Terms of Service

Background:
Vault Rooms, Inc. has a technology application, branded Vault Rooms™ Virtual Data Rooms, primarily for use by participants to enhance the critical document management process of complex business transactions. Access to the Vault Rooms, Inc. technology is through the website. Users will be provided access by means of username and password authentication. The permissions and rights of users will be determined by the Subscriber’s administrators.

These Terms and Conditions set out the provisions pursuant to which the Subscriber is entitled to access and use the Technology, under the terms of a Subscription Agreement between the Subscriber (“Subscriber” or “Client”) and Vault Rooms, Inc.

1. Definitions. For the purposes of this Agreement:

1. “Agreement” means the Subscription Agreement and the Terms and Conditions contained herein, that are incorporated into the Subscription Agreement by reference.
2. “Business Hours” means the hours between 8am Central Time and 5 pm Central Time.
3. “Confidential Information” means all information contained in any form whatsoever that is not generally available to or used by others, that is acquired or developed by or on behalf of either of the parties and that is disclosed or made available by a Disclosing Party to a Receiving Party in connection with this Agreement, and includes business information, Personal Information, all Materials and information in relation to Transactions and the Technology;
4. “Data Room” refers to a location accessible by authorized Website Users, containing data and documents relating to a project that may be accessible over the Internet; and
5. “Data Room Administrators” mean users that are Representatives of the Subscriber who has been provided a group or room administrator log-in and password by or for the Subscriber and who log into the Data Room on behalf of Subscriber at least once;
6. “Data Room Users” mean those individuals authorized by Subscriber to access the Data Room.
7. “Default” means a default as set out in Article 5;
8. “Disclosing Party” means a party to this Agreement that discloses, either directly or through agents, Confidential Information to a Receiving Party;
9. “Fees” consist of the Service Fees, Consulting Fees and interest for overdue accounts as applicable;
10. “Materials” means the documents, images, video and any other material placed in the Data Room for access by Data Room Administrators and Data Room Users;
11. “Personal Information” means information about an identifiable individual or other information that is subject to any Privacy Laws.
12. “Privacy Laws” means any current, amended or future federal, state or other applicable statute, law or regulation of any governmental or regulatory authority in the United States of America, or elsewhere as applicable relating to the collection, use and/or disclosure of information about an identifiable individual.
13. “Receiving Party” means a party to this Agreement that receives Confidential Information from a Disclosing Party;
14. “Representative” means any employee, agent, independent contractor, accountant, auditor, counsel, banker, lender, employee of a Limited Partner of the Subscriber, employee of an affiliate where the Subscriber has a greater than 50% interest, or other advisor of a party to this Agreement;
15. “Services” means the services provided by Vault Rooms, Inc. pursuant to this Agreement, including access to the Data Room, encryption, transmission, access and storage of Materials in digital form, training, project management, consulting and support services;
16. “Service Fees” means those amounts payable by the Subscriber to Vault Rooms, Inc.for the Services (and includes any license fees for the use of the Technology) set out in the pricing schedule in the Subscription Agreement;
17. “Service Level Commitment” means a service level commitment to Subscriber by Vault Rooms, Inc. contained in Article 10
18. “Technology” means the information technology application allowing the creation, management and use of “virtual data rooms”; and which will be accessible by Microsoft Internet Explorer®, Google Chrome, Firefox and other browsers approved and supported by Vault Rooms, Inc.;
19. “Term” means the period of time from the Effective Date as specified in the Subscription Agreement, and extending for any subsequent successive terms in accordance with Article 5 if applicable, and ending upon expiry or termination of the Agreement in accordance with its terms; and
20. “Transaction” means a single transaction (which may include any number of related sub-transactions) involving Subscriber and other Data Room Users, where Subscriber is either a party to the transaction or an adviser for a party to the transaction.
21. “Website” means the virtual data rooms accessed via www.vaultrooms.com/login/plus/ or any other page containing the imbedded login frame which results in access to www.vroomsproplus.com.

2. Services. Vault Rooms, Inc. will provide Services to the Subscriber as follows:

1. Vault Rooms, Inc. will make available to Subscriber and Data Room Users Vault Rooms Virtual Data Room Technology and website, allowing the creation and use of “virtual data rooms”.
2. Promptly after the Effective Date, Vault Rooms, Inc. will make available the services set out in the Subscription Agreement.
3. Promptly upon request by Subscriber, Vault Rooms, Inc. will discontinue access to the Data Room by any or all Data Room Users or delete the Data Room from its servers.
4. Vault Rooms, Inc. will maintain and update the security of the Data Room in accordance with generally accepted information technology practices, and, without limiting the foregoing, will adhere to the security standards set out in Article 11. Vault Rooms, Inc. will not allow access to the Data Room by any person other than its own database administrator(s), and Data Room Users. Vault Rooms, Inc. will automatically monitor the Data Room for possible and actual infections by computer viruses, worms and other malicious software and will take all reasonable precautions to prevent such infections.
5. In performing the Services, Vault Rooms, Inc. shall exercise the degree of skill, competence and diligence expected of experienced professionals consistent with international industry standards to achieve the Service Level Commitments throughout the Term of this Agreement.
6. Unless expressly authorized in writing by Subscriber, Vault Rooms, Inc. will maintain Materials for a period of 30 days following the end of the Term.
7. At the termination of the agreement, the Subscriber is encouraged to create an offline archive of the Data Room that contains all documents and a complete history of all files uploaded and viewed by all Data Room Users. Prior to closing the Client’s account, Vault Rooms, Inc. will request a Room Removal Authorization from the Client. Upon receipt of the Room Removal Authorization from the client, the Data Room will be removed from the system.
8. If Subscriber requests in writing, Vault Rooms, Inc. will make available to Subscriber an archive DVD or Flash Drive of the Materials within 5 days of delivery of such request in writing for an additional fee. This provision will survive termination of this Agreement for 30 days.

3. Fees

1. In consideration of the provision of the Services and license granted by Vault Rooms, Inc. under Section 6, Subscriber shall pay to Vault Rooms, Inc. the Fees described in the Subscription Agreement. The Fees shall be payable in United States Dollars.
2. Subscriber shall pay all applicable taxes on the Fees, if required.
3. Fees for services will continue until a Room Removal Authorization is received by Vault Rooms, Inc. from the Subscriber.
4. Consulting Fees and Consulting Time Estimates, if applicable, will be prepared for the Subscriber by an employee of Vault Rooms, Inc. and must be approved by the Subscriber prior to the rendering of said consulting services. These fees may be incurred for services like assistance with data room population and user creation, training sessions beyond the initial quick start, archive assistance, room restores, assistance with Subscriber’s auditor response documents, etc.

4. Billing

1. Vault Rooms, Inc. shall invoice the Subscriber or process the provided subscriber’s credit card for the Services as per the Subscription Agreement. Fees shall be due upon receipt of a valid invoice from Vault Rooms, Inc. Invoices or credit card charges shall be processed in accordance with the billing information set out in the Subscription Agreement.
2. Vault Rooms, Inc. agrees to seek prior written approval from the Subscriber for any reimbursable expenses incurred in the production or delivery of the technology and services.
3. In the event that any of Subscriber’s service charges remain unpaid for more than 15 days (from the stated invoice date), in addition to any other remedies, Vault Rooms, Inc. reserves the right to (1) discontinue services under this Agreement, without notice to Subscriber, and/or (2) alter the initial billing terms under this Agreement should Subscriber wish to continue receiving services from Vault Rooms, Inc..
4. Vault Rooms, Inc. does not refund or reimburse to the subscriber any portion of fees for unused subscription periods.

5. Default And Termination

1. The following events are a Default by a party where the default is not cured in the relevant cure period:
   1. a party fails to perform or observe any of its material obligations under this Agreement (other than achievement of Service Level Commitments, governed by Section 5.3) and the failure continues unremedied for 5 days following receipt of a notice of the failure from the other party;
   2. a party becomes insolvent, or enters into any bankruptcy proceedings under Title 11 of the US Code; or
   3. a party fails to make payment when due to the other party, and such failure continues unremedied for 5 days following receipt of notice of Default from the other party.
2. Upon Default, the non-defaulting party may do any or all of the following:
   1. it may immediately terminate this Agreement by giving prior written notice; and
   2. it may exercise any of its other rights and remedies provided for hereunder or otherwise available to it at law or in equity.
3. If Vault Rooms, Inc. fails to achieve Service Level Commitments in two or more months in any six month period, Subscriber shall have either have the right to terminate this Agreement immediately, or shall receive a 20% discount on the Fees payable for the months in which the Service Level Commitments were not achieved during such six month period. Subscriber’s remedies are limited to the right of termination or the Fee reduction set out above. Under no circumstances is Subscriber entitled to greater than a 20% discount of the Fees payable for any month. Subscriber is not entitled to damages or any other remedy save the foregoing for failure to achieve the Service Level Commitments
4. Vault Rooms, Inc. reserves the right, upon 5 days’ written notice, to suspend access to the Website for non-payment of any undisputed Fees. Upon termination for Default by the Subscriber, the right of Subscriber and Website Users to access or use Materials immediately ceases.
5. Any termination for Default shall be only by written notice or confirmation of email receipt of the terminating party to the other party setting out the details of the Default.
6. Vault Rooms, Inc. may terminate this Agreement for convenience upon 90 days written notice to Subscriber by Vault Rooms, Inc.
7. Until terminated as per the Subscription Agreement, per these terms or in accordance with sections 5.1, 5.2, 5.3 or 5.6, this Agreement shall automatically renew for an additional term of service, unless otherwise agreed by the Parties in writing more than 30 days in advance of subscription renewal date.
8. Upon termination, each party shall return to the other the other party’s Confidential Information or, upon request, destroy the Confidential Information and all copies. All obligations arising prior to termination shall be complied with and any provisions of this Agreement that by their nature operate beyond the termination or expiry of this Agreement shall survive such termination.

6. Intellectual Property and Licenses

1. Vault Rooms, Inc. does not own any intellectual property rights in the Materials.
2. Vault Rooms, Inc. owns and shall own all intellectual property rights in the Technology, the Website and each Vault Rooms, Inc. Data Room, including the look and feel of the Website and each Vault Rooms, Inc. Data Room, the database designs, the architecture of all information technology, including text, graphics, icons, and images and the selection and arrangement thereof, and any elements of such technology that are intrinsic to the Technology, subject to Subscriber’s ownership of its trade-marks used on the Website as described in Section 6.5 below.
3. All content not provided by the Subscriber and functionality of the Technology, is the exclusive property of Vault Rooms, Inc. or its licensors and is protected by U.S. and international copyright laws. All rights not expressly granted are reserved.
4. The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Website are the registered and unregistered Trademarks of Vault Rooms, Inc. and its licensors. The Subscriber agrees to not refer to or attribute any information to Vault Rooms, Inc. or its licensors in any public medium (e.g., press release, Websites) for advertising or promotion purposes, or for the purpose of informing or influencing any third party and that you will not use or reproduce any Trademark of, or imply any endorsement by or relationship with, Vault Rooms, Inc. or its licensors, without prior written consent from Vault Rooms, Inc. or as otherwise granted in this agreement.
5. The Website may, at Subscriber’s option, be privately branded using a Subscriber trade-mark, or on any other use of a Subscriber trade-mark, but all such trade-marks shall remain the property of Subscriber. Vault Rooms, Inc. grants to Subscriber the right, during the term of this Agreement, to display the Vault Rooms, Inc. trade-marks on Subscriber brochures and other materials to promote the use of the Technology.
6. The Subscriber warrants that any text, graphics, photos, designs, trademarks, or other content or artwork furnished to Vault Rooms, Inc. for use in the Data Room are owned by the Subscriber, or that the Subscriber has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Vault Rooms, Inc. from any claim or suit arising from the use of such elements.
7. Vault Rooms, Inc. prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. Anyone believing that their intellectual property right (or such a right that they are responsible for enforcing) is infringed by any content on the Data Room must provide notification in writing to Vault Rooms, Inc., providing a statement that contains: (a) identification of the copyrighted work and/or intellectual property right claimed to have been infringed; (b) identification of the allegedly infringing material on the Data Room that is requested to be removed; (c) their name, address, and daytime telephone number, and an e-mail address if available; (d) a statement that they have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right. Upon receipt of such notification Vault Rooms, Inc. will notify the Subscriber of the received notification and request that the Subscriber suspend or remove any posted submission that allegedly infringes the copyright or other intellectual property right of any person under U.S. law upon receipt of such a statement (or any statement in conformance with 17 U.S.C. 512(c)(3)) until the matter is resolved to the satisfaction of both parties or in accordance with the law.
8. Vault Rooms, Inc. is entitled to insert a legend on any page of a Data Room indicating that the Data Room Technology is identified as Vault Rooms™ or Vault Rooms, Inc. Vault Rooms, Inc. may insert a hyperlink in the legend to Vault Rooms, Inc.’s own website.
9. Unless otherwise notified in writing, Vault Rooms, Inc. may use Subscriber’s name and trade-mark in a list of representative clients.
10. Vault Rooms, Inc. grants to Subscriber a license to access and use, and to grant the Data Room Users access to, and use of, the Technology, solely through the Data Room, for the Term. Vault Rooms, Inc. retains all rights in the Technology not specifically licensed to Subscriber.
11. Subscriber shall not post or otherwise publish on the Website any materials that (a) are threatening, libelous, defamatory, or obscene; (b) would constitute, or that encourage conduct that would constitute, a criminal offense, give rise to civil liability, or otherwise violate law; (c) infringe the intellectual property, privacy, or other rights of any third parties; (d) contain a computer virus or other destructive element; and/or (e) constitute or contain false or misleading statements. Vault Rooms, Inc. does not and cannot review all information posted to the Website by users and is not responsible for such information. However, Vault Rooms, Inc. reserves the right to refuse to post and the right to remove any information, in whole or in part, for any reason, or for no reason. If Vault Rooms, Inc. removes any information from the Website as it relates to this subsection, Subscriber will be timely notified.
12. Subscriber acknowledges that each Data Room User and Data Room Administrator agrees to Vault Rooms, Inc.’s Terms of Use by using the technology or Website.
13. Subject to subparagraph 6.10, Subscriber does not have the right, and agrees not to reverse engineer, recreate, copy, create derivative software from, distribute, transfer or otherwise deal with the Technology or any part of it.

7. Confidentiality

1. Each party acknowledges that it would be damaging to the other party if its Confidential Information were disclosed to or obtained by third parties. Each party shall make reasonable efforts during the term of this Agreement and thereafter to prevent the other party’s Confidential Information from being disclosed to or obtained by any person or entity for any purpose except as described in this Agreement. Without limiting the generality of the foregoing, Vault Rooms, Inc. will keep confidential all Confidential Information furnished to it or its Representatives and will use such Confidential Information solely for the purpose of providing the Services.
2. It is not a breach of Section 7.1 to disclose Confidential Information required to be disclosed by law, judicial or arbitration process or by governmental authorities, provided that the Receiving Party first gives the Disclosing Party reasonable notice of any required disclosure pursuant to such law, order or process and takes all reasonable steps to restrict such disclosure and protect the confidentiality to the extent possible and fully cooperates with the Disclosing Party, in any efforts Disclosing Party may reasonably take to challenge or delay such disclosure.
3. Vault Rooms, Inc. shall have no obligation to obtain any consent for the collection, use and disclosure of Personal Information placed in a Data Room, and its storage, processing and backup by Vault Rooms, Inc. Each party will collect, use, store, disclose, dispose of and otherwise handle Personal Information collected or accessible by either party under this Agreement in accordance with all applicable Privacy Laws.
4. Each party acknowledges and agrees that the restrictions set forth in this Article 7 are reasonable in the circumstances and the Receiving Party waives all defenses to the strict enforcement of the restrictions.

8. Warranties, Indemnities and Limitation of Liability

1. Each party covenants, represents and warrants to the other that it has the right to enter into this Agreement.
2. Vault Rooms, Inc. covenants, represents and warrants to Subscriber that as of the date of this Agreement, to its knowledge, there are no pending or threatened suits, actions or proceedings against Vault Rooms, Inc. alleging that the Technology or the Services infringes any trade-mark, industrial design, patent, trade secret or copyright in Canada, the United States of America or elsewhere and, to its knowledge, the Technology or the Services do not infringe any trademark, industrial design, patent, trade secret or copyright in Canada, the United States of America or elsewhere.
3. VAULT ROOMS, INC. SHALL NOT HAVE ANY RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS OF THE MATERIALS, OR FOR OBTAINING RIGHTS TO USE OR TITLE TO ANY MATERIALS. VAULT ROOMS, INC. SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OF ANY MATERIALS CAUSED BY SUBSCRIBER OR DATA ROOM USERS, FOR THEIR FAILURE TO STORE ANY MATERIALS, OR FOR THEIR MISUSE OF THE TECHNOLOGY.
4. VAULT ROOMS, INC. SHALL IN NO EVENT BE HELD LIABLE TO THE SUBSCRIBER OR ANY THIRD PARTY FOR DAMAGES, INCLUDING LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING FROM THE USE OR FAILURE TO USE ITS TECHNOLOGY OR SERVICES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR OTHER ECONOMIC LOSS, OR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). NOTWITHSTANDING THE FOREGOING, TO THE EXTENT DAMAGES ARE AWARDED, IN NO EVENT SHALL LIABILITY FOR ANY DAMAGES EXCEED, IN THE AGGREGATE, THE TOTAL MONTHLY FEES PAYABLE BY SUBSCRIBER TO VAULT ROOMS, INC. IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH CAUSED THE DAMAGE OR INJURY, LESS ANY AMOUNTS OWING TO VAULT ROOMS, INC. BY THE SUBSCRIBER.
5. Subscriber and Vault Rooms, Inc. hereby waive a jury trial in any suit, action or claim arising from or in connection to this Agreement.

9. General

1. Neither party shall be liable to the other for any delay or failure to perform due to fire, flood, earthquake, acts of God, acts of war, riots, civil disorder, strikes, lock-outs or labor disruptions, the failure of telecommunications systems (without limiting the obligations of Vault Rooms, Inc. in respect of disaster recovery set out in Article 11) or any other cause whether similar or dissimilar beyond its reasonable control (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party shall be excused from any further performance of those of its obligations pursuant to this Agreement affected by the Force Majeure Event only for so long as such Force Majeure Event continues and such party continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent possible without delay.
2. Notices and other communications required or permitted under this Agreement shall be in writing and addressed to the parties at the addresses above. Notices shall be sent by delivery (written receipt required) or by facsimile transmission (machine confirmation to be retained by sender) and the party sending such notice shall telephone or email to confirm receipt. Either party may change its address or facsimile number for notification purposes by giving the other party notice of the new address or facsimile number and the date upon which it will become effective. A communication shall be deemed to have been received as of the next business day following its transmission by facsimile if transmitted after 4 p.m. Central Time.
3. This Agreement may be executed in counterparts, all of which when executed and delivered, shall constitute one single agreement between the parties. This Agreement may be executed by facsimile.
4. Except as expressly set out herein, nothing contained in this Agreement shall create or imply any agency relationship between the parties, nor shall this Agreement be deemed to constitute a joint venture or partnership between the parties.
5. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable or contrary to law, then the remaining provisions of this Agreement, or the application of such provisions to persons or circumstances other than those as to which they are invalid or unenforceable, shall not be affected, and each such provision shall be valid and enforceable to the extent granted by law. This Agreement constitutes the entire agreement between the parties relating to the Services.
6. This Agreement shall be governed by the internal laws of The State of Texas and the federal laws of The United States of America applicable therein, without regard to rules governing conflicts of laws.

10. Service Level Commitments

1. Vault Rooms, Inc. will ensure that its servers and other information technology systems under its control that allow access to the Website are operating at a rate of 95 percent of potential uptime each calendar month.
2. Potential uptime is the number of hours in a particular calendar month less planned downtime of 12 hours per calendar month. Planned downtime will only occur in the evenings on Friday after 8 p.m. Central Time or on Saturdays and will be used to implement any changes to the Technology and will use reasonable precautions to ensure that the changes, once implemented, will not disrupt the Services. Vault Rooms, Inc. will provide 24 hours prior notice of planned downtime.
3. Vault Rooms, Inc. will provide help desk response to Data Room Administrators during business hours by phone and email or on a 24/7 basis by way of phone if included in the Subscription Agreement. Vault Rooms, Inc. may also provide help desk technical support through an online service, such as an interactive software interface providing instant messaging and remote access assistance, subject to the capabilities of the Data Room Administrator’s system.

11. Security Standards

1. Vault Rooms, Inc. data is stored at SOC 1 Type II and ISO 27001 certified locations.
2. The Vault Rooms, Inc. Data Room software is protected by the following: 256 bit SSL security certificates for data encryption; Network firewalls and antivirus and intrusion applications; and Application firewalls that actively monitor user behavior to ensure such behavior is within acceptable parameters of application use. Any unusual behavior is flagged and the user session terminated automatically.
3. Vault Rooms, Inc. understands the importance of implementing effective security measures and will, on an ongoing basis, evaluate security issues with respect to the servers and the Website and use appropriate best practices in the IT industry to address them promptly.

12. Data Privacy

1. Each party agrees that any information or data containing Personal Information or Sensitive Personal Information (collectively, “Personal Data”), as defined under applicable Privacy Laws, which Vault Rooms, Inc. and the Subscriber, or their related parties, may obtain, collect, receive, transmit, derive, process or otherwise have access to, directly or indirectly, during the negotiation, execution, implementation or termination of the Agreement, shall be subject to the provisions of said Privacy Laws.
2. Each party represents and warrants that it has secured the approval and consent of its employees, personnel, representatives, agents and/or other authorized persons whose Personal Data may be collected, transmitted, processed, accessed or retained in relation to the Agreement.
3. Vault Rooms, Inc. agrees that in performing the services it will not create, collect, use, store, disclose or transfer any Personal Data except to the extent necessary for the purposes of this agreement. Further, it agrees to implement appropriate security, technical and organizational measures as mandated in applicable Privacy Laws, and to delete or return all personal information after the end of the provision of services related to this agreement, or at the instruction from the Subscriber.

Last Revised: 04/03/2019