Important Notice: please consider that the terms and conditions below apply to you depending on your current status as an investor or a potential investor in one or more of our funds, i.e. whether your access relates to the “Investor portal for funds” or to the “21 Healthcare Data Room”
21 Invest SGR S.p.A. (“21 Invest”, “We”, “Our” or “Us”) provides the web platform “Investor Portal” (the “Service” or the “Platform”) which allows the easy and secure electronic transfer of certain documents (the “Material”, as defined below) to you (“You”, “Your” or the “Investor”), in connection with Your investment in any of the funds established and managed by 21 Invest (“Funds”).
By registering, accessing and/or using Our Platform, You agree and accept to be bound by these terms of use (“Terms”). Without prejudice to any provisions contained in the management rules of the relevant Funds and/or in any other documents governing Your investment in the Funds (the “Governing Documents”), these Terms, together with the privacy policy, represent the entire agreement between You and Us regarding Our Service.
The Investor further acknowledges and agrees that, in the event of conflict between these Terms and the Governing Documents, the latter shall prevail.
1. DEFINITIONS
1.1 Whenever used in this Terms and written with an initial capital letter, and unless otherwise expressly provided for herein, each of the terms set forth in this Section 1 shall have the following meaning:
(i) “21 Invest”, “We”, “Our” or “Us” have the meaning set forth in the preamble.
(ii) “Advisers” means either Party's advisers including, but not limited to, attorneys, accountants, consultants, bankers and financial advisers.
(iii) “Funds” shall mean the funds managed by 21 Invest.
(iv) “Indemnified Person” has the meaning set forth in Section 7.
(v) “Intellectual Property Right” has the meaning set forth in Section 8.
(vi) “Investor”, “You”, “Your” shall mean the investing party in any of the Funds according to the Governing Documents.
(vii) “Material” means, without limitation, all legal, commercial, financial or other information, accounts, financial statements, reports, drawdown and distribution notices, minutes of meetings, correspondence, business or research statements whether prepared by 21 Invest, its Advisers or by third parties and made available to the Investor on the Platform. The term Material shall also include all analyses, compilations, studies or other documents prepared by the Investor or its Advisers incorporating Material.
(viii) “Party” and/or “Parties” shall mean 21 Invest on one side and/or the Investor on the other side.
(ix) “Service” or “Platform” shall mean the web platform “Investor Portal”.
(x) “Terms” shall mean this agreement and policy which constitute an integral part hereof, including their possible amendments or modifications.
(xi) “Third Party Content” has the meaning set forth in Section 8.
2. CONDITIONS TO USE THE PLATFORM
2.1 You are the sole responsible for procuring devices, software and data connections which are required to use properly the Platform and for paying the Internet fees and other costs and taxes You may incur by using Our Service.
2.2 In order to use Our Service, You must sign up and create an account by providing correct and true information. You agree to update such information if You modify it.
3. USE OF THE PLATFORM
3.1 You agree and accept to use the Platform according to our Terms. Subject to Your compliance with these Terms, 21 Invest grants You a limited, revocable, non-exclusive, non-transferable right to access and use the Platform strictly and solely for Your private, informational purposes only in connection with Your investment in the Funds.
3.2 By using our Service, You agree not to:
(i) directly and/or indirectly violate or infringe any law, rule, regulation and/or any other third-party right;
(ii) directly and/or indirectly violate or infringe 21 Invest's rights and policies, including these Terms and the privacy policy; encourage or promote any activity that breaches these Terms;
(iii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service;
(iv) modify, adapt, copy, alter, translate or create derivative works of the Platform;
(v) use the Platform in a way that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or interfere with the functioning, safety, security, or performance of the Service;
(vi) reverse engineer, decompile, decode or disassemble the Platform (or any part thereof) and/or attempt to derive the source code for the Platform (or any part thereof);
(vii) send, upload and store viruses or other malicious code or otherwise compromise the security of the Platform;
(viii) otherwise exploit or use the Platform in any way that excepts what has been strictly set forth in these Terms.
4. YOUR ACCOUNT
4.1 You are responsible for any activity that occurs in Your account and to keep it safe and secure.
4.2 By using the Platform, You agree and accept to:
(i) maintain the security of Your account by not sharing Your access credentials to any third party;
(ii) to treat any identification code, password or other piece of information used as part of the security procedures put in place by Us regarding the access to and the use of the Platform as confidential and not disclose it to any third party;
(iii) promptly notify 21 Invest if You discover or otherwise suspect any security breach related to the Platform and/or to Your account.
4.3 You agree that 21 Invest may disable the Investor's account if in 21 Invest's opinion You have failed to comply with any of the Terms.
5. ACCESS AND USE OF THE MATERIAL
5.1 Whilst using the Platform, the Investor must:
(i) take all reasonable steps to ensure that none of the Material and any information on this Platform is accessible to, or capable of being overlooked by, any third party;
(ii) not leave the computer or other communications device through which You access the Service unattended whilst connected to this Platform;
(iii) ensure that You close the browser when You have stopped using the Platform; and
(iv) not deface, mark, alter, modify, damage or destroy in any way any Material and any information contained on the Platform.
5.2 21 Invest may, at any time, withdraw or change the Material on the Platform.
5.3 The Investor acknowledges and agrees that, in addition to and without affecting these Terms, the Materials disclosed to the Investor through the Platform shall remain subject to the relevant provisions, if any, contained in the Governing Documents.
5.4 The Investor agrees to treat any and all the Material disclosed in the Platform or in any other manner whatsoever to the Investor and its Advisers by or on behalf of 21 Invest in accordance with these Terms and the Governing Documents, and to take or abstain from taking any actions which could constitute a breach of the Terms as hereinafter explicitly set forth.
5.5 The Investor expressly acknowledges and agrees that by sending and/or uploading the Materials through the Platform 21 Invest fulfills its notification, reporting and/or any other type of obligations arising from the relevant provisions set forth in the Governing Documents.
5.6 The Investor expressly acknowledges and agrees that the Materials transmitted via the Platform shall be considered to have been delivered to the Investors as soon as the Investor can access them in the Platform and that any relevant deadlines provided by the Governing Documents shall start to run from that time.
5.7 In the event the Investor is required under the Governing Documents to perform certain obligations in connection with or as consequence of the disclosure and use of the Material, the Investor expressly acknowledges and agrees that the disclosure of such Material through the Platform shall be deemed to trigger the same effects as the transfer and disclosure of the Material through any other means and process set out under the Governing Documents.
6. CONFIDENTIALITY
6.1 The Investor hereby agrees that the Material will be kept strictly confidential by the Investor and will not be disclosed, in whole or in part, by the Investor to any person in any manner whatsoever. In addition, the Investor agrees not to disclose, without the prior written consent of 21 Invest, to any other person the fact that the Material has been made available to the Investor.
6.2 The Investor hereby agrees that the Investor shall use the Material strictly and solely for informational purposes only in connection with the Investor's investment in the Funds.
6.3 Notwithstanding anything to the contrary contained in these Terms, the Investor may disclose any Material to those Advisers on a strictly need to know basis, provided that such Advisers have first agreed in writing to be bound by the provisions of these Terms in the same manner and to the same extent as the Investor. The Investor expressly agrees and accepts to bear full and complete responsibility, also in accordance to Article 1381 of the Italian Civil Code, for ensuring that the Advisers appointed by the Investor fully comply with the terms and conditions specified herein.
6.4 Notwithstanding anything to the contrary contained above, if the Investor is under a legal obligation to disclose any Material, the Investor shall provide 21 Invest with prompt notice of the Material it is under an obligation to disclose and to whom such disclosure must be made, so that 21 Invest may seek a protective order or other appropriate remedy. In such case the Investor shall not oppose any action by 21 Invest to seek a protective order or other remedy to the extent that it is so permitted by law preventing the disclosure of the Material. The Investor may disclose such Material provided that 21 Invest has been notified as required above and only to the extent to which the Investor is legally required to do so. Any such disclosure may be made only on condition that the Investor exercises its reasonable, good faith efforts to preserve the confidentiality of the Material, including, without limitation, by cooperating with 21 Invest to prevent such disclosure as set forth in this Section.
6.5 Section 6 of these Terms is not applicable insofar as:
(i) the Material becomes generally available to the public other than as a result of any unauthorised disclosure by the Investor; or
(ii) the Material was available to the Investor on a non-confidential basis prior to its disclosure to the Investor by 21 Invest; or
(iii) the Material becomes available to the Investor on a non-confidential basis from a source other than 21 Invest, provided that to the best of the Investor's knowledge, such source is not bound by a confidentiality agreement with 21 Invest or, to the best of the Investor's knowledge, is otherwise prohibited from transmitting the information to the Investor by a contractual, legal obligation; or
(iv) 21 Invest gives its prior written consent to the respective disclosure.
7. LIMITATIONS OF LIABILITY AND INDEMNITY
7.1 The Investor agrees and acknowledges that, to the fullest extent permitted by applicable law, the Platform is made available to the Investor on an “as is” basis without any express or implied warranty, including, without limitation, implied warranties of accuracy, non-infringement, merchantability, fitness for a particular purpose, title and non-infringement as to the Service and the Material.
7.2 Furthermore, 21 Invest does not represent or warrant that the Service will:
(i) be accurate, complete, reliable, useful or error-free;
(ii) function without disruptions, delays, or imperfections;
(iii) be free of viruses or other harmful components.
7.3 21 Invest shall not be responsible and held liable for any damages or loss You may incur due to unforeseeable circumstances and/or force majeure and/or arising out of events beyond Our reasonable control.
7.4 To the fullest extent permitted by applicable law, 21 Invest disclaims any and all liability, whether in contract or tort, for any loss, damage, cost or expense of any nature whatsoever arising out of or relating to the use of and access to the Services by You.
7.5 The Investor understands and acknowledges that 21 Invest makes no representation or warranty, express or implied, as to the accuracy or completeness of the Material. To the extent permitted by law, the Investor agrees that 21 Invest shall not have any liability towards the Investor relating to or resulting from the use of the Material.
7.6 21 Invest will not be liable to the Investor or Advisers or any other person for any loss or damage caused by a distributed denial-of-service attack, virus, worm, Trojan horse or other harmful material that may infect their computer equipment, computer programs, data or other proprietary material due to the use of the Platform or to the downloading of any Material from it.
7.7 The Investor shall (in addition to, and without affecting, any other rights or remedies 21 Invest may have) indemnify, and keep indemnified, 21 Invest, each of its group companies, and their respective officers, employees, advisers or agents (each an “Indemnified Person”) from and against all actions, claims, demands, liabilities, damages, losses, costs, charges and expenses (including, without limitation, consequential losses, loss of profit and loss of reputation and all interest, penalties and legal and other professional costs and expenses) that an Indemnified Person may suffer or incur in connection with, or arising (directly or indirectly) from, any breach of these Terms and/or non-performance by the Investor or Advisers or any person to whom they have disclosed or given access to any Material or any copies, of any of these Terms.
8. 21 INVEST'S RIGHTS AND THIRD-PARTY CONTENT
8.1 Any and all copyrights, trademarks, domains, logos, trade secrets, patents, and any other proprietary rights associated with Our Service, together with any and all upgrades, updates, enhancements, improvements, modifications and derivative works thereof (“Intellectual Property Rights”), are owned by Us and/or by Our legitimate licensors. It is understood that Investor shall not acquire any right or license in and to Intellectual Property Rights.
8.2 You may not use the Intellectual Property Rights unless You have Our written authorization.
8.3 The Platform may include services, general news and information, report, research and other data supplied by companies that are not affiliated with 21 Invest (“Third Party Content”). In this respect, the Investor explicitly acknowledges and agrees that:
(i) We have not been involved in the preparation, development and/or editing of Third Party Content and We do not explicitly or implicitly endorse or approve any of such Third Party Content;
(ii) We do not guarantee the accuracy, timeliness, completeness or utility of Third Party Content, and 21 Invest shall not be responsible or liable for any of such Third Party Content;
(iii) Your access to and use of Third Party Content is at Your own risk.
9. AVAILABILITY OF THE SERVICE
9.1 You acknowledge and agree that We may add, update, modify or remove features, functionalities, and also suspend or stop the Service, including by way of example for maintenance, repairs, upgrades, or network or equipment failures or if We detect any security risk.
9.2 In such event and if it is possible, We will inform You.
9.3 You acknowledge and agree that We shall not be responsible and held liable for any event beyond Our reasonable control, including without limitation events in nature and other force majeure events, that may affect the availability of the Service.
10. MODIFICATIONS OF THE TERMS
10.1 We reserve the right to modify and/or update these Terms in order to:
(i) introduce, modify, integrate, add or in any way change the functionalities and/or the services offered through the Platform;
(ii) comply with laws and regulations, including but not limited the Governing Documents;
(iii) comply with rulings of regulatory body and/or court of competent jurisdiction;
(iv) address and reflect the technical developments and changes of the Platform.
10.2 If possible, We will provide You with a 15 days' notice of such amendments and, accordingly, the changes to the Terms will become effective after the expiration of the 15 days' notice period.
10.3 You acknowledge and agree that Your use of the Platform after the expiration of the 15 days' notice period shall be construed as Your acceptance of the amended Terms.
10.4 You acknowledge and agree that the above mentioned provisions do not apply if the amendment to these Terms are required to address technical evolutions of the Services or for legal reasons; in this case the amended Terms will become effective immediately.
11. DURATION
11.1 You acknowledge and accept that You have been granted with a limited, revocable, non-exclusive, non-transferable right to access and use the Platform and the Material as long as You are qualified as Investor in accordance with the Governing Documents. For the avoidance of doubt, You agree that these Terms shall automatically terminate in case You may not be qualified as Investor in accordance with the Governing Documents, provided that the expiry of this term will not operate as an authorisation for You nor any of Your Advisers to disclose any Material received hereunder which, in accordance with these Terms, remains confidential and will not release You from any liability for breach of Your duties and obligations hereunder.
11.2 21 Invest may at any time suspend access to close indefinitely or restrict access to this Platform to the Investor and/or disable the Investor's account if, in 21 Invest's opinion, You have failed to comply with any of the provision of these Terms.
12. SERVERABILITY
12.1 Should any provision contained in these Terms be or become illegal, void, invalid or unenforceable, in whole or in part, the validity of the other provisions of these Terms shall not be affected thereby and such illegal, invalid or unenforceable term or provision or part thereof shall be deemed not to form part of these Terms. The same applies if these Terms contain any omissions. In lieu of the invalid or unenforceable provision, or in order to complete any omission, a fair provision shall apply which, to the extent legally permissible, comes as close as possible to what the Parties have intended or would have intended according to the purpose of these Terms if they had considered the matter at the time these Terms were accepted.
13. GOVERNING LAW AND JURISDICTION
13.1 These Terms shall be governed by and construed in accordance with the laws of Italy (excluding its rules on the conflict of laws).
13.2 Any disputes arising in connection with this Terms and/or to the Services may be deferred to the exclusive jurisdiction of the Court of Milan.
Please read the following provisions, terms and conditions (the ''Terms'') carefully before proceeding. Nothing contained on this website, these Terms or in the Evaluation Material (as defined below) should be construed by you as legal, tax, investment, accounting or other advice, and you are urged to seek your own professional advice in respect of legal, tax, regulatory, financial, accounting and other matters concerning the Prospective Transaction (as defined below). The distribution of the content of this website in certain jurisdictions may be restricted by law. If you are in any doubt as to any applicable restrictions, please consult your professional adviser before accepting the Terms and gaining access to the information on this website.21 Invest SGR S.p.A. (''21 Invest'') is in the process of establishing a private equity investment scheme in the form of an Italian closed-ended investment fund reserved for investment by qualified investors named ''21 Invest Healthcare'' (''21 Healthcare'') which will be managed by 21 Invest. You (''you'' or the ''Prospective Investor'') are evaluating a possible commitment to invest in 21 Healthcare (the "Prospective Transaction") after the conditions described below are satisfied.
Pursuant to Italian law, interests in 21 Healthcare (the "Interests") may not be offered to the Prospective Investor or any other party by or on behalf of 21 Invest, and no party may subscribe for or otherwise acquire any such Interests, until after:
(a) 21 Healthcare is established in accordance with Italian law, by a board resolution of 21 Invest approving its organizational rules in their final form (the "Rules"); and
(b) the Commissione Nazionale per le Società e la Borsa ("Consob") clears (the "Consob Clearance") the marketing of the Interests to professional investors and other categories of investors to which the Interests may be marketed in accordance with applicable law after having assessed that the Rules and certain other documents and information concerning 21 Healthcare comply with the Italian legal and regulatory provisions implementing Directive 2011/61/UE of the European Parliament and of the Council.
The fact that the Prospective Investor has been given access to the Evaluation Material (as defined below) should not be construed as implying that conditions (a) and (b) above are satisfied in respect of 21 Healthcare. As and when 21 Healthcare is established in accordance with (a) above and the Consob Clearance is released to 21 Invest, satisfaction of these conditions will be certified by 21 Invest either by notifying in writing the Prospective Investor that these events have occurred or by inviting the Prospective Investor to make a commitment to 21 Healthcare by filling in, signing and delivering to 21 Invest a subscription agreement in the form provided by 21 Invest. The Prospective Investor will not rely on any other action or failure to act by 21 Invest as implying that conditions (a) and (b) above are satisfied in respect of 21 Healthcare.
In connection with the Prospective Transaction, 21 Invest is prepared to make available on this website and/or in a data room to the Prospective Investor certain information concerning 21 Invest, its controlling company 21 Invest S.p.A. and related subsidiaries and their funds under management and 21 Investimenti II, 21 Investimenti III and 21 Invest Italy IV (collectively the ''Funds''), some of their investment and divestment transactions as well as the Prospective Transaction which is either proprietary or confidential in nature and is subject to the Terms set forth herein. As a condition to such information being disclosed to the Prospective Investor and its directors, officers, employees and agents ("Representatives") and/or its advisers including, but not limited to, attorneys, accountants, consultants, bankers and financial advisers ("Advisers"), the Prospective Investor agrees to treat any and all information disclosed in this website or in any other manner whatsoever to the Prospective Investor or its Representatives by or on behalf of 21 Invest in connection with the Prospective Transaction (the "Evaluation Material") in accordance with these Terms, and to take or abstain from taking any actions which could constitute a breach of the Terms as are hereinafter explicitly set forth.
ACCESS TO EVALUATION MATERIAL
1. 21 Invest may at any time without notice withdraw or change the Evaluation Material on this website, suspend access to, close indefinitely or restrict access to this website to the Prospective Investor or any other persons.
2. You agree to treat any user identification code, password or other piece of information used as part of the security procedures put in place regarding access to the information on this website as confidential and not disclose it to any third party. 21 Invest may disable the Prospective Investor's access if in 21 Invest's opinion you have failed to comply with any of the Terms.
3. Whilst using the website, the Prospective Investor, its Representatives and Advisers must:
(i) take all reasonable steps to ensure that none of the Evaluation Material and any information on this website is visible to, or capable of being, overlooked by, other persons;
(ii) not leave the computer or other communications device through which they access the service unattended whilst connected to this website;
(iii) ensure that they close the browser when they have finished using the website; and
(iv) not deface, mark, alter, modify, vary (including varying the sequence of) damage or destroy in any way any Evaluation Material and any information contained on the website.
CONFIDENTIALITY
4. The term Evaluation Material shall include, without limitation, all legal, commercial, financial or other information, accounts, financial statements, reports, minutes of meetings, correspondence, business or research statements whether prepared by 21 Invest, its representatives, its advisers or by third parties and made available to the Prospective Investor and/or its Representatives either on this website or in a data room arranged at 21 Invest's premises or otherwise. The term Evaluation Material shall also include all analyses, compilations, studies or other documents prepared by the Prospective Investor or its Representatives or its Advisers incorporating Evaluation Material.
5. The Prospective Investor hereby agrees that the Prospective Investor and its Representatives shall use the Evaluation Material solely for the purpose of evaluating the Prospective Investor's interest in the Prospective Transaction.
6. The Prospective Investor hereby agrees that the Evaluation Material will be kept strictly confidential by the Prospective Investor and its Representatives and will not be disclosed, in whole or in part, by the Prospective Investor or any of its Representatives to any person in any manner whatsoever. In addition, the Prospective Investor agrees that neither the Prospective Investor nor any of its Representatives shall, without the prior written consent of 21 Invest, disclose to any other person the fact that the Evaluation Material has been made available to the Prospective Investor or any of its Representatives, provided that the Prospective Investor and/or its Representatives may obtain independent references concerning 21 Invest and the Funds in such manner as these would be obtained by a prudent investor considering an investment in the Prospective Transaction.
7. The Prospective Investor and 21 Invest agree that, save for references obtained in accordance with section 6 above, they will keep the fact that meetings or discussions are taking place concerning the Prospective Transaction, or any other terms, conditions, or other non-public facts or information with respect thereto (including the status thereof) strictly confidential.
8. Notwithstanding anything to the contrary contained above, if the Prospective Investor or any of its Representatives are, in the written opinion of the Prospective Investor's counsel, under a legal obligation to disclose any Evaluation Material, the Prospective Investor shall provide 21 Invest with prompt notice of the Evaluation Material it is under an obligation to disclose and to whom such disclosure must be made, so that 21 Invest may seek a protective order or other appropriate remedy, and shall not oppose any action by 21 Invest to seek a protective order or other remedy to the extent that it is so permitted by law preventing the disclosure of the Evaluation Material. The Prospective Investor or its Representatives may disclose such Evaluation Material provided that 21 Invest has been notified as required above and only to the extent to which the Prospective Investor's counsel advises the Prospective Investor is legally required. Any such disclosure may be made only on condition that the Prospective Investor exercises its reasonable, good faith efforts to preserve the confidentiality of the Evaluation Material, including, without limitation, by cooperating with 21 Invest to prevent such disclosure as set forth in this section.
9. Section 6 of these Terms is not applicable insofar as:
(i) the Evaluation Material becomes generally available to the public other than as a result of any unauthorised disclosure by the Prospective Investor or any of its Representatives; or
(ii) the Evaluation Material was available to the Prospective Investor or any of its Representatives on a non-confidential basis prior to its disclosure to the Prospective Investor by 21 Invest or its representatives; or
(iii) the Evaluation Material becomes available to the Prospective Investor or any of its Representatives on a non-confidential basis from a source other than 21 Invest, provided that to the best of the Prospective Investor's knowledge, such source is not bound by a confidentiality agreement with 21 Invest or, to the best of the Prospective Investor's knowledge, is otherwise prohibited from transmitting the information to the Prospective Investor or any of its Representatives by a contractual, legal or fiduciary obligation; or
(iv) 21 Invest gives its prior written consent to the respective disclosure.
10. Notwithstanding anything to the contrary contained in section 6 of these Terms, the Prospective Investor or any of its Representatives may disclose any Evaluation Material to those Advisers who need to know such information for the sole purpose of evaluating the Prospective Transaction provided that such Advisers have first agreed either in writing or by accepting these Terms through access to this website to assume the obligations contained in these Terms and to be bound by the provisions of these Terms in the same manner and to the same extent as the Prospective Investor.
NO WARRANTY
11. The Prospective Investor understands and acknowledges that neither 21 Invest, nor any of its representatives make any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. To the extent permitted by law, the Prospective Investor agrees that neither 21 Invest nor any of its representatives shall have any liability towards the Prospective Investor or any of its Representatives relating to or resulting from the use of the Evaluation Material.
FORWARD-LOOKING INFORMATION AND PAST PERFORMANCE
12. The Evaluation Material provided on this website may contain projections, forecasts, targeted returns, illustrative returns, estimates, beliefs and similar information (''Forward Looking Information''). Forward Looking Information is subject to inherent uncertainties and qualifications and is based on numerous assumptions, in each case whether or not identified herein. Forward Looking Information is provided for illustrative purposes only and is not intended to serve as, and must not be relied upon by the Prospective Investor as, a guaranty, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions.
13. Any prior investment results and/or returns (''Past Performance Information'') provided in connection with the Funds or any other fund managed by 21 Invest or by other 21 Invest S.p.A.’s subisidiaries are provided for illustrative purposes only and are not necessarily indicative of 21 Healthcare's potential investment results. There can be no assurance that these or comparable investment results or returns will be achieved by 21 Healthcare, that 21 Healthcare will be able to avoid losses or that 21 Healthcare will be able to make investments similar to the existing and historical investments of the Funds or any other fund managed by 21 Invest or by other 21 Invest S.p.A.’s subisidiaries due to, among other things, economic conditions and the availability of investment opportunities.
14. The calculations of any Forward Looking Information or Past Performance Information contained in the Evaluation Material were prepared without a view necessarily towards public disclosure or compliance or conformity with applicable generally accepted accounting principles or any other applicable guidelines, in each case whether relating to historical, pro forma or other financial or statistical information or data.
DESTRUCTION OF DOCUMENTS
15. If the Prospective Investor decides it is not interested in the Prospective Transaction it will inform 21 Invest of that decision. In that case, or at any time upon the request of 21 Invest, the Prospective Investor will promptly deliver to 21 Invest or, unless otherwise prohibited by applicable law, destroy or delete all Evaluation Material (including all multiple copies thereof whether in hard copy or electronic form) furnished to the Prospective Investor or its Representatives by or on behalf of 21 Invest and the Prospective Investor agrees to certify in writing that such destruction has occurred. Notwithstanding the return or destruction of the Evaluation Material, the Prospective Investor and its Representatives will continue to be bound by the obligations of confidentiality and other obligations of the Prospective Investor hereunder.
SUBJECT TO CONTRACT
16. The Evaluation Material and any other information provided to the Prospective Investor or its Representatives or its Advisers on this website or through any other means do not constitute or form part of any offer, solicitation or invitation to buy, sell or subscribe for any securities or to make an investment in 21 Healthcare or any other fund managed by 21 Invest.
17. The Prospective Investor agrees that unless and until a final definitive agreement regarding the Prospective Transaction has been executed and delivered, neither 21 Invest nor the Prospective Investor will be under any legal obligation of any kind whatsoever with respect to the Prospective Transaction by virtue of these Terms except for the rights and obligations specifically agreed to herein.
INDEMNITY
18. The Prospective Investor shall (in addition to, and without affecting, any other rights or remedies 21 Invest may have) indemnify, and keep indemnified, 21 Invest, each of its group companies, and their respective officers, employees, advisers or agents (each an ''Indemnified Person'') from and against all actions, claims, demands, liabilities, damages, losses, costs, charges and expenses (including, without limitation, consequential losses, loss of profit and loss of reputation and all interest, penalties and legal and other professional costs and expenses) that an Indemnified Person may suffer or incur in connection with, or arising (directly or indirectly) from, any breach or non-performance by the Prospective Investor, its Representatives or Advisers or any person to whom they have disclosed or given access to any Evaluation Material or any copies, of any of these Terms.
DURATION
19. These Terms are binding upon 21 Invest and the Prospective Investor for a period of 24 months from the date of its acceptance by the Prospective Investor, provided that the expiry of this period will not operate as an authorisation for the Prospective Investor nor any of its Representatives to disclose any Evaluation Material received hereunder which in accordance with these Terms remains confidential and will not release the Prospective Investor from any liability for breach of its duties and obligations hereunder.
VALIDITY
20. Should any provision contained in these Terms be or become illegal, invalid or unenforceable, in whole or in part, the validity of the other provisions of these Terms shall not be affected thereby and such illegal, invalid or unenforceable term or provision or part thereof shall be deemed not to form part of these Terms. The same applies if these Terms contain any omissions. In lieu of the invalid or unenforceable provision or in order to complete any omission, a fair provision shall apply which, to the extent legally permissible, comes as close as possible to what the parties have intended or would have intended, according to the spirit and purpose of these Terms if they had considered the matter at the time these Terms were accepted.
VIRUSES
21. 21 Invest will not be liable to the Prospective Investor or its Representatives or Advisers or any other person for any loss or damage caused by a distributed denial-of-service attack, virus, worm, Trojan horse or other harmful material that may infect their computer equipment, computer programs, data or other proprietary material due to the use of this website or to the downloading of any material from it.
GOVERNING LAW AND JURISDICTION
22. These Terms shall be governed by and construed in accordance with the laws of Italy (excluding its rules on the conflict of laws).
23. 21 Invest and the Prospective Investor submit to the exclusive jurisdiction of the courts sitting in Milan, Italy over any claim, lawsuit, action or proceeding arising out of or relating to these Terms.
ACCEPTANCE
24. By clicking on the agree button, the Prospective Investor acknowledges to have fully read and understood the Terms set forth herein and hereby agrees to be bound by these Terms. Before clicking the agree button, the Prospective Investor shall print a copy of these Terms for its own filing