Last updated: March 28, 2025
PLEASE READ THESE TERMS CAREFULLY BEFORE USING OR ACCESSING THE DATA ROOM.
BY CLICKING ON THE “ACCEPT” OR “YES” BUTTON IN RESPONSE TO THE ENQUIRY AS TO ACCEPTANCE OF THESE DATA ROOM TERMS OF USE (THESE “TERMS”), OR BY LOGGING IN AND ACCESSING THE DATA ROOM, YOU:
REPRESENT AND WARRANT THAT:
YOU AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS AS UPDATED BY US FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12.4. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE DATA ROOM. THESE TERMS DO NOT ALTER IN ANY WAY THE TERMS OR CONDITIONS OF ANY OTHER AGREEMENTS YOU MAY HAVE WITH US IN RESPECT OF ANY PRODUCTS, APPLICATIONS, SERVICES OR OTHERWISE.
These Terms constitute a legally binding agreement between you and Tower Software Labs Inc. ("Tower", "we", "us", or "our") governing your access to and use of the Data Room. The terms "you" or "your" refer to the individual or entity browsing, installing, downloading, accessing or otherwise using the Data Room and include all Data Room Users ("use" or "using" in these Terms will mean any of the foregoing). Capitalized terms not defined terms not defined herein (including at Section 13 of these Terms) have the meaning in the Cloud Service Agreement between us and our Customer. Any violation of these Terms may result in immediate termination of your access rights and potential legal action by Tower. You agree that Tower shall be entitled to seek all remedies available at law and in equity for violations of these Terms, including but not limited to the right to block access from a particular IP address.
1. User Categories and Access Rights
1.1. Types of Users.
You understand that you are being permitted to use the Data Room because you are either: (a) an employee or representative of a firm (the “Customer”) which has entered into an agreement with Tower (the “Cloud Service Agreement”) to use the Data Room for the Customer’s internal business purposes including in connection with a financing, merger, acquisition, sale, or similar corporate transaction (a “Transaction”) (such User, an “Internal User”); (b) you as a client or advisor of the Customer and your respective employee or representative who has been granted access to the Data Room by the Customer or its Internal User (such User, a “Client User” and together with Internal Users, “Customer Users”); or (c) a person who is granted access to a specific Data Room for the purpose of conducting due diligence in connection with a potential Transaction, including but not limited to an advisor of a Client User, potential buyer, investor, lender or a respective advisor or representative of the same (such User, a “Counterparty User”).
To the extent they do not contradict these Terms, your use of the Data Room is also subject to the Cloud Service Agreement (if you are an Internal User) or other Users, any applicable supplemental terms and conditions entered into with Customer (“Customer Terms”) and these Terms do not alter in any way the terms or conditions of any agreements you may have with the Customer with respect to your work and services to Customer, including the Customer Terms.
Internal Users will have full access rights as granted within the scope of the applicable Cloud Service Agreement, including the authority to manage Data Room settings and user permissions. Counterparty Users and Client Users will have strictly limited access rights as defined and configured by Internal Users, and may only access Data Rooms to which they have been explicitly invited, and may not grant access to additional users. Counterparty Users and Client Users’ rights to invite other Users, view, download, copy, or distribute materials are limited to those permissions explicitly granted by Internal Users for each Data Room.
1.2. Access and Authentication
Your use of the Data Room is at your own risk. You are responsible for implementing safeguards to protect the security and integrity of your computer system and mobile device, and you are responsible for the entire cost of any service, repairs or connections to your computer system or mobile device that may be necessary as a result of your use of the Data Room including adhering to the following security requirements:
(a) Each User shall maintain strict confidentiality of their login credentials;
(b) Each User shall use strong passwords that meet Tower's minimum security requirements;
(c) Each User shall enable two-factor authentication when available;
(d) Each User shall log out after each session; and
(e) Each User shall not access the Data Room through unsecured or public networks.
Internal Users are required to ensure that all persons who access the Data Room through your internet connection are aware of these Terms and comply with them. You acknowledge and agree that you are solely responsible for all activities that occur under your account . You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You are responsible for any password misuse or any unauthorized access. We reserve the right at any time, to disable or terminate your account, any username, password or other identifier, whether chosen by you or provided by us, at our discretion, including for any violation of any provision of these Terms.
2. Fees
The Customer will be responsible for paying to Tower all applicable fees. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in these Terms and the Cloud Service Agreement.
3. Restrictions; User Data; User Submissions; and Grant of License
3.1. User Data
You confirm that you have granted all rights necessary to the Customer for us to use your information, Materials, records, files, data, text, software, music, sound, photographs, graphics, video, or other documentation, that you load, transmit to or enter into, or that we otherwise collect from your access to or use of, the Data Rooms (collectively, the “User Data”) and Feedback. To the extent that you have not granted such necessary rights to the Customer, you grant us such rights by entering into these Terms. You acknowledge and agree that we may share or otherwise disclose your User Data or User Submissions with Customer and other Users in accordance with these Terms and the Privacy Policy.
3.2. User Submissions
The Data Room may contain functionality such as applications, chat rooms, e-mail, message boards, personal or interest group webpages, profiles, or other such functions that allow you to submit, contribute, post, publish, display or transmit (collectively, "submit") content, or other information on or through the Data Room to other users of the Data Room or other persons (collectively, "User Submissions").
We will be under no obligation to keep any User Submissions you submit to the Data Room confidential. By providing any User Submission to the Data Room, you grant us and our affiliates and service providers, and each of their respective licensees, successors, and assigns a nonexclusive, worldwide, perpetual, royalty-free, irrevocable, sublicensable and fully paid-up right to use, reproduce, modify, perform, display, publish, distribute and otherwise disclose to third parties any User Submissions for any purpose and to incorporate such User Submissions into any form, medium or technology throughout the world without compensation to you. You further waive any moral rights or other rights of authorship as a condition of submitting any User Submissions.
We reserve the right at any time, without notice and at our discretion to:
(a) remove or refuse to post on the Data Room any User Submissions for any or no reason; and
(b) take such actions with respect to any User Submission deemed necessary or appropriate.
We have no obligation, and no responsibility to any party to monitor the Data Room or its use, and do not and cannot undertake to review User Submissions that you or other users submit to the Data Room. We cannot ensure prompt removal of objectionable User Submissions and we have no liability for any action or inaction regarding User Submissions by any user or third party, subject to applicable laws.
3.3. Restrictions
You acknowledge and agree that:
(a) Your login credentials are granted only to you individually and may not be shared with anyone else;
(b) You will not register or use any ID for group purposes or as a role account;
(c) Tower may block access without notice for any ID used for group purposes or as a role account;
(d) You will take all reasonable and prudent steps to protect your credentials;
(e) You will promptly notify Tower of any unauthorized access or credential compromise; and
(f) You may need to install additional software to access certain data, which shall be subject to these Terms.
3.4. User Warranties; Prohibited Uses
(a) User Warranties
(i) By submitting User Data and User Submissions, you declare and warrant that you own or have the necessary rights to submit the User Data and User Submissions and have the right to grant this license. You understand and agree that you are fully responsible and legally liable, including to any third party, for any User Data and User Submissions you submit and their accuracy.
(ii) If you are a Customer User, you represent and warrant to Tower that you: (i) have obtained all permissions and consents, provided all relevant notices, or have established another legal basis required by law (as applicable) to transfer the Materials and/or User Data so that Tower may lawfully use and process the Materials and User Data in accordance with these Terms, and in compliance with applicable data protection laws, including but not limited to, any data localization or data sovereignty laws or regulations; (ii) will use the Data Room for the intended business purpose; (iii) have delegated authority to your advisors to provide instructions in connection with the use of the Data Room, and Tower has no duty to verify such delegation, and may rely on such instructions; (iv) will use reasonable efforts to provide Tower with clear and legible copies of the Materials in the best possible condition; (v) will cooperate with Tower to correct any problems associated with the Materials; (vi) will comply with all economic sanctions laws and not take any action which would place Tower in a position of non-compliance with any such economic sanctions laws; (vii) will promptly report to Tower any problems or errors you observe or discover with the Materials; and (viii) will immediately notify Tower in writing of all court orders you receive which may restrict the use, distribution, or disposition of any Materials delivered to Tower.
(b) Prohibited Uses
(i) You agree that when using the Data Room or submitting User Data and User Submissions, you will not, directly or indirectly to: (i) in any manner violate any applicable federal, provincial, local or international law or regulation, including any laws regarding the export of data or software, patent, trademark, trade secret, copyright or other intellectual property, legal rights (including the rights of publicity and privacy of others) or transmit any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms or the Privacy Policy; (ii) transmit any material that is false, inaccurate, misleading, exploitative, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, age or any other legally prohibited ground or that is otherwise objectionable, such determination to be made at our discretion;; (iii) send, upload collect, transmit, store, use, post, publish, or otherwise communicate on the Data Rooms any User Data, User Submissions, Non-Tower Applications, data, information, pictures, videos, audio or other materials or content that: (A) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (B you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (C) is false, inaccurate, intentionally misleading, or impersonates any other person; (D) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (E) is defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual, or is otherwise objectionable, such determination to be made in our sole discretion; (G) is harmful to minors in any way or targeted at minors; (F) infringes, violates or otherwise misappropriates the Intellectual Property Rights or other rights of any third party (including any moral right, privacy right or right of publicity); (H) violates, or encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability; or (I) contains information about an identifiable individual unless permitted under our Cloud Service Agreement with Customer or otherwise permitted by us in writing; (iv) perform, nor permit or instruct any third-party to perform on its behalf, any code review, vulnerability testing, penetration testing, or any other network tests on the Data Room, or attempt to gain unauthorized access to the Data Room or its related systems or networks; (v) create adaptations, translations or derivative works based on the Data Room, in whole or in part, or decompile, disassemble, reverse engineer or otherwise exploit any part of the Data Room , or make any software available to Users in connection with the Data Room; (vi) attempt to breach, violate or circumvent or breach, violate or circumvent any security or authentication measures; (vii) restrict, disrupt or disable services to users, hosts, servers or networks; (viii) illicitly reproduce TCP/IP packet headers; (ix) disrupt network services and otherwise disrupt our ability to monitor the Data Room; (x) use any robot, spider, scraper or other automated or manual process or means to access the Data Room for any purpose, including monitoring or copying of any material on the Data Room or for developing and training models; (xi) violate the restrictions in any robot exclusion headers on the Data Room or bypass or circumvent other measures employed to prevent or limit access to the Data Room; (xii) introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful; (xiii) attack the Data Room via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing or crashing; (xiv) take any action that imposes, or may impose, at our discretion, an unreasonable or disproportionately large load on the Data Room; (xv) otherwise attempt to interfere with the proper working of the Data Room; (xvi) harvest or otherwise collect or store any information (including personal information) about other users of the Data Room, including e-mail addresses, without the express consent of such users; or (xvii) transmit, or procure the sending of, any advertisements or promotions or sales, or encourage any other commercial activities, including any "spam", "junk mail", "chain letter", contests, sweepstakes or other sales promotions, barter, or advertising or any other similar solicitation
3.5 Enforcement, Suspension and Termination
We reserve the right at any time, without notice and at our discretion to:
(i) take appropriate legal action, including referral to law enforcement or any regulatory authority, or notification of any harmed party of any illegal or unauthorized use of the Data Room. Without limiting the foregoing, we have 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 Data Room; and
(ii) terminate or suspend your access to all or part of the Data Room or disable or terminate any account, username, password, or other identifier, whether chosen by you or provided by us, at our discretion.
4. Limitations of Liability and Disclaimers
(a) Disclaimers
YOUR USE OF THE DATA ROOM AND ANY SERVICES OR ITEMS FOUND THROUGH THE DATA ROOM IS AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE DATA ROOM IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.. WITHOUT LIMITING THE FOREGOING, WE DO NOT REPRESENT OR WARRANT THAT THE DATA ROOM OR ANY SERVICES OR ITEMS FOUND THROUGH THE DATA ROOM WILL BE COMPLETE, SECURE, SUITABLE, ACCURATE, RELIABLE, AVAILABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE DATA ROOM OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR DATA AVAILABLE FOR DOWNLOADING FROM THE DATA ROOM WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR YOUR USE OF THE DATA ROOM AND YOUR COMPUTER, INTERNET AND DATA SECURITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, DISTRIBUTED DENIAL-OF-SERVICE ATTACK, OVERLOADING, FLOODING, MAILBOMBING OR CRASHING, VIRUSES, TROJAN HORSES, WORMS, LOGIC BOMBS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE DATA ROOM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON ANY WEBSITE LINKED TO IT. TOWER AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE DATA ROOM. TOWER SHALL NOT HAVE ANY RESPONSIBILITY FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS OF THE MATERIALS, OR FOR OBTAINING RIGHTS TO USE OR TITLE TO ANY MATERIALS. TOWER SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS OF ANY MATERIALS CAUSED BY USERS, FOR THEIR FAILURE TO STORE ANY MATERIALS, OR FOR THEIR MISUSE OF THE DATA ROOM.
(b) Limitation of Liability
(I) THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TOWER (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS) BE LIABLE TO YOU FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; OR (B) LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE DATA ROOM, ANY LINKED THIRD-PARTY WEBSITES, OR ANY DATA ROOM CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR OTHERWISE, EVEN IF WE WERE NOTIFIED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
(II) TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY (INCLUDING ANY PREVIOUSLY PAID LOSSES) OF TOWER (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS) TO YOU, OR ANY OTHER PERSON (INCLUDING CUSTOMER) IN CONNECTION WITH OR UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100.00). FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
(III) IN NO EVENT WILLOUR THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THESE TERMS.
5. Indemnification
You agree to indemnify, defend, and hold harmless us, our affiliates and our and their respective directors, officers, employees, agents, licensors, licensees, suppliers or successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal fees) arising out of or relating to: (a) your breach of these Terms or your use of the Data Rooms including third-party sites and third-party content other than as expressly authorized in these Terms; (b) User Submissions and User Data; and (c) your relationship with any other User or the Customer.
6. Confidentiality Obligations
6.1. Definition of Confidential Information
Each User shall: (i) hold Confidential Information of the other Users in confidence; (ii) not use any Confidential Information of the other Users for any purpose outside the scope of these Terms; (iii) take reasonable steps to maintain the confidentiality of all Confidential Information; (iv) only disclose Confidential Information: (1) to such User’s or its affiliates employees who have a need to know such information; or (2) for the purposes envisioned or intended under these Terms.
If a User is compelled by court order, subpoena, or other requirement of law to disclose Confidential Information, the User will provide the other User with prompt notice (unless such notice is prohibited) so that the User may, at its option and expense, seek a protective order or other remedy.
Upon termination of the Cloud Service Agreement, all Materials uploaded to the Data Room by Customer Users shall be destroyed, or upon Customer Users’ request returned to the Customer Users. Tower shall not be obligated to immediately erase Materials contained in an archived computer system backup made in accordance with its security or disaster recovery procedures, provided that such archived copy shall remain subject to the same obligations of confidentiality until destruction.
7. Integration and Third-Party Applications
7.1. Integration with Non-Tower Applications
The Data Room may contain features designed to interoperate with Non-Tower Applications. Tower does not warrant or support Non-Tower Applications, nor can it guarantee the continued availability of such features. Tower reserves the right to cease making available any Non-Tower Application without entitling Users to any refund, credit, or other compensation, modify integration specifications, suspend access for security concerns, and monitor integration usage and performance. Tower has no obligation to support Non-Tower Applications, is not responsible for integration maintenance, and may modify APIs or integration points at any time. Tower may further require updates to integration methods and establish additional integration requirements in its sole discretion. Nothing in these Terms shall be construed as requiring Tower to maintain support for any Non-Tower Applications or to provide any integration-related services beyond those expressly set forth in writing by Tower.
If a User chooses to use a Non-Tower Application with the Data Room, the User is responsible, and Tower disclaims all liability, for the privacy or security of such Non-Tower Application, including but not limited to, any disclosure, modification, or deletion of data resulting from a Non-Tower Application or its provider. The User agrees to comply with the terms of service of any Non-Tower Applications.
7.2. Third-Party Content and Data Rooms
Third-Party Content and Data Rooms. The Data Room may include content provided by third parties, including from other users and third-party licensors (“Third Party Content Providers”). All statements and opinions expressed in any such third-party content are solely the opinions and the responsibility of the Third Party Content Providers. To the extent permitted by applicable law, neither we nor the Third Party Content Providers have any responsibility or liability to you or any third party for the content or accuracy of any third-party materials.
The Data Room may provide links or pointers to third party websites. We make no representations about any other websites that may be accessed from the Data Room. If you choose to access any such third party websites, you do so at your own risk. We have no control over the contents of any such third party websites and to the extent permitted by applicable law, we do not have any responsibility or liability to you or any third party for such third party websites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third party websites.
8. Ownership; Reservation of Rights
The Data Room and all of its features and functionality, including all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection and arrangement, are owned by us, our licensors or other providers of such material and are protected in all forms by intellectual property laws, including copyright, trademark, patent, trade secret and any other proprietary rights.
Tower and all related names, logos, product and service names, designs, images and slogans are our marks or our affiliates' or licensors' marks. You must not use such marks without our prior written permission. Other names, logos, product and service names, designs, images and slogans mentioned, or which appear on the Data Room belong to their respective owners. Use of any such property, except as expressly authorized, will constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
Nothing in these Terms grants you any rights in the Data Room, other than as necessary to enable you to access the Data Room. You agree not to adjust or to try to circumvent or delete any copyright, trademark, or other intellectual property notices contained on the Data Room and in particular, in any digital rights or other security technology embedded or contained within any content available on the Data Room. You agree not to remove any watermarks, labels or other legal or proprietary notices included in the Data Room.
9. Privacy
You understand that your personal information will be collected, used, disclosed, or otherwise processed in accordance with our privacy policy, found at www.withtower.com/privacy-policy (the "Privacy Policy").
10. Term and Termination
These Terms will commence on the day you first use any portion of the Data Room and will continue until the earlier of: (a) Customer’s subscription and licenses under the Cloud Service Agreement expires or has been terminated by Customer or Tower; (b) you are no longer designated a User by Customer; or (c) earlier termination of these Terms as provided herein (the “Term”). We may terminate these Terms at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Data Room. You may terminate these Terms at any time and with immediate effect by requesting by email that your account be deleted, or by deleting your account and ceasing use of the Data Room. For greater certainty, if you continue to use any portion of the Data Room that is available after these Terms have been terminated, these Terms will continue to apply to the extent of such use. Sections of these Terms which by their nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms, will survive expiration or termination of these Terms for any reason.
11. Governing Law
These Terms shall be governed by and construed in accordance with the laws of Ontario and the applicable federal laws of Canada, without regard to conflicts of law principles.
12. Miscellaneous
12.1. Entire Agreement
These Terms constitute the entire agreement between you and us in connection with the subject matter of these Terms and supersede all prior or contemporaneous agreements, representations or other communications between you and us you and us with respect to the Data Room.. Notwithstanding the foregoing, the terms of any Cloud Service Agreement entered into between the Customer and Tower shall supersede these Terms. The terms "include" and "including" mean, respectively, "include without limitation" and "including without limitation." The headings of sections of these Terms are for reference purposes only and have no substantive effect. The terms "consent" or "discretion", when used in respect of us in these Terms, mean our right to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain our decision to you.
12.2. Severability
If any provision is found unenforceable, the remaining provisions remain in full force and effect.
12.3. No Waiver
Failure to enforce any right or provision doesn't constitute a waiver of such right or provision.
12.4. Modifications
Tower reserves the right to modify these Terms at any time. Continued use after modifications constitutes acceptance of updated Terms.
12.5. Force Majeure
Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
12.6. Marketing Support
Upon the public announcement of an applicable transaction, Tower may identify Subscriber as a Tower Subscriber and use Subscriber’s name or logo on any Tower websites or other marketing materials.
13. Definitions
“Confidential Information” means in respect of a User, any information of a User (including information obtained by a User from one or more of its affiliates) disclosed either directly or indirectly, in writing or orally, or by inspection of tangible objects which: (i) the disclosing User identifies as confidential or proprietary; or (ii) reasonably appears to be confidential or proprietary to the disclosing User or its affiliates because of legends or other marking, the circumstances of its disclosure, or the nature of the information itself. Such information may include but is not limited to Materials but for greater certainly excludes any Tower Property. The term Confidential Information does not include: (i) information that was in the receiving User’s possession or was known to it prior to its receipt from the disclosing User; (ii) information that is or becomes publicly available without the fault of the receiving User; (iii) information that is or becomes lawfully available on an unrestricted basis to the receiving User from a source other than the disclosing User; (iv) Feedback; or (v) information independently developed by the receiving User.
“Data Room” means collectively, those virtual data rooms (also referred to as projects), contents, and features provided to the Customer through which Users access, process, store, upload/download, and communicate Materials.
“Feedback” means suggestions, improvements, comments, or other feedback regarding the Data Room.
“Materials” means any document or file that is uploaded to the Data Room by or on behalf of the Customer.
“Non-Tower Application” means web-based, mobile, offline or other software functionality that interoperates with a Data Room, that is provided by Customer, User or a third party.