Effective as of: June 07, 2022
Last Updated: June 27, 2022
Table of Contents
- User Content
- Intellectual Property and Ownership
- User Confidential Information
- License to Access and Use Our Service and Fortress.Legal Content
- Third-Party Services
- Hosting Provider
- User Conduct
- User Content and Copyright
- Limitation of Liability
- Modifications to the Service
- Governing Law and Venue
1 – Introduction
This Service includes a secure Intangibles Management System (IMS) for users to manage, organize, and track ideas, intellectual property, contracts, and business data and can be used as a data room for due diligence. This Service also provides templates and legal guidance. The Service provides secure document management that cannot be accessed by unauthorized users or competitors.
Our Service is designed to provide accurate and current information with regard to the subject matter covered. Our Service must be used with the understanding that neither Fortress.Legal nor any of its subsidiaries, affiliates, successors, or assigns are engaged in rendering legal, accounting, financial, or other professional advice. If expert assistance is required, the personalized service of a competent professional should be sought.
3 – User Content
- abusive, illegal, defamatory, indecent, obscene, offensive or threatening in any way;
- unrelated to the Service;
- violates anyone’s copyright, trademark or other proprietary right;
- interferes with the privacy of another user;
- contains a virus or any other harmful components;
- contains false or misleading statements; or
- gives rise to any liability or violates any applicable local, provincial, state, federal or international law or regulation.
When uploading, submitting, and/or posting User Content, it is your responsibility to ensure that you have all the necessary legal rights to upload, submit or post your User Content. We are under no obligation to separately review any User Content to check that you have the right to carry out such activities. We may remove User Content if it breaches these Terms or is otherwise illegal or infringing any third party’s rights without consultation or notification.
Fortress.Legal ensures that User Content is accessible only to authorized users authorized to access that User Content, and in particular ensures that User Content cannot be accessed by third parties except as expressly authorized by the User. We are not liable for User Content that you release, disclose, waive solicitor-client privilege, or otherwise make available to others either intentionally or erroneously. Any User Content that you release, disclose, waive solicitor-client privilege, or otherwise make available to others, whether intentionally or erroneously, shall be the responsibility of the user and the user shall not hold Fortress.Legal liable for any such User Content that has been released, disclosed, solicitor-client privilege waived, or otherwise made available.
At your request, or upon termination or expiration of these Terms or your Account, Fortress.Legal will provide you with a .ZIP file of all of your User Content within thirty (30) days.
4 – Intellectual Property and Ownership
Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Fortress.Legal logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Fortress.Legal Content”) are the proprietary property of Fortress.Legal or our affiliates as applicable.
Notwithstanding anything to the contrary in these Terms, the Service and Fortress.Legal Content may include software components provided by Fortress.Legal or its affiliates or a third party that are subject to separate license terms. In such cases, those separate license terms will govern such software components.
Fortress.Legal™, the Fortress.Legal logo and any Fortress.Legal product or service names, logos, or slogans that may appear on the Service are trademarks and/or tradenames of Fortress.Legal or our affiliates and may not be copied, imitated, or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Fortress.Legal” or any other name, trademark or product or service name of Fortress.Legal or our affiliates without our prior written permission. In addition, the look and feel of the Service and Fortress.Legal Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark, or trade dress of Fortress.Legal and must not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Fortress.Legal names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes, or other information by name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Fortress.Legal.
Any feedback you may provide to Fortress.Legal in any form regarding the Service shall be the property and confidential information of Fortress.Legal. You expressly acknowledge Fortress.Legal’s ownership of such feedback and Fortress.Legal’s sole and exclusive right to develop, build, design, invent, and seek protection for any invention or any other intellectual property, as may be protected or protectible by any law or legal principle anywhere in the world, that may be based on or related to such feedback. You expressly waive any rights you may have in such feedback, including moral rights, in favour of Fortress.Legal.
5 – User Confidential Information
By its nature as an IMS, the Service will necessarily handle your confidential information (“User Confidential Information”). In these Terms, User Confidential Information means User Content uploaded to the “Data Rooms”, “Unregistered IP”, or “Registered IP” sections of the Service. User Confidential Information may include your technology, inventions and discoveries, designs, prototypes, business plans and information, trade secrets, and experimental data. User Confidential Information shall not include information which:
- Fortress.Legal can show was in our possession prior to disclosure by you and which is not subject to another obligation of secrecy and non-use;
- becomes available to Fortress.Legal on a non-confidential basis from a source, that is not under obligations of confidentiality, other than you; or
- becomes part of the public domain through no fault, act, or omission by Fortress.Legal.
You have the sole discretion to provide any of User Confidential Information to Fortress.Legal, except where providing User Confidential Information is required to meet the obligations in these Terms. Subject to Section 4, you will retain all rights, including intellectual property rights, in your User Confidential Information.
User Confidential Information shall be used by Fortress.Legal only to carry out activities necessary for the access and use of the Services. You agree to take all necessary steps required to preserve the confidentiality of your User Confidential Information, including by protecting your Fortress.Legal log-on credentials. Fortress.Legal is not responsible for breaches of confidentiality relating to your User Confidential Information and caused by you, as stated in Section 3.
Fortress.Legal will immediately notify you in writing if we become aware of any unauthorized disclosure of User Confidential Information.
6 – License to Access and Use Our Service and Fortress.Legal Content
You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable license (the “License”) to access and use the Service and Fortress.Legal Content; provided, however, that such License is subject to these Terms and does not include any right to (a) sell, resell, or use commercially the Service or Fortress.Legal Content, (b) distribute, publicly perform, or publicly display any Fortress.Legal Content, (c) modify or otherwise make any derivative uses of the Service or Content, or any portion thereof, (d) use any data mining, robots, or similar data gathering or extraction methods, (e) download (other than page caching) any portion of the Service or Fortress.Legal Content, except as expressly permitted by us, and (f) use the Service or Fortress.Legal Content other than for their intended purposes.
7 – Hyperlinks
You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Service for noncommercial purposes, provided that such link does not portray Fortress.Legal or our affiliates or any of our products or services in any false, misleading, derogatory, or otherwise defamatory manner, and provided further that the linking site does not contain any illegal material or any material that is hateful, harassing, or otherwise objectionable. This limited right may be revoked at any time. You may not use a logo or other proprietary graphic of Fortress.Legal to link to the Service or Fortress.Legal Content without our express written permission. Further, you may not use, frame, or utilize framing techniques to enclose any Fortress.Legal trademark, logo, or other proprietary information, including the images found on the Service, the content of any text or the layout or design of any page, or form contained on a page, on the Service without our express written consent.
8 – Third Party Services
The Service contains links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left our Service and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications and are not under the control of Fortress.Legal. Fortress.Legal is not responsible for any Third-Party Websites or Third-Party Applications. Fortress.Legal provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites and Third-Party Applications at your own risk. When you leave our Service, our Terms and policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
9 – Hosting Provider
The Services will be hosted by Amazon Web Services, Inc. (the “Hosting Provider”), including any additional third parties subcontracted by the Hosting Provider. The Services and any of your data is hosted on servers located in Canada. You agree to comply with any policies and terms of the Hosting Provider that are applicable to you, including those found online at aws.amazon.com/legal/.
10 – Payment
The terms of payment, if any, for the Services provided to you shall be established in an agreement (the “Payment Agreement”) between you and Fortress.Legal. You agree that the Payment Agreement is incorporated in its entirety in these Terms. Fortress.Legal reserves the right to alter the pricing structure of the Services at any time, by requiring, increasing, or altering the fees required to access the Services.
11 – User Conduct
You agree that you will not violate any law, contract, intellectual property or other third party right, and that you are solely responsible for your conduct, while accessing or using the Service in any way. You agree that you will abide by these Terms and will not:
- Provide false or misleading information to Fortress.Legal;
- Violate or attempt to violate security measures;
- Access data that is not intended for your use or logging into a server or account that you are not authorized to access;
- Attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
- Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden, or impair the functioning of the Service in any manner;
- Develop, utilize, or disseminate any software, or interact with any API in any manner, that could damage, harm, or impair the Service;
- Reverse engineer any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any Service, area, or code of the Service;
- Attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Service that you are not authorized to access;
- Use any robot, spider, crawler, scraper, script, browser extension, offline reader or other automated means or interface not authorized by us to access the Service, extract data or otherwise interfere with or modify the rendering of Service pages or functionality;
- Use data collected from our Service to contact individuals, companies, or other persons or entities;
- Use data collected from our Service for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
- Bypass or ignore instructions that control all automated access to the Service; or
- Use the Service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Fortress.Legal reserves the unlimited right to allow or disallow certain uses of and/or users from the Service, in its sole discretion and with or without explanation. Should Fortress.Legal disallow a use or user except in violation of the Terms, Fortress.Legal will endeavour to provide an explanation of the decision, but is in no way required to do so. Fortress.Legal reserves the right to destroy material stored on our servers at any time and for any reason. You, as the user, agree that Fortress.Legal shall have the right to destroy any material stored in Fortress.Legal servers at any time and for any reason.
Fortress.Legal may monitor the Service electronically from time to time and disclose any information as necessary to satisfy any law, regulation, or other governmental request, to operate the Service properly, or to protect itself or its subscribers. Fortress.Legal reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, inappropriate, or in violation of these Terms.
Any material, including metadata of material stored elsewhere, that: violates international or Canadian intellectual property laws, promotes suicide or self-harm, incites hate or violence against others, degrades or reveals, in an unauthorized manner, private or privacy information related to another individual, depicts minors in sexually suggestive situations, is libelous, is harmful to minors, or is otherwise illegal in Canada is prohibited on Fortress.Legal and will be removed. Material created or used primarily or substantially for the purpose of raising funds for known terrorist and/or criminal organizations is prohibited on Fortress.Legal and will be removed.
We require all users to be 18 years old or older.
12 – User Content and Copyright
You are solely responsible for your use of the Services and for any User Content and User Confidential Information you provide, including compliance with applicable laws, rules, and regulations. You are solely responsible for monitoring the use of User Content and User Confidential Information you submit, post, or display. We are not liable for any User Content and/or User Confidential Information that you expose, whether purposefully or erroneously.
You retain your rights to any User Content you submit, post, or display using the Services. Fortress.Legal does not claim that submitting, posting, or displaying User Content on or through the Services gives Fortress.Legal any ownership or resale rights in your User Content.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power, and/or authority necessary to grant the rights granted herein for any User Content that you submit, post, or display on or through the Services. You agree that such User Content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material.
13 – Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Fortress.Legal, and our respective past, present, and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Fortress.Legal Parties”), from and against all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service or Content, (b) any feedback you provide to Fortress.Legal, (c) your violation of these Terms, (d) your violation of the rights of a third party, including those of another user, and (e) your infringement of third-party intellectual property rights. You agree to promptly notify Fortress.Legal of any third-party Claims and cooperate with the Fortress.Legal Parties in defending such Claims. You further agree that the Fortress.Legal Parties shall have control of the defense or settlement of any third-party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND FORTRESS.LEGAL, INCLUDING OTHER INDEMNITIES HEREIN.
14 – Disclaimers
THE SERVICE, FORTRESS.LEGAL CONTENT, AND USER CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. FORTRESS.LEGAL (AND ITS SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL, OR SAFE. FORTRESS.LEGAL DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICE, FORTRESS.LEGAL CONTENT, OR USER CONTENT CONTAINED THEREIN. FORTRESS.LEGAL DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE FORTRESS.LEGAL ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT SAFE, FORTRESS.LEGAL CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY, INCLUDING A BREACH OF SECURITY THAT CAUSES THE LOSS, EXPOSURE, OR THEFT OF USER CONTENT OR USER CONFIDENTIAL INFORMATION.
WHERE WE PROVIDE INFORMATION, WE ARE SOLELY AN INFORMATION PROVIDER AND DO NOT PROVIDE LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. THE INFORMATION IS FOR GENERAL INFORMATION PURPOSES ONLY, IS NOT INTENDED TO CONSTITUTE PROFESSIONAL ADVICE, AND SHOULD NOT BE RELIED ON OR TREATED AS A SUBSTITUTE FOR SPECIFIC ADVICE RELEVANT TO PARTICULAR CIRCUMSTANCES. NEITHER WE NOR OUR AFFILIATES NOR ANY OF OUR THIRD-PARTY SUPPLIERS SHALL BE LIABLE FOR ANY LOSS THAT MAY ARISE FROM ANY RELIANCE BY YOU, YOUR EMPLOYER OR CLIENT, OR ANY OTHER THIRD PARTY, ON THE DATA.
NOTHING CONTAINED ON THIS WEBSITE OR APPLICATION CREATES ANY CONTRACT OR RIGHT OF ACTION AGAINST FORTRESS.LEGAL. IT IS OFFERED SOLELY AS A SERVICE TO CURRENT AND POTENTIAL CUSTOMERS OF FORTRESS.LEGAL AND FORTRESS.LEGAL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE INFORMATION CONTAINED HEREIN.
Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
15 – Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FORTRESS.LEGAL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THESE TERMS, THE SERVICE, PRODUCTS OR THIRD PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF FORTRESS.LEGAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FORTRESS.LEGAL BE LIABLE FOR USER CONTENT EXPOSED BY YOU, WHETHER INTENTIONALLY OR ERRONEOUSLY. ACCESS TO, AND USE OF, THE SERVICES, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF FORTRESS.LEGAL ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICE EXCEED $100 CAD.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF FORTRESS.LEGAL FOR (A) DEATH OR PERSONAL INJURY CAUSED BY FORTRESS.LEGAL’S NEGLIGENCE; OR FOR (B) DEATH OR PERSONAL INJURY CAUSED BY FORTRESS.LEGAL’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
16 – Modifications to the Service
We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Services (or any features or parts thereof) at any time and without liability therefore.
17 – Governing Law and Venue
These Terms and your access to and use of the Service, Fortress.Legal Content, and User Content shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. For the purposes of all legal proceedings, the Services shall be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario sitting in Ottawa shall have the exclusive jurisdiction to entertain any action arising under this Agreement. Fortress.Legal and you hereby irrevocably attorn to the jurisdiction of the courts of the Province of Ontario and agree not to oppose any action brought in Ontario on the basis that the courts of Ontario are not an appropriate or convenient forum for same.
18 – Termination
Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to terminate your right to access or use the Service at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us, to the fullest extent permitted by applicable law.
19 – Severability
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause, or provision of these Terms.
20 – Survival
The following sections will survive the expiration or termination of these Terms and the termination of your Account: all defined terms and Sections 1 to 5 and 11 to 22.
21 – Amendments
From time to time, Fortress.Legal may amend or add to these Terms in its sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service, or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you must not access or use the Service.
22 – Miscellaneous
These Terms constitute the entire agreement between you and Fortress.Legal relating to your access to and use of the Services and Fortress.Legal Content. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without the prior written consent of Fortress.Legal. No decision of Fortress.Legal in relation to anything under these Terms shall bind Fortress.Legal with respect to any prior, concurrent, or subsequent circumstance. Fortress.Legal’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
END OF AGREEMENT