Legal

Terms of Service

Last Updated: January 2026

1. Introduction and Acceptance

1.1 Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between you, either as an individual or on behalf of an entity ("Customer," "you," or "your"), and Dealdrive AS, a Norwegian limited company with organization number 934 150 937, with registered address at Arbins gate 2, 0253 Oslo, Norway ("Dealdrive," "we," "us," or "our").

1.2 Acceptance

By accepting these Terms, creating a Customer account, or making a payment for the Service, you agree to be bound by these Terms and the agreements referenced in Section 1.3. If you are entering into this agreement on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

These Terms incorporate by reference:

(a) The Terms of Use at dealdrive.co/legal/terms-of-use, which governs all users' access to and use of the Service, including prohibited conduct;

(b) The Data Processing Agreement at dealdrive.co/legal/data-processing-ageement, which governs Dealdrive's processing of personal data on your behalf (in the event of conflict regarding data protection matters, the DPA prevails);

In the event of conflict between these Terms and a separately negotiated written agreement (such as an Order Form), the negotiated agreement prevails.

1.4 Eligibility

The Service is intended exclusively for business and professional use. By using the Service, you represent that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into binding contracts; and (c) you are accessing the Service in a business or professional capacity, not as a consumer.

2. Definitions

"Authorized Administrator" means an individual or entity authorized by a Customer to create, configure, and manage Data Rooms on the Customer's behalf, which may include the Customer itself, the Customer's employees, or third parties such as M&A advisors, investment banks, or law firms.

"Customer Content" means content uploaded to or created within the Service by Customer or Authorized Administrators.

"Data Room" means a virtual workspace created within the Service.

"Fees" means the amounts payable by Customer for the Service.

"Invited User" means any individual granted access to a Data Room who is not the Customer or an Authorized Administrator.

"Order Form" means a written document specifying services purchased, pricing, and any additional terms.

"Personal Data" has the meaning given in the General Data Protection Regulation (EU) 2016/679 ("GDPR").

"Service" means the Dealdrive virtual data room platform, including all features, functionality, and related services.

3. Scope and Responsibility

3.1 Customer's Role

Customer is the contracting party responsible for compliance with these Terms and payment of all Fees. These Terms apply to all Data Rooms associated with Customer's account, whether existing at the time of acceptance or created thereafter. Customer may authorize Authorized Administrators to create and manage Data Rooms on its behalf.

3.2 Authorized Administrators

Where an Authorized Administrator creates or manages Data Rooms on behalf of Customer:

(a) Customer remains responsible for compliance with these Terms and payment of Fees;

(b) The Authorized Administrator represents and warrants authority to act on Customer's behalf;

(d) Dealdrive's contractual relationship is with Customer, not with Authorized Administrators acting on Customer's behalf.

3.3 Ratification of Pre-Acceptance Actions

By accepting these Terms, Customer ratifies and assumes responsibility for all actions taken by Authorized Administrators in connection with Customer's Data Rooms prior to Customer's acceptance, including during any setup or configuration period. This includes content uploaded, users invited, and configurations made.

3.4 Responsibility for Users

Customer is responsible for ensuring that all individuals who access the Service in connection with Customer's Data Rooms—including Customer's employees, contractors, Authorized Administrators, and Invited Users—comply with the Terms of Use. Violations by such users shall be deemed violations by Customer for purposes of these Terms.

3.5 Data Room Activation Requirement

Data Rooms created without an associated Customer account may be used for evaluation and setup purposes only. Customer must accept these Terms within thirty (30) days of data room creation. If Customer has not accepted within this period, Dealdrive may suspend or delete the Data Room. Authorized Administrators creating Data Rooms represent that they have authority from a prospective Customer or are evaluating the Service for potential purchase.

4. The Service

4.1 Description

Dealdrive provides a cloud-based virtual data room platform for secure document sharing and collaboration during M&A transactions and other confidential business processes. The Service includes:

(a) Document Management: Secure storage, organization, and sharing of documents within Data Rooms;

(b) Collaboration Tools: Features enabling communication and coordination among authorized participants;

(d) AI-Powered Features: Analytical tools using artificial intelligence to assist with document review and due diligence, subject to Section 13.

4.2 Availability

Dealdrive will use commercially reasonable efforts to make the Service available. The Service may be subject to scheduled maintenance and occasional unplanned downtime. We will endeavor to provide advance notice of scheduled maintenance where practicable.

4.3 Modifications

Dealdrive may modify the Service to improve functionality, security, or user experience. We will not materially reduce core functionality during your subscription term without reasonable notice.

4.4 Beta Services and Free Trials

Dealdrive may offer "Beta," "Pilot," or "Early Access" features, or free trial access ("Evaluation Services"). Evaluation Services are provided for evaluation only, not for production use, are not supported, may be subject to additional terms, and are provided "AS-IS" without warranty. Dealdrive has no indemnification obligations or liability for Evaluation Services except as required by applicable law. Dealdrive may discontinue Evaluation Services at any time.

5. Pricing and Payment

5.1 Pricing

Fees are as set forth in: (a) a written Order Form; (b) the pricing displayed during checkout; or (c) the pricing page at dealdrive.co/pricing. All prices exclude applicable taxes unless stated otherwise.

5.2 Price Stability

Fees are fixed for your current subscription term as specified in your Order Form or selected plan.

5.3 Price Changes

Dealdrive may adjust Fees for renewal periods upon at least thirty (30) days' written notice before your renewal date. Any price change takes effect at the start of the renewal period following the notice. You may choose not to renew if you do not accept the new pricing.

5.4 Currency and Taxes

(a) Fees are in the currency specified in your Order Form or at checkout. Unless otherwise specified, Fees are in EUR.

(b) You are responsible for all applicable taxes (VAT, GST, sales tax). Dealdrive will add taxes to invoices where required.

5.5 Payment Methods and Terms

(a) Credit Card: Fees are charged in accordance with your selected plan and billing cycle, as displayed at checkout or specified in your Order Form. By providing a payment method, you authorize Dealdrive to charge the applicable Fees automatically.

(b) Invoice: Due within fourteen (14) days of the invoice date, unless otherwise specified.

5.6 Late Payment

If payment is overdue, Dealdrive may: (a) charge interest at the rate prescribed by Norwegian law (forsinkelsesrenteloven); (b) suspend access after fourteen (14) days' notice; (c) pursue collection including reasonable costs and legal fees.

5.7 Refunds

Fees are non-refundable except: (a) as required by applicable law; (b) as stated in your Order Form; or (c) if Dealdrive terminates for convenience under Section 16.4(a), in which case you receive a pro-rata refund for the unused portion.

5.8 Disputes

Notify Dealdrive in writing within fourteen (14) days of receipt if you believe an invoice is incorrect. Undisputed portions remain due.

6. Customer Content and Data Rights

6.1 Ownership

Dealdrive does not claim ownership of Customer Content. Ownership is determined by applicable law and agreements between relevant parties, not by these Terms.

6.2 License to Dealdrive

By uploading content, you grant Dealdrive a limited, non-exclusive, worldwide license to host, store, copy, process, and display the content solely to provide the Service. This license terminates when the content is deleted or your account is terminated, subject to any required retention periods.

6.3 Customer Representations

You represent and warrant that: (a) you have the necessary rights to upload content and grant the license in Section 6.2; and (b) your content does not infringe third-party rights.

6.4 Private Content

(a) "Private Content" means content that is accessible only to a defined group of users and not shared with other groups or parties. This includes individual private workspaces, annotations, and notes, as well as shared workspaces, communications, and content accessible only within a designated team, side, or user group (such as a buyer-side or seller-side workspace). Private Content remains confidential to the users with whom it is shared.

(b) Dealdrive will not disclose Private Content to users outside the group with whom it was shared, regardless of who pays for the Service. Customer may not request or obtain Private Content that was not shared with Customer.

(c) Upon termination, users may export content they uploaded or that was shared with them, but not other parties' Private Content.

6.5 Access Rights

Access to content through the Service does not confer ownership or rights beyond the access granted.

6.6 Disputes Between Parties

Dealdrive is not a party to any transaction conducted using the Service and has no responsibility for resolving disputes between users regarding ownership, access rights, or use of content. Any such disputes are matters between the relevant parties.

6.7 Responsibility for Content

You are solely responsible for the accuracy, legality, and appropriateness of Customer Content. Dealdrive does not pre-screen content but may remove content that violates the Terms of Use.

6.8 Backups

You are responsible for maintaining backup copies of critical data. Dealdrive is not liable for loss or corruption of content except where caused by Dealdrive's failure to maintain reasonable backup measures.

7. Dealdrive's Use of Data

7.1 Anonymized Data

Dealdrive may create anonymized, aggregated data that cannot identify any Customer, user, or individual, and does not contain Customer's confidential information in legible form ("Anonymized Data").

7.2 Use of Anonymized Data

Dealdrive may use Anonymized Data for: (a) improving the Service; (b) analytics and benchmarking; (c) developing features and technology, including AI capabilities; (d) research and statistical analysis.

7.3 No Sale of Customer Data

Dealdrive will not sell Customer Content or Personal Data. Dealdrive will not share Customer Content or Personal Data with third parties for their independent commercial benefit, except as necessary to provide the Service or as required by law.

8. Data Protection

8.1 Roles

(a) Customer as Controller: Customer is the data controller for Personal Data in Customer Content and for Invited Users' Personal Data.

(b) Dealdrive as Processor: Dealdrive processes Personal Data on Customer's behalf according to Customer's instructions to provide the Service.

8.2 Data Processing Agreement

Processing of Personal Data is governed by the DPA at dealdrive.co/legal/data-processing-agreement, which forms part of these Terms.

8.3 Customer Obligations

As data controller, Customer is responsible for: (a) ensuring a lawful basis to upload Personal Data; (b) obtaining necessary consents before adding Invited Users; (c) informing Invited Users about processing of their data; (d) managing access permissions; (e) complying with GDPR and applicable laws; (f) responding to data subject requests.

8.4 Content Uploaded by Invited Users

Where Invited Users upload content containing Personal Data, the Invited User (or their principal) is the data controller for such data. Dealdrive processes it under the Terms of Use. Customer's instructions under the DPA do not extend to such content, except for access controls and Data Room administration.

8.5 Limitation of Liability for Data Protection

Dealdrive is not liable for claims arising from Customer's failure to comply with its controller obligations, including improper handling of data, failure to obtain consents, or unauthorized disclosure.

9. Intellectual Property

9.1 Dealdrive's Intellectual Property

Dealdrive and its licensors retain all rights in: (a) the Service, including software, algorithms, interfaces, and technology; (b) all trademarks and branding; (c) any improvements or derivative works, regardless of Customer feedback.

9.2 Restrictions

You may not: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer or attempt to derive source code; (c) remove proprietary notices; (d) use Dealdrive's trademarks without consent; (e) extract data through scraping or similar methods except through authorized features.

9.3 Feedback

If you submit suggestions or ideas about the Service ("Feedback"), you agree the submission is gratuitous and without restriction. You assign to Dealdrive all rights in Feedback, which Dealdrive may use without payment or attribution.

10. Customer References and Marketing

10.1 Publicly Announced Transactions

For M&A transactions that have been publicly announced, Dealdrive may reference that its platform was used and may use the names and logos of involved parties in marketing materials. You may revoke this right by written notice to [email protected], and Dealdrive will cease such use in future materials within thirty (30) days.

10.2 Other Marketing Uses

For detailed case studies, testimonials, or general customer lists unrelated to announced transactions, Dealdrive requires your separate written consent. Acceptance of these Terms does not constitute such consent.

Dealdrive may contact you to request permission for marketing uses beyond Section 10.1. You are under no obligation to consent.

11. Communications

11.1 Service Communications

You agree to receive communications necessary for the Service: account notifications, billing notices, security alerts, and service announcements. These are not subject to opt-out.

11.2 Product Updates

Dealdrive may send communications about new features and updates as part of the service relationship.

11.3 Marketing Communications

Promotional emails and newsletters require separate opt-in consent. You may opt out at any time through account settings or as described in our Privacy Policy.

12. Service Levels

12.1 Service Level Agreements

Any uptime guarantees or service credits ("SLA") are as specified in your Order Form or the terms associated with your plan at dealdrive.co/pricing.

12.2 Standard Terms

Unless an SLA is included, no guaranteed uptime or service credits are provided. Dealdrive will use commercially reasonable efforts to maintain availability.

12.3 Exclusions

SLA commitments do not apply to: (a) scheduled maintenance with reasonable notice; (b) factors outside Dealdrive's reasonable control; (c) issues from your equipment or network; (d) suspension due to breach or non-payment.

13. AI-Powered Features

13.1 Nature of AI Features

The Service includes AI-powered features for document analysis, categorization, and due diligence assistance using automated processing and machine learning.

13.2 Assistive Tools Only

AI features are assistive tools that support, not replace, human review and professional judgment. You acknowledge that:

(a) AI outputs may contain errors, inaccuracies, or omissions;

(b) AI features do not constitute legal, financial, tax, or other professional advice;

(d) Critical business decisions should not be based solely on AI outputs without appropriate human review.

13.3 No Warranty for AI Outputs

Dealdrive makes no representations or warranties regarding accuracy, completeness, or suitability of AI outputs. Use of AI features is at your own risk.

13.4 Continuous Improvement

AI features may be updated or modified. Performance may vary and is subject to change.

14. Warranties and Disclaimers

14.1 Dealdrive Warranties

Dealdrive warrants that: (a) the Service will be provided with reasonable skill and care consistent with industry standards; (b) the Service will perform substantially in accordance with its documentation; (c) Dealdrive has the right to provide the Service.

14.2 Disclaimers

Except as stated in Section 14.1: (a) Dealdrive does not warrant uninterrupted, error-free, or virus-free operation; (b) Dealdrive does not warrant that the Service will meet your specific requirements; (c) Dealdrive does not warrant the accuracy of AI outputs.

14.3 Third-Party Services

The Service may integrate with third-party services. Dealdrive does not endorse or assume responsibility for third-party services and is not liable for loss or damage from their use.

15. Limitation of Liability

15.1 Exclusion of Certain Damages

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, regardless of cause of action or theory of liability, even if advised of the possibility.

15.2 Cap on Liability

Subject to Section 15.3, Dealdrive's total liability for all claims arising from these Terms or the Service shall not exceed the Fees paid by Customer during the twelve (12) months preceding the event giving rise to the claim.

15.3 Exceptions

The limitations in Sections 15.1 and 15.2 do not apply to:

(a) Liability from a party's gross negligence (grov uaktsomhet) or willful misconduct;

(b) Dealdrive's liability for breach of security obligations under the DPA or unauthorized disclosure of Personal Data, provided that such liability shall not exceed three (3) times the Fees paid during the twelve (12) months preceding the event;

(d) Customer's obligation to pay Fees;

(e) Dealdrive's indemnification obligations under Section 17.2;

(f) Liability that cannot be limited under Norwegian law.

15.4 No Liability for Customer Actions

Dealdrive shall not be liable for: (a) Customer's or Authorized Administrators' use or misuse of the Service; (b) actions by Authorized Administrators or Invited Users; (c) Customer Content; (d) Customer's failure to comply with applicable laws.

16. Term and Termination

16.1 Term

These Terms commence when you first accept them and continue until terminated.

16.2 Subscription Term

Your subscription continues for the period specified in your Order Form or plan, renewing automatically for successive periods unless either party provides notice of non-renewal.

16.3 Termination by Customer

(a) Monthly Subscriptions: Cancel any time; access continues until end of current billing period with no refund.

(b) Annual Subscriptions: Provide at least thirty (30) days' notice before term end; terminates at end of current term.

16.4 Termination by Dealdrive

Dealdrive may terminate: (a) for convenience with thirty (30) days' notice; (b) immediately for breach not cured within fourteen (14) days of notice (or immediately if incurable); (c) immediately for non-payment not cured within fourteen (14) days of notice; (d) immediately if required by law or for security reasons.

16.5 Effect of Termination

Upon termination: (a) access ends immediately or at the end of any notice period; (b) Customer remains liable for Fees incurred; (c) Dealdrive retains Customer Content for thirty (30) days, during which Customer may export; (d) after thirty (30) days, content is deleted unless retention is required by law; (e) Private Content (such as content shared only within a specific team or side) is not available to users outside the group with whom it was shared, including upon termination.

16.6 Data Export

Prior to termination, you may export Customer Content using the Service's export features.

17. Indemnification

17.1 Customer Indemnification

Customer agrees to indemnify, defend, and hold harmless Dealdrive and its officers, directors, employees, and agents from claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

(a) Customer Content, including infringement claims;

(b) Use of the Service in violation of these Terms or the Terms of Use;

(d) Violation of third-party rights, including privacy rights;

(e) Handling of Invited Users, including failure to obtain consents or provide notices;

(f) Disputes between Customer and Invited Users or Authorized Administrators;

(g) Actions by Authorized Administrators;

(h) Claims by Invited Users against Dealdrive arising from Customer's Data Rooms.

17.2 Dealdrive Indemnification

(a) Dealdrive shall defend Customer against third-party claims alleging that the Service (excluding Customer Content) infringes intellectual property rights ("Claim"), and indemnify Customer for damages and costs finally awarded or settled.

(b) This obligation requires: (i) prompt written notice; (ii) sole control of defense and settlement to Dealdrive; (iii) reasonable assistance from Customer at Dealdrive's expense.

(c) Dealdrive has no liability for Claims arising from: (i) Customer Content; (ii) modification by anyone other than Dealdrive; (iii) use in violation of these Terms.

(d) If a Claim is made or likely, Dealdrive may: (i) modify the Service to be non-infringing; (ii) procure rights to continue; or (iii) if neither is reasonably available, terminate and refund prepaid unused Fees.

(e) This Section states Dealdrive's sole liability for intellectual property infringement claims.

17.3 Confidentiality Indemnification

Each party indemnifies the other for losses from breach of confidentiality obligations under these Terms or the DPA.

17.4 Procedure

The indemnified party shall: (a) promptly notify of claims; (b) provide reasonable cooperation; (c) give sole control of defense and settlement, provided no settlement admits liability without consent.

18. Changes to These Terms

18.1 Modifications

Dealdrive may modify these Terms with at least thirty (30) days' notice of material changes by email.

18.2 Acceptance

Continued use after the notice period constitutes acceptance. If you disagree, you may terminate under Section 16.3.

18.3 Material Changes

For changes materially affecting your rights, Dealdrive may require explicit re-acceptance.

18.4 Pricing

Modifications to these Terms do not affect Fees for your current subscription term. Price changes take effect per Section 5.3.

19. Dispute Resolution and Governing Law

19.1 Governing Law

These Terms are governed by the laws of Norway.

19.2 Good Faith Resolution

Before formal proceedings, parties agree to attempt resolution through good faith negotiations for at least thirty (30) days after written notice.

19.3 Jurisdiction

If negotiation fails, disputes are subject to the exclusive jurisdiction of the courts of Oslo, Norway.

19.4 Injunctive Relief

Either party may seek injunctive relief in any competent court to protect intellectual property or confidential information.

20. General Provisions

20.1 Assignment

You may not assign these Terms without Dealdrive's consent. Dealdrive may assign to an affiliate or in connection with a merger, acquisition, or asset sale.

20.2 Force Majeure

Neither party is liable for failure due to causes beyond reasonable control, including natural disasters, war, terrorism, government actions, internet failures, cyberattacks, or pandemics, provided prompt notice and reasonable mitigation efforts.

20.3 Severability

Invalid provisions shall be modified to the minimum extent necessary; remaining provisions continue in effect.

20.4 No Waiver

Failure to enforce any provision is not a waiver. Waivers must be in writing.

20.5 Entire Agreement

These Terms, the Terms of Use, Privacy Policy, DPA, and any Order Form constitute the entire agreement and supersede prior agreements.

20.6 Relationship

The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

20.7 Notices

(a) To Customer: By email to your account address or through the Service.

(b) To Dealdrive: By email to [email protected]. Effective upon receipt.

20.8 Language

These Terms are in English. If translated, the English version prevails.

20.9 Headings

Headings are for convenience and do not affect interpretation.

21. Contact

Questions about these Terms:

Dealdrive AS Email: [email protected] Website: dealdrive.co

ACCEPTANCE

By clicking "I Accept," creating a Customer account, or making a payment, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, the Terms of Use, the Privacy Policy, and the Data Processing Agreement.

If you do not agree, you may not use the Service as a Customer.