TERMS AND CONDITIONS
These terms and conditions (“Terms and Conditions” or “T&C”) are a contract that governs our User’s (as defined below) use of DiligenceVault Services (as defined below).
For the purposes of these Terms and Conditions, Diligence Vault Corp., a Delaware corporation, will be referred to herein as “DiligenceVault” or “Company”, and “User(s)” is defined below. If you are a Customer with a service agreement directly negotiated with DiligenceVault, your agreement will supersede these Terms and Conditions. DiligenceVault and User may be referred to herein collectively as the “Parties” or individually as a “Party”.
RECITALS
A.Company operates the Services (as defined below) and provides access to its Users;
and
B.User desires to access and use the Services, and Company is willing to provide such access, subject to the T&C herein.
1. DEFINITIONS
(a) “Aggregated Data” means any data that is collected, derived, or aggregated from the User’s use of the Services.
(b) “Authorized Users” means an employee, client, or contractor whom Customer has authorized to use the Services.
(c) “Appropriate Security Measures” means commercially reasonable technical and procedural controls designed to (i) protect User Data details against destruction, loss, alteration, and unauthorized access and (ii) prevent the introduction of Malicious Code into the Services.
(d) “Company IP” means the Services, the underlying software provided in conjunction with the Services, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, Documentation, Aggregate Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
(e) “Controller” means the entity which determines the purposes and means of the processing of Personal Data.
(f) “Customer” means a Person who has signed a service agreement with DiligenceVault.
(g) “Documentation” means the operator and user manuals, video tutorials, training materials, specifications, minimum system configuration requirements, compatible device and hardware list, and including, without limitation, information about tangible and intangible property which may relate to technology, audits or any other reports or similar materials provided in hard copy, electronic form or orally by Company to User (including any revised versions thereof) relating to the Services or the Company.
(h) “GDPR” means the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
(i) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
(j) “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
(k) “Person (s)” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity.
(l) “Personal Data” means any information that relates to an identified or identifiable natural person, to the extent that such information is protected as personal data under applicable laws and regulations.
(m) “Processor” means the entity which processes Personal Data on behalf of the Controller.
(n) “Shared Data” means any data or information exchanged among Company’s users in connection with the use of the Services.
(o) “Service(s)” the use of any of Company’s software modules, related sites, apps, communications or any other services provided by Company.
(p) “Uploaded Data” means any data that the User uploads to the platform to be made available through the Services.
(q) “Use” means to use and access the Services in accordance with these Terms and Conditions.
(r) “User(s)” means any user of our Services, either (i) employees, contractors, agents, affiliates or any authorized users of Customer’s, (ii) a Person on a Services trial, or (iii) a Person who received an invitation to use DiligenceVault’s Services free of cost.
(s) “User Data” means all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of User through the Services.
2. DESCRIPTION OF SERVICE
Any distinct hosted due-diligence solution operated and supported by the Company.
3. SERVICES ACCESS AND USE
(a) Services. Subject to the Terms and Conditions herein, the Company hereby grants User a limited, non-exclusive, non-transferable right to Use the Services solely for User’s business purposes in accordance with the description of services in Section 2.
(b) Use Restrictions. User will not at any time, directly or indirectly: (i) use the Services in any manner beyond the scope of rights expressly granted in this T&C; (ii) modify or create derivative works of the Services, in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Services to any other Person, or otherwise allow any Person to use the Services for any purpose other than for the benefit of User in accordance with this T&C; (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any Person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; or (vii) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or the Services features provided by Company for use expressly for such purposes; (viii) to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent, (ix) 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 in any way; (x) 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; (xi) to interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (xii) 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; (xii) to harass or interfere with another user’s use and enjoyment of the Service, (xiii) to submit to or store in the Service any protected health information unless the User has informed Company in advance and executed an agreement in the form determined by the Company; and (xiv) use the Services for the purposes of A) monitoring its availability, penetration or security testing, or B) benchmarking or competitive analysis with respect to competitive or related products or services with the intent to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services. All judgments concerning the applicability of these restrictions and any responses to violations thereof shall be at the sole and exclusive discretion of the Company.
(c) Registration. Users shall create an account to use the Services by (i) using a real name and professional email, (ii) providing complete and up-to-date information and (iii) agreeing to update such information, as needed, to keep it accurate, complete and up-to-date. If the User begins the registration process for Services but fails to complete the process, the Company may contact User in an effort to successfully guide through this process. Users hereby authorize the Company to make such contact.
(d) Services Trial. Users that register for the Services trial, will have access to the Services on a trial basis until the earlier of (a) the end of the trial period (if not terminated earlier) or (b) the effective date of becoming a Customer.
(e ) User Accounts and Users Responsibilities: (i) Use the Services in a professional manner and according to the T&C, (ii) submit accurate, current, and complete information and promptly update such information as appropriate, (iii) do not disclose account password to anyone and notify Company immediately of any unauthorized use of the account, (iv) Users are responsible for all activities that occur under their account, whether or not they know about them.
(f) Third-Party Services. Certain features and functionalities within the Services may allow User and to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services.The Company provides these Third-Party Services only as a convenience and such services are not required for the use of the Services; therefore Company does not review, approve, monitor, endorse, warrant, or make any representations with respect to any Third-Party Services, or any product or Service provided in connection therewith. Company does not provide any aspect of the Third-Party Services and is not responsible for their privacy policy or compliance with applicable laws to provide their services, and neither any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. User is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for User to use the Third-Party Services in connection with the Services. USER RELATIONSHIPS WITH SUCH THIRD-PARTY SERVICE PROVIDERS ARE GOVERNED SOLELY BY THE USER’S AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. THE COMPANY DISCLAIMS ANY LIABILITY IN CONNECTION WITH THE USER’S USE OF SUCH THIRD-PARTY SERVICES.
(g) Reservation of Rights. Subject to User’s compliance with this T&C, Company reserves and, as between the Parties, will solely own the Company IP and all rights, title and interest in and to the Company IP. No rights are granted to Users hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein. User acknowledges and agree that Company is not obligated to monitor or police User’s Data, including Uploaded Data and Shared Data, transmitted through the Services and that Company shall not be responsible for the data content or transmissions. Although the Company is not obligated to monitor access to or use of the Services or User’s Data or to review any User’s Data, the Company has the right to do so for the purpose of operating the Services, to ensure compliance with the terms of this T&C.
(h) Ownership. All right, title, and interest, including any Intellectual Property Rights under applicable law evidenced by or embodied in, attached, connected, or related to the Services and any and all derivative works thereof are and will remain owned solely by Company or its licensors. This T&C does not convey to User any right or interest in or to the Services other than as expressly set out herein, and nothing herein constitutes a waiver of the Company’s Intellectual Property Rights under any law.
(i) Feedback. From time-to-time User or its authorized users, employees, contractors, or representatives may provide the Company with suggestions, comments, feedback, or the like with regard to the Services (collectively, “Feedback”). Company and its affiliates own all rights, title and interest, including all related Intellectual Property Rights in all Feedback received in connection with Company’s business purposes and the Services, including, without limitation, the testing, development, enhancement, maintenance and improvement of the Services.
4. REMOVAL POLICY
(a) Company reserves the right to delete or disable the accounts of Users who are believed (i) to infringe the Use Restrictions of section 2(b), (ii) to infringe the Intellectual Property Rights of others and to remove any such infringing materials, and (iii) not be in compliance with any terms of this T&C.
(b) If you believe the Services have been used in a way that constitutes Intellectual Property Rights infringement, please send a message to the contact provided in this section, providing all of the following information:
(i) A statement that you have identified content on the Service that infringes your Intellectual Property Rights or of a third party for whom you are authorized to act;
(ii) A description of the work you claim has been infringed;
(iii) A specific description of where the allegedly infringing material is located on the Services, including a URL or exact description of the content’s location;
(iv) Your full name, address, telephone number and email address;
(v) Contact: Please send your notice by email to:
Email: ask@diligencevault.com
Company reserves the right to forward the information of the Intellectual Property infringement notice to the User who allegedly provided the infringing content.
5. CONFIDENTIAL INFORMATION
(a) As used herein, “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with this T&C, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and Documentation will be deemed Confidential Information of the Company, and User Data is Confidential Information of the User. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party. Without limiting the foregoing, nothing in this T&C will limit or restrict the Company’s ability to use or disclose any general know-how, experience, concepts and/or ideas that the Company or its personnel acquire or obtain in connection with the performance of the Company’s obligations hereunder.
(b) The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this T&C. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under this T&C and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this T&C, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice, if legally permitted, to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
(c) The Terms and Conditions herein will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party’s advisors, attorneys, actual or bona fide potential acquirers, investors, or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
6. SECURITY
Company has implemented and will maintain Appropriate Security Measures based on industry best practices and it will make reasonable commercial efforts to ensure that no other contaminants, including virus and other malware are introduced into the platform.
7. USER DATA AND PERSONAL DATA
(a) Company acknowledges that, as between User and Company and except as set forth in Section 7(b), User owns and retains all rights, title, and interest in and to all User Data under its own account.
(b) User hereby grants Company a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, and modify the User Data solely for the purpose of hosting, operating, improving and providing the Services.
(c) Company may use non-identifiable or anonymized Aggregated Data and analytics information arising from User’s use of the Services, for analytics information, create statistics, product enhancement, identifying industry developments and monitor the performance and use of the Services.
(d) User represents and warrants that (i) it has obtained and will obtain and continue to have all necessary rights, authority and licenses for the access to and use of the User Data (including for any Personal Data provided or otherwise collected pursuant to Company’s privacy policy) as contemplated by this T&C, (ii) Company’s use of the User Data in accordance with this T&C will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between User and any third party, (iii) will remain responsible and liable for compliance with applicable privacy laws regarding the collection, retention and use of the Personal Data collected as part of the provision of the Services hereunder.
(e) User acknowledges that Company may access User’s account, including Uploaded Data, to respond to Service or technical problems or as stated in this T&C or as required by applicable law. User shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Uploaded Data, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any Uploaded Data.
(f) Company expressly disclaims any liability which results directly or indirectly from in consequence of, or in any way relating to (i) the User’s actual or alleged failure to obtain explicit agreement from any individual before storing any of their personal information not collected through the Services in the Company’s platform (i.e. storing documents not directly collected through the Services) and (ii) Users downloading and sharing User Data or confidential information out of the Services platform
(g) For GDPR purposes, Company acts as a Processor and Customer as the Controller. The User acknowledges that if Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Customer to Company in a country that has not been found to provide an adequate level of protection under applicable data protection laws, the Customer and Company agreed that the transfer shall be governed by Module Two’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“Standard Contractual Clauses”) as supplemented by the terms of which are incorporated by reference in the Data Processing Addendum (“DPA”).
(h) Company may engage third-party service providers to process Personal Data on behalf of Customer (“Sub-Processors”). And Customer provided Company with a general authorization to engage the Sub-Processors listed in this link, which may be updated from time to time.
8. DISCLAIM OF WARRANTIES
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND OTHER COMPANY IP ARE PROVIDED ON AN “AS IS” BASIS, AND THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS TO USER OR TO ANY OTHER PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, THE COMPANY HEREBY ALSO DISCLAIMS 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 USER’S REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED.
9. INDEMNITY.
In connection with the use of the Services, User will indemnify and hold harmless Company and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, and costs and expenses (collectively “Claim(s)”) , including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with any third-party claim, that the User Data infringe, misappropriate or otherwise violate any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of User Data violates any applicable law, rule or regulation.
10. LIMITATIONS OF LIABILITY.
(a) Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS AND/OR (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS TERMS AND CONDITIONS, THE COMPANY IP OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
(b) Total Liability. IN NO EVENT WILL EITHER THE COMPANY’S AND ITS AFFILIATES OR THE USER’S TOTAL LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE FEES ACTUALLY PAID BY THE USER TO THE COMPANY IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
(c) Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 10 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND USER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
11. TERM
(a) The Term for Services use shall commence on the day the User account is created. And shall terminate according to the following options: (i) in Company’s sole discretion if User fails to comply with any terms of this T&C, at any time and without notice to User and (ii) at any time if User requests in writing to have the account terminated. Any written notice of termination must be submitted to Company’s email: ask@diligencevault.com.
(b) Survival. Upon any termination, discontinuation or cancellation of Services or User account, all provisions of this T&C which by their nature should survive will survive, including, without limitation, the provisions entitled “Agreement to Terms,” “Feedback,” “Ownership” “User Data and Personal Data,” “Termination,” “Disclaim of Warranties,” “Indemnity”, “Limitation of Liability,” and “General Terms.”
12. DELETION OF DATA
(a) User can remove User Data by specifically deleting it. However, such deletion may not be permanently removed and copies of your User Data may continue to exist on the Services back-up.
(b) Upon termination of the Services, User’s access will immediately discontinue and User may instruct the Company to delete all User’s Data (data singularly owned by the User) from the Company’s systems in accordance with applicable law. Company will comply with this instruction as soon as reasonably practicable and within a maximum period of 180 days or as otherwise agreed between the Parties, unless obligation under applicable law requires storage.
(c) User acknowledges and agrees that the User will be responsible for exporting any User Data it wishes to retain afterward within forty-five (45) days of the request for termination of the Services. Company shall have no obligation to maintain any Uploaded Data stored in the User terminated account after such time period.
13. STORAGE OF DATA AND EXPORT RESTRICTIONS.
Company stores data through cloud service third parties in the United States. As a U.S. company, Company and its Services are subject and will comply with the U.S. economic sanctions, export control laws and regulations. User will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Services or software, or any User Data, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval. Notwithstanding any other provision in this Terms and Conditions, Company shall have the right to block User’s access to the Services immediately upon the determination by Company that User is not in compliance with US export laws or violates any government privacy and/or data protection laws.
14. GENERAL.
(a) Entire Agreement. This Terms and Conditions, including its exhibits and disclaimers, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. Company, at its sole discretion, reserves the right to change, modify, amend or otherwise alter these Terms and Conditions at any time and, in such case will let Users know by posting the modified Terms and Conditions on the Company’s platform or website, newsletters or through other communications.
(b) Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be sent to the relevant email address set forth below in accordance with this Section 14(b). All notices will be deemed to have been duly given when receipt is electronically confirmed if transmitted by email.
If to Company: Email: legal@diligencevault.com
If to User: email registered in Company’s platform, newsletters and/or postings on the Company website.
(c) Waiver. The Parties failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
(d) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.
(e) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in New York County, New York and the Parties irrevocably consent to the personal jurisdiction and venue therein.
(f) Compliance with Laws: User agrees to comply with all applicable local, state, national and foreign laws, rules and regulations in connection with its access and/or use of the Services under this Agreement, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements. User shall comply with all legal duties applicable to User as a data controller by virtue of User submitting User Data to or storing User Data within the Service. Specifically, User shall provide the relevant Persons and/or participants with all information or notices User 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.
(g) Force Majeure. Company will not be responsible for any failure or delay in the performance of its obligations under this T&C due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of Service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God. Furthermore, 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, User agrees that Company may temporarily suspend the Service.
(h) Subcontracting. Company may use subcontractors and other third-party providers (“Subcontractor(s)”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that (i) the Company remains responsible for the performance of each such Subcontractor and (ii) all Subcontractors that have access to User Data are reviewed by the Company in accordance with its diligence procedures. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting or email service vendors, Company will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of Company, unless such damages or issues are otherwise required by law.
(i) U.S. Government End Users. The Services, software is a “commercial computer software”, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement.
(j) Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing in this Agreement will be construed to establish any partnership, joint venture, or agency relationship between the Parties. Neither Party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other Party’s prior written consent.
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Captions and headings are used herein for convenience only. Captions and headings are not a part of these Terms and Conditions and shall not be used in interpreting or construing these Terms and Conditions.
The English language version of these Terms and Conditions shall be the controlling version and is incorporated by reference into any translation of these Terms and Conditions. Any translation or other language version of this Terms and Conditions shall be provided for informational purposes only.
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BY ACCEPTING THESE TERMS OR SERVICE, YOU REPRESENT AND WARRANT THAT YOU: (I) ARE 18 YEARS OF AGE OR OLDER; AND (II) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF YOUR ORGANIZATION TO BE BOUND BY THESE TERMS AND CONDITIONS. YOUR USE OF COMPANY SERVICES INDICATES YOUR CONTINUED ACCEPTANCE OF THE CURRENT TERMS AND CONDITIONS.