Stop losing control when files leave your organisation
Granular 8-level access, dynamic watermarking, and a full audit trail on your end. One-click access for every client, auditor, or contractor on theirs.
200,000+ organisations share externally with confidence
Built for your most critical projects
Ideals Vault protects your sensitive data across regulated workflows, audits, external collaboration, and beyond
Finance, legal & banking
Secure regulated workflows
Stay audit-ready and securely share financial, tax, and legal data externally with full compliance
Life science
Compliant clinical trials
Enable HIPAA-compliant file sharing across research sites, sponsors, and regulators
Architecture & construction
Seamless remote access
Share plans, blueprints, and specs anywhere, even job sites, with DWG support and mobile access
See Ideals Vault in action
Take a product tour to see how Ideals Vault enables secure file sharing with internal and external stakeholders
Fortified. Certified.
Ensure regulatory compliance with ISO 27001, ISO 27017, ISO 27701, SOC 2/3, GDPR, and HIPAA standards backed by independently verified security scores: SecurityScorecard (99/100) and UpGuard (948/950)
99
/100
948
/950
Clear pricing. Predictable budgeting. Total control.
Budgeting and scaling stays simple and predictable with clear per-user pricing with no hidden fees
Vault provides enterprise-grade security with SSO/SAML integration, 2FA authentication, IP/domain restrictions, dynamic watermarking, redaction capabilities, and custom password policies. All activity is tracked with exportable audit trails, creating complete visibility and accountability for every document interaction.
Yes, Vault provides comprehensive dynamic watermarking that can be applied to all documents when viewing, printing, or downloading, and supports granular read-only permissions for external parties.
Ideals Vault provides instant access revocation capabilities that allow you to remove user access in seconds once any phase or whole project is complete.
Yes, Ideals Vault supports secure online viewing for over 40 file types, including PDF, Microsoft Office, image, video, DWG, and email (MSG, EML) files.
Vault operates as a dedicated external workspace that sits alongside your existing Microsoft 365 and SharePoint environment rather than integrating directly within it. This separation is intentional and provides security benefits, still allowing files uploading directly from your SharePoint or OneDrive folders.
We provide an industry-leading choice of secure data storage locations across Europe, Asia, Oceania, North and South America.
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PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION THAT YOU SHOULD KNOW BEFORE CONTINUING TO USE OUR SITES LOCATED AT HTTPS://WWW.IDEALSVDR.COM AND ANY SUBDOMAINS, AS APPLICABLE (“SITE”), WEB, MOBILE AND/OR DESKTOP APPLICATION (“APPLICATION”), VIRTUAL DATA ROOM AND/OR OTHER OUR SERVICES (“PRODUCT”). BY CONTINUING TO USE IDEALS’ SITE, APPLICATION OR PRODUCT YOU WILL BE DEEMED TO HAVE ACCEPTED THIS PRIVACY POLICY.
Ideals group of companies includes iDeals Solutions Group Limited, iDeals Solutions Group, iDeals Solutions Operations Limited and their affiliates (“Ideals”, “we” or “us”) who are committed to respecting your data privacy and keeping your information secure and confidential.
This Privacy Policy (“Privacy Policy”) explains how Ideals collects, uses, shares, and secures the Personal Information you (“customer”, “you” or “your”) provide during your online and offline interactions with us in connection with the Site or Application in order to use the Product.
As used in this Privacy Policy, “Personal Information” means any information that can be used to individually identify a person, and may include, but is not limited to, name, email address, phone number, title, and other personally identifiable information.
Ideals will be the controller of your Personal Information that is provided, collected and/or processed pursuant to this Privacy Policy by you directly. If you have any questions about whether any of the foregoing applies to you, please contact us using the information set forth in the “Contact Us” section below.
This Privacy Policy may be updated from time to time for reasons such as operational practices or regulatory changes, so we recommend that you review our Privacy Policy when returning to our Site.
Collected information
This Privacy Policy applies to Personal Information we collect from you through our Site or Application. We obtain Personal Information in the following forms: (i) information provided by you, for example as part of the sign-up process, and (ii) information that we obtain or collect automatically from your use of the Site or Application, and Product.
Personal Information provided by you: The product offered to visitors of the Site and users of the Application requires you to register for a personal account with Ideals (“Personal Account”). When registering for a Personal Account, Ideals will ask you to supply us with certain information about yourself by filling out and submitting an online form. Ideals may ask you to voluntarily supply us with certain information about yourself by filling out and submitting an online form for marketing purposes as well.
To become a registered user you will have to create a Personal Account. Its creation implies providing the following information:
Your name (first name and last name),
Your company,
Your title or work position,
E-mail address,
Home/work/mobile telephone number,
Physical address (optional),
Country,
4 last digits of your credit/debit card number (optional),
IP addresses and other information collected passively, as further detailed in the “Information that we obtain or collect automatically from your use of the Site” section below.
Information that we obtain or collect automatically from your use of the Site or Application: We may automatically collect certain information from your use of the Site or Application, such as usage data, preferences, or any other information concerning how you use the Product.
In particular, our servers automatically record certain information and/or we may use cookies (small text files placed on a device’s hard disk by a web service) or similar tracking technologies to collect the following types of information:
Your browser type, language, plug-ins, Internet domain, type of device and operating system;
Your Internet Protocol (IP) address;
Your timezone;
Your device screen resolution;
The website(s) you visited before visiting the Site and the website(s) you visited after visiting the Site;
Unique identifiers, including mobile device identification numbers, that may help detect the physical location of such devices;
Data related to your interactions with content on the Site and Applications, such as use patterns and the type of content viewed or favourited in the Site and Applications.
Please note that you may set most browsers to notify you if you receive a cookie or you may choose to block cookies with your browser. Additional information on how we use cookies and other tracking technologies and how to control them can be found in our Cookie Policy.
In addition, by using our Site or Application, network information such as Product usage information, may be transmitted back to us. It helps us to determine how users are interacting with our Product, improve our Product, and correct any problems that may occur.
We record calls for the purpose of quality control as our legitimate interest, on the basis of the Article 6 section 1 letter f of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). Call recordings are stored for the period of 36 months as of the date of a record unless we receive a request for erasure/withdrawal of consent/access earlier as indicated in this Privacy Policy.
Referrals
If you choose to use our referral service to invite a third party to use our Product, you represent that you have such third party consent to provide us with his/her Personal Information such as:
E-mail address,
Name (first name and last name),
Company,
Title or work position,
Home/work/mobile telephone number,
Language.
We will automatically send such a person a one-time email inviting him or her to visit the Site and use the Product. This person will be required to accept this Privacy Policy to continue using the Product.
If you choose to use our additional service such as USB flash drive delivery for a third party, you may be requested to share the following information about this third party:
home/work/mobile telephone number,
Internet Protocol (IP) address,
Physical address.
In this case, you represent that you have such third-party consent to provide us with his/her Personal Information.
Geolocation
We collect your location-based information such as country, region, and city for the purpose of optimizing your connection to our data center. We will only share this information with our data center provider for the sole purpose of providing our service and Product to you.
If you prefer to restrict sharing your information in this manner you may opt out of location-based services at any time by changing the settings in your Internet-connected device or by contacting us using the information in the “Contact Us” section of this Privacy Policy.
Registration options
As described above, we will ask you to create a Personal Account to enable you to use the Product. Once the Personal Account is created, you will be able to access, review and update your personal account information online via the Site or the Application.
When you sign up, you, therefore, consent to receive system emails, communications from our customer support team and newsletters about Product updates from us. If you would like to discontinue receiving these notifications, you can update your preferences by clicking the “Unsubscribe” link found in such emails or by contacting us using the information in the “Contact Us” section of this Privacy Policy.
Please note that you may choose not to create a Personal Account. If you choose so, you will still have access to many of the Site’s web pages, however, you may be unable to access certain options and services that we offer only to registered users.
Use of personal information
Ideals uses your Personal Information to:
operate and improve the Site, Application, and Product;
customize your experience on the Site, Application, and Product;
deliver communications that may be of interest to you, either electronically or otherwise;
enforce this Privacy Policy;
enforce terms and conditions/user’s agreement;
conduct market analysis, traffic flow analysis and related reporting to third parties;
provide reports based on information collected from the use of our Site, Application, and Product;
keep you up to date on the latest Product announcements, software updates, software upgrades, system enhancements, special offers, and other information, provided that you can modify your marketing preferences;
provide support and assistance with our Site, Application, and Product;
verify the user’s identity;
provide you with shipping and billing information;
request customer feedback;
provide information related to the use of the Site, Application, and Product;
conduct questionnaires and surveys in order to provide better products and services to our customers and end users. Your completion of any questionnaires is voluntary;
understand more about you, so we can personalize newsletters and websites according to your preferences (e.g. enable you to request specific information on products and services to be included in these newsletters);
marketing purposes;
for any other purposes disclosed to you at the time we collect your Personal Information.
Unless you explicitly request to opt-out, Ideals may analyze anonymized and vectorized Data to develop, improve, and personalize its products (e.g. full-text search) and services (e.g. premier customer support) using heuristics evaluation, machine learning algorithms, and other techniques. This analysis may involve the use of unidentifiable Data, which will stay within Ideals’ secure perimeter, and will only be used for the purposes stated in this clause.
Processing and sharing your personal information
By accessing or using the Site, Application, or Product, or otherwise providing information to us, you consent to the processing and transfer of information in and to the U.S. and other countries and territories, which may have privacy laws different from your country of residence. Please note that some of the recipients of your Personal Information referenced above may be based in countries outside of the European Union whose laws may not provide the same level of data protection. In such cases, we will ensure that there are adequate safeguards in place to protect your Personal Information that comply with our legal obligations. If the recipient is not a member of the Ideals group of companies, adequate safeguard might be provided by signing a data transfer agreement with the recipient based on standard contractual clauses approved by the European Commission for transfers of personal data to third countries.
We may also share Personal Information with third parties including as follows:
Vendors, Consultants and Other Service Providers: We may share your Personal Information with third-party vendors, consultants and other service providers who are working on our behalf and require access to your Personal Information to carry out their work, such as to process billing, provide customer support, etc. These service providers are authorized to use your Personal Information only as necessary to provide services to Ideals or Product.
In some cases, we may share your information with third-party vendors to understand which areas and features of the Product are most popular and/or to improve the overall effectiveness of the Product and its features.
Corporate Account: If you are an individual registered user and the domain of the primary email address associated with your corporate account is owned by your employer and was assigned to you as an employee of that organization, and such organization wishes to establish a corporate account, then certain information concerning past use of your individual account may become accessible to that organization’s administrator including your email address.
For Collaboration: We may share your Personal Information when you choose to use collaboration features in the Product that by their nature support sharing with third parties who you choose. Your name, email address, information from your profile and online account, and any content you choose to distribute will be shared with such third parties. Such third parties may communicate with you by posting comments or emailing you in connection with your use of the collaboration features of the Product. For example, third parties whom you invite to collaborate with you using the collaboration features of the Product may also modify content that you have shared, upload documents to content you have shared, share such content outside of the Product, and provide other third parties with the rights to view the сontent you have shared.
Compliance with Laws: We may disclose your Personal Information to a third party if (a) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or governmental request, (b) to enforce our agreements, policies and terms and conditions/user’s agreement, (c) to protect the security or integrity of the Product, (d) to protect Ideals, our customers or the public from harm or illegal activities, (e) to respond to an emergency which we believe in the good faith requires us to disclose information to assist in preventing the death or serious bodily injury of any person.
Aggregated or Anonymized Data: We may also share aggregated or anonymized information with third parties that do not directly identify you.
Collaboration and sharing features
Ideals offers collaboration features or other integrated tools, which allow you to share your content through the Product. Because these features are of the collaborative nature of the Product and are based on the permissions and settings you choose, their use enables you to share content with people you want to collaborate with. You can choose to change your settings at any time for a file or folder through your account.
Security of information
Personal Information you provide to us is protected by the password you create when registering to use the Site, Application, and Product. Please understand that you can help prevent the unauthorized disclosure of information by choosing and protecting your password appropriately. You can also help
prevent unauthorized disclosure by not sharing your password and preventing others from using your computer or mobile device.
We have implemented reasonable administrative, technical and physical security measures to protect your personal information against unauthorized access, destruction or alteration. For example:
SSL encryption (https) is everywhere where we deal with Personal Information.
Databases encryption;
Hosting data on physically secure servers that are also protected by firewalls.
We use commercially reasonable security procedures to protect all collected Personal Information. Please understand that no security system is perfect and, as such, we do not guarantee the security of the Site, or that your Personal Information won’t be intercepted while being transmitted to us. If we learn of a security systems breach, then we may either post a notice or attempt to notify you by email. We will take reasonable steps to remedy the breach.
Data subject rights
You have certain rights with respect to your Personal Information as set forth below. Please note that in some circumstances, we may not be able to fully comply with your requests. We may ask you to provide us with additional information in connection with your request. If we need to verify your identity or the nature of your request, we may ask you to provide more details regarding your Personal Information. In such situations, however, we will still respond to let you know of our decision.
To make any of the following requests, contact us using the contact details referred to in the “Contact Us” section of this Privacy Policy.
Access:You can request to receive a copy of the Personal Information we hold about you.
Rectification: If you believe that any Personal Information we are holding about you is incorrect or incomplete, you can request that we correct or supplement it. You can also correct some of this information directly from your service account. Please contact us as soon as possible upon noticing any such inaccuracy or incompleteness.
Objection:You can contact us to inform that you object to the collection or use of your Personal Information for certain purposes.
Erasure:You can request that we erase some or all of your Personal Information from our systems.
Restriction of Processing:You can ask us to restrict further processing of your Personal Information.
Portability: You have the right to ask for a copy of your Personal Information in a machine-readable format. You can also request that we transmit the data to another entity where technically feasible.
Withdrawal of Consent: If we are processing your Personal Information based on your consent (as indicated at the time of such data collection), you have the right to withdraw your consent at any time. Please note, however, that if you exercise this right, you may have then to provide express consent on a case-by-case basis for the use or disclosure of certain of your Personal Information, if such use or disclosure is necessary to enable you to utilize some or all of our Products.
Right to File Complaint: You have the right to lodge a complaint about our practices with respect to your Personal Information with the supervisory authority of your country or EU Member State.
California privacy rights
The California Consumer Privacy Act (“CCPA”) provides consumers with specific rights regarding their Personal Information. You have the right to request that businesses subject to the CCPA (which may include our affiliates and/or third parties for marketing purposes) disclose certain information to you about their collection and use of your Personal Information over the past 12 months. In addition, you have the right to ask such businesses to delete Personal Information collected from you, subject to certain exceptions. If the business sells Personal Information, you have a right to opt out of that sale. Finally, a business cannot discriminate against you for exercising a CCPA right.
When offering services to its customers, Ideals acts as a “service provider” under the CCPA and our receipt and collection of any consumer Personal Information is completed in order for us to provide the Service. Please direct any requests for access or deletion of your Personal Information under the CCPA using the information set forth in the “Contact Us” section below.
Consistent with California law, if you choose to exercise your applicable CCPA rights, we won’t charge you different prices or provide you with a different quality of service. If we ever offer a financial incentive or product enhancement that is contingent upon you providing your Personal Information, we will not do so unless the benefits to you are reasonably related to the value of the Personal Information that you provide to us.
Access by minors
Ideals does not knowingly collect or store any Personal Information from or about children under the age of 18. If you believe a child under the age of 18 has under any circumstances provided us with their Personal Information and data, ask a parent or legal guardian of that child to contact us using the contact details referred to in the “Contact Us” section of this Privacy Policy and request to delete their children’s information from our records.
Data privacy framework
IDeals complies with the EU-U.S. Data Privacy Framework (EU-U.S. DPF) and the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (Swiss-U.S. DPF) as set forth by the U.S. Department of Commerce. Ideals has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (EU-U.S. DPF Principles) with regard to the processing of personal data received from the European Union and the United Kingdom in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF. Ideals has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (Swiss-U.S. DPF Principles) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF. If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern. In accordance with the Principles, Ideals shall remain liable for onward transfers if a processor processes personal data in a manner inconsistent with the Principles. To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit https://www.dataprivacyframework.gov/
Note:In the Data Privacy Framework database you may locate us under the name “Dealigence” as our legal organization in the United States operates under the name “Dealigence Inc., dba iDeals Solutions Group.
Changes to this privacy policy
We will occasionally update this Privacy Policy to reflect customer feedback and changes in our Site, Application, or Product. When we post changes to a statement, we will revise the “last updated” date at the top of the statement. If there are material changes to the statement or any changes in the way Ideals will use Personal Information, we will notify you either by posting a notice of such changes before they take effect or by directly sending you a notification.
User consent
By using Site, Application, or Product you consent to the terms of this Privacy Policy and to our processing of Personal Information for the purposes given above as well as those explained where Ideals collects Personal Information.
Recourse, enforcement and liability
Since Ideals is committed to protecting your privacy as set forth in this Privacy Policy, if you think we are not in compliance with our Privacy Policy, if you have any questions or if you wish to take any other action concerning this Privacy Policy or your Personal Information, we encourage you to contact us using the contact details set forth in “Contact Us” section below. We will investigate your complaint, take appropriate action and report back to you within 30 days.
In compliance with the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF, Ideals commits to cooperate and comply respectively with the advice of the panel established by the EU data protection authorities (DPAs) and the UK Information Commissioner’s Office (ICO) and the Swiss Federal Data Protection and Information Commissioner (FDPIC) with regard to unresolved complaints concerning our handling of personal data received in reliance on the EU-U.S. DPF and the UK Extension to the EU-U.S. DPF and the Swiss-U.S. DPF.
Ideals is subject to the investigatory and enforcement powers of the United States Federal Trade Commission. Ideals may be required to disclose personal information to law enforcement, regulatory or other government agencies, or to other third parties, in each case to comply with legal, regulatory, or national security obligations or requests.
The resource mechanisms are available at no cost to you. Damages may be awarded in accordance with applicable law.
Under certain conditions, if you are not satisfied with the above recourse mechanism, you may be able to invoke binding arbitration.
Language
For your convenience, this Privacy Policy may be translated into other languages. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall prevail.
Contact us
If you have any inquiries or complaints, you may contact us:
in writing: Hirschmattstrasse 30a, CH-6003 Luzern, Switzerland
Cookie policy
LAST UPDATED: November 4, 2024
This Site uses cookies to improve the user experience and ensure that it is functioning effectively.
Introduction
This Cookie Policy is a part of our Privacy Policy. For more information about how we collect and protect your information, please see our Privacy Policy.
Ideals group of companies includes iDeals Solutions Group Limited, and iDeals Solutions Group, iDeals Solutions Operations Limited, and their affiliated and related companies (“Ideals”, “we” or “us”) and our partners use cookies or similar technologies to analyze trends, administer and track users’ movements while browsing our sites located at https://www.idealsvdr.com and any subdomains, as applicable (“Site”), web, mobile and/or desktop application (“Application”), virtual data room and/or other our services (“Product”). We collect information about you, how you use our Site, Application, or Product, and what IP address you use to access our Site, Application, or Product.
Whenever you use our Site, Application, or Product, information may be collected through the use of cookies and other technologies. By using our Site, Application, or Product you agree to our use of cookies and similar technologies as described in this Cookie Policy.
What cookies are and does Ideals use them?
Cookies are small text files that are placed on your device by websites and services that you visit or access. They are widely used to make websites and services function efficiently, and to inform us about our users’ experience interacting with our Site, Application, or Product, and advertisements. Some cookies last only during a web session and expire when you exit the browser; other cookies may last longer than your web session. For example, some cookies may be placed and remain on your device after you exit your browser to recognize you when you return to our website. The table below explains the cookies that Ideals and our third party partners use and why.
Cookies we use and why we use them
Cookie
Purpose
Practice
Functional Cookies
Preferences and Settings
These cookies are used to record a user’s choice and settings that enable our Site, Application, and Product to operate correctly. They may be stored on your device to maintain your preferences over time. For example, Ideals saves preferences, such as language, page layout, time zone, show/hide position of documents in the list.
Sign-in and Authentication
When you sign in to your account with our Site or Product, we store encrypted authentication token and log the information on your actions to force automatic logout in case of inactivity or vice versa let you continue your session. This cookie allows us to track your activity, prolong sessions, and see the list of the virtual data rooms where you have been authorized. You can also save your sign-in information, so that you do not have to enter your credentials each time you return to the Site.
General usage
These cookies simplify the usage of our Product, for example by auto filling the fields within Site, Application, or Product, as well as supporting the general usage (safekeeping request IDs or hiding repeated technical messages). This cookie autofills the user email into Email field on Forgot Password page, adds room name into Close Room message, shows error modal in a case of PDF printing problem, etc.
Universal Analytics
Analytics
Ideals uses cookies and other identifiers to collect usage and performance data. Gathered statistics allow us to improve our Site, Application, or Product. For example, we use cookies to count the number of unique visitors to the Site, Application, or Product or to our blog to develop other statistics about the operations of our Site, Application, or Product. This includes cookies from Ideals and from third-party analytics providers such as Google Analytics.
Facebook, Yahoo, Bing and Twitter Cookies
Social Media
Our Site, Application, and Product include code snippets provided by social media companies that can determine if you are already logged in to a given social media account. These code snippets read cookies previously set by social media websites while you are browsing web content being logged in to those social media sites. These cookies can be used for advertising and remarketing as well.
If you would like to get more information on the cookies we use, please contact us using the information set forth in the “Contact Us” section below.
How to control cookies?
By using our Site, Application, or Product you expressly agree that we can place cookies on your computer or device as explained above. However, you can control and manage cookies in various ways. Please bear in mind that removing or blocking cookies can impact your user experience and some parts of the Site, Application, or Product may no longer be fully accessible.
Browser controls
Most browsers will allow you to see what cookies your device stores and delete or block cookies from selected or all websites. Be aware that any preference you have previously set will be lost if you delete all cookies, including your preference to opt-out from cookies as this itself requires an opt-out cookie to have been set. For more information on how to modify your browser settings to block or filter cookies, please see http://www.aboutcookies.org/ or http://www.cookiecentral.com/faq/.
Email communications
We may also use tracking technologies to determine whether you have read or clicked on certain email communications we send to you so that we can make our communications more relevant and helpful. If you do not wish us to confirm whether you have opened, clicked on or forwarded our communications, you will need to unsubscribe, as it is not possible for us to send these emails without tracking. Registered subscribers can update their email communication preferences at any time by contacting us, or you can unsubscribe by following the instructions in our email communications.
Changes to this cookie policy
We may update this Cookie Policy from time to time at our discretion. When we make changes to this Cookie Policy, we will amend the revision date at the top of this page. The updated Cookie Policy shall be effective as of that revision date. We encourage you to periodically review this Cookie Policy to stay informed about how we use cookies.
Language
For your convenience, this Ideals Cookie Policy may be translated into other languages. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall prevail.
Contact us
If you have any inquiries or complaints, you may contact us:
in writing: Hirschmattstrasse 30a, CH-6003 Luzern, Switzerland
Service Agreement
LAST UPDATED: April 23, 2026
These Terms and Conditions of Services govern the provision of the Services by an entity from the Ideals Group of companies (“Ideals”) to the Client. The Client and Ideals are separately referred to as a Party, and together, are referred to as the Parties. The Client, being an enterprise, professional, or institutional customer, represents and warrants that it has the authority to enter into and comply with the Agreement. The Services and the Solution are offered only for business or professional usage, shall be used solely for the purposes of the Project and the Client’s business activities, and no consumer use shall be permitted under any circumstances. The Client shall ensure that the Services and the Solution are used exclusively in accordance with these limitations.
Definitions
“Affiliate(s)” means with respect to either Party, any other entity that directly or indirectly controls, is controlled by or is under common control with a Party. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such an entity, whether through the ownership of voting securities, or by contract or otherwise.
“Agreement” means Terms and Conditions of Services along with the Free Trial Plan order or the Ideals Data Room Delivery Order. This Agreement, any Delivery Order or other documents issued pursuant thereto may be executed, signed or otherwise accepted by the Client, including by means of their acceptance through any system or tool.
“Availability Guarantee” means that the Solution is available and accessible for use by the Client at least 99.95% of the time, measured on a calendar-month basis.
“Binary files” means files that cannot be converted to secured format. Binary files may be downloaded only in their original format and can’t have any security restrictions. List of supported file formats for secure viewing and downloading available at https://www.Idealsvdr.com/tc-subscription-plans/.
“Client” means the entity indicated in the relevant section of the Delivery Order.
“Client Data” means all electronic data or information uploaded to the Data Room.
“Corporate Account” means Solution area that connects the Agreement between the Client and Ideals with the actual Solution. Corporate Account provides access to the list of all Data Rooms associated with the Corporate Account, allows management of Corporate Account Participants, and has information about usage and Agreement.
“Corporate Account Participants” means users, invited by the Corporate Account Owner or Corporate Account Managers or identified in the written form and invited by Key Ideals Contact or Ideals Support Agent, which have permission to create the Data Rooms associated with the Corporate Account, and optionally can have access to the Corporate Account to perform actions allowed by the Corporate Account Owner.
“Corporate Account Owner” means a user with access to all available sections and unlimited permissions within the Corporate Account, who can invite Project Coordinator(s) and Corporate Account Manager(s) to the Corporate Account (or delegate the invitation in the written form to Key Ideals Contact or Ideals Support Agent). The Corporate Account Owner can invite the Data Room Administrator(s) and provide access for Ideals Support Agents to the Data Room(s) associated with the Corporate Account. Corporate Account can have only 1 (one) user with Corporate Account Owner role. The Corporate Account Owner can transfer this role to another user.
“Corporate Account Managers” means users, designated by the Corporate Account Owner, which has access to all sections of the Corporate Account, can create Data Room(s) associated with the Corporate Account, and invite other Corporate Account Managers and Corporate Account Project Coordinators. Optionally can be granted permissions by Corporate Account Owner to invite Data Room Administrator(s) and provide access for Ideals Support Agents to the Data Room(s) associated with the Corporate Account. There is no limit to the number of Corporate Account Managers in the Corporate account.
“Corporate Account Project Coordinators” means users, designated by the Corporate Account Owner or Corporate Account Manager, which can create Data Room(s) associated with the Corporate Account, but do not have access to the Corporate Account itself. Corporate Account Project Coordinators can act as Data Room Administrators in the Data Rooms they create, as well as in the Data Rooms created by other Project Coordinators and Data Room Administrators, provided they receive the necessary permissions. There is no limit to the number of Corporate Account Project Coordinators in the Corporate account.
“Confidential Information” means any and all information disclosed by or became known at the direction of either Party to the other in connection with the provision or use of the Services under the Agreement, irrespective of any confidentiality requirement from a disclosing Party, presence or absence of the confidentiality label on the information, form of the information, or its content including the Client Data.
“Data Room” means Solution area through which authorized Data Room Participants may communicate with other Data Room Participants and process, store, and access various kinds of documents, all in electronic format, intended for the purposes of the Project.
“Data Room Participants” means users, invited or identified in the written form by the Data Room Administrator(s), which can access the Data Room, can review the Client Data and perform actions according to permission and access levels granted by the Data Room Administrator(s).
“Data Room Administrators” also referred to as “Project Administrators” means users, designated by Corporate Account Owner, Corporate Account Managers (if they have respective permissions) for the existing Data Room or themself during the new Data Room creation or by another Data Room Administrator or by Ideals Support Agents on the written request, which have full permissions and the authority to manage the Data Room in relation to the Services. Throughout the entire duration of the Project, they will be the key contacts for the Data Room Participants, Key Ideals Contact or Ideals Support Agents and will, consequently, be in a position to guide the Data Room in terms of strategy. Such users can be disabled or removed from the Data Room by Corporate Account Owner, Corporate Account Managers or other Data Room Administrators.
“Delivery Order” means a document confirming the order for Services. Each duly executed Delivery Order shall be incorporated into and become a part of the Agreement between the Parties.
“Export Control Laws” means all applicable export and re-export control laws and regulations, including, without limitation, the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. Department of State, and comparable laws or regulations of the European Union and any other jurisdiction in which the Services are provided.
“Free Trial” means a limited, free-of-charge service period, commencing when the first Data Room is opened and continuing until the start of Service Rendering Term, as specified in the applicable Delivery Order executed by the Client.
“Ideals Support Agents” means representatives of Ideals’ Support team, which can provide consultations, help with problems, and answers to questions from Corporate Account Participants and Data Room Participants about the Solution. Ideals Support Agents can also execute tasks related to the Corporate Account on the written request from the Corporate Account Owner or Corporate Account Managers (if they have respective permissions) and the Data Room on the written request from Corporate Account Owner, Corporate Account Managers or Data Room Administrators (if they have respective permissions). Subject to the Agreement, additional fees may be applied for the execution of certain tasks.
“Key Ideals Contact” means a representative of Ideals’ sales team or customer success team designated to manage and support the Client’s Agreement.
“Project” means the Client’s on-going business activities for which purpose the Solution and Services are provided.
“Sanctions” means any economic or financial sanctions, implemented, administered, or enforced by the United Nations Security Council, the United States of America, the United Kingdom, the European Union (EU) or its member states, Swiss Confederation or any other applicable jurisdiction.
“Services” includes the software-as-a-service offering of the Solution as described in the Agreement.
“Service Credit” means the applicable service level credit set forth in clause 2.5.
“Service Rendering Term” consists of the following consecutive periods, which shall take effect in the order set out below, unless otherwise agreed in writing:
“Extended Term” means an additional service period granted under the applicable Delivery Order, which always precedes the Subscription Term and provides the Client with continued access to the Solution for the duration specified in the Delivery Order, without any increase to the agreed Subscription Fees.
“Subscription Term” means the primary paid service period, the length of which is specified in the applicable Delivery Order.
“Follow-On Term” means any renewal or extension of the Subscription Term, in accordance with the renewal provisions of this Agreement.
“Solution” means the proprietary Ideals’ software developed and operated by Ideals for the deployment and functioning of electronic virtual Data Rooms.
2. Ideals Services
2.1. Services are provided in accordance with the terms and conditions outlined in the Agreement, as per the subscription plan selected by the Client or the Free Trial Plan. List of comparison of subscription plans and their features and functionalities are available to the Client at https://www.idealsvdr.com/tc-subscription-plans/.
2.2. The Client or Corporate Account Owner, Corporate Account Managers, or Data Room Administrators may request Ideals to provide the Additional Services. The Additional Services may include, but are not limited to, renaming documents, removal of double numbering of files of Data Room(s), documents structure changing, assignment of permissions, downloading or loading large amount of data from or to Data Room(s), preparation of reports and statistics on the loaded data from Data Room(s) or uploaded data to Data Room(s), etc. The Additional Services will be undertaken at Ideals’ rates set forth in Delivery Order.
2.3. Storage is unlimited, subject to reasonable and proportionate use. Each user is allocated a baseline allowance of 1 terabyte (1 TB) of storage and data transfer per calendar month, unless otherwise agreed in writing.
2.4. In connection with the changes in the Services offered, Ideals has the right to change the scope and cost of the Services or discontinue the Subscription Plans upon expiration of the Subscription Term. In this case, Ideals will contact the Client at least 30 days in advance with a proposal to sign or accept the terms of an amendment agreement to the Delivery Order to capture new terms and conditions of the Services provision. The Client will have 30 days to accept or refuse new terms and conditions of the Services provision.
2.5. The Subscription Term Extension Fee shall be invoiced at the start of each annual subscription term and shall include the total number of User Licenses purchased during the preceding twelve (12) months, including all additional licenses acquired during that period. Upon autorenewal, as outlined in Section 2 of this Order, the subscription will automatically renew for an additional twelve (12) months. Ideals reserves the right to adjust the subscription price by up to six percent (6%) for each renewal term.
2.6. Ideals shall not subcontract all or part of the Services, unless prior written agreement is given by the Client.
2.7. Subject to the terms and conditions of this Agreement, Ideals shall make the Solution available to the Client with a monthly availability level equal to or greater than 99.95% during each calendar month. If Ideals fails to meet the Availability Guarantee in any given calendar month, the Client shall be entitled to receive a Service Credit calculated as a percentage of the monthly fees paid or payable by the Client for the affected Services for that calendar month, in accordance with the table below:
Monthly Availability Level
Service Credit
99.95% or higher
No Service Credit
99.50% – 99.94%
5% of monthly fees
98.00% – 99.49%
10% of monthly fees
95.00% – 97.99%
25% of monthly fees
Less than 95.00%
50% of monthly fees
2.8. To receive a Service Credit, the Client must submit a written request by email to billing@idealscorp.com within thirty (30) days following the end of the calendar month in which the Availability Guarantee was not met. The request must include the dates and times of the claimed downtime. If Ideals confirms that the Availability Guarantee was not met for the applicable calendar month, Ideals shall apply the corresponding Service Credit to the Client’s next invoice. Service Credits are applied as billing credits only and may not be redeemed for cash, transferred, or refunded. Service Credits shall not apply during any Free Trial, Preparation Period, or any other free-of-charge service period.
Periods of unavailability shall not be included when determining compliance with the Availability Guarantee to the extent such unavailability results from:
failures of the Client’s or its users’ internet connectivity, hardware, software, or computer systems;
problems with the public internet or third-party service providers or infrastructure not controlled by Ideals;
scheduled maintenance, meaning periodic maintenance for system upgrades, provided that Ideals gives at least forty-eight (48) hours’ advance notice via the Solution or by email;
the Client’s or its users’ misuse of the Services or use of the Services in breach of this Agreement; or
any corporate, technical, security, or administrative restrictions or conditions on the Client’s or users’ side that prevent access to the Solution.
3. Data Room Set Up
3.1. Data Room Administrators can adapt settings of the Data Room in accordance with the Client’s Project goals.
3.2. Data Room Administrators have the right to choose the server’s location where the Client Data is stored during the Data Room setting-up process.
3.3. Data Room Administrators and designated Data Room Participants can upload data to the Data Room.
3.4. Starting from the date specified in the Delivery Order Ideals shall provide access for the Client to the Solution, during the term of Services, subject to the subscription plan.
3.5. Data Room Administrators can provide respective access rights and permissions to the Data Room Participants. The list of Data Room Participants may be changed by the Data Room Administrators at any time (by deleting Data Room Participants from the list, or adding new Data Room Participants, or limiting/increasing certain Data Room Participants’ access rights) directly from the Data Room.
4. Project Management
4.1. Client authorizes Ideals to act on instructions provided by Corporate Account Owner, Corporate Account Managers (if they have respective permissions) or Data Room Administrators with respect to provision of Services, the management of Data Room and Client Data.
4.2. Client will ensure that Ideals will receive information that are essential to the provision of the Services.
4.3. The Corporate Account may be frozen by the Client or Corporate Account Owner for a period of 6 months at most. During this period the Client cannot access the Data Rooms in its frozen Corporate Account and has the right not to pay for the Services. This option is available to the Client one-time as of the Subscription Term start date indicated in the specific Delivery Order. If the Corporate Account is frozen during the Subscription Term, then the Subscription Term is extended accordingly. The Corporate Account can be frozen and then reactivated via the written request by Client or Corporate Account Owner to the Key Ideals Contact or Ideals Support Agents . If the Client or Corporate Account Owner hasn’t reactivated the Corporate Account by the end of the 6-month period, then Ideals shall close the Corporate Account, disconnect the Services, and may terminate the Agreement with its sole discretion subject to notice sent to the Client.
4.4. Unless the Client or Corporate Account Owner, Corporate Account Managers or Data Room Administrators requested to delete all the Client Data in accordance with subclause “c” of clause 13.4, Ideals shall store the Client Data for a period of ninety (90) days following the expiration or termination of the Agreement at Ideals’ designated storage location.https://www.idealsvdr.com/tc-subscription-plans/. Within this period the Client may request Ideals to restore its Data Room or order a downloadable archive with Client Data. Such renewal shall be initiated by the Client with written request to Ideals and shall be effected by means of execution of an addendum hereto. In case of the Data Room restoration or temporary reactivation the Client will be charged a fee in accordance with the new Delivery Order executed between the Client and Ideals via signature or other means of acceptance.The remaining terms and conditions of the Agreement will remain the same unless otherwise agreed between the Parties hereto.
Where the Client orders a downloadable archive, the data contained therein shall remain stored and available for download for thirty (30) days from the date of the order.
5. Security of Client Data
5.1. Ideals shall maintain security and confidentiality of the Client Data entrusted to it for the purposes of the Services.
5.2. All access permissions and security options are managed by the Data Room Administrators by means of tools provided in the Data Room.
5.3. By default, none of Ideals personnel shall have access to the Data Room and any Client Data. Support access to a Data Room may be granted only by a Corporate Account Owner, Corporate Account Managers (if they have respective permissions) or Data Room Administrators by enabling the corresponding setting in the Data Room or Corporate Account. Access may be granted for a defined period and may be disabled at any time.
When enabled, Ideals Support Agents receive limited access to the Data Room for the performance of the support requested by the Client.
The Client may invite Ideals Support Agent to a Data Room as Data Room Participants by submitting a request by email, including sufficient details of the support requested. In such case, any access granted to such Ideals Support Agent shall be strictly limited to the scope reasonably required to perform the Client’s request.To the extent such access is granted, the Client hereby provides Ideals with the limited rights necessary to access, view, process, copy, store, host, transmit and transfer Client Data solely for the purpose of the support requested by the Client. The Client acknowledges that granting such access is done at the Client’s request and under the Client’s responsibility. To the extent permitted by law, the Client shall indemnify Ideals for actions taken by an Ideals Support Agent strictly in accordance with the Client’s instructions and solely for the purpose of performing the support requested by the Client.
All actions by Ideals Support Agents within the Data Room are recorded in the applicable activity and action logs and may be reviewed by the Client.
5.4. Ideals has appointed subprocessors for the purpose of providing data hosting and security services. Client acknowledges and agrees that subprocessors may process Client Data in accordance with the terms of the Agreement. Ideals’ agreements with its subprocessors impose data protection-related processing terms on such subprocessors that are no less protective than the terms imposed on Ideals in the Agreement.
5.5. The Client, Corporate Account Participants and Data Room Participants shall be responsible for ensuring confidentiality of their respective credentials. In no event, besides willfulness, Ideals shall be liable for a breach of confidentiality provisions to the extent such breach is a result of the Client or a user failing to maintain the confidentiality of their user credentials or other failing to fulfill its security and confidentiality obligations.
5.6. To support ongoing improvements to its products and services (e.g., to enhance search capabilities or personalize customer support responses), Ideals may, on occasion, use anonymized, vectorized, and unidentifiable Client Data. This information is processed securely within Ideals’ controlled environment using various techniques (e.g., heuristic analysis or artificial intelligence processing), and each feature is subject to benchmarking within a controlled testing environment prior to its deployment in real-world applications.. Such processing is conducted exclusively within Ideals’ infrastructure and is never used to identify or attempt to identify any individual user, client, company, or other entity.
The Client, Corporate Account Owner, Corporate Account Managers (if they have respective permissions), or Data Room Administrators maintain full control over feature-related settings and can disable AI-powered functionality at any time directly within the platform. When AI-powered features are utilized by Data Room Participants or Data Room Administrators, the AI-generated responses are strictly confined to the scope of each user’s access rights, thereby ensuring that no data is shared, disclosed, or otherwise made accessible across different client environments.
Ideals never uses Client Data to train, fine-tune, or otherwise improve any AI models. Client Data remains confidential, fully isolated, and under the Client’s complete control at all times.
6. Payment Terms and Taxes
6.1. The payments for the Services can be made by payment card of international card organizations or by wire transfer or by bank transfer. Unless otherwise specified in the Delivery Order, all payments shall be due and payable within 14 calendar days from the invoice date.
6.2. By agreeing to this Agreement, the Client acknowledges and agrees that payments made by check will not be accepted. All payments must be made through accepted electronic payment methods, as specified in clause 6.1. of these Terms and Conditions of Services.
6.3. In connection with the performance of data migration or other professional services requested by the Client, Ideals may incur expenses determined at the discretion of third parties. Should such expenses arise, Ideals reserves the right to allocate these costs, in whole or in part, to the Client for reimbursement.
6.4. Any discounts or other fee reductions provided to the Client shall apply solely to the initial Subscription Term.
6.5. Ideals will continue to charge the Client for the use of Data Room(s) and the Services provided until and unless termination or expiration of the Agreement in accordance with section 13 “Termination” of these Terms and Conditions of Services.
6.6. All fees mentioned in the Agreement do not include all applicable taxes (including, but not limited to, withholding tax, VAT, sales tax) unless otherwise specified in the Agreement. The Client shall be responsible for all applicable sales, use, value-added, withholding and similar taxes imposed by any governmental entity on the Fees paid to Ideals in the country of its residency.
If applicable law requires the Client to withhold amounts on payments owed to Ideals pursuant to the Agreement, the Client shall (i) effect such withholding and remit such amounts to the appropriate taxing authorities, (ii) provide the official document from the tax authorities in the form established by the local tax laws, and the bank statements confirming the withholding of taxes, and (iii) ensure that, after such deduction or withholding, Ideals receives and retains, free from liability for such deduction or withholding, a net amount of Fees as indicated in the Agreement.
Upon Client’s request made in advance, Ideals should provide a tax residency certificate. The Client should provide Ideals reasonable time for the receipt of such certificate.
6.7. Ideals may charge interest on overdue payments (whether before or after any court judgment) in the amount of 0,1% from the overdue amount for each day of delay, starting after 10 days from the moment such delay occurred. If Ideals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the Ideals side as indicated in the Delivery Order then the interest charged on overdue payment cannot exceed the default interest for entrepreneurs (in the meaning of Section 13 of the German Commercial Code) up to a maximum default interest of 8 percentage points above the basic interest rate. The right to claim higher damages due to overdue payments is hereby reserved.
6.8. If the Client still has overdue payments, Ideals shall have the right to refer Client’s debt to a debt collection agency.
6.9. The contact person listed in section 4 of the Delivery Order is authorized to receive all invoices and communication related to invoicing that will be sent by Ideals to the Client. Any invoice, communication or notice sent to the contact person shall be deemed as received by the Client. The Client shall promptly update Ideals on any change of the above details by sending a written notice to billing@idealscorp.com.
6.10.The Client may add, remove, or replace users within the number of Ideals Vault Users specified in the Order without incurring additional fees. The Client may increase the number of Ideals Vault Users at any time. The fee for each additional user will be calculated on a pro-rated basis, reflecting the portion of the Agreement term remaining at the time the additional users are added. This pro-rated fee will be determined by dividing the applicable annual fee (excluding any discounts) into equal monthly amounts and multiplying that amount by the number of full or partial months remaining in the Agreement term, rounded up to the nearest month. For the purposes of calculating compliance with the agreed-upon limits, the total number of users will be determined based on the combined number of “Active” users in the Client’s account. Ideals will monitor and check the user count on a monthly basis to ensure compliance with the agreed-upon limits. Any increase in the number of users during a month will be prorated based on the total term of the Agreement and invoiced at the end of that month. Decreasing the number of Ideals Vault Users shall not be a ground for a refund. Upgrading the number of Ideals Vault Users shall not extend or shorten the original term of the Agreement.
6.11. Ideals shall have the right to increase fees for providing Services automatically and unilaterally in the amount of the inflation rate at the end of the Subscription Term or current Follow-on Term, notifying the Client of such increase in writing.
7. Client’s warranties and representations
7.1. The Client shall represent and warrant that:
it has all necessary right in and to the Client Data to be provided to Ideals or uploaded to the Data Room;
it will not upload and distribute by means of the Data Room any files, which content violates the applicable laws and regulation or rights of any third person or has malware;
it will not use the Services in any manner that is not reasonably anticipated or permitted by the Agreement or guides;
it shall use the Services in accordance with any usage limits imposed by Ideals under the Agreement;
neither the Client, nor any of its Affiliates, shareholders, directors, officers, employees, representatives, and users, is a person, or is owned or controlled by a person that is (i) located in any jurisdiction in which the provision of the Services, Solution or other components is prohibited under any applicable laws or regulations, including, without limitation, a country or territory that is subject to comprehensive trade sanctions including, but not limited to Russia, Belarus, Cuba, Iran, North Korea, Syria or parts of Ukraine temporarily occupied by Russia (the list of countries or territories in this clause shall be deemed automatically updated in line with applicable Sanctions, (ii) the subject of any Sanctions or otherwise designated on any list of prohibited or restricted parties under applicable laws, (iii) engaged in any activities that could trigger a designation under Sanctions, or (iv) employs, uses, procures or subcontracts any workers or labour located in or performed from countries that are currently under the Sanctions;
its execution and performance of the Agreement does not and will not violate any applicable law, regulation, a decision of any governmental and judicial authority or third party rights in any respect.
it will not permit any user to access, use, upload, or transfer any data in the Data Room in violation of any applicable Export Control Laws, including any embargo, prohibition, or restriction on exports;
no Client Data created or submitted by the Client or users is subject to any restriction on disclosure, transfer, download, export, or re-export under the applicable Export Control Laws; and
it shall be solely responsible for obtaining any required licenses or approvals necessary to use the Services.
8. Ideals’ warranties and representations
8.1. Ideals shall represent and warrant that:
during the provision of Services Ideals will use tools and approaches in accordance with the modern industry standards and detected defects will be eliminated in due time;
Data Room is reasonably designed for the secure storage and distribution of Client Data;
it has obtained any and all valid software licenses for any of the software it uses to perform its Services.
8.2. Ideals utilizes machine learning models in the provision of its Services. Ideals does not guarantee that the results generated with machine learning models will be free from inaccuracies or errors, and Ideals shall not be liable for any damages, losses, or expenses arising from reliance on the results generated with machine learning models. The Client assumes full responsibility for verifying the accuracy and appropriateness of any information or results provided through the Ideals functionality provided with machine learning models.
8.3. Ideals will avoid any corruption or other changes of contents of Client Data, if these are not coordinated with the Client, while processing and uploading the documents to the Data Room. In case such corruption or changes are discovered Ideals shall eliminate them.
8.4. Except for the express warranties set forth above, and to the maximum extent permitted by law, Services and Solutions are provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory, and Ideals hereby expressly disclaims any and all implied warranties, including, but not limited to, those of merchantability, fitness for a particular purpose. The Client expressly acknowledges that Services and Solution may contain technical inaccuracies or typographical errors.
9. Ownership
9.1. Ownership of Client Data. Ideals will generate a large number of electronic documents for distribution in the Data Room. As these documents are generated solely from information provided by the Client, the Client acknowledges and agrees that Ideals shall not be responsible for the content of the aforesaid documents, their modification, use or publication by any User or any third party (other than Ideals’ employees and subcontractors). Ideals shall not claim any intellectual property rights in the documents whatsoever and, consequently, release “free from any right” the digital documents on a physical medium upon the expiration or the termination of the Agreement.
9.2. Ownership of Solution. Ideals owns and shall retain all right, title, and interest in and to the Solution, all technical and operational components thereof, including without limitation all related applications, user interface designs, processes, methods, know-how and other work supports, software and source code, and any and all future enhancements or modifications thereto, and all intellectual property rights therein. Ideals does not grant license or other authorisation of its copyrightable material, trademarks, service marks or other intellectual property to the Client or its users other than as provided in the Agreement. Neither the Client nor the users shall attempt to reverse compile, reverse engineer or disassemble, duplicate, modify, distribute or otherwise commercially exploit any element of the Solution, modify or make derivative works based upon the Solution or use the Solution in any manner incompatible with the terms and conditions of the Agreement.
9.3. Third Party Software/Open Source Software. The Client acknowledges that the Solution may contain or be accompanied by certain third party software including open source software. Ideals shall be solely responsible for obtaining and maintaining (at its sole expense) all necessary licenses and other rights to enable the Client to use the Solution and to otherwise exploit the rights granted hereunder.
Ideals maintains an up-to-date list of material third-party software components used in the Solution, which shall be made available to the Client upon written request. Ideals reserves the right to update, replace, or supplement any third-party software components used in the Solution at its sole discretion and without prior Client approval.
10. Confidentiality
10.1. Each party agrees to take reasonable measures to protect the Confidential Information of the other Party. Neither Party shall, without the prior written consent of the other, publish, disseminate, disclose, duplicate or use, directly or indirectly, such Confidential Information for any purposes other than to fulfil the purpose for which such Confidential Information was disclosed.
10.2. Confidential Information shall not include any materials or information which the receiving Party shows:
was known to it prior to the disclosure in connection with the provision or use of the Services;
is or becomes generally available to the public through no act or fault of the receiving Party, its employees and subcontractors;
was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential;
was independently developed by the receiving Party, without the use of any Confidential Information; or
is required to be disclosed pursuant to, or by, any applicable laws, rules, regulatory authority, court order or other legal process, provided that (to the extent permitted) the disclosing Party is notified in advance and given reasonable assistance to seek protective measures.
10.3. Ideals may disclose Confidential Information of the Client to Ideals Affiliate(s), and to the directors, officers, employees, agents, contractors, subcontractors, and advisors (including attorneys, accountants, and consultants) of Ideals or its Affiliate(s) only on a strict need-to-know basis, and solely for the purpose of performing the Services under the Agreement. Ideals shall ensure that such recipients are informed of and bound by confidentiality obligations at least as protective and those in the Agreement.
10.4. Nothing in this Agreement obligates either Party to disclose any particular information. All Confidential Information is provided “as is” without any warranty, express or implied, as to its accuracy or completeness.
10.5. The Parties acknowledge that unauthorized disclosure or use of Confidential Information may cause irreparable harm. Either Party may seek equitable relief (including injunctive relief) in addition to any other remedies available at law or in equity.
10.6. Both Parties shall keep Confidential Information in strict confidence during the term of the Agreement and 3 years after its termination or expiration.
11. Indemnification
11.1. Ideals shall indemnify, defend and hold harmless the Client, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to any claim that the Solution infringes any intellectual property right of a third party. Ideals shall not be liable in case such claim is based on any modification of the Solution conducted by or on behalf of the Client or any user. Ideals indemnification obligations are subject to limitations stipulated in Section 12 of the Agreement.
11.2. The Client shall indemnify, defend and hold harmless Ideals, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to (i) any material breach by the Client of the Agreement, including without limitation any breach of its representations, or (ii) any use of the Client Data by the Client and Users in violation of the intellectual property, privacy or other proprietary rights of any third party or in violation of any applicable laws, rules or ordinances.
11.3. The Party seeking indemnification shall notify in writing the other Party promptly, but in any event no later than within 30 days of becoming aware of any such action, claim or proceeding and shall cooperate fully with the indemnifying Party in the defense of any such claim. The indemnifying Party shall have sole control of the defense of any such action and all negotiations for its settlement or compromise, provided that such settlement or compromise shall not interfere with Ideals’ provision of the Services. The indemnified Party shall make no admission of liability or settle any claim without the prior written agreement of the indemnifying Party.
12. Limitation of Liability
12.1 Ideals shall not be liable with respect to any damages, losses or expenses where the same are caused by the acts or omissions of the Client or users, including any failure by the same to observe Ideals’ rules or directions as to the use of the Data Room or any other failure to observe their obligations under the Agreement.
12.2. Ideals shall not be liable for any costs, charges and claims incurred due to the Client’s failure to terminate the Agreement and close a Data Room(s) as indicated in subclauses “a” – “b” of clause 13.4 of the Terms and Conditions of Services at the end of its Project and the Services charges as per sections 1 and 2 of Delivery Order (if applicable) will apply as long as the Data Room(s) of the Client remains active (even after termination of the Client’s Project(s)) and the Client shall be liable for such cost and charges.
12.3. The Client will either retain a complete set of documents delivered to Ideals or hold Ideals harmless for any loss or damage incurred to documents during shipment, storage or use, unless such loss or damage occurred as a result of Ideals’ negligence or willful misconduct.
12.4. While Ideals shall use all reasonable endeavours to ensure that the Data Room is open for access by users at all times, the Parties acknowledge that given the nature of the Internet and the technology involved Ideals is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser producers etc.).
12.5. Ideals shall not be liable to the Client or to any third parties for any loss of profit, loss of revenue, loss of business, loss of data, loss of contract and for any indirect, incidental, consequential, special or exemplary damages arising of the use of the Solution or third party software integrated with the Solution, even if Ideals has been advised of the possibility of such damages and in no event will the entire liability of Ideals under the Agreement exceed, in the aggregate, the total amount of fees paid or becoming due under the Agreement in the 12 month period immediately preceding the event giving rise to such liability. These limitations apply regardless of the basis on which Ideals’ liability arises, whether in contract, tort (including negligence), in equity, under statute or on any other basis.
12.6. No action, regardless of form, arising out of or related to the Agreement may be brought by the Client more than 12 months after the cause of action first arose.
12.7. If Ideals Solutions Germany GmbH (company number: HRB 266802) is the Party to the Agreement on the Ideals side as indicated in the Delivery Order then the limitation of liability terms below will be applicable:
The liability of Ideals to the Client is unlimited in case of intentional and grossly negligent breaches of duty by Ideals, its legal representatives and its agents, in case of fraudulent concealment of defects as well as for injuries to life, body or health, in case of warranty or in case of legally mandatory liability cases.
Ideals shall only be liable for slight negligence if an obligation is violated, fulfillment of which is essential to the proper performance of the Agreement as a whole and on compliance of which the Client may regularly rely (cardinal obligation) and it is limited to the compensation of the foreseeable and typical damage.
In addition, the entire liability of Ideals with respect to slight negligence is limited, in the aggregate, to the total amount of EUR 25.000 per Project.
Ideals shall not be liable to the Client or to any third parties for any indirect/immediate or consequential damages (including loss of profits), even if Ideals has been advised of the possibility of such damages arising from the use of the Solution or third party software integrated with the Solution. This exclusion does not apply in the event of willful misconduct, gross negligence or intentional injury to life, body or health.
Ideals shall not be liable in respect for any damages, losses or expenses where the same are caused by the acts or omissions of the Client or users, including any failure by the same to observe Ideals’ rules or directions as to the use of the Data Room or any other failure to observe their obligations under the Agreement.
Ideals shall not be liable for any costs, charges and claims incurred due to the Client’s failure to close a Data Room(s) as indicated in subclauses “a” – “c” of clause 13.4 of the Terms and Conditions of Services at the end of its Project and the Services charges as per sections 1 and 2 of Delivery Order (if applicable) will apply as long as the Data Room(s) of the Client remains active (even after termination of the Client’s Project(s)) and the Client shall be liable for such cost and charges.
The Client will either retain a complete set of documents delivered to Ideals or hold Ideals harmless for any loss or damage incurred to Client Data during shipment, storage or use, unless such loss or damage occurred as a result of Ideals’ negligence or willful misconduct. Ideals shall not be liable for loss of data to the extent such loss could have been avoided by appropriate data backup procedures by the Client.
While Ideals shall use all reasonable endeavours to ensure that the Data Room is open for access by users at all times, the parties acknowledge that given the nature of the Internet and the technology involved Ideals is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Client’s computer systems, the acts and omissions of third parties (such as Internet providers, Client’s mail service providers, Internet browser producers etc.).
The Client’s claims, irrespective of the legal grounds, arising from or in connection with the Agreement may only be asserted within 12 months after the first occurrence of the cause of action and knowledge or dutiful ignorance thereof. This shall not apply to claims based on willfulness or intentional injury to life, body or health.
12.8. If the Customer is established, incorporated, or registered within the European Union, or the Services are primarily used within the European Union, the following provisions shall apply:
Except as set out below, each Party’s aggregate liability for damages arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid (or payable) by the Customer under this Agreement during the twelve (12) months preceding the event giving rise to liability.
The limitation in paragraph (a) shall not apply to:
losses caused by a Party’s intentional misconduct or gross negligence;
any liability which cannot lawfully be excluded or limited under applicable law.
The Parties acknowledge that this Clause 12.8. reflects a fair and balanced allocation of risk.
13. Termination
13.1. The Agreement shall come into effect on the Effective Date as mentioned in the Delivery Order and continue in effect until terminated or expired in accordance with subsections 13.2 – 13.4 of the Terms and Conditions of Services.
13.2. The Free Trial period shall automatically terminate upon the earlier of: (i) the expiration of the Free Trial period as initially granted, or (ii) the date on which the Delivery Order is signed by the Parties, unless otherwise agreed in the signed Delivery Order.
13.3. The Agreement will automatically renew for successive Follow-on Terms unless otherwise specified in the Delivery Order. The Client may cancel the renewal of the Agreement by providing Ideals with written notice of its intention not to renew at least five (5) business days prior to the last day of the Subscription Term or the then-current Follow-on Term. If automatic renewal does not apply the Agreement will expire at the end of the Subscription Term or the then-current Follow-on Term.
13.4. The Agreement may be terminated:
by either Party upon 30 days written notice for any or no reason. In case the Agreement termination is initiated by the Client, the Base Fee, the Subscription Term Extension Fee for the current Follow-on Term, Storage Extension Fee is not refundable to the Client. In case the Agreement termination is initiated by Ideals, the pro-rated Base Fee or the Subscription Term Extension Fee for the current Follow-on Term will be refunded to the Client. If the Agreement is terminated within the Free Trial or Preparation Period, there is no obligation to pay the Base Fee;
by either Party, in case the other Party breaches its warranties, or representations or any other material obligation under the Agreement and fails to remedy such breach within 15 days. In case the Agreement termination is initiated by Ideals, the Base Fee, the Subscription Term Extension Fee for the current Follow-on Term, Storage Extension Fee is not refundable to the Client. In case the Agreement termination is initiated by the Client, the pro-rated Base Fee or the Subscription Term Extension Fee for the current Follow-on Term will be refunded to the Client;
by the Client, once the last Project (Data Room) is closed;
by the Client, upon written notice to Ideals, if the Solution availability falls below 95.00% in any calendar month;
by Ideals with immediate effect and written notice sent to the Client, in case Ideals reasonably believes that the Services are being used by the Client in violation of applicable laws;
by Ideals in case the Client refuses to sign or accept the terms of the Amendment Agreement in accordance with section 2.3. of the Terms and Conditions of Services;
in compliance with a court decision – on the day the decision will become final, unless otherwise is provided for by such decision; or
by either Party, upon 3 business days’ written notice if the other Party becomes insolvent or the subject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter.
13.5. Upon termination or expiration of the Agreement:
Ideals will terminate access of the Client and its users to the Data Room;
after payment in full for the Services performed up to and including the date of termination, Ideals upon the Client’s order will return all materials contained in the Data Room to the Client in the form of an downloadable archive;
Ideals will delete all the Client Data from its hosting system on the written request made by the Client or Data Room Administrators or Corporate Account Owner or Corporate Account Managers;
all remaining copies of any Confidential information of one Party then in the possession of the other Party shall, at the direction of such Party, be destroyed or returned to the disclosing Party; and
all rights and obligations under clause 13.2 and pursuant to sections 9 “Ownership”, 10 “Confidentiality”, 11 “Indemnification”, 12 “Limitation of Liability”, 14 “Miscellaneous” of the Terms and Conditions of Services will survive expiration or termination of the Agreement.
13.6. Ideals may suspend Client’s access to the Solution on the following grounds:
if there are overdue payments outstanding for more than 15 days;
the Client’s usage of the Solution is unauthorized, fraudulent, or illegal;
the Client exposes Ideals, other clients, or others to risks unacceptable to Ideals; or
the Client was detected to have an unusual usage of Data Room or Services, exceeded the usage limits or has an unusual account activity.
Ideals will use reasonable endeavors to give the Client reasonable advance notice of any ground for suspension so that the Client can plan around it or address the issue that has prompted Ideals to take such action. The Client shall reply to the Ideals notice and take any actions to resolve the issue within 7 days.
If the Client fails to resolve the issues within 6 months after the start of suspension, Ideals shall have the right to close the Corporate Account, disconnect the Services, and terminate the Agreement.
Ideals will use diligent efforts to attempt to limit, where commercially feasible, the suspension to the Client and users and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved.
If Ideals reasonably suspects that the Client has used Data Room or Services for an unauthorized, fraudulent, or illegal purpose, the Client gives Ideals express authorization to share information about it, its Data Room, and any of its actions with law enforcement.
14. Miscellaneous
14.1. Entire Agreement. The Agreement together with any amendments, will constitute the entire agreement between the Client and Ideals concerning the Service and supersedes and replaces any prior or contemporaneous understandings and agreements regarding the subject matter hereof.
14.2. Negotiations. Before taking any court action, either Party shall use the best efforts to resolve any dispute under, or in connection with the Agreement through good faith negotiations.
14.3. Applicable law and disputes. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance the provisions below, depending on the legal Entity on the vendor’s side which is specified in the Delivery Order:
Entity
Applicable Law
Disputes resolution provision
Ideals Solutions Operations Limited (company number: C 87600)
England and Wales
Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Solutions Group Limited (company number: 8910705)
England and Wales
Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Dealigence Inc. dba Ideals Solutions Group (company number: 07472871)
Commonwealth of Virginia
Any disputes arising out of or in relation to the performance of the Agreement which cannot be resolved amicably will be settled exclusively by arbitration in Virginia courts.
Ideals Do Brasil Servicos De Informacao LTDA. (company number: 27.382.809/0001-81)
Brazil
Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by a competent court of Brazil in compliance with laws of Brazil.
Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
Ideals Business Technology Solutions (Shanghai) Co., Ltd. (company number: LJZ201801417)
People’s Republic of China
Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Shanghai International Arbitration Centre under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
All disputes arising out or in connection with the Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Munich.
Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Australian Center for International Commercial Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Barcelona Arbitration Court under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
Ideals Group GmbH (company number: CHE-207.437.296)
Switzerland
Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be submitted to the jurisdiction of the competent courts and tribunals in Switzerland.
EthosData India Pvt Ltd (company number: U72900DL2018FTC333706)
India
Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Indian Dispute Resolution Centre under the IDRC Domestic Arbitration Rules in force when the Notice of Arbitration is submitted.
14.4. Reimbursement for Dispute Costs and Expenses. In the event a dispute arises under the Agreement, the prevailing Party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.
14.5. Force Majeure. Neither Party shall be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of its respective obligations in relation to the Agreement, if the delay or failure was due to any cause beyond its reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes or industrial actions or trade disputes (whether involving employees of either Party).
14.6. Assignment. Neither Party to the Agreement may assign or delegate any part of the Agreement without prior notice to and the express written consent of the other Party provided, however, that Ideals shall have the right to assign any part of the Agreement to either of its Affiliate(s) without prior notice or consent of the Client.
14.7. Modification of Agreement. Subject to the limitations of applicable law, Ideals may at any time change or remove any of the terms and conditions of, or add new terms or conditions to these Terms and Conditions of Services. Ideals may do this in response to legal, business, competitive environment, changing the functionality of Services or other reasons not listed here. Ideals will post the most recent version of the Terms and Conditions of Services on Ideals’ website and make them available via the link: https://vault.idealsvdr.com/#ideals-vault. The Client is responsible for checking these Terms and Conditions of Services from time to time to take notice of any changes Ideals makes, as they are binding on the Client. Some of the provisions contained in these Terms and Conditions of Services may also be superseded by provisions or notices published elsewhere on Ideals’ website.
14.8. Severability. If any one of the stipulations of the Agreement were proven null and void in the eyes of a current rule of law or a legal decision that has become final, such stipulation shall be severed from the Agreement, without however leading to the nullity of the Agreement or altering the validity of its other provisions.
14.9. Listing and communication. The Client authorises Ideals to mention the Client as a client; to use its trade name, trademarks, service marks or images (graphic symbol/logo); to publish customer feedback of its representatives on Ideals’ products and services in Ideals’ marketing, promotional or advertising materials and on Ideals’ website.
14.10. Communication. Ideals may communicate about the Project once it has been made public, with any statement made being subject to the prior approval of the Client.
14.11. Prevailing language. For the convenience of the Client, this Terms and Conditions of Services may be translated into other languages. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall prevail. The Parties agree that the English version accurately represents the intent of the Parties and that any translations are provided for convenience only.
14.12. Audit Rights. The Client reserves the right to conduct compliance audits of Ideals to ensure their compliance with the terms and conditions of the Agreement and applicable international standards concerning labor, environmental, health and safety, and other related standards. The audit shall be conducted no more frequently than once per calendar year, and the Client shall provide Ideals with a minimum of 30 days’ written notice prior to the commencement of the audit. Ideals agrees to permit, and use best efforts to facilitate with respect to an audit upon written notice (including, without limitation, via facsimile or email) of at least 30 days to, during regular business hours, access and conduct an inspection of the books, records and documentation of Ideals and any and all systems of Ideals. The scope of the audit may include, but is not limited to, inspecting, reviewing, ensuring or verifying (i) the quality and accuracy of the Services being performed hereunder and (ii) compliance with the Agreement. The audit shall be conducted in a manner that does not unduly disrupt or interfere with the normal course of business operations of Ideals. All expenses and costs associated with the audit, including but not limited to Ideals employees’ and consultants’ hourly fees, auditor fees, travel, and accommodation expenses, shall be borne by the Client.
14.13. Data protection. The Parties agree to comply with the applicable data protection laws and to enter into the necessary data processing agreements. The Client must ensure the lawful processing of any data made available in the Data Room. In this context, the Client acknowledges that it is the sole responsible party for the lawful processing of any data processed in the Data Room. If the Client operates in a jurisdiction with specific privacy or data protection laws, the Client shall bear sole responsibility for ensuring that all processing activities undertaken within the Data Rooms in connection with this Agreement are in full compliance with applicable local laws, including all relevant data export and import regulations. When selecting the processing location, the Client shall ensure adherence to the legal requirements of each jurisdiction in which the data is processed. As Ideals does not, by default, have access to the data processed in the Data Room nor knowledge of the types of data being processed, the Client assumes exclusive responsibility for identifying and meeting all regulatory requirements applicable to data transfer, storage, and processing in all chosen jurisdictions. The Client further assumes responsibility for ensuring that all parties involved fully comply with these regulatory obligations.
14.14. Data Processing Addendum. Where the Client uploads or otherwise makes available personal data in the Data Room, the Client acknowledges and agrees that the Data Processing Addendum available at https://www.idealsvdr.com/dpa/ (the “DPA”) shall apply and form an integral part of this Agreement.
14.15. Data processing. Ideals processes the Client’s representatives personal data in order to conclude and proceed with the agreement between the Client and Ideals. Detailed information on the processing of the Client’s representatives’ personal data can be found in Ideals Privacy Policy: https://www.vault.idealsvdr.com/privacy/.
Ideals Vault
Storage and users
Deployment of one or several Data Rooms;
Subscription Plan includes a flexible number of Participants (Administrator and Users combined), as specified in the Delivery Order, with the option to add an unlimited number of users at the cost defined in the Delivery Order;
Data Room archiving to a downloadable archive;
50 GB per file upload limit.
Support, training, and project management
Standard 24/7 customer support via telephone, online chat (response 60 seconds), and email (response 30 minutes);
Customer support in 50+ languages.
Customizations and integrations
Dark mode support (personal user setting);
Custom columns and sorting for selected tables / lists (personal user setting);
Custom branding (logo, color);
Custom terms of access / NDA, including dynamic tags and export to PDF;
Custom login page background.
Documents
Data Room index export;
Document versioning with limited number of versions per file and ability to store, manage, and restore versions of files in the following formats: *.pdf, *.txt, *.doc, *.docx, *.xls, *.xlsm, *.xlsx, *.csv, *.ppt, *.pptx, *.rtf, *.htm, *.html, *.xml, *.jpg, *.jpeg, *.jpe, *.gif, *.bmp, *.png, *.svg, *.tif, *.tiff;
Files supported for secure online viewing in PDF format or downloading in encrypted formats: *.pdf, *.txt, *.doc, *.docx, *.xls, *.xlsm, *.xlsx, *.csv, *.ppt, *.pptx, *.rtf, *.htm, *.html, *.xml, *.jpg, *.jpeg, *.jpe, *.gif, *.bmp, *.png, *.svg, *.tif, *.tiff, *.mp4, *.mov, *.avi, *.wmv, *.m4v, *.mpg, *.mxf, *.mkv, *.3gp, *.mpeg, *.ts, *.asf, *.f4v, *.eml, *.msg;
Online PDF viewer;
Online Spreadsheet viewer;
Optical Character Recognition (OCR);
Full text search;
Drag-and-drop upload;
Upload from external storage;
Windows desktop application for upload and sync;
Mobile applications for iOS and Android;
Recycle bin with deleted files and folders.
Security
Two-factor authentication;
Access schedule by time;
Access expiration by time;
Users, roles, groups, and permissions management;
8 levels of document access management;
Encrypted PDF and MS Office documents with remote information rights management;
Preview permissions as any Data Room Participant;
Customizable dynamic watermarks;
Share files externally outside the Data Room;
Screenshot prevention with Fence View;
Data Room closure at a scheduled time.
Collaboration and reporting
Views and downloads tracking in the engagement matrix;
Activity log with each action inside the Data Room;
Data storage usage and largest files / folders report;
Dashboard with aggregated information about Data Room activity;
New document notifications (personal user setting);
Reports export to Excel;
Scheduled and periodic (subscription) reports sent by email;
Files and folders notes with export to Excel.
Multi-project management
Usage trends across Data Rooms;
Subscription and billing information;
List of all Data Rooms linked to a subscription.
Data hosting, availability and compliance
Ideals’ data centers in 9 regions;
99.95% uptime;
SOC 1/2, ISO 27001, GDPR, HIPAA, PCI DSS compliance;
SSL/TLS with 2048-bit RSA data transfer encryption;
256-bit AES data at rest encryption.
Certain features or functionality of the Services may be unavailable or restricted in specific countries due to regional regulations, limitations, or other factors. For detailed information on the availability of features in the location of the Client, please contact Ideals Support Agents.
Ideals Vault Max
Storage and users
Deployment of one or several Data Rooms;
Subscription Plan includes a flexible number of Participants (Administrator and Users combined), as specified in the Delivery Order, with the option to add an unlimited number of users at the cost defined in the Delivery Order;
Data Room archiving to a downloadable archive;
500 GB per file upload limit.
Support, training, and project management
Live training with a dedicated expert (unlimited);
Premier 24/7 customer support via telephone, online chat (response 30 seconds), and email (response 15 minutes);
Customer support in 50+ languages;
Premier support with data migration, upload, and structuring;
Premier support with Data Room setup, including users, groups, and permissions management;
Dedicated Customer Success manager and Professional Premier service agent with priority SLAs and training.
Customizations and integrations
Dark mode support (personal user setting);
Custom columns and sorting for selected tables / lists (personal user setting);
Custom branding (logo, color);
Custom Terms of Access / NDA, including dynamic tags and export to PDF;
Custom login page background;
Custom invitation emails;
Custom reports upon a request;
Seamless login from client’s website using VDR login form;
API functionality is available as an optional add-on for an additional fee and subject to the Ideals API Terms of Use located at www.idealsvdr.com/api-terms-of-use.
Single sign-on integration (SAML 2.0).
Electronic signature subject to the Ideals Electronic Signature Terms of Use located at https://www.idealsvdr.com/e-signature-terms-of-use/.
Documents
Data Room index export;
Document versioning with limited number of versions per file and ability to store, manage, and restore versions of files in the following formats: *.pdf, *.txt, *.doc, *.docx, *.xls, *.xlsm, *.xlsx, *.csv, *.ppt, *.pptx, *.rtf, *.htm, *.html, *.xml, *.jpg, *.jpeg, *.jpe, *.gif, *.bmp, *.png, *.svg, *.tif, *.tiff;
Files supported for secure online viewing in PDF format or downloading in encrypted formats: *.pdf, *.txt, *.doc, *.docx, *.xls, *.xlsm, *.xlsx, *.csv, *.ppt, *.pptx, *.rtf, *.htm, *.html, *.xml, *.jpg, *.jpeg, *.jpe, *.gif, *.bmp, *.png, *.svg, *.tif, *.tiff, *.mp4, *.mov, *.avi, *.wmv, *.m4v, *.mpg, *.mxf, *.mkv, *.3gp, *.mpeg, *.ts, *.asf, *.f4v, *.eml, *.msg;
Online PDF viewer;
Online Spreadsheet viewer;
Optical Character Recognition (OCR);
Full text search;
Drag-and-drop upload;
Upload from external storage;
New document notifications;
Windows desktop application for upload and sync;
Mobile applications for iOS and Android;
Document redaction tool, which allows removing texts or areas from the documents in the Data Room containing any sensitive or confidential information so the redacted content appears blacked out for the Data Room Participants;
Conversational search powered by artificial intelligence, which allows for intelligent single document summarization, question answering, and generation of suggested questions about the document content (available upon request);
Partial or full machine translation of a document;
Recycle bin with deleted files and folders;
Copy files and folders across Data Rooms;
Rename files and folders in bulk;
Files and folders labeling / tagging.
Security
Two-factor authentication;
Access to email verification;
Access schedule by time;
Access expiration by time;
Access restriction by IP address;
Access restriction by email domain;
Users, roles, groups, and permissions management;
8 levels of document access management;
Encrypted PDF and MS Office documents with remote information rights management;
Preview permissions as any Data Room Participant;
Customizable dynamic watermarks;
Share files externally outside the Data Room;
Screenshot prevention with Fence View;
Data Room closure at a scheduled time.
Collaboration and reporting
Views and downloads tracking in the engagement matrix;
Activity log with each action inside the Data Room;
Data storage usage and largest files / folders report;
Dashboard with aggregated information about Data Room activity;
New document notifications (personal user setting);
Reports export to Excel;
Scheduled and periodic (subscription) reports sent by email;
Files and folders notes with export to Excel.
Multi-project management
Usage trends across Data Rooms;
Subscription and billing information;
List of all Data Rooms linked to a subscription;
See and manage users across Data Rooms;
Export list of Data Rooms and users to Excel;
Custom default settings for new Data Rooms, including data storage location, branding, watermarks, security, etc.
Data hosting, availability and compliance
Ideals’ data centers in 9 regions;
99.95% uptime;
SOC 1/2, ISO 27001, GDPR, HIPAA, PCI DSS compliance;
SSL/TLS with 2048-bit RSA data transfer encryption;
256-bit AES data at rest encryption.
Certain features or functionality of the Services may vary depending on the version of your Subscription Plan and may be unavailable or restricted in specific countries due to regional regulations, limitations, or other factors. For detailed information on the availability of features in the location of the Client, please contact Ideals Support Agents.
Terms of use
Description
Ideals VDR includes the website https://www.idealsvdr.com/ and all other Ideals’ domains included within this website (“Website”), the software provided by Ideals to offer services related to the Website (“Application”) and provides the possibility to secure storage and exchange of confidential business information (the “Ideals VDR”).
Ideals VDR is provided by one of the Ideals Group of companies (“Ideals“) to any individual (“you”) authorized to use Ideals VDR by a legal entity that concluded an agreement with Ideals. Your use of Ideals VDR is subject to these Terms of Use, the Privacy Policy, Cookie Policy, and GDPR Policy.
To the maximum extent permitted by law, Ideals VDR is provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory, and Ideals hereby expressly disclaims any and all implied warranties, including, but not limited to, those of merchantability, fitness for a particular purpose. You agree that Ideals VDR may contain technical inaccuracies or typographical errors.
Acceptance of terms
By accepting or using Ideals VDR you agree to comply with and be bound by these Terms of Use (the “Terms of Use“). If you do not agree to these Terms of Use, please do not use Ideals VDR.
Prohibited use
You can use Ideals VDR only for its intended purpose as described in this Terms of Use. You shall not:
use Ideals VDR for any purpose that is unlawful, prohibited by these Terms of Use;
access or attempt to access Ideals VDR by any means other than through the means provided by Ideals;
use or attempt to use another user’s Personal Account, password, or system without authorization from Ideals;
access or attempt to access any User Content, which you are not authorized to access;
be engaged in any activity that disrupts or interferes with Ideals VDR (or the servers and networks which are connected to Ideals VDR);
upload, post, or otherwise transmit through Ideals VDR any viruses or other harmful, disruptive, or destructive files or use any third-party software that intercepts, “mines”, or otherwise collects information from or through the Ideals VDR;
institute, assist, or become involved in an attack upon any Ideals’ server or otherwise attempt to disrupt the Ideals’ servers;
exploit vulnerabilities or defects in security procedures and security controls of Ideals VDR in order to cause damage or to obtain unauthorized access to the information stored in any system;
use Ideals VDR if you are a competitor of Ideals.
Any attempt by you to damage Ideals’ servers or undermine the legitimate operation of Ideals is a violation of criminal and civil laws and, should such an attempt be made or assistance for such an attack be provided, Ideals reserves the right to seek damages from any such user to the fullest extent permitted by law.
Your passwords and personal account security
You are required to create a Personal Account with Ideals (“Personal Account”) in order to use Ideals VDR. You agree to submit accurate, current, and complete information about you and promptly update such information.
You agree and understand that you are responsible for maintaining the confidentiality of all usernames and passwords that are associated with any Personal Account you use to access Ideals VDR. You are entirely responsible for any and all activities that occur under your Personal Account and password, whether or not such use was authorized by you.
You may not use anyone else’s Personal Account at any time, without the permission of such Personal account holder.
If Ideals suspects that such information is untrue, inaccurate, not current, or incomplete, Ideals has the right to suspend or terminate your usage of Ideals VDR.
Ideals is not liable for any harm caused or related to the theft or misappropriation of your username, password, user content, disclosure of your username or password, or your authorization of anyone else to use your username or password. However, you could be held liable for losses incurred by Ideals or another party due to someone else using your Personal Account or password. If you become aware of any unauthorized use of your password or of your Personal Account, please notify Ideals immediately at security@idealscorp.com.
Service access
Ideals gives no warranties as to the accessibility, performance, or availability of Ideals VDR. Temporary suspension of access to the Website or the Application may occur without notice at our discretion including without limitation in the case of repair, maintenance, system failure, or for reasons beyond our control. Ideals reserves the right to suspend the operation of Ideals VDR. Ideals shall not be liable, if Ideals VDR is not available for any period or any time.
You agree that neither Ideals nor its third party providers will be liable to you in any way for the termination, suspension, interruption, delay of Ideals VDR.
By accessing or using Ideals VDR or any related components, You represent and warrant that:
You are not a person, entity, or organization that is located in, or owned or controlled by a person, entity, or organization located in, any jurisdiction where the provision of the Services, Solution, or related components is prohibited under applicable laws or regulations. This includes, without limitation, jurisdictions subject to comprehensive trade sanctions, such as (but not limited to) Russia, Belarus, Cuba, Iran, North Korea, Syria, or any regions of Ukraine currently under Russian occupation (the list of countries or territories in this clause shall be deemed automatically updated in line with applicable sanction laws).
You are not the subject of any sanctions imposed by any governmental authority or international organization, including but not limited to sanctions issued by the United Nations, the United States, the European Union, or any other relevant sanctions authority.
You are not engaged in any activities that could reasonably result in a designation under any sanctions or be subject to enforcement actions by relevant sanctions authorities.
You do not employ, engage, or subcontract any individuals, workers, or labor located in or provided from any countries or territories currently subject to sanctions.
Ideals reserves the right, at its sole discretion, to immediately terminate or suspend Your access to Ideals VDR, without prior notice, if it discovers or reasonably suspects that You:
Are located in, or owned or controlled by a person, entity, or organization located in a jurisdiction subject to comprehensive trade sanctions; or
Are the subject of sanctions or are engaged in activities that may trigger a sanctions designation.
You agree to immediately notify Ideals in the event of any changes to the representations and warranties provided in this section, and acknowledge that failure to comply may result in the suspension or termination of access to Ideals VDR or other legal actions.
Security
At Ideals, we are committed to utilizing all available and necessary measures to ensure that Ideals VDR operates smoothly and without any weaknesses.
However, no password-protected system of data storage and retrieval can be made entirely impenetrable. Accordingly, you hereby acknowledge and accept that no computer or information system is absolutely invulnerable, it may be possible for an unauthorized third party to access, view, copy, modify and distribute the data and files you store in your Personal Account.
You agree that Ideals will not be liable to you in any way for any vulnerabilities discovered and will patch them within a reasonable time.
You agree that should you discover any vulnerability or a defect you will immediately report such vulnerability or defect to security@idealscorp.com and maintain any information regarding the discovery of vulnerability or a defect in strict confidence and not disclose it to any third party.
Ideals does not review, inspect, edit or monitor any User Content stored by you or any other user of Ideals VDR, including, without limitation, for viruses, worms, “Trojan horses” or any other similar contaminating or destructive features. Ideals reserves the right, solely upon its own discretion, to refuse, remove or disable access to User Content stored on Ideals’ servers that Ideals learns may be illegal or may violate the terms of these Terms of Use, although it has no obligation to do so. You are solely responsible for protecting the information on your computer or your other devices for example, by installing anti-virus software, updating your applications, password protecting your files, and not permitting third party access to your computer.
Data privacy
Our Privacy Policy describes how personally identifiable information is collected, stored, used, managed and disclosed by Ideals.
Our Cookie Policy explains how Ideals uses cookies or similar technologies to analyze trends, administer and track users’ movements while browsing our sites located at Website.
User content
All materials, documents, communications, or information submitted to, sent through, or stored on the Website or the Application by you (“User Content”), will be subject to Ideals’ Privacy Policy and these Terms of Use.
You represent and warrant that you have the legal right, ownership, or proper license to use and upload any User Content, and that such User Content does not violate the intellectual property rights, including but not limited to copyrights, trademarks, and patents, of any third party.
Subject to these Terms of Use and applicable laws and regulations, your User Content may be used in any manner that has been authorized by you, the Corporate Account Owner, Corporate Account Manager or Corporate Account Project Coordinator. It is your sole responsibility determine what limitations, if any, are placed on your use of the User Content distributed within the Data Room. If you obtain unauthorized access to materials created or used by others outside of your working group in conjunction with the Ideals’ Service, you have no right to use such materials in any way. You also acknowledge and agree that Ideals has no liability of any kind should members of your working group, other persons who you have allowed to have access to your User Content or any third party modify, destroy, corrupt, copy, or distribute your User Content.
Ideals does not own any User Content and will not monitor, edit, or disclose any information regarding you or your Personal Account, including any User Content, without your prior permission except in accordance with these Terms of Use.
Unless you explicitly request to opt-out, Ideals may analyze anonymized and vectorized Data to develop, improve, and personalize its products (e.g. full-text search) and services (e.g. premier customer support) using heuristics evaluation, machine learning algorithms, and other techniques. This analysis may involve the use of unidentifiable Data, which will stay within Ideals secure perimeter, and will only be used for the purposes stated in this clause.
Feedback
We value your feedback and suggestions regarding Ideals VDR. Any feedback, comments, or suggestions you provide are entirely voluntary, and you grant Ideals a worldwide, non-exclusive, irrevocable, royalty-free, perpetual, sublicensable, and transferable license to use, modify, adapt, reproduce, distribute, publish, and display the feedback for any purpose without any obligation to you.
You acknowledge that any feedback you provide may be visible to other users of the Services, and you should not include confidential or proprietary information in your feedback.
Your feedback helps us improve our Services, but we do not guarantee that any specific feature or modification you suggest will be implemented. Ideals is not obligated to implement, use, or respond to your feedback. We reserve the right to disregard or reject any feedback for any reason.
Intellectual property
Ideals may provide you with software programs, including all updates, enhancements, modifications, and documentation (“Software”) for the purpose of Ideals VDR usage.
Ideals grants you a non-exclusive, non-transferable, limited license to install and use the Software on a single device, mobile device, or other applicable hardware.
You shall not copy, distribute, or reproduce the Software except as expressly permitted by this Terms of Use, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, remove, alter, or obscure any proprietary notices, labels, or marks from the Software.
Ideals retains all right, title, and interest in and to the Software, including all intellectual property rights. This Terms of Use does not grant you any ownership rights in the Software.
Ideals may terminate your usage immediately upon notice if you fail to comply with any term or condition of this Terms of Use. Upon termination, you must cease all use of the Software and destroy all copies of the Software in your possession.
Ideals hereby disclaims any rights to trademarks, service marks, trade names, logos, copyright, patents, domain names or other intellectual property interests of third parties. All intellectual property interests of third parties referenced herein, including without limitation Third Party Material or otherwise provided on Ideals VDR are the properties of their respective owners. Ideals disclaims any proprietary interests in the intellectual property rights other than their own.
Software may automatically download and install updates from Ideals. These updates are designed to improve, enhance and further develop Ideals VDR and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Ideals to deliver these to you) as part of your use of Ideals VDR.
Links to other sites and third party materials
Ideals VDR may provide links to other websites and/or third party products and services that are not under the control of Ideals (“Third Party Materials”). Ideals shall not be responsible in any way for the content of such Third Party Materials. Ideals provides such links only for the convenience of the users of Ideals VDR, and the inclusion of any link to any Third Party Materials does not imply endorsement by Ideals of the content, products and/or services of such Third Party Materials. Notwithstanding any provision to the contrary herein, nothing in this Terms of Use shall be construed as to grant you any rights or licenses with regard to such Third Party Materials or to entitle you to use such Third Party Materials.
Indemnification
You hereby agree to indemnify and hold harmless Ideals, its affiliates, officers, directors, agents, and employees, from any liability, including reasonable legal fees, as finally determined to be payable under any judgment of a court of competent jurisdiction as a direct result of any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including by a governmental agency or entity, arising out of User Content you submit, post to, or transmit through the Website or of your breach of these Terms of Use.
Limitation of liability
Ideals shall not be liable to you for any loss of profit, loss of revenue, loss of business, loss of data, loss of contract and for any indirect, incidental, consequential, special or exemplary damages arising of the use of the Ideals VDR or third party software integrated with Ideals VDR, and in no event will the entire liability of Ideals under this Agreement exceed, in the aggregate the sum of USD 100.00.
Applicable Law
These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales without regard to its conflict of laws rules. You agree to the exclusive jurisdiction of the London Court of International Arbitration for any claim or cause of action arising out of, or relating to or in connection with these Terms of Use or this Website, or the Application, provided that such exclusivity does not apply to legal actions initiated or brought by Ideals.
Amendments to terms
Ideals may amend these Terms of Use at any time by posting the amended Terms of Use on Ideals VDR. Your continued use of Ideals VDR after such amendments constitutes acceptance of the new Terms of Use. Ideals may, but is not obliged to, notify you about material changes to the Terms of Use to the email address. Please check these Terms of Use published on the Website at www.idealsvdr.com/terms-of-use or the Application regularly to ensure that you are aware of all terms governing your use of the Website or the Application.
Language of the terms of use
For the convenience of the Client, these Terms of Use may be translated into other languages. In the event of any conflict or inconsistency between the English version and any translated version, the English version shall prevail.
Contact us
If you have any questions or concerns regarding these Terms of Use, please contact us at legal@idealscorp.com.
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