Diligence Mode

The system allows you to turn on "Diligence Mode" for third parties that you've invited to access your data room. This is recommended for investor-type relationships with third parties only.  Diligence mode means that the system will track the entity's activity in your data room and can report it to your company.  It also means the system can notify the third-party entity when your company adds or modifies files in your company's data room. With diligence mode enabled, when the third party downloads a document, a watermark (similar to the one depicted below), will automatically be applied.

NOTE: Diligence mode does NOT change what documents are shared with the investor.  It just changes the features available for whatever documents happen to already be shared.  If you think your investor should be able to see more documents, first add the third-party entity and allow them to see your data room.  If you're looking to add a third party to your account so that they can access your data room, please read the instructions included here. If you've already added a third party to your account, but you're looking to give them access to more documents, please read the instructions here.

How to Enable Diligence Mode for the Third-Party Entity

Once you have a third party in the system that's able to access your documents, you can set up diligence mode.  First, you'll find the third-party entity you're interested in.  You can do this by (1) clicking the "Companies and Firms" button in the "Directory" box on your homepage, and then (2) clicking the small gear icon button on the upper right of the third-party entity's panel; a little box saying "manage relationship" will appear when you hover over it.

You'll then find the section titled "Data Room." If you click the small button, "Settings," located on the right of the Diligence Tracking icon, a pop-up menu will appear. 

Here you will find not only an "ON" toggle button that allows you to turn on diligence mode, but also a "Daily Active Reports" checkbox.  If you check this box, you'll want to list a person's name (or several people) at your company that you'd like to receive diligence reports.  If the box is left blank, no emails will be sent out. The contents of these reports consist of all document views and downloads by the external party in the data room.  The report frequency is daily. Beneath the "Access Activity Report Recipients" field there is a "Data Room Change Report Recipients" field. If you add names of team members at the third party whose diligence you are editing, they will be notified of any changes to your Data Room while on diligence mode (such as new uploads or generative documents). You can add one name or multiple names to this recipient field (you can also remove all names if you would not like to send out these updates). Finally, in this window you can also check the box next to "Notify external party of diligence mode changes" to have the system send out an email to external parties informing them about the mode change (alerting the party whether diligence mode has been turned on or off).

With regard to watermarking, you can opt to exclude spreadsheets from watermarking, which is helpful when you want your third party to view the spreadsheet in its native form instead of as converted to a PDF.

How A Third-Party Entity Can Edit Notifications About When Your Company Makes Data Room Changes

In order for the third-party entity to edit who receives due diligence reports, the third party will want to manage this on their end by taking the following steps: (1) they'll find their firm, (2) click on the "Companies and Firms" button in the "Directory" box, and then (3) click the small gear icon button on the upper right of your company's panel. This will bring them to a new page that features a section entitled "Diligence Tracking."  In this section, they can say who at their firm they would like to receive daily activity reports by clicking the "Settings" button.

An Overview Of Third-Party Notifications: Diligence Mode and Access

If you have a third party, you can manage their diligence mode notifications (whether the mode has been turned on or off) via the checkbox in the window described above. Essentially, checking the "Notify external party of diligence mode changes?" box will send out an alert to the third party notifying them that their diligence mode has been turned on or off. If the box is unchecked, no emails or notifications will be sent.

As for removing access to Data Room documents, you will want to do that in the "Edit Access" section of their profile. You can edit access by unchecking any folders or permissions you no longer want to share with the third party. The third party will not receive any notification when the permissions are revoked. There is also an option on this screen to "Suspend Granted Access" which can be used to remove all granted access for the third-party entity. If you select this option, the third party will still be able to log into the system but will be unable to access anything they no longer have access to. If, for example, they are signatories to an NDA they signed with your company, they will retain access to those documents, but all other access will be revoked. 

Screenshots are for illustrative purposes only.

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