Conditions of Access
These Conditions of Access set forth the terms and conditions between you and Inspiros Ventures LLC and its affiliates (collectively, Inspiros Ventures ) regarding your access and use of this site (Data Room) in connection with evaluating the possible purchase of an interest in a special purpose vehicle being formed by Inspiros Ventures (the Fund ). By selecting the button herein that indicates agreement with these Conditions of Access or by accessing or using the Data Room or any information or service provided herein, you acknowledge and agree, for yourself and the entity, organization or other enterprise for which you are evaluating an investment in the Fund (Your Company), that you have read and understand these Conditions of Access and you agree to be bound hereby. If you do not agree to all of these terms or are not authorized to do so, then you should not select any button herein that indicates agreement with these Conditions of Access and you are prohibited from accessing or using the Data Room.
Information. As used herein, Information means all materials, information and data that are made available within the Data Room, together with all other materials, information and data that may be provided by or for Inspiros Ventures to you or any Authorized Recipient (as defined below), whether in written, electronic or other format, and including all copies, abstracts, notes, summaries, analyses and other derivatives of any of the foregoing. Information may include, without limitation, information regarding the business, prospects, operations or financial condition of (i) the Fund (or other investors in the Fund); (ii) Inspiros Ventures, any of its affiliates and any current or former member, partner, assignee, equity-holder, officer, employee or agent of any of the foregoing; (iii) the historical track record of any investments by the members, managers, officers, employees and other affiliates of Inspiros Ventures; or (v) any current, prior, or prospective portfolio company of the Fund (each, a Portfolio Company).
Confidentiality. All Information is proprietary and highly confidential, whether or not marked as such. You agree to maintain the Information in strict confidence and not to publish, distribute or otherwise disclose any of the Information to any third party other than to Your Company, to any of its affiliates that is a potential investor and to any of their respective officers, directors, managers, members, employees, agents or advisors who have a need to know for the permitted purpose (all of the foregoing, Authorized Recipients). No disclosure of Information to an Authorized Recipient is permitted, however, unless it is subject to the terms and conditions set forth herein, and you agree that Your Company shall be legally responsible for any breach of these Conditions of Access by any Authorized Recipient. You represent and warrant that you are authorized to agree to these Conditions of Access on behalf of yourself, Your Company and each Authorized Recipient.
Restrictions. You agree to exercise all reasonable precautions necessary to prevent any unauthorized access, use or disclosure of the Information. You may use the Information solely for the purpose of evaluating the possible purchase of an interest in the Fund, and not for any other purpose. You may not download, scan, print or otherwise capture any Information from the Data Room, except that you may print Information for which the print capability has been intentionally enabled. You may not copy any Information, except as necessary to accomplish the permitted purpose. You may not attempt to circumvent any of the security features of the Data Room, and you shall not enable or allow others to access the Data Room using your credentials. You agree that Inspiros Ventures may terminate your access to the Data Room and use of the Information at any time. Promptly after Inspiros Ventures’ request, you will return or destroy all copies of the Information and all information, records and materials developed therefrom.
Compelled Disclosure. Neither you nor any Authorized Recipient is subject to any legal, regulatory, contractual, ethical, trading exchange or other obligation or rule (including without limitation, public disclosure laws such as the Freedom of Information Act (FOIA) or any similar national, state or local disclosure law, foreign or domestic) that could result in the disclosure of Information without Inspiros Ventures’ prior consent. You will promptly notify Inspiros Ventures upon learning of any legal or governmental order or requirement that purports to compel you to disclose any Information, and cooperate with Inspiros Ventures in its efforts to oppose, limit or seek confidential treatment for such disclosure. You will also promptly notify Inspiros Ventures upon learning of any unauthorized disclosure or use of the Information.
Disclaimers. You acknowledge and agree that Inspiros Ventures makes no representations or warranties, express or implied, as to the quality, accuracy or completeness of the Information or otherwise; that Inspiros Ventures shall have no liability with respect to any use or reliance upon any of the Information; and that Inspiros Ventures owns and retains all rights, title and interests in and to the Information. Nothing in the Data Room should be construed as legal, business, tax, accounting, investment or other advice. You are solely responsible for consulting with your own advisors and determining whether the Information is sufficient to properly evaluate an investment in the Fund.
No Agreement. Neither granting access to the Data Room nor disclosing Information to you constitutes an obligation or commitment to enter into any transaction. Any agreement relating to an investment in the Fund will be effective only if, when and as specified in a separate written agreement that is acceptable to and executed and delivered by you and the Fund.
Governing Law and Miscellaneous. Your Data Room access credentials and obligations hereunder are personal, non-assignable and non-transferable. These Conditions of Access are governed by the laws of the State of Delaware. No change, consent or waiver hereunder will be effective unless in writing and signed by Inspiros Ventures and you. If any provision is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that all other terms remain in full force and effect and enforceable. The obligations hereunder shall be continuing and will survive the termination of any other agreement between you and Inspiros Ventures.
Third-Party Beneficiary. The Fund and all of its affiliates and Portfolio Companies are intended third-party beneficiaries of these Conditions of Access and each of them has the right, power and authority to enforce its provisions.
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