Terms & Conditions
1. Definitions
Affiliate: means any corporation, partnership or other entity now existing or hereafter organized that directly or indirectly controls, is controlled by, or under common control with a Party.
Confidential Information: has the meaning given in Section 4.1.
Customer Data: means all data provided by Customer or its Users to LockRoom in connection with the Services.
Documentation: means any user guides, manuals, and online help documentation made available by LockRoom regarding the Services.
Order Form: means each LockRoom order form, statement of work, or other ordering document signed by duly authorized representatives of both Parties referencing this Agreement.
Services: means LockRoom’s proprietary virtual data room platform and any related professional services specified in an Order Form.
Users: means individuals who are authorized by Customer to use the Services, and who have been supplied credentials by Customer or LockRoom at Customer's request.
2. Services
2.1. Provision of Services: LockRoom shall provide Customer access to the Services specified on an Order Form. Purchases are not contingent on delivery of future functionality or features.
2.2. License Grant: Subject to payment of fees and compliance with this Agreement, LockRoom grants Customer a limited, non-exclusive, non-transferable license to use the Services during the applicable Order Form term, solely for Customer’s internal business purposes.
3. Fees; Payment Terms
3.1. Fees. Customer shall pay LockRoom the fees specified in each Order Form. Unless otherwise set forth, payment is due within thirty (30) days of invoice. Late payments may accrue interest at 1.5% per month or the maximum allowed by law.
3.2. Annual Fee Adjustments. LockRoom may increase fees upon thirty (30) days’ notice, not exceeding five percent (5%) per year.
4. Confidentiality
4.1. Confidential Information. Each Party agrees to protect the other Party’s Confidential Information with the same degree of care it uses to protect its own. Confidential Information may only be disclosed to representatives who need to know and are bound by confidentiality obligations.
4.2. Exclusions. Confidential Information does not include information that is publicly available, independently developed, or obtained without confidentiality obligations.
4.3. Required Disclosure. A Party may disclose Confidential Information where required by law, provided it gives prior notice where legally permitted.
5. Customer Use Restrictions
Customer shall not (a) reverse engineer, decompile, disassemble, or derive source code from the Services; (b) copy, modify, or create derivative works; (c) resell, sublicense, or distribute access; or (d) use the Services for unlawful or high-risk activities.
6. Security and Data Protection
6.1. Security. LockRoom implements industry-standard measures to protect Customer Data, including encryption in transit and at rest, access controls, and audit logging.
6.2. Data Processing. To the extent LockRoom processes personal data on behalf of Customer, the Data Processing Addendum (DPA) shall apply.
6.3. Prohibited Data. Customer shall not upload payment card, health, or export-controlled data without prior written agreement.
6.4. Data Export and Archival Media. During the Term and for thirty (30) days thereafter, Customer may export its data from the Services using LockRoom’s standard export functionality. Upon Customer’s request, LockRoom will provide a physical archival export of a Data Room on WORM-compliant media (e.g., flash drive). Each physical media export is subject to a handling and materials fee of $250.00 per flash drive, plus applicable shipping charges. LockRoom shall have no obligation to maintain Customer Data more than thirty (30) days after termination of this Agreement, except for archival exports already delivered.
7. Suspension
LockRoom may suspend Services for (a) non-payment; (b) legal or regulatory requirements; (c) security threats or integrity risks; or (d) investigation of misuse.
8. Business Continuity and Disclaimer
LockRoom maintains commercially reasonable disaster recovery and business continuity procedures. LockRoom does not warrant uninterrupted operation and is not responsible for Customer’s separate backup or contingency planning.
9. Limitation of Liability
9.1. Exclusion of Damages. In no event shall either Party be liable for lost profits, revenues, or indirect, incidental, or consequential damages.
9.2. Cap on Liability. Each Party’s total liability shall not exceed fees paid or payable under the Order Form giving rise to the claim in the twelve (12) months preceding the incident, except for confidentiality or indemnification obligations.
10. Term and Termination
This Agreement commences on the Effective Date and continues until terminated. Either Party may terminate for uncured material breach, insolvency, or if performance becomes unlawful. Customer shall pay all accrued fees up to termination.
11. General
11.1. Assignment. LockRoom may assign this Agreement in connection with a merger, acquisition, or sale of assets. Customer may not assign without consent.
11.2. Export Compliance. Customer shall not export or re-export the Services in violation of U.S. laws and shall indemnify LockRoom for related claims.
11.3. Governing Law. This Agreement shall be governed by Delaware law, with exclusive jurisdiction in Delaware courts.
11.4. Entire Agreement. This Agreement and all Order Forms constitute the complete agreement between the Parties.
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