These Terms of Service ("Terms") are a binding agreement between Diligate, Inc. ("Diligate", "we", "us") and the advisory firm that subscribes to the Diligate platform ("Firm", "you"), and they govern all access to and use of the Service by the Firm and the individuals it authorizes ("Authorized Users"). By creating an account, signing an order form, or using the Service, you agree to these Terms. If you accept on behalf of a Firm, you represent that you are authorized to bind that Firm.
"Service" means the Diligate software platform for merger-and-acquisition ("M&A") advisory work, including engagement and deal management, secure document data rooms, document drafting and redlining, quality-of-earnings and financial analysis tools, buyer and counterparty research, CRM, and related features. "Firm Content" means all documents, financial records, communications, and other data uploaded to or generated in the Service by or for the Firm, including information relating to the Firm's clients ("Client Data") and to counterparties and their representatives invited into a transaction. "Authorized User" means an individual the Firm permits to access the Service, including the Firm's personnel and any clients, counterparties, or advisors the Firm invites into a workspace.
Subject to these Terms and payment of applicable fees, Diligate grants the Firm a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for the Firm's internal business purposes and for serving its clients. The Service is provided on a subscription basis and made available only to the Authorized Users the Firm provisions.
The Service is designed for transactions involving multiple parties. A Firm may invite its clients (deal principals) and, under the Firm's control, counterparties and their advisors into deal workspaces and data rooms with scoped, role-based access. The Firm is responsible for who it invites, the access levels it grants, and the accuracy of the permissions it configures. Each invited party is responsible for its own use of the Service consistent with these Terms and any confidentiality or non-disclosure agreement governing the transaction.
The Firm is responsible for maintaining the confidentiality of its and its Authorized Users' credentials and for all activity under its accounts. You must use strong, unique passwords, enable multi-factor authentication where offered, promptly deprovision users who no longer need access, and notify us without undue delay of any suspected unauthorized access. Administrators may provision and revoke access for the Firm's users.
As between the parties, the Firm and its clients retain all right, title, and interest in Firm Content. The Firm grants Diligate a limited, worldwide license to host, store, process, transmit, display, and create technical copies of Firm Content solely to provide, secure, support, and improve the Service for the Firm. The Firm represents that it has all rights, consents, and authority necessary to upload and process Firm Content, including any personal information or confidential third-party or client information it submits.
M&A transactions involve highly sensitive and often material non-public information ("MNPI"). The Firm acknowledges that it is responsible for handling MNPI in compliance with applicable securities laws and its own policies, including restrictions on insider trading and improper disclosure. Diligate provides access controls, data-room permissions, and audit logging to support the Firm's confidentiality obligations, but does not monitor the substance of transactions and is not responsible for the Firm's or any party's compliance with securities, confidentiality, or fiduciary obligations. Each party will protect the other's confidential information with at least reasonable care.
The Service uses automated models to help draft, summarize, extract, classify, redline, and analyze documents and financial information (for example, engagement letters, NDAs and LOIs, quality-of-earnings analyses, and data-room organization). These outputs are drafts and decision support only. They are not legal, tax, accounting, or investment advice; they may be incomplete or incorrect; and they must be reviewed and approved by qualified professionals before you rely on them, execute any document, or share any output with a third party. The Firm remains solely responsible for all professional judgments and deliverables.
The Firm is solely responsible for its compliance with the laws, regulations, and professional standards applicable to its business, which may include broker-dealer, investment-banking, FINRA, SEC, state, and recordkeeping requirements. The Firm is responsible for determining whether the Service meets its recordkeeping and supervision obligations and for retaining its own records as required. The Service is a tool and does not constitute, and Diligate is not acting as, a broker, dealer, investment adviser, law firm, or accounting firm.
The Firm may connect optional third-party services, such as document storage, e-signature, accounting, and email providers. Those services are governed by their own terms and privacy practices, and the Firm is responsible for the accounts and data it connects. Diligate is not responsible for third-party services and may disable an integration that creates a security or operational risk.
You will not, and will not permit any user to: (a) attempt to access data belonging to another firm or a workspace you are not authorized to access; (b) reverse engineer, decompile, or attempt to derive source code, except as permitted by law; (c) upload malware or interfere with the integrity or performance of the Service; (d) use the Service to violate any law or the rights of others; or (e) use the Service to build a competing product. You will use the Service consistent with your professional, contractual, and regulatory obligations.
Diligate and its licensors own all right, title, and interest in the Service, including its software, models, templates, and documentation, and all improvements to them. No rights are granted except as expressly stated. Feedback you provide may be used by Diligate without restriction.
Subscription fees, usage-based charges, and billing terms are as set out in the applicable order form or agreement between the Firm and Diligate. Except as required by law or expressly agreed, fees are non-refundable. We may suspend the Service for non-payment after reasonable notice.
Diligate will provide the Service with reasonable skill and care. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. Diligate does not warrant that the Service will be uninterrupted or error-free or that AI outputs will be accurate or complete.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE. EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limits do not apply to a party's breach of confidentiality, the Firm's payment obligations, or either party's indemnification obligations, to the extent prohibited by law.
The Firm will defend and indemnify Diligate against third-party claims arising from the Firm's Content, its use of the Service in violation of these Terms or law, or its breach of its professional or regulatory obligations. Diligate will defend and indemnify the Firm against third-party claims that the Service, as provided, infringes that third party's intellectual property rights.
These Terms apply for the subscription term and any renewals. Either party may terminate for material breach not cured within a reasonable period. On termination, the Firm's access ends; on request within thirty (30) days, Diligate will make Firm Content available for export before deletion in accordance with its data-retention practices, subject to any retention the Firm directs for its own recordkeeping obligations.
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.
We may update these Terms from time to time. Material changes will be communicated through the Service or to the Firm's administrator, and will take effect as stated in that notice. Continued use after the effective date constitutes acceptance.
Questions about these Terms may be directed to your Firm administrator or to Diligate, Inc.