End User Terms
WELCOME
This agreement applies as between you, the User of Sterling VDR platform (the “Platform”) and Sterling Technology, the owner(s) of this Service.
Your agreement to comply with and be bound by the terms and conditions below is deemed to occur on your clicking on “Accept” on these terms. If you do not agree to be bound by the terms and conditions, you should click “Decline” and stop using the Platform immediately.
1. |
Definitions and Interpretation |
In these terms and conditions the following terms shall have the meanings given:
“ACCOUNT” |
collectively the personal information and credentials used by Users to access Material and / or any Service on the Platform; |
“ADOBE” |
Adobe Systems Incorporated of 345 Park Avenue San Jose CA 95110-2704 and Adobe Systems Ireland Limited of 4-6 River Walk City West Business Campus Saggart Dublin 24 Ireland; |
“COMPANY” |
the third-party company that Sterling has entered into a separate agreement with, and which has requested for you to be invited to their Project within the Platform to review their documents; |
“CONTENT” |
all trademarks, documents, text, graphics, images, icons, logos, audio, video, software, data compilations and any other form of information incorporated into this Platform; |
“DISCLAIMER” |
the specific terms and conditions governing your use of a Company’s Project data room within this Platform; |
“MATERIAL” |
material that the Company makes available for access in a Project by Users subject to the terms of the appropriate Disclaimer; |
“PLATFORM” |
the website (www.sterlingdatarooms.com) and any sub-domains of this site unless expressly excluded by their own terms and conditions. |
“PROJECT” |
a secure project data room within the Platform that the Company has made available for access by Users subject to the terms of the appropriate Disclaimer; |
“STERLING” |
Sterling Technology Limited operating under its trading name Sterling Data Rooms all expressions "we" and "us" are references to Sterling; |
“SERVICE” |
collectively the Platform and any online facilities, tools, services or information that Sterling makes available through the Platform either now or in the future; |
“TERMS” |
these terms and conditions; |
“USER INFORMATION” |
any personal details required for the access of Material from this Platform. This includes, but is not limited to, name, company, address and phone numbers; |
“USER” / “USERS” |
any third party that accesses the Platform and the expression "you" is a reference to such user. |
2. |
Terms of Use |
2.1 |
Sterling grants you a non-exclusive, non-transferable, worldwide right to use the Service for the specific business purpose of each Project. All rights not expressly granted to you are reserved by Sterling and its affiliates. |
2.2 |
You may not access this Service if you are a direct competitor of Sterling or any of its agents, except with Sterling’s prior written consent. In addition you may not access the Service for the purposes of monitoring availability, performance or functionality or for any other competitive purposes. |
2.3 |
You shall not (i) license, sublicense, rent, lease, loan sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based on the Service or the Content; (iii) "mirror" any Content on any other server or wireless or Internet-based device; (iv) transfer temporarily or permanently any of your rights under these Terms; or (v) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. |
3. |
Ownership/Intellectual Property |
3.1 |
These Terms, and all Content included on the Platform, is the property of Sterling, our affiliates or other relevant third parties. You acknowledge that such Content is protected by applicable English and International intellectual property and other laws. |
3.2 |
You may not reproduce, copy, distribute, store or in any other fashion re-use Content from the Platform unless otherwise indicated on the Platform or unless given express written permission to do so by Sterling. |
4. |
Third Party Intellectual Property and Materials |
4.1 |
The Material accessible on a Project is the property of the Company who has requested that Sterling host their data room on the Platform. |
4.2 |
Accessed Material is subject to the accompanying Disclaimer and is to be used only in accordance with the terms of that Disclaimer. Use without acceptance of a Disclaimer or beyond the terms of such a Disclaimer is prohibited subject to any alternative agreement between you and the Company. |
4.3 |
Access to and use of all Adobe software via the Service is subject to Adobe's end user terms available at http://www.adobe.com/products/eulas. |
5. |
User Accounts |
5.1 |
In order to access Material on this Platform and to use the Services you are required to create an Account which will contain certain User Information which may vary based on your use of the Platform. In using this Platform you represent and warrant that:
Your creation of an Account is confirmation of your representation and warranty. |
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5.2 |
It is recommended that you do not share your Account details, particularly your username and password. Sterling accepts no liability for any losses or damages incurred as a result of your Account details being shared by you. If you use a shared computer, it is recommended that you do not save your Account details anywhere in plain text on the computer or paper notes in the vicinity of the computer. |
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5.3 |
If you have reason to believe that your Account details have been obtained by another without consent, you should contact Sterling immediately to suspend your Account. |
6. |
Termination |
6.1 |
Either Sterling or you may terminate your Account. If Sterling becomes aware of any breach of these Terms, Sterling may terminate your Account and reserves the right to terminate without giving reasons. |
6.2 |
Sterling reserves the right to cancel access to the Platform without stating reasons, at any time. |
6.3 |
Client reserves the right to terminate the agreement without stating reasons, at any time. |
7. |
Privacy |
Use of the Platform is also governed by our Privacy Policy which is available online at https://www.sterlingvdr.com/vdr-privacy-policy.
8. |
Disclaimers and Limitation of Liability |
8.1 |
By using our Services, you agree that you do so at your own risk. |
8.2 |
Whilst every effort is made to keep viruses and similar malicious software or code out of Content, Material, and Services provided by Sterling, Sterling accepts no liability for any damage done by such elements. Users bear the responsibility of ensuring adequate virus protection for their own systems and are advised to make regular and frequent back-ups. |
8.3 |
Nothing in these Terms excludes or restricts Sterling’s liability for fraud or death or personal injury resulting from negligence on the part of Sterling. |
9. |
Modifications |
Sterling reserves the right to change the Platform, its Content or these Terms at any time provided that the service delivered / deliverable to the Client are not prejudiced or of an inferior quality by reason of such change. You will be bound by any changes to the Terms from the first time you use the Platform following the changes. If Sterling is required to make any changes to the Terms, these changes will apply automatically to any current access and any access by you in the future.
10. |
Previous Terms and Conditions |
In the event of any conflict between these Terms and any prior versions thereof, the provisions of these Terms shall prevail unless it is expressly stated otherwise.
11. |
Links to Other Platforms |
This Platform may contain links to other sites. Unless expressly stated, these sites are not under the control of Sterling or that of our affiliates. We assume no responsibility for the content of such Platforms and disclaim liability for any and all forms of loss or damage arising out of the use of them. The inclusion of a link to another site on this Platform does not imply any endorsement of the sites themselves or of those in control of them.
12. |
Links to this Platform |
Those wishing to place a link to this Platform on other sites may do so only to the home page of the site https://vdr.sterlingdatarooms.com without prior permission. Deep linking (i.e. links to specific pages within the site) requires the express permission of Sterling. To find out more please contact us by email at support@sterlingvdr.com.
13. |
VDR Privacy Notice |
The following information is gathered in order to register you on our Virtual Data Room Platform:
This information is used by Sterling to secure and verify your VDR User Account, to provide you with the VDR Services and to contact you regarding service related information or about related products and services that you may be interested in.
Your information will be retained for as long as you remain a user on the platform and will be deleted upon request, once you no longer require access to the VDR.
Any information you upload to the Virtual Data Room, is the responsibility of the organisation who purchased the service for the room that contains this data. As Data Controller, they are in full control of this environment and will be able to provide you with information on how data uploaded to their VDR is controlled and processed.
For information regarding your personal data rights and additional information regarding how we process personal data, please refer to our Privacy Policy found at https://www.sterlingvdr.com/vdr-privacy-policy.
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Tel: +44 (0) 20 7100 9680
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Tel: +1 (800) 916-9858
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Tel: +852 3105 8263
Enquiries: enquiries@sterlingvdr.com
Support: support@sterlingvdr.com