SRS ACQUIOM WORKSPACES

These Terms of Use, are between you and SRS Acquiom Workspaces LLC and govern the terms and conditions under which you may access, use or participate in, as applicable, the SRS Acquiom Workspaces website and/or service, which includes the Virtual Data Room and/or Private Client Portal services, including any white labelled version thereof that may be hosted on a third party custom domain and link to these Terms of Use, or any reliance program offered by SRS Acquiom that is referenced in these Terms of Use (the “Service”). PLEASE READ THE AGREEMENT CAREFULLY. BY (AS APPLICABLE) CLICKING A BOX INDICATING ACCEPTANCE OF THESE TERMS AND CONDITIONS, SIGNING AN ASSOCIATED ORDER FORM FOR THE SERVICE, AND/OR ACCESSING OR USING SUCH SERVICE OR PROGRAM, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

As used throughout these Terms of Use, the terms “you” and “your” refer to users of the Service, including the Customer or an End User (as defined below). If you are entering into this Agreement (as defined below) on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms of Use, in which case the terms “you” or “your” shall refer to such entity. If you do not have such authority, or if you do not agree with these Terms of Use, you may not use the Service.

As used throughout these Terms of Use, the terms “SRS Acquiom”, “we”, “us”, and “our” refer to SRS Acquiom Workspaces LLC, a Colorado limited liability company, together with its employees, consultants, directors, successors, affiliates and assignees. These Terms of Use, together with all items incorporated by reference, and along with the Order Form (as defined below), constitute the entire agreement (this “Agreement”) between you and SRS Acquiom with respect to the Service. Each party executing this Agreement represents to the other that it is authorized and has all rights necessary to enter into and be bound under this Agreement, and no law, regulation, court order or third party agreement prohibits its performance of this Agreement. This Agreement will constitute the legal, valid and binding obligation of each party when agreed upon by you.

PRIVACY POLICY

We will process your personal information in accordance with our Privacy Policy (available here). The Privacy Policy and the Data Processing Addendum (to the extent applicable and as further described in the section below entitled “Workspace Content”) are incorporated herein by reference and govern our treatment of any information, including personal data you submit to us. You acknowledge that you are voluntarily providing your personal information to us in connection with your use of the Service, knowing that the laws applicable to processing your personal information in the United States (or other countries where our third-party service providers may operate) may be less stringent than the laws in your country. By using the Service, you acknowledge that we will process your personal information in connection with the Service and as otherwise permitted by our Privacy Policy.

ELECTRONIC CONSENT TO COMMUNICATIONS

By agreeing to these Terms of Use, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications“) that we provide, in connection with your SRS Acquiom Workspaces account (“Account“) and your use of the Service. Communications may include: (i) this Agreement and any amendments, modifications or supplements to them; (ii) any initial, periodic or other disclosures or notices provided in connection with the Service, including without limitation those required by federal or state law; (iii) any customer service communications, including, without limitation, communications with respect to claims of error or unauthorized use of the Service; and (iv) any other communication related to the Service or SRS Acquiom. We will provide these Communications to you by posting them on the SRS Acquiom Workspaces website and/or by emailing them to you at the primary email address listed in your Account. You agree that these are reasonable procedures for sending and receiving electronic communications. It is your responsibility to keep your primary email address up to date so that we can communicate with you electronically. Please review your settings on your Account to control what kind of messages you receive from SRS Acquiom. You understand and agree that if we send you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, we will still be deemed to have provided the Communication to you. You acknowledge and agree that we shall have no liability associated with or arising from your failure to do so, to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

If your email address becomes invalid such that electronic Communications sent to you by us are returned, we may deem your Account to be inactive, and in such case, you will not be able to transact any activity using your Account until we receive a valid, working primary email address from you. You can update your primary email address at any time by contacting us via email at support@acquiom.com or by logging into your Account. In order to access and retain Communications, you must have: (i) a Windows or Mac-compatible computer, Internet access with a JavaScript enabled browser with 128-bit encryption such as Microsoft Internet Explorer v.9 or later or another compatible Internet browser, (ii) an e-mail account and the capability to read email from us, and (iii) a device and Internet connection capable of supporting the foregoing.

DEFINITIONS

“Account Owner” means an Administrator designated by and representing the Customer to instruct SRS Acquiom in connection with Customer’s Online Room.

“Administrator” means those End Users designated by Customer in an Order Form or by an existing Administrator with the same or greater permissions to have the authority to act as administrators of Customer’s Online Room and/or a Workspace therein, as applicable and as further described herein.

“Customer” means the person or entity defined as the “Customer” in the Order Form.

“End User” means those persons (including without limitation, employees and advisors of Customer or any third party) authorized from time to time by Customer, its Account Owner or a designated Administrator, pursuant to methods directed by SRS Acquiom, to access and use an Online Room or a Workspace contained therein, as applicable, in accordance with applicable permissioning.

“End User Files” means any printed, electronic or digital document, file, materials, or information that is uploaded or copied to a Workspace, including any text, graphics or other content you provide.

“Exit Transaction” means, with respect to an entity (i) an initial public offering of such entity, (ii) a merger, consolidation, recapitalization or other reorganization of such entity with a third party pursuant to which the stockholders of such entity prior to such event own, directly or indirectly, less than 50% of the continuing or surviving entity’s voting power immediately after such event, or (iii) a sale or other disposition of all or substantially all of the stock or assets of such entity.

“File Sharing Solution” refers to, separately or collectively (as the context may require), the Virtual Data Room service and/or the Private Client Portal service.

"Online Room” means the Virtual Data Room or Private Client Portal, as applicable.

“Order Form” means the order form executed by the Customer designating an Account Manager and optionally, initial Administrators for the Virtual Data Room or Private Client Portal, as applicable.

"Private Client Portal” means the white-labelable virtual site provided to an investment bank Customer in which such Customer may create one or more Workspaces for secure file sharing and collaboration between the Customer and its clients (including, in each case, such Customer or client’s employees, agents and advisors).

“Virtual Data Room” means the virtual site provided to a Customer in which such Customer may create one or more Workspaces for secure file sharing and collaboration.

“Workspace” refers to an online workspace created within a Virtual Data Room or Private Client Portal, as applicable, for secure file sharing and collaboration.

INTELLECTUAL PROPERTY AND USE RESTRICTIONS

SRS Acquiom hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable revocable license to use the Service, solely for your own internal business purposes specified herein, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by SRS Acquiom and its licensors. For clarity, you may not share access granted to you with any other person or entity except to the extent you are an Account Owner or Administrator granting access to other End Users. The Service may be used only for the purpose permitted by this Agreement.

Your use is limited to a single license to be used with a single account. You agree to provide true, accurate, current, and complete information about yourself in connection with accessing, or requesting access to the Service. If you provide any untrue, inaccurate, outdated, or incomplete information, SRS Acquiom may suspend or terminate your access without notice. SRS Acquiom is entitled to assume that any instruction transmitted using your Account details, where the requisite account and password information in relation to your Account has been provided, has been transmitted by you or by a person duly authorized by you, and SRS Acquiom may rely upon such instruction without liability.

Unauthorized use of the Service, including but not limited to unauthorized entry into SRS Acquiom’s systems, misuse of passwords, or misuse of any information posted to a Workspace, is strictly prohibited. You may not access the Service if you are a direct competitor of SRS Acquiom or any of its affiliates with shared branding, except with SRS Acquiom’s prior written consent.

All right, title and interest in and to the SRS Acquiom Workspaces website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), the Service, the databases, software, hardware and other technology used by or on behalf of SRS Acquiom to operate the Service, the structure, organization, and underlying data, information and software code thereof and, without limitation, any and all copies, improvements, enhancements, modifications and derivative works from any of the foregoing (collectively, the “Technology”) is the exclusive property of SRS Acquiom and its licensors and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Other than the limited license specifically granted herein, you do not acquire any express or implied rights in the Technology.

You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or for any unlawful purpose or in any other manner that could damage, disable, overburden or impair the Technology or servers or networks connected to the Technology, or disobey any requirements, procedures, policies or regulations of networks connected to the Technology; (3) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter the Technology; (4) harvest, collect, gather, or assemble information or data regarding other End Users, including e-mail addresses, without their consent; (5) alter, modify, reproduce, transmit, display, perform, store for subsequent use or create derivative works of the Technology; (6) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with the Technology; (7) duplicate, distribute, sell, resell, lend, loan, lease, exploit, license, sublicense, or transfer the Technology or any of your rights to access or use the Technology, or otherwise make the Technology available to any third party; (8) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (9) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (10) introduce software or automated agents or scripts to the Technology so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, deep link, or mine content from the Technology; (11) engage in “framing”, “mirroring,” or otherwise simulating the appearance or function of the SRS Acquiom Workspaces website; or (12) use the Service (i) for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (ii) to impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) to solicit personal information from anyone under the age of 18; (iv) to advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized; (v) to obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service; (vi) in the case of an End User of a Virtual Data Room, for purposes unrelated to the Customer’s business matters or transactions, including an Exit Transaction of such entity; (vii) in the case of an End User of Private Client Portal, for general file storage purposes or for sharing files with outside third parties that are not the Customer or Customer’s clients, including in each case, employees, agents and advisors of the Customer or the Customer’s clients; or (viii) to manually copy or electronically or digitally capture Workspace Content using methods or means not made available to you through the Service and the access permissions granted to you therein.

You shall reproduce all titles, trademarks, copyright, and restricted rights notices contained on the SRS Acquiom Workspaces website in any copies made thereof, and all such copies shall be subject to these terms and conditions. All suggestions for correction, improvement or modification to the Service made by you (“Feedback”) and all intellectual property rights therein will be the sole and exclusive property of SRS Acquiom. You hereby assign and agree to assign any and all rights, title, and interest in and to such Feedback and all intellectual property rights therein to SRS Acquiom.

SRS Acquiom will have the right (but not the obligation) to review and monitor any and all use of the Service, including metadata related to Workspace Content (such as total number of records, file size, access logs, etc.) to improve the service and to enforce the terms of this Agreement.

ONLINE ROOM USER MANAGEMENT

Customer must appoint one individual on behalf of the Customer to act as the Account Owner with respect to Customer’s Online Room. The Account Owner shall be the point of contact on behalf of the Customer, shall have primary and superseding authority to direct SRS Acquiom with respect to Customer’s Online Room, including any associated billing or other administrative matters and shall be granted full access and authority, without limitation, to the Customer’s Online Room. The Account Owner shall also be deemed an Administrator for the Online Room; however, the Account Owner cannot be removed by other Administrators.

In addition to an Account Owner, Customer may appoint additional initial Administrators with respect to Customer’s Online Room. Such Online Room Administrators will have access to all Workspaces and files within the Online Room. You acknowledge that Administrator roles may be designated at the Online Room level and/or the Workspace level. Customer acknowledges that Administrators shall be authorized, among other things, to appoint and remove other Administrators with the same or lesser permission, invite End Users to access the Service, establish End User rights/permissions and/or limits on an individualized basis and remove existing End Users. Administrators may, in certain limited instances, expressly authorize and instruct SRS Acquiom to take certain actions in respect of an Online Room and/or a particular Workspace on their behalf, including opening Workspaces and inviting End Users to Customer’s Online Room and/or Workspace. Customer is solely responsible for monitoring the Account Owner, Administrator(s) and End User(s) to whom the Customer, Account Owner or any Administrator, as applicable, grants access and authority.

SRS Acquiom will provide an Account Owner and Administrators initially designated by the Customer of an Online Room, with an email invitation to create a user ID and private password (“Password”) to access and use such Online Room and to invite other End Users to access and use such Online Room. Customer acknowledges that SRS Acquiom is only involved in Account Owner and Online Room Administrator setup at the time of initial establishment of an Online Room and at the Online Room level; any subsequent changes or modifications to those Administrators must be done by the Account Owner or an Administrator with the same or greater permission. SRS Acquiom does not have any obligation to control, monitor, or otherwise oversee the Administrator function or user entitlements and/or access, regardless of whether SRS Acquiom assisted Customer in establishing either; therefore, Customer should use caution when selecting and authorizing the individual to serve as its Account Owner and selecting initial Administrators. By providing your own personal information or personal information of others to SRS Acquiom in connection with identifying End Users of an Online Room, you represent and warrant that you are entitled to submit such information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third-party rights.

Customer acknowledges and agrees to all action taken by the Account Owner, the Administrators or any End User designated or authorized by an Administrator and acknowledges and agrees that SRS Acquiom shall not have any liability therefore. SRS Acquiom may act on any instructions reasonably believed by SRS Acquiom to be authentic communications from Customer, its Account Owner or Administrators, with respect to the management and/or administration of the applicable Online Room, including any instructions to create a Workspace and invite End Users to that Workspace on behalf of an Administrator.

Customer shall be responsible for monitoring the use of the Online Room. You are responsible for all activity that may occur under your End User account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations (“Laws”) in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.

ACCOUNT AND PASSWORD SECURITY

You must use your user ID and a private password created by you that permits access to your Account. Upon login to your Account, any Online Rooms to which you have been granted and have continued access shall be viewable and accessible. It is your responsibility to keep your Account information accurate and updated.

You covenant that you will fill out all forms with accurate information and will not use or attempt to use another’s Account or create a false identity on the Service.

You agree to assume the entire responsibility at all times for the supervision, management, control and confidentiality of your Password. You agree that, to the extent permitted by law, you will assume the entire risk for fraudulent or unintentional use of your Password and that we shall not have any responsibility or liability to you or any other person for any losses or damages which you or anyone else may suffer resulting from the misuse of your Password.

You shall: (i) notify SRS Acquiom immediately if you are aware or suspect any unauthorized use of your user ID, password or Account or any other known or suspected breach of security; (ii) report to SRS Acquiom immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or End Users of your Online Room; and (iii) not impersonate another SRS Acquiom Workspaces website user or provide false identity information to gain access to or use the Service.

WORKSPACE CONTENT

You agree, represent, and warrant not to use the Service to collect, upload, transmit, display, access or distribute any content that: (a) violates this Agreement, including, without limitation, the Privacy Policy or any Laws; (b) you do not have a right to upload under any law or under contractual or fiduciary relationships; (c) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) poses or creates a privacy or security risk to any person; (e) constitutes an infringement, misappropriation, or violation of any and all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights or other rights of any third party; (f) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, promotes illegal activities or contributes to the creation of weapons, illegal materials, or is otherwise objectionable or illegal in any way; (g) is harmful to minors in any way; (h) would cause SRS Acquiom to violate any applicable Laws; (i) constitutes unlawful or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (j) in the sole judgment of SRS Acquiom, is objectionable or restricts or inhibits any other person from using or enjoying the Service, or which may expose SRS Acquiom or its users to any harm or liability of any type.

SRS Acquiom does not own any End User Files, data, information or material that you submit to the Online Room in the course of using the Service ("Workspace Content"). Workspace Content shall remain the property of Customer (or their respective third party owners) and shall not be considered part of the Service. Customer, not SRS Acquiom, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use, modify or publish any and all Workspace Content by any End User or third party. You acknowledge and agree that SRS Acquiom shall not be responsible or liable for the content of Workspace Content or the deletion, correction, modification, use, publication, destruction, damage, loss or failure to store any Workspace Content. Customer will immediately notify SRS Acquiom in writing of all court orders restricting the use, distribution or disposition of the Workspace Content delivered to SRS Acquiom. You acknowledge that the Online Room is intended to hold secondary copies of End User Files and not to maintain master or original documents.

SRS Acquiom shall only access, use or disclose Workspace Content to deliver the Service hereunder and is, except as otherwise permitted herein or in the Privacy Policy, prohibited from disclosing, using or accessing the Workspace Content for any purpose. In certain cases, an Administrator may instruct SRS Acquiom to take certain actions in respect of a Workspace or an Online Room on their behalf which may involve our accessing Workspace Content; any such access will only occur on such Administrator’s express instruction. Further, applicable law may require SRS Acquiom to disclose your Workspace Content if: (i) reasonably necessary to comply with legal process (such as a court order, subpoena or search warrant) or other legal requirements; (ii) disclosure would mitigate SRS Acquiom’s liability in an actual or threatened lawsuit; (iii) necessary to protect legal rights of SRS Acquiom, users, customers, business partners or other interested parties; or (iv) necessary for the prevention or detection of crime (subject in each case to applicable law).

Customer acknowledges that SRS Acquiom’s provision of the Service may involve the processing of personal data (as defined by applicable data protection laws) contained within Workspace Content, which may include SRS Acquiom sharing that personal data with Customer’s authorized internal or third party End Users. You acknowledge and agree that the submission of any such Workspace Content to us is voluntary on the part of the End User and that SRS Acquiom does not receive any such personal data as consideration for the Service. Customer and not SRS Acquiom is responsible for ensuring that it or an End User’s provision of any personal data forming part of Workspace Content complies with applicable data protection laws. Each End User hereby agrees that it shall ensure that it has obtained all rights and consents required by law or contract necessary to transfer the Workspace Content, including any personal data contained therein, so that we may lawfully process the Workspace Content in accordance with this Agreement, including the Data Processing Addendum between SRS Acquiom and the Customer, if applicable.

To the extent SRS Acquiom processes personal data contained within the Workspace Content and Customer is subject to data protection laws that require it to enter into a Data Processing Addendum, such processing shall be governed by the Data Processing Addendum which sets out SRS Acquiom and the Customer’s obligations with respect to such personal data and is available here.

You understand that by using a File Sharing Solution, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, and that you have no claim against SRS Acquiom for any such material. SRS Acquiom does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content or communications posted via the Service or endorse any opinions expressed via the Service or anywhere else.

TRANSFER OF VIRTUAL DATA ROOM

In respect of the Virtual Data Room, Customer agrees that upon the closing of an Exit Transaction of such entity, Customer shall be solely responsible for transfer of ownership and administrative rights to its Online Room to the buyer on such Exit Transaction. SRS Acquiom shall reasonably cooperate with Customer to facilitate such transfer at no additional fee.

USAGE LIMITS

The File Sharing Solution may be subject to usage limits as specified in the applicable Order Form. Absent any such specified usage limit, the applicable File Sharing Solution shall include unlimited data and an unlimited number of users, subject to compliance with this Agreement.

TERM

Customer agrees that the term for a File Sharing Solution subscription shall be as mutually agreed upon in the applicable Order Form. Customer shall be solely responsible for downloading any Workspace Content it wishes to retain prior to any closure of an Online Room. You agree and acknowledge that SRS Acquiom has no obligation to retain the related Workspace Content after closure of an Online Room and may delete any such Workspace Content after 30 days from the closure of an Online Room, in accordance with our data retention policies. Upon any such closure, SRS Acquiom’s obligation to host the related Online Room will cease.

PRICING & BILLING

Customer shall be invoiced and payment shall be due for the File Sharing Solution as specified in the applicable Order Form. Customer hereby acknowledges and agrees that except as provided in the applicable Order Form, any fees payable thereunder are non-refundable, regardless of any termination, expiration or breach of this Agreement by either party. SRS Acquiom reserves the right to change the Annual Subscription Fee (as described in the applicable Order Form) or institute new fees (at the end of the Initial Term (as defined in the applicable Order Form) or then-current renewal term upon forty-five (45) days’ prior notice to the Customer. SRS Acquiom may terminate this Agreement and cancel access to the File Sharing Solution upon five (5) business days’ prior written notice to Customer in the event any File Sharing Solution invoice that is not then subject to a timely asserted reasonable and good faith dispute has not been paid within forty-five (45) days after issuance and remains unpaid as of the end of such notice period. Notification of a dispute does not relieve Customer from its obligation to pay the undisputed portion of any invoices and Customer must timely pay the undisputed portion of such invoice. Nothing herein shall be construed to prevent SRS Acquiom from terminating this Agreement for non-payment during any period of suspension and SRS Acquiom’s election to suspend rather than terminate this Agreement shall not be an election of remedies that prevents SRS Acquiom from terminating this Agreement if the amounts due to it are not paid. The failure of SRS Acquiom to immediately terminate or suspend access to the File Sharing Solution service by Customer and End Users shall in no way be construed to be a waiver of such right.

CLAIMS OF INFRINGEMENT

SRS Acquiom respects your copyrights and other intellectual property rights and those of other third parties. If you believe in good faith that your copyrighted work has been reproduced on a File Sharing Solution without your authorization in a way that constitutes copyright infringement, you may notify us at support@acquiom.com. As required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512), the written notice you provide to us must include substantially the following: (1) the identity of the infringed work, and of the allegedly infringing work; (2) your name, address, daytime phone number, and email address, if available; (3) a statement that you have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; (4) a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner; and (5) your electronic or physical signature. SRS Acquiom will take whatever action, in its sole discretion, it deems appropriate, including the removing the allegedly infringing work from the File Sharing Solution.

CONFIDENTIALITY COVENANTS

“Confidential Information” means in respect of a disclosing party, proprietary information of a person, including but not limited to inventions, trade secrets, marketing plans, programs, source code, data and other documentation, customer and shareholder information, other information related to the business of that disclosing party, and in the case of SRS Acquiom, the terms and pricing of the Order Form. The term Confidential Information does not include: (i) information that was in the receiving party’s possession or was known to it prior to its receipt from the disclosing party; (ii) information that is or becomes publicly available without the fault of the receiving party; (iii) information that is or becomes rightfully available on an unrestricted basis to the receiving party from a source other than the disclosing party; (iv) information that was independently developed by the receiving party; (v) in the case of the Customer, Workspace Content; or (vi) Feedback. Use and disclosure restrictions with respect to Workspace Content shall be governed by the section above entitled “Workspace Content”.

Each of Customer and SRS Acquiom shall: (i) hold such Confidential Information of the other party in confidence; (ii) use and disclose it solely to provide or receive the Service, as applicable; and (iii) will take reasonable steps to maintain the confidentiality of all such Confidential Information. If either Customer or SRS Acquiom is compelled by court order, subpoena, or other requirement of law to disclose Confidential Information, such compelled party will provide the other party with prompt notice (unless such notice is prohibited by law) so that the party may, at its option and expense, seek a protective order or other remedy.

ACCESS TERMINATION

SRS Acquiom reserves the right (but has no obligation) to review any Workspace Content, investigate, or take appropriate action against you in its sole discretion if, SRS Acquiom reasonably believes (i) you have violated the terms and conditions of this Agreement, or (ii) your use of the Service impairs the ability of other End Users to access or use the Service. Such acts may include removing or modifying Workspace Content, immediately terminating your Account, reporting you to law enforcement authorities, or in the case of a reasonable belief of material violations of this Agreement by Customer, closing Customer’s Online Rooms.

If you breach or otherwise fail to comply with this Agreement, including any breach of your payment obligations or unauthorized use of the Technology or Service, SRS Acquiom, in its sole discretion, may, among other actions, terminate your Account or use of the Service, or in the case of a breach of this Agreement by Customer, close Customer’s Online Room. You agree and acknowledge that SRS Acquiom has no obligation to retain the Workspace Content, and may delete such Workspace Content, if you have materially breached this Agreement (any breach of your payment obligations or unauthorized use of the Technology or Service shall be deemed a material breach), and such breach has not been cured within 30 days of notice of such breach.

WARRANTIES & DISCLAIMERS

SRS Acquiom warrants that (i) the Service will be rendered using sound, professional practices and in a competent and professional manner; and (ii) it has all necessary permissions, software licenses, and ownership rights to provide the Service.

OTHER THAN THE FOREGOING, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. SRS ACQUIOM MAKES NO REPRESENTATION OR WARRANTY THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY SERVICES PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (E) ERRORS OR DEFECTS WILL BE CORRECTED.

WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT FEATURES OF THE SERVICE DESIGNED TO RESTRICT ACCESS TO OR USE OF END USER FILES CANNOT PREVENT MANUAL COPYING OF DISPLAYED INFORMATION AND MAY NOT PREVENT ELECTRONIC OR DIGITAL CAPTURE OF DOCUMENT CONTENTS BY END USERS USING THIRD PARTY SOFTWARE DESIGNED TO CIRCUMVENT SUCH SYSTEM FEATURES. EXCEPT AS SET FORTH IN THIS “WARRANTIES & DISCLAIMERS” SECTION, SRS ACQUIOM MAKES AND YOU RECEIVE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. EXCEPT AS SET FORTH IN THIS “WARRANTIES & DISCLAIMERS” SECTION, SRS ACQUIOM AND THIRD PARTY DATA PROVIDERS EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING FITNESS FOR ACCESSING OR STORING ANY INFORMATION THAT HAS OR REQUIRES A SECURITY CLEARANCE), INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE. SRS ACQUIOM AND THIRD PARTY DATA PROVIDERS DO NOT WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION AND MATERIALS CONTAINED ON THE WEBSITE AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE MATERIALS AND INFORMATION. FURTHERMORE, SRS ACQUIOM WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, COMPUTER VIRUSES, MALICIOUS CODE, OR OTHER DEFECT IN WEBSITE, ANY INCOMPATIBILITY BETWEEN THE WEBSITE AND THE USER’S FILES AND THE USER’S BROWSER OR OTHER SITE ACCESSING PROGRAM, OR ANY OTHER PROBLEMS EXPERIENCED BY THE USER DUE TO CAUSES BEYOND SRS ACQUIOM’S CONTROL. NO LICENSE TO THE USER IS IMPLIED IN THESE DISCLAIMERS. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE OR TECHNOLOGY TO US. SRS ACQUIOM DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE USERS USING THE SERVICE, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICE BY OTHER USERS; THEREFORE, SRS ACQUIOM DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION BY SRS ACQUIOM OTHER THAN THOSE CONTAINED IN THIS SECTION. NOTHING HEREIN SHALL BE CONSTRUED AS LIMITING OR REDUCING SRS ACQUIOM’S RESPONSIBILITIES AND OBLIGATIONS TO YOU IN ACCORDANCE WITH APPLICABLE LAWS AND REGULATIONS.

LIMITATION OF LIABILITY

EXCEPT IN THE CASE OF SRS ACQUIOM’S FRAUD OR WILLFUL MISCONDUCT, THE AGGREGATE LIABILITY OF SRS ACQUIOM (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) WILL NOT IN ANY EVENT EXCEED THE AMOUNT PAID BY YOU TO SRS ACQUIOM IN RESPECT OF THE SERVICE. UNDER NO CIRCUMSTANCES WILL SRS ACQUIOM BE LIABLE FOR ANY LOST PROFITS, LOST OPPORTUNITY, LOST DATA OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF ANY USE OF OR INABILITY TO USE THE SERVICE OR ANY PORTION THEREOF, REGARDLESS OF WHETHER SRS ACQUIOM HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT, (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

Access to the Service may from time to time be unavailable, delayed, limited or slowed. due to causes beyond the control of SRS Acquiom. SRS Acquiom shall not be liable for loss or damage directly or indirectly caused by any such occurrence.

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

INDEMNIFICATION

Customer will indemnify, defend and hold harmless SRS Acquiom from and against any and all losses arising from or relating to any action brought against SRS Acquiom based on: (i) the breach by Customer of any of its representations in this Agreement; or (ii) the use of the Service or any End User Files by Customer or any End Users invited to an Online Room of Customer, in violation of this Agreement, any applicable law, regulation or third party rights, and will indemnify SRS Acquiom from any damages, attorney fees and costs finally awarded against SRS Acquiom as a result of, or for amounts paid by SRS Acquiom under a settlement approved by Customer in writing of, a claim against SRS Acquiom.

You agree to indemnify and hold SRS Acquiom (and any employee, officer, director, or affiliate or subsidiary of SRS Acquiom, each an “SRS Acquiom Person”) harmless (including costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to or use of the Service, the violation of this Agreement by you, the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity, or for any content posted through the Service by you (including claims related to defamation, invasion of privacy, or other violations of a person’s rights) except, in any case, to the extent such claim is based solely on SRS Acquiom's willful misconduct or gross negligence. Your obligations under the foregoing indemnity may not be offset against any other claim you may have against SRS Acquiom or any SRS Acquiom Person. You agree that the provisions in this paragraph will survive any termination of your account(s) or the Service.

MODIFICATIONS TO THE SERVICE

You acknowledge that this Agreement does not entitle you to any upgrades, add-on patches, enhancements, or fixes for the Service (collectively “Updates”). SRS Acquiom, however, may occasionally provide automatic Updates to the Service at its sole discretion (and without any advanced notification to you). Any such Updates for the Service shall become part of the Service, and subject to this Agreement.

Except as provided below, SRS Acquiom reserves the right to modify or discontinue, temporarily or permanently, the Service (or, in each case, any part thereof) and you agree that SRS Acquiom will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Any such modification of the service may be done by SRS Acquiom with or without notice. In the event of any discontinuance of any File Sharing Solution, SRS Acquiom shall provide the Account Owner with thirty (30) days notice of such discontinuance.

ENFORCEABILITY AND GOVERNING LAW

In the event that any of the terms or provisions of these Terms of Use shall be held to be unenforceable, the remaining terms and provisions shall be unimpaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. Your use of the Service and this Agreement (including the Order Form) and any dispute or claim arising out of, or related to, them, their subject matter or their formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

DISPUTE RESOLUTION

Contact Us First.

If a dispute arises between you and us, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and us regarding the Service may be reported to our customer service by contacting us through any means described at the “Contact Us” link on our website.

Agreement to Arbitrate

You agree that any and all disputes or claims that have arisen or may arise between you and us (including statutory consumer claims, if applicable) related to the Service shall be resolved exclusively through final and binding non-appearance based arbitration, rather than in court, except that you may assert claims in or we may move to transfer claims to small claims court, if the applicable claim qualifies. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this Agreement to Arbitrate. The arbitration shall be conducted by telephone, online and/or be solely based on written submissions and shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

TRADEMARKS

SRS Acquiom®, SRS®, Acquiom® and True PreviewsTM are registered trademarks or trademarks of SRS Acquiom Inc. or its affiliates. All other logos, company names or product names are trademarks or registered trademarks of their respective owners.

EXPORT CONTROL

Your use of the Service, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service hereunder to any End User without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

KYC RELIANCE PROGRAM

Investment bank Customers or End Users wishing to rely upon the performance by Acquiom Financial LLC (an affiliate of SRS Acquiom) of its Customer Identification Program check on certain seller entity clients of the investment bank who are also Customers or End Users of the SRS Acquiom Workspaces service shall be bound by the Master Reliance Agreement available here and which is incorporated by reference to this Agreement between SRS Acquiom and such investment bank Customer.

MISCELLANEOUS

This Agreement supersedes all prior understandings and cannot be modified orally. We may assign this Agreement or delegate certain of our rights and responsibilities under this Agreement to third parties without notice to you and without your consent. If any Agreement provision is found invalid, all remaining provisions shall be valid.

CHANGES TO THIS AGREEMENT

We may revise and update these Terms of Use and any other agreements incorporated by reference herein forming part of the Agreement from time to time in our sole discretion by posting a revised version on our website with a new “Last Revision” date. Except as otherwise required by law, the revised version will be effective at the time we post it. You are expected to check this website from time to time to take notice of any changes we made, as they are binding on you. Your continued use of the Service following the posting of any such revised version means that you accept and agree to the changes.