Last Updated: September 6 2024

Please read these terms in their entirety. THESE TERMS OF SERVICE (THE “AGREEMENT”) ARE A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND DEALVECTOR INC. (“DEALVECTOR”, “WE”, “OUR”, “US”) AND GOVERNS YOUR ACCESS TO ALL PRODUCTS AND SERVICES OFFERED BY US AT DEALVECTOR.COM, MY.DEALVECTOR.COM, BANKER.DEALVECTOR.COM AND ASSOCIATED DOMAINS OR SUBDOMAINS (THE “SERVICES”). BY CHECKING THE APPROPRIATE BOX DURING REGISTRATION, YOU ARE INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS.  This Agreement includes the DealVector Privacy Policy, which is incorporated into this Agreement by reference.

Registrants on DealVector are “Users.” Users that, in DealVector’s sole discretion, are deemed “Validated” with respect to their professional identity become “Members.” The Services are intended for use by professionals undertaking the sharing or analysis of financial information.

Disclaimer

DealVector is not a broker/dealer, financial institution, or financial advisor. DealVector does not provide brokerage services, financial advisory services, or financial products, and nothing herein constitutes an offer by DealVector or any DealVector personnel to buy or sell securities. Any information you may encounter through the Service reflects only the opinions of its author. Under no circumstances does any information you may encounter through the Service, including but not limited to any DealVector facilitation of communication between Users of the Service or deployment of financial models, represent a recommendation by DealVector or any DealVector personnel to buy or sell securities or any other asset or investment; nor an endorsement of any User as an investment adviser or otherwise; nor an assertion that the provision of such information by Users is compliant with applicable law or regulation. DealVector and its Users are not responsible or liable for the accuracy, usefulness or availability of any information made available through the Service (“DealVector Content”). We make no representation or warranty, express or implied, as to the accuracy or completeness of any DealVector Content (including User-Supplied Content (USC, as defined in the Privacy Policy)) resulting from the use or access of any aspect of the Service, and shall not be responsible or liable for any trading or investment decisions based on such information. By viewing the Service, you may be exposed to content that you rely upon to your detriment. You take sole responsibility for such exposure and reliance.

Accounts

An individual may establish one (1) User account (the “Account”) at any time. You agree that you will not allow any others to use or access your User identification, credentials, or Account. You must provide accurate and complete Account details when registering, and you must keep such information current. While the required information is narrow and limited, we may terminate your Account immediately for failure to maintain these individual Account integrity requirements.

Usage

Users access the Services to share and analyze information in a professional capacity. DealVector provides a variety of tools to facilitate the effective sharing and analysis of DealVector Content among its professional Users. Among these are features to enable and manage: deal and asset class affiliations, validation of Accounts, content permissions and restrictions, notifications, content deployment, and others.

By delivering USC to DealVector, you grant us the non-exclusive, irrevocable, fully paid-up and royalty free right and license to share, reproduce, distribute, use, and display the USC with other Users, as well as to modify the USC as necessary to optimize formatting or functionality for deployment via our tools, all for the purposes of delivering and administering the Services. You also generally grant other Users the right to access the USC (which access however may be managed and restricted specifically by rules you determine using our platform tools). All USC delivered to permission-based features will be treated as confidential to the extent the USC is not permissioned for access by other Users according to those feature toolsets. You also grant DealVector and its affiliates the irrevocable, fully paid-up and royalty free right and license to create aggregated and anonymized derivative works from the USC as described in the Privacy Policy.

In addition to the above, you acknowledge and agree that DealVector or any User may access, review, store, reproduce and/or disclose, as applicable, any relevant USC they receive if required to do so by law, court order or other legal process (including, without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), in connection with any proceeding by or before a governmental or judicial authority, regulatory or administrative body or securities exchange, or by law, rule, or regulation.

Users and not DealVector are responsible for the substance of USC they share. By delivering USC, you represent that you are entitled to grant us these rights and the delivery of your USC does not violate the intellectual property or contract rights of others.

As a User, you understand and agree that you access USC delivered by other Users entirely at your own risk and must exercise caution as well as your professional judgment when using the Services. Similarly, the Service from time to time may include as a convenience links to external websites and content not controlled by DealVector. You should also exercise caution and judgment when accessing such links.

By using the Services, you agree that DealVector will not be liable for any USC or modified USC, or any errors or omissions therein; nor will we be liable for any type of loss or damage incurred because of the use of this content by you, or your accessing of any external links. You also agree that other Users who may have provided USC will not be liable for any such loss or damage of any kind suffered by you.

DealVector has the right, but not the obligation, to monitor, and restrict the contribution of and/or remove USC, in DealVector’s sole discretion.

Your access to DealVector Content is provided for your own analytic purposes only. You may not display, link or stream DealVector Content (other than USC you have provided) on a third party’s web page or service, or in any way redistribute DealVector Content to third parties without DealVector’s express written consent.

As a general matter all Users are responsible for complying with any applicable privacy and data protection regulations. You agree to process any Personal Data you receive on the Service minimally and only as necessary for your business purpose. If you manage the access to your USC based on PII, you may be considered a Data Controller when processing personal data that originates in the European Economic Area (“EEA”). In such cases DealVector may be considered a Data Processor and you authorize DealVector to process the personal data minimally to provide the Service, to transfer such personal data to the US, and to disclose it onward to other Users and service providers as necessary to provide the Service. You agree to protect EEA Personal Data according to the guidelines found under the Data Privacy Framework.

If you estimate that you cannot do so, you will notify DealVector, stop processing the information, and undertake reasonable steps to remediate any situations where the standards were not met. This is important because DealVector may have potential liability in cases of its onward transfer of Personal Data to third parties that do not meet the criteria set forth herein and in the Privacy Policy. DealVector is a Data Controller with respect to PII and any Personal Data that it manages for its own business purposes including the initial Validation of Accounts. In certain cases when requested by clients pursuant to applicable engagements, we may enter into contracts that include Data Processing Addenda and Contractual Clauses governing the handling of forward transfers of the data described herein.

Disclaimer of Liability

DealVector’s disclaimers of liability in this Section are in addition to any other disclaimers elsewhere in this Agreement. IN NO EVENT SHALL DEALVECTOR, ITS OFFICERS, AGENTS, USERS, LICENSORS OR SUBCONTRACTORS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, or CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST INCOME, PROFIT, OR GOODWILL, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, IN EACH CASE RELATING IN ANY WAY TO ANY ELEMENT OF THE SERVICE, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, DEALVECTOR SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE. Notwithstanding the foregoing, or in the event the foregoing is held invalid or inapplicable, by accessing the Service you agree that DealVector’s liability to you for any and all claims, damages, losses, and causes of action (whether based on warranty, contract, tort or any other legal theory) shall not exceed the greater of the amount you have actually paid to DealVector for accessing the Service for the 12-month period immediately preceding the first event giving rise to any liability, or $30,000.

“As Is” Disclaimer of Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND EXCEPT AS EXPRESSLY STATED HEREIN. DEALVECTOR, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE ABOVE, DEALVECTOR MAKES NO WARRANTIES THAT (A) THE SERVICE WILL BE ACCURATE, RELIABLE, COMPLETE, OR TIMELY, (B) THE SERVICE WILL OPERATE ERROR-FREE OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS (PROVIDED, HOWEVER, THAT DEALVECTOR SHALL UTILIZE DEALVECTOR’S COMMERCIALLY REASONABLE EFFORTS TO SECURE AND DEFEND ITS PRODUCTS AND SYSTEMS FROM ANY COMPUTER VIRUS OR OTHER HARMFUL MECHANISM), OR (C) THE DEALVECTOR CONTENT, INCLUDING THE USC, WILL BE ACCURATE OR COMPLETE.

NO ORAL OR WRITTEN INFORMATION OR ADVICE OTHER THAN A WRITTEN AGREEMENT EXECUTED BY AN OFFICER OF DEALVECTOR SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO DEALVECTOR. UNDER NO CIRCUMSTANCES SHALL DEALVECTOR BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICE AND/OR THE DEALVECTOR CONTENT.

Indemnification

You agree to indemnify and hold harmless DealVector and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Services (including your provision of any USC), or (b) your breach of this Agreement.

Miscellaneous

Defined terms shall have the meaning set forth in this Agreement. Neither you nor DealVector are responsible for any failure or delay in the performance of any obligation under this Agreement to the extent the delay results from events beyond the reasonable control of each and is not occasioned by the fault of either you or DealVector, respectively (“Force Majeure”). You warrant and we warrant that neither has received nor been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other in connection with this Agreement, nor procured or used services in breach of anti-slavery and trafficking laws.

You understand and agree that, except as expressly set forth herein, this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement. Except as expressly provided in a separate executed agreement, or additional disclaimers related to your access of other Users’ USC, this Agreement and the Privacy Policy, constitute the entire agreement between you and DealVector with respect to the use of the Service.

Governing Law, Jurisdiction and Compliance

This Agreement is governed by the internal substantive laws of the state of New York, without respect to its conflict of laws principles. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this Agreement shall be in the state or federal courts located in New York County, New York. DealVector is a U.S. company with Services delivered from the United States, and we make no representations that the Services may be permitted or deliverable in other jurisdictions. By accessing the Services, you represent and warrant: that you are over the age of 18; that you are not located in a country that is terror-supporting as determined by the United State government, nor subject to U.S. embargo; and that you are not a prohibited or restricted party as designated by the United States government. The United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not govern this Agreement, and are hereby expressly excluded.

Arbitration

Any action hereunder by a User must be brought, if at all, from the earlier of (a) the time permitted for such action by the applicable statute of limitations or (b) within one (1) year from the date upon which you first become aware of the cause of action. You agree that all disputes and claims arising out of, or relating to, this Agreement or any element of the Service, your use of any element of the Service (including the arbitrability of any claim or dispute and the enforceability of this paragraph), or to any other alleged act or omission by you or DealVector, shall be determined exclusively by final and binding arbitration. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) before a panel of three arbitrators and conducted in Manhattan, New York. You and DealVector also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. Except as expressly set forth in this paragraph, you and DealVector may litigate in court only to compel arbitration under this Agreement to enter judgment on the award rendered by the arbitrators, or to vacate or modify the arbitrators’ award to the minimum extent and only for the specific reasons permitted by applicable law. To the fullest extent permitted by applicable law: no arbitration under this Agreement shall be joined to an arbitration involving any other current or former User of DealVector, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and DealVector); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and DealVector). To the extent that you have breached this Agreement in any manner which violates DealVector’s or any of its User’s intellectual property rights, or may reasonably cause continuing or irreparable harm to DealVector (including, but not limited to, any breach that may impact DealVector’s or it’s User’s intellectual property rights, or a breach by reverse engineering), DealVector may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction in addition to all other remedies provided by this Agreement or available at law. This Agreement and any arbitration involving the terms hereof shall be governed under the laws of the State of New York, without regard to conflict of law principles.

Notices

DealVector may provide you or your designated agent with any notices under this Agreement by means of a prominent posting on the Service, by e-mail, or by sending a message through the Service.

Termination

DealVector may, in its sole discretion, terminate this Agreement or suspend your Account at any time upon written notice to you in the event that you breach (or DealVector reasonably suspects that you have breached) any provision of this Agreement, or if DealVector is unable to verify or authenticate any information you submit to DealVector as part of the registration process, or in the event of your inappropriate use of the service or violation of any of DealVector’s policies as determined at DealVector’s sole discretion, or if it is necessary for DealVector’s business purposes in its sole discretion. If DealVector terminates this Agreement, or suspends your Account for any of the reasons set forth in this paragraph, you agree that you forfeit any amounts you have paid DealVector. Upon termination of this Agreement for any reason, all of your rights to use the Service and materials shall immediately terminate, and you shall immediately cease using all DealVector Content (other than USC you delivered) except for internal compliance retention purposes; provided, however, that you are still responsible under the terms of this Agreement for any and all actions you may have taken prior to termination.

Assignment

Your account is unique to you. You may not assign, novate or otherwise transfer any rights or obligations under this Agreement without DealVector’s prior written consent. Any attempted or purported assignment, delegation or other transfer by you without such consent shall be void. DealVector’s rights and obligations under this Agreement may be assigned to a successor firm or subsidiary firm that assumes those rights and obligations in writing.

Severability

If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Neither DealVector’s nor your failure to pursue any available claim or defense pursuant to this Agreement or otherwise will be a waiver of such claim or defense. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

Modification

We are continually improving our Service functionality. Because of these ongoing changes, changes in the law and the changing nature of technology, our terms of service may change.

DealVector reserves the right, in its sole discretion, to change, modify or otherwise alter these Terms of Service by updating this posting. Your continued use of the Service following these changes indicates your acceptance of the terms, so you should periodically review this page. Certain controllers of USC within DealVector may provide additional disclaimers and terms of use, and you should review these as well when accessing such content.

Contact

For any questions related to this Agreement and the Privacy Policy, or for communications related to any rights or obligations therein, please contact info@dealvector.com