Terms & Conditions of Sale and Use

1. VIRTUAL DATA ROOM SERVICES AND SUPPORT

1.1 Provision of Services 

Subject to the terms of this Agreement, DEALCOCKPIT™ agrees to provide its Customers (herinafter “The Customer”) with Virtual Data Room services (herinafter “VDR Services”) for the management, storage and exchange of data as described in the relevant Order Form. DEALCOCKPIT™ will use commercially reasonable efforts to ensure the availability and functionality of its VDR Services in accordance with industry standards and the specific needs of secure data management. 

As part of the registration process, the Customer shall provide necessary information and will choose a username and password for account access. The Customer is responsible for maintaining the confidentiality and security of their account credentials. DEALCOCKPIT™ reserves the right to refuse registration or cancel accounts that violate these Terms and Conditions or applicable laws. 

1.2 Technical Support 

DEALCOCKPIT™ shall provide its Customers with technical support services in accordance with the Service Level Agreement (SLA) outlined in Annex 1 of this Agreement. Support will be available 24/7 per email and during business hours in France through designated communication channels specified by DEALCOCKPIT™.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Prohibited Actions 

The Customer agrees not to, directly or indirectly: 

a) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the VDR Services or any related software, documentation, or data (herinafter "Software"), in accordance with Article L.122-6-1 of the French Intellectual Property Code.

b) Modify, translate, or create derivative works based on the VDR Services or Software, except as expressly permitted by DEALCOCKPIT™ in writing.

c) Use the VDR Services or Software for timesharing, service bureau purposes, or for the benefit of any third party not authorized under this Agreement.

d) Remove or alter any proprietary notices, labels, or trademarks affixed to or contained within the VDR Services or Software.

2.2 Compliance with Export Laws 

The Customer shall comply with all applicable export control and economic sanctions laws and regulations, including those of the European Union and France, such as Regulation (EC) No 428/2009 setting up a Community regime for the control of exports, transfer, brokering, and transit of dual-use items. The Customer agrees not to export or re-export any part of the VDR Services or Software provided by DEALCOCKPIT™ to any country, person, or entity subject to export restrictions without obtaining necessary licenses or approvals. 

2.3 Compliance with Laws and Policies 

The Customer represents and warrants that it will use the VDR Services in compliance with: 

The Customer agrees to indemnify and hold harmless DEALCOCKPIT™, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to any breach of this Section 2.3 by the Customer. 

DEALCOCKPIT™ reserves the right to monitor the Customer’s use of its VDR Services to ensure compliance with this Agreement and applicable laws. DEALCOCKPIT™ may suspend or terminate access to its VDR Services for any violation of these terms. 

2.4 Customer Responsibilities 

The Customer is responsible for: 

a) Equipment and Connectivity: Procuring and maintaining all hardware, software, and network connections necessary to access and use the VDR Services provided by DEALCOCKPIT™.

b) Security: Maintaining the security and confidentiality of account credentials, data, and any transmissions to or from the VDR Services. The Customer shall promptly notify DEALCOCKPIT™ of any unauthorized access or security breach related to its VDR Services.

c) Data Backup: Implementing appropriate procedures for backing up and restoring Customer Data to prevent loss or corruption.

3. CONFIDENTIALITY AND PROPRIETARY RIGHTS

3.1 Confidential Information 

a) Definition: "Confidential Information" means all non-public information disclosed by either party (herinafter "Disclosing Party") to the other (herinafter "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, technical data, financial records, legal contracts, trade secrets, and Customer Data.

b) Obligations: The Receiving Party shall:

• Use Restriction: Use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement. 
  
• Non-Disclosure: Not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees, agents, or subcontractors who need to know such information for the purposes of this Agreement and are bound by confidentiality obligations no less restrictive than those herein. 

• Protection Measures: Employ reasonable security measures, at least as protective as those it uses for its own confidential information, to safeguard the Confidential Information. 

c) Exceptions: Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement.
  
  
• Was known to the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by written records.
  
  
• Is received from a third party without restriction and without breach of any obligation of confidentiality.
  
  
• Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
  
  
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt written notice to the Disclosing Party to enable it to seek a protective order or other appropriate remedy.

d) Duration: The obligations under this Section 3.1 shall survive for five (5) years from the date of disclosure of the Confidential Information.

3.2 Ownership and Intellectual Property Rights 

a) Customer Data: The Customer retains all rights, title, and interest in and to all data, information, and material (herinafter "Customer Data") that they submit to DEALCOCKPIT™. DEALCOCKPIT™ shall process Customer Data only in accordance with this Agreement and the its Privacy Policy, in compliance with GDPR and other relevant French data protection laws.

b) Company Property: DEALCOCKPIT™ retains all rights, title, and interest in and to its VDR Services, Software, and all related intellectual property, including any enhancements, modifications, or derivative works thereof, whether developed during or outside the scope of this Agreement.

c) License to Customer: Subject to the terms and conditions of this Agreement, DEALCOCKPIT™ grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use its VDR Services and Software solely for the Customer's internal business purposes during the Term of this Agreement.

3.3 Feedback 

The Customer may provide suggestions, enhancement requests, recommendations, or other feedback (hereinafter "Feedback") regarding the Services provided by DEALCOCKPIT™. The Customer agrees that all Feedback is provided voluntarily, and DEALCOCKPIT™ may use such Feedback without obligation or restriction.

4. PAYMENT OF FEES

4.1 Fees and Payment Terms 

a) Fees: The Customer shall pay DEALCOCKPIT™ the Fees specified in the relevant Order Form for access to and use of its VDR Services.

b) Invoicing: Unless otherwise specified in the Order Form, DEALCOCKPIT™ shall invoice the Customer monthly in arrears, and payment shall be due within thirty (30) days from the date of invoice.

c) Late Payments: Any amounts not paid when due shall accrue interest at the rate of three times the legal interest rate in France, in accordance with Article L.441-10 of the French Commercial Code, plus a fixed indemnity of €40 for collection costs. DEALCOCKPIT™ reserves the right to suspend or terminate access to the VDR Services for overdue payments following written notice and failure to cure within ten (10) days.

4.2 Taxes 

All Fees are exclusive of applicable taxes, including but not limited to Value Added Tax (VAT). The Customer is responsible for paying all such taxes, except for taxes based solely on DEALCOCKPIT™'s income. If DEALCOCKPIT™ has the legal obligation to pay or collect taxes for which the Customer is responsible, the appropriate amount shall be invoiced to and paid by the Customer unless the Customer provides a valid tax exemption certificate authorized by the appropriate taxing authority. 

4.3 Fee Adjustments 

DEALCOCKPIT™ reserves the right to adjust the Fees upon renewal of the Service Term.

5. MISCELLANEOUS

5.1 Governing Law 

This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the courts of Paris, France. 

5.2 Entire Agreement 

This Agreement, including all Annexes and Order Forms, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral. 

5.3 Amendments 

Any amendments to this Agreement must be made in writing and signed by authorized representatives of both parties. 

5.4 Force Majeure 

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to war, terrorism, labor disputes, natural disasters, and governmental actions, provided that the affected party promptly notifies the other party and uses reasonable efforts to resume performance. 

5.5 Assignment 

The Customer may not assign or transfer this Agreement, in whole or in part, without the prior written consent of DEALCOCKPIT™. DEALCOCKPIT™ may assign this Agreement in its entirety to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

6. CHANGE OF TERMS

DEALCOCKPIT™ reserves the right to modify these Terms and Conditions.  

ANNEX 1: SERVICE LEVEL AGREEMENT (SLA) 

1.1 Overview 

This Service Level Agreement (SLA) outlines the levels of service that DEALCOCKPIT™ commits to providing to the Customer, including service availability, support response times, and performance targets. 

1.2 Service Availability 

DEALCOCKPIT™ guarantees that the VDR Services will be available 99.9% of the time each calendar month, excluding scheduled maintenance, force majeure events, and any downtime caused by Customer actions. 

DEALCOCKPIT™ will provide technical support during business hours. 

1.3 Unscheduled Maintenance:

DEALCOCKPIT™ reserves the right to perform emergency maintenance without prior notice if deemed necessary to maintain the security and stability of the VDR Services. DEALCOCKPIT™ will make reasonable efforts to notify the Customer as soon as possible. 

1.4 Support Channels 

ANNEX 2: ACCEPTABLE USE POLICY 

2.1 Purpose 

This Acceptable Use Policy outlines the acceptable and prohibited use of the VDR Services provided by DEALCOCKPIT™. 

2.2 Acceptable Use 

The Customer agrees to use the VDR Services for lawful purposes only. Acceptable uses include, but are not limited to: 

• Storing and sharing confidential business documents. 

• Conducting due diligence for mergers and acquisitions. 

• Managing secure communications with stakeholders. 

2.3 Prohibited Use 

The following activities are strictly prohibited when using the VDR Services: 

• Illegal Activities: Using the VDR Services for any illegal purpose, including but not limited to fraud, money laundering, or activities that violate any applicable laws or regulations. 

• Intellectual Property Infringement: Uploading, sharing, or distributing content that infringes on the intellectual property rights of others, including copyrights, trademarks, and trade secrets. 

• Harmful Activities: Engaging in activities that could harm or disrupt the VDR Services, DEALCOCKPIT™, or other customers, including but not limited to: 
  
  
  1. Hacking: Attempting to gain unauthorized access to the VDR Services, Software, networks, or data of DEALCOCKPIT™ or any third party.
     
     
  2. Distribution of Malware: Uploading or distributing viruses, malware, spyware, or other harmful code.
     
     
  3. Denial of Service (DoS) Attacks: Conducting or participating in any form of DoS attack.
     
     
  4. Unauthorized Access: Sharing account credentials or allowing unauthorized third parties to access the VDR Services.
     
     
  5. Data Privacy Violations: Violating the privacy rights of individuals by collecting or sharing personal data without proper consent or in violation of applicable data protection laws.
     
     
  6. Spamming and Phishing: Sending unsolicited bulk messages, conducting phishing campaigns, or otherwise engaging in spamming activities. 

2.3 Enforcement 

DEALCOCKPIT™ reserves the right to monitor the Customer's use of the VDR Services to ensure compliance with this AUP. In the event of a violation, DEALCOCKPIT™ may take any or all of the following actions: 

• Warning: Issuing a warning to the Customer to cease the prohibited activity. 

• Suspension: Temporarily suspending access to the VDR Services until the issue is resolved. 

• Termination: Terminating the Customer's account for repeated or severe violations of the AUP. 

• Legal Action: Taking appropriate legal action if the violation involves illegal activities or results in harm to DEALCOCKPIT™ or third parties. 

2.4 Compliance 

The Customer agrees to comply with all applicable laws and regulations regarding the use of the VDR Services.