GENERAL TERMS AND CONDITIONS
Last updated: 13 February 2019
Welcome to the website www.diligend.com (the “Website”) which is owned and operated by Diligend, Inc. (“Diligend”, “we” or “us)”. These General Terms and Conditions (the “Terms”) are between you, the user of our Website and Services (the “User” or “you”) and Diligend, including our affiliates, or entities controlled by or that control Diligend.
Please read these Terms carefully before using our Website and/ or Services.
CHANGES TO THE TERMS
We may review and change these Terms at any time. Such changes are effective immediately upon posting. When changes come into effect, the revised Terms shall supersede the previous version of the Terms. We will notify you by email if any material change comes into effect. Otherwise, we will post the Terms without notification. You are responsible for regularly reviewing these Terms.
In these Terms, the terms with capital letters have the following meaning:
“Diligend” means Diligend, Inc. ( ”Diligend”), our affiliates, or entities controlled by, under common control with, or that control Diligend;
“Client” means a company or a user from a company having a valid subscription to Diligend services. A client company can be either an Institutional Investor or an Investment Consultant;
“Manager” means a company which has an investment activity of Asset or Fund management;
“User” means anyone visiting the Website. A registered user is a someone working for a manager. A client user is someone working for an institutional investor or investment consultant client company;
“Platform” means a software available online and connecting Managers registered users with Clients users;
“Website” means the website www.diligend.com or other internet addresses owned and managed by Diligend;
“Services” means any and all services provided by Diligend;
“Terms” means these General Terms and Conditions as amended by Diligend from time to time;
“User Content” means any and all of the content that is submitted by the User, including, without limitation, your name and/or your company name, documents, texts, graphics, images and other content that the User submits on the Website or through the services.
The Website is for general information only. Through the Website and Services, Diligend does not provide any financial or investment advice. Diligend is not acting as a financial entity, agent, asset manager, investor or investment consultant in the framework of any services provided to the Users. Diligend does not recommend or endorse any User, Manager or Client and they neither can act on behalf of Diligend for any purpose.
The information and materials contained on the Website is given for information purpose only. Individual legal, tax, financial, accounting or other professional advice from an independent qualified advisor should be obtained before relying on any User Content or other information received on or through the Website, or as a result of the use of the Services.
Diligend does not verify or claim the accuracy, completeness, reliability, timeliness of any information given by any User. Diligend shall not be liable for any loss or damage that anyone incurs as a result of any activity that you or anyone else engage in on or through the Website, or as a result of the use of the Services.
No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by Diligend which may arise directly or indirectly as a result of any activity that you or anyone else engage in on or through the Website, or as a result of the use of the Services.
USE OF WEBSITE
You agree that you will not use the Website for any purpose that is unlawful or prohibited by these Terms. You must not, without limitation:
- use our Website or Services to perform criminal activity of any kind;
- damage, disable, overburden or impair the Website or Services, or interfere with any other party’s use and enjoyment of the Website or Services;
- attempt to gain unauthorised access to the Services, computer systems or networks connected to the Services by any means;
- reproduce, duplicate, copy, sell, resell or exploit any portion of the Website or Service, use of the Website or Service, or access to the Website or Service without the express written permission by Diligend;
- upload, post, host, or transmit unsolicited email, SMSs, or “spam” messages;
- make available any materials containing viruses, bots or other code, files or programs designed to interfere, hinder or impair the operation of any computer, telecommunication equipment or software;
- violate third party rights, including, without limitation, Diligend or other Users, on the Website and/or cause harm in any way;
- collect and store personal information of other Users without their proper authorization.
DESCRIPTION OF SERVICES
Through our Website you can connect online to our Platform on which registered clients’ Users can use our due diligence software solution. The platform is designed to support the due diligence process done by institutional investors and investment consultant from a technology perspective. The Platform is an online software on which Clients Users may connect, request and collect information from Managers users as well as using other available tools and features. Registered Managers Users may access for free to a list of searches and questionnaires, participate, submit information as well as using other available tools and features.
Diligend connects asset owners Clients’ Users with asset and fund Managers registered Users. It just provides software and technology tools to help with the due diligence process. The platform does not do due diligence by itself, nor provides investment recommendations. Through the Platform, registered asset and fund managers Users enter into direct communication with asset owners and investment consultants Clients’ users. Diligend is not and shall not be a party of any relationship between Managers and Clients
USER ACCOUNT REGISTRATION FOR MANAGERS
Managers can register for free on Diligend.
If you wish to register on the Website as a Manager, your registration will have to be validated by our validation team. You agree to provide us, if requested, with any and all necessary information and documents, so that our validation team can verify your professional background and credentials. Once your account is approved, we will send you an email confirming the account registration. We may refuse to register you as a Manager for any reason.
Once the account is registered, Managers will get a free access to public questionnaires available on Diligend and to private questionnaires generated through Diligend in which they have been invited to participate by Clients. Managers can decide either to participate or refuse to participate in each questionnaire.
If the Manager decides to participate, such Manager will be responsible to respond to the different questions included in the questionnaire. It is the Manager responsibility to make sure the responses are correct and are submitted in a timely manner. Managers cannot modify responses, once they are submitted.
The answers and any information submitted in the response to a questionnaire are visible only to the Client who published the questionnaire through Diligend.
Subject to your compliance with these Terms, Diligend grants the User a non-exclusive, revocable, limited license to use the Website, Services, access to general functions and information on the Website and services within the limits set forth herein. If we have reasons to believe that you violate these Terms, we are entitled in our sole discretion to block, suspend or terminate your access to the Website or deny the use of any Services.
Each User assumes all responsibility for all documents, texts, graphics, images and other content that he or she submits on the Website and Services (the “User Content”). Each User agrees to be entirely responsible for all User Content that the User submits to the Website and Services or shares with other Users.
By submitting the User Content, you grant Diligend perpetual, royalty-free, transferable, and irrevocable rights to use, view, copy, adapt, create derivative works of User Content as necessary to provide the Services and/or to use it for marketing purposes.
Each User represents and warrants that: (i) he/she is the sole and exclusive owner of all User Content made available through the Website and Services; (ii) he/she has all rights, titles, licenses and permissions to grant the rights in such User Content, as provided in these Terms; (iii) the User Content made available by the User does not violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, and will not result in the violation of any applicable law or regulation; and (iv) the User Content made available by the User does not contain any viruses, worms, Trojan horses, or other malicious codes.
Each User shall take any and all necessary steps in order to protect its confidential and proprietary information. Under no circumstances shall we be liable for any loss or damage you or anyone else incurs as a result of any breach of confidential or proprietary information by any third party.
Diligend does not control the User Content. Diligend does not guarantee the accuracy, integrity or quality of any User Content. As a result, we cannot guarantee that all information is accurate, complete and correct, nor can we be held liable for any errors, omission, interruptions, inaccurate, misleading or untrue information or non-delivery of information and/or services.
Though Diligend does not verify the User Content, Diligend may (but is not obliged to) in its absolute discretion delete, amend, or otherwise preserve disclosure in order to: (a) comply with applicable laws and governmental decrees; (b) protect rights and property of Diligend, Users or any third party; or (c) respond to complaints that any User Content infringes any rights of third parties.
INTELLECTUAL PROPERTY RIGHTS OF DILIGEND
The intellectual property contained in the Website and Services (and any derivative works based on them) is confidential and/or proprietary information of Diligend, our affiliates or its licensors and is protected by copyright and other intellectual property rights. All title, ownership and intellectual property rights on the Website and Services shall remain with Diligend, our affiliates or licensors, as the case may be. All rights not otherwise claimed under the Terms or by Diligend are hereby reserved.
You further acknowledge and agree that the Website and Services are protected by copyrights, trademarks (whether registered or being under registration), service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by Diligend or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Services or the Website, in whole or in part. Without limiting the foregoing, any reproduction, redistribution, reverse engineering or decompilation of the Services or the Website is expressly prohibited by law, and may result in severe civil and criminal penalties.
Each User, its employees, agents, consultants or subcontractors shall treat as strictly confidential and shall not disclose to any other person or entity any information received from other Users which is marked by such disclosing User as confidential (the “Confidential Information”). Such Confidential Information can be transferred or obtained from disclosing User orally, visually, electronically or by any other means.
The Confidential Information shall also include, without limitation, all forms and types of financial, business, technical, economic, competitively sensitive information, personal information of the disclosing party, engineering service plans, proposals, patterns, plans, compilations, discoveries, ideas, concepts, know-how, techniques, formulas, blueprints (including, without limitation, diagrams, explanation, examples, analogies), designs, prototypes, processes, procedures, codes, software, marketing plans, financial plans, financial analysis, business plans, strategies, or names of customers or any other documentation, password and server logins, data or material related to disclosing party’s business, technologies.
The recipient’s obligations shall not apply with respect to Confidential Information which the recipient can prove: (a) was known to recipient before receipt from a disclosing User; (b) is or becomes a matter of public knowledge through no fault of recipient; (c) is rightfully received by recipient from a third party which owes no obligation of confidentiality to the disclosing User; or (d) is independently developed by the recipient.
If requested by Diligend, the User agrees to enter into a non-disclosure agreement.
This Website may contain links to third party web sites (“linked sites”). The linked sites are not under the control of Diligend and we are not responsible for the content of any linked site. Diligend makes no representations regarding the content or appropriateness of content on such sites. When you access a linked site from this Website, you leave this Website and you do so at your own risk. You are responsible for viewing and complying with the terms and conditions posted on the linked site.
NO WARRANTIES; LIMITATION OF LIABILITY
You acknowledge and agree that all access and use of the Website and Services is at your own risk. Without prejudice to the generality of the foregoing, we will not be liable to you if the Website or Services are inaccessible or unavailable in whole or in part due to periods of downtime, or for any reason beyond our reasonable control, or because we are carrying out maintenance, upgrades, developments or the like.
All Services are provided “as is” and “as available”. Under no circumstances shall we be liable for any errors or omissions in the Services or User Content. Diligend makes no representations or warranties of any kind, either express or implied, as to the operation of this Website or the Services, User Content or other materials included on this Website or Services. Diligend does not warrant or make any representations regarding suitability, availability, accuracy, reliability, completeness, timeliness, or regulatory compliance of any material or information of any kind contained within the Services or User Content. We cannot ensure that the Services, User Content, and other information provided on the Website are accurate, correct, reliable, exhaustive or complete on every subject.
Under no circumstances shall Diligend, including its subsidiaries, affiliates, officers, agents, licensors, employees, partners, licensors or others involved in creating, sponsoring, promoting or otherwise making available the Website, its content and Services, be liable to any person or entity whatsoever for any direct, indirect, incidental, consequential or punitive damages or any damages or losses whatsoever.
You agree to indemnify and hold Diligend and its subsidiaries, affiliates, officers, agents, licensors, employees, partners, licensors or others involved in creating, sponsoring, promoting or otherwise making available the Website, Services and data, harmless from any and all claims, damages, losses or liabilities, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of any action, inaction or omission by you.
INTERNATIONAL USE OF WEBSITE AND SERVICES
Diligend makes no representation that the Website and Services are appropriate or available for use in certain locations. If you access the Website and use the Services, you do so at your own initiative and are responsible for compliance with local applicable laws and regulations.
Diligend shall not be deemed to be in default of any provision hereof or be liable for any delay, failure in performance, or interruption of service resulting directly or indirectly from acts of God, civil or military authority, civil disturbance, war, terrorism, strikes, fires, other catastrophes, power or telecommunications failure or any other cause beyond its reasonable control.
These Terms will be governed by and construed in accordance with the laws of England and Wales.
In the event of any dispute arising out of or in connection with these Terms, the representatives of the parties shall seek to negotiate a resolution within 7 days of such dispute arising. If the parties are unable to resolve the matter within 7 days from the dispute arising, the matter may be referred to the London Courts, UK who shall have exclusive jurisdiction as to the dispute and enforcement.
We reserve the right to modify, suspend or terminate any Services or products available through the Website, at any time for any reason with or without notice to you.
No joint venture, partnership, employment, or agency relationship exists between you and Diligend as a result of these Terms.
No waiver by either party of any default by the other in the performance of any provisions of these Terms shall operate as a waiver of any continuing or future default, whether of a like or different character.
Diligend reserves the right to assign its obligations and duties in these Terms to any person or entity.
Any notice or other communication to be given to us under these Terms shall be in writing in the English language unless otherwise agreed between Diligend and the User. Any notice or other communication from Users shall take effect only when received by us unless such notice or another communication is contrary to these Terms.
These Terms constitute the entire agreement between you and Diligend with respect to your use of the Website and/ or services.
We welcome your feedback and constructive comments at any time via the contact form on the Website or email at firstname.lastname@example.org.
* * *