Terms of Service US

1.    DEFINITIONS & INTERPRETATION
1.1.    In this Agreement, unless the context otherwise requires, the following expressions have the meanings given:
"Affiliate"    Any company which is at the relevant time a holding company, affiliate or subsidiary company of the Client or Sterling as appropriate, or a subsidiary company of the ultimate Holding company as appropriate;
“Agreement”    The Services Agreement as appropriate, these Terms of Service and any attached Schedule;
“Client”    The customer named in the Services Agreement and any attached Schedule that Sterling has entered into the Agreement with. The expression "you" are references to "Client";
“Competitor Company”    A company in the business of secure file-sharing;
“Confidential Information”    In relation to either party, any information which is disclosed to that party by the other party (whether or not developed by the other and whether or not expressly marked or otherwise identified as confidential or proprietary) including, without limitation (a) all Materials and information, (b) the Pricing page(s) for the Data Room, (c) pre-existing or new information that relates to all ideas, designs, inventions, processes, technology, research, methods, discoveries, improvements, products or other results of consulting services, (d) trade secrets and know-how, (e) product and technical data (including, without limitation, software, source code, object code, algorithms, hardware configurations and web designs), (f) proprietary rights, (g) business, pricing and financial information, (h) product developments, and (i) customer, vendor and employee information;
“Content”    The Platform, all trademarks, source code, technical information, user documentation, text, graphics, images, icons, logos, audio, video, software, data compilations and any other form of information incorporated into the Platform;
“Costs”    The information set out in the pricing pages containing details of all costs and expenses for the Data Room in accordance with the Agreement;
“Data Room”    A secure electronic site on the Platform that Sterling makes available for Users to access the Materials subject to the terms of the appropriate Disclaimer;
"Disclaimer"    The legal disclaimer governing a User's access to the Data Room and use of Materials;
“Duration”    The initial length of the Agreement in months as defined in the pricing pages of this Agreement;
“High Watermark”    The highest volume of content the Data Room has reached;
"Intellectual Property Rights"    Design rights, trademarks and service marks (in each case whether registered or not), patents, registered designs, copyright, moral rights, rights in database, utility models and similar property rights whether registerable or not, including those subsisting (in any part of the world) in inventions, designs, drawings, writings, documents, performances, computer programs, semi-conductor typographies, business or brand names, domain names, metatags, goodwill or the style or presentation of goods or services and including applications for protection of such rights;
“Live Date”    The date that the Client issues access to the Materials in its Data Room to Users;
“Materials”    Documents and files that belong to the Client which are made available for access in the Data Room;
“Non-convertible files (NCF)”    Any file that the Data Room is unable to apply a page count to upon upload to the Data Room.
“Platform”    The virtual data room website and any sub-domains of this site provided to Client hereunder, unless expressly excluded by their own terms and conditions, as modified or enhanced from time to time by Sterling , including, without limitation, the Data Room, the literal and non-literal expressions of ideas that operate, cause, create, direct, manipulate, access or otherwise affect the Content, whether created or licensed from third parties by Sterling including without limitation, any Intellectual Property Rights in such material;
“Preparation Phase”    The period from when the Data Room is created until either i) parties outside of the Client and their lead adviser are invited into the Data Room, or ii) the Preparation Phase expires, as agreed to by the Parties. The Preparation Phase can also be termed the “Pre-live Phase”;
“Service(s)”    Collectively the Platform, related online and offline facilities, tools, services and information that Sterling makes available to the Client, whether or not through the Platform either now or in the future, including, without limitation, the Services detailed in the Pricing page(s);
“Special Media Files”    Any non-PDF or Microsoft office file.
“Sterling”    Sterling Technology, operating under its trading names Sterling Data Rooms or Sterling VDR. All expressions "we" and "us" are references to Sterling; and
“User/s”    Any Clients and any third-party that accesses the Platform with the approval of the Clients and/or its approved Administrators.
1.2    Unless the context otherwise requires, each reference in this Agreement to:
1.2.1    “Writing”, and any cognate expression, includes a reference to any communication effected by electronic email ("Email");
1.2.2    A “day” is a reference to any day (other than Saturday or Sunday) which is not a bank or public holiday in England;
1.2.3    A “statute”, or a provision of a statute, is a reference to that statute or provision as amended or re-enacted at the relevant time;
1.2.4    A “schedule” is a schedule to the Agreement;
1.2.5    A “clause” or “paragraph” is a reference to a clause of the Agreement (other than the schedules), or a paragraph of the relevant Schedule;
1.2.6    “Parties” means the parties to this Agreement and includes a reference to their respective successors in title and permitted assignees;
1.2.7    A “person” includes any natural person, corporate, unincorporated association, partnership or any other legal entity;
1.2.8    Words importing the singular number include the plural and vice versa; and
1.2.9    Words importing either gender include the other gender.
1.3    The headings in the Agreement are for convenience only and shall not affect its interpretation.
1.4    New content uploaded during the extended hosting period is subject to the full fee in the pricing page(s). In subsequent extended months this content is treated as existing content and subject to the monthly extension fees. 
2.    SCOPE OF SERVICES
2.1.    What Sterling agrees to provide:
2.1.1    The Services to the Client, including, without limitation all services that we make available to you in accordance with the pricing page(s);
2.1.2    Hosting of the Materials in a secure Data Room on the Platform, in accordance with the pricing page(s) for the purpose of establishing and hosting the Data Room.
2.2    In the event that you require any additional services not provided for in the pricing page(s), Sterling may provide such additional services on agreeing the terms thereof with you.  All such additional services that Sterling agrees to provide will be subject to these Terms of Service and agreed in writing by the Client and Sterling.
3.    TERMS OF USE
3.1    Subject to your acceptance of, and compliance with, the Agreement and with the payment requirements for the Services that are set forth in the attached pricing page(s), we hereby grant you a royalty-free, limited, non-exclusive, non-transferable – other than to any direct or indirect holding company or subsidiary of the Client – non-sublicenseable right and license, in and under our Intellectual Property Rights, to access and use the Services, solely in accordance with the terms hereof.
3.2    Sterling grants you a royalty-free, non-exclusive, non-transferable – other than to any direct or indirect holding company or subsidiary of the Client – worldwide right to use the Services for the specific business purpose of the Data Room. All rights not expressly granted to you are reserved by Sterling and its affiliates.
4.    RIGHTS IN CONTENT & MATERIALS
4.1    The Sterling Platform, and other online and offline items and materials delivered by Sterling to the Client hereunder, and all Intellectual Property Rights associated with any of the foregoing, are owned exclusively by Sterling, other than any Materials provided by the Client or any Intellectual Property Rights in any Materials. No right, title or interest in or to any of the same other than the license granted to the Client pursuant to Clause 3.1 is granted, transferred or assigned to the Client by the Agreement or any pricing page(s).
4.2    The Client shall not, and shall not assist, authorise or encourage any third party to:
4.2.1    Use or transmit any Content on or to any other media or network not owned by Sterling;
4.2.2    Reverse engineer, decompile, or disassemble any of the Platform or otherwise attempt to discover any source code or trade secrets related to the Platform;
4.2.3    Distribute, copy, reproduce, license, rent, sell, lease or otherwise transfer any Content belonging to Sterling;
4.2.4    Modify or create derivative works based on any Content belonging to Sterling; or
4.2.5    Remove, obscure or alter any notice of copyright, trademark or other proprietary notices present on or in any Content belonging to Sterling.
4.3    The Materials, logos, trademarks, trade names and copyright materials remain the Client’s sole property.
5.    COPYRIGHT & PROPRIETARY RIGHTS NOTICES
5.1    The Client shall maintain on all copies of the Platform the copyright notices, confidentiality legends, patent markings and other labels (singularly or collectively "Proprietary Rights Notices") in the exact forms reasonably specified in written notices by Sterling. The Client shall not remove or alter any copyright or other Proprietary Rights Notices placed by Sterling.
6.    HOSTING
6.1    The Client shall be responsible for the access to the Materials in the Data Room and the application of any features made available in the Data Room.
6.2    In accordance with the pricing page(s), the Client may delegate the tasks detailed in Clause 6.1 to Sterling for completion; however, Sterling shall not be responsible for reviewing the Materials prior to uploading such Materials into the Data Room.
6.3    The Client agrees to provide clear, written instructions to Sterling whenever tasks are delegated to Sterling.
6.4    It is the responsibility of Users to ensure that all passwords or other identifiers required to be used by them to access the Platform are kept confidential. Sterling accepts no responsibility for any breach of security, damage or loss caused by the Client or any User's failure to maintain such confidentiality.
7.    UPTIME GUARANTEE
7.1    Sterling guarantees to the Client that the Platform shall offer uptime of at least 99% measured on a 12 (twelve) month basis and at least 95% on a calendar month basis.
8.    DURATION OF AGREEMENT & TERMINATION
8.1    The Agreement will remain in effect through the Duration set forth in the pricing page(s), during which the parties agree that Sterling will host the Data Room and provide the Services as described. Where no hosting term is confirmed in writing by the Go-Live date, the shortest duration shall be selected by default. All rights and licenses granted to Client under this Agreement shall terminate immediately upon the expiration or termination of this Agreement. 
8.2    On expiration of the initial Duration as defined in the pricing page(s), the term of this Agreement will be automatically extended for successive rolling one-month periods (subject to the “Termination” sections), on the same terms and conditions as in effect immediately prior to the then current expiration date, unless the Client gives notice of non-extension at least 3 (three) business days before the current expiration date. Data uploaded during the extended hosting period will be subject to the upload fee taken from the pricing table, and the monthly extension fee.
8.3    The term of this Agreement will not be automatically extended if, at the then current expiration of the term, the Client is in material breach of this Agreement.
8.4    Any outstanding fees for Services until the end of the month shall be invoiced at the end of the Agreement.
8.5    Either party may terminate this Agreement by giving written notice to the other party if:
8.5.1    The other party commits any other breach of any of the provisions of the Agreement and, if the breach is capable of remedy, fails to remedy it within 30 (thirty) days after being given written notice, giving full particulars of the breach and requiring it to be remedied;
8.5.2    An encumbrancer takes possession, or (where the other party is a company) a receiver is appointed over, of any of the property or assets of that other party;
8.5.3    The other party makes any voluntary arrangement with his or its creditors or (being a company) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party or notice of intention to appoint an administrator is given by the other party or its directors;
8.5.4    The other party (being an individual or firm) has a bankruptcy order made against him or it or (being a company) goes into liquidation (except for the purposes of amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other party under this Agreement);
8.5.5    The other party ceases, or threatens to cease, to carry on business; or
8.5.6    Anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other party.
8.6    For the purposes of Clause 8.5.1, a breach shall be considered capable of remedy if the party in breach can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence).
8.7    The rights to terminate the Agreement given by this Clause 8 shall not prejudice any other right to remedy of either party in respect of the breach concerned (if any) or any other breach.
9.    CLIENT’S RESPONSIBILITIES
9.1    The Client shall (i) provide all Materials in an acceptable condition for hosting in the Data Room, (ii) furnish information requested by Sterling, (iii) provide adequate access to personnel of the Client and their advisers,
9.2    The Client shall not store, distribute or transmit any viruses or any Material through the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitate illegal activity, depict sexually explicit images or promote unlawful violence, discrimination based on race, gender, colour, religious beliefs, sexual orientation, disability or other illegal activities.
9.3    The Client shall comply with all applicable laws and regulations with respect to its activities under this Agreement.
9.4    During any period in which Services are being performed, and for a period of one (1) year thereafter, neither Client nor any of its parents, affiliates or subsidiaries (nor any of their respective parents, affiliates and subsidiaries) shall, directly or indirectly, solicit the employment of, employ, or contract with, any contractor, vendor or consultant to, or employee of, Sterling or any of its affiliates or subsidiaries with whom Client had contact under this Agreement, directly or indirectly. Client shall promptly notify Sterling with knowledge of any communications with the personnel or independent contractors of Sterling regarding employment, consultation or other contractual or other engagement of any kind.
10.    CONFIDENTIALITY
10.1    Each party undertakes that, except as provided in Clause 10.2 or as authorised in writing by the other party, it shall, at all times during the continuance of this Agreement and for five years after its termination:
10.1.1    Keep confidential all Confidential Information with the same degree of care as recipient accords to its own Confidential Information, but in no case less than reasonable care;
10.1.2    Not disclose any Confidential Information to any other person;
10.1.3    Not use, make copies of, record or in any way part with possession of any Confidential Information for any purpose other than as contemplated by and subject to the terms of the Agreement; and
10.1.4    Ensure that none of its directors, officers, employees, agents or advisers perform any act which, if done by that party, would be a breach of the provisions of 10.1.1 to 10.1.3 above.
10.2    Either party may disclose any Confidential Information to:
10.2.1    Any Affiliate of that party (and shall be liable for any breach of confidentiality by such party);
10.2.1.1    Any governmental or other authority or regulatory body; or
10.2.1.2    Any employee or officer of that party or of any of the aforementioned persons or bodies (and shall be liable for any breach of confidentiality by any such party);
10.2.1.3    To such extent only as is necessary for the purposes contemplated by the Agreement, or as required by law or regulation including the matters of any applicable securities exchange or legal process, and in each case subject to that party first informing the person in question that the Confidential Information is confidential and (except where the disclosure is to any such body as is mentioned in 10.2.1.1 or 10.2.1.2 above) obtaining a written undertaking from the person in question, as nearly as practicable in the terms of this Clause, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and
10.2.2    Use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of the Agreement, or at any time after that date becomes public knowledge through no fault of that party, provided that in doing so that party does not disclose any part of that Confidential Information which is not public knowledge.
10.3    The provisions of this Clause shall continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.
10.4    Privacy. Use of the Platform is also governed by our Privacy Policy which is available at: https://www.sterlingvdr.com/vdr-privacy-policy/
    
10.5    Data Processing Agreement. In the absence of any alternative Data Processing Agreement from the Data Controller, Sterling as the Data Processor, is engaged under Sterling’s standard  Data Processer Agreement, which is available at https://www.sterlingvdr.com/standard-data-processing-agreement

11.    WARRANTIES & INDEMNIFICATION
    The following representations and warranties are provided solely for the benefit of the parties to the Agreement, and no other person or entity.
11.1    Sterling warrants that (i) it shall provide the Services with reasonable skill and care; (ii) the Platform and software it creates or licenses to the Client shall perform reasonably and (iii) it will perform all work called for in compliance with applicable law. The only commitments Sterling makes about its Services (including the content in the Services, the specific functions of the Services, or their reliability, availability, quality, accuracy or ability to meet the Client’s needs) are described in this clause. 11.1.Subject to this clause 11.1, Sterling makes no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding its Services and Sterling disclaims all warranties.  
11.2    The Client warrants that no part of the Data Room, including all Materials provided by the Client, infringes any Intellectual Property Rights of others.
11.3    The Client warrants that it is the owner of all rights in or has obtained any written permission necessary to authorise Sterling's use pursuant to this Agreement of, any part of the Data Room and Materials provided by the Client.
11.4    The Client shall be solely responsible for the adequacy and accuracy of all Materials, information and data provided to Sterling. The Client shall review the accuracy of all Materials, information, and data once Sterling has included the same in the Data Room. The Client shall be solely responsible for the Materials and information within the Data Room and shall be responsible for all changes to the Materials of the Data Room accordingly. Sterling shall not be responsible for screening, policing, editing, or monitoring any Materials added by the Client, or any third party on behalf of the Client, to the Platform or Content. If notified of allegedly infringing, defamatory, damaging, obscene, illegal, or offensive material, Sterling's sole obligation will be to inform the Client of such allegations. The Client shall defend, indemnify, and hold Sterling harmless from all liability and expenses (including but not limited to attorney’s fees) arising from such a claim, unless such liability is due to the wilful default of Sterling carrying out its obligations under the Agreement.
11.5    Sterling Translate and Sterling Redact provided are part of the Services, such services are provided without any warranty or guarantee as to their reliability, quality, accuracy or ability to meet the Client’s needs. The Client hereby acknowledges that it is entirely responsible for checking and ensuring that all redactions and translations that have been provided as part of the Services are accurate and meet the Client’s needs.
11.6    Each party warrants that it has full power to enter into the Agreement, to carry out its obligations under this Agreement and to grant the rights described herein to the other party.
11.7    Client understands the Services, including without limitation the Platform and Data Room, has inherent limitations. Although Sterling has implemented certain measures designed to ensure the proper operation and integrity of the Services, Sterling does not warrant or represent that access to or use of the Services will be error-free, uninterrupted, completely secure, free from viruses, bugs or other harmful code (collectively, “Harmful Code”) or that the use of the Services will meet Client’s requirements. The Services are provided “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”.  In furtherance of the foregoing, and not by way of limitation, Sterling will not be responsible for: (i) impairments caused by: (1) use of the Services in a manner inconsistent with the specifications (as hereinafter defined), or (2) acts within the control of Client, (ii) the inability of Client to access or interact with any other service provider through the Internet, other networks or users that comprise the Internet or the informational or computing resources available through the Internet, (iii) performance impairments caused elsewhere on the Internet, and/or (iv) performance impairments resulting from Client’s use of hardware or software not recommended by Sterling.
11.8


11.9    EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, THE PLATFORM AND OTHER SERVICES ARE PROVIDED “AS IS”. CONTRACTOR EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER RELATED TO THE PRODUCTS AND SERVICES OR OTHERWISE.
Client shall indemnify, defend and hold harmless Sterling from and against any and all claims, damages, losses, judgments, settlements, liabilities, costs and expenses (including reasonable attorneys' fees) relating or arising out of, directly or indirectly, to: (a) any Materials, data or information provided by Client or uploaded to the Platform, and the use of, or access to, such Materials, data and information by Client and/or any third parties,  (b) the breach by Client of this Agreement, or any of Client’s representations, warranties, covenants and agreements contained herein, (c) the use of the Platform by Client not in accordance with this Agreement, and (d) an act or negligence by Client that constitutes a breach of privacy law (e.g. unlawful processing, storage or data leakage). 
12.    LIABILITY
12.1    Except as expressly provided in the Agreement, Sterling and Client shall not be liable to each other or any third party, whether in contract, tort (including negligence) or otherwise for: 
12.1.1    Any amount in excess of the amount paid by the Client to Sterling for any Services in relation to the Data Room during the agreed Duration prior to the event giving rise to the alleged claim, with a maximum limit of $100,000 (one-hundred thousand dollars); or
12.1.2    Any loss of revenue, business contracts, anticipated savings or profits, or any loss of use of facilities, loss of or corruption to data; or
12.1.3    Any special, indirect or consequential loss howsoever arising.
12.2    In Clause 12.1.2 “anticipated savings” means any expense which either party expects to avoid incurring or to incur in a lesser amount than would otherwise have been the case by reason of the use of the Services and facilities provided by Sterling under the Agreement.
Neither party shall be liable to the other party for special, incidental, indirect, consequential, exemplary damages or for direct or indirect loss of profits, revenue or goodwill, arising out of or in any manner connected with the Agreement or the subject matter hereof, regardless of the form of action or whether or not such party has been informed of, or otherwise might have anticipated, the possibility of such damages.
12.3    Sterling confirms that it has and will maintain in force insurance to meet the liabilities accepted by it under this Agreement and will on the Client’s reasonable request provide satisfactory evidence of such insurance.
12.4    Neither party's liability for (a) death or personal injury arising out of that party's negligence, (b) breach of confidentiality obligations or (c) breach of data privacy obligations shall be limited by this Clause 12.
13.    PAYMENT
13.1    Sterling shall invoice the Client detailed on the Services Agreement for the work in accordance with the pricing page(s) attached to this Agreement.
13.2    The content uploaded during the Preparation Phase (aka the Pre-Live Phase) will be invoiced once the Preparation Phase has ended. The value of the data uploaded during the Preparation Phase will be based on the High Watermark level. If the Data Room closes during the Preparation Phase the Client will also be invoiced on the same basis. Content includes, but is not limited to: files uploaded to the index, files in the recycle bin and files attached to questions or answers.
13.3    The Client, or any holding companies or subsidiaries, detailed on the Services Agreement shall be liable for payment of all invoices within the payment terms below.
13.4    Invoicing
13.4.1    The initial invoice for the Data Room shall be issued to the Client upon the earlier of the Live-Date or the end of the Preparation Phase. Monthly invoices shall be issued upon new data uploaded. Invoices shall be payable within 30 (thirty) days of receipt of the invoice. Any amounts payable to any aggregator, third party vendor manager, business process outsourcing company or other third party retained by Client which charges a fee for the processing and/or payment of any invoice payable to Sterling shall either be paid directly by the Client or added to the amount of Client’s invoice and paid along with the other amounts set forth in such invoice. In the event of any dispute regarding a portion of an invoice, the undisputed portion shall be paid as provided herein. Collection of related payments from any third party (including, without limitation, any client of the Client) is solely Client’s responsibility and shall not affect or impair Client’s payment obligation to Sterling. 
13.4.2    If the Client is overdue for any payment beyond the above period in Clause 13.4.1, Sterling shall have the right to temporarily close the Data Room(s) until all outstanding invoices are settled in full.
13.4.3    Should the Client also be late for more than 20 (twenty) business days in any payment provided for in the Agreement, the Client shall pay to Sterling interest on the payment (both before and after judgment) at the rate of ten percent (10%) per annum. In the event Client fails to make any payment due under this Agreement, Client shall reimburse Sterling for its fees, expenses and costs of collection, including without limitation, arbitration and court costs and reasonable attorneys’ fees.
13.5    The Client agrees to pay all courier and shipment costs for any archives requested.
14.    EFFECTS OF TERMINATION
    On termination of the Agreement for any reason:
14.1    Access to the Platform by the Client and Users shall automatically cease;
14.2    All related data is permanently deleted from our servers within 30 days of termination;
14.3    Any sum owing by the Client to Sterling under any of the provisions of the Agreement shall be immediately payable and the Client will pay Sterling for all unpaid invoices and uncompensated costs and expenses up to the date of termination;
14.4    Each party shall forthwith cease to use, either directly or indirectly, any Confidential Information, and shall forthwith return to the other party any documents in its possession or control which contain or record any Confidential Information;
14.5    Sterling shall provide Data Room archives for the Client upon request;
14.6    Any provision of this Agreement which is expressed to continue in force after termination shall continue in full force and effect; and
14.7    Subject as provided in this Clause and except in respect of any accrued rights, neither party shall be under any further obligation to the other.
15.    NATURE OF AGREEMENT
15.1    Each party shall be entitled to perform any of the obligations undertaken by it and to exercise any rights granted to it under the Agreement through any Affiliate, provided that any act or omission of such Affiliate shall, for all the purposes of this Agreement, be deemed to be the act or omission of the party in question.
15.2    Subject to Clause 15.1 the Agreement is personal to the parties and neither party may assign or sublicense any of its rights hereunder.
15.3    Nothing in the Agreement shall create, or be deemed to create, a partnership, or the relationship of principal and agent, between the parties.
15.4    The Agreement contains the entire agreement between the parties with respect to each of its subject matter and may not be modified except by an instrument in writing signed by a duly authorised representative of the parties. The terms hereof which by their nature are intended to extend beyond termination of this Agreement shall survive termination of this Agreement for any reason.
15.5    Each party acknowledges that, in entering into the Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in the Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
15.6    No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of the Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
15.7    If any provision of the Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the Agreement shall continue to be valid as to its other provisions and the remainder of the affected provision.
15.8    It is expressly agreed that a material breach or threatened breach of this Agreement shall cause irreparable harm to the parties and that a remedy at law would be inadequate. Therefore, in addition to any and all remedies available at law, the parties hereby agree that the other party shall be entitled to timely injunctive relief or other equitable remedies to protect its rights under this Agreement, in addition to any and all other remedies available at law, without the necessity of posting a bond or other security and without the necessity of showing actual monetary damages.
16.    NOTICES & SERVICES
16.1    Any notice or other information required or authorized by this Agreement to be given by either party to the other shall be given by:
16.1.1    Email; or
16.1.2    Pre-paid registered mail.
16.2    Any notice or information sent by email or comparable means of communication shall be deemed to have been duly given on the date of transmission, provided that a confirming copy of it is sent as provided in Clause 16.1.2 to the other party at the addresses provided in the Service Agreement within 24 hours after transmission. Any notice/information sent by pre-paid registered mail shall be deemed given two days after posting.
16.3    Service of any document for the purposes of any legal proceedings concerning or arising out of this Agreement shall be effected by either party by causing it to be delivered to the other party at its registered or principal office, or to such other address as may be notified to it by the other party in writing from time to time.
17.    MISCELLANEOUS
17.1    Each party shall from time to time (both during the continuance of the Agreement and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of the Agreement.
17.2    The parties shall bear their own costs of and incidental to the preparation, execution and implementation of the Agreement.
17.3    This Agreement may be executed in a number of counterparts and shall come into force once each party has executed such a counterpart in identical form and exchanged the same with the other party. Nothing in this Agreement shall be deemed or construed to create a joint venture, partnership, agency or other relationship between the parties for any purpose. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, arrangements, representations and communications (whether oral or written), regarding the subject matter hereof. Client is entering into this Agreement solely based upon the agreements and representations contained herein for its own purposes and not for the benefit of any third party. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which when taken together shall constitute one and the same instrument. Signatures on this Agreement done via electronic signature or transmitted via portable document format (pdf) file sent by electronic mail shall be deemed the same as original signatures. If any part of this Agreement is held to be invalid or unenforceable, such term or provision shall not affect the other terms or provisions of this Agreement, but such term or provision shall be deemed modified solely to the extent necessary to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and the agreements of the parties, and the remainder of this Agreement will remain in full force and effect. No waiver of any breach or failure to enforce any term of this Agreement and no course of dealing between the parties shall be deemed or construed as a waiver of any subsequent breach of this Agreement. No waiver may be valid against any party hereto unless made in writing and signed by the party against whom enforcement of such waiver is sought and then only to the extent expressly specified therein. The following sections shall survive the termination or non-renewal of this Agreement: Rights in Content & Materials; Copyright & Proprietary Rights Notices; Confidentiality; Liability; Payment; Notices & Services; Miscellaneous; Arbitration; and Applicable Law & Jurisdiction.
17.4    Upon Data Room completion and the Data Room becoming public knowledge in the public domain, Sterling may reference the Customer’s name in marketing materials.
17.5    Sterling withhold the right to refuse Competitor Companies entry into data rooms.
17.6    Contractor shall make available to the Client each new Update (as defined below) at no additional software charge at such time as such Update is made generally available to Contractor’s customers, provided that Client is current with its fees for such Licensed Software. Such Updates include New Releases (as defined below), but not new products for which there is a separate charge. Contractor may also provide “Patch Releases” that Contractor, in its sole discretion, makes available. Patch Releases are intended to address material deviations between the Licensed Software and the user manual description until an Update can be made available. Client may install Patch Releases at Client’s option. Contractor shall support the then-current release (as designated by the digit to the left of the decimal point) of the Licensed Software and the one-just-prior release, unless otherwise specified. “Update” means a new version of the Licensed Software which has enhancements, improvements, and bug fixes and which is designated by a change in the version number to the right of the decimal point. The term “New Release” means a new version of the Licensed Software which has substantial new functionality and which is designated by a change in the version number.
18.    ARBITRATION
18.1    Subject to Clause 18.2, any dispute, difference or disagreement between the parties arising out of, or in connection with this Agreement, shall be settled by binding arbitration before a single arbitrator, which shall take place within New York County, New York to be administered by JAMS, Inc. (“JAMS”).  The parties agree to cooperate with each other and JAMS to select the arbitrator within two (2) weeks after the filing of the arbitration demand. The substantive and procedural laws of the State of New York shall apply to and govern any such arbitration. Except as may be required by law or in connection with enforcing this arbitration clause or any award, order or decision pursuant to such an arbitration, the existence, content and results of any arbitration hereunder shall not be disclosed without the prior written consent of both parties, which such consent may be withheld, delayed or conditioned for any reason or no reason. Any petition, motion, or other proceeding concerning any aspect of arbitration, including any related to arbitrability or the scope or applicability of this Agreement to arbitrate, shall be exclusively subject to the provisions of this section. 
18.2    Clause 18.1 shall not:
18.2.1    Apply to any dispute, difference or disagreement in respect of which the provisions of this Agreement specify the consequences; or
18.2.2    Preclude the making of an application to the Court for injunctive relief.
19.    APPLICABLE LAW & JURISDICTION
19.1    The validity, interpretation, and enforcement of, and any dispute or controversy arising out of or relating to the making or performance of, this Agreement shall be construed and governed by the laws of the State of New York, without regard to its conflicts of law principles. Any and all claims arising under or relating directly or indirectly to this Agreement not subject to Section 18 above, whether sounding in contract or tort, shall be exclusively brought in and subject to the exclusive jurisdiction of the State or Federal courts that are located in the State of New York and County of New York. Any such claim that is filed in any other court shall be conclusively deemed as violating this mandatory forum selection clause and the intent of the parties. The United Nations Convention on Contracts for the International Sale of Goods is expressly and entirely excluded and will not apply to this Agreement. The parties waive any right to a trial by jury for any disputes arising out of or relating to this Agreement.