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Terms of use

1. Description

Ideals VDR includes the website https://www.idealsvdr.com/ and all other Ideals’ domains included within this website  (“Website”), the software provided by Ideals to offer services related to the Website (“Application”) and provides the possibility to  secure storage and exchange of confidential business information (the “Ideals VDR”).

Ideals VDR is provided by one of the Ideals Group of companies (“Ideals“) to any individual  (“you”) authorized to use Ideals VDR by a legal entity that concluded an agreement with Ideals. Your use of Ideals VDR is subject to these Terms of Use, the Privacy Policy, Cookie Policy, and GDPR Policy.

Access to certain features of Ideals VDR, including API-based functionality, integrations, connectors, or Model Context Protocol (MCP)-enabled functionality, may be made available to you by the legal entity that authorized your use of Ideals VDR, including where you are an invited user and not a Corporate Account Owner or Corporate Account Manager, but only to the extent such functionality has been enabled for your account, project, group, role, or permissions.

To the maximum extent permitted by law, Ideals VDR is provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory, and Ideals hereby expressly disclaims any and all implied warranties, including, but not limited to, those of merchantability, fitness for a particular purpose. You agree that Ideals VDR may contain technical inaccuracies or typographical errors.

2. Acceptance of terms

By accepting or using Ideals VDR you agree to comply with and be bound by these Terms of Use (the “Terms of Use“). If you do not agree to these Terms of Use, please do not use Ideals VDR.

3. Prohibited use

You can use Ideals VDR only for its intended purpose as described in this Terms of Use. You shall not: 

  • use Ideals VDR for any purpose that is unlawful, prohibited by these Terms of Use; 
  • access or attempt to access Ideals VDR by any means other than through the means provided by Ideals;
  • use or attempt to use another user’s Personal Account, password, or system without authorization from Ideals;
  • access or attempt to access any User Content, which you are not authorized to access;
  • be engaged in any activity that disrupts or interferes with Ideals VDR (or the servers and networks which are connected to Ideals VDR);
  • upload, post, or otherwise transmit through Ideals VDR any viruses or other harmful, disruptive, or destructive files or use any third-party software that intercepts, “mines”, or otherwise collects information from or through the Ideals VDR;
  • institute, assist, or become involved in an attack upon any Ideals’ server or otherwise attempt to disrupt the Ideals’ servers; 
  • exploit vulnerabilities or defects in security procedures and security controls of Ideals VDR in order to cause damage or to obtain unauthorized access to the information stored in any system;
  • use Ideals VDR if you are a competitor of Ideals;
  • invoke, interact with, or attempt to use any integration or AI-powered tool that has not been approved and enabled for your account by a Corporate Account Owner, Corporate Account Manager or, for Data Room, by a Data Room Administrators;
  • use any integration or AI-powered tool in a manner that exceeds the scope approved for your account and Data Room, or attempt to circumvent, bypass, or expand the permissions or access controls configured within Ideals VDR;
  • rely on or act upon outputs of AI-powered tools or automated agents without exercising your own independent judgment and verification, where the action in question could have significant or irreversible consequences.
  • use any API, integration, connector, MCP-enabled functionality, or third-party AI agent connected to Ideals VDR to access, extract, transmit, share, or process User Content beyond the permissions granted to you, or in breach of the instructions, policies, or restrictions established by the legal entity that authorized your use of Ideals VDR.

Any attempt by you to damage Ideals’ servers or undermine the legitimate operation of Ideals is a violation of criminal and civil laws and, should such an attempt be made or assistance for such an attack be provided, Ideals reserves the right to seek damages from any such user to the fullest extent permitted by law. 

4. Your passwords and personal account security

You are required to create a Personal Account with Ideals (“Personal Account”) in order to use Ideals VDR. You agree to submit accurate, current, and complete information about you and promptly update such information. 

You agree and understand that you are responsible for maintaining the confidentiality of all usernames and passwords that are associated with any Personal Account you use to access Ideals VDR. You are entirely responsible for any and all activities that occur under your Personal Account and password, whether or not such use was authorized by you. 

You also acknowledge and agree that where you connect or authorize any API client, integration, connector, MCP-enabled functionality, or third-party AI agent to interact with Ideals VDR using your credentials, tokens, session, or authorized access, any resulting activity shall be deemed activity performed under your Personal Account and within your assigned permissions.

You may not use anyone else’s Personal Account at any time, without the permission of such Personal account holder.

If Ideals suspects that such information is untrue, inaccurate, not current, or incomplete, Ideals has the right to suspend or terminate your usage of Ideals VDR.

Ideals is not liable for any harm caused or related to the theft or misappropriation of your username, password, user content, disclosure of your username or password, or your authorization of anyone else to use your username or password. However, you could be held liable for losses incurred by Ideals or another party due to someone else using your Personal Account or password. If you become aware of any unauthorized use of your password or of your Personal Account, please notify Ideals immediately at security@idealscorp.com. 

5. Service access

Ideals gives no warranties as to the accessibility, performance, or availability of Ideals VDR. Temporary suspension of access to the Website or the Application may occur without notice at our discretion including without limitation in the case of repair, maintenance, system failure, or for reasons beyond our control. Ideals reserves the right to suspend the operation of Ideals VDR. Ideals shall not be liable, if Ideals VDR is not available for any period or any time. 

You agree that neither Ideals nor its third party providers will be liable to you in any way for the termination, suspension, interruption, delay of Ideals VDR.

By accessing or using Ideals VDR or any related components, You represent and warrant that:

  1. You are not a person, entity, or organization that is located in, or owned or controlled by a person, entity, or organization located in, any jurisdiction where the provision of the Services, Solution, or related components is prohibited under applicable laws or regulations. This includes, without limitation, jurisdictions subject to comprehensive trade sanctions, such as (but not limited to) Russia, Belarus, Cuba, Iran, North Korea, Syria, or any regions of Ukraine currently under Russian occupation (the list of countries or territories in this clause shall be deemed automatically updated in line with applicable sanction laws).
  2. You are not the subject of any sanctions imposed by any governmental authority or international organization, including but not limited to sanctions issued by the United Nations, the United States, the European Union, or any other relevant sanctions authority.
  3. You are not engaged in any activities that could reasonably result in a designation under any sanctions or be subject to enforcement actions by relevant sanctions authorities.
  4. You do not employ, engage, or subcontract any individuals, workers, or labor located in or provided from any countries or territories currently subject to sanctions.

Ideals reserves the right, at its sole discretion, to immediately terminate or suspend Your access to Ideals VDR, without prior notice, if it discovers or reasonably suspects that You located in, or owned or controlled by a person, entity, or organization located in a jurisdiction subject to comprehensive trade sanctions, or are the subject of sanctions or are engaged in activities that may trigger a sanctions designation.

You agree to immediately notify Ideals in the event of any changes to the representations and warranties provided in this section, and acknowledge that failure to comply may result in the suspension or termination of access to Ideals VDR or other legal actions.Where your Corporate Account Owner,  Corporate Account Manager or, for Data Room, by a Data Room Administrator has enabled an Integration or AI-powered tool within your account, you may interact with it. By doing so, you acknowledge that it may act on your behalf within the approved scope, including through automated processes, and you are responsible for all actions initiated by you through such tools. You have no claim against Ideals for any outcome resulting from your use of an integration enabled by your Corporate Account Owner,  Corporate Account Manager or Data Room Administrators. Any use beyond the approved scope is a prohibited use under Section 3 and may result in suspension or termination of your access.

6. Security

At Ideals, we are committed to utilizing all available and necessary measures to ensure that Ideals VDR operates smoothly and without any weaknesses.

However, no password-protected system of data storage and retrieval can be made entirely impenetrable. Accordingly, you hereby acknowledge and accept that no computer or information system is absolutely invulnerable, it may be possible for an unauthorized third party to access, view, copy, modify and distribute the data and files you store in your Personal Account.

You agree that Ideals will not be liable to you in any way for any vulnerabilities discovered and will patch them within a reasonable time. 

You agree that should you discover any vulnerability or a defect you will immediately report such vulnerability or defect to security@idealscorp.com and maintain any information regarding the discovery of vulnerability or a defect in strict confidence and not disclose it to any third party.

Ideals does not review, inspect, edit or monitor any User Content stored by you or any other user of Ideals VDR, including, without limitation, for viruses, worms, “Trojan horses” or any other similar contaminating or destructive features. Ideals reserves the right, solely upon its own discretion, to refuse, remove or disable access to User Content stored on Ideals’ servers that Ideals learns may be illegal or may violate the terms of these Terms of Use, although it has no obligation to do so. You are solely responsible for protecting the information on your computer or your other devices for example, by installing anti-virus software, updating your applications, password protecting your files, and not permitting third party access to your computer. 

7. Data privacy

Our Privacy Policy describes how personally identifiable information is collected, stored, used, managed and disclosed by Ideals. 

Our Cookie Policy explains how Ideals uses cookies or similar technologies to analyze trends, administer and track users’ movements while browsing our sites located at Website. 

8. User content

All materials, documents, communications, or information submitted to, sent through, or stored on the Website or the Application by you (“User Content”), will be subject to Ideals’ Privacy Policy and these Terms of Use.

You represent and warrant that you have the legal right, ownership, or proper license to use and upload any User Content, and that such User Content does not violate the intellectual property rights, including but not limited to copyrights, trademarks, and patents, of any third party.

Subject to these Terms of Use and applicable laws and regulations, your User Content may be used in any manner that has been authorized by you, the Corporate Account Owner, Corporate Account Manager or Corporate Account Project Coordinator. It is your sole responsibility determine what limitations, if any, are placed on your use of the User Content distributed within the Data Room. If you obtain unauthorized access to materials created or used by others outside of your working group in conjunction with the Ideals’ Service, you have no right to use such materials in any way. You also acknowledge and agree that Ideals has no liability of any kind should members of your working group, other persons who you have allowed to have access to your User Content or any third party modify, destroy, corrupt, copy, or distribute your User Content.

Where you access or use User Content through an API, integration, connector, MCP-enabled functionality, or third-party AI agent authorized for your use, you acknowledge that such access and use remains subject to the same permissions, restrictions, and responsibilities that apply to your direct use of Ideals VDR. You are solely responsible for ensuring that any instruction, query, prompt, request, or onward transmission made by you through such functionality is authorized and appropriate.

If you choose to use any third-party AI agent, connector, or other third-party integration in connection with Ideals VDR, you acknowledge that User Content, queries, prompts, metadata, or other information may be transmitted to, processed by, stored by, or otherwise handled by that third party in accordance with that third party’s terms and privacy practices. Ideals is not responsible for such third party’s processing, retention, use of data, security practices, or generated outputs, except to the extent required by applicable law.

Ideals does not own any User Content and will not monitor, edit, or disclose any information regarding you or your Personal Account, including any User Content, without your prior permission except in accordance with these Terms of Use.

Unless you explicitly request to opt-out, Ideals may analyze anonymized and vectorized Data to develop, improve, and personalize its products (e.g. full-text search) and services (e.g. premier customer support) using heuristics evaluation, machine learning algorithms, and other techniques. This analysis involves only unidentifiable data, which will stay within Ideals secure perimeter, and will only be used for the purposes stated in this clause. This provision does not extend to data processed through third-party AI agents, connectors, or integrations; Ideals is not responsible for how such third-party systems process, store, or use your data once it is transmitted to them.

Where integrations or AI-powered tools are made available to you within Ideals VDR, you acknowledge that: (a) such tools may act on your behalf in an automated or semi-automated manner within the scope approved for your account; (b) outputs generated by such tools may contain inaccuracies and require your independent review and validation before you act on them; and (c) Ideals makes no warranty as to the accuracy, completeness, or fitness for purpose of any output generated by a third-party AI agent or automated agent operating through the API.

9. Feedback

We value your feedback and suggestions regarding Ideals VDR. Any feedback, comments, or suggestions you provide are entirely voluntary, and you grant Ideals a worldwide, non-exclusive, irrevocable, royalty-free, perpetual, sublicensable, and transferable license to use, modify, adapt, reproduce, distribute, publish, and display the feedback for any purpose without any obligation to you.

You acknowledge that any feedback you provide may be visible to other users of the Services, and you should not include confidential or proprietary information in your feedback.

Your feedback helps us improve our Services, but we do not guarantee that any specific feature or modification you suggest will be implemented. Ideals is not obligated to implement, use, or respond to your feedback. We reserve the right to disregard or reject any feedback for any reason.

10. Intellectual property

Ideals may provide you with software programs, including all updates, enhancements, modifications, and documentation (“Software”) for the purpose of Ideals VDR usage.

Ideals grants you a non-exclusive, non-transferable, limited license to install and use the Software on a single device, mobile device, or other applicable hardware.

You shall not copy, distribute, or reproduce the Software except as expressly permitted by this Terms of Use, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, remove, alter, or obscure any proprietary notices, labels, or marks from the Software.

Ideals retains all right, title, and interest in and to the Software, including all intellectual property rights. This Terms of Use does not grant you any ownership rights in the Software.

Ideals may terminate your usage immediately upon notice if you fail to comply with any term or condition of this Terms of Use. Upon termination, you must cease all use of the Software and destroy all copies of the Software in your possession.

Ideals hereby disclaims any rights to trademarks, service marks, trade names, logos, copyright, patents, domain names or other intellectual property interests of third parties. All intellectual property interests of third parties referenced herein, including without limitation Third Party Material or otherwise provided on Ideals VDR are the properties of their respective owners. Ideals disclaims any proprietary interests in the intellectual property rights other than their own. 

Software may automatically download and install updates from Ideals. These updates are designed to improve, enhance and further develop Ideals VDR and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Ideals to deliver these to you) as part of your use of Ideals VDR.

11. Links to other sites and third party materials

Ideals VDR may provide links to other websites and/or third party products and services that are not under the control of Ideals (“Third Party Materials”). Ideals shall not be responsible in any way for the content of such Third Party Materials. Ideals provides such links only for the convenience of the users of Ideals VDR, and the inclusion of any link to any Third Party Materials does not imply endorsement by Ideals of the content, products and/or services of such Third Party Materials. Notwithstanding any provision to the contrary herein, nothing in this Terms of Use shall be construed as to grant you any rights or licenses with regard to such Third Party Materials or to entitle you to use such Third Party Materials.

Without limiting the foregoing, Ideals VDR may interoperate with or permit connection to third-party software, applications, AI agents, connectors, APIs, or other services initiated by you or enabled by the legal entity that authorized your use of Ideals VDR. Ideals does not control and is not responsible for the content, outputs, acts, omissions, availability, security, retention practices, or data processing activities of such third-party services. Your use of such third-party services is at your own risk and may be subject to separate terms imposed by the relevant third party.

12. Integrations, APIs, MCP and AI-enabled functionality

Certain functionality of Ideals VDR may be made available through APIs, integrations, connectors, Model Context Protocol (MCP) server, or other AI-enabled or third-party-assisted features. Such functionality may be enabled or disabled by the legal entity that authorized your use of Ideals VDR at corporate account, project, group, role, or similar level.

Where such functionality is enabled for you, you may use it only within the scope of your assigned permissions and solely for authorized purposes. Such functionality does not expand your underlying rights to access, use, share, download, modify, or otherwise process User Content beyond the permissions otherwise granted to you in Ideals VDR.

Any use of Ideals VDR through such functionality by or on behalf of you shall be deemed use by you under your Personal Account and under the control and responsibility of the legal entity that authorized your use of Ideals VDR.

Ideals does not warrant that any third-party AI-generated or integration-generated output is accurate, complete, reliable, suitable for any particular purpose, or compliant with any legal or regulatory requirement. You remain solely responsible for reviewing and validating any such output before relying on it.

Additional terms may apply to certain APIs, integrations, connectors, or related functionality, including Ideals API Terms of Use where applicable.

13. Indemnification

You hereby agree to indemnify and hold harmless Ideals, its affiliates, officers, directors, agents, and employees, from any liability, including reasonable legal fees, as finally determined to be payable under any judgment of a court of competent jurisdiction as a direct result of any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including by a governmental agency or entity, arising out of User Content you submit, post to, or transmit through the Website, your use of any Integration or AI-powered tool, or of your breach of these Terms of Use.

14. Limitation of liability

Ideals shall not be liable to you 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 arising of the use of the Ideals VDR or third party software integrated with Ideals VDR, and in no event will the entire liability of Ideals under this Agreement exceed, in the aggregate the sum of USD 100.00.

15. Applicable Law

These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of laws rules. You agree to the exclusive jurisdiction of the London Court of International Arbitration for any claim or cause of action arising out of, or relating to or in connection with these Terms of Use or this Website, or the Application, provided that such exclusivity does not apply to legal actions initiated or brought by Ideals.

16. Amendments to terms

Ideals may amend these Terms of Use at any time by posting the amended Terms of Use on Ideals VDR. Your continued use of Ideals VDR after such amendments constitutes acceptance of the new Terms of Use. Ideals may, but is not obliged to, notify you about material changes to the Terms of Use to the email address. Please check these Terms of Use published on the Website at www.idealsvdr.com/terms-of-use or the Application regularly to ensure that you are aware of all terms governing your use of the Website or the Application.

17. Language of the terms of use

For the convenience of the Client, these Terms of Use may be translated into other languages. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall prevail.

18. Contact us

If you have any questions or concerns regarding these Terms of Use, please contact us at legal@idealscorp.com.