1.

Definitions and Interpretation

“ACCOUNT”

collectively the personal information and credentials used by Users to access Material and/or any Service on the Platform.

“COMPANY”

the 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.

“CONFIDENTIAL INFORMATION”

all non-public proprietary information of Sterling obtained by you in connection with this agreement which: (i) is conspicuously marked or identified as confidential or proprietary; or (ii) is information not so marked or identified but which by its nature or given the circumstances of its disclosure should reasonably be considered confidential. You agree all information regarding the pricing, functionality and performance of the Service is Confidential Information and cannot be used for any purpose not authorized herein or disclosed to any third party without written consent of Sterling.

“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 (sterling.transperfect.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, with all expressions of "we" and "us" referring to Sterling.

“TERMS”

means 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 person 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 in accordance with these Terms and the terms (if any) specified in any applicable Service Agreement, Statement of Work or other similar agreement to license the Platform and on the condition that you use the Platform on a Project basis for lawful purposes only. 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: (a) sell, resell, rent, lease, transfer, distribute, sublicense, assign or otherwise commercially exploit or make available to any third party your rights hereunder or the Platform, Services or the underlying software (the “Software”); (b) "mirror" any Content on any other server or wireless or Internet-based device; (c) modify, adapt or create derivative works of the Platform, Service, Software, Content or documentation; (d) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code; (e) make the functionality available to third parties, whether as an application service provider, or on an outsourcing, membership or subscription, rental, service bureau, cloud service, managed or hosted service, or other similar basis; (f) remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks; (g) use the Content with third-party products or service offerings that Sterling has not identified as compatible with the Software, extract Content or provide Content to a third party; (h) combine or merge any part of the Platform, Service, Software or documentation with or into any other software or documentation, except as provided herein; (i) refer to or otherwise use the Platform, Services or Software as part of any effort to develop software (including any routine, script, code, or program) having any functional attributes, visual expressions or other features similar to those of the Platform, Services or Software or (j) run or operate the Software in a cloud, Internet-based computing or similar on-demand computing environment unless Sterling specifically allows such use. To the extent you upload any Materials to the Platform, you represent and warrant that you own or are a licensee of the Materials and all components thereof.

2.4

Sterling reserves the right, without further obligation or liability, to: (i) vary, change, modify, cancel or discontinue the Platform; (ii) limit, terminate or suspend your use of the Platform; and (iii) impose additional charges for use of the Services.

2.5

This agreement does not grant or confer any benefits or rights to any third party.

3.

Ownership/Intellectual Property

3.1

These Terms, the Platform and all Content included on the Platform, are the property of Sterling, its affiliates or other relevant third parties. You acknowledge that such Content is protected by applicable English, US and international intellectual property and other laws. Sterling and its affiliates retain exclusive ownership in all intellectual property rights in and to the Platform, the Services and all Software, technology and documentation related thereto and reserves all rights, title and interest therein, as well as in any derivative works. You authorize Sterling to use any feedback and ideas you provide in connection with your use of the Platform and the Services for any purpose. The Software, including its object code and source code, whether or not provided to you, is confidential information of Sterling. You may not exercise any right, title and interest in and to the Platform, Services, Software, documentation or any related intellectual property rights, except for the limited usage rights granted herein. You agree that you will take no action inconsistent with Sterling’s or its affiliates’ intellectual property rights. These Terms are not an agreement of sale, and do not transfer any title, intellectual property rights or ownership rights to the Platform, Services, Software or documentation to you. You acknowledge and agree that the Platform, Services, Software, documentation and all ideas, methods, algorithms, formulae, processes and concepts used in developing or incorporated into any of the foregoing, all future upgrades, and all other improvements, revisions, corrections, bug-fixes, hot- fixes, patches, modifications, enhancements, releases, DATs, signature sets, upgrades, and policy and database updates and other updates in, of, or to the Platform, Services, Software or documentation, as applicable, all derivative works based on any of the foregoing, and all copies of the foregoing, are trade secrets and proprietary property of Sterling and its affiliates, having great commercial value to Sterling and its affiliates.

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. You acknowledge that Sterling does not review the Material and that Sterling accepts no responsibility for the accuracy thereof.

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 https://www.adobe.com/legal/licenses-terms.html.

4.4 If you use the Platform in conjunction with third party products, you are responsible for complying with the third-party providers’ terms and conditions and privacy policies, and all such use is at your risk. Sterling does not provide support or guarantee ongoing integration support for products that are not a native part of the Platform or Software. Sterling has not independently tested or evaluated any third-party products. ALL THIRD-PARTY PRODUCTS AND MATERIALS ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STERLING DISCLAIMS ALL LIABILITY FOR ANY CLAIMS, DEMANDS, SUITS OR ACTIONS, UNDER ANY THEORY OF LIABILITY, ARISING OUT OF THE USE OR ATTEMPTS TO USE SUCH THIRD-PARTY PRODUCTS AND MATERIALS.

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:

5.1.1 all information you submit is accurate and truthful;

5.1.2 you have permission to submit User Information where permission may be required; and

5.1.3 you will keep this information accurate and up-to-date.

Your creation of an Account is confirmation of your representation and warranty.

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.

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 for any reason or no reason, at any time.

7.

Privacy

9.

Disclaimers; Limitation of Liability and Indemnification

9.1

By using our Services, you agree that you do so at your own risk.

9.2

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. In no event will Sterling or its licensors be liable for any of the following, regardless of the theory of liability or whether relating to or arising out of this agreement, the Platform, the Services, the Software, the documentation or otherwise, and whether arising in contract, tort or otherwise, even if a party has been advised of the possibility of such damages: (i) indirect, incidental, exemplary, punitive, special or consequential damages; (ii) loss or corruption of data or interrupted or loss of business; or (iii) loss of revenue, profits, goodwill or anticipated sales or savings. All liability of Sterling, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to you and the Company, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed, in the aggregate, the total fees paid for your access to the Platform in the twelve (12) month period before the initial claim. This limitation of liability is cumulative and not per incident. Nothing herein limits or excludes any liability that cannot be limited or excluded under applicable law. The warranties and remedies set forth herein are exclusive and in lieu of all others, oral or written, express or implied.

9.3

Sterling warrants that the Platform and the Services will substantially conform to the applicable documentation for ninety (90) days following the date the Platform and Services are made available for your use. This warranty does not apply if the Platform, Software, or any other equipment upon which the Platform is authorized to be used: (i) has been altered or modified, except by Sterling or its authorized representative; (ii) has not been installed, operated, used, repaired, or maintained in accordance with this agreement, the documentation or instructions supplied by Sterling; (iii) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; (iv) is licensed for beta or trial purposes; (v) has not been provided by Sterling; or (vi) a malfunction in the Platform, Services or Software has been caused by any equipment or software not supplied by Sterling. Sterling accepts no responsibility for the results of any errors, defects and/or other risks associated with the Platform or the Software, including, without limitation, the risk that: (i) a document or its text may be lost or damaged in transmission or (ii) the confidentiality of a document transmitted over the Internet may be breached. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PLATFORM AND SOFTWARE IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SOFTWARE AND SERVICES PERFORMED OR PROVIDED ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND STERLING HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE PLATFORM, SOFTWARE AND SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STERLING OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

9.4

THE SOFTWARE MAY FAIL AND IS NOT DESIGNED, DEVELOPED, TESTED, OR INTENDED TO BE RELIABLE IN THE CONTEXT OF HIGH-RISK SYSTEMS. STERLING HAS NO RESPONSIBILITY FOR, AND YOU WILL INDEMNIFY AND HOLD HARMLESS STERLING FROM, ALL CLAIMS, SUITS, DEMANDS AND PROCEEDINGS ALLEGING, CLAIMING, SEEKING, OR ASSERTING ANY LIABILITY, LOSS, OBLIGATION, RISK, COST, DAMAGE, AWARD, PENALTY, SETTLEMENT, JUDGMENT, FINE OR EXPENSES (INCLUDING ATTORNEY FEES) ARISING FROM OR IN CONNECTION WITH YOUR USE OF THE SOFTWARE ON OR IN A HIGH RISK SYSTEM, INCLUDING THOSE THAT COULD HAVE BEEN PREVENTED BY DEPLOYMENT OF FAIL- SAFE OR FAULT-TOLERANT FEATURES TO THE HIGH RISK SYSTEM, OR ARE BASED ON A CLAIM, ALLEGATION, OR ASSERTION THAT THE FUNCTIONING OF HIGH RISK SYSTEM DEPENDS OR DEPENDED ON THE FUNCTIONING OF THE SOFTWARE, OR THAT THE FAILURE OF THE SOFTWARE CAUSED A HIGH RISK SYSTEM TO FAIL.

9.5

Indemnification

a.               Your Indemnification Obligations. You will unconditionally indemnify and defend Sterling, its affiliates, and their officers, directors, employees, contractors and agents (each a “Sterling Indemnified Party”) against any claims, liabilities and expenses (including court costs and reasonable attorney fees) that a Sterling Indemnified Party incurs as a result of or in connection with any claims arising from: (i) your failure to obtain any consent, authorization or license required for Sterling’s use of data, software, materials, systems, networks or other technology provided by you hereunder; (ii) your use of the Services and/or the reproduction or transmission of material contained therein in a manner not expressly permitted hereunder; (iii) Sterling’s compliance with any technology, designs, instructions or requirements provided by you or a third party on your behalf; (iv) any claims, costs, damages and liabilities whatsoever asserted by any of your representatives; (v) any violation by you of applicable laws; (vi) your compliance with the terms hereof; and (vii) any reasonable costs and attorneys’ fees required for Sterling to respond to a subpoena, court order or other official government inquiry regarding your use of the Services.

b.               Sterling Indemnification Obligations. (i) Sterling will indemnify you and, at Sterling’s election, defend you against a third-party claim asserted against you in a suit or action if the claim is for direct patent infringement, for direct copyright infringement, or for Sterling’s trade secret misappropriation, and the claim is asserted against the Software alone and not in combination with anything else, or solely a combination of Sterling products. (ii) Exclusions: Notwithstanding anything to the contrary herein, Sterling will not indemnify or defend you for claims asserted, in whole or in part, against: (x) technology designs or requirements that you gave to Sterling; or (y) modifications or programming to the Platform or Software that were made by anyone other than Sterling. (iii) Remedies: Sterling may, in its sole discretion and at its own expense, with respect to any Software that is subject to a claim hereunder: (w) procure you the right to continue using the Software; (x) replace the Software with a non-infringing Software; (y) modify the Software so that it becomes non-infringing; or (z) upon termination of the relevant data room or the service agreement , refund the residual value of the purchase price you paid for the infringing Software, depreciated using a straight-line method of depreciation over a three (3) year period from the date of the provision of access to the Software to you.

c.                Indemnification procedure. The indemnified party (Indemnitee) will: (i) provide prompt written notice to the indemnifying party (Indemnitor) of the claim (provided that the failure to provide timely notice that prejudices the Indemnitor will relieve the Indemnitor of its obligations under this section to the extent the Indemnitor has been prejudiced and the failure to provide timely notice will relieve the Indemnitor of any obligation to reimburse the Indemnitee for its attorney’s fees incurred prior to notification); (ii) reasonably cooperate in connection with the defense or settlement of the claim; and (iii) give the Indemnitor sole control over the defense and settlement of the claim, provided that any settlement of a claim will not include a specific performance obligation or admission of liability by the Indemnitee.

d.               Personal and exclusive indemnity. The foregoing indemnities are personal to the parties and may not be transferred anyone. This section states the parties’ entire indemnification obligations, and your exclusive remedy claims involving intellectual property rights.

10.

Modifications

11.

Previous Terms and Conditions

12.

Links to Other Platforms

13.

Links to this Platform

14.

VDR Privacy Notice