The Protiviti Inc. (“Protiviti”) IPO Readiness Tool (“Tool”) is a self-assessment that provides general information, based on your inputs, relevant to IPO readiness of companies registered in the United States for a capital markets transaction. By using the Tool, you hereby agree to the within Terms of Use for the IPO Readiness Tool (“Terms”), along with Protiviti’s Privacy Policy, located at https://www.protiviti.com/us-en/privacy-policy and Protiviti’s Terms of Use, located at https://www.protiviti.com/us-en/terms-use (collectively, “IPO Terms”). PLEASE REVIEW ALL OF THE IPO TERMS CAREFULLY. Your use of the Tool and any associated Report, defined below, is expressly conditioned upon your compliance with the IPO Terms. To the extent of any conflict between these Terms, Privacy Policy, and Terms of Use, these Terms will take precedence. IF YOU DO NOT WISH TO BE BOUND BY THE IPO TERMS THEN YOU ARE PROHIBTED FROM UTILIZING THE TOOL; BY UTILIZING THE TOOL, YOU HEREBY AGREE TO THE IPO TERMS. Capitalized terms not defined in these Terms, along with other terms that are otherwise defined in the Terms of Use and Privacy Policy and not otherwise defined herein, will have the meaning set forth in the Terms of Use and Privacy Policy. For the purpose of these Terms, any reference to the “Site” in the Terms of Use or Privacy Policy means the Tool (and associated Report). Use and Disclosure. The report that the Tool generates after you complete the self-assessment (“Report”) is solely for use by you and the Organization that is the subject of the Report; no third party may use or rely on the Report. You may not include, refer to, or incorporate, the Report for any capital markets transaction documents, acquisition or valuation documents, deal negotiation documents, in any public filings, or otherwise -- such use is strictly prohibited. You may not disclose or distribute any part of the Report to any third party without Protiviti’s prior written consent and the third party’s execution of a non-disclosure agreement and release in a form satisfactory to Protiviti.Non-Reliance. You may not rely on the report in lieu of a full IPO readiness assessment and you should not make any decisions affecting your company based on the Report in lieu of a professional advisor. Protiviti is not responsible for your use or reliance on the Report. You expressly release Protiviti from any claims, losses, liabilities, damages, or expenses regarding your use of the Tool and Report, and waive the right to make any claim against Protiviti for the same. Regulatory Compliance. You acknowledge and agree that you are solely responsible for your own legal, financial and professional services representation and guidance related to any capital markets transaction, and you are responsible to consult a legal and professional advisor before acting on any Report. You further acknowledge and agree that your use of the Tool and receipt of the Report does not constitute that you have engaged Protiviti for the performance of professional services for you.No Warranty. This section is in addition to Section 10 “Disclaimers” in the Terms of Use. The Report is for informational purposes only, to be utilized solely within the Organization at its own risk, and you/it are solely responsible for any loss resulting from your/its use of, or reliance on the Report. The Tool’s scope includes areas of information that are typically relevant for a U.S. based company seeking to assess IPO readiness, but Protiviti makes no representations or warranties as to the completeness of scope for your particular use case, which may require a more comprehensive or nuanced approach. The Report is generated based on the information that you submit and the accuracy of the Report is based on the information you provide, at the point in time you provide it. The Report does not address changes to the market, regulations, and industry practices subsequent to the creation of the Report, nor is Protiviti responsible to inform you of any such changes or update the Report subsequently as a result of the same. Protiviti provides no warranties or guarantees as to the adequacy, accuracy, timeliness, or completeness of the information you input into the Tool or the associated Report. Consent. By completing an assessment within the Tool, you consent to Protiviti (a) receiving and storing the information you input into the Tool, including the business contact information you provide and (b) reaching out to you for marketing purposes. For the purposes of these Terms, the reference to Submitted Materials in the Terms of Use means the inputs you make in the Tool. Copyright © 2024 Protiviti Inc. All rights reserved.
