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The information contained in this presentation is for illustrative purposes only and is not actual data.
This presentation and its contents are privileged, confidential or otherwise protected from disclosure and is intended only for the individuals or entities named above and any others who have been specifically authorized to receive it. This presentation is for informational purposes only and does not constitute legal, tax, or investment advice or recommendations. Your acceptance of this presentation from Quadrangle Consulting LP (“Quadrangle”) constitutes your agreement to (i) keep confidential its contents, (ii) not disclose its contents to any other person or use any such information for any purpose other than pursuant to evaluating a business proposal/relationship with Quadrangle, (iii) not to copy or disseminate it, and (iv) promptly return or destroy the presentation upon Quadrangle’s request. Thank you.
2022 © Quadrangle Consulting LP
Do you agree to terms?
) (together “
Company and its Users
”) and Quadrangle Consulting LP, QDS LP and their respective affiliates (“
”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “
”), govern the Company and its Users’ access to and use of
, or any other site so designated by Quadrangle to host the Platform, including any content, functionality and services offered by or through Quadrangle (the “
). Terms defined in the Services Agreement and not otherwise defined herein are used herein as defined in the Services Agreement.
2. Accessing the Platform and Account Security
Quadrangle reserves the right to withdraw or amend this Platform, and any service or material Quadrangle provides on the Platform, upon reasonable notice to the Company. Quadrangle will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, Quadrangle may restrict access to some parts of the Platform, or the entire Platform, to Users.
The Company is responsible for:
Making all arrangements necessary for Company and its Users to have access to the Platform.
Designating Users and permission levels for Company and its Users’ access to Company’s Platform account and any documents or other content stored by, for, or on behalf of Company on the Platform.
Ensuring that its Users are subject to confidentiality undertakings or professional or statutory obligations of confidentiality, and ensuring that its Users receive appropriate training on all Company’s privacy and security policies and procedures and applicable laws.
To access the Platform or some of the resources it offers, the Company and its Users may be asked to provide certain registration details or other information. The Company agrees that all information provided to register Company and its Users with this Platform or otherwise, including but not limited to through the use of any interactive features on the Platform, is governed by the Services Agreement, and the Company consents to all actions taken with respect to its information consistent with the terms of the Services Agreement.
If the Company or its Users choose, or are provided with, a user name, password or any other piece of information as part of Quadrangle’s security procedures, they each must treat such information as confidential and must not disclose it to any other person or entity. The Company and its Users also each acknowledge that its account is personal to it and agrees not to provide any other person with access to this Platform or portions of it using its user name, password or other security information. The Company and its Users each agree to notify Quadrangle immediately of any unauthorized access to, disclosure of, or use of its user name, password, account, or any other breach of security or privacy laws. The Company and its Users also agree to ensure that it exits from its account at the end of each session. In no event shall Quadrangle be liable for unauthorized access to, disclosure of, or use of the Company and its Users’ user name, password, account, or any other breach of security.
The Platform is currently made available from Quadrangle’s facilities in the United States Quadrangle makes no representations that the Platform is appropriate for use in any other jurisdiction. All parties that access or use the Platform from other jurisdictions outside the United States do so at their own volition and are responsible for compliance with local law.
3. Intellectual Property Rights
The Platform and its entire contents, features, functionality and compilation are owned by Quadrangle, its licensors, or other providers of such material are protected by United States and international intellectual property laws, including copyright, trademark (including all related names, logos, product and service names, designs and slogans), database protection, patent, trade secret, and/or trade dress rights. The Company and its Users shall not have any rights in such intellectual property other than as specifically provided for herein.
4. License Granted to Quadrangle
In using the Platform, the Company and its Users and third parties on their behalf may upload or submit content (“
”) through the Platform. Submissions include, without limitation: agreements, terms, other documentation, and any other content submitted to or published on or through the Platform (e.g., using electronic form fields, scripts or applications made available through the Platform). Submissions do not include documents that are only published or submitted on the Platform through the virtual data room (“
Data Room Content
By submitting or publishing Submissions on or through the Platform, the Company and its Users expressly agree: (a) that the individual submitting is authorized to submit Submissions to the Platform, including all personal information therein; (b) Company and its Users are responsible for maintaining backup copies of any Submissions; and (c) that Quadrangle may analyze, aggregate, reformat, create databases and derivative works, combine Submissions with other information received in order to provide the Platform and the Services. Quadrangle is only responsible for maintaining any Submissions for the period for which Company and its Users maintain active involvement with the Platform and the Services.
The Company and its Users providing Submissions acknowledges and agrees that Quadrangle is not responsible for monitoring Submissions. Quadrangle and its designees shall, however, have the right (but not the obligation) in their sole discretion to pre-screen, refuse, edit, or remove any Submissions that are available on the Platform. The Company and its Users providing Submission further agrees to assume all risks associated with the use of any Submissions including any reliance on the accuracy, completeness, or usefulness of the content of such Submissions or any of the Company and its Users’ use or misuse of the Submissions.
Company and its Users are also responsible for maintaining backup copies of any Data Room Content. Quadrangle is only responsible for maintaining any Data Room Content for the period for which Company and its Users maintain active involvement with the Platform, the Services, and the virtual data room.
5. Prohibited Uses
In any way that violates any applicable federal, state, local or international law, rule, regulation, or ordinance (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries or any intellectual property laws).
In any way that breaches, violates, or infringes any intellectual property proprietary, or other rights of any person or entity (including, without limitation, contractual rights, copyrights, design rights, trademarks, common law rights, rights of publicity or privacy, moral rights, defamation, or libel, whether under state or federal law or statute or at common law of any jurisdiction).
To upload or share any copyrighted or other proprietary material without express permission from the owner of said material.
To impersonate or attempt to impersonate Quadrangle, a Quadrangle employee, another User, or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm Quadrangle or users of the Platform or expose them to liability.
To harass, defame, threaten, discriminate against, or provide false or misleading information about any other person or entity.
The Company and its Users each expressly represent to Quadrangle that:
Any Submissions that they publish or submit on or through the Platform are true, accurate, and complete.
Any Submissions that they publish or submit on or through the Platform do not violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, confidentiality right, privacy right, right of publicity, or any other intellectual property or proprietary right.
The Company and its Users each expressly represent to Quadrangle that:
Any Data Room Content that they publish or submit on or through the Platform do not violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, confidentiality right, privacy right, right of publicity, or any other intellectual property or proprietary right.
Additionally, the Company and its Users agree not to:
Use the Platform or any content, data, or information provided by or obtained from Quadrangle to develop, create, support, or provide any product or service that could compete with or provide a substitute for the Platform or any of Quadrangle’s products and services.
Distribute, transfer, sub-license, rent, lend, transmit, sell, re-circulate, repackage, assign, lease, resell, publish, copy, translate, convert, decompile, reverse engineer, alter, enhance, disassemble, modify, or change all or any portion of the Platform except as expressly authorized by Quadrangle.
Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
Disguise the origin of information provided, shared, posted, or published on the Platform.
Access parts of the Platform that Quadrangle has not made available to any of Company and its Users.
Access parts of the Platform that Company has not made available to User.
Use any robot, spider or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
Upload or transmit any viruses, malware, Trojans, or other harmful, disruptive, or destructive files, programs, or code, or to otherwise disrupt or interfere with the Platform or any of Quadrangle’s computers, services, servers, networks, products, or offerings.
Use any manual or automated process to monitor, scrape, or copy any data, information, or material on the Platform or for any other unauthorized purpose without Quadrangle’s prior written consent.
Introduce any viruses, malware, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
Attempt to gain or gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, or database connected to the Platform.
Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack, whether directly or indirectly.
Otherwise interfere or attempt to interfere with the Platform.
6. Links and Third Party Content
The Platform may contain information about and/or links to third party websites or vendors or service providers (together “
Third Party Content
”). This Third Party Content is provided to Company and its Users solely as a convenience. Quadrangle makes no representations or warranties of any kind as to any Third Party Content and Quadrangle in no way endorses or authorizes said Third Party Content or any third parties identified on the Platform. To the extent Company and its Users relies on or accesses any Third Party Content, Company and its Users do so at their own risk.
7. Monitoring and Enforcement; Termination
Quadrangle has the right to:
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
Without limiting the foregoing, Quadrangle has the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform.
8. Disclaimer of Warranties
THE COMPANY AND ITS USERS’ USE OF THE PLATFORM, ITS CONTENT, ANY THIRD PARTY CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT THEIR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER QUADRANGLE NOR ANY PERSON ASSOCIATED WITH QUADRANGLE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER QUADRANGLE NOR ANYONE ASSOCIATED WITH QUADRANGLE REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET THE COMPANY AND ITS USERS’ NEEDS OR EXPECTATIONS.
QUADRANGLE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
9. Limitation on Liability
Company agrees to indemnify, defend, and hold harmless Quadrangle and its officers, directors, and employees (the “
Quadrangle Indemnified Parties
11. DMCA Notice of Alleged Infringement
Quadrangle respects intellectual property. If you are a copyright rights owner and believe that your copyrighted materials have been copied or shared on Quadrangle’s Platform in a way that you reasonably believe in good faith constitutes copyright infringement, you may notify Quadrangle pursuant to the Digital Millennium Copyright Act (“
”), by contacting:
PO Box 882
Tenafly, NJ 07670
Phone: 646 688 3626
and providing the following information pursuant to 17 U.S.C. § 512(c)(3)(A):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.
(iv) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
12. Privacy and Data Protection
) and understand that it describes how Quadrangle and its authorized agents will collect, use, share and otherwise process personal information provided to or received by Quadrangle.
Quadrangle uses administrative, physical and technical safeguards intended to protect the Platform and its contents. Our safeguards are designed to provide a level of security appropriate to the risk and include (as applicable) measures to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and a procedure for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the Platform and its contents.
13. Other Provisions
Quadrangle has the right in its sole discretion at any time to discontinue, change, or alter the Platform in whole or in part in any manner it sees fit, including to change, modify, or delete any content, information, or material provided, shared, posted, or published by Company and its Users or any Third Party Content.
By using the Platform, the Company and its Users agree that the state and federal courts of the State of New York, located in the county of Manhattan, will be the exclusive forum for any dispute arising out of the Company and its Users’ use or exploitation of the Platform. The Company and its Users agrees not to challenge personal jurisdiction or venue for any action brought by Quadrangle in the courts of the state and federal courts in the county of Manhattan and in the State of New York relating to the Company and its Users’ use or exploitation of the Platform. The Company and its Users further agree and acknowledge that Quadrangle will be irreparably harmed by any misappropriation or misuse of Quadrangle’s intellectual property rights in the Platform, that damages are inadequate to remedy the same, and that Quadrangle is entitled to injunctive relief on any intellectual property-related claim for which it might prevail without the obligation to post a bond. COMPANY AND EACH USER AGREES TO RESOLVE ANY DISPUTE IN AN INDIVIDUAL CAPACITY, AND NOT ON BEHALF OF, OR AS PART OF, ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
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