These Data Room Terms (the “DR Terms”) modify and supplement the AncoraOak Studio General Terms of Service (the “General Terms”).
Capitalized terms not defined here have the meanings in the General Terms.
If there is a conflict between these DR Terms and the General Terms, these DR Terms control for the Data Room.
“Data Room”: Any gated virtual environment AOS provides for accessing confidential or otherwise restricted materials (including virtual deal rooms, folders, subfolders, dashboards, and related features);
“Materials”: All content in a Data Room, including documents, presentations, models, financials, images, videos, audio, datasets, notes, comments, and metadata;
“Discloser” / “Portal Owner”: The party(ies) that own or control the Materials (which may be AOS or another authorized owner);
“Recipient”: The user accessing Materials (you) and any of your Representatives (your partners, employees, contractors, advisors, counsel, accountants, and financing sources you permit to access);
**“Confidential Information”: **The Materials and all nonpublic information accessed or derived from the Data Room, including the existence and content of the Data Room;
**“Permitted Purpose”: **Internal evaluation related to a potential transaction, collaboration, or diligence engagement expressly authorized by the Discloser;
**“Locked Information”: **Materials designated as confidential/gated, including items subject to legends, watermarks, or technical protections;
“Access Credentials”: User IDs, passwords, MFA tokens, API keys, signed/expiring links, and any other access control.
(a) Rails vs. content. AOS provides the access rails; Materials are the property of the Discloser/Portal Owner. AOS is not the author, curator, publisher, or verifier of the Materials.
(b) Ownership. As between you and the Discloser, all right, title, and interest in the Materials remain with the Discloser. No license is granted except as expressly stated.
(c) No reliance / no duty to update. Materials may include projections, targets, forward-looking statements, and third-party content. They may be incomplete, inaccurate, or become outdated.** No representation or warranty** (express or implied) is made as to accuracy or completeness, and no duty to update exists. You must conduct your own diligence and obtain professional advice.
(a) Eligibility. Access is limited to users who complete required onboarding, identity/eligibility checks, and gating (including any Mutual NDA or click-through consent).
(b) NDA. As a condition to access, you agree to the Mutual NDA applicable to the Data Room (or the click-through consent in Exhibit A), which is incorporated by reference.
(c) Authorized use. You will access only those Materials you are expressly permitted to view; you will not circumvent gating or technical protections.
(a) Use solely for the Permitted Purpose. You will use Confidential Information only for the Permitted Purpose and not for any other purpose, including competitive analysis unrelated to the Permitted Purpose.
(b) Sharing with Representatives. You may share Confidential Information only with Representatives who (i) need to know for the Permitted Purpose, (ii) are bound by confidentiality and use obligations at least as protective as these DR Terms, and (iii) are** **not direct competitors of the Discloser unless the Discloser’s written consent states otherwise. You remain responsible for your Representatives’ compliance.
(c) **Safeguards. You will use **commercially reasonable administrative, technical, and physical safeguards to protect Confidential Information, including device security, MFA, strong passwords, least-privilege access, and avoiding public or shared computers.
(d) No copying / modification / de-labeling. Except where a feature explicitly allows, you will not copy, download, forward, republish, rehost, scrape, translate, adapt, decompile, reverse engineer, remove legends, or create derivative works from Confidential Information.
(e) **No redistribution / competitive use. **You will not republish Confidential Information on any site, app, or service whose principal purpose competes with AOS or the Discloser.
(f) Printing and screenshots. Printing, copying, screenshots, screen recordings, and local saves are **prohibited **unless a Data Room feature clearly permits them; any permitted copies remain Confidential Information.
(a) No offer / no solicitation. Access to a Data Room does not constitute an offer to sell or a solicitation to buy any security or to participate in any transaction. Any opportunity (if any) is made only via definitive documentation to eligible users and in compliance with law.
(b) MNPI & trading restrictions. Materials may include material non-public information (MNPI). You agree to maintain MNPI confidentiality, not to trade or tip others to trade on the basis of MNPI, and to comply with all applicable securities laws (including anti-fraud, insider trading, and anti-touting restrictions).
(c) No general solicitation. You will not make public announcements, advertising, or general solicitations related to Materials or the Data Room.
(a) AOS controls. AOS may apply watermarks, DRM, signed/expiring links, IP/device checks, rate limits, activity logging, and DLP measures. You consent to monitoring and logging of Data Room activity for security and compliance.
(b) Your obligations. You will (i) keep Access Credentials confidential, (ii) use only supported browsers/clients, (iii) not share credentials or use another user’s credentials, and (iv) promptly notify AOS of suspected compromise.
(c) Incidents. If you become aware of an actual or suspected unauthorized access, disclosure, or loss of Confidential Information, you will notify AOS within 24 hours and cooperate to mitigate harm.
If a governmental authority or court requires disclosure, you will:
give prompt written notice to AOS/Discloser (unless legally prohibited);
cooperate to seek protective orders or narrow the scope;
disclose only what is legally required.
Any disclosed information remains Confidential Information for all other purposes.
Upon the earlier of (i) Discloser’s request, (ii) termination of access, or (iii) completion/abandonment of the Permitted Purpose, you will cease using and either return or destroy Confidential Information (including copies) and certify destruction upon request. Reasonable backup archives may be retained to the extent technically or legally required and will remain protected; legal holds supersede destruction.
In addition to the General Terms, you will not:
bypass, disable, or interfere with watermarks, DRM, SSO/MFA, link signing, or other access controls;
use bots, spiders, download accelerators, headless browsers, or automated tools to mass-access or mass-download Materials;
upload executable files, malware, or archives containing executables unless expressly permitted;
de-index, de-cache, or manipulate the Data Room;
market competing services to users identified through the Data Room;
remove, alter, or obscure any copyright, confidentiality legends, or proprietary notices.
AOS may remove, relocate, disable, or gate any Materials or** **revoke or suspend your Data Room access at any time to comply with law, enforce agreements, protect security, or address abuse. When notice is required, email to your profile address constitutes reasonable notice.
If Data Room access is a paid feature, fees are due as displayed or invoiced. Fees are exclusive of taxes, levies, and duties; you are responsible for all taxes except AOS’s income taxes. Fees are non-refundable unless required by law or we state otherwise in writing.
**AS IS / AS AVAILABLE. **The Data Room and all Materials are provided without warranties of any kind. To the maximum extent permitted by law, AOS and the Discloser are not liable for indirect, incidental, special, exemplary, punitive, or consequential damages, lost profits, or loss of data. Limits and indemnities in the General Terms apply. You agree to indemnify AOS/Discloser for claims arising from your or your Representatives’ misuse of the Data Room, violations of these DR Terms, or breaches of confidentiality.
We may suspend or terminate access at any time. The obligations in Sections 2–9 and 12–15 survive termination. You acknowledge that unauthorized disclosure or misuse of Confidential Information may cause** irreparable harm** and that AOS/Discloser may seek injunctive relief in addition to other remedies.
You will not export or disclose Confidential Information in violation of export control or sanctions laws and will not provide access to restricted persons. Dispute resolution, governing law, and venue follow the General Terms (including any FAA reference for arbitration).
Legal notices: AncoraOak Studio, Attn: Legal, 150 King St W, Toronto, ON, legal@ancoraoak.studio. Operational notices may be provided within the Data Room or by email.
Last Updated: October 1, 2025
Exhibit A - Click-Through Consent (Representative Acknowledgment)
By clicking “I Agree,” you (a Representative of Recipient) acknowledge the DR Terms, agree to be bound as a “Representative,” and to use Confidential Information solely for the Permitted Purpose and subject to all confidentiality and security obligations herein.
