Tracker: Souns Confidentiality Agreement
CONFIDENTIALITY AGREEMENT
- Definitions:
1.1 In the context of these Terms and Conditions, the term Confidential Information includes:
1.1.1 All information provided on User portal(s) hosted on the domains www.souns.org and http://www.souns.org/souns_survey/index.php concerning Souns for Literacy LLC (hereinafter referred to as Souns) business, assets, operations, affairs, information both proprietary to Souns and information non-proprietary but associated with in any manner the use of the Souns websites and programs.
1.1.2 All information hosted on existing as well as future domains located at www.souns.org and http://www.souns.org/souns_survey/index.php ".org", ".com", ".edu", ",se", ".fr", ".de", ".hu", as well as any existing and/or future top level domains (".eu", ".biz", etc.) concerning Souns business, assets, operations, affairs, and any information, proprietary to Souns and information non-proprietary but associated with in any manner the use of the Souns websites and programs.
1.1.3 All product information including technical information and product specifications, blueprints, drawings, and product manuals.
1.1.4 The unique User ID and login information issued to User.
1.2 User: In the context of these Terms and Conditions, the term User comprises individuals and /or organizations who have been provided with, or obtained, a unique User ID and log-in information for access to the User portal also known as the Souns Tracker Home/Login hosted on the domains www.souns.org; http://www.souns.org/souns_survey/index.php, and any other domains associated with Souns.
1.3 Souns: In the context of these Terms and Conditions, the term Souns means Souns for Literacy LLC as well as affiliate companies of Souns for Literacy LLC.
- Non-Disclosure of Confidential Information:
2.1 Access to the User portal on www.souns.org and http://www.souns.org/souns_survey/index.php and Confidential Information posted on the portals are subject to User's acceptance of these Terms and Conditions and User's acknowledgment that the Confidential Information posted on the portal is protected by copyright. Furthermore, Confidential Information is provided subject to the legal notice in force from time to time on the domains www.souns.org and http://www.souns.org/souns_survey/index.php unless otherwise precluded by these Terms and Conditions.
2.2 User agrees not to directly or indirectly disclose to any third party without prior written consent of Souns any Confidential Information in oral or written form, including by means of electronic communication or to give third parties access hereto unless the disclosure is expressly permitted by these Terms and Conditions.
2.3 A written consent by Souns regarding disclosure of Confidential Information shall be strictly construed in its scope and interpretation against the disclosure of Confidential Information.
2.4 No disclosure made by User shall create any license, title or interest in respect of any Intellectual Property Rights of Souns.
2.5 User agrees not to engage in any employment, consulting, or other activity involving computer programming, graphic design, Internet or web site development, e-commerce, video or film production or editing, multimedia programming, or design that competes with the business, proposed business or business interests of Souns without Souns' prior written consent.
2.6 User shall not solicit any of Souns' clients or prospective clients to perform services that compete with the business, proposed business or business interests of Souns without Souns' prior written consent, and User will not assist any other person or entity in doing so, without Souns' prior written consent.
2.7 User agrees that the User ID and log-in information is personal, and that this Confidential Information must not be passed on to third parties.
- Damages and Remedies:
3.1 User acknowledges that a violation of these Terms and Conditions will cause damage and harm to Souns, including but not limited to loss of competitive advantage, loss of revenues, increase in costs, and other harm not yet ascertainable to Souns.
3.2 User agrees that, in the event of a breach of these Terms and Conditions, User will not oppose a request for equitable relief, including any affirmative temporary restraining order, with or without notice, any preliminary injunction and/or permanent order to enjoin further violations of these Terms and Conditions, in addition to any possible claim for monetary relief for damages suffered by Souns, its employees, agents, suppliers, or contractors. In addition to a claim for documented losses,
3.3 User agrees that upon written notice from Souns declaring a breach of these Terms and Conditions that User shall immediately cease all further activities, which are, or are claimed by Souns to constitute a breach of these Terms and Conditions.
- Accuracy of Confidential Information:
4.1 User understands that Souns makes no warranties, explicit or implied, regarding the accuracy, adequacy, or completeness of any Confidential Information disclosed to User. The Confidential Information is provided "as-is" and on an "is available" basis.
4.2 In no event, shall Souns, its employees, agents, suppliers, or contractors be liable for any special, direct, indirect, incidental, or consequential damages resulting from use of Confidential Information, including loss of income or profit.
4.3 User agrees to indemnify Souns and hold Souns harmless from any and all losses, claims and liabilities including attorney fees, which may arise from the use of Confidential Information, including losses, claims and liabilities brought forward by third parties.
- Miscellaneous:
5.1 These Terms and Conditions are governed by the laws of the State of Georgia, United States of America. If not otherwise agreed upon, the courts of Fayette County, State of Georgia, United States of America shall be the court of first instance in disputes between Souns and User regarding these Terms and Conditions.
5.2 User acknowledges that Souns may revoke User's access to the Souns Tracker Home/Login portal on the web pages www.souns.org and http://www.souns.org/souns_survey/index.php without notice and for whatever reason. Souns is not obligated to provide a reason and/or explanation to revoke User's access to the Souns Tracker Home/Login portal.
5.3 In the event that Souns revokes User's access to the Souns Tracker Home/Login , User shall cease all further use of Confidential Information, and shall immediately disclose to Souns all Confidential Information currently in the possession of User regardless of form, including Confidential Information in electronic form. User agrees to strictly obey, in both terms of time and manner, Souns decision of the final disposition of any Confidential Information in the possession of User.
5.4 In the event that any part of these Terms and Conditions is held to be void, voidable, or unenforceable by a court of justice, the remaining part of the Terms and Conditions shall remain in full force and effect.
5.5 User accepts that Souns monitors User's access and usage pattern to Confidential Information on the Souns Tracker Home/Login portal hosted on www.souns.org and http://www.souns.org/souns_survey/index.php.
5.6 Souns reserves the right and the sole discretion to amend these Terms and Conditions at any time without notice.
5.7 User shall not be entitled to commence a production of products based on the Confidential Information in the Souns Tracker Home/Login portal www.souns.org and http://www.souns.org/souns_survey/index.php nor shall User be entitled to let any third party commence production of products based on the Confidential Information described herein.
5.8 These Terms and Conditions are subject to the substantive laws of the State of Georgia, United States of America, and disputes arising out of or in connection with these Terms and Conditions shall be settled before the courts at the registered office of Souns in Fayette County, State of Georgia, United States of America.
I acknowledge that I have fully read and agree with the terms and conditions of this Confidentiality Agreement and I agree to be bound by all of its terms.
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