TERMS AND CONDITIONS OF SERVICES

Revision date: November 20, 2024

These Terms and Conditions of Services govern the provision of the Services by an entity from the Ideals Group of companies (“Ideals”) to the Client. The Client and Ideals are separately referred to as a Party, and together, are referred to as the Parties.

Definitions

“Affiliate(s)” means with respect to either Party, any other entity that directly or indirectly controls, is controlled by or is under common control with a Party. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such an entity, whether through the ownership of voting securities, or by contract or otherwise.

“Agreement” means Terms and Conditions of Services along with the Free Trial Plan order or the Ideals Data Room Delivery Order.

“Binary files” means files that cannot be converted to secured format. Binary files may be downloaded only in their original format and can’t have any security restrictions. List of supported file formats for secure viewing and downloading available at https://www.Idealsvdr.com/tc-subscription-plans/.

“Client Data” means all electronic data or information uploaded to the Data Room.

“Corporate Account” means Solution area that connects the Agreement between the Client and Ideals with the actual Solution. Corporate Account provides access to the list of all Data Rooms associated with the Corporate Account, allows management of Corporate Account Participants, and has information about usage and Agreement.

“Corporate Account Participants” means users, invited by the Corporate Account Owner or Corporate Account Managers or identified in the written form and invited by Key Ideals Contact or Ideals Support Agent, which have permission to create the Data Rooms associated with the Corporate Account, and optionally can have access to the Corporate Account to perform actions allowed by the Corporate Account Owner.

“Corporate Account Owner” means a user with access to all available sections and unlimited permissions within the Corporate Account, who can invite Project Coordinator(s) and Corporate Account Manager(s) to the Corporate Account (or delegate the invitation in the written form to Key Ideals Contact or Ideals Support Agent).
The Corporate Account Owner can invite the Data Room Administrator(s) and provide access for Ideals Support Agents to the Data Room(s) associated with the Corporate Account.
Corporate Account can have only 1 (one) user with Corporate Account Owner role.
The Corporate Account Owner can transfer this role to another user.

“Corporate Account Managers” means users, designated by the Corporate Account Owner, which has access to all sections of the Corporate Account, can create Data Room(s) associated with the Corporate Account, and invite other Corporate Account Managers and Corporate Account Project Coordinators.
Optionally can be granted permissions by Corporate Account Owner to invite Data Room Administrator(s) and provide access for Ideals Support Agents to the Data Room(s) associated with the Corporate Account.
There is no limit to the number of Corporate Account Managers in the Corporate account.

“Corporate Account Project Coordinators” means users, designated by the Corporate Account Owner or Corporate Account Manager, which can create Data Room(s) associated with the Corporate Account, but do not have access to the Corporate Account itself.
Corporate Account Project Coordinators can act as Data Room Administrators in the Data Rooms they create, as well as in the Data Rooms created by other Project Coordinators and Data Room Administrators, provided they receive the necessary permissions.
There is no limit to the number of Corporate Account Project Coordinators in the Corporate account.

“Consumer” means a client who is a natural person who carries out a legal action with Ideals that is not directly related to his or her business or professional activities.

“Confidential Information” means any and all information disclosed by or became known at the direction of either Party to the other in connection with the provision or use of the Services under the Agreement, irrespective of any confidentiality requirement from a disclosing Party, presence or absence of the confidentiality label on the information, form of the information, or its content including the Client Data.

“Data Room” means Solution area through which authorized Data Room Participants may communicate with other Data Room Participants and process, store, and access various kinds of documents, all in electronic format, intended for the purposes of the Project.

“Data Room Participants” means users, invited or identified in the written form by the Data Room Administrator(s), which can access the Data Room, can review the Client Data and perform actions according to permission and access levels granted by the Data Room Administrator(s).

“Data Room Administrators” also referred to as “Project Administrators” means users, designated by Corporate Account Owner, Corporate Account Managers (if they have respective permissions) for the existing Data Room or themself during the new Data Room creation or by another Data Room Administrator or by Ideals Support Agents on the written request, which have full permissions and the authority to manage the Data Room in relation to the Services. Throughout the entire duration of the Project, they will be the key contacts for the Data Room Participants, Key Ideals Contact or Ideals Support Agents and will, consequently, be in a position to guide the Data Room in terms of strategy.
Such users can be disabled or removed from the Data Room by Corporate Account Owner, Corporate Account Managers or other Data Room Administrators.

“Delivery Order” means a document confirming the order for Services. Each duly executed Delivery Order shall be incorporated into and become a part of the Agreement between the Parties.

“Ideals Support Agents” means representatives of Ideals’ Support team, which can provide consultations, help with problems, and answers to questions from Corporate Account Participants and Data Room Participants about the Solution.
Ideals Support Agents can also execute tasks related to the Corporate Account on the written request from the Corporate Account Owner or Corporate Account Managers (if they have respective permissions) and the Data Room on the written request from Corporate Account Owner, Corporate Account Managers or Data Room Administrators (if they have respective permissions).
Subject to the Agreement, additional fees may be applied for the execution of certain tasks.

“Key Ideals Contact” means a representative of Ideals’ sales team or customer success team designated to manage and support the Client’s Agreement.

“Preparation Period for the Sell-Side M&A project” means a part of the Service Rendering Term intended for managing and distributing Client Data within the Sell-Side Team, including employees, clients, consultants, and advisors of the Client, in relation to a current or prospective merger, acquisition, joint venture, or other transaction involving the sale or exchange of assets or voting securities of the Client or its clients. Preparation Period is available only for Sell-Side M&A projects.

“Project” means the Client’s on-going business activities for which purpose the Solution and Services are provided.

“Sanctions” means any economic or financial sanctions, import or export control regimes, or trade embargoes implemented, administered, or enforced by the United Nations Security Council, the United States of America, the United Kingdom, the European Union (EU) or its member states, Swiss Confederation, Ukraine or any other applicable jurisdiction.

“Services” includes the software-as-a-service offering of the Solution as described in the Agreement.

“Services Rendering Term” means the term (Free Trial / Preparation periods, Subscription Term and Follow-on Term) as specified in the Delivery Order.

“Sell-side M&A project” is a process in which the Client (a company, investment bank, or financial advisory firm representing a company (the “seller”) looking to sell all or part of its business. The Sell-side M&A project involves creating marketing materials, facilitating due diligence, and supporting negotiations to reach a successful transaction outcome that aligns with the seller’s strategic and financial goals. Sell-side M&A project requires a VDR for due diligence facilitation.

“Solution” means the proprietary Ideals’ software developed and operated by Ideals for the deployment and functioning of electronic virtual Data Rooms.

Ideals Services
1. Services are provided in accordance with the terms and conditions outlined in the Agreement, as per the subscription plan selected by the Client or the Free Trial Plan. List of comparison of subscription plans and their features and functionalities are available to the Client at https://www.idealsvdr.com/tc-subscription-plans/.
2. The Client or Corporate Account Owner, Corporate Account Managers, or Data Room Administrators may request Ideals to provide the Additional Services. The Additional Services may include, but are not limited to, renaming documents, removal of double numbering of files of Data Room(s), documents structure changing, assignment of permissions, downloading or loading large amount of data from or to Data Room(s), preparation of reports and statistics on the loaded data from Data Room(s) or uploaded data to Data Room(s), etc. The Additional Services will be undertaken at Ideals’ rates set forth in Delivery Order.
3. In connection with the changes in the Services offered, Ideals has the right to change the scope and cost of the Services or discontinue the Subscription Plans upon expiration of the Subscription Term. In this case, Ideals will contact the Client at least 30 days in advance with a proposal to sign an amendment agreement to the Delivery Order to capture new terms and conditions of the Services provision. The Client will have 30 days to accept or refuse new terms and conditions of the Services provision.
  
  If a client remains on monthly extensions for 12 consecutive months, Ideals reserves the right to unilaterally increase the price by 15%.
4. Ideals shall not subcontract all or part of the Services, unless prior written agreement is given by the Client.
5. If the Client is a Consumer whose registered address is in the Europe Union or in the United Kingdom, then the Annex 1 “Additional Terms and Conditions for Consumer” is applicable in addition to these Terms and Conditions of Services.

Data Room Set Up
1. Data Room Administrators can adapt settings of the Data Room in accordance with the Client’s Project goals.
2. Data Room Administrators have the right to choose the server’s location where the Client Data is stored during the Data Room setting-up process.
3. Data Room Administrators and designated Data Room Participants can upload data to the Data Room.
4. Starting from the date specified in the Delivery Order Ideals shall provide access for the Client to the Solution, during the term of Services, subject to the subscription plan.
5. Data Room Administrators can provide respective access rights and permissions to the Data Room Participants. The list of Data Room Participants may be changed by the Data Room Administrators at any time (by deleting Data Room Participants from the list, or adding new Data Room Participants, or limiting/increasing certain Data Room Participants’ access rights) directly from the Data Room.
Project Management
1. Client authorizes Ideals to act on instructions provided by Corporate Account Owner, Corporate Account Managers (if they have respective permissions) or Data Room Administrators with respect to provision of Services, the management of Data Room and Client Data.
2. Data Room Administrators will ensure that Ideals will receive the documents and information that are essential to the Project and the provision of the Services.
3. The Corporate Account may be frozen by the Client or Corporate Account Owner for a period of 6 months at most. During this period the Client cannot access the Data Rooms in its frozen Corporate Account and has the right not to pay for the Services. This option is available to the Client one-time as of the Subscription Term start date indicated in the specific Delivery Order. If the Corporate Account is frozen during the Subscription Term, then the Subscription Term is extended accordingly.
  The Corporate Account can be frozen and then reactivated via the written request by Client or Corporate Account Owner to the Key Ideals Contact or Ideals Support Agents .
  If the Client or Corporate Account Owner hasn’t reactivated the Corporate Account by the end of the 6-month period, then Ideals shall close the Corporate Account, disconnect the Services, and may terminate the Agreement with its sole discretion subject to notice sent to the Client.
4. Unless the Client or Corporate Account Owner, Corporate Account Managers or Data Room Administrators requested to delete all the Client Data in accordance with subclause “c” of clause 13.4, Ideals will store the Client Data for 3 years after the expiration or termination of the Agreement at either Ideals designated storage. Within this period the Client may request Ideals to restore its Data Room. Such renewal shall be initiated by the Client with written request to Ideals and shall be effected by means of execution of an addendum hereto. In case of the Data Room restoration or temporary reactivation the Client will be charged a fee in accordance with the new Delivery Order signed between the Client and Ideals. The remaining terms and conditions of the Agreement will remain the same unless otherwise agreed between the Parties hereto.
Security of Client Data
1. Ideals shall maintain security and confidentiality of the Client Data entrusted to it for the purposes of the Services.
2. All access permissions and security options are managed by the Data Room Administrators by means of tools provided in the Data Room.
3. By default, none of Ideals personnel shall have access to the Data Room and any Client Data. Corporate Account Owner, Corporate Account Managers (if they have respective permissions) or Data Room Administrators shall have the right to grant access to the Data Room to Ideals Support Agents to perform actions/tasks on behalf of Client and revoke it at any time by changing the respective setting option in the Data Room. Such a request should contain an explicit statement of granting or revoking access and an indication of the exact person or a team, task or action required to be performed and a time period. The Client understands that they grant access to their data under their sole responsibility, and Ideals will not be responsible for any damage to Client’s computer system, loss of data, or other harm that could result from the purpose fulfillment.
4. Ideals has appointed subprocessors for the purpose of providing data hosting and security services. Client acknowledges and agrees that subprocessors may process Client Data in accordance with the terms of the Agreement. Ideals’ agreements with its subprocessors impose data protection-related processing terms on such subprocessors that are no less protective than the terms imposed on Ideals in the Agreement.
5. The Client, Corporate Account Participants and Data Room Participants shall be responsible for ensuring confidentiality of their respective credentials. In no event, besides willfulness, Ideals shall be liable for a breach of confidentiality provisions to the extent such breach is a result of the Client or a user failing to maintain the confidentiality of their user credentials or other failing to fulfill its security and confidentiality obligations.
6. Ideals may analyze anonymized and vectorized Client Data to develop, improve, and personalize its products (e.g. full text search) and services (e.g. premier customer support) using heuristics evaluation, machine learning algorithms, and other techniques. This analysis may involve the use of unidentifiable Client Data, which will stay within Ideals secure perimeter, and will only be used for the purposes stated in this clause. The Client, Corporate Account Owner, Corporate Account Managers (if they have respective permissions) or Data Room Administrators can opt out from these activities by sending an email to privacy@Idealscorp.com.
Payment Terms and Taxes
1. The payments for the Services can be made by payment card of international card organizations or by wire transfer or by bank transfer.
2. By agreeing to these Agreement, the Client acknowledges and agrees that payments made by check will not be accepted. All payments must be made through accepted electronic payment methods, as specified in clause 6.1. of these Terms and Conditions of Services.
3. By choosing payment card as a payment method in the Delivery Order, the Client hereby authorizes Ideals and its Affiliates to charge its account in the amount of Base Fee and fees for Additional services as per invoicing schedule.
  The Client may revoke its authorization to Ideals’ auto-charging its account by sending an email to: billing@idealscorp.com.
4. Ideals will continue to charge the Client for the use of Data Room(s) and the Services provided until and unless termination or expiration of the Agreement in accordance with section 13 “Termination” of these Terms and Conditions of Services.
5. All fees mentioned in the Agreement do not include all applicable taxes (including, but not limited to, withholding tax, VAT, sales tax) unless otherwise specified in the Agreement. The Client shall be responsible for all applicable sales, use, value-added, withholding and similar taxes imposed by any governmental entity on the Fees paid to Ideals in the country of its residency.
  
  If applicable law requires the Client to withhold amounts on payments owed to Ideals pursuant to the Agreement, the Client shall (i) effect such withholding and remit such amounts to the appropriate taxing authorities, (ii) provide the official document from the tax authorities in the form established by the local tax laws, and the bank statements confirming the withholding of taxes, and (iii) ensure that, after such deduction or withholding, Ideals receives and retains, free from liability for such deduction or withholding, a net amount of Fees as indicated in the Agreement.
  
  Upon Client’s request made in advance, Ideals should provide a tax residency certificate. The Client should provide Ideals reasonable time for the receipt of such certificate.
6. Ideals may charge interest on overdue payments (whether before or after any court judgment) in the amount of 0,1% from the overdue amount for each day of delay, starting after 10 days from the moment such delay occurred.
  If Ideals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the Ideals side as indicated in the Delivery Order then the interest charged on overdue payment cannot exceed the default interest of 5 percentage points above basic interest rate per year for consumers, and for entrepreneurs (in the meaning of Section 13 of the German Commercial Code) up to a maximum default interest of 8 percentage points above the basic interest rate. The right to claim higher damages due to overdue payments is hereby reserved.
7. If the Client still has overdue payments, Ideals shall have the right to refer Client’s debt to a debt collection agency.
8. The contact person listed in section 4 of the Delivery Order is authorized to receive all invoices and communication related to invoicing that will be sent by Ideals to the Client. Any invoice, communication or notice sent to the contact person shall be deemed as received by the Client. The Client shall promptly update Ideals on any change of the above details by sending a written notice to billing@idealscorp.com.
9. Subscription Term Extension Fee, Storage Extension Fee, Additional Administrator Fee, and Additional Data Room (Project) Fee are fixed on a per-month basis according to the Client’s billing cycle, regardless of the specific start or end date within that month or regardless of the actual usage. Ideals does not prorate fees for partial usage. Monthly charges are non-refundable and cannot be prorated.
10. Ideals shall have the right to increase fees for providing Services automatically and unilaterally in the amount of the inflation rate at the end of the Subscription Term or current Follow-on Term, notifying the Client of such increase in writing.
11. Client Data shall not be made accessible to any third parties (i.e. bidders, merger parties, investors, etc.) or their representatives beyond the Client’s agents, consultants, advisors, or clients during the Preparation Period for M&A Sell-Side project. If the Client makes their data accessible to such third parties or if Client’s project is different from the Sell-Side M&A type, Ideals reserves the right to immediately invoice the Client according to the terms indicated in the respectful Delivery Order, starting from the date of third parties accessed the data or Client’s project type is identified which means that either 1) Client identified the project type via answering the survey in the Data Room; or 2) Client explicitly told Ideals about the type of the project.
Client’s warranties and representations
1. The Client shall represent and warrant that:
  1. it has all necessary right in and to the Client Data to be provided to Ideals or uploaded to the Data Room;
  2. it will not upload and distribute by means of the Data Room any files, which content violates the applicable laws and regulation or rights of any third person or has malware;
  3. it will not use the Services in any manner that is not reasonably anticipated or permitted by the Agreement or guides;
  4. neither the Client, nor any of its Affiliates, shareholders, directors, officers, employees, representatives, and users, is a person, or is owned or controlled by a person that is (i) located in any jurisdiction in which the provision of the Services, Solution or other components is prohibited under any applicable laws or regulations, including, without limitation, a country or territory that is subject to comprehensive trade sanctions (including, without limitation Russia, Cuba, Iran, North Korea, Syria or parts of Ukraine temporarily occupied by Russia), (ii) the subject of any Sanctions, (iii) engaged in any activities that could trigger a designation under Sanctions, or (iv) employs, uses, procures or subcontracts any workers or labour originating from or attributable to countries that are currently under the Sanctions;
  5. its execution and performance of the 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 respect.
Ideals’ warranties and representations
1. Ideals shall represent and warrant that:
  1. during the provision of Services Ideals will use tools and approaches in accordance with the modern industry standards and detected defects will be eliminated in due time;
  2. Data Room is reasonably designed for the secure storage and distribution of Client Data;
  3. it has obtained any and all valid software licenses for any of the software it uses to perform its Services.
2. Ideals utilizes machine learning models in the provision of its Services. Ideals does not guarantee that the results generated with machine learning models will be free from inaccuracies or errors, and Ideals shall not be liable for any damages, losses, or expenses arising from reliance on the results generated with machine learning models. The Client assumes full responsibility for verifying the accuracy and appropriateness of any information or results provided through the Ideals functionality provided with machine learning models.
3. Ideals will avoid any corruption or other changes of contents of Client Data, if these are not coordinated with the Client, while processing and uploading the documents to the Data Room. In case such corruption or changes are discovered Ideals shall eliminate them.
4. Except for the express warranties set forth above, and to the maximum extent permitted by law, Services and Solutions are provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory, and Ideals hereby expressly disclaims any and all implied warranties, including, but not limited to, those of merchantability, fitness for a particular purpose. The Client expressly acknowledges that Services and Solution may contain technical inaccuracies or typographical errors.

Ownership
1. Ownership of Client Data. Ideals will generate a large number of electronic documents for distribution in the Data Room. As these documents are generated solely from information provided by the Client, the Client acknowledges and agrees that Ideals shall not be responsible for the content of the aforesaid documents, their modification, use or publication by any User or any third party (other than Ideals’ employees and subcontractors). Ideals shall not claim any intellectual property rights in the documents whatsoever and, consequently, release “free from any right” the digital documents on a physical medium upon the expiration or the termination of the Agreement.
2. Ownership of Solution. Ideals owns and shall retain all right, title, and interest in and to the Solution, all technical and operational components thereof, including without limitation all related applications, user interface designs, processes, methods, know-how and other work supports, software and source code, and any and all future enhancements or modifications thereto, and all intellectual property rights therein. Ideals does not grant license or other authorisation of its copyrightable material, trademarks, service marks or other intellectual property to the Client or its users other than as provided in the Agreement. Neither the Client nor the users shall attempt to reverse compile, reverse engineer or disassemble, duplicate, modify, distribute or otherwise commercially exploit any element of the Solution, modify or make derivative works based upon the Solution or use the Solution in any manner incompatible with the terms and conditions of the Agreement.
3. Third Party Software/Open Source Software. The Client acknowledges that the Solution may contain or be accompanied by certain third party software including open source software. Open source software is copyrighted and licensed under the GPL/LGPL and other open source software licenses. Ideals shall be solely responsible for obtaining and maintaining (at its sole expense) all necessary licenses and other rights to enable the Client to use the Solution and to otherwise exploit the rights granted hereunder.
Confidentiality
1. Both Parties undertake to use reasonable measures to safeguard the Confidential Information of the other Party. Neither Party will at any time without the prior written consent of the other Party publish, disseminate, duplicate or use, directly or indirectly, Confidential Information of the other Party for any purposes other than to fulfil its obligations under the Agreement. Neither Party will disclose, in whole or in part, the other Party’s Confidential Information to any person, except to users, employees or subcontractors that need this information for the purpose of performing rights and obligations under the Agreement. Either Party will ensure that its employees and subcontractors are under obligations of confidentiality which are no less onerous than those contained in the Agreement including, but not limited to, the use of the Confidential Information for the purpose of performing rights and obligations under the Agreement.
2. Confidential Information shall not include any materials or information which the receiving Party shows:
  1. was known to it prior to the information’s disclosure in connection with the provision or use of the Services;
  2. is or becomes generally available to the public through no act or default on the part of the receiving Party, its employees and subcontractors;
  3. was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential;
  4. was independently developed by the receiving Party, without the use of any Confidential Information; or
  5. is required to be disclosed pursuant to, or by, any applicable laws, rules, regulatory authority, court order or other legal process, provided that the receiving Party shall, promptly upon learning that such disclosure is required, give written notice of such disclosure to the disclosing Party.
3. Ideals undertakes to hold all of the Confidential Information of the Client in strict confidence during the term of the Agreement and 3 years after its termination or expiration.

Indemnification
1. Ideals shall indemnify, defend and hold harmless the Client, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to any claim that the Solution infringes any intellectual property right of a third party. Ideals shall not be liable in case such claim is based on any modification of the Solution conducted by or on behalf of the Client or any user. Ideals indemnification obligations are subject to limitations stipulated in Section 12 of the Agreement.
2. The Client shall indemnify, defend and hold harmless Ideals, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to (i) any material breach by the Client of the Agreement, including without limitation any breach of its representations, or (ii) any use of the Client Data by the Client and Users in violation of the intellectual property, privacy or other proprietary rights of any third party or in violation of any applicable laws, rules or ordinances.
3. The Party seeking indemnification shall notify in writing the other Party promptly, but in any event no later than within 30 days of becoming aware of any such action, claim or proceeding and shall cooperate fully with the indemnifying Party in the defense of any such claim. The indemnifying Party shall have sole control of the defense of any such action and all negotiations for its settlement or compromise, provided that such settlement or compromise shall not interfere with Ideals’ provision of the Services. The indemnified Party shall make no admission of liability or settle any claim without the prior written agreement of the indemnifying Party.
Limitation of Liability
1. Ideals shall not be liable with respect to any damages, losses or expenses where the same are caused by the acts or omissions of the Client or users, including any failure by the same to observe Ideals’ rules or directions as to the use of the Data Room or any other failure to observe their obligations under the Agreement.
2. Ideals shall not be liable for any costs, charges and claims incurred due to the Client’s failure to terminate the Agreement and close a Data Room(s) as indicated in subclauses “a” – “b” of clause 13.3 of the Terms and Conditions of Services at the end of its Project and the Services charges as per sections 1 and 2 of Delivery Order (if applicable) will apply as long as the Data Room(s) of the Client remains active (even after termination of the Client’s Project(s)) and the Client shall be liable for such cost and charges.
3. The Client will either retain a complete set of documents delivered to Ideals or hold Ideals harmless for any loss or damage incurred to documents during shipment, storage or use, unless such loss or damage occurred as a result of Ideals’ negligence or willful misconduct.
4. While Ideals shall use all reasonable endeavours to ensure that the Data Room is open for access by users at all times, the Parties acknowledge that given the nature of the Internet and the technology involved Ideals is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser producers etc.).
5. Ideals shall not be liable to the Client or to any third parties for any loss of profit, loss of revenue, loss of business, loss of data, loss of contract and for any indirect, incidental, consequential, special or exemplary damages arising of the use of the Solution or third party software integrated with the Solution, even if Ideals has been advised of the possibility of such damages and in no event will the entire liability of Ideals under the Agreement exceed, in the aggregate, the total amount of fees paid or becoming due under the Agreement in the 12 month period immediately preceding the event giving rise to such liability. These limitations apply regardless of the basis on which Ideals’ liability arises, whether in contract, tort (including negligence), in equity, under statute or on any other basis.
6. No action, regardless of form, arising out of or related to the Agreement may be brought by the Client more than 12 months after the cause of action first arose.
7. If Ideals Solutions Germany GmbH (company number: HRB 266802) is the Party to the Agreement on the Ideals side as indicated in the Delivery Order then the limitation of liability terms below will be applicable:
  1. The liability of Ideals to the Client is unlimited in case of intentional and grossly negligent breaches of duty by Ideals, its legal representatives and its agents, in case of fraudulent concealment of defects as well as for injuries to life, body or health, in case of warranty or in case of legally mandatory liability cases.
  2. Ideals shall only be liable for slight negligence if an obligation is violated, fulfillment of which is essential to the proper performance of the Agreement as a whole and on compliance of which the Client may regularly rely (cardinal obligation) and it is limited to the compensation of the foreseeable and typical damage.
  3. In addition, the entire liability of Ideals with respect to slight negligence is limited, in the aggregate, to the total amount of EUR 25.000 per Project.
  4. Ideals shall not be liable to the Client or to any third parties for any indirect/immediate or consequential damages (including loss of profits), even if Ideals has been advised of the possibility of such damages arising from the use of the Solution or third party software integrated with the Solution. This exclusion does not apply in the event of willful misconduct, gross negligence or intentional injury to life, body or health.
  5. Ideals shall not be liable in respect for any damages, losses or expenses where the same are caused by the acts or omissions of the Client or users, including any failure by the same to observe Ideals’ rules or directions as to the use of the Data Room or any other failure to observe their obligations under the Agreement.
  6. Ideals shall not be liable for any costs, charges and claims incurred due to the Client’s failure to close a Data Room(s) as indicated in subclauses “a” – “c” of clause 13.3 of the Terms and Conditions of Services at the end of its Project and the Services charges as per sections 1 and 2 of Delivery Order (if applicable) will apply as long as the Data Room(s) of the Client remains active (even after termination of the Client’s Project(s)) and the Client shall be liable for such cost and charges.
  7. The Client will either retain a complete set of documents delivered to Ideals or hold Ideals harmless for any loss or damage incurred to Client Data during shipment, storage or use, unless such loss or damage occurred as a result of Ideals’ negligence or willful misconduct. Ideals shall not be liable for loss of data to the extent such loss could have been avoided by appropriate data backup procedures by the Client.
  8. While Ideals shall use all reasonable endeavours to ensure that the Data Room is open for access by users at all times, the parties acknowledge that given the nature of the Internet and the technology involved Ideals is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser producers etc.).
  9. The Client’s claims, irrespective of the legal grounds, arising from or in connection with the Agreement may only be asserted within 12 months after the first occurrence of the cause of action and knowledge or dutiful ignorance thereof. This shall not apply to claims based on willfulness or intentional injury to life, body or health.
Termination
1. The Agreement shall come into effect on the Effective Date as mentioned in the Delivery Order and continue in effect until terminated or expired in accordance with subsections 13.2 and 13.3 of the Terms and Conditions of Services.
2. The Agreement will expire at the end of the Subscription Term or current Follow-on Term if the Client notifies Ideals in writing of its intent not to extend the Agreement at least 5 business days prior to the last day of the Subscription Term or the current Follow-on Term.
3. The Agreement may be terminated:
  1. by either Party upon 30 days written notice for any or no reason. In case the Agreement termination is initiated by the Client, the Base Fee, the Subscription Term Extension Fee for the current Follow-on Term, Storage Extension Fee is not refundable to the Client. If the Client terminates the Agreement within the Free Trial period, there is no obligation to pay the Base Fee. In case the Agreement termination is initiated by Ideals, the pro-rated Base Fee or the Subscription Term Extension Fee for the current Follow-on Term will be refunded to the Client;
  2. by either Party, in case the other Party breaches its warranties, or representations or any other material obligation under the Agreement and fails to remedy such breach within 15 days. In case the Agreement termination is initiated by Ideals, the Base Fee, the Subscription Term Extension Fee for the current Follow-on Term, Storage Extension Fee is not refundable to the Client. In case the Agreement termination is initiated by the Client, the pro-rated Base Fee or the Subscription Term Extension Fee for the current Follow-on Term will be refunded to the Client;
  3. by the Client, once the last Project (Data Room) is closed;
  4. by Ideals with immediate effect and written notice sent to the Client, in case Ideals reasonably believes that the Services are being used by the Client in violation of applicable laws;
  5. by Ideals in case the Client refuses to sign the Amendment Agreement in accordance with section 2.3. of the Terms and Conditions of Services;
  6. in compliance with a court decision – on the day the decision will become final, unless otherwise is provided for by such decision; or
  7. by either Party, upon 3 business days’ written notice if the other Party becomes insolvent or the subject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter.
  8. by Ideals in case the Preparation Period for Sell-Side M&A Project takes more than 90 days and Client is not responding to Ideals emails/phone calls, and/or cannot provide the estimated project going live date and/or explain the reason for project going live delay.
4. Upon termination or expiration of the Agreement:
  1. Ideals will terminate access of the Client and its users to the Data Room;
  2. after payment in full for the Services performed up to and including the date of termination, Ideals upon the Client’s order will return all materials contained in the Data Room to the Client on a USB flash drive (extra charge may apply);
  3. Ideals will delete all the Client Data from its hosting system on the written request made by the Client or Data Room Administrators or Corporate Account Owner or Corporate Account Managers;
  4. all remaining copies of any Confidential information of one Party then in the possession of the other Party shall, at the direction of such Party, be destroyed or returned to the disclosing Party; and
  5. all rights and obligations under clause 13.2 and pursuant to sections 9 “Ownership”, 10 “Confidentiality”, 11 “Indemnification”, 12 “Limitation of Liability”, 14 “Miscellaneous” of the Terms and Conditions of Services will survive expiration or termination of the Agreement.
5. Ideals may suspend Client’s access to the Solution on the following grounds:
  1. if there are overdue payments outstanding for more than 15 days;
  2. the Client’s usage of the Solution is unauthorized, fraudulent, or illegal;
  3. the Client exposes Ideals, other clients, or others to risks unacceptable to Ideals; or
  4. the Client was detected to have an unusual usage of Data Room or Services or unusual account activity.
    
    Ideals will use reasonable endeavors to give the Client reasonable advance notice of any ground for suspension so that the Client can plan around it or address the issue that has prompted Ideals to take such action. The Client shall reply to the Ideals notice and take any actions to resolve the issue within 7 days.
    
    If the Client fails to resolve the issues within 6 months after the start of suspension, Ideals shall have the right to close the Corporate Account, disconnect the Services, and terminate the Agreement.
    
    Ideals will use diligent efforts to attempt to limit, where commercially feasible, the suspension to the Client and users and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved.
    
    If Ideals reasonably suspects that the Client has used Data Room or Services for an unauthorized, fraudulent, or illegal purpose, the Client gives Ideals express authorization to share information about it, its Data Room, and any of its actions with law enforcement.

Miscellaneous

14.1. Entire Agreement. The Agreement together with any amendments, will constitute the entire agreement between the Client and Ideals concerning the Service and supersedes and replaces any prior or contemporaneous understandings and agreements regarding the subject matter hereof.

14.2. Negotiations. Before taking any court action, either Party shall use the best efforts to resolve any dispute under, or in connection with the Agreement through good faith negotiations.

14.3. Applicable law and disputes. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance the provisions below, depending on the legal Entity on the vendor’s side which is specified in the Delivery Order:

Entity	Applicable Law	Disputes resolution provision
Ideals Solutions Operations Limited (company number: C 87600)	England and Wales	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Solutions Group Limited (company number: 8910705)	England and Wales	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Dealigence Inc. dba Ideals Solutions Group (company number: 07472871)	Commonwealth of Virginia	Any disputes arising out of or in relation to the performance of the Agreement which cannot be resolved amicably will be settled exclusively by arbitration in Virginia courts.
Ideals Do Brasil Servicos De Informacao LTDA. (company number: 27.382.809/0001-81)	Brazil	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by a competent court of Brazil in compliance with laws of Brazil.
Ideals Solutions Group Limited (company number: 1597818)	Hong Kong	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
Ideals Solutions Limited (company number: 2296064)	Hong Kong	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
Ideals Business Technology Solutions (Shanghai) Co., Ltd. (company number: LJZ201801417)	People’s Republic of China	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Shanghai International Arbitration Centre under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Solutions Germany GmbH (company number: HRB 266802)	Germany	All disputes arising out or in connection with the Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Munich.
Ideals Solutions APAC PTY LTD (company number: 622526827)	Australia	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Australian Center for International Commercial Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Solutions Spain, S.L. (company number: B10757029)	Spain	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Barcelona Arbitration Court under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Group GmbH (company number: CHE-207.437.296)	Switzerland	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be submitted to the jurisdiction of the competent courts and tribunals in Switzerland.
EthosData India Pvt Ltd (company number: U72900DL2018FTC333706)	India	Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Indian Dispute Resolution Centre under the IDRC Domestic Arbitration Rules in force when the Notice of Arbitration is submitted.

14.4. Reimbursement for Dispute Costs and Expenses. In the event a dispute arises under the Agreement, the prevailing Party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.

14.5. Force Majeure. Neither Party shall be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of its respective obligations in relation to the Agreement, if the delay or failure was due to any cause beyond its reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes or industrial actions or trade disputes (whether involving employees of either Party).

14.6. Assignment. Neither Party to the Agreement may assign or delegate any part of the Agreement without prior notice to and the express written consent of the other Party provided, however, that Ideals shall have the right to assign any part of the Agreement to either of its Affiliate(s) without prior notice or consent of the Client.

14.7. Modification of Agreement. Subject to the limitations of applicable law, Ideals may at any time change or remove any of the terms and conditions of, or add new terms or conditions to these Terms and Conditions of Services. Ideals may do this in response to legal, business, competitive environment, changing the functionality of Services or other reasons not listed here. Ideals will post the most recent version of the Terms and Conditions of Services on Ideals’ website and make them available via the link: https://www.Idealsvdr.com/tc-delivery-orders-ca/. The Client is responsible for checking these Terms and Conditions of Services from time to time to take notice of any changes Ideals makes, as they are binding on the Client. Some of the provisions contained in these Terms and Conditions of Services may also be superseded by provisions or notices published elsewhere on Ideals’ website.

14.8. Severability. If any one of the stipulations of the Agreement were proven null and void in the eyes of a current rule of law or a legal decision that has become final, such stipulation shall be severed from the Agreement, without however leading to the nullity of the Agreement or altering the validity of its other provisions.

14.9. Listing and communication. The Client authorises Ideals to mention the Client as a client; to use its trade name, trademarks, service marks or images (graphic symbol/logo); to publish customer feedback of its representatives on Ideals’ products and services in Ideals’ marketing, promotional or advertising materials and on Ideals’ website.

14.10. Communication. Ideals may communicate about the Project once it has been made public, with any statement made being subject to the prior approval of the Client.

14.11. Prevailing language. For the convenience of the Client, this Terms and Conditions of Services may be translated into other languages. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall prevail. The Parties agree that the English version accurately represents the intent of the Parties and that any translations are provided for convenience only.

14.12. Audit Rights. The Client reserves the right to conduct compliance audits of Ideals to ensure their compliance with the terms and conditions of the Agreement and applicable international standards concerning labor, environmental, health and safety, and other related standards. The audit shall be conducted no more frequently than once per calendar year, and the Client shall provide Ideals with a minimum of 30 days’ written notice prior to the commencement of the audit. Ideals agrees to permit, and use best efforts to facilitate with respect to an audit upon written notice (including, without limitation, via facsimile or email) of at least 30 days to, during regular business hours, access and conduct an inspection of the books, records and documentation of Ideals and any and all systems of Ideals. The scope of the audit may include, but is not limited to, inspecting, reviewing, ensuring or verifying (i) the quality and accuracy of the Services being performed hereunder and (ii) compliance with the Agreement. The audit shall be conducted in a manner that does not unduly disrupt or interfere with the normal course of business operations of Ideals. All expenses and costs associated with the audit, including but not limited to Ideals employees’ and consultants’ hourly fees, auditor fees, travel, and accommodation expenses, shall be borne by the Client.

14.13. Data protection. The Parties agree to comply with the applicable data protection laws and to enter into the necessary data processing agreements. The Client must ensure the lawful processing of any data made available in the Data Room. In this context, the Client acknowledges that it is the sole responsible party for the lawful processing of any data processed in the Data Room.

If the Client operates in a jurisdiction with specific privacy or data protection laws, the Client shall bear sole responsibility for ensuring that all processing activities undertaken within the Data Rooms in connection with this Agreement are in full compliance with applicable local laws, including all relevant data export and import regulations. When selecting the processing location, the Client shall ensure adherence to the legal requirements of each jurisdiction in which the data is processed.
As Ideals does not, by default, have access to the data processed in the Data Room nor knowledge of the types of data being processed, the Client assumes exclusive responsibility for identifying and meeting all regulatory requirements applicable to data transfer, storage, and processing in all chosen jurisdictions. The Client further assumes responsibility for ensuring that all parties involved fully comply with these regulatory obligations.

14.14. Data processing. Ideals processes the Client’s representatives or Consumer’s personal data in order to conclude and proceed with the agreement between the Client and Ideals. Detailed information on the processing of the Client’s representatives’ or Consumer’s personal data can be found in Ideals Privacy Policy: https://www.idealsvdr.com/privacy/.

14.15. Access. If either Ideals Solutions Operations Limited (company number: C 87600), Dealigence Inc. dba Ideals Solutions Group (company number: 07472871), Ideals Solutions Group Limited (company number: 8910705), Ideals Do Brasil Servicos De Informacao LTDA. (company number: 27.382.809/0001-81), EthosData India Pvt Ltd (company number: U72900DL2018FTC333706) or Ideals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the Ideals’ side as indicated in the Delivery Order then hereby the Client authorizes Ideals to access Client’s Data from Ideals’ flash-drive recording centers located in the European Union, United States and United Kingdom for the purpose of flash drives recording by Ideals if flash-drive recording is ordered by the Client.

Annex 1 “Additional Terms and Conditions for Consumer”

The Client, being a Consumer, at the latest at the beginning of placing an order for Services will receive clear and legible information about the main characteristics of the Services (e.g. the description, quantity and quality, and possess the functionality, compatibility, information on interoperability). After placing an order, Ideals will provide the Consumer with a confirmation of the conclusion of the agreement on performance of Services on a durable carrier (including in the form of an e-mail message), to which the Consumer agrees.
Ideals hereby declares that the Services are fit for the purpose for which the Consumer required it and possess functionality, compatibility, accessibility, continuity and security normal for the services of this type available on the market, of which the Consumer was made aware of. The Consumer, upon the conclusion of the Agreement shall be supplied with all accessories, instructions, including on installation, by Ideals and customer assistance as described in clause 13.2 of the Terms and Conditions of Services. Moreover, Ideals declares to provide the Consumer with all the necessary updates to the Services necessary to keep the Services in conformity throughout the term of the Agreement.
Services shall be supplied in the most recent version available at the time of the conclusion of the Agreement.
Ideals hereby declares that the Services comply with any trial version of the Services provided to the Consumer prior to the conclusion of the Agreement, provided that the Consumer opted for the Trial period.
The Consumer may contact Ideals (whose identity details are provided in the body of the Agreement), regarding the provision of Services via e-mail, at the address: support@Idealsvdr.com, through contact form or phones available at https://www.idealsvdr.com/contacts/.
The Consumer bears ordinary costs for providing telecommunication services necessary for the provision of Services to the Consumer.
The Consumer will be provided with the amount of a total fee for the Services selected by the Consumer exclusive of taxes, upon selection of a plan chosen by the Consumer, at the beginning of placing an order for Services. The Consumer shall be responsible for all applicable taxes in accordance with the terms stated in clause 6.4. of thTerms and Conditions of Servicese Agreement.
Payment for the Services is made as described in section 6 (Payment terms and taxes) of the Terms and Conditions of Services, on the basis of an invoice generated and provided to the Consumer by Ideals. The detailed mechanism for making payments and how to make a complaint one are specified in section 6 (Payment terms and taxes) of the Terms and Conditions of Services and according to the payment terms stated in the respective Delivery Order which is signed by the Consumer.
Ideals will begin providing the Services at distance, when the first Data Room is opened for the Client, or at the date indicated in the respective Delivery Order.
The Consumer’s right to withdraw from the Agreement shall expire upon commencement of the provision of Services on the basis of article 16 of the Directive 2011/83/EU of 25 October 2011. By accepting the Agreement, the Consumer declares that he is aware and unambiguously accepts that the Consumer does not have the right to withdraw from the contract for the provision of Services due to their nature, in particular due to the fact, that gaining access to the Services, means the full performance of the Services by Ideals.
Consumers’ complaints:

a) The Consumer may lodge a complaint regarding the provision of Services, with Ideals, via contact details as indicated in clause 13.6 of the Terms and Conditions of Services.

b) It is recommended that the Consumer provide in the description of the complaint: i) information and circumstances concerning the subject of the complaint, in particular the type and date of occurrence of the irregularity; ii) the demand of the Consumer; and iii) contact details of the Consumer – this will facilitate and accelerate the processing of the complaint by Ideals. The requirements specified in the preceding sentence have the form of recommendation only and do not influence the effectiveness of complaints lodged with the omission of the recommended description of the complaint by the Consumer.

c) Complaints that do not require additional information shall be considered within 14 business days of their receipt. Ideals shall inform the Consumer of the manner of their consideration through the means of communication used to initiate the use of the Services.

d) In the event of the necessity to supplement the complaint, Ideals shall immediately, in any case not later than within 14 business days from the date of its lodging, notify the Consumer. In such a case the time limit referred to in subclause “c” above, shall be counted from the date of submitting the supplemented complaint.

e) Detailed information about the possibility for the Consumer to use out-of-court complaint and redress procedures and the rules of access to these procedures are available at the offices and websites of consumer ombudsmen, consumer rights protection organizations and consumer protection offices competent for the seat of the Consumer.

The technical requirements necessary to use the Services and its interoperability are available at https://helpcenter.Idealsvdr.com/en/articles/7733528-system-requirements.
Failure to meet the requirements indicated in clause 13.13 above does not prevent the use of the Services, however, it may be the cause of their malfunction.
The provision of the Services may involve risks inherent in the activity on the Internet. The Consumer is aware of the risks of the Internet, in particular the possibility that passwords may be intercepted by third parties or that the Consumer’s devices may be infected with viruses, as well as the losses that may arise from such events. The Consumer is obliged to keep passwords and login data to the account secret. Upon request of the Consumer, Ideals shall send the Consumer current information about particular risks connected with using services provided electronically via e-mail.
The Consumer is obligated to use the Services in accordance with the law and good practice, to respect personal rights, copyrights and intellectual property rights of Ideals and third parties.
Disabling or interfering with JavaScript and cookies (e. g. by using add-ons, overlays, custom settings and similar solutions) does not block the use of the Services but may cause difficulties in connection and use of the Services. Detailed information about cookies can be found in Ideals Cookie Policy, available at https://www.idealsvdr.com/cookie.
The Consumer may terminate the Agreement at any time, as provided in section 13 of the Terms and Conditions of Services.
Ideals does not provide after-sales services or warranties, except as it is legally required by applicable law.
Provisions specified in sections 11 (Indemnification), 12 (Limitation of Liability) and clauses 14.4-14.5 do not apply to Clients who are Consumers.
The Agreement with Consumer and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws indicated in clause 14.2 of the Agreement.