DATA ROOM TERMS
Data room Terms of Access
I acknowledge that I have been granted access to the information contained in the Innovyz Data Room established by Innovyz Capital Management Pty Ltd (we or us).
Access is provided solely for the purpose to conduct a due diligence review of information relating to Innovyz (as identified in the Confidentiality Deed Poll and these Data Room Terms of Access) in connection with a potential investment into the Innovyz Venture Fund 1, ILP (Fund) by myself or the entity which has requested that I be granted access to the Data Room (Recipient).
By accessing the Data Room:
· I agree and acknowledge that all documents and information contained within or accessible from the Innovyz Data Room is “Confidential Information” as defined in the Confidentiality Deed Poll (Deed) and is provided subject to the terms of the Deed.
· I agree and acknowledge that all documents and information contained within or accessible from the Innovyz Data Room is subject to the Deed entered by the Recipient in favour of Innovyz.
· I accept and agree to abide by the terms of the Data Room Terms of Access (as set out below) and the obligations contained in the Confidentiality Deed Poll as if I were a party to that Deed.
TERMS OF ACCESS
1. ACCESS TO INFORMATION
1.1 Access to Data Room
We grant access to the Data Room to the Recipient on the following conditions:
1.1.1 A list of persons who will represent the Recipient and require access to the Data Room (Authorised Persons) will be provided by the Recipient to us. This list should include each person's full name, company name, job title, department, email address and phone number.
1.1.2 Only Authorised Persons are permitted to access the Online Data Room.
1.1.3 The Recipient and each Authorised Person agree to reasonable security regulations and procedures as required from time to time by us.
1.1.4 The Recipient and each Authorised Person must comply at all times with the terms of the Deed and these terms of access. Authorised Persons are taken to have agreed to abide by these terms of access and the obligations in the Deed upon entry to the Data Room.
1.1.5 The Recipient and each Authorised Person assume all responsibility and risk arising from use of the Data Room.
1.2 Availability of the Data Room
The Data Room will be available for access by Authorised Persons for so long as we give the Recipient access to the Data Room and on the condition that each Authorised Person complies with these terms of access.
1.3 Use of information in the Data Room
1.3.1 We may add or remove information from the Data Room, during the course of the document review process. Provision of any information in the Data Room is at our absolute discretion.
1.3.2 Documents in the Data Room must:
(a) not be viewed by or distributed to anyone who is not the Recipient or an Authorised Person; and
(b) be used strictly in accordance with the Deed.
1.4 Downloading, photographing, copying and printing information
1.4.1 Documents in the Data Room have been dynamically watermarked and is constantly monitored using various security and tracking technologies.
1.4.2 Without our prior written permission:
(a) no attempt may be made to download, copy or photograph (in whatever form) contained in or accessible from the Data Room; and
(b) no documents (in whatever form) contained in the Data Room can be printed.
1.4.3 To avoid doubt, it is noted that any documents downloaded, copies, photographed and/or printed are subject to the Deed.
1.5.1 The Data Room is only to be accessed by the Authorised Persons.
1.5.2 Passwords and access instructions are personal and must not be provided to any other person, including other employees, agents or contracts of the Recipient who have not been nominated as an Authorised Person.
1.5.3 Misuse of a password or access instructions may result in suspension of access to the Data Room.
1.6.1 The Recipient and each Authorised User agree to take all reasonable steps to avoid unauthorised access to the Data Room including by refusing to allow any other person to view documents obtained in the Data Room while they are at their computer, and ensuring that all computers are either disconnected from the Data Room or locked so that access is password protected, before being left unattended.
1.6.2 Password protection should apply automatically if an Authorised User’s keyboard is not in use within a five minute period.
1.7 General conditions
1.7.1 Without waiving, limiting or excluding any other right or remedy we may have, we retain sole discretion as to when and for how long the Recipient has access to the Data Room.
1.7.2 We reserve the right (and no reasons will be given) to:
(a) refuse access to the Data Room to any person; or
(b) remove access rights to the Data Room at any time (and no reason need be given).
1.7.3 We regard any breach of the Deed or these terms of access as a serious matter.
1.7.4 We reserve our right, without waiving, limiting or excluding any other right or remedy they may have, to exclude the Recipient and any Authorised Persons from further participation in the due diligence review if the Recipient or any of its Authorised Persons breach the Deed or any of the terms of access.
2. NO REPRESENTATION OR WARRANTY
2.1 The Data Room and all documents made available or contained therein are made available strictly subject to the Deed Poll. Without limiting the terms of the Deed, no representations or warranties are made about the information in the Data Room.
2.2 We reserve the right to blank out confidential or sensitive commercial details from agreements and other information made available in the Data Room.
2.3 Any forecasts or projections included in the Data Room are not to be taken to be representations as to future matters. These forecasts and projections are based on a large number of assumptions and are subject to significant uncertainties, vagaries and contingencies, some, if not all, of which are outside our or Innovyz’s control.
2.4 No representation is made that any forecast will be achieved. Actual future events may vary significantly from forecasts.
3. STATUS OF INFORMATION
The provision of information in the Data Room does not constitute an offer, invitation or recommendation to do or refrain from doing anything, nor will such information form the basis of any contract.
4. VARIATION TO THESE TERMS
We may vary these terms of access by notice to the Recipient and such variation will be effective from the time such notice is provided. Notice may be given in any manner.