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Terms of Use

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 SaaS Technologies Co. LLC (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 SaaS Technologies Co. LLC,
    606, 6th Floor, Latifa Tower, Trade Center,
    Sheikh Zayed Road, Dubai,
    United Arab Emirates.
    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 UAE, Dubai. The UAE Courts established in UAE 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.