QDS Platform Terms of Use
1. Acceptance of the Terms of Use
These terms of use are entered into by and between the Company and its authorized users (
“Users”) (together “
Company and its Users”) and Quadrangle Consulting LP, QDS LP and their respective affiliates (“
Quadrangle”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “
Terms of Use”), govern the Company and its Users’ access to and use of
https://qds.quadrangleconsulting.com/,
https://clemente.quadrangleconsulting.com, or any other site so designated by Quadrangle to host the Platform, including any content, functionality and services offered by or through Quadrangle (the “
Platform”). 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.
- Ensuring that all persons who access the Platform through the Company’s internet connection or with passwords or access provided via the Company’s consent (including, for example, Company’s Users and third parties accessing the Company’s virtual data room on the Platform) are aware of these Terms of Use and applicable laws, particularly regarding privacy and security laws, and comply with them.
- 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.
Quadrangle may retain administrative access and the ability to change a file’s location, permissions, security settings, user names, and passwords on or to the Platform (including Company’s Platform account and any documents or other content stored by or on behalf of Company on the Platform) pursuant to the Company’s instructions. Quadrangle has the right to disable any user name, password or other identifier, whether chosen by the Company and its Users or provided by Quadrangle, at any time if, in its opinion, the Company and its Users violated any provision of these Terms of Use.
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.
These Terms of Use permit the Company and its Users to use the Platform for internal, non-commercial use only. The Company and its Users may not: (a) modify copies of any materials from the Platform other than materials that Company and its Users create or upload in compliance with these Terms of Use and the Company’s Services Agreement; (b) use or copy any functionality, illustrations, photographs, video or audio sequences from the Platform or use any graphics separately from the accompanying text; (c) copy, modify or reverse engineer any object or source code associated with the Platform; or (d) delete or alter any copyright, trademark, or other intellectual property rights notices from copies of materials from the Platform. The Company and its Users may not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.
If any of the Company and its Users prints, copies, modifies, downloads or otherwise uses or provides any unauthorized person with access to any part of the Platform in breach of the Terms of Use, then that party’s right to use the Platform will cease immediately and that party must, at Quadrangle’s option, return or destroy any copies of the materials it has made. No right, title, or interest in or to the Platform, any content on the Platform, or any intellectual property rights that may be associated with the Platform is transferred to the Company and its Users, and all rights not expressly granted are reserved by Quadrangle. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
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 (“Submissions”) 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
The Company and its Users may use the Platform only for lawful purposes and in accordance with these Terms of Use. The Company and its Users agree not to use the Platform:
- 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.
- They are fully authorized to upload or submit any third party content contained in any Submission (including personal information), for use by Quadrangle and Company and its Users consistent with these Terms of Use and the Services Agreement.
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.
- They are fully authorized to upload or submit any third party content contained in any Data Room Content (including personal information) for use by Quadrangle and Company and its Users consistent with these Terms of Use and the Services Agreement.
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.
- Disclose or externally distribute any client reports, documents and/or agreements (i.e., onboarding, executing broker and product and services agreements, vendor agreements, other documentation), or reporting packages without Quadrangle’s prior written consent, except that no consent is required in order for the Company and its Users to show printouts of reports or reporting packages generated through the Platform to bona fide investors, potential investors, or professional advisors using the Platform for the purpose of advising or servicing the Company and its Users and who also agree to these Terms of Use.
- 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.
The Company and its Users may expose themselves to liability by failing to abide by these requirements and Quadrangle shall bear no responsibility for any use of the Platform or Submissions that violate these Terms of Use. Furthermore, those that publish Submissions that violate these Terms of Use may be banned from the Platform, or have their access to the Platform restricted, without warning and at Quadrangle’s sole discretion.
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.
- Terminate or suspend access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.
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
Quadrangle is not liable to Company for any indirect, incidental, exemplary, punitive, or consequential damages arising out of (a) improper use of the Platform in violation of the Terms of Use, (b) Company or Users’ unauthorized access to, disclosure of, or use of the Company and its Users’ user name, password, account, or any other breach of security, or (c) any accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, access to, acquisition of, or use of the Platform, including personal information that is part of Data Room Content or Submissions
10. Indemnity
Company agrees to indemnify, defend, and hold harmless Quadrangle and its officers, directors, and employees (the “Quadrangle Indemnified Parties”) from any and all claims, causes of action, losses, liabilities, suits, judgments, amounts paid in settlement, administrative actions, damages, costs, or expenses (including reasonable attorneys’ fees, disbursements, and court courts), as well as any and all penalties, fines, interest, and additions to tax, brought by any third party against any of the Quadrangle Indemnified Parties to the extent arising out of or related to: (a) any content or information that Company and its Users provide, share, post, publish, modifies, or use on the Platform (including, without limitation, any claims of breach, infringement, or violation of any intellectual property, proprietary, privacy, 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)); (b) any violation of these Terms of Use by any of Company and its Users, or (c) Company or Users’ unauthorized access to, disclosure of, or use of the Company and its Users’ user name, password, account, or any other breach of security.
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 (“DMCA”), by contacting:
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
Company and its Users each acknowledge and agree to Quadrangle’s Privacy Policy (
https://quadrangleconsulting.com/privacy-policy/) 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
As between Quadrangle and Company: The Terms of Use are entered into by Company pursuant to and under the Services Agreement, which is incorporated herein by reference and made part of these Terms of Use and in the event of a conflict between these Terms of Use and the Services Agreement, the Services Agreement will control.
Quadrangle has the right to modify these Terms of Use from time to time to reflect changes to the Platform, applicable law or as Quadrangle deems appropriate in conjunction with making the Platform available.
As between Quadrangle and Users: These Terms of Use are entered into by Users upon access to the Platform.
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.
There is no joint venture, partnership, agency, or fiduciary relationship existing between Quadrangle and Company and its Users; Quadrangle and Company and its Users do not intend to create any such relationship by these Terms of Use or Company and its Users’ use of the Platform.
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.
These Terms of Use inure to and bind all of Company and its Users, employees, and anyone accessing the Platform on Company and its Users’ behalf or through Company and its Users’ account. Company and its Users will ensure that their employees and agents understand and comply with these Terms of Use. By accessing the Platform, Company and each of its Users is agreeing to be bound by and to comply with these Terms of Use with respect to their applicable conduct and activities on the Platform.