DiligenceVDR

Terms of Service

Effective Date: March 1, 2026 · Last Updated: March 1, 2026

1. Definitions

  • "Agreement" means these Terms of Service, together with any Order Forms, Sign-Up Pages, and all exhibits, appendices, and amendments executed by the parties.
  • "Authorized User" means the Customer and its employees, consultants, contractors, and agents who are authorized by Customer to access and use the Cloud Services.
  • "Cloud Services" means the DiligenceVDR virtual data room platform and related services as described on our website and in the applicable Order Form.
  • "Content" means any files, documents, data, or materials uploaded, stored, or transmitted through the Cloud Services by Customer or its Authorized Users.
  • "Customer" or "you" means the entity or individual entering into this Agreement with DiligenceVDR.
  • "Provider" or "we" means DiligenceVDR, LLC.

2. Access and Use

Subject to the terms of this Agreement, DiligenceVDR grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Cloud Services during the Term solely for Customer's internal business operations by Authorized Users in accordance with the applicable Order Form.

DiligenceVDR reserves the right to modify, update, or discontinue features of the Cloud Services at any time, provided that material changes will be communicated to Customer with reasonable advance notice.

3. Customer Responsibilities

Customer agrees to:

  • Ensure all Authorized Users comply with this Agreement and all applicable laws
  • Maintain the confidentiality and security of account credentials
  • Be responsible for all activities occurring under its account
  • Not use the Cloud Services for any unlawful purpose or in violation of any applicable regulation
  • Not attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Cloud Services
  • Not copy, modify, create derivative works, or sublicense any portion of the Cloud Services
  • Not interfere with or disrupt the integrity or performance of the Cloud Services
  • Not attempt to gain unauthorized access to the Cloud Services or related systems

Customer is solely responsible for the accuracy, legality, and appropriateness of all Content uploaded to or shared through the Cloud Services.

4. Fees and Payment

Customer shall pay the fees set forth in the applicable Order Form or Sign-Up Page, plus all applicable taxes, without offset or deduction. Unless otherwise specified, fees are invoiced in advance and due within thirty (30) days of the invoice date.

Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less). Customer shall be responsible for all reasonable costs of collection, including attorney's fees, incurred by DiligenceVDR in collecting overdue amounts.

DiligenceVDR reserves the right to adjust pricing upon thirty (30) days' written notice prior to the start of any renewal term.

5. Confidential Information

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as permitted under this Agreement. Confidential Information includes, but is not limited to, business plans, technical data, product plans, pricing, customer information, and any information marked as confidential.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is rightfully received from a third party without restriction.

6. Privacy and Data Protection

DiligenceVDR's collection and use of personal information is governed by our Privacy Policy. By using the Cloud Services, Customer acknowledges and agrees to the data practices described therein.

Where Customer is subject to the EU General Data Protection Regulation (GDPR), the parties shall enter into a Data Processing Agreement that governs DiligenceVDR's processing of personal data on behalf of Customer. See our GDPR Compliance page for details.

7. Intellectual Property

Provider IP: DiligenceVDR retains all right, title, and interest in and to the Cloud Services, including all software, technology, algorithms, user interfaces, and documentation. No rights are granted to Customer other than the limited license expressly set forth in this Agreement.

Customer Content: Customer retains all right, title, and interest in and to its Content. Customer grants DiligenceVDR a limited, non-exclusive license to process Content solely as necessary to provide the Cloud Services.

Aggregated Statistics: DiligenceVDR may monitor Customer's use of the Cloud Services and compile aggregated, anonymized data regarding usage patterns ("Aggregated Statistics"). All right, title, and interest in Aggregated Statistics belongs exclusively to DiligenceVDR. Aggregated Statistics will not identify Customer or any individual user.

Feedback: If Customer provides suggestions, ideas, or feedback regarding the Cloud Services, DiligenceVDR may use and incorporate such feedback without any obligation or compensation to Customer.

8. Warranty Disclaimer

THE CLOUD SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. DILIGENCEVDR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DILIGENCEVDR DOES NOT WARRANT THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Notwithstanding the foregoing, DiligenceVDR warrants that it will provide the Cloud Services in a manner consistent with generally accepted industry standards and in compliance with all applicable laws.

9. Indemnification

By Provider: DiligenceVDR shall indemnify, defend, and hold harmless Customer from any third-party claim alleging that the Cloud Services infringe any intellectual property right, provided Customer gives prompt written notice and cooperates in the defense.

By Customer: Customer shall indemnify, defend, and hold harmless DiligenceVDR from any third-party claim arising from: (a) Customer's use of the Cloud Services in violation of this Agreement; (b) Customer's Content; or (c) Customer's violation of applicable law.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

THE AGGREGATE LIABILITY OF DILIGENCEVDR UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Term and Termination

This Agreement commences on the date Customer first accesses the Cloud Services and continues for the subscription term specified in the applicable Order Form. Subscriptions will automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice. DiligenceVDR may terminate immediately upon fifteen (15) days' written notice if Customer fails to pay any undisputed amount when due.

Upon termination, Customer's access to the Cloud Services will cease. Customer may export its Content during a thirty (30) day post-termination period, after which Content will be permanently deleted.

12. Modifications

DiligenceVDR may update these Terms of Service from time to time. We will provide at least thirty (30) days' advance notice of material changes by email or through the Cloud Services. Continued use of the Cloud Services after the effective date of any changes constitutes acceptance of the updated terms. If Customer does not agree to the updated terms, Customer may terminate the Agreement.

13. Export Regulation

Customer agrees to comply with all applicable export control and sanctions laws and regulations, including those of the United States. Customer shall not access or use the Cloud Services from any country or region subject to comprehensive U.S. sanctions, nor provide access to any person or entity on any applicable restricted party list.

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in Denver, Colorado.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, war, terrorism, labor disputes, power outages, internet service disruptions, or third-party service failures.

16. Miscellaneous

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, representations, and understandings. If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision. Customer may not assign this Agreement without DiligenceVDR's prior written consent. DiligenceVDR may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.

17. Contact

For questions about these Terms of Service, please contact:

DiligenceVDR, LLC
Denver, Colorado
Email: legal@diligencevdr.ai