Terms of Use

This section applies to users who access Datasite’s public website.

By viewing Datasite's Website, you agree to the following terms and conditions:

NOTHING CONTAINED ON THIS WEBSITE CREATES ANY CONTRACT OR RIGHT OF ACTION AGAINST DATASITE. IT IS OFFERED SOLELY AS A SERVICE TO CURRENT AND POTENTIAL CUSTOMERS OF DATASITE AND DATASITE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INFORMATION CONTAINED HEREIN.

© 2020 Datasite, ALL RIGHTS RESERVED. “Datasite” is a registered trademark of Datasite in the United States and other countries. No part of this Website may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, digital transmission, imaging or any other information storage and retrieval system, without the written permission of Datasite. No copyright is claimed for public domain materials, but copyright is asserted in the editorial content applied thereto. No portion of this Website may be downloaded for other than personal, short-term use without the advance written permission of Datasite.

Contact:

General Counsel
Datasite LLC
Baker Center, 733 S. Marquette Ave, Suite 600 Minneapolis MN 55402
Datasitelegal@datasite.com

Datasite's Website is designed to provide accurate and current information with regard to the subject matter covered. The Website must be read and used with the understanding that neither Datasite nor any of its subsidiaries, affiliates, successors or assigns are engaged in rendering legal, accounting, financial, or other professional advice. If expert assistance is required, the personalized service of a competent professional should be sought. Persons using the Datasite Website when dealing with specific legal or financial matters should research original sources of authority. Datasite is not responsible for any actions or inactions of other Website publishers linked to Datasite's Website, including but not limited to violations of copyright, trademark, trade dress, privacy, government secrets, or any other personal or proprietary rights of any individual or organization.

Please be aware that certain Internet access providers “cache” Websites: that is, store the images for later viewing by their customers without refreshing the information on a daily basis. Therefore, you may be looking at an obsolete version of this or any other site.

Links to Third-Party Sites

Datasite's Website contains links to other Websites. Datasite is not responsible for the contents of any linked site. Datasite does not endorse any links; they are provided only for your convenience.

Datasite Diligence™, Datasite Outreach™ and Datasite Acquire™

This section applies to users of the Datasite Diligence™, Datasite Outreach™ and Datasite Acquire™. If you only use our public website, this section does not apply to you.

You have been authorized by our client (the “Company”) to upload, access, view, share, email, post, publish, transmit or otherwise make available certain of their documents or other materials such as the text of, or attachments to, a publication or comment (the “Documents”) contained on this website (the “Service,” “Website” or “Site”) for a project (the “Project”). Access to and use of this Website and the Documents, information, materials and services available through this Website, standalone software utilities designed for use with the Service, or through certain web portals branded by a third party are subject to applicable laws and regulations and these Terms of Use.

You may not access the Service if you are our direct competitor, except with our prior written consent.  In addition, you may not access the Service for any competitive purposes.

BY CLICKING ON THE “ACCEPT” BUTTON, YOU INDICATE ACCEPTANCE OF THESE TERMS OF USE AND THE LIMITATION OF LIABILITY SET OUT HEREIN. SUCH ACCEPTANCE IS ON YOUR OWN BEHALF AND ON BEHALF OF ANY CORPORATE ENTITY THAT EMPLOYS YOU OR THAT, YOU REPRESENT IN CONNECTION WITH THE PROJECT (“CORPORATE LICENSEE”). IN THESE TERM OF USE, “YOU” INCLUDES BOTH YOU INDIVIDUALLY AND ANY CORPORATE LICENSEE. IF, AFTER HAVING CAREFULLY READ THESE TERMS OF USE, YOU DO NOT ACCEPT THESE TERMS OF USE, YOU SHOULD EXIT THIS WEBSITE IMMEDIATELY. BY CONTINUING TO USE THIS WEBSITE, YOU ARE BOUND BY THESE TERMS OF USE (AS VARIED FROM TIME TO TIME) FOR YOUR INITIAL USE AND ALL FUTURE USES OF THE SITE. YOUR ELECTRONIC ACCEPTANCE OF THESE TERMS OF USE HAS THE SAME EFFECT AS IF YOU PHYSICALLY SIGNED AN AGREEMENT WITH US.

Datasite LLC or its affiliates (collectively "Datasite") may change the Terms of Use from time to time. The latest Terms of Use are posted on the Website. It is your responsibility to regularly review the Terms of Use on the Website to ensure that you have an understanding of the current Terms of Use under which you are permitted to access this Website.

General Terms and Conditions:

Datasite grants you a non-exclusive, non-sublicensable, terminable, revocable, non-transferable license (the “License”) to access the Website solely to upload, access, share, email, post, publish, transmit or otherwise make available and view the Documents for the purposes of the Project and use Services made available to you through the Website. In consideration of the grant of the License, you represent and warrant that you will access and use the Service only for Project(s) you are authorized to access and in accordance with these Terms of Use. You will not attempt to access other projects that you are not authorized to access, nor other Datasite information that you are not authorized to access. The License and your log-on data (“Password” and “User ID”) are only granted to the individual accepting this Agreement and may not be shared with anyone else. You also agree that you will neither register nor use any ID for group purposes or as a role account (nor permit the same). Datasite may block access to the Service without notice for any ID used for group purposes or as a role account. You agree to take all reasonable and prudent steps not to let any other person learn or use the ID or password assigned to you except Datasite customer support staff as necessary and will promptly notify Datasite if you become aware of another individual learning of or using your User ID or password. You may be required to download and/or install additional software (e.g., certain software plug-ins or software applications) in order to access certain data on the Service.

Disclaimer of Liability:

THE SERVICE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE. SPECIFICALLY, DATASITE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, DOCUMENTS, PRODUCTS OR SERVICES ON THIS SITE; (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (3) ANY WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE OPERATION OF THIS SITE OR ANY PART OF IT; (4) ANY WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THIS SITE OR ITS AVAILABILITY AT ANY PARTICULAR TIME OR LOCATION; AND (5) WARRANTIES RELATING TO WEBSITES TO WHICH THIS SITE IS LINKED.

IN NO EVENT WILL DATASITE (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) OR ANY THIRD-PARTY PROVIDER BE LIABLE TO YOU IN RELATION TO THESE TERMS OF USE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUES OR SAVINGS, LOSS OF DATA OR COSTS OF RECREATING LOST DATA) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF DATASITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN HELD TO BE INVALID OR INEFFECTIVE.

FURTHER, THE AGGREGATE LIABILITY OF DATASITE (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) AND ANY THIRD-PARTY PROVIDER TO YOU IN RELATION TO THESE TERMS OF USE WILL NOT IN ANY EVENT EXCEED THE AGGREGATE AMOUNT OF ONE THOUSAND DOLLARS ($1,000.00). THE FOREGOING NOTWITHSTANDING, NOTHING IN THESE TERMS OF USE SHALL EXCLUDE OR OTHERWISE LIMIT ANY LIABILITY FOR (A) PERSONAL INJURY OR DEATH CAUSED DIRECTLY BY THE NEGLIGENCE OF DATASITE OR A THIRD PARTY; OR (B) FRAUDULENT MISREPRESENTATION; OR (C) WILLFUL MISCONDUCT. THE FOREGOING LIMITATIONS ARE A FUNDAMENTAL PART OF THE BASIS OF THE BARGAIN HEREUNDER.

Ownership and Changes:

Except for the Documents (which are solely owned or licensed by the Company), Datasite is the sole owner and/or authorized user of (a) all trademarks or service marks appearing on this Website (other than those provided by our clients), (b) all photographs, images, audio, music, text, animations, and applets incorporated into this Website, (c) the “look and feel” of the Website, and (d) all software, analytics, reports contained on the Website or otherwise provided to you in connection with your or others use of the Service (“Datasite Software”). Datasite is also the copyright owner or licensee of the content and/or information on this Website, including but not limited to any icons, designs and screens appearing on the Website. If you make use of this Website, except as otherwise provided in these Terms of Use, you may violate copyright and other laws of the United States or other countries, confidentiality agreements, as well as applicable state laws, and may be subject to penalties. Datasite reserves the right at any time to suspend or discontinue this Website (or any portion thereof) and change any information on this Website, including but not limited to revising and/or deleting features or other information without prior notice. Datasite will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this Website.

Confidentiality:

“Confidential Information” means proprietary information owned by or otherwise within the possession of a party, including, but not limited to, patented and unpatented inventions, copyright, know-how, business and trade secrets, marketing plans, financial information, computer programs (including source code), data, listings, flowcharts, manuals, instructions, notes and other documentation, other secret or confidential information related to the business of the party.

All information obtained by you from the Website, including without limitation, these Terms of Use, all security protocol used by Datasite in providing the Service, the Datasite Software, all other software (including the software code, documentation, and design and layout of the pages contained in and on the Website) downloadable or otherwise used from the Website, and all features and functionality of the Website are Confidential Information of Datasite and are to be held in strictest confidence and not to be divulged to any other person. You agree to use the highest degree of care to safeguard Confidential Information contained on the Website and shall not at any time without the prior written consent of Datasite publish, disclose or otherwise disseminate, duplicate or use, directly or indirectly, Confidential Information of Datasite to or for your own benefit or that of any of your employees or subcontractors or any other third party. You may only use or disclose any personally identifiable information about other users of the Service that you first learn through your use of the Service for business purposes related to the transaction or project being effectuated through the Service. This section does not apply to the Documents contained on the Website, as such Documents belong to the Company; however, your ability to disclose and/or use such Documents is governed by any confidentiality agreements that you or the Corporate Licensee have entered into with the Company.

Security:

We will use commercially reasonable security precautions on the Website to promote the secure transmission of the Company’s Documents from the Website to you. We may act on any instructions from the Company to prohibit access to any user, and that by doing so, we are not liable to you or others for denying you any access to the Website. The Company maintains a current list of all persons authorized to access and operate the Website and will notify us of changes to such list. In no event will we be liable to you or the Company for your authorized or unauthorized access to the Website as a result of failure by you to keep your User ID and Password confidential or otherwise.

Availability:

We will use commercially reasonable efforts to make the Website available for your access seven (7) days a week, twenty-four (24) hours a day, except for specific scheduled monthly downtime periods during which we will shut down the service for the purposes of system upgrades, maintenance, and backup procedures (“Scheduled Downtime”). The Scheduled Downtime is determined in our sole discretion as required for major software upgrades and network maintenance. There may be events that will make the system inaccessible for a limited amount of time due to unforeseen software, hardware, network, power and/or Internet outages (“Unscheduled Downtime”). Scheduled and Unscheduled Downtime may occur during the term of the Project and that we will not be liable for any indirect, incidental, special or consequential damages, including, without limitation, loss of profits, loss of data, loss of purchase price or diminution in the value of the transaction, arising as a result of Scheduled and/or Unscheduled Downtime.

Documents:

The Company is the sole and exclusive owner or authorized licensee of any and all rights, title and interest (including without limitation all Intellectual Property Rights) in and to the Documents. The Company is solely responsible for providing all Documents to Datasite and, by doing so, grants Datasite a license only to the extent necessary for Datasite to provide the Service to you. The Documents on the Website have been provided by the Company, and Datasite has no responsibility for the accuracy of the Documents displayed on the Website. Except as otherwise permitted by the Company, you will have no rights to use, reproduce, display, modify or transfer the Documents or any derivative thereof.

Indemnification relating to Documents

If you post Documents to the Service for other users to view, you will hold harmless and indemnify Datasite from and against any and all damages, losses, costs and expenses (including reasonable attorneys' fees) incurred by Datasite in connection with any action or proceeding brought by a third party (excluding subcontractors and agents of Datasite) that is based on any material violation by you of any applicable law, regulation, third-party right or third-party agreement governing the posting or use of such End User Data.

Non-Datasite Applications

The Website may contain features designed to interoperate with web-based, mobile, offline or other software applications that is provided by you or a third party and interoperates with the Website (“Non-Datasite Applications”).  Datasite does not warrant or support Non-Datasite Applications. If you choose to use a Non-Datasite Application with the Website, you grant Datasite permission to allow the Non-Datasite Application and its provider to access Website as required for the interoperation of that Non-Datasite Application with the Website.

Support:

We will provide customer support via a telephone help desk, which operates 24 hours/day, 7 days/week, to address and repair problems and to answer questions regarding the use of the Website.

User Conduct:

Various laws exist throughout the world that regulate, among other items, stock exchanges and over-the-counter markets, consumer privacy rights, consumer protection from solicitation, advertising, SPAM, exporting of data, and in general, electronic transmissions, including but not limited to protection from fraudulent, libelous, defamatory, obscene, pornographic, threatening, hateful, or otherwise objectionable information of any kind. You are solely responsible for ensuring that your use of the Service is not in violation of any national or international law. Your use of certain features of the Service may be audited by regulatory agencies, your employer, the Company, and Company’s advisors. Certain data from the Services may be retained in accordance with applicable retention rules by Datasite, the Company, Company’s advisors or your employer for regulatory requirements. Datasite may monitor the Service electronically from time to time and disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect itself or its subscribers. Datasite reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, inappropriate or in violation of these Terms of Use.

While using the Service, you may not knowingly post or transmit any information or software that contains a virus or other component harmful to Datasite’s data systems, and you agree to use up-to-date, industry standard virus detection tools to ensure that you do not transmit any such component. You may not circumvent or attempt to circumvent any security protocol on the Website, including but not limited to performing any penetration testing without Datasite’s consent.

You shall not and shall not permit any third party to directly or indirectly use the Website to communicate, by way of electronic communication or otherwise, any message or material that (i) is libelous, harmful to minors, obscene or constitutes pornography; (ii) infringes the copyrights, patents, trade secrets, trademarks, trade names or other proprietary rights of a third party or is otherwise unlawful; or (iii) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation.

You may not (a) post, publish, transmit or exploit any information, software or other material that is obtained through the Service for commercial purposes, unless expressly permitted by the provider of such material; (b) post, publish or transmit any information, software or other material obtained through the Service that is protected by copyright or other proprietary right without the permission of the copyright owner; nor (c) de-compile (save as and to the extent that such right may not be excluded under applicable law), reverse engineer, disassemble, sublicense or create derivative works from the Website or Datasite Software.

Termination:

Datasite may in its sole discretion deny you access to the Website, to the Datasite Software, to any Documents, or to access third-party services, or information on the Internet through the Website, In addition, your access to the Website will immediately terminate upon the earlier of (i) the Company’s request, (ii) completion of the Project, (iii) termination of our agreement with the Company, or (iv) Datasite’s decision, should Datasite believe that you have violated any of these Terms of Use or if your name is found on the Specially Designated Nationals list. Upon termination of your access to the Website for whatever reason, the License will automatically terminate and you agree to: (i) immediately cease all access to and use of the Website through any means and (ii) promptly destroy all items pertaining to the Service, including without limitation, all copies of screens, all Documents, all “cache” files, all Confidential Information of Datasite, all on-line help information, all documentation relating to the Service and your User ID and Password. You agree to promptly provide Datasite with written certification of your compliance with the terms of this paragraph upon Datasite's request.

Privacy:

By agreeing to these Terms of Use, you acknowledge you have read and understood the terms of our Privacy Notice HTTPS://WWW.DATASITE.COM/EN/PRIVACY-NOTICE. With the exception of Personal Data (as defined in our Privacy Notice), any communication or material you post or transmit to Datasite over the Internet is, and will be treated as, non-confidential and non-proprietary (excluding communications on the Website related to the Project). Upon the transmission of any Personal Data to us, you expressly grant permission to us to disseminate and/or use such information for any lawful purpose as detailed in our Privacy Notice.

Miscellaneous:

The Website is controlled by Datasite from its offices within the United States or the European Union, depending on the Project owner’s designation. Servers hosting data on the Website are located either in the United States for North and South America based Projects and Germany for non-Amercias based projects. Access to, or use of, this Website or information, materials, products and/or services on this Website may be prohibited by law in certain countries or jurisdictions. You are responsible for compliance with any applicable laws of the country from which you are accessing this Website. If you are located in North or South America, these Terms of Use and the relationship between you and Datasite shall be governed by and construed in accordance with the law of the State of Minnesota, United States, and each party irrevocably agrees to submit to the exclusive jurisdiction of the courts located in St. Paul or Minneapolis, Minnesota over any claim or matter arising under or in connection with these Terms of Use or the legal relationships established by these Terms of Use. If you are located outside North or South America, these Terms of Use and the relationship between you and Datasite shall be governed by and construed in accordance with the law of England and Wales, and each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with these Terms of Use or the legal relationships established by these Terms of Use. You may not assign, novate or otherwise transfer any rights or obligations under these Terms of Use without Datasite's prior written consent. If your Company has a written agreement with Datasite in place for the use of the Service, the terms of such written agreement will prevail over any inconsistent terms of these Terms of Use relating to the use of the Service by you on Company's behalf. Except as otherwise specified in a written agreement with a Company, these Terms of Use is the complete and exclusive statement of the agreement between you and Datasite and supersedes any and all other proposals or agreements, written or oral, and any other communications between you and Datasite relating to your use of the Service (and you shall have no right of action (except in the case of fraud) against Datasite in connection with any such proposals, agreements or communications). If any provision of this Terms of Use is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality or enforceability of the remaining provisions. No waiver by Datasite of any breach of any term or condition of this Terms of Use will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Terms of Use. Except as explicitly set forth herein, no other act, document, usage, custom or course of dealing shall be deemed to amend or modify this Terms of Use.

Notices, Contacting Datasite:

Any notices in relation to or questions regarding these Terms of Use or any other matter, you may contact us by writing to Datasite LLC, Baker Center, 733 S. Marquette Ave, Suite 600 Minneapolis MN 55402, or by e-mailing us at datasitelegal@datasite.com.

Copyright 2020 Datasite LLC.