Confiex Data Room - Terms of Use - last updated on 15 March 2020.
TERMS OF USE
By using ConfiexDataRoom.com which is owned and operated by Confiex Data Room Pvt Ltd a company registered in India with its principal place of business located at 302, 3rd Floor, New Sonal Industrial Estate, Kachpada, Malad West, Mumbai 400064, India. (“ConfiexDataRoom“, “we” or “us”) and by accessing or using the services provided therein, you signify that you have read, understood and agree to be bound by these Terms of Use as provided in this page (“Agreement”), which explains the terms and conditions by which you may use our online services, web site and software provided through it (collectively the “Service”). If you register on behalf of a company or organization or other entity, then (a) “you” includes you and that entity and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement and that you agree to this Agreement on the entity’s behalf.
We reserve the right to amend this Agreement at any time by notifying you as provided in this Agreement, provided that no notice shall be required for non-substantive changes to the Agreement. If we substantively amend this Agreement, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service. This Agreement applies to all visitors, users, Subscribers (as defined herein) and others who access the Service (“Users”).
- Use of the Website/Service
ConfiexDataRoom provides consultancy and reseller services for various Information Technology related platforms which includes providing secured online data spaces, meeting rooms and Software as a Service (SAAS) platforms for managing business deals and enhancing workflow.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable license to use the Service. ConfiexDataRoom reserves all rights not expressly granted herein in the Service and the ConfiexDataRoom Content (as defined below). ConfiexDataRoom reserves all rights not expressly granted under this Agreement. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Service. ConfiexDataRoom does not warrant that the Mobile Software will be compatible with your mobile device. ConfiexDataRoom hereby grants you a non-exclusive, non- transferable license to use a compiled code copy of the Mobile Software for one ConfiexDataRoom Member account on one mobile device owned or leased solely by you, for your personal use. ConfiexDataRoom may terminate this license at any time without having to attribute any reason. You acknowledge that ConfiexDataRoom may from time to time issue upgraded versions of the Mobile Software and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. Unless specifically instructed through the features/options in the mobile device, it is assumed that you consent to such automatic upgrading on your mobile device, to the extent such upgrades do not impact the Services, and agree that the terms and conditions of this Agreement will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Software or any copy thereof and ConfiexDataRoom or its third party partners or suppliers retain all right, title and interest in the Mobile Software (and any copy thereof). Any third-party code that may be incorporated in the Website or the Mobile Software is covered by separate applicable open source or third-party license, End User License Agreement (EULA), Terms of Use if any, authorizing use of such code. Use of such third party code shall be subject to the terms provided under Clause 10 herein.,. We may, after providing you with reasonable notice, change the Service; stop providing any features of the Service; or create usage limits for the Service. ConfiexDataRoom has chosen Caplinked Inc. & Docully Innovation Limited as its preferred technology partners for providing workspaces and confidential data rooms.. The web application access to the workspace is provided and controlled by Caplinked Inc or Docully Innovation Limited and is subject to their terms of use/EULA, which are separate and additional to these Terms of Use. Apart from Caplinked Inc. & Docully Innovation Limited, ConfiexDataRoom also provides customers the choice of using other services being offered through various technology partners (Caplinked, Docully and such other third party service providers shall collectively be referred to as the “Linked Service Providers”). Termination of the Service by ConfiexDataRoom does not imply that the Services provided by Linked Service Providers shall also be terminated. The Service offered by Linked Service Providers may continue subject to the terms of use/EULA agreed with such Linked Service Providers.
- Eligibility
You may use the Service only if you can form a binding contract with ConfiexDataRoom and only in compliance with this Agreement and all applicable local, state, national and international laws, rules and regulations. Any use or access to the Service by anyone under 18 years of age is strictly prohibited and in violation of this Agreement. Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, undischarged insolvents etc. are not eligible to register on this Website. As a minor if you wish to use or transact on the Website, such use or transaction may be made in the presence of and through your legal guardian or parents. We reserve our right to terminate your membership and / or refuse to provide you with access to the Website if it is brought to our notice or if it is discovered that you are under the age of 18 years.
- Registration and Subscription
The ability to use ConfiexDataRoom is established by a written Work Order (the “Subscription Work Order”) between ConfiexDataRoom and a client (the “Subscriber”). The Subscriber may in turn invite a non-subscriber to use the account established by the Subscriber (the “Invited User”). Regardless of whether you are a Subscriber or an Invited User, you must register in the Website in order to use the Services being offered through ConfiexDataRoom. Your registration gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. A Subscriber may further limit the services and functionality available to Invited Users.
You shall never use another User’s account without permission. When registering, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers, special characters and symbols). You must notify ConfiexDataRoom immediately of any breach of security or unauthorized use of your account. ConfiexDataRoom will not be liable for any losses caused by any unauthorized use of your account, unless such losses are caused due to our gross negligence. You represent that all information provided by you to ConfiexDataRoom in regards to the purpose of using the Service are true, accurate, and complete, If we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we reserve our right as provided under Clause 8 of these Terms of Use. You may control your User profile and how you interact with the Service by changing the settings in your Account Settings Page. By providing ConfiexDataRoom your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and if preferred by you, special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your Account Settings Page. Opting out may prevent you from receiving email messages regarding updates, improvements or offers.
- Restrictions on Use
You are expressly barred from indulging in any of the following prohibited and restricted activities: (i) copying, distributing or disclosing any part of the Service in any medium; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service; (iii) transmitting spam, chain letters or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (v) taking any action that imposes or may impose at our sole discretion an unreasonable or disproportionately large load (i.e. uploading above 2GB in a single instance) on our infrastructure; (vi) uploading invalid data, viruses, worms or other software agents through the Service; (vii) collecting or harvesting any personally identifiable information, including account names, from the Service; (viii) using the Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Service; (xi) accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or (xii) bypassing the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
Further you may not: (i) modify, disassemble, decompile or reverse engineer the Website, Mobile Software, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the access to the Services or Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Website or Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Website or Mobile Software, features that prevent or restrict use or copying of any content accessible through the Website or Mobile Software or features that enforce limitations on use of the Website or Mobile Software; or (v) delete the copyright and other proprietary rights notices on the Website or Mobile Software.
- Subscriber and User Content
For use of the Service through the Website or Mobile Software, we allow Subscribers to post content such as profile information, comments, questions, data to be shared with the User and other content or information that the Subscriber wishes to share with the User, and we also allow Users to post content such as profile information, comments, questions and other content or information (collectively the “User Content”). The Subscriber and the User may retain ownership of their respective User Content, but agrees that ConfiexDataRoom is given a limited worldwide license to use the User Content solely and exclusively for provision of the Services and not beyond. Use of the User Content by ConfiexDataRoom is subject to Privacy Policy as provided under the Website.
You agree not to post User Content that is prohibited as per the Terms of Use or EULA of Software/Service Providers who are Linked Service Providers of the Website/Mobile Software. Subscribers and Users are specifically requested to upload only secondary data as User Content. No primary data should be uploaded as User Content. If there is any loss of data, ConfiexDataRoom shall at no time be held responsible or liable to recreate any primary data that was uploaded as User Content. ConfiexDataRoom’s sole responsibility and liability in the event of any loss of User Content due to its sole negligence, shall be to recreate the data room or assist you in re-uploading the User Content into the data room at its own cost. ConfiexDataRoom may exercise the rights to your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees or royalties payable under any collective bargaining agreement or otherwise. ConfiexDataRoom takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your User Content and the consequences of posting or publishing it and you agree that we are only acting as a passive medium for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children or otherwise unsuited to your purpose and you agree that ConfiexDataRoom shall not be liable for any damages you allege to incur as a result of such User Content. ConfiexDataRoom shall not share, distribute and/or share for commercial or other purposes, reverse engineer, disassemble, transfer, distribute or otherwise commercially exploit the User Content in any manner whatsoever and howsoever. ConfiexDataRoom cannot guarantee that the User Consent is free from spam, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. You represent that to your reasonable knowledge, as on the date of acceptance of this Agreement, all your User Content and other information that you provide to us is truthful and accurate. You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Suggestions”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place ConfiexDataRoom under any fiduciary or other obligation and that we are free to use such Suggestions without any additional compensation to you, and/or to disclose such Suggestions on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, ConfiexDataRoom does not waive any rights to use similar or related suggestions previously known to ConfiexDataRoom or developed by its employees or obtained from sources other than you.
- Intellectual Property Rights
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Except for your User Content, the Service and all materials therein, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music and User Content (the “ConfiexDataRoom Content”) and all Intellectual Property Rights related thereto, are the exclusive property of ConfiexDataRoom and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the ConfiexDataRoom Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
- Subscriber Billing Policies
Subscribers agree to the terms, pricing, payment and billing policies set forth in their respective Work Orders. There are no refunds for any reason. ConfiexDataRoom retains the right to restrict access to workspaces if any invoice remains due for more than Seven (7) days.
- Termination
We reserve the right to temporarily suspend the access to the Service if we reasonably believe that you have violated any provision of these Terms of Use and if you have failed to provide any clarification/justification within 7 (seven) days .of receiving a notice from us requesting you to provide such clarification/justification. If no clarification/ justification is provided within 7 (seven) days of such temporary suspension of Service, we shall at our sole discretion, choose to permanently terminate your right to access the Services and suspend all access to the Service, without any liability or damage. Your sole right thereafter shall be to request for purging or the User Content uploaded on the workspaces/ data room. Copies of the User Content shall be provided upon payment of additional cost.
- Privacy
We care about the privacy of our Users. View Our Privacy Policy on our website https://www.ConfiexDataRoomroom.com. By using the Service, you are consenting to have your personal data collected, used, transferred to Service Providers who may choose to process such User Content in the United States.
- Safeguard of Personal Information
We represent that we have implemented technical and organizational measures, as per industry standards, designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure, and we shall constantly upgrade such measures and strive to keep all such information secured from unauthorized third parties access.
- Third Party Websites and Services
The Service may contain links to third-party websites, advertisers, services, special offers or other events or activities that are not owned or controlled by ConfiexDataRoom. ConfiexDataRoom does not endorse or assume any responsibility for any such third-party sites, information, materials, products or services. If you access a third party website from the Service, you do so at your own risk and you understand that this Agreement and ConfiexDataRoom’s Privacy Policy do not apply to your use of such sites. You expressly relieve ConfiexDataRoom from any and all liability arising from your use of any third-party website, service or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods and any other terms (such as warranties) are solely between you and such advertisers. You agree that ConfiexDataRoom shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
- Indemnity
You agree to defend, indemnify and hold harmless ConfiexDataRoom and its subsidiaries, agents, licensors, managers and other affiliated companies and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including but not limited to attorney’s fees) arising from your violation of any terms under these Terms of Use, including without limitation your breach of any of the representations and warranties above.
- No Warranty
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. CONFIEXDATAROOM DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE CONFIEXDATAROOM SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR CLAIMS FOR (I) GROSS NEGLIGENCE, (II) WRONGFUL DEATH, (III) WILLFUL MISCONDUCT, OR (IV) FRAUD, IN NO EVENT SHALL CONFIEXDATAROOM, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL CONFIEXDATAROOM BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF CONFIEXDATAROOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- Workspace and Workspace Sharing Functionality
ConfiexDataRoom does not sell, nor does it offer to sell, any securities. No information contained on this site is intended to constitute, nor shall it be interpreted as, any such sale or offer to sell. ConfiexDataRoom is not a registered security broker or dealer and is not regulated under the securities laws.
Any company or investor who uses the site in connection with a potential transaction does so at its own risk and is solely responsible for conducting its own legal, accounting and due diligence review. ConfiexDataRoom recommends that all companies and investors who use the site seek legal counsel to review compliance with applicable federal, state and/or foreign securities laws and regulations, as well as the counsel of regulatory, tax and accounting advisors as applicable. ConfiexDataRoom has not investigated and is not responsible for, the accuracy or completeness of any information on the site.
- General
1. Customer Support. ConfiexDataRoom shall provide 24*7 service support to the Subscribers. Such support shall include assistance in maintaining the workspaces and providing technical assistance in deletion or User or User Content etc, as and when requested by the Subscribers specifically. As a Subscriber, you may choose to restrict the access of ConfiexDataRoom support team. If access of our support team has been restricted, then Subscriber will need to specifically provide access each time a service support request is raised. Delay in providing support due to such restrictions imposed by the Subscriber shall not be attributable to ConfiexDataRoom. All activities carried out by our support team can be reviewed and tracked by the Subscriber. It shall be the Subscribers responsibility to review and report any unauthorized activity of the support team.
2. Force Majeure. ConfiexDataRoom shall not be liable for its failure to perform as a result of any event of force majure events like acts of god, fire, wars, sabotage, civil unrest, labour unrest, action of Statutory Authorities or local or Central Governments, change in Laws, Rules and Regulations, affecting the performance of Confiex Data. 3. You agree that you are agreeing to these Terms of Use voluntarily and that there has not been any coercion or any type of force or instigation. 4. These Terms of Use along with the terms under the respective Work Order constitute the entire agreement between the Parties and supersedes all previous agreements and understandings, whether oral or written, between the Parties with respect to the Services. 5. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 6. Neither this Agreement nor any provision hereof is intended to confer any rights or remedies onto any third parties who are alien to this Agreement. 7. You may be required to accept separate terms of use of Linked Service Providers who shall be providing services through the Website. At no time shall ConfiexDataRoom be held liable for deficiency of service by such Linked Service Providers and your remedy against such Linked Service Providers shall be subject to the terms of use/EULA accepted with them. 8. Unless otherwise provided herein, all notices or other communications under or in connection with the Services shall be given in writing and may be sent by email tosupport@ConfiexDataRoom.com, personal delivery or post. Any such notice or other communication will be deemed to be effective if sent by personal delivery, when delivered and if sent by post, two days after being deposited in the post. Notice send by Personal Delivery or Post should be addressed to: CONFIEX DATA ROOM PVT LTD
302, 3rd Floor, New Sonal Industrial Estate
Kachpada, Malad West,
Mumbai, India – 400064
Email: support@ConfiexDataRoomroom.com
ATTN: Client Service Department 9. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ConfiexDataRoom without restriction, provided the services are not hampered during the validity of the subscription. 10. The invalidity or unenforceability of any provisions of these Terms of Use in any jurisdiction shall not effect the validity, legality or enforceability of the remainder of these Terms in such jurisdiction or the validity, legality or enforceability of these Terms, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of either party hereunder shall be enforceable to the fullest extent permitted by law. 11. The Parties to these Terms of Use are independent contractors and nothing in these Terms shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto. Neither Party shall make any representation that suggests otherwise. The Subscriber shall not describe itself as agent or representative of ConfiexDataRoom. 12. These Terms of Use are construed and shall be governed by laws applicable in India. The Courts of Mumbai will have exclusive jurisdiction to adjudicate disputes arising out of the terms herein. ACKNOWLEDGEMENT – YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ALL THESE TERMS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF AVAILING THE SERVICES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENTS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS
