Basic Plan Agreement

TERMS AND CONDITIONS OF SERVICE, SUBSCRIPTION PLAN “BASIC”
These Terms and Conditions of Service, Subscription Plan “Basic”, are entered into as of the date set forth in the Letter of Agreement, by and between the Client and iDeals Solutions Group with its business address at: 44 Wall street, 12th floor, unit 1204, New York, NY 10005, USA (“iDeals”) (each, a “Party”, and together, the “Parties”).
1. DEFINITIONS

iDeals Virtual Data Room Delivery Agreement (the “Agreement”):Letter(s) of Agreement signed by the Client and these Terms and Conditions of Service, Subscription Plan “Basic”.
Binary files:files that cannot be available for secure viewing and printing. Only files of type *.pdf, *.txt, *.doc, *.docx, *.xls, *.xlsx, *.ppt, *.pptx, *.pub, *.rtf, *.htm, *.html, *.mht, *.jpg, *.jpeg, *.jpe, *.gif, *.bmp, *.png, *.tif, *.tiff, *.wmf can be supported for secure viewing and printing. Binary files may be opened only in original format and can’t have any security restrictions. Such files are encrypted with 256-bit TLS during transfer to/from the server.
Client Data:any documents or information, whether in printed or electronic format, provided by or on behalf of the Client for the purposes of the Services, including documents and information chosen by or on behalf of the Client to be uploaded to the Data Room.
Data Room Index:the architecture for the Data Room files, provided by or on behalf of the Client in order to organize the information within the Data Room so that the documents can be consulted by the targeted Users.
Administrators (also referred to as Deal Managers):those Users, designated by the Client in writing, who act as administrators of the Data Room and have the authority to manage Data Room in relation to the Services. Throughout the entire duration of the Project, they will be in a position to guide the Data Room in terms of strategy.
iDealsTM VDR: (the “Data Room”)iDeals’ proprietary database through which authorized Users may process, store, access and communicate various kinds of documents, all in electronic format, intended for the purposes of the Project.
Letter of Agreementa written instrument confirming the order for Services. Each duly executed Letter of Agreement shall be incorporated into and become a part of the Agreement between the Parties.
Project:the Client’s on-going business for which purpose the Data Room is opened and Services are provided.
Solution:the software developed and operated by iDeals for the deployment and functioning of electronic data rooms.
Users:the individuals, identified in writing by or on behalf of the Client, who have permission to access the Data Room to review the Client Data.

2. iDEALS’ SERVICES

  1. 2.1. As a part of “Basic” subscription plan iDeals will provide the following Services necessary to make the Client Data available for access and use by Users for the specific business purpose:
    • deployment of one Data Room (1 Project);
    • uploading up to 1 GB of Client Data to the Data Room and its storage in a specific order (user-friendly or in accordance with other Client’s requirements);
    • designation of up to five (5) Deal Managers (Administrators) by the Client;
    • invitation of up to twenty (20) Users by the Client/Deal Managers;
    • technical maintenance of the Data Room 24 hours per day, 7 days per week;
    • ensuring guaranteed access (24×7) to the Data Room via Internet on PC, Mac and tablet computers,
    • ensuring document management services:
      • conversion of all major file formats (AutoCAD and video files are not supported),
      • drag and drop upload,
      • desktop upload and sync,
      • bulk operations,
      • automatic index numbering,
      • file versions,
      • file merging;
    • ensuring the following document security options for protection of Client Data:
      • granular document permissions,
      • view-only access,
      • dynamic watermarks;
    • ensuring the following user management options:
      • single or bulk user invitation,
      • roles and groups management,
      • granular user access control,
      • access expiration by time;
    • ensuring tracking and reports:
      • track user activity,
      • detailed audit trail,
      • graphic reports,
      • summary reports,
      • export to excel;
    • ensuring functionality of the following features:
      • email alerts,
      • notes & comments,
      • link sharing,
      • multilingual access,
      • desktop sync,
      • mobile access,
      • mobile apps for ios & android,
      • scroll-through document viewer,
      • secure spreadsheet viewer;
    • ensuring security and availability:
      • data hosting locations (United States, Europe & Asia),
      • 99.95% uptime,
      • complex password policies,
      • two-factor authentication;
    • provision of trainings and support services:
      • ensuring operation of Help Center;
      • customer support via e-mail,
      • support in English.

    2.2. Additional services available to the Client are indicated below. All Additional services will be undertaken at iDeals’ then current rates.

    • deployment of additional Data Rooms (additional Projects);
    • designation of additional Deal Managers (Administrators);
    • invitation of additional Users;
    • uploading additional Client Data to the Data Room and its storage.

3. SECURITY OF CLIENT DATA

  1. 3.1. iDeals undertakes to maintain security and confidentiality of the Client Data entrusted to it for the purposes of the Services. The security and confidentiality will be ensured by means of the following Data Room security features:
    1. Each User will be identified by username and password (the “User ID”).
    2. Two-factor authentication. Standard password protected access to the Data Room can be further tightened through the use of a one-time randomly generated SMS code, sent to the authorized User’s mobile phone and required for that user and current session only;
    3. Document Access Permissions. iDeals offers tools (i.e. restriction of access to the menu, toolbar and right-click methods of copying text) that allow a group-based definition of access permissions for all Users. Given the role of each group of Users the Client/Deal Managers will be able to allow or restrict viewing, copying, printing, downloading of source documents (either in secured or in original format) and uploading documents, as well as to restrict group access to the Client Data by level, date and IP-address.
    4. File formats support. Every non-binary electronic document is supported for applying document access permissions such as viewing and printing. All non-binary data both uploaded to the Data Room server and downloaded from the server is encrypted with 256-bit TLS on a transfer level and when displaying/printing with AES 256-bit. Non-binary secure file formats *.xls, *.xlsx have additional security features such as: hidden formulas, secure formulas display mode with copy restriction.
    5. Watermarking. Each document page viewed by a User is stamped with a dynamically embedded watermark to prevent camera-based attacks. The watermark displays the User’s name, company, IP address, date and time of access. The watermark will not interfere with the ability to read the document as it will only appear in the background of each page.

    3.2. All access permissions and security options are managed by the Client/Deal Manager by means of tools provided in the Data Room. iDeals can change access permissions and customize security options only on Client/Deal Manager’s written request.

    3.3. The Client and Users shall be responsible for ensuring confidentiality of their respective User IDs. In no event iDeals shall be liable for a breach of confidentiality provisions to the extent such breach is a result of the Client or a User failing to maintain the confidentiality of its User ID or other failing to fulfill its security and confidentiality obligations.

4. DATA ROOM SET UP

  1. 4.1. iDeals will adapt settings of the Data Room in accordance with the Client/Deal Manager’s specifications.
  2. 4.2. The Client uploads data to the Data Room.
  3. 4.3. Starting from the date decided by the Client/Deal Manager, iDeals shall allow Users access to the Data Room 24 hours a day, 7 days a week, during the term of Services.
  4. 4.4. The Client/Deal Manager shall provide iDeals with a list of Users together with their contact details and e-mails and respective access rights to the Data Room. This list may be changed by the Client /Deal Manager at any time (by deleting Users from the list, or adding new Users, or limiting/increasing certain Users’ access rights) by sending a written request to iDeals.

5. PROJECT MANAGEMENT

  1. The Client will appoint Deal Managers (Administrators) who will be provided with User IDs and initial passwords to access the Data Room, manage Client Data and to permit other Users to access and use the Client Data the way they were authorized by a Deal Manager. Client authorizes iDeals to act on instructions provided by its Deal Managers (Administrators) with respect to provision of Services, the management of Data Room and Client Data. Client acknowledges its Deal Managers will be granted “administrator” access rights to the Data Room and provided with monitoring, statistics and control tools, both in the setup phase and after the Data Room is opened to Users, which implies the Deal Manager will, among other things, be entitled to permit other Users to access to the Data Room, manage Users’ access rights to Client Data, upload and manage Client Data, identify, coordinate and organise Users taking part in the “Questions & Answers” exchanges”, chose optional services to be provided. Deal Manager(s)(Administrator(s)) will ensure that iDeals will receive the documents and information that are essential to the Project and the provision of the Services.

6. CLIENT’S REPRESENTATIONS

  1. The Client represents and warrants that:
    1. it has all necessary right in and to the Client Data to be provided to iDeals and/or uploaded to the Data Room;
    2. it will not upload and distribute by means of the Data Room any files which content violates the applicable laws and regulation or rights of any third person,
    3. its execution and performance of the Agreement does not and will not violate any applicable law, regulation, a decision of any governmental and judicial authority or third party rights in any respect.

7. iDEALS’ COMMITMENTS AND REPRESENTATIONS

  1. 7.1. iDeals represents and warrants that:
    1. during the provision of Services it will use the state of the art technologies and the Services will be provided in accordance with the modern industry standards and that all detected defects will be eliminated in due time;
    2. Data Room is reasonably designed for the secure storage and distribution of Client Data;
    3. it has obtained any and all valid software licenses for any of the software it uses to perform its Services.

    7.2. iDeals will avoid any corruption or other changes of contents of Client Data, if these are not coordinated with the Client, while processing and uploading the documents to the Data Room. In case such corruption or changes are discovered it shall immediately eliminate them.

    7.3. iDeals shall not subcontract all or part of the Services, unless prior written agreement is given by the Client, apart from subcontracting datacentres hosting facilities and scanning, where appropriate.

8. OWNERSHIP

8.1. Ownership of Client Data. iDeals will generate a large number of electronic documents for distribution in the Data Room. As these documents are generated solely from information provided by the Client, Client acknowledges and agrees that iDeals shall not be responsible as to the content of the aforesaid documents, their modification, use or publication by any User or any third party (other than iDeals’ employees and subcontractors). iDeals claims no intellectual property right in the documents whatsoever and, consequently, will release “free from any right” the digital documents on a physical medium at the termination of the Agreement.

8.2. Ownership of Solution. iDeals owns and shall retain all right, title, and interest in and to the Solution, all technical and operational components thereof, including without limitation all related applications, user interface designs, processes, methods, know-how and other work supports, software and source code, and any and all future enhancements or modifications thereto, and all intellectual property rights therein. iDeals does not grant license or other authorisation of its copyrightable material, trademarks, service marks or other intellectual property to Client or its Users other than as provided in the Agreement. Neither Client nor the Users shall attempt to reverse compile, reverse engineer or disassemble, duplicate, modify, distribute or otherwise commercially exploit any element of the Solution, modify or make derivative works based upon the Solution or use the Solution in any manner incompatible with the terns and conditions of the Agreement.

9. INDEMNIFICATION

9.1. iDeals will indemnify, defend and hold harmless the Client, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to any claim that the Solution infringes any intellectual property right of a third party. iDeals shall not be liable in case such claim is based on any modification of the Solution conducted by or on behalf of the Client or any User.

9.2. The Client will indemnify, defend and hold harmless iDeals, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to (i) any material breach by the Client of this Agreement including without limitation any breach of its representations, or (ii) any use of the Client Data by the Client and Users in violation of the intellectual property, privacy or other proprietary rights of any third party or in violation of any applicable laws, rules and/or ordinances.

9.3. The party seeking indemnification shall notify the other party promptly, but in any event no later than within 30 (thirty) days of any such action, claim or proceeding and shall cooperate fully with the indemnifying party in the defense of any such claim. The indemnifying party shall have sole control of the defense of any such action and all negotiations for its settlement or compromise, provided that such settlement or compromise shall not interfere with iDeals’ provision of the Services. The indemnified party shall make no admission of liability or settle any claim without the prior written agreement of the indemnifying party.

10. CONFIDENTIALITY

10.1. “Confidential Information” means any and all information disclosed by or at the direction of either party to the other in connection with the provision or use of the Services under the Agreement, irrespective of any confidentiality requirement from a disclosing party, presence or absence of the confidentiality label on the information, form of the information, or its content.

10.2. was known to it prior to the information’s disclosure in connection with provision or use of the Services;

1. was known to it prior to the information’s disclosure in connection with provision or use of the Services;
2. is or becomes generally available to the public through no act or default on the part of the receiving party, its employees and subcontractors;
3. was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential;
4. was independently developed by the receiving party, without the use of any Confidential Information; or
5. is required to be disclosed pursuant to, or by, any applicable laws, rules, regulatory authority, court order or other legal process, provided that the Receiving Party shall, promptly upon learning that such disclosure is required, give written notice of such disclosure to the Disclosing Party.

10.3. Both parties undertake to use reasonable measures to safeguard the Confidential Information of the other party. Neither party will at any time without the prior written consent of the other party publish, disseminate, duplicate or use, directly or indirectly, Confidential Information of the other party for any purposes other than to fulfil its obligations under the Agreement. Neither party will disclose, in whole or in part, the other party’s Confidential Information to any person, except to Users, employees or subcontractors who require such access to fulfill the purposes of the Agreement (the “Authorised Purpose”). Either Party will ensure that its employees and subcontractors are under obligations of confidentiality which are no less onerous than those contained in this Agreement including, but not limited to, the use of the Confidential Information for the Authorised Purpose only.

10.4. The obligations undertaken by the Parties in compliance with this Article shall survive any expiration or termination of the Agreement.

iDeals undertakes to hold all of the Confidential information of the Client in strict confidence during the term of the Agreement and 5 years after its termination.

11. LIMITATION OF LIABILITY

11.1. iDeals shall not be liable in respect for any damages, losses or expenses where the same are caused by the acts or omissions of the Client or Users, including any failure by the same to observe iDeals’ rules or directions as to use of the Data Room or any other failure to observe their obligations under this Agreement.

11.2. The Client will either retain a complete set of documents delivered to iDeals or hold iDeals harmless for any loss or damage incurred to documents during shipment, storage or use, unless such loss or damage occurred as a result of iDeals’ negligence or willful misconduct.

11.3. While iDeals shall use all reasonable endeavours to ensure that the Data Room is open for access by Users at all times, the parties acknowledge that given the nature of the Internet and the technology involved iDeals is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser producers etc.).

11.4. iDeals shall not be liable to the Client and/or to any third parties for any loss of profit, loss of revenue, loss of business, loss of data, loss of contract and for any indirect, incidental, consequential, special or exemplary damages even if iDeals has been advised of the possibility of such damages and in no event will the entire liability of iDeals under this Agreement exceed, in the aggregate, the total amount of fees paid or becoming due under the Agreement in the twelve (12) month period immediately preceding the event giving rise to such liability.
These limitations apply regardless of the basis on which iDeals’ liability arises, whether in contract, tort (including negligence), in equity, under statute or on any other basis.
11.5. No action, regardless of form, arising out of or related to the Agreement may be brought by the Client more than twelve (12) months after the cause of action first arose. This section 11 shall survive termination or expiration of the Agreement.

12. TERMINATION

  1. 12.1. This Agreement may be terminated:
    1. by Client, upon 5 (five) business days’ written notice for any or no reason; in this case the subscription fee or the extension fee for the current follow-on period is not refundable to the Client.
    2. by iDeals, upon 5 (five) business days’ written notice if the Client breaches any material obligation under the Agreement (including but not limited to payment obligations) and fails to remedy such breach within 15 (fifteen) calendar days;
    3. in compliance with a court decision – on the day the decision will become final, unless otherwise is provided for by such decision; or
    4. by either Party, upon 3 (three) business days’ written notice if the other Party becomes insolvent or the subject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter.

    12.2. Upon termination or expiration of this Agreement:

    1. iDeals terminates access of the Client and its End Users to the Data Room;
    2. after payment in full for the Services performed up to and including the date of termination, the iDeals upon the Client’s written request will return all materials contained in the Data Room to the Client on a USB flash drive (extra charge);
    3. iDeals will delete all the Client Data from its hosting system on the written request made by the Client/Deal Manager;
    4. all remaining copies of any Confidential information of one party then in the possession of the other party shall, at the direction of such party, be destroyed or returned to the disclosing party; and
    5. all rights and obligations pursuant to Sections 8 (Ownership); 9 (Indemnification); 10 (Confidentiality); 11 (Limitation of Liability); 12(2) (Rights and Obligations on Termination); and 13 (Miscellaneous) will survive termination of the Agreement.

    12.3. The Client may request iDeals to restore its Data Room within three years after the Agreement expired or terminated. Such renewal shall be initiated by the Client with written request to iDeals and shall be effected by means of execution of an addendum hereto. In case of the Data Room restoration the Client will be charged a fee in accordance with the rates indicated in the Letter of Agreement. iDeals reserves the right to amend financial terms of Agreement as of the date of the Agreement renewal. The remaining terms and conditions of the Agreement will remain the same unless otherwise agreed between the Parties hereto.

13. MISCELLANEOUS

13.1. Applicable law and disputes. This Agreement will be governed and construed in accordance with the laws of the Commonwealth of Virginia even if one of the Parties is of foreign registration or nationality and/or the Agreement is performed abroad in full or in part. Any disputes or disagreements arising in relation to performance of the Agreement which cannot be resolved amicably will be settled exclusively by arbitration in Virginia courts.
In the event a dispute arises under this Agreement, the prevailing party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.

13.2. Force majeure. Neither Party shall be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its respective obligations in relation to this Agreement, if the delay or failure was due to any cause beyond its reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes or industrial actions or trade disputes (whether involving employees of either Party).

13.3. Assignment. Neither party to this Agreement may assign or delegate any part of this Agreement without prior notice to and the express written consent of the other, which consent may not be unreasonably withheld

13.4. Modification of Agreement. No subsequent document or modification of Agreement, whatever form this takes, will come into effect between the parties without assuming the form of written instrument duly dated and signed by the parties.

13.5. Severability. If any one of the stipulations of this Agreement were proven null and void in the eyes of a current rule of law or a legal decision that has become final, such stipulation shall be severed from this Agreement, without however leading to the nullity of the Agreement or altering the validity of its other provisions.

13.6. Listing and communication. The Client authorises iDeals to mention Client as a customer, to use its trade name, trademarks, service marks or images (graphic symbol/logo) and/or to publish customer feedback of its representatives on iDeals’ products and services in iDeals’ marketing, promotional or advertising materials and on iDeals’ website.
iDeals may communicate about the Project once it has been made public, with any statement made being subject to the prior approval of the Client.