Terms of Use Agreement

Effective Date: January 1, 2023

Welcome to the Diligence File website. Before using this Site or any Service (as defined below), please read this Terms of Use Agreement carefully. This agreement contains the legal terms and conditions that apply to your access to and use of the Diligence File website and any information, services or products offered through the Diligence File website by Knowledge For Professionals Inc.  There is a link to the Terms of Use Agreement at the bottom of each page of the Diligence File website.

  1. General Rules and Acceptance of the Terms of Use Agreement
  • Ownership – The Diligence File website, www.diligencefile.com, (the “Site”) is owned and operated by Knowledge For Professionals Inc., a New York corporation (“KFP”).
  • Definitions – As used in this Terms of Use Agreement “KFP”, “us”, “we”, or “our”, refers to Knowledge For Professionals Inc. and “you”, or “yours” refers to you as the user or viewer of any Service or Services.  Other terms are defined in the body of this Terms of Use Agreement 
  • Terms of Use Agreement – This Terms of Use Agreement (“Terms of Use”) governs your access to and use of the Site and including without limitation your access to and use of any content, services or products offered by KFP (including the Site all collectively referred to as a “Service” or “Services”). 
  • Terms of Use and other Policies – These Terms of Use incorporates by reference the Privacy Policy, Cookie Policy and any other terms or conditions that may be posted or provided to you from time to time in connection with a Service.  Please review all of these documents carefully. 
  • Your Access – We give you a personal, revocable, non-assignable, non-sublicensable and non-exclusive right to access and use the Services in the manner permitted by these Terms of Use. You acknowledge that you have no right to have access to all or any part of the Services in source code form or in any other form other than as provided for in the Terms of Use.
  • Access and Form – These Terms of Use apply to your access and use of the Services however you access a Service, including without limitation through a computer, mobile device, browser, non-browser application, email feed, social media link or other manner, now or in the future and on whatever platform that you currently use, or may use in the future. These Terms of Use apply in whatever form a Service is displayed or distributed to you, including print, audio or video whether on the Site, through download or through a third party that is distributing the Service on behalf of KPF. 
  • Legal Agreement to be Bound – These Terms of Use are a legal agreement between us and you.  By using any Service, including viewing the Site, you are expressly agreeing that you have read, understand and agree to comply with and be bound by these Terms of Use and any policy or additional terms or conditions referred to in these Terms of Use or in the Services.  IF, FOR ANY REASON, YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE YOU MAY NOT ACCESS OR USE ANY SERVICES, INCLUDING THE SITE. 
  • Changes to the Terms of Use – Please check these Terms of Use on an ongoing basis as we reserve the right to change these Terms of Use in our sole and absolute discretion at any time and without notice to you.  Changes to these Terms of Use are effective immediately when posted. The date of the last revision will be indicated by the “Effective Date” at the top of this page.  Your continued use of the Site or any Service after any such change constitutes your agreement to continue to comply with and be bound by these Terms of Use as changed. 
  1. Use of the Services by You 

When you access any Service, you are agreeing that you will conduct yourself as follows: 

  • Comply with the Terms of Use – You will use the Services in accordance with these Terms of Use, including the Privacy Policy and any other policies or guidelines that are incorporated by reference or applicable to a Service.
  • Only Use Services for Lawful purposes – Your use of the Services is for lawful purposes and in accordance with all applicable laws, statutes and regulations including without limitation all applicable United States: (i) import and export control laws, rules and regulations and, (ii) embargoes and sanctions laws, rules and regulations. When you access a Service, including viewing the Site, you represent and warrant that you are not from a country and/or you are not a person (individual, business or governmental) subject to any United States embargo or other law or regulation that would restrict or prohibit your access or use of Site or Services or your compliance with these Terms of Use.
  • Appropriate Age – The Services are not intended for users under 18.  You may not purchase any Service unless you are 18 years or older. 
  • Account Security – If you are required to register or provide other information, such as an email address to access or use the Site or any Service, you agree that any information that you provide is correct, current and complete.  If any access or use of the Site or any Service requires, passwords, user names or ids or other pieces of information as part of a security or privacy procedure, you must treat that information as confidential and not disclose it to another person or entity. 
  • Use Services for Non-commercial Uses – Your use of the Services is for personal non-commercial purposes.  You may not make commercial use of any of our of our content or any Service, this means you may not copy, sell, offer to sell, reproduce, distribute, publish, display, generate income from, perform, modify, exploit or create compilations or derivative works of any kind or in any media from any part of the Content (as defined in Section 3) or any Service. You may download and make copies of Content for your personal use only as described in Section 3c. 
  • Not Cause Interference or Damage to the Site, any Service or the System – You will not:
    • Use the Services in any way that restricts, inhibits, interferes or is harmful to KFP, the Site, the Services or any user, including without limitation, impersonating or attempting to impersonate, KFP, the Site, any Service or a user or any other person or entity. 
    • Directly or indirectly interrupt, destroy, interfere, harm, disable or impair the Site, any Service or any hardware, software, system, device, server, network or other component connected to or used for or by the Site or any Service (collectively called the “System”). 
    • Insert, introduce or transmit into the System any hardware, software, code, file, program, device, back door, trap door, timer, clock, virus, Trojan horse, worm, bomb, spyware, adware, ransomware, malware, denial of service attack, or any other limiting routine, instruction or design or any other material of any type.
    • Attempt to circumvent any security or privacy protocols or attempt to gain unauthorized access to any part of the System or use any method to: (i) monitor, copy or gain information about the System’s software or architecture or (ii) monitor or gain information about usage or users.
  1. Intellectual Property and Rights
  • Content – All materials included in the Services, including but not limited to the Site and all text, posts, articles, images, displays, directories, guides, databases, domain names, code, software, text, video and audio, any other form of intellectual property, the design, selection, compilation and arrangement thereof, (all called “Content” or “Contents”) are owned by KFP, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.  You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service.
  • Marks – “The Diligence File” and “Par Diligence Strategy” all related names, logos, product and service names, designs, and slogans are trademarks, trade names, service marks or logos of KFP and are protected as described in these Terms of Use. You must not use such marks without our prior written permission. Other names, logos, product and service names, designs, and slogans on the Services, including the Site, are the trademarks, trade names, service marks or logos of their respective owners.
  • Copies – You may copy or download Content for your personal non-commercial use or as incidental to normal web browsing and for features of the Services that enable sharing via e-mail, social media, linking, and other platforms expressly enabled by the Services. If we provide any mobile applications, you may download a single copy to each of your mobile devices solely for your own personal non-commercial use, provided you agree to be bound by these Terms of Use.  Copying, downloading or storing any Content other than for personal non-commercial use is expressly prohibited without prior written permission of KFP or the applicable copyright holder and you must maintain all copyright and other notices contained therein. 
  1. Submissions by You

You may from time to time choose to send us suggestions, comments, corrections and ideas for the Services and we may on occasion ask you for comments, opinions, ideas and topics including conducting polls and surveys.  Anything that you submit to us, including any materials (the “Submission” or “Submissions”) is provided voluntarily by you and you understand is subject to the following:

  • Your Free Choice – Your Submission is gratuitous, unsolicited and without restriction and will not place us under any monetary, fiduciary or other obligation, including an obligation to acknowledge the Submission, respond to you or use the Submission.
  • No Relationship – Sending a Submission does not establish any type of relationship between you and KFP.  Please do not submit questions, requests for information or requests for diligence guidance that are specific or unique to your or a third party’s situation or issue. We do not respond, address or provide advice on personal or specific fact patterns or circumstances.
  • Representations – By sending a Submission you are representing that: (i) you have all the necessary legal rights to make the Submission and it will not violate any law or the rights of any person, (ii) you are not uploading to, or distributing or otherwise publishing on to the Site or any Services any libelous, defamatory, obscene, pornographic, abusive, or otherwise illegal material, (iii) you are not impersonating anyone else or otherwise misrepresenting your identity, affiliation or status, (iv) you are not providing material and misleading information knowingly and with intent to defraud. 
  • Nature of Submissions – Do not submit any promotional material or protected, proprietary or confidential materials whether it belongs to you or to a third party. Submissions are not confidential, and we are free to use or otherwise disclose Submissions on a non-confidential basis. 
  • Use of Submission – If we choose to use the Submission, we are free to: (i) edit, modify, publish, transmit and display it on the Site or in any Service and you waive any rights you may have in having the material altered or changed in a manner not agreeable to you, (ii) use it without attribution to you or compensation to you, and (iii) remove any Submission that is used at any time. Submissions will not be returned to you.
  • Grant of License – You grant us a perpetual, nonexclusive, world-wide, royalty-free, sub-licensable license to the Submissions, which includes without limitation the right for us, or any third party we designate, to use, edit, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, communicate to the public, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed, any Submission posted by you on or to the Services or any other website owned by KFP, including any Submission posted on the Site or to the Services through a third party.
  • Acknowledgement- You further acknowledge that, by receiving, accepting or in any way using your Submission, we do not waive any rights to use similar or related ideas previously known to us, or developed by KFP’s employees, contractors or consultants, or obtained from sources other than you. 
  1. Disclaimers

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. YOUR USE OF THE SERVICES IS SUBJECT TO THE FOLLOWING DISCLAIMERS MADE BY US:

  • AS IS – KFP provides all Services “as is” and on an “as available” basis, including without limitation all information and content that is part of the Services. 
  • NO WARRANTIES – KFP expressly disclaims all warranties of any kind express or implied, including without limitation warranties of performance, merchantability, and fitness for a particular purpose.  
  • NO GUARANTEE OF RESULTS OR EARNINGS – KFP has not made and does not make any representations about earnings or results that you may receive. KFP cannot and does not guarantee that you will achieve a particular result or earnings from your use of any Service.
  • NOT RESPONSIBLE FOR ERRORS OR OMISSIONS – While KFP reserves the right to correct any errors or omissions, we do not make any warranty that any Service will be secure, uninterrupted or error free or that defects will be corrected.  There may be omissions, interruptions and inaccuracies in the content or other materials available on or through the Service.
  • NO REPRESENTATIONS – KFP does not make any representation, nor do we endorse the accuracy completeness, timeliness or reliability of any advice, opinion statement or any other material or database displayed, uploaded or distributed on the Service or available through links in or on any Service. 
  • NOT RESPONSIBLE FOR SAFETY OF ELECTRONIC TRANSMISSIONS – KFP is not responsible for any destructive materials that may be introduced into any Service and we do not warrant or guarantee that any materials in or on the Services or materials that may be downloaded from the Services do not contain any destructive features or materials, such as a virus. We are not liable for any damages or harm attributable to any such features or materials. 
  • NO LIABILITY FOR DAMAGES – In no event will KFP or any of our affiliates and their respective directors, officers, managers, employee shareholders, agents and licensors be liable under any theory of contract, tort, strict liability or other legal or equitable theory for any direct, indirect, special, incidental, punitive, consequential or exemplary damages of any kind including without limitation, lost revenues or profits, loss of business or loss of data arising out of or in connection with:
    • The use of the Services (including any translation) whether or not we have been advised of the possibility of such damage.
    • Any failure or interruption of the Services, including without limitation any claims relating in any way to a users’ inability or failure to perform research or other work or to perform such research or work properly or completely or in a timely manner.
    • Any decision or action taken by any user in reliance upon the availability of or the content made available through the Services.
  • RELIANCE AT YOUR OWN RISK – If you rely on any Service, you do so solely at your own risk. 
  1. Third Party Web Sites and Materials & Your Diligence
  • Third Party References & Links – On the Site and in Services there are links and references to websites, resources, content and services owned, operated or maintained by third parties (any one of which or collectively “Third Party” or “Third Parties”). We have no control over any Third Party. We are not responsible or liable for the availability, accuracy, timeliness, security, safety or quality of such websites, services or resources or any content contained on such websites, services or resources.   

    All links and references are provided for your convenience and for informational purposes only.  We make no representations or warranties of, or relating to, and do not take responsibility for the practices, services, content or resource on or offered by any Third Party. 

    Unless we specifically explain or describe otherwise, when we provide a link or refer to a Third Party it does not constitute an endorsement or affiliation of any type between that Third Party and KFP, the Site or a Service.  We take no responsibility and you agree that we are in no way responsible or liable directly or indirectly, for any damage or loss caused by or in connection with your use or reliance on any Third Party.
  • Perform Your Own Diligence – This is a Site and Services about the importance of diligence. It is your responsibility to:
    • Be aware when you leave the Site or any Service.
    • Perform your own diligence and use your own judgement regarding your use of any website, resources, content, product, service, software or hardware owned, operated or provided by us or any Third Party.  
    • Read all terms, conditions, privacy statements and other information provided to you by us or a Third Party and to make your own independent evaluation of any such website, resources, content, product, service, software or hardware owned, operated or provided by us or a Third Party.   
    • Take precautions to insure your own security, safety and privacy including from items and actions of a destructive nature such as viruses, worms, malware, spyware, Trojan horses, phishing, spying and hacking. 
    • Direct all questions, matters and issues relating to a Third Party to the Third Party.  We cannot assist you with such inquires, matters or issues. 
  1. No Legal or Professional Advice 

We are not providing any legal or professional advice for any purpose. The information and materials on the Site or any Service are provided by us for general information use only and are not intended to be and do not constitute legal or professional advice for any purpose. No attorney-client relationship is formed. Your use of any Service, including without limitation any content, references and links, is at your own risk. If you require legal or other professional advice it is up to you to seek the advice of competent counsel or professionals in your relevant jurisdiction. 

  1. Indemnification

You agree to defend, indemnify and hold KFP harmless from any and all liabilities, costs and expenses, including reasonable attorney’s fees, related to any violation of these Terms of Use by you. 

  1. Changes 
  • Changes – We have the right to change, suspend, discontinue or terminate the Site or any Service or any aspect of the Site or any Service, at any time for any reason and without prior notice to you. 
  • Fees, Restriction of Access – We have the right, at any time without prior notice to you, to impose limits, charge fees or restrict access to the Site or any Service, including without limitation any product that is offered through the Site. 

    However, if a fee is imposed for the Site or any Service, you will be advised of the amount of the fee and have the option not to pay the fee by not: (i) accessing the Site or (ii) purchasing the Service. 
  • Advertising and Sponsorship – We may add advertising or sponsorship to the Site and Services and participate in affiliate programs or other types of programs, including the right to receive commissions or fees from any person, at any time and without any prior notice to you. We are not responsible for the illegality, error or inaccuracy in any advertiser’s or sponsor’s materials, or for any act or omission of any advertiser or sponsor.
  1. Termination 

We reserve the right to terminate your access to the Site or any Service for any reason, including without limitation, your failure to comply with these Terms of Use. We will not be liable to you or any third party for any termination of access to the Site or any Service. Should you object to any of the terms and conditions of these Terms of Use, including the Privacy Policy or Cookie Policy or any other terms or condition that apply to a Service, or any subsequent modifications of any type. Your only recourse is to immediately discontinue use of the Services, including the Site (subject to any specific terms and conditions relating to termination which may apply to a specific Service).

  1. Miscellaneous Provisions 
  • Translation – If the Site, any Service or these Terms of Use are translated into another language and there is a discrepancy between the translated language and the English language version, the English language version will prevail. 
  • Disclosure – In the event that we receive a subpoena or any other request for information that we hold or is under our control, issued by a court, law enforcement or government agency, we will comply with such subpoena or information request without your consent or prior notice to you and will disclose such information as requested or as we deem necessary, proper or advisable, all in our sole discretion. 
  • Location – KFP controls and operates the Site and Services from the United States however the Site and Services may be maintained or transferred on servers and databases that are within or outside of the United States, which may be in or outside of your state, province or other governmental jurisdiction. We make no representation, warranty or guarantee that the Site or any Service is appropriate, available or legal for use in your location. If you access the Site or Services from your location you do so of your own choice and you are responsible for complying with any local or specific laws, regulations or other provisions that are applicable to you. 
  • Whole Agreement – these Terms of Use (including the Privacy Policy, Cookie Policy and any other policy or terms and conditions incorporated herein) as in effect from time to time, constitute the entire agreement and understanding between us and unless we have explicitly stated in writing, any new or additional features, products, functionality, services, or content, including upgrades and changes are subject to these Terms of Use. 
  • No Waiver – the failure by KFP to fully or partially exercise any rights, or to enforce any provision of these Terms of Use will not be deemed a waiver by KFP of any rights or provisions in the particular instance or in any future instance. 
  • Severability – If any provision or portion of these Terms of Use, including without limitation any disclaimer, is held to be unlawful, unenforceable or void by a court of competent jurisdiction that provision or portion of these Terms of Use is deemed severed from these Terms of Use and all other provisions of these Terms of Use remain in full force and effect. 
  • Governing Law –The Terms of Use and including any dispute of any kind arising from or relating to the Terms of Use, the Site, or any Services are governed by the laws of New York in the United States of America without regard to the rules of conflict of law including any rule that may cause the laws of another jurisdiction to apply. Regardless of where you access, visit or use the Site or any Service you agree that by using the Site or by using any other Service you consent to and submit to the sole and exclusive personal jurisdiction and venue of the state or federal courts located in Kings County, New York and waive any defense of forum non conveniens.

IF YOU DO NOT AGREE WITH ANY OF THIS TERMS OF USE AGREEMENT DO NOT CONTINUE TO ACCESS THE SITE OR ANY SERVICE.