Last updated: April 8, 2025
PLEASE READ THESE TERMS CAREFULLY BEFORE USING OR ACCESSING THE DATA ROOM.
BY CLICKING ON THE “ACCEPT” OR “YES”BUTTON IN RESPONSE TO THE ENQUIRY AS TO ACCEPTANCE OF THESE DATA ROOM TERMS OFUSE (THESE “TERMS”), OR BY LOGGING IN AND ACCESSING THE DATA ROOM, YOU:
A. REPRESENT AND WARRANT THAT:
I. YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS; AND
II. IF YOUARE USING THE DATA ROOM (OR ANY PART THEREOF) ON BEHALF OF ANOTHER PERSON OR ENTITY, YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS;
B. AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AS UPDATED BY US FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12.2
IF YOU DO NOT AGREE TO THESE TERMS,YOU MUST NOT ACCESS OR USE THE DATA ROOM.
THESE TERMS DO NOT ALTER IN ANY WAYTHE TERMS OR CONDITIONS OF ANY OTHER AGREEMENTS YOU MAY HAVE WITH US IN RESPECT OF ANY PRODUCTS, APPLICATIONS, SERVICES OR OTHERWISE.
These Terms constitute a legally binding agreement between you and Tower Software Labs Inc.("Tower", "we", "us", or"our") governing your access to and use of the Data Room. The terms “User”, "you" or "your" refer to the individual or entity browsing, installing, downloading, accessing or otherwise using the Data Room and include all Data Room Users ("use"or "using" in these Terms will mean any of the foregoing). Capitalized terms not defined herein (including at Section 13 of these Terms) have the meaning in the Cloud ServiceAgreement between us and our Customer. Any violation of these Terms may result in immediate termination of your access rights and potential legal action byTower. You agree that Tower shall be entitled to seek all remedies available atlaw and in equity for violations of these Terms, including but not limited to the right to block access from a particular IP address.
1. User Categories and Access Rights
1.1. Types of Users.
You understand that you are being permitted to use the Data Room because you are either: (a)an employee or representative of a customer (the “Customer”) which has entered into an agreement with Tower (the “Cloud Service Agreement”) to use the Data Room for the Customer’s internal business purposes including in connection with a financing, merger, acquisition, sale, or similar corporate transaction (a “Transaction”) (such User, a “Customer Employee User”);(b) a client or advisor of the Customer and your respective employee or representative who has been granted access to the Data Room by the Customer or its Customer Employee User (such User, a “Customer Authorized User”and together with Customer Employee Users, “Customer Users”); or (c) a person who is granted access to a specific Data Room for the purpose of conducting due diligence in connection with a potential Transaction, including but not limited to an advisor of a Customer Authorized User, potential buyer, investor, lender or a respective advisor or representative of the same (suchUser, a “Counterparty User”).
To the extent they do not contradict these Terms, your use of the Data Room is also subject to theCloud Service Agreement (if you are an Customer Employee User) or other Users, any applicable supplemental terms and conditions entered into with Customer (“Customer Terms”) and these Terms do not alter in any way the terms or conditions of any agreements you may have with the Customer with respect to your work and services to Customer, including the Customer Terms.
Customer EmployeeUsers will have full access rights as granted within the scope of the applicable Cloud Service Agreement, including the authority to manage Data Room settings and user permissions. Counterparty Users and Customer Authorized Users will have strictly limited access rights as defined and configured by CustomerEmployee Users, and may only access Data Rooms to which they have been explicitly invited, and may not grant access to additional users. Counterparty Users and Customer Authorized Users’ rights to invite other Users, view, download, copy, or distribute materials are limited to those permissions explicitly granted by Customer Employee Users for each Data Room.
1.2. Access and Authentication
Your use of the DataRoom is at your own risk. You are responsible for implementing safeguards to protect the security and integrity of your computer system and mobile device, and you are responsible for the entire cost of any service, repairs or connections to your computer system or mobile device that may be necessary as a result of your use of the Data Room including adhering to the following security requirements:
(a) eachUser shall maintain strict confidentiality of their login credentials;
(b) each User shall use strong passwords that meet Tower's minimum security requirements;
(c) eachUser shall enable two-factor authentication when available;
(d) eachUser shall log out after each session; and
(e) eachUser shall not access the Data Room through unsecured or public networks.
Customer EmployeeUsers are required to ensure that all persons who access the Data Room through your internet connection are aware of these Terms and comply with them. You acknowledge and agree that you are solely responsible for all activities that occur under your account. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for any password misuse or any unauthorized access. We reserve the right at any time, to disable or terminate your account, any username, password or other identifier, whether chosen by you or provided by us, at our discretion, including for any violation of any provision of theseTerms.
2. Fees
The Customer will be responsible for paying to Tower all applicable fees. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in these Terms and the Cloud Service Agreement.
3. Restrictions; UserData; User Submissions; and Grant of License
3.1. User Data
You confirm that you have granted all rights necessary to the Customer for us to use your information, Materials, records, files, data, text, software, music, sound, photographs, graphics, video, or other documentation, that you load, transmit to or enter into, or that we otherwise collect from your access to or use of, the Data Rooms (collectively, the “User Data”)and Feedback. To the extent that you have not granted such necessary rights to the Customer, you grant us such rights by entering into these Terms. You acknowledge and agree that we may share or otherwise disclose your User Data orUser Submissions with Customer and other Users in accordance with these Terms, CloudService Agreement and the Privacy Policy.
3.2. User Submissions
The Data Room may contain functionality such as applications, chat rooms, e-mail, message boards, personal or interest group webpages, profiles, or other such functions that allow you to submit, contribute, post, publish, display or transmit(collectively, "submit") content, or other information on or through the Data Room to other users of the Data Room or other persons (collectively,"User Submissions"). For greater certainty the term “User Submissions” does not include User Data.
We will be under no obligation to keep any User Submissions you submit to the Data Room confidential. By providing any User Submission to the Data Room, you grant us and our affiliates and service providers, and each of their respective licensees, successors, and assigns a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sub licensable and fully paid-up right to use, reproduce, modify, perform, display, publish, distribute and otherwise disclose to third parties any User Submissions for any purpose and to incorporate such User Submissions into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submissions.
We reserve the right at any time, but are not obligated to, without notice and at our discretion to:
(a) remove or refuse to post on the DataRoom any User Submissions for any or no reason; and
(b) take such actions with respect to anyUser Submission deemed necessary or appropriate.
We have no obligation, and no responsibility to any party to monitor the Data Room or its use, and do not and cannot undertake to review User Submissions that you or other users submit to the Data Room. We cannot ensure prompt removal of objectionable User Submissions and we have no liability for any action or inaction regarding User Submissions by any user or third party, subject to applicable laws.
3.3. Restrictions
You acknowledge and agree that:
(a) your login credentials are granted only to you individually and may not be shared with anyone else;
(b) you will not register or use any ID for group purposes or as a role account;
(c) you will not use the Data Rooms for any personal, family or household use;
(d) Tower may block access without notice for any ID used for group purposes or as a role account;
(e) you will take all reasonable and prudent steps to protect your credentials;
(f) you will promptly notify Tower of any unauthorized access or credential compromise; and
(g) you may need to install additional software to access certain data, which shall be subject to these Terms.
3.4. User Warranties; Prohibited Uses
(a) User Warranties
By submitting UserData and User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Data and User Submissions and have the right to grant this license. You understand and agree that you are fully responsible and legally liable, including to any third party, for any User Data and User Submissions you submit and their accuracy.
If you are a Customer User, you represent and warrant to Tower that you: (i) have obtained all permissions and consents, provided all relevant notices, or have established another legal basis required by law (as applicable) to transfer the Materials and/or User Data so that Tower may lawfully use and process the Materials and User Data in accordance with theseTerms, and in compliance with applicable data protection laws, including but not limited to, any data localization or data sovereignty laws or regulations;(ii) will use the Data Room for the intended business purpose; (iii) have delegated authority to your advisors to provide instructions in connection with the use of the Data Room, and Tower has no duty to verify such delegation, and may rely on such instructions; (iv) will use reasonable efforts to provideTower with clear and legible copies of the Materials in the best possible condition; (v) will cooperate with Tower to correct any problems associated with the Materials; (vi) will comply with all economic sanctions laws and not take any action which would place Tower in a position of non-compliance with any such economic sanctions laws; (vii) will promptly report to Tower any problems or errors you observe or discover with the Materials; and (viii) will immediately notify Tower in writing of all court orders you receive which may restrict the use, distribution, or disposition of any Materials delivered toTower.
(b) Prohibited Uses
You agree that when using the Data Room or submitting UserData and User Submissions, you will not, directly or indirectly: (i) in any manner violate any applicable federal, provincial, local or international law or regulation, including any laws regarding the export of data or software, patent, trademark, trade secret, copyright or other intellectual property, legal rights (including the rights of publicity and privacy of others) or transmit any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms or the Privacy Policy; (ii) transmit any material that is false, inaccurate, misleading, exploitative, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age or any other legally prohibited ground or that is otherwise objectionable, such determination to be made at our discretion; (iii) send, upload collect, transmit, store, use, post, publish, or otherwise communicate on the Data Rooms any User Data, User Submissions, Non-Tower Applications, data, information, pictures, videos, audio or other materials or content that: (A) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate;(C) is false, inaccurate, intentionally misleading, or impersonates any other person; (D) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (E) is defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, such determination to be made in our sole discretion; (G) is harmful to minors in any way or targeted at minors; (F)infringes, violates or otherwise misappropriates the intellectual property rights or other rights of any third party (including any moral right, privacy right or right of publicity); (H) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; or (I)contains information about an identifiable individual unless permitted under our Cloud Service Agreement with Customer or otherwise permitted by us in writing; (iv) perform, nor permit or instruct any third-party to perform on its behalf, any code review, vulnerability testing, penetration testing, or any other network tests on the Data Room, or attempt to gain unauthorized access to the Data Room or its related systems or networks; (v) create adaptations, translations or derivative works based on the Data Room, in whole or in part, or decompile, disassemble, reverse engineer or otherwise exploit any part of the Data Room , or make any software available to Users in connection with the Data Room; (vi) attempt to breach, violate or circumvent or breach, violate or circumvent any security or authentication measures; (vii) restrict, disrupt or disable services to users, hosts, servers or networks; (viii) illicitly reproduce TCP/IP packet headers; (ix)disrupt network services and otherwise disrupt our ability to monitor the DataRoom; (x) use any robot, spider, scraper or other automated or manual processor means to access the Data Room for any purpose, including monitoring or copying of any material on the Data Room or for developing and training models;(xi) violate the restrictions in any robot exclusion headers on the Data Room or bypass or circumvent other measures employed to prevent or limit access to the Data Room; (xii) introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (xiii) attack the Data Room via a denial-of-service attack, distributed denial-of-service attack, flooding, mail bombing or crashing; (xiv) take any action that imposes, or may impose, at our discretion, an unreasonable or disproportionately large load on the Data Room; (xv) otherwise attempt to interfere with the proper working of the Data Room; (xvi) harvest or otherwise collect or store any information (including personal information) about other users of the Data Room, including e-mail addresses, without the express consent of such users; or (xvii) transmit, or procure the sending of, any advertisements or promotions or sales, or encourage any other commercial activities, including any "spam", "junk mail", "chain letter", contests, sweepstakes or other sales promotions, barter, or advertising or any other similar solicitation
(c) Enforcement, Suspension and Termination
We reserve the right at any time, without notice and at our discretion to:
(i) take appropriate legal action, including referral to law enforcement or any regulatory authority, or notification of any harmed party of any illegal or unauthorized use of the Data Room. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Data Room; and
(ii) terminate or suspend your access to all or part of the Data Room or disable or terminate any account, username, password, or other identifier, whether chosen by you or provided by us, at our discretion.
4. Limitations of Liability and Disclaimers
(a) Disclaimers
YOUR USE OF THE DATA ROOM AND ANY SERVICES OR ITEMS FOUND THROUGH THE DATA ROOM IS AT YOUR OWN RISK.TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE DATA ROOM IS PROVIDED "ASIS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE DATA ROOM OR ANY SERVICES OR ITEMS FOUND THROUGH THE DATA ROOM WILL BE COMPLETE, SECURE, SUITABLE, ACCURATE, RELIABLE,AVAILABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE DATA ROOM OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES ORDATA AVAILABLE FOR DOWNLOADING FROM THE DATA ROOM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE DATA ROOM AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING,FLOODING, MAIL BOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE DATA ROOM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY WEBSITE LINKED TO IT. TOWER AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY,TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE DATA ROOM. TOWER SHALL NOT HAVE ANY RESPONSIBILITY FOR THE ACCURACY,QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS OF THE MATERIALS, ORFOR OBTAINING RIGHTS TO USE OR TITLE TO ANY MATERIALS. TOWER SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSSOF ANY MATERIALS CAUSED BY USERS, FOR THEIR FAILURE TO STORE ANY MATERIALS, ORFOR THEIR MISUSE OF THE DATA ROOM.
YOU UNDERSTAND THAT: (I) THE NATURE OF AI MODELS IS NOT INTENDED, AND CANNOT BE, RELIED UPON WITHOUT INDEPENDENT VERIFICATION; AND (II) IT IS NOT OUR RESPONSIBILITY TO VALIDATE AND INSTRUCT YOU OR ANY USERS TO VALIDATE THE RESULTS OF THE MODELS,INCLUDING ALL OUTPUTS, BEFORE RELYING ON SUCH RESULTS AND OUTPUTS, NOR IS IT OUR RESPONSIBILITY TO ENSURE THAT ALL PERSONS THAT RECEIVES SUCH RESULTS AND OUTPUTS UNDERSTANDS SUCH LIMITATIONS.
(b) Limitation of Liability
(I) TOTHE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TOWER (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) BE LIABLE TO YOU FOR ANY: (A) INDIRECT,INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) LOSSOF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OFUSE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE DATA ROOM, ANY LINKED THIRD-PARTY WEBSITES, OR ANY DATA ROOM CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR OTHERWISE, EVEN IF WE WERE NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
(II) TOTHE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF TOWER (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) TOYOU, OR ANY OTHER PERSON (INCLUDING CUSTOMER) IN CONNECTION WITH OR UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100.00). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE ORMORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
(III) IN NO EVENT WILL OUR THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS.
5. Indemnification
You agree to indemnify, defend, and hold harmless us, our affiliates and our and the irrespective directors, officers, employees, agents, licensors, licensees, suppliers or successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms or your use of the Data Rooms including third-party sites and third-party content other than as expressly authorized in these Terms; (b) User Submissions and UserData; and (c) your relationship with any other User or the Customer.
6. Confidentiality Obligations
Without liming any terms and conditions of confidentiality in the Cloud Service Agreement:
6.1 Each party understands that the other party has disclosed or may disclose business, technical, or financial relating to the disclosing party’s business (“Confidential Information”).Confidential Information of Tower includes Data Rooms and any non-public information regarding features, functionality, and performance of the DataRooms and Provider Property (as such terms is defined in the Cloud ServiceAgreement). Confidential Information of Customer is User Data.
6.2 Neither party shall use any ConfidentialInformation of the other party except as necessary to exercise its rights or perform its obligations under these Terms or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party's Confidential Information as it uses to protect its ownConfidential Information of like nature. Neither party shall disclose the other party's Confidential Information to any person or entity other than its employees who need to know suchConfidential Information in order to effect the intent of these Terms and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section.
6.3 Notwithstanding the foregoing, each party may disclose the other party’s Confidential Information:
(a) only if and to the extent legally compelled or required by a national, provincial, state, county, municipal, quasi-governmental, or self-regulatory department, authority, organization, agency, commission, board, tribunal, regulatory authority, dispute settlement panel or body, bureau, official, minister, Crown corporation, court or other law, rule or regulation-making entity having or purporting to have jurisdiction over any person or matter related to theseTerms, provided that such party must first: (i) provide disclosing party with prompt prior written notice of such compelled disclosure (except where prohibited by Applicable Laws from doing so) to give disclosing party the opportunity to oppose such disclosure; and (ii) cooperate fully with disclosing party in protecting against or limiting any such disclosure, including obtaining a protective order narrowing the scope of such disclosure and use of the Confidential Information. Thereafter, receiving party may disclose theConfidential Information of disclosing party, but only to the extent required and subject to any protective order that applies to such disclosure;
(b) in the case of Tower, to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with Tower’s business; or
(c) inthe case of Tower, as permitted in the CloudService Agreement.
6.4 Each of the parties acknowledge that disclosure of disclosing party’s Confidential Information or any other breach of this Section 6 may cause serious and irreparable damage and harm to disclosing party and that remedies at law may be inadequate to protect against breach of these Terms, and each party agrees that disclosing party may seek injunctive relief for any breach of the provisions of this Section 6 and to the specific enforcement of the terms of thisSection 6, in addition to any other remedy to which disclosing party would be entitled.
6.5 Upon written request by a disclosing party or upon the termination or expiration of these Terms, each party will promptly return to the other party or destroy all Confidential Information(excluding any User Data which is addressed in the Cloud Service Agreement) of the other party in its possession or control within a reasonable amount of time in accordance with receiving party’s data destruction practices. Notwithstanding the foregoing, Tower may retain any electronically archived User’s Confidential Information as provided in the CloudService Agreement.
7. Integration and Third-Party Applications
7.1. Integration with Non-Tower Applications
The Data Room may contain features designed to interoperate with Non-Tower Applications. Tower does not warrant or support Non-Tower Applications, nor can it guarantee the continued availability of such features. Tower reserves the right to cease making available any Non-Tower Application without entitling Users to any refund, credit, or other compensation, modify integration specifications, suspend access for security concerns, and monitor integration usage and performance. Tower has no obligation to support Non-Tower Applications, is not responsible for integration maintenance, and may modify APIs or integration points at any time. Tower may further require updates to integration methods and establish additional integration requirements in its sole discretion.Nothing in these Terms shall be construed as requiring Tower to maintain support for any Non-Tower Applications or to provide any integration-related services beyond those expressly set forth in writing by Tower. If a User chooses to use a Non-Tower Application with the Data Room, the User is responsible, and Tower disclaims all liability, for the privacy or security of such Non-Tower Application, including but not limited to, any disclosure, modification, or deletion of data resulting from a Non-Tower Application or its provider. The User agrees to comply with the terms of service of any Non-Tower Applications.
7.2. Third-Party Content and Data Rooms
The Data Room may include content provided by third parties, including from other users and third-party licensors (“Third Party Content Providers”). All statements and opinions expressed in any such third-party content are solely the opinions and the responsibility of the Third Party Content Providers. To the extent permitted by applicable law, neither we nor the Third Party Content Providers have any responsibility or liability to you or any third party for the content or accuracy of any third-party materials.
The Data Room may provide links or pointers to third party websites. We make no representations about any other websites that may be accessed from the Data Room. If you choose to access any such third party websites, you do so at your own risk. We have no control over the contents of any such third party websites and to the extent permitted by applicable law, we do not have any responsibility or liability to you or any third party for such third party websites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third party websites.
8. Ownership; Reservation of Rights
The Data Room and all of its features and functionality, including all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection and arrangement, are owned by us, our licensors or other providers of such material and are protected in all forms by intellectual property laws, including copyright, trademark, patent, trade secret and any other proprietary rights.
Tower and all related names, logos, product and service names, designs, images and slogans are our marks or our affiliates' or licensors' marks. You must not use such marks without our prior written permission. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on theData Room belong to their respective owners. Use of any such property, except as expressly authorized, will constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
Nothing in these Terms grants you any rights in the Data Room, other than as necessary to enable you to access the Data Room. You agree not to adjust or to try to circumvent or delete any copyright, trademark, or other intellectual property notices contained on the Data Room and in particular, in any digital rights or other security technology embedded or contained within any content available on theData Room. You agree not to remove any watermarks, labels or other legal or proprietary notices included in the Data Room.
9. Privacy
You understand that your personal information will be collected, used, disclosed, or otherwise processed in accordance with our privacy policy, found at [Insert Privacy Policy URL](the "Privacy Policy").
10. Term andTermination
These Terms will commence on the day you first use any portion of the Data Room and will continue until the earlier of: (a) Customer’s subscription and licenses under the CloudService Agreement expires or has been terminated by Customer or Tower; (b) you are no longer designated aUser by Customer; or (c) earlier termination of these Terms as provided herein(the “Term”). We may terminate these Terms at any time and with immediate effect by giving notice to you, a tour discretion, by email (at your current email address on file with us) or through the Data Room. You may terminate these Terms at any time and with immediate effect by requesting by email that your account be deleted, or by deleting your account and ceasing use of the Data Room. For greater certainty, if you continue to use any portion of the Data Room that is available after these Terms have been terminated, these Terms will continue to apply to the extent of such use. Sections of theseTerms which by their nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms, will survive expiration or termination of these Terms for any reason.
11. Governing Law
Except as restricted by applicable laws or if you are a consumer residing in Québec, these Terms will be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. Any action or proceeding arising out of or relating to the DataRooms and under these Terms will be initiated in Toronto, Ontario, Canada and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts sitting therein. Notwithstanding the foregoing, this choice of jurisdiction does not prevent us from seeking remedies with respect to a violation of intellectual property rights in any appropriate jurisdiction. TheUnited Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
12. Miscellaneous
12.1. Entire Agreement
These Terms constitute the entire agreement between you and us in connection with the subject matter of these Terms and supersede all prior or contemporaneous agreements, representations or other communications between you and us you and us with respect to the Data Room. The terms "include" and"including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of these Terms are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", when used in respect of us in these Terms, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.
12.2.Amendment
Except where prohibited by applicable law, we reserve the right, at our discretion, to amend any element of these Terms at any time by posting an amended version of theseTerms to the Data Room. If you do not agree to the amended version of these Terms you must stop using the Data Room. Otherwise, your continued access to or use of the Data Room indicates your acceptance of the amended Terms. We reserve the right to discontinue the Data Room or change, withdraw or terminate any part of the Data Room at any time, without notice and at our discretion. We will not be liable if, for any reason, all or any part of the Data Room is restricted or unavailable at any time or for any period
12.3. Severability
Any provision of these Terms found by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable will be severed from these Terms and all other provisions of these Terms will remain in full force and effect.
12.4. No Waiver
A waiver of any provision of these Terms must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
12.5. Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
12.6. English Language
The parties confirm that the essential stipulations of this agreement reflect the mutual agreement of the parties further to negotiation, and were not imposed by either party, even when drawn up by one of the parties. The parties further confirm that it is the express wish of all parties that this agreement, all documents related to this agreement and all communications between the parties in the context of the performance of this agreement be in English only. Les parties confirment que les stipulations essentiel
les de la présente entente reflètentle résultat de discussions libres de gré à gré et n’ont pas été imposées parl’une ou l’autre des parties, même lorsque rédigées par l’une des parties. Lesparties confirment également que c’est la volonté expresse des parties que laprésente entente, tout document s’y rattachant et toute communication entre lesparties dans le cadre de l’exécution de cette entente soient uniquement enanglais.
13. Definitions
“Data Room”means collectively, those virtual data rooms (also referred to as projects), contents, and features provided to the Customer through which Users access, process, store, upload/download, and communicateMaterials.
“Feedback”means suggestions, improvements, comments, or other feedback regarding the DataRoom.
“Materials” means Uploaded Content as such term is defined in the Cloud Service Agreement and includes any and all documents or files that are uploaded to the Data Rooms by or on behalf of the User or Customer.
“Non-Tower Application” means Third Party Products as defined in the Cloud ServiceAgreement and incudes any web-based, mobile, offline or other software functionality that interoperates with a Data Room, that is provided byCustomer, User or a third party.