Welcome to Transaction Commons. Transaction Commons, LLC offers a solution for receiving, storing and making available for download content submitted in a transaction or other project (“Content”). We and our solution are referred to in these terms as “Transaction Commons.” Your use of Transaction Commons means you are agreeing to these Terms of Use including the Privacy Policy incorporated by reference. Please review the following information carefully. If you do not agree with these terms you may not use Transaction Commons.

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1. Limited Right to Use

You have a limited nonexclusive nontransferable license to use Transaction Commons to post and download Content only for the purposes permitted by these Terms of Use and applicable law. You do not have any other rights to use, reproduce or modify Transaction Commons. You agree not to access Transaction Commons by any means other than by logging in with your registered email address and password (“Access Credentials”) at the Transaction Commons website.

You also agree not to: (i) transfer to or share with a third party your Access Credentials, (ii) disrupt or interfere with any other user’s interaction with Transaction Commons, (iii) transmit through Transaction Commons any viruses or other harmful content, (iv) create a false identity, use another person’s Access Credentials, or otherwise access any transactions or Content which you are not authorized to access, or (v) disrupt or interfere with the functionality or security of Transaction Commons or its server(s) and/or network(s). If you obtain unauthorized access to a transaction on Transaction Commons, you have no right to access or use any Content in that transaction in any way. Transaction Commons has the right to suspend or terminate your access to Transaction Commons at any time.

IT IS IMPORTANT THAT ALL USERS IN A TRANSACTION UNDERSTAND WHAT CONTENT WILL BE AVAILABLE TO OTHER USERS AND WHAT CONTROLS HAVE BEEN ESTABLISHED REGARDING THE ADDITION OF ADDITIONAL USERS TO A TRANSACTION.

2. Content on Transaction Commons

You may upload Content to Transaction Commons (“Your Content”). Subject to these Terms of Use and applicable laws, Your Content may be viewed, downloaded, revised, and used by other users in a transaction. It is your responsibility to understand which other users have access to Your Content. Other users of Transaction Commons may also upload Content. Uploading of Your Content to Transaction Commons grants Transaction Commons a license to access and use Your Content in connection with the Transaction Commons solution and grants other users a license to access, use, and modify Your Content. When you upload Content, you are representing to Transaction Commons that you have the legal right to upload, use and access the Content and to give this license to Transaction Commons and other users. You should retain copies of all of Your Content posted to Transaction Commons.

You agree not to upload Content to Transaction Commons with any personally identifiable information of any individual without first obtaining proper consent from that individual.  You agree to take appropriate steps to password protect highly confidential documents or redact personally identifiable information as appropriate.

Transaction Commons does not own or control the Content uploaded to a transaction, and Transaction Commons does not review, inspect, edit, or monitor Content uploaded by you or any other user of Transaction Commons, including, without limitation, for viruses, worms, or any other similar contaminating or destructive features (“Destructive Content”). Transaction Commons reserves the right, on its own discretion, to refuse, remove, or disable access to Content that Transaction Commons determines in its sole discretion may contain Destructive Content, may be illegal, or may violate these Terms of Use, although Transaction Commons has no obligation to do so. Transaction Commons does not gather any information, including personally identifiable information, from Content.

You are responsible for protecting your computer and/or your other devices (such as tablets or phones), for example, by installing anti-virus software, updating your applications, password protecting your information, and not permitting third party access to your computer and/or other devices.

3. Prohibited Content

You agree not to upload Content to Transaction Commons that contains (i) any material that is obscene, threatening, harassing, hateful, offensive, derogatory or defamatory to any individual, group, or organization, (ii) any information, content, or images that are false, misleading, or promote illegal conduct or purposes, (iii) information, content, images, or materials that violate the intellectual property, privacy, or other rights of others, (iv) any information, content, or images that contain Destructive Content or (v) any materials that would violate any law. You agree to indemnify, defend, and hold Transaction Commons and its managers, members, officers, and employees harmless for any liability, loss, claim, and expense, including reasonable attorney’s fees, related to or arising from your uploading of any prohibited Content.

4. Access to Content

User access to a particular transaction may be authorized by one or more transaction administrators who are not affiliated with or under the control of Transaction Commons. In transactions with multiple transaction administrators, users may be added by any transaction administrator and when users are added they may have full access to the Content posted to Transaction Commons for that transaction. Each transaction administrator is responsible for the consequences of affording transaction access to users, including access to personally identifiable information.

5. User Information

When an authorized user is set up in Transaction Commons, information about that user is entered by our customer (the “Account”), the Account’s representative, or Transaction Commons under instructions from the Account or its representative. Transaction Commons does not have any control over who provides the user set up information or the accuracy of the information they provide.

Transaction Commons requires at least a name and email address for each authorized user. Other information about users may also be provided, either by the parties described above or by a user who updates his or her profile, including company name, address, and telephone number. This additional information is useful in identifying users in a transaction or project and facilitating communication among those users. Users with access to a particular transaction may have access to the name, email address, and any other additional information provided about the other users in that transaction. Content posted on Transaction Commons will identify the user who posted it. Reports showing certain information about an authorized user’s use of Transaction Commons may be made available to others, depending on how the transaction is structured. Transaction Commons has no control over information posted by one user about another – and how this information is shared by users outside of Transaction Commons.

6. Transaction Commons Security

You agree and understand that you are responsible for maintaining the confidentiality of your Access Credentials. While Transaction Commons cannot physically prevent you from sharing your Access Credentials with others, that practice is a breach of these Terms of Use. Transaction Commons is not liable for any harm caused or related to the theft, disclosure, or misappropriation of your Access Credentials, or your authorization of anyone else to use your Access Credentials. You are responsible for any activities that occur under your Access Credentials, whether or not such use was authorized by you. If you become aware of any unauthorized use of your Access Credentials, please notify Transaction Commons immediately. You agree to indemnify, defend, and hold Transaction Commons and its managers, members, officers, and employees harmless for any liability, loss, claim, and expense, including reasonable attorney’s fees, related to or arising from your sharing of Access Credentials with any other person.

No password-protected system of data storage and retrieval can be made entirely impenetrable. Accordingly, you acknowledge and accept that it may be possible for an unauthorized third party to access, view, copy, modify, use, and distribute the Content uploaded to Transaction Commons.

7. Warranties; Limit of Liability

Transaction Commons is provided on an as-is basis. Transaction Commons makes no warranties, express or implied, as to its function, availability, or otherwise.

Transaction Commons may contain bugs, errors, problems or other limitations. Transaction Commons does not warrant that content that may be downloaded from Transaction Commons does not contain Destructive Content.

Transaction Commons does not make representations or warranties about Transaction Commons or the Content posted to Transaction Commons by users. Transaction Commons shall not be liable for the accuracy, completeness, or substance of any Content, or for inaccuracies of any content, or for any interruptions in Transaction Commons functionality for any reason.

Transaction Commons has no liability for any improper access to, or dissemination of, confidential, personally identifiable, or other information posted to Transaction Commons. It is the responsibility of each user posting documents, files, or Content (or establishing user access to a transaction) to appropriately monitor and manage the Content posted in, and the users being given access to, a particular transaction.

Our liability for damages for breach of these Terms of Use (including our Privacy Policy) or arising in connection with the performance or non-performance of Transaction Commons (whether for breach of contract, tort or otherwise) will be limited to the fees received by Transaction Commons in connection with the subject transaction or $10,000 in the aggregate, whichever is less. Transaction Commons will have no liability for indirect, special, incidental, punitive, exemplary, or consequential damages, or damages for loss of business, loss of profits, loss of opportunity or the like, whether based on breach of contract, tort, or otherwise.

THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS OF USE AND TRANSACTION COMMONS WOULD NOT BE MADE AVAILABLE WITHOUT THESE LIMITATIONS.

8. Intellectual Property

The content, graphics, organization, and design of Transaction Commons are protected under applicable copyright, trademark, and other proprietary rights laws. Patents have issued or applications are pending on some Transaction Commons functionality.

Your use, copying, or reproduction of any part of Transaction Commons, except as allowed in the Limited Right to Use section above, is prohibited. Transaction Commons®, Where Deals Get Done®, Challenging the Email Paradigm®, Transaction Commons®, Your Transaction Process Experts®, Commons®, Deal Curve®, How Deals Get Done®, Transaction Dashboard®, and Common Space® are our registered trademarks.

Other names used on Transaction Commons are also our trademarks.

9. Account Control and Payment

The party that sets up an account for a transaction (the “Account”) will be responsible for all payments owed to Transaction Commons and may direct or cause termination of the Account and deletion of all Content for any or all transactions at any time, without notice to users.

10. Changes and Termination

Transaction Commons reserves the right to temporarily or permanently modify or eliminate all or any part of Transaction Commons on at least thirty (30) days advance notice to users. You agree that Transaction Commons will not be liable for any damages should such changes occur.

All users’ access to a transaction may be terminated by Transaction Commons at the earlier of (i) notification by the Account that the transaction is to be discontinued for all users or (ii) if any amount owed to us by the Account is more than forty five (45) days past due. User access may also be controlled and terminated at any time (without notice) by the transaction administrator who set up the user.

11. Digital Millennium Copyright Act – Designated Agent

If you are a copyright owner or the copyright owner’s agent and you believe that any content on Transaction Commons infringes upon your copyright, you may submit a notice in accordance with the Digital Millennium Copyright Act (“DMCA”) by providing our DMCA Copyright Agent with the following information in writing:

• Your full legal name and your physical or electronic signature;
• Identification of the copyrighted work(s) you claim has been infringed;
• Identification of the material you claim to be infringing that copyrighted work(s), and URLs or similar information sufficient to permit us to locate that material on our websites and services;
• Information to permit Transaction Commons’ agent to contact you: your address, telephone number and email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law (e.g. as a fair use); and
• A statement that the information in the notice is accurate, and under penalty of perjury, that you are the owner, or are authorized to act on behalf of the owner of the copyright that is allegedly infringed.

Transaction Commons’ designated DMCA Copyright Agent to receive notices of infringing material is:
Copyright Agent
On Point Business Administration Inc.
7317 West 79th Street
Overland Park, Kansas 66204
Phone: (816) 595-8620
Email: agent@onpointtcb.com

Only DMCA notices should go to our DMCA Copyright Agent. You acknowledge that if you fail to comply with all of the requirements listed, then your DMCA notice may not be valid.

12. File Retention; Subpoena Response

Any Content uploaded on Transaction Commons may be permanently deleted sixty (60) days after transaction termination. Transaction Commons may retain this Content longer as part of our routine backup and archival processes. In the event Transaction Commons receives a subpoena or similar demand for document production, the Account will be promptly notified (subject to applicable law) and will be responsible for our reasonable costs in responding to that demand.

13. Applicable Law and Venue

These Terms of Use shall be governed by and construed in accordance with the internal laws of the State of Missouri, United States of America, without giving effect to the principles of conflict of laws. You irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Courts of the State of Missouri and the United States of America located in Kansas City, Missouri for any actions, suits or proceedings arising out of or relating to these Terms of Use and Privacy Policy and use of Transaction Commons, and you waive any objection to venue in those courts. All servers used by Transaction Commons are located in the United States of America. A user may access Transaction Commons from another country and it is possible that Content will be available in other countries. Since Transaction Commons does not have control over the identity or location of authorized users, the parties to a transaction are responsible for establishing appropriate controls over Content access in compliance with laws of other regions.

14. Privacy Policy

Please read our Privacy Policy for information on how Transaction Commons collects, uses, discloses, manages, and stores personally identifiable information. This Privacy Policy is a part of our Terms of Use.