The Respondent and each Respondent Member acknowledges and agrees that:
(a) any Data Room may (either wholly or in part) take the form of a web-based portal or other online facility for gaining access to information (Electronic Data Room);
(b) it is responsible for ensuring that it has all computer hardware and computer software required to gain access to any Electronic Data Room, and that such computer hardware and computer software must comply with any requirements notified by the State in writing from time to time;
(c) it will comply with all directions issued by the State in writing from time to time regarding access to or the use of any Electronic Data Room;
(d) the State and its Associates do not warrant, guarantee or make any representation (express or implied), or assume any duty of care, or accept any Liability, with respect to the functionality, performance or availability of any Electronic Data Room, or whether any Electronic Data Room will be free of Disabling Code or will cause any Disabling Code to be introduced into any computer systems of the Respondent or a Respondent Member, and the Respondent and Respondent Members are not entitled to make any Claim against the State for any Liability incurred by them and indemnify the State or State Associates in respect of any Claim brought by any Respondent Associates for Liability incurred by them arising out of or in connection with the use, functionality, performance or availability of any Electronic Data Room or the introduction of any Disabling Code into any computer systems of the Respondent or a Respondent Member; and
(e) agrees that the information in the Electronic Data Room is Disclosed Information that must be kept confidential in accordance with these Terms and Conditions.