Terms of Service

1. Introduction and Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Quokka S.àr.l., a société à responsabilité limitée duly incorporated and registered in the Grand Duchy of Luxembourg under register number B280011 (VAT: LU35321866), with its registered office at 58 Boulevard Marcel Cahen, L-1311 Luxembourg (“Company,” “we,” “us,” or “our”).

These Terms govern your access to and use of the Dataroom.pro platform (the “Platform”), accessible at https://dataroom.pro, including all features, services, content, and functionality offered on or through the Platform.

By creating an account, indicating your acceptance during the registration process, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms in their entirety, you must not access or use the Platform.

Where you accept these Terms on behalf of a company, organisation, or other legal entity, you represent and warrant that you are duly authorised to bind such entity to these Terms, in which case the terms “you” and “your” shall refer to that entity.

2. Eligibility

The Platform is designed for use by businesses, startups, and investors engaged in fundraising and investment activities. To be eligible to use the Platform, you must:

Be at least eighteen (18) years of age;

Possess the legal capacity to enter into a binding contractual agreement; and

Not be prohibited from accessing or using the Platform under the laws of any applicable jurisdiction.

By accessing or using the Platform, you represent and warrant that you satisfy all of the foregoing eligibility requirements. We reserve the right to request verification of age or legal capacity at any time and to suspend or terminate any account that fails to meet these requirements.

3. Description of the Platform

Dataroom.pro is a software-as-a-service (“SaaS”) platform designed to streamline and optimise the fundraising process. The Platform offers the following core functionalities:

A secure, purpose-built data room solution enabling startups to organise, store, and share fundraising documentation with prospective investors;

AI-assisted document review and feedback capabilities;

Communication and information exchange tools facilitating interaction between startups and investors; and

Investor engagement analytics provided as a value-added service to Startup Clients.

The Platform serves two principal categories of users: Startup Clients and Investor Clients, each of which is subject to the specific provisions set forth in these Terms.

The Platform is under active development. Accordingly, features, functionality, and availability may be modified, enhanced, or discontinued at any time and without prior notice. No representation or guarantee is made as to the continued availability of any particular feature or service. The Company reserves the right to alter the scope, design, and operation of the Platform as it deems necessary in the course of its ongoing development.

4. Account Registration and Security

4.1 Account Creation

Access to the Platform requires the creation of a user account. You may register by providing a valid email address or by authenticating through a supported third-party identity provider (currently Google and GitHub). Where third-party authentication is used, we collect only such information as is strictly necessary to facilitate account creation, including your full name, email address, and session tokens.

Irrespective of the registration method selected, you are required to review and accept these Terms and our Privacy Policy prior to activation of your account and any use of the Platform.

4.2 Account Responsibilities

You are solely responsible for:

Ensuring that all information provided during registration is accurate, current, and complete, and for maintaining the accuracy of such information thereafter;

Safeguarding the confidentiality of your account credentials and any authentication tokens;

All activities conducted under or through your account, whether or not authorised by you; and

Promptly notifying us at support@dataroom.pro of any unauthorised access to or use of your account, or any other breach of security.

We shall not be liable for any loss, damage, or liability arising from your failure to comply with the obligations set forth in this Section 4.2.

5. Subscription, Trial Period, and Payment

5.1 Free Trial

New users are entitled to a complimentary trial period of fourteen (14) calendar days. The trial does not require the provision of a credit card or any other payment instrument. During the trial period, access to Platform features shall be determined at our sole discretion.

5.2 Subscription Plans

Upon expiration of the trial period, continued access to and use of the Platform requires an active paid subscription. Subscription tiers and applicable pricing shall be published on the Platform. We reserve the right to amend subscription pricing at any time; provided, however, that any modification to the pricing of your current subscription shall take effect only at the commencement of your next billing cycle, and we shall provide reasonable advance notice of any such change.

5.3 Payment Terms

Subscription fees are invoiced in advance on a recurring basis in accordance with the billing cycle applicable to your selected plan. By subscribing, you authorise us to charge the payment method on file for all applicable fees. Non-payment of fees when due may result in the suspension or termination of your account and access to the Platform.

5.4 Refunds

Except as otherwise required by mandatory provisions of applicable law, all subscription fees are non-refundable. You may cancel your subscription at any time; however, such cancellation shall take effect at the conclusion of the then-current billing period, and no pro-rata or partial refunds shall be issued.

6. User Content and Intellectual Property

6.1 Ownership of User Content

You retain all right, title, and interest in and to any documents, data, and other materials you upload to or create on the Platform (“User Content”). Nothing in these Terms shall be construed as effecting a transfer of ownership of any User Content to the Company.

6.2 Licence Grants

(a) Platform Analytics Licence. By using the Platform, you grant Quokka S.àr.l. a non-exclusive, worldwide, royalty-free licence to collect, aggregate, and utilise usage analytics and operational metadata derived from your interaction with the Platform (including, by way of example, file sizes, upload frequency, feature utilisation patterns, and comparable operational metrics) for the purposes of operating, maintaining, improving, and further developing the Platform. For the avoidance of doubt, this licence is strictly limited to usage analytics and operational metadata and does not extend to the substantive content of any documents or materials uploaded to the Platform. This licence shall survive the termination or deletion of your account.

(b) AI-Assisted Processing Licence. Where you expressly initiate AI-assisted services through the Platform (including, without limitation, document review, feedback generation, or the creation of bespoke reports, summaries, or other derivative works), you grant Quokka S.àr.l. a limited, non-exclusive licence to transmit the relevant User Content to one or more of our designated third-party AI service providers and to process such content solely for the purpose of fulfilling your specific request. The Company may utilise multiple AI service providers, whether concurrently or sequentially, to deliver AI-assisted services, and the specific providers engaged may change from time to time without prior notice. Any derivative works generated pursuant to this process (such as analytical reports, executive summaries, or investor-facing materials) shall be produced exclusively for your benefit and at your express direction. This licence is confined in scope to the particular request initiated by you and does not confer upon us any right to utilise the substantive content of your documents for any other purpose.

6.3 AI-Assisted Document Review

The Platform incorporates AI-assisted document review functionality. By initiating an AI review of any document through the Platform’s designated interface, you expressly consent to the transmission of that document to one or more third-party AI service providers for the purpose of generating analytical feedback. You acknowledge and agree that:

All AI-generated feedback is provided on an informational basis only and does not constitute, nor should it be construed as, professional, legal, financial, or investment advice;

You bear sole responsibility for any decisions, actions, or omissions based on or influenced by AI-generated feedback; and

We make no representation or warranty as to the accuracy, completeness, timeliness, or reliability of any AI-generated output.

6.4 Company Intellectual Property

The Platform, together with its underlying architecture, design, source code, algorithms, user interface, trademarks, service marks, logos, and all associated intellectual property rights, is and shall remain the exclusive property of Quokka S.àr.l. These Terms grant you no right, title, or interest in or to any of the Company’s intellectual property, save for the limited, revocable right to access and use the Platform in accordance with these Terms.

7. Data Collection and Privacy

7.1 Data Collected from Startup Clients

In the course of providing the Platform’s services, we collect and process the following categories of information from Startup Clients:

Company profile information voluntarily submitted by you, including but not limited to company name, investment stage, aggregate capital raised to date, industry classification, and product category. We may expand the scope of profile information collected in the future to enhance user profiles and improve discoverability for Investor Clients;

Usage data and behavioural analytics generated through your interaction with the Platform; and

Payment information as required for the processing of subscription fees.

Document storage: You may upload documents to data rooms hosted on the Platform. Such documents are stored on our infrastructure solely for the purpose of making them accessible to you and to parties you designate through the Platform. We do not access, review, or process the substantive content of uploaded documents except where you expressly initiate AI-assisted services pursuant to Section 6.2(b). Documents uploaded to data rooms may contain commercially sensitive or confidential information, and you are solely responsible for ensuring that you have the right to upload and share such materials.

We process the foregoing data on the lawful bases set out in our Privacy Policy — principally the performance of our contract with you (Article 6(1)(b) GDPR) for the provision of the Platform’s services and the processing of payments, and our legitimate interests (Article 6(1)(f) GDPR) in operating, securing, improving, and further developing the Platform. Where we rely on your consent — including for AI-assisted processing of your documents and the disclosure of investor engagement analytics — such consent is obtained separately and may be withdrawn at any time without affecting the lawfulness of processing carried out prior to withdrawal. The purposes for which your data is processed and the corresponding lawful bases are described in Section 4 of the Privacy Policy.

7.2 Data Collected from Investor Clients

We collect and process the following categories of information from Investor Clients:

Company profile information voluntarily submitted by you, including but not limited to entity name, investment focus, mandate parameters, and jurisdiction of incorporation. We may expand the scope of profile information collected in the future to enhance investor profiles and improve their utility to Startup Clients;

Granular engagement analytics relating to your interactions with data rooms on the Platform, as more fully described below; and

Payment information and general usage analytics pertaining to your use of the Platform.

Notice to Investor Clients: By accessing any Startup Client’s data room through the Platform, you acknowledge and expressly consent to the collection, analysis, and disclosure to the relevant Startup Client of your engagement analytics, including but not limited to specific pages or documents viewed, frequency of access, the date and time of access, and related interaction metrics.

7.3 Prohibition on Sale of Data

We do not sell, rent, trade, or otherwise commercially disclose your personal information or data to third parties under any circumstances. All data collected through the Platform is utilised exclusively for the purpose of delivering and improving the Platform’s services as described in these Terms.

For the avoidance of doubt, the provision of investor engagement analytics to Startup Clients as described in Section 7.2 constitutes a core feature of the Platform’s services and does not constitute a sale, rental, or commercial disclosure of personal data to third parties within the meaning of applicable data protection legislation. Investor engagement analytics are generated through the investor’s interaction with a specific Startup Client’s own data room and are disclosed solely to that Startup Client in connection with the services provided through the Platform.

7.4 Privacy Policy

For a comprehensive description of our data collection, processing, storage, security, and retention practices, please refer to our Privacy Policy, available at https://www.dataroom.pro/legal/privacy-policy. The Privacy Policy is incorporated into and forms an integral part of these Terms. In particular, the categories of personal data we collect are described in Section 3 of the Privacy Policy; the purposes of processing and corresponding lawful bases in Section 4; the disclosure and sharing of personal data, including the third-party service providers and sub-processors we engage, in Section 5; international data transfers in Section 6; applicable data retention periods in Section 7; data security measures in Section 8; and your rights as a data subject in Section 10. In the event of any conflict or inconsistency between these Terms and the Privacy Policy with respect to the collection, processing, retention, disclosure, or protection of personal data, the provisions of the Privacy Policy shall prevail.

8. Third-Party Services

The third-party service providers and sub-processors engaged in the operation of the Platform — including those providing hosting and infrastructure, email delivery, payment processing, AI-assisted document analysis, and third-party sign-in — are identified in Section 5.3 of the Privacy Policy, together with the categories of personal data shared with each. We may add, remove, or replace such providers from time to time, and any such change will be reflected in an update to the Privacy Policy.

To the extent the Platform integrates with or relies upon third-party services, your use of such services may be subject to the applicable third party’s own terms of service and privacy policies. We assume no responsibility or liability for the practices, content, availability, or performance of any third-party services.

9. Acceptable Use Policy

You shall not use the Platform to:

Upload, transmit, distribute, or store any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable under applicable law;

Infringe upon or misappropriate the intellectual property rights, privacy rights, or any other proprietary rights of any third party;

Attempt to gain unauthorised access to the Platform, other user accounts, or any computer systems or networks connected to the Platform;

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or data structures of the Platform;

Utilise the Platform for any purpose other than its intended function as a fundraising optimisation and data room management tool;

Resell, sublicence, lease, lend, or otherwise make available access to the Platform to any third party without our prior written consent;

Introduce any virus, trojan, worm, logic bomb, or other material that is malicious or technologically harmful; or

Deploy automated systems, scripts, bots, crawlers, or scrapers to access, monitor, or extract data from the Platform.

We reserve the right to investigate suspected violations of this Section 9 and to take any action we deem appropriate, including the removal of offending content, the suspension or termination of accounts, and the pursuit of any available legal remedies.

10. Disclaimers of Warranties

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. To the fullest extent permitted by applicable law, the Company expressly disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing, usage, or trade practice.

Without limiting the generality of the foregoing, we do not warrant that:

The Platform will operate without interruption, be secure, or be free from errors, defects, or vulnerabilities;

Any defects or errors will be identified or corrected within any particular timeframe;

The Platform will meet your specific requirements, expectations, or intended outcomes;

Any data or content stored on or transmitted through the Platform will remain intact, uncorrupted, and free from loss; or

The results obtained from the use of the Platform, including any AI-generated outputs, will be accurate, reliable, or fit for any particular purpose.

As the Platform is under active development, you expressly acknowledge and accept that features and services may be introduced, modified, degraded, or discontinued at the Company’s sole discretion, and that service interruptions, data inconsistencies, and unforeseen issues may occur.

Notwithstanding the foregoing disclaimers, the Company shall use commercially reasonable efforts to address material defects or disruptions affecting the Platform’s core functionality in a timely manner. However, the Company retains sole discretion in determining whether any reported issue constitutes a material defect requiring remediation, the priority and timeframe for any such remediation, and the appropriate method of resolution. Nothing in this Section shall be construed as creating an obligation to maintain, repair, or restore any specific feature, functionality, or level of performance.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QUOKKA S.ÀR.L., TOGETHER WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND AFFILIATES, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, OR INABILITY TO USE THE PLATFORM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY SPECIFICALLY DISCLAIMS LIABILITY FOR THE FOLLOWING CATEGORIES OF LOSS OR DAMAGE, TO THE EXTENT PERMITTED BY APPLICABLE LAW: LOSS OF PROFITS OR ANTICIPATED PROFITS; LOSS OF REVENUE; LOSS OF DATA OR DATA CORRUPTION; LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES; LOSS OF GOODWILL; COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES; AND ANY OTHER INTANGIBLE OR ECONOMIC LOSSES.

IN NO EVENT SHALL THE COMPANY’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM EXCEED THE GREATER OF: (I) THE AGGREGATE AMOUNT OF SUBSCRIPTION FEES ACTUALLY PAID BY YOU TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED EUROS (€100).

Nothing in these Terms shall operate to exclude or limit any liability that cannot be excluded or limited under mandatory provisions of applicable Luxembourg or European Union law, including, without limitation, liability for death or personal injury caused by negligence, liability arising from intentional misconduct (dol) or gross negligence (faute lourde), or liability arising from fraud or fraudulent misrepresentation.

12. Indemnification

You agree to indemnify, defend, and hold harmless Quokka S.àr.l. and its respective directors, officers, employees, agents, and permitted successors and assigns from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or in connection with:

Your access to or use of the Platform;

Any breach or alleged breach by you of these Terms;

Your violation of any applicable law, regulation, or third-party right;

Any User Content uploaded, stored, transmitted, or otherwise made available by you through the Platform; or

Any claim by a third party that your User Content or your use of the Platform infringes or misappropriates such third party’s intellectual property or other proprietary rights.

13. Termination

13.1 Termination by the User

You may terminate your account and your agreement to these Terms at any time by initiating account deletion through the Platform’s account settings or by submitting a written request to support@dataroom.pro. Termination of your account shall not give rise to any entitlement to a refund of prepaid subscription fees.

13.2 Termination by the Company

We may, at our sole discretion, suspend or terminate your account and revoke your access to the Platform at any time, with or without cause, and with or without prior notice, including but not limited to circumstances where:

You breach any provision of these Terms;

We are required to do so by applicable law, regulation, or order of a competent authority; or

We elect to discontinue the Platform or any material portion thereof.

13.3 Consequences of Termination

Upon termination of your account, regardless of the reason therefor:

(a) Your right to access and use the Platform shall cease immediately and without further notice; (b) We may delete your account data in accordance with our data retention policies (as set out in Section 7 of the Privacy Policy) and applicable legal obligations; (c) We reserve the right to retain data derived from your use of the Platform in an anonymised and aggregated form for such period as is permitted under applicable Luxembourg law; (d) The licence granted to us under Section 6.2(a) shall survive termination; and (e) The provisions of Sections 6.4, 10, 11, 12, 13.3, 14, and 15 shall survive the termination or expiration of these Terms.

14. Governing Law and Dispute Resolution

14.1 Governing Law

These Terms, and any non-contractual obligations arising out of or in connection herewith, shall be governed by and construed in accordance with the substantive laws of the Grand Duchy of Luxembourg, without giving effect to any principles of conflict of laws that would result in the application of the laws of another jurisdiction.

14.2 Amicable Resolution

Prior to the commencement of any formal dispute resolution proceedings, both parties undertake to attempt in good faith to resolve any dispute through direct negotiation. The party raising the dispute shall deliver written notice to the other party specifying the nature of the dispute in reasonable detail. The parties shall endeavour to reach an amicable resolution within thirty (30) calendar days from the date of receipt of such notice.

14.3 Arbitration

Any dispute, controversy, or claim arising out of, relating to, or in connection with these Terms, including any question regarding their existence, validity, interpretation, performance, breach, or termination, which has not been resolved through amicable negotiation pursuant to Section 14.2, shall be referred to and finally resolved by arbitration administered by the Arbitration Centre of the Chamber of Commerce of the Grand Duchy of Luxembourg (the “LAC”) in accordance with the Rules of Arbitration of the LAC in force at the time of filing.

The arbitral tribunal shall consist of a sole arbitrator, unless the complexity or value of the dispute warrants the appointment of three arbitrators as determined in accordance with the LAC Rules. The seat of arbitration shall be Luxembourg City, Grand Duchy of Luxembourg. The language of the arbitration proceedings shall be English. The arbitral award shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.

14.4 International Users

The Platform is operated from the Grand Duchy of Luxembourg and is governed by Luxembourg law. If you access the Platform from a jurisdiction outside Luxembourg, you do so on your own initiative and are solely responsible for ensuring compliance with the laws and regulations of your local jurisdiction to the extent they are applicable. Nothing in these Terms shall be construed as a solicitation or offer to conduct business in any jurisdiction where such activity would be unlawful.

15. General Provisions

15.1 Amendments

We reserve the right to amend, modify, or supplement these Terms at any time. Material amendments shall be notified to you by publication of the revised Terms on the Platform and by updating the “Effective Date” set forth above. Your continued use of the Platform following the publication of any such amendment shall constitute your acceptance of the revised Terms. If you do not consent to the amended Terms, you must immediately discontinue all use of the Platform.

15.2 Entire Agreement

These Terms, together with the Privacy Policy and any supplementary terms or policies expressly referenced herein, constitute the entire agreement between you and Quokka S.àr.l. with respect to the subject matter hereof and supersede all prior or contemporaneous negotiations, representations, communications, understandings, and agreements, whether written or oral.

15.3 Severability

If any provision of these Terms is determined by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable, such determination shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect. The invalid or unenforceable provision shall be reformed to the minimum extent necessary to render it valid and enforceable while preserving the parties’ original intent to the greatest extent possible.

15.4 No Waiver

No failure or delay on the part of the Company in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

15.5 Assignment

You may not assign, transfer, delegate, or otherwise dispose of any of your rights or obligations under these Terms, whether by operation of law or otherwise, without our prior written consent. The Company may freely assign or transfer its rights and obligations under these Terms without restriction or the requirement of your consent. Any purported assignment in contravention of this provision shall be null and void.

15.6 Notices

All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing. We may deliver notices to you via the email address associated with your account or through the Platform’s notification interface. Notices to the Company shall be directed to legal@dataroom.pro or delivered to our registered office address set forth above.

15.7 Force Majeure

The Company shall not be liable for, nor shall it be considered in breach of these Terms due to, any failure to perform or delay in the performance of any obligation hereunder where such failure or delay arises from or is attributable to circumstances beyond the Company’s reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, acts or omissions of government, armed conflict, civil unrest, terrorism, fire, flood, earthquake, labour disputes, failures of internet or telecommunications infrastructure, power outages, cyberattacks, or any other force majeure event.

15.8 Language

These Terms have been drawn up in the English language. The English language version of these Terms shall be the authoritative version for the purposes of interpretation and construction. In the event that these Terms are translated into any other language, the English language version shall prevail in the event of any conflict, ambiguity, or inconsistency between the versions. In the event of judicial or arbitral proceedings, a certified translation into French may be provided for the benefit of the tribunal; however, the English text shall remain the reference text for interpretation.

Contact Information

For any questions, concerns, or enquiries relating to these Terms, please contact us at:

Quokka S.àr.l.

58 Boulevard Marcel Cahen, L-1311 Luxembourg, Grand Duchy of Luxembourg

Register Number: B280011

VAT: LU35321866

General Enquiries: support@dataroom.pro

Legal Correspondence: legal@dataroom.pro

Website: https://dataroom.pro