Data Room Rules and Procedures for Access
DATA ROOM USERS ACCEPT THE DATA ROOM RULES AS SET OUT BELOW AT ALL TIME.
1. Use of the Data Room
These rules (the Rules) govern the use of the Data Room by the Data Room users designated by the Participant as defined in the Confidentiality. EQIBank Limited, EQITrade Limited and/or EQITech Limited (collectively “EQIBank”), and/or any of its advisors may amend these Rules at any time by notice.
To be able to register users and grant access to the Data Room, the user’s family name, first name and email address are required. EQIBank reserves the right, in its absolute discretion, to refuse, or deny access to the Data Room to any user. In particular EQIBank reserves the right to exclude access to the Data Room of any person that has been convicted for being a member of a criminal organization or has been convicted for offenses of fraud, corruption or money laundering, as well as any natural or legal person who has been declared bankrupt or who is currently subject to any form of insolvency proceeding.
2. Compliance
Data Room users shall comply with all applicable laws and regulations in accessing the Data Room and in further using or accessing the Confidential Information as defined in the Confidentiality Agreement. No user of the Data Room shall introduce any computer virus or other destructive code to the Data Room or the systems on which the Data Room is held.
3. Liability
EQIBank does not warrant that the Data Room will be free of computer viruses and other destructive codes. EQIBank accepts no liability for any damage caused by any destructive code transmitted through the access to the Data Room by the user. Data Room users acknowledge that it is their responsibility to implement sufficient procedures and virus checks to satisfy their particular requirements.
4. Security Precautions
4.1. The Data Room may not be accessed from any non-secure network, such as from an internet café or any other place where the public has access.
4.2. When a computer being used to access the Data Room is left (even for a short time), that computer should be locked using a password which is known or accessible only to the Data Room user and its relevant internal IT support department.
4.3. At the end of each session accessing the Data Room, the browser window must be closed down.
4.4 Data Room users may only use the User ID and Password that have been allocated to them individually. Such User ID and Password may not be disclosed to others and no Data Room user may permit others to use its unique User ID and Password.
5. Security Requirements
5.1. Data Room users will not attempt to circumvent any of the security features of the site and will not enable or allow others to access the site using their authorisation to the site.
5.2. When a document in the Data Room has been reviewed, any copies must be destroyed. Data Room users will also take all steps reasonably specified by EQIBank to erase any copies of Data Room information which may have been made on IT systems used by Data Room users. At the request of EQI, Data Room users shall provide signed written confirmation that they and their organizations have complied with the requirements of this paragraph.
5.3. Failure to comply with paragraphs 5.1 and 5.2 will be taken to be a breach of the Confidentiality Agreement and access to the Data Room may be immediately revoked.
6. Provision and Update of the Data Room
The Data Room is intended to be available 24 hours a day, 7 days a week up until the moment it will be closed in accordance with the procedures set out in the Booking Phase Notice. It is not envisaged that the Data Room will require any downtime, although this cannot be guaranteed.
EQI, may, for technical reasons, withdraw the Data Room at any time without notice to interested parties. No assurance is given that the Data Room will be available at any particular time or that any information can be accessed in any format, at any download rate or at all. EQIBank may in their discretion provide alternative means for accessing the Data Room information.
Further documents may be added to the Data Room and existing documents on the Data Room may be updated at any time. It is the responsibility of each user to check the Data Room for updates. New documents will be tagged.
The Authorities will be kept informed of the list of available documents in the Data Room.
7. Helpdesk
Support is available from Monday to Friday, from 9.00 to 17.00 PST via info@eqibank.com
8. Disclaimer
EQIBank has taken all reasonable efforts to ensure that the information available in the Data Room is correct at the time of publication but EQIBank makes no representation or warranties, express or implied, as to the quality, accuracy and completeness of the information in the Data Room, and EQIBank assumes no liability in contract or in tort or breach of statutory duty or otherwise for or in respect of any indirect, incidental, consequential or exemplary loss or damage howsoever arising in respect of or in connection with the information contained in or from the inaccuracy, incompleteness, or omissions in the contents of the Data Room.
Any projections contained in the information are estimates only. Such projections are subject to market influences and contingent upon matters outside the control of EQIBank and therefore may not be realized in the future. Historical returns are no guarantee of future performance.
Any information contained in this dataroom is general in nature. It has been prepared without taking account of any person’s objectives, financial situation or needs, and because of that, any person should before acting on the advice, consider the appropriateness of the advice having regard to their objectives, financial situation and needs.
10. Important Notices
INFORMATION IN THE DATAROOM SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SENIOR CERTIFICATES IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER, OR EXEMPTION FROM, THE SECURITIES LAWS OF ANY SUCH STATE OR OTHER JURISDICTION.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS DATAROOM AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. MATERIAL IN THE DATAROOM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR AN OFFER OF SUCH NOTES TO ANY PERSON IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER WOULD BE UNLAWFUL. THE DELIVERY OF ACCESS TO THE DATAROOM DOES NOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
ACCESS TO THE DATAROOM HAS BEEN PREPARED BY THE ISSUER AND THE COMPANY SOLELY FOR THE PURPOSE OF OFFERING THE SENIOR CERTIFICATES DESCRIBED HEREIN. THIS DATAROOM IS FURNISHED TO YOU ON A CONFIDENTIAL BASIS SOLELY FOR THE PURPOSE OF EVALUATING EQIBANK. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSE.
EQIBANK MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THE DATAROOM; AND NOTHING HEREIN SHALL BE DEEMED TO CONSTITUTE SUCH A REPRESENTATION OR WARRANTY BY THE EQIBANK NOR A PROMISE OR REPRESENTATION AS TO THE FUTURE PERFORMANCE OF EQIBANK.
ANY OBLIGATIONS OF THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN ARE SET FORTH IN AND WILL BE GOVERNED BY CERTAIN DOCUMENTS DESCRIBED HEREIN, AND ALL OF THE STATEMENTS AND INFORMATION HEREIN ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS. IT IS EXPECTED THAT USERS OF THE DATAROOM WILL CONDUCT AN INDEPENDENT INVESTIGATION OF THE RISKS POSED BY AN ENGAGEMENT OR INVESTMENT IN EQIBANK.
ANY OFFERING, PRODUCT OR SERVICE SET OUT IN THE DATAROOM IS MADE SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY EQIBANK. EQIBANK RESERVE THE RIGHT TO REJECT ANY APPLICATION FOR EQIBANK’S PRODUCTS OR SERVICES OR SUBSCRIPTION IN WHOLE OR IN PART OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE ORIGINAL AMOUNT SUBSCRIBED FOR BY SUCH INVESTOR.
PROSPECTIVE INVESTORS SHOULD ALSO CONSULT THEIR OWN INVESTMENT, LEGAL, TAX AND ACCOUNTING ADVISORS TO DETERMINE WHETHER THE SENIOR CERTIFICATES CONSTITUTE APPROPRIATE INVESTMENTS FOR THEM AND THE APPLICABLE LEGAL, TAX, REGULATORY AND ACCOUNTING TREATMENT OF THE SENIOR CERTIFICATES. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF EQIBANK AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
EACH PURCHASER OF ANY OF ANY INTEREST(S) IN EQIBANK MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS SAID INTEREST OR POSSESSES OR DISTRIBUTES INFORMATION IN THIS DATAROOM AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE SAID INTERESTS UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND EQIBANK SHALL NOT HAVE ANY RESPONSIBILITY THEREFOR.
THE APPROPRIATE CHARACTERIZATION OF ANY INTEREST IN EQIBANK UNDER VARIOUS LEGAL INVESTMENT RESTRICTIONS, AND THUS THE ABILITY OF INVESTORS SUBJECT TO THESE RESTRICTIONS TO PURCHASE THE SAID INTERESTS, IS SUBJECT TO SIGNIFICANT INTERPRETIVE UNCERTAINTIES. ACCORDINGLY, INVESTORS WHOSE INVESTMENT AUTHORITY IS SUBJECT TO LEGAL RESTRICTIONS SHOULD CONSULT THEIR OWN LEGAL ADVISORS TO DETERMINE WHETHER AND TO WHAT EXTENT AN INTEREST IN EQIBANK CONSTITUTE LEGAL REQUIREMENTS FOR THEM.
IF AND WHEN INCLUDED IN THIS MEMORANDUM OR IN DOCUMENTS INCORPORATED HEREIN BY REFERENCE, THE WORDS “EXPECTS,” “INTENDS,” “ANTICIPATES,” “ESTIMATES” AND ANALOGOUS EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS AS DEFINED IN THE US SECURITIES ACT. ANY SUCH STATEMENTS, WHICH MAY INCLUDE STATEMENTS CONTAINED IN “SPECIAL CONSIDERATIONS,” INHERENTLY ARE SUBJECT TO A VARIETY OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. SUCH RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, GENERAL ECONOMIC AND BUSINESS CONDITIONS, COMPETITION, CHANGES IN FOREIGN POLITICAL, SOCIAL AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND EQIBANK’S CONTROL. THESE FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF ENTRY INTO THE DATAROOM. EQIBANK EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO RELEASE PUBLICLY ANY UPDATES OR REVISIONS TO ANY FORWARD-LOOKING STATEMENT CONTAINED HEREIN TO REFLECT ANY CHANGE IN THE ISSUER’S EXPECTATIONS WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.