITY. You are solely responsible for (i) reviewing, verifying, and validating all output before relying on it; and (ii) independently confirming its accuracy, completeness, and suitability against the underlying Project Content and other authoritative sources, using your own professional judgment.

2) TERM & TERMINATION:

Datasite LLC or its applicable Affiliate (“Datasite”) will provide the Blueflame Services until the earliest of: (i) the Datasite Customer revoking, suspending, or removing Your access to Project Content without reinstating it while the Datasite Project remains open; (ii) the Datasite Customer or Datasite closing the Datasite Project; (iii) the Datasite Customer requesting deactivation of Your Blueflame Services without subsequently reauthorizing them while the Datasite Project remains open; or (iv) Datasite terminating this Agreement upon written notice to You for any reason, including Your breach of this Agreement, violation of applicable law, or Datasite’s determination that continued provision of the Blueflame Services is no longer commercially or legally practicable (the “Term”). All payment obligations are non-cancelable, and all Blueflame Services Fees are non-refundable. No action described above entitles You to any refund, credit, or other compensation.

3) FEES, STRIPE, TAXES

a) FEES. You shall provide valid, current credit card information and authorize Datasite to charge all Blueflame Services Fees during the Term. Datasite may immediately suspend the Blueflame Services if payment is declined. Payment is not contingent on Datasite completing onboarding forms, accepting purchase orders, or using Your billing or other portals.

b) STRIPE.  Payments are processed by Stripe and subject to Stripe’s applicable terms. Stripe may collect and process personal data, including device information, to provide, improve, and protect its services, including for fraud detection and prevention. More information is available in Stripe’s terms and privacy policy at https://stripe.com/privacy.

c) TAXES.  Blueflame Services Fees exclude applicable Taxes, which You are responsible for paying.

4) OWNERSHIP

Project Content remains the property of its original owner and is not part of the Blueflame Services. As between the parties, Datasite retains all Intellectual Property Rights in the materials, documentation, methodologies, source code, processes, websites, applications, and software used to provide the Blueflame Services, Feedback, Usage Data, and all derivatives, enhancements, and modifications of the foregoing. No Intellectual Property Rights are granted to You except as expressly stated in this Agreement.

5) WARRANTIES

Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE BLUEFLAME SERVICES AND ANY OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DATASITE DOES NOT WARRANT THAT THE BLUEFLAME SERVICES OR ANY OUTPUT WILL BE SECURE, ACCURATE, UNINTERRUPTED, ERROR-FREE, MEET YOUR REQUIREMENTS, OR THAT ALL ERRORS WILL BE CORRECTED. THE BLUEFLAME SERVICES AND OUTPUT DO NOT CONSTITUTE AND SHOULD NOT BE RELIED UPON AS LEGAL, TAX, FINANCIAL, INVESTMENT, OR OTHER PROFESSIONAL ADVICE.

6) INDEPENDENT CONFIDENTIALITY OBLIGATIONS. ADDITIONAL OBLIGATIONS, PRIVACY

a) INDEPENDENT CONFIDENTIALITY OBLIGATIONS. You acknowledge that Project Content is the confidential information of the applicable Datasite Customer, not Datasite or You. Project Content may include material non-public information and may be subject to attorney-client privilege, non-disclosure agreements, or other confidentiality obligations between You, the Datasite Customer, or other deal participants. Datasite is not a party to, and this Agreement does not modify, those obligations. You are solely responsible for ensuring that at all times Your use of Project Content through the Blueflame Services complies with all such obligations and applicable securities laws.

b) ADDITIONAL OBLIGATIONS. You shall keep Project Content any output confidential, use and disclose it only for the Approved Use Case, and take reasonable measures to protect it. This Agreement supersedes and replaces any prior non-disclosure agreement entered into by Datasite in connection with this Agreement.

c) PRIVACY. You will comply with all applicable data protection and privacy laws in connection with Your use of the Blueflame Services. Datasite's processing of personal data is governed by Datasite's Privacy Policy at https://www.datasite.com/en/legal/privacy-notice.

7) LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF ALL DATASITE AFFILIATED PARTIES, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE BLUEFLAME SERVICES, EXCEED THE GREATER OF THE FEES PAID BY YOU IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY LIABILITY; AND $50,000. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. IN NO EVENT WILL ANY DATASITE AFFILIATED PARTIES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT FOR ANY LOST PROFITS, LOSS OF OPPORTUNITY, 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 ANY DATASITE AFFILIATED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.

8) INDEMNIFICATION

You shall defend, indemnify and hold harmless Datasite and Datasite Affiliated Parties against any Losses arising out of or based upon: (a) any breach by You of this Agreement; (b) Your use of Blueflame Services or Project Content in violation of applicable law; (c) any third-party claim arising from Your use, disclosure, or distribution of Project Content; or (d) any claim brought by a Datasite Customer arising from Your acts or omissions in connection with Blueflame Services. Datasite may, at its option and expense, participate in the defense of any such claim with counsel of its choice. You may not settle any claim in a manner that imposes obligations on Datasite or admits fault on Datasite’s behalf without Datasite’s prior written consent.

9) General

a) Affiliates. Datasite may perform its obligations and exercise its rights through any Affiliate. Datasite shall remain responsible for its obligations under this Agreement when performed by an Affiliate on its behalf.

b) No Waiver. A failure or delay in exercising a right does not waive that right. A waiver of one breach does not waive any other breach.

c) Survival. Sections 1 and 3 through 9 survive termination or expiration of this Agreement.

d) Sanctions and Export Laws. You represent that You are not a sanctioned or blocked person and will not make the Blueflame Services available to any sanctioned person or in any embargoed country or region. You shall comply with all applicable export-control and sanctions laws. Any breach of this section is a material breach, and Datasite may immediately terminate this Agreement.

e) No Third-Party Beneficiaries. This Agreement creates no third-party beneficiary rights except as expressly stated.

f) Assignment. You may not assign this Agreement or any rights or obligations under it. Datasite may assign, transfer, or sublicense any of its rights or obligations without restriction.

g) Notices. Notices must be in writing and delivered by a method providing proof of delivery, including acknowledged email.

h) Marketing. Datasite may identify You as a customer and use Your name and logo in marketing materials.

i) Anti-Corruption. Neither Party has offered, received, or accepted any unlawful or improper bribe, kickback, payment, gift, or other thing of value in connection with this Agreement.

j) Anti-Slavery. Neither Party shall use or procure services in violation of applicable anti-slavery or human-trafficking laws.

k) Governing Law and Jurisdiction. This Agreement is governed by, and disputes are subject to the exclusive jurisdiction of: (i) the laws of New South Wales, Australia, and the courts of New South Wales, if You are established in Australia or Asia; (ii) the laws of England and Wales, and the courts of England and Wales, if You are established in Europe, the Middle East, or Africa; (iii) the laws of the State of Minnesota (without regard to its conflict of laws principles), and the state and federal courts located in Hennepin County, Minnesota, if You are established in North or South America, excluding Brazil; or (iv) the laws of Brazil, and the courts of São Paulo, Brazil, if You are established in Brazil.

l) Severability. If any provision is held invalid or unenforceable, it will be modified to most closely achieve its intended effect, and the remaining provisions will remain effective.

m) Entire Agreement. This Agreement constitutes the entire agreement between You and Datasite regarding its subject matter and supersedes all prior agreements, proposals, and negotiations. Trade usage, industry practice, and prior dealings will not modify or supplement this Agreement.

10) Definitions

“Approved Use Case” means conducting financial, commercial, legal, and operational due diligence review solely in connection with this Datasite Project including without limitation (a) to query, browse, and retrieve documents through conversational interaction with the Blueflame AI; (b) summarize, analyze, and compare documents or data found in the Datasite Project; (c) identify discrepancies, flag missing documents, and generate or update diligence checklists against Project contents; and (d) draft summaries, reports, or other work product based on the foregoing, for use solely in connection with the applicable transaction.

“Blueflame Services Fees” means the fees (including any overages) for the Blueflame Services set forth in the applicable order form, quote, or online checkout flow accepted by You exclusive of applicable Taxes.

“Datasite Affiliated Parties” means Datasite and its employees, Affiliates or third-party contractors. Affiliates means any entity that directly or indirectly controls, is controlled by, or is under common control with Datasite.

“Datasite Customer” means the party who signs an agreement with Datasite to provide the Datasite Project.

“Datasite Project” means this virtual data room You are currently accessing in order to request Blueflame Services.

“Feedback” means suggestions, improvements, comments, or other feedback regarding the Blueflame Services.

“Intellectual Property Rights” means any and all tangible and intangible: (i) rights associated with works of authorship, including copyrights, moral rights, neighboring rights, and derivative works thereof; (ii) trademark and trade name rights; (iii) trade secret rights; (iv) patents, design rights, and other industrial property rights; and (v) all other intellectual property rights (of every kind and nature however designated) whether arising by operation of law, treaty, contract, license, or otherwise, and together with all registrations, initial applications, renewals, extensions, continuations, divisions, or reissues thereof.

“Losses” means any loss, liability, claim, damage, settlement, judgment, fine, penalty, or expense (including the cost of investigating or defending any alleged loss, liability, claim, damage or expense, and any reasonable attorneys’ fees incurred in connection therewith).

“Permission Controls” means the granular access permissions, restrictions, and controls established by Datasite Customer within the Datasite Project, governing which Project Content You may view, download, or otherwise access.

“Project Content” means any file or document within a Datasite Project made available to You by the Datasite Customer.

“Taxes” means any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to any sales, use, GST, value-added, withholding, or similar taxes, whether domestic or foreign, assessed by any jurisdiction, but excluding taxes charged on the income, property, or employees of Datasite.

“Usage Data” means queries, logs, and other information about Your use of the Blueflame Services, excluding Project Content.