TERMS AND CONDITIONS OF SERVICE

These Terms and Conditions of Service (the “Agreement”) are required to be accepted by whoever is accessing this Website www.DocullyVDR.com (the “Site”) for availing and/or subscribing the Docully Virtual Data Room services (the “Services”). This Site is owned by Docully Innovations Limited (hereinafter referred to as “DocullyVDR“, “We” or “Us”). If you are accessing this Site to avail of the DocullyVDR’s Services, you shall be referred to as Subscriber (as more clearly defined below). If you have been invited to access this Site by a Subscriber who intends to give you access to the Subscriber’s Data Room (as defined below), you shall be referred to as a User (as more clearly defined below). Irrespective of accessing this Site as a Subscriber or as a User, these terms and conditions will be applicable to you and your acceptance of this Agreement is critical to your access to the Site and the Services.

This Agreement governs your use of this Site and the Services. Your use of the Site constitutes your consent to this Agreement. If you do not agree to the terms of this Agreement, please do not use the Site. If you have registered on behalf of a company or organization or any other legal entity (collectively termed as “entity” for brevity sake), then

  1. the term “you” as mentioned in this Agreement, includes you and that entity,
  2. you undertake 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 the terms and conditions under this Agreement on behalf of the entity
  3. you understand and agree that for the purposes of billing, the entity shall be considered to be the Subscriber and
  4. in case of any disputes, we reserve our rights to proceed legally against you and the entity as per applicable laws.

If you are granted rights under the Global Data Protection Regulation (GDPR) or presume that some of the Subscriber Content (as defined below) that you may upload onto the Site may have personal data protected under GDPR, You are requested to intimate this fact to DocullyVDR upfront via email to support@DocullyVDR.com In case this information is not provided to us upfront, DocullyVDR presumes that no personal data protected under GDPR is being disclosed to DocullyVDR or being shared to any User as part of the Subscriber Content.

1. Definitions
  1. Administrators shall refer to those individuals who have been designated by the Subscriber and given authority to add Subscriber Content or grant access to Users under the instruction of the Subscriber;
  2. Confidential Information shall mean and include any and all information uploaded by Subscribers as Subscriber Content and all details of the Services which are disclosed or informed to you as part of the Service, including, without limitation, information relating to the business, operations, pricing, technology, properties, employees and customers. Without limiting the foregoing, all information, processes, know-how, designs and technology relating to the Services as well as the terms of this Agreement shall be deemed DocullyVDR’s Confidential Information, and all Subscriber Content uploaded onto the Data Rooms shall be treated as Subscriber’s Confidential Information. "Confidential Information" does not include any information that
    1. was known prior to the information’s disclosure in connection with provision or use of the Services;
    2. is or becomes known publicly through no wrongful act of whoever is accessing the informatiion;
    3. was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential; or
    4. was independently developed, without the use of any Confidential Information received in connection with provision or use of the Services.
  3. Data Room shall refer to an internet-based hosted platform designed to enable business communities to share information through a central hub which includes providing secured online data spaces, meeting rooms for managing business deals and enhancing workflow;
  4. Docully Member Account shall refer to the account created by the Subscriber on the Site for the utilization of Services.
  5. Subscriber shall refer to the individual/entity/organization subscribing for and availing the Services provided by DocullyVDR and who are responsible to pay the subscription fee;
  6. Subscriber Content shall refer to any documents or information provided by or on behalf of Subscriber for the purpose of Service including documents and information chosen to be uploaded to the Data Room;
  7. Users shall refer to the individuals who wish to access the SIte on behalf of the Subscriber or who have been elected by the Administrator and granted permission to access the Data Room to review the Subscriber Content;
2. Use of the Site/Service

You can access the Service through the Site or mobile application. If you wish to open a Data Room, You will be added to the Service as a Subscriber and shall be assigned a DocullyVDR ID and password by registering on this Site. Subscribers shall then be able to appoint an Administrator who shall represent the Subscriber and Administrators can provide list of Users to whom access to the Services shall be provided.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license (the “License”) to access the Data Room and related Service (either via this Site, or mobile application). You warrant and represent that you will only access the Site and/or use the Service, and/or other resources available on the Site to which you have been granted authorized access by DocullyVDR. You represent that you have all necessary right in and to the Subscriber Data which are uploaded to the Data Room. You further warrant and represent that you will use the Service solely for business purposes communicated to DocullyVDR and will not upload and distribute by means of the Data Room any files which may have contents that violate any applicable laws =or infringes the rights of any third person. You represent and warrant that your execution and performance of this Agreement does not and will not violate any applicable law, regulation, a decision of any governmental and judicial authority or third party rights in any manner whatsoever. Your use of a mobile application to access and use the Service will also be governed by and will be in accordance with the terms of this Agreement. This Agreement will apply to all use of the Services for creating and using your DocullyVDR Member Account and Data Rooms. DocullyVDR reserves all rights to the Service and the DocullyVDR Content on the Site and the mobile application that is not expressly granted herein in Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement is void and will be deemed unauthorised.
We may make available a separate software or application 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 Software. DocullyVDR does not warrant that the Mobile Software will be compatible with your mobile device. DocullyVDR hereby grants you a non-exclusive, non- transferable, revocable license to use a compiled code copy of the Mobile Software for one DocullyVDR Member account on one mobile device owned or leased solely by you. You acknowledge that DocullyVDR may from time to time issue upgraded versions of the Mobile Software and may automatically or 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 Software 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 DocullyVDR or its third party partners or suppliers retain all right, title and interest in the Mobile Software (and any copy thereof).
In case of any breach on your end, we may, upon prior notice, immediately suspend providing the Service temporarily or restrict your access to certain features of the Service or create usage limits for the Service until such breaches are rectified.
In case such breaches are not rectified beyond 15 days from receipt of a notice from DocullyVDR, we reserve our right to terminate or suspend your access to the Service, without liability for any reason. Upon termination of any such Service, the Data Room shall be subject to DocullyVDR’s purging policy as providing under this Agreement.

3. Eligibility

You may use the Service only if you are competent to enter into legal contract with DocullyVDR in compliance with any 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 shall expressly treated as a violation of terms of this Agreement. If You are a subscriber, You shall be responsible to ensure that your Users are in compliance with this requirement. As a minor if you wish to use or transact on the Website to open a Data Room, such use or transaction may be made in the presence of and through your legal guardian or your parent. 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.

4. Registration and Subscription

You may register and create a DocullyVDR Account to access the Service without any subscription fee for a trial period of up to 15 days on the Site (the ‘Trial Period’). After the expiry of the Trial Period, using the DocullyVDR Account shall be subject to payment of applicable subscription fee. Upon payment of appropriate subscription fee, You shall be allowed to migrate your DocullyVDR Account to a paid subscription Member Account. If at the end of the Trial Period you fail to migrate the DocullyVDR Account under a paid subscription, the access to DocullyVDR Account and all data rooms created under it along with access to any documents uploaded onto the Data Room will be revoked. Upon expiry of the Trial Period, unless subscription is paid, the DocullyVDR Account shall be maintained for maximum period of 15 days from the date of expiry of the Trial Period (the ‘Cold Storage’). During the Cold Storage You may choose to reactivate the Services and regain access to the DocullyVDR Account and the Data Room created under it by subscribing to a paid subscription plan. In case You fail to pay the subscription fee, at the end of the Cold Storage period, the DocullyVDR Account and related Data Room will be scheduled for permanent deletion/purging from DocullyVDR servers. Data once deleted/purged from DocullyVDR’s server cannot be retrieved under any circumstances. Your registration gives you access and availability to the Services as well as permitting Users to access the Data Room and functionality that we may establish and maintain from time to time in our sole discretion.
You shall never use another User’s or Subscriber’s account without permission. While 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 DocullyVDR ID and 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 DocullyVDR immediately of any breach of security or unauthorized use of your account. DocullyVDR will not be liable for any losses caused by any unauthorized use of your account. You agree that if You provide any information that is untrue, inaccurate, not current or incomplete or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with the this Terms of Use, we shall have the right to indefinitely suspend or terminate or block access of your member account on the Site and refuse to provide You with access to the Site.
You may control your Member Account and how you interact with the Service by changing the settings in your account settings page. By providing DocullyVDR your email address you give your consent to us 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 special offers. If you do not want to receive such email messages, you may opt out or change your preferences by writing to us at support@DocullyVDR.com. Opting out may prevent you from receiving email messages regarding updates, improvements or offers.

5. Restrictions on Use

You are expressly barred from indulging in any of the following prohibited and restricted activities:

  1. copying, distributing or disclosing any part of the Service in any medium;
  2. using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Service;
  3. transmitting spam, chain letters or other unsolicited email;
  4. attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service;
  5. taking any action that imposes or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
  6. uploading invalid data, viruses, worms or other software agents through the Service;
  7. collecting or harvesting any personally identifiable information, including account names, from the Service;
  8. using the Service for any commercial solicitation purposes;
  9. impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;
  10. interfering with the proper working of the Service;
  11. accessing any content on the Service through any technology or means other than those provided or authorized by the Service; or
  12. 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:

  1. modify, disassemble, decompile or reverse engineer the Site, Mobile Software, except to the extent that such restriction is expressly prohibited by law;
  2. 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;
  3. make any copies of the Site or Mobile Software;
  4. remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site or Mobile Software, features that prevent or restrict use or copying of any content accessible through the Site or Mobile Software or features that enforce limitations on use of the Site or Mobile Software; or
  5. delete the copyright and other proprietary rights notices on the Site or Mobile Software.
6. Confidentiality

Each receiving party agrees that it shall use Confidential Information of the disclosing party solely in furtherance of the performance of this Agreement and for no other purpose. Each party shall use the same degree of care to protect the other party's Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances with less than reasonable care. Each party agrees not to disclose the other party's Confidential Information to any person or entity other than:

  1. to employees, agents, subcontractors or consultants of the receiving party on an as-needed basis, provided such persons have entered into written confidentiality agreements containing provisions which are consistent with the requirements under this Agreement or otherwise are bound under substantially similar confidentiality restrictions;
  2. with respect to User, as authorized by Subscriber or its Administrators;
  3. to the extent required by court order, legal process, governmental or exchange regulation or applicable law or
  4. if such disclosure is expressly authorized in writing by the disclosing party. Notwithstanding the above, the party required to disclose the information shall wherever possible or permissible, provide in advance, reasonable written notice so as to enable the disclosing party to seek appropriate injunction on such disclosure.

Each party acknowledges and agrees the use or disclosure of Confidential Information inconsistent with this Agreement could cause irreparable harm and the extent of such harm is difficult to be ascertained. Hence, each Subscriber and DocullyVDR shall, in addition to any remedies available at law, have the right to obtain immediate injunctive relief in the event of a breach or threatened breach of any Confidential Information.

You acknowledge that the Service has been developed by DocullyVDR at great expenditure of time, resources and money and all the details of the Service are considered proprietary and confidential by DocullyVDR. Therefore, you undertake that except as needed to use the Service, you will not disclose details about the Service to any third party and will exercise the highest reasonable degree of care to safeguard the confidentiality thereof. You may only use or disclose any personally identifiable information about other Users of the Service that you first learn through your use of the Service for business purposes related to the transaction or project being effectuated through the Service. DocullyVDR also may use and disclose statistical data regarding the use of the Service; however, no details of any User, Subscriber, Administrator or details f any particular transaction shall be identified or disclosed in connection with such statistical data.
The Subscriber and the User may retain ownership of their respective Content, but agree that DocullyVDR is given a limited worldwide license to use the Subscriber Content solely for provision of the Services. Use of the Subscriber Content by DocullyVDR is subject to Privacy Policy as provided on the Site.
DocullyVDR may exercise the rights to your Subscriber 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. DocullyVDR takes no responsibility and assumes no liability for any Subscriber Content that you or any other User or third party posts or sends over the Service. You shall be solely responsible for your 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 Subscriber Content.
As a Subscriber, you are encouraged to only upload secondary copies of your files and data onto the Data Rooms as Subscriber Content. DocullyVDR shall not take responsibility of recreating any data that is uploaded onto the Data Rooms and hence you are expressly instructed to refrain from uploading any primary files or data onto the Data Rooms.

7. 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 Subscriber 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 (the “DocullyVDR Content”) and all Intellectual Property Rights related thereto, are the exclusive property of DocullyVDR 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 DocullyVDR Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
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, without any intellectual property rights and without any other restriction. You further agree not to place DocullyVDR 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 Suggestions, DocullyVDR does not waive any rights to use similar or related suggestions previously known to DocullyVDR or developed by its employees or obtained from sources other than you.

8. Subscriber Billing Policies

Subscribers agree to the terms, pricing, payment and billing policies set forth in their respective Work Orders in case of an offline engagement or to the billing terms set forth on our pricing page in case of an online sign up. There are no refunds for any reason. DocullyVDR retains the right to restrict access to the Service if any invoice remains due for more than Seven (7) days.

9. Privacy

We care about the privacy of our Users. The DocullyVDR’s Privacy Policy (the “Privacy Policy”) governs use of data and information provided to DocullyVDR by you. By accepting this Agreement, you also acknowledge that you have read and agree to the terms of the Privacy Policy. View Our Privacy Policy.

10. Safeguard of Subscriber Content

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and Subscriber Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, owing to the constant change in Information Technology industry, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk. Subscribers and Users shall be responsible for ensuring confidentiality of their respective user ID and login credentials. DocullyVDR strongly recommends that You periodically change your login password to safeguard its confidentiality and to restrict any unauthorized access.

11. Data

You acknowledge that the transmission of data via the Service is subject to the likelihood of human and machine errors, omissions, delays and losses (including but not limited to viruses or inadvertent loss of data or damage to media) that may give rise to loss or damage. DocullyVDR will not be liable for any such errors, omissions, delays or losses, except to the extent caused by its gross negligence or willful misconduct (and subject to all other terms and conditions of this Agreement).
When a User accesses data on the Service (e.g. a publication, comment or attachments to a publication or comment), a copy of that data is copied to that user's local computer (this is called "caching" and is part of how web browsers work). Caching is used to improve the speed of the Service when you repeatedly access graphics or data during a session. Once pages and/or data have been cached on your local computer that data is beyond the control of DocullyVDR and may be accessible to anyone with access to your computer. Each User assumes all risk and liability associated with any data cached to that User's local computer. DocullyVDR strongly recommends that you empty your web browser cache when you log out of a DocullyVDR session to ensure that any cached files from your DocullyVDR session are deleted from your computer. For assistance with emptying the cache on your web browser, please call DocullyVDRs' Support.
The Service should only be used as a conduit for information, not as primary information storage. As a User, you are responsible for adopting reasonable measures to limit the impact of data loss (such as corruption or virus infection), including

  1. keeping on your local computer backup copies of data you transmit via the Service in the event you have to re-transmit the data;
  2. verifying the data in documents or other materials before transmitting them via the Service; and
  3. verifying that documents and other information you have posted to the Service has been properly posted and have been permissioned to only those persons to whom you wish to grant access. You also understand that other Users with appropriate access rights may have access to User data you transmit through the Service. You shall also run antivirus software on any computer you use to access the Service and shall ensure that documents and files transmitted through the Service have been scanned for viruses.
12. 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 DocullyVDR. DocullyVDR 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 DocullyVDR’s Privacy Policy do not apply to your use of such sites. You expressly relieve Doclly 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 DocullyVDR shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

13. Indemnity

You agree to defend, indemnify and hold harmless DocullyVDR 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:

  1. your use of and access to the Service, including any data or content transmitted or received by you;
  2. your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above;
  3. your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights;
  4. your violation of any applicable law, rule or regulation;
  5. any claim or damages that arise as a result of any of your Subscriber Content or any that is submitted via your account; or
  6. any other party’s access and use of the Service with your unique username, password or other appropriate security code.
14. NO WARRANTY

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. 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. DOCULLYVDR DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE DOCULLYVDR SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE.

15. LIMITATION OF LIABILITY
  1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA LOSS OR OTHER INTANGIBLE LOSSES. , THAT RESULT FROM ACT OR OMMISSIONS OF THE OTHER PARTY, EVEN IF THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, OR IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  2. UNDER NO CIRCUMSTANCES WILL DOCULLYVDR BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM
    1. ANY FAILURE BY YOU IN OBSERVING THE DOCULLYVDR’S RULES OR REGULATIONS AS TO USE OF THE DATA ROOM OR ANY OTHER FAILURE BY YOU AS A SUBSCRIBER OR USER TO COMPLY WITH THE OBLIGATIONS AS AGREED UNDER THIS AGREEMENT
    2. HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR MEMBER ACCOUNT OR THE INFORMATION CONTAINED THEREIN IN CASE IT IS REASONABLY DETERMINED THAT ANY SUCH HACKING, TAMPERING OR UNAUTHORIZED ACCESS OR USE WAS CAUSED DUE TO YOUR BREACH IN COMPLYING WITH THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE LAWS OR ANY APPLICABLE SECURITY PARAMETERS.
  3. TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, THE TOTAL LIABILITY OF DOCULLYVDR UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OR LOSSES SUFFERED BY YOU AS A SUBSCRIBER, SHALL AT ALL TIMES BE LIMITED TO THE SUBSCRIPTION FEE PAID FOR THE DOCULLYVDR SERVICES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
16. Data Room and Data Room Sharing functionality

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. DocullyVDR 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. DocullyVDR has not investigated and is not responsible for, the accuracy or completeness of any information on the Site.

17. General
  1. DocullyVDR shall provide service support to the Subscribers. Such support shall include assistance in maintaining the Data Rooms and providing technical assistance in deletion of Content etc, as and when requested by the Subscribers specifically. As a Subscriber, you may choose to restrict the access of DocullyVDR 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 DocullyVDR. 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. DocullyVDR shall not be liable for its failure to perform as a result of any event of force majure events which are beyond the reasonably control of DocullyVDR including but not limited to events such as acts of god, fire, flood, wars, sabotage, civil unrest, labour unrest, action of statutory authorities or local or central or federal Governments, change in Laws or rules and regulations, affecting the performance of DocullyVDR. DocullyVDR may be required to, due to any change in applicable laws or a force majeure event, terminate the license granted under this Agreement altogether or restrict the access to Data Room for any specific user accessing the Data Room from a restriction/affected country. The sole responsibility of DocullyVDR in any such event shall be to communicate the reason for such termination or restriction and retain the data in the Data Room for such period of time as may be communicated so as to enable You to request for a copy of the Data Room subject to payment of charges.
  3. 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.
  4. 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.
  5. You may be required to accept separate terms of use of linked service providers who shall be providing services through the Site. At no time shall DocullyVDR 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 accepted with them.
  6. 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 to your E-mail Id or issued to your Data Room. Any such notice or other communication will be deemed to be effective upon delivery. Notice send by Personal Delivery or Post should be addressed to:
    DOCULLY INNOVATIONS LIMITED,
    Fintech Hive, Gate Avenue,
    Dubai International Financial Center,
    Po Box # 507211, Dubai, UAE
    ATTN: Client Service Department
    Or by sending an email to support@DocullyVDR.com.
  7. This Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by DocullyVDR without restriction, provided the Services are not hampered during the validity of the Service period.
  8. The invalidity or unenforceability of any provisions of this Agreement 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 this Agreement, 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.
  9. The Parties to this Agreement are independent contractors and nothing in this Agreement 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 DocullyVDR.
  10. These Terms of Use are construed and shall be governed by laws applicable in India/DILF Dubai. The Courts of Mumbai/Courts established in DILF having jurisdiction over DocullyVDR, will have exclusive jurisdiction to adjudicate disputes arising out of the terms herein.
  11. DocullyVDR reserves the right to change, modify, add, or remove portions of this Agreement at any time. 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 Agreement.
18. Termination

DocullyVDR reserves the right to terminate the Services or any part thereof in the following circumstances: (i) In case of any breach on your end, we may, upon prior notice, suspend providing the Service(s) or any part thereof temporarily or restrict your access to certain features of the Service or create usage limits for the Service until such breaches are rectified, if such breach is not rectified within a period of 15 days, we reserve our right to terminate or suspend your access to the Service, without liability for any reason; (ii) In case of any outstanding payment towards the Service(s) or any part thereof, upon prior notice, we shall temporarily restrict your access to the Service(s) or any part thereof for a period of 15 days, and your failure to pay the outstanding charges shall lead to suspension/termination of your subscription. In case the Service(s) or any part thereof are suspended/terminated for above mentioned reasons, your data shall be subject to DocullyVDR’s purging policy as provided in this Agreement.
The Subscriber shall have the right to cancel their subscription, through their account or submitting a request in writing to support@docullyvdr.com. On cancellation of the subscription, the Service(s) shall be permanently suspended.

19. Purging Policy

In case of termination of the Services by DocullyVDR or the Subscriber, we shall maintain the DocullyVDR Data Room of the Subscriber for a maximum period of 15 days in the restricted access mode, from the date of termination, The subscriber may request to reactivate the services within these 15 days by subscribing to a new subscription plan. The new subscription plan will be effective from the initial date of termination. On expiry of 15 days, we shall mark the data room for permanent deletion from our servers. and DocullyVDR shall not be responsible for loss of any data thereafter. Once marked for permanent deletion by DocullyVDR, the data room and its entire data will be permanently flushed from our servers within 15 days. In case, the Subscriber wishes to have a copy of their data stored in any of their Data Rooms, they can request the same in writing to support@docullyvdr.com at least 24 hours before the termination of the Services and we shall provide a copy of the data stored in such Subscribers Data Rooms in a DVD or a pen drive, on payment of additional charges.

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.

PRIVACY POLICY

Version 1.4 - Updated 23 July 2021

THIS WEBSITE IS OWNED BY DOCULLY INNOVATIONS LIMITED, HAVING ITS ADDRESS AT DIFC FINTECH HIVE, GATE AVENUE, DUBAI INTERNATIONAL FINANCIAL CENTER, PO BOX # 507211, DUBAI, UAE (HEREINAFTER REFERRED TO ALONG WITH ITS SUBSIDIARIES (WHERE APPLICABLE) AS "DOCULLYVDR" "WE" OR "US"). ACCESS TO OR USE OF THIS WEBSITE BY ANY INDIVIDUAL, EITHER FOR SELF OR AS REPRESENTATIVE OF A CURRENT OR POTENTIAL CUSTOMER (HEREINAFTER REFERRED TO (WHERE APPLICABLE) AS "YOU" "YOUR" OR "CUSTOMER"), SHALL AT ALL TIMES BE SUBJECT TO ACCEPTANCE OF THIS PRIVACY POLICY. IF THIS PRIVACY POLICY IS NOT ACCEPTABLE TO YOU, KINDLY REFRAIN FROM ACCESSING THE WEBSITE OR ANY RELATED SERVICES IMMEDIATELY.

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION THAT YOU SHOULD KNOW BEFORE CONTINUING TO USE OUR SITE LOCATED AT WWW.DOCULLY.COM (“DOCULLYVDR SITE”), ALONG WITH ITS WEB, MOBILE AND/OR DESKTOP APPLICATION (“APPLICATION”), VIRTUAL DATA ROOM AND/OR OTHER SERVICES OFFERED BY US (“PRODUCT”). YOU WILL BE DEEMED TO HAVE ACCEPTED THIS PRIVACY POLICY IF YOU CONTINUE TO USE THE DOCULLYVDR SITE, APPLICATION OR PRODUCT.

THIS PRIVACY POLICY (the “Privacy Policy”) describes and explains what information DocullyVDR collects and how it treats the information that are so collected or provided by you to us while accessing the Site, using the Application or the Product (collectively referred to as the “Service(s)”), including how we use or share such information and how we protect the security of such information. This may include your personal information associated with you that you have voluntarily provided to us in conjunction with your use or potential use of the Services (such as your name, title, email address or phone number), or may include information that we generate regarding your use of the Services, with the intent to provide customized user experience and to enhance the usability of the Services as per your personal preference. These information so provided or collected shall hereinafter be collectively referred to as Personal Information.

Except as described in this Privacy Policy, we will not sell or rent to any third party any Personal Information collected through the Service.

This Privacy Policy may be updated from time to time for reasons such as operational practices or regulatory changes, with or without intimation to you. Hence we recommend that you review this Privacy Policy on regular intervals.

1. What Personal Information we collect

Personal Information that we may collect includes information that you provide voluntarily to us, information that we collect automatically and information that we obtain from third party sources (as provided below). The Personal Information we collect may include:

  • Your contact details, including your name, mailing and email addresses, and telephone numbers;
  • Your username, job title, company name and any additional information connected with a profile or account that you create or that is created for you;
  • Your billing information, including your payment details and billing address;
  • Preferences about the way you would like us to communicate with you, including in respect of marketing communications;
  • Information about the way you access and use the Services, including the way you use the online virtual data rooms, the features and links;
  • Log information such as your Wi-Fi, IP address, the date and time when you used the Service, the details of the webpage you visited before accessing the Services, your browser type, configuration and plug-ins, your language preferences, and cookie data.
  • Information about the device on which you are using the Services, including the device type and settings, operating system, device identifiers, application IDs, and crash information;
  • When you view our Site, we may store some data on your computer in the form of “cookies” to automatically recognize you and your preferences the next time you visit. Cookies can help us in many ways, for example, by allowing us to tailor the Services to better match your interests. If you do not wish to receive cookies, please configure your Internet browser to erase all cookies from your computer’s hard drive, block all cookies or to receive a warning before a cookie is stored. By using our Services you agree to our use of cookies and similar technologies as described herein subject to your preferences.
2. How do we collect Information

We collect Personal Information in a number of ways, including:

  • When you voluntarily provide us the information at the time of opening an account with us, or when another user (for instance, a user from your company) creates an account for you and voluntarily provides your Personal Information for opening the DocullyVDR account;
  • When you create or amend your profile;
  • When you use the Services;
  • When you submit personal information directly to us by filling online forms and where you send emails or other communications to us;
  • From third party sources including our marketing partners, publicly-accessible databases and social media, with the intention to ensure we are providing you with information, marketing, offers and opportunities that are relevant to you
  • From our related body corporates, our service partners, or other third parties while generating survey reports or while conducting surveys to review our user base, the Services and the results from our marketing campaigns; and
  • From your third-party service providers with whom you integrate when using the Services.
3. Where do we use the Personal Information collected

We use this information to:

  • Answer any issues or concerns and to monitor customer/potential customer communications for quality and training purposes;
  • Develop new services and to improve or personalize existing services;
  • Understand customer/potential customer feedback and for responding to any of your communications in a consistent way;
  • Create reports or analytics from the Personal Information collected when you use the Services, or information that we generate or derive, including through queries we run in respect of use of the Services. This data, which could incorporate Personal Information, may include your username and IP address through which the Services were accessed;
  • Review the parts of the Services being accessed and used, any relevant domain names and identifiers, and data about attachments (including their original filenames and sizes);
  • Information about our user base and the performance of marketing campaigns. This might include personal information and/or aggregated information that does not identify individuals.
4. To what extent we use or disclose the Personal Information

We do not sell or otherwise market your Personal Information to any third parties. We may however use and/or disclose the personal information we collect:

  • To respond to your inquiry, process your order or provide you access to specific information or offers;
  • With our affiliates to better understand your needs and how we can improve our products and services.;
  • With our service providers, such as our technology and customer assistance service providers;
  • In accordance with legal requirements and our legal rights - for instance, where necessary to comply with statutory requirements, to prevent fraud, to prevent death or serious injury, or to protect our proprietary rights;
  • In response to lawful requests by public authorities (including to meet national security or law enforcement requirements);
  • In accordance with our internal policy on request for access by government or regulatory authorities; and
  • In our sole discretion if we believe that such disclosure is appropriate in connection with an official government or regulatory investigation or in response to a perceived significant threat to a person's health or property.
5. Security of Personal Information

While we hold your information on a secured server behind a firewall and we encrypt data transfer, please be aware that there are inherent risks in transmitting information using the internet. With the intent to storing your Personal Information in a secured manner, we use a number of security and organisational measures and technologies to safeguard your Personal Information from unauthorised access, modification or disclosure and misuse, interference or loss. We have personnel tasked with protecting your Personal Information, developing new security features, and identifying and mitigating vulnerabilities. Our existing security measures include:

  • Encryption, two-factor authentication, and notifications when new devices and apps are connected with your user account.
  • Detection and response to security incidents involving your Personal Information;
  • Appropriate security measures and policies focused on restricting access to sensitive information and restricting access only to our authorised personnel;
6. Retention of Personal Information

We shall retain the Personal Information provided/collected for as long as you have a relationship with us or, if you do not have a relationship with us beyond this communication, for as long as this information is part of any internal reports generated to understand user preferences and acceptability of Services. We may permit persons working for us to access and use your Personal Information only to serve our legitimate business and our customers’ service needs and at all times in accordance with this Privacy Policy.

7. Your Rights

You have the right to:

  • Change or update your Personal Information at any time, regardless of whether you are a current or former user of the Service, by logging into the Service with your user ID and password and accessing your profile or by contacting us using the contact details provided under the “Contact Us” page;
  • Opt-out of marketing communications we send you at any time. You can exercise this right by clicking on the “unsubscribe” or “opt-out” link in the marketing e-mails we send you. To you wish to opt-out of other forms of marketing (such as postal marketing or telemarketing), then please contact us using the contact details provided under the “Contact Us” heading below.
  • Withdraw at any time your consent provided for collection, processing and retention of your Personal Information. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in compliance with any applicable laws. We shall respond to all requests we receive from individuals wishing to exercise their data protection rights in accordance with applicable privacy laws.
8. Third-Party Sites

The Services may include links to related websites or resources for your convenience (hereinafter collectively referred to as ‘Resources’). DocullyVDR has neither selected these Resources after reviewing their value, pertinence, development method and/or maintenance frequency nor does these websites function under the direction or control of DocullyVDR. Thus, the content, accuracy, and suitability of information contained therein, opinions expressed therein, and other links provided by these Resources are neither monitored nor reviewed by DocullyVDR. You acknowledge and agree that DocullyVDR is not responsible for the availability of such external websites or Resources, and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or Resources and shall not be liable, directly or indirectly, for any damage or loss caused by the use of any such content, product, or materials. You access, use, and rely upon such content, products, or materials at your own risk.

DISCLAIMER: PLEASE NOTE OUR SERVICES MAY INCLUDE HYPERLINKS TO THIRD PARTY WEBSITES OTHER THAN THE RESOURCES MENTIONED ABOVE WHICH ARE NEITHER OWNED NOR MANAGED BY US. DOCULLYVDR IS NOT ASSOCIATED WITH THESE THIRD-PARTY WEBSITES AND DOES NOT REVIEW THEIR PRIVACY POLICIES. WE CANNOT GUARANTEE THE PRIVACY OF ANY INFORMATION THAT MAY BE OBTAINED BY THIRD PARTIES WHEN YOU ACCESS THESE THIRD PARTY WEBSITES. WE STRONGLY ENCOURAGE YOU TO REVIEW THE PRIVACY POLICIES OF ANY WEBSITE YOU VISIT BEFORE SUPPLYING PERSONAL INFORMATION THROUGH THAT WEBSITE.

GDPR FREQUENTLY ASKED QUESTIONS

What is the GDPR?
GDPR stands for the General Data Protection Regulation (Regulation (EU) 2016/679). The EU Regulation is a new comprehensive data protection law that updates existing EU laws to strengthen the protection of personal data across 28 EU Member States.

When will the GDPR come into effect?
The GDPR has been approved by the EU Parliament on April 14th 2016 and will come into effect on May 25th 2018. It does not require any enabling legislation to be passed by the state authority and is directly applicable to each Member State’s national law.

Who does the GDPR affect?
The new legal framework applies to all companies dealing with the personal data of individuals residing in the European Union, regardless of the company’s location.

What constitutes personal data?
In a nutshell, the GDPR determines personal data as any information that identifies or can be used in conjunction with other data to identify an individual. The definition of personal data now encompasses not only natural person’s explicit identifiers like Social Security Number, name, email, physical address, but also biometric, demographic and geographic data.

What does “processing” mean?
Processing activities with regard to personal data includes anything that is done to, or with, personal data (collecting, tracking, structuring, storing or deleting, etc.).

What is the difference between a data processor and a data controller?
The GDPR applies to “controllers” and “processors”. A data controller determines the purposes, conditions and means of processing personal data. A data processor is responsible for processing personal data on behalf of and under lawful instructions from a controller. For personal data provided by you directly to Docully at the time of creation of account, Docully is a controller. However with respect to data data stored by clients in a virtual data room (VDR), Docully is a processor. Docully currently uses online data storage facilities provided by Microsoft Corporation (India) Pvt. Ltd. ("MCIPL") by the name of Microsoft Azure. MCIPL acts as a processor to Docully. To understand how Microsoft cloud services protect your personal data, and how you can manage cloud data security and compliance for your organization, please visit
https://servicetrust.microsoft.com/ViewPage/TrustDocuments.

What rights do individuals have under GDPR?
The GDPR expands a set of rights granted to individuals, as outlined below:

  • Right to be informed – We will inform you about which of your personal data we collect and how we use it.
  • Right of access – Should you be filling out our contact form, we will inform you about purposes of collecting your data and how we will use it.
  • Right to be forgotten (also known as the right to erasure) – If we have collected your data for the purposes you are aware of, but you prefer to have all your personal data deleted you can file the request and we will delete it, if there is no compelling reason to continue its processing.
  • Right to object – If you do not approve of ways how we use your data you were informed about, you can file a respective request with our support team.
  • Right to rectification – You can request supplementing or correcting your personal data. Right to restrict processing – You have the right to request to block or suppress processing of your personal data. This however is not an absolute right and may be declined on a number of grounds.
  • Right to data portability – You can receive a copy of your personal data and transfer it to another company.
  • Right to not be subject to automated decision making – In certain circumstances, you are entitled not to be the subject of a decision which has either a legal bearing on you, and is based on automated processing. This right however may be declined on a number of grounds.
  • Right to lodge a complaint – You can lodge a complaint by contacting us via support@docully.com.
    Please note that the lawful basis for processing of your data can affect which rights are available to you under Docully Services Agreement.

What is the lawful basis for processing and when is consent required?
We are allowed to process personal data as a data controller on one of the following grounds:

  • On the basis of your direct consent;
  • In order to enter into a contract with you or perform our contractual obligations;
  • Our legal obligations require processing customer personal data;
  • For our legitimate interests, but only if the balance between our interests and your rights is maintained.
  • To protect vital interests of the individuals.

When can personal data be transferred outside the EU? The transfer of personal data outside the EU is allowed only under certain conditions, for example:

  • Where the European Commission has designated a third country or an international organization as providing an adequate level of personal data protection; or
  • Where model contracts exist based on agreements on transfers made between organizations within a group, called standard data protection clauses or binding corporate rules; or
  • Twhere an approved certification mechanism applies, e.g. EU-US Privacy Shield. In addition, a transfer may be made where the individual has provided specific consent.

What are the rules on security under the GDPR?
GDPR safeguards personal data by ensuring they are processed in a manner that provides their security, including protection against unauthorised or unlawful processing as well as against accidental loss, destruction or damage. It requires appropriate technical or organisational measures to have in place to prevent such personal data leaks or unlawful processing.

How do we secure data stored in the VDR?
Data security is our top asset and the primary competence much appreciated and relied on by our clients. All the data uploaded into the encrypted VDR cloud physically resides in ISO and SOC compliant Tier-3 data centers (servers). Data centers act as data processors and all processing activities are performed automatically by Docully’s computer scripts and only on servers protected by firewalls. Data centers’ personnel does not have access to our customers’ data since it is encrypted both at rest and in transfer. Docully’s customers act as data controllers, which means that they can delete the data uploaded into the VDR on their own or file a specific request with Docully’s support team to erase and physically delete all the contents of their VDR.

As an exception, a customer who owns the data stored in the VDR cloud can turn to our technical specialists to look into the structure of the VDR should they be experiencing any technical issues. The eligible specialist will be able to check the file’s details to look into the issue and fix it shortly. All such access is logged for reference and tracking.

BILLING TERMS

 

 

 

 

REFUND POLICY

THIS WEBSITE IS OWNED BY DOCULLY INNOVATIONS LIMITED, HAVING ITS ADDRESS AT DIFC FINTECH HIVE, GATE AVENUE, DUBAI INTERNATIONAL FINANCIAL CENTER, PO BOX # 507211, DUBAI, UAE (HEREINAFTER REFERRED TO ALONG WITH ITS SUBSIDIARIES (WHERE APPLICABLE) AS "DOCULLYVDR" "WE" OR "US"). ACCESS TO OR USE OF THIS WEBSITE BY ANY INDIVIDUAL, EITHER FOR SELF OR AS REPRESENTATIVE OF A CURRENT OR POTENTIAL CUSTOMER (HEREINAFTER REFERRED TO (WHERE APPLICABLE) AS "YOU" "YOUR" OR "CUSTOMER"), SHALL AT ALL TIMES BE SUBJECT TO ACCEPTANCE OF THE PRIVACY POLICY AND THE SERVICES AGREEMENT. THIS DOCULLYVDR REFUND POLICY SHALL AT ALL TIMES BE SUBJECT TO THE SERVICES AGREEMENT.

All payments for DocullyVDR Services (as defined under the Services Agreement) shall be on an upfront basis. You may choose to stop using the Services at any time by communicating your intention to terminate the Services Agreement, however neither full nor prorated refunds of the Services Fee for the then current period shall be provided except otherwise as required by applicable law or as per the pricing terms agreed between you and DocullyVDR.

In accordance with the terms and conditions of Services Agreement and the plan chosen and subject to initial trial period provided (the “Trial Period”), Docully shall charge Services Fee or raise a debit note on the payment mode provided by you to DocullyVDR.

If you request for a full or partial chargeback against the Services availed beyond the Trial Period (if any), DocullyVDR support team will contact you or your admin with a request for more information. You hereby confirm and undertake not to initiate any chargeback without first providing DocullyVDR the required information. This right shall be extended to empower DocullyVDR to disclose any such information provided by you under the response provided by DocullyVDR to any third party seeking to initiate or enforce a chargeback.

DocullyVDR reserves the right to claim a refund of any chargeback fee incurred by DocullyVDR in case it is proved that the chargeback request was raised by you is false or was made with intentions of wrongful gain after availing of DocullyVDR Services.