This Confidentiality and Non-Disclosure Agreement ( “Agreement”) is entered into and made effective as of ________________________________ by and between Citcon USA LLC, a limited liability company duly organized and existing under the laws of California and having its principal place of business at 2001 Gateway Place, Suite 410W, San Jose CA 95110, on behalf of itself and its Affiliates (collectively the “Citcon”), and ______________________________ (hereinafter referred to as “COMPANY”), a _____________________ (type of entity) duly organized and existing under the laws of __________ and having its principal place of business at ______________________________________ (Address).
WHEREAS, Citcon and COMPANY are pursuing discussions regarding exchanging information for the purpose of ____________________________ (hereinafter referred to as the “Business Purpose”); and
WHEREAS, Citcon and COMPANY recognize that in the course of their discussions to further the Business Purpose, it may become necessary for either or both parties to disclose any Confidential Information (as defined below), and each party desires to disclose any such Confidential Information subject to the terms and conditions in this Agreement.
NOW, THEREFORE, in consideration of the discussions and sharing of information between the parties, and the premises, conditions, covenants and warranties herein contained, both parties agree as follows:
Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party in accordance with a judicial or other governmental order, provided that to the extent allowed by law the Receiving Party gives the Disclosing Party prompt written notice prior to such disclosure to allow the Disclosing Party a reasonable opportunity to seek a protective order or the equivalent.
The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement by the Receiving Party and/or its employees, consultants or contractors, and will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.
All Confidential Information is provided “AS IS” without warranty of any kind, and the Receiving Party agrees that in no event shall the Disclosing Party be liable for the accuracy or completeness of the Confidential Information.
None of the Confidential Information disclosed by the parties constitutes any representation, warranty, assurance, guarantee or inducement by either party to the other with respect to the infringement of trademarks, patents, copyrights; any right of privacy; or any rights of third persons.
IN WITNESS WHEREOF, the parties have each executed this Agreement through their duly authorized representatives on the date set forth above.
Citcon USA LLC Company: ___________________
By: _______________________________________ By: _________________________
Name: _____________________________________ Name: ______________________
Title: ______________________________________ Title: _______________________
Date: ______________________________________ Date: _______________________
Effective Date: April 16th, 2021
Site Covered: www.citcon.com
THE AGREEMENT: The use of this website and services on this website provided by Citcon Inc. (hereinafter referred to as “Company”) are subject to the following Terms & Conditions (hereinafter the “Agreement”), all parts and sub-parts of which are specifically incorporated by reference here. This Agreement shall govern the use of all pages on this website (hereinafter collectively referred to as “Website”) and any services provided by or on this Website (“Services”).
1) DEFINITIONS
The parties referred to in this Agreement shall be defined as follows:
2) ASSENT & ACCEPTANCE
By using the Website, You warrant that You have read and reviewed this Agreement and that You agree to be bound by it. If You do not agree to be bound by this Agreement, please leave the Website immediately. The Company only agrees to provide use of this Website and Services to You if You assent to this Agreement.
3) AGE RESTRICTION
You must be at least 18 (eighteen) years of age to use this Website or any Services contained herein. By using this Website, You represent and warrant that You are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of Your age.
4) LICENSE TO USE WEBSITE
The Company may provide You with certain information as a result of Your use of the Website or Services. Such information may include, but is not limited to, documentation, data, or information developed by the Company, and other materials which may assist in Your use of the Website or Services (“Company Materials”). Subject to this Agreement, the Company grants You a non-exclusive, limited, non-transferable and revocable license to use the Company Materials solely in connection with Your use of the Website and Services. The Company Materials may not be used for any other purpose, and this license terminates upon Your cessation of use of the Website or Services or at the termination of this Agreement.
5) INTELLECTUAL PROPERTY
You agree that the Website and all Services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (“Company IP”). You agree that the Company owns all right, title and interest in and to the Company IP and that You will not use the Company IP for any unlawful or infringing purpose. You agree not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company.
6) USER OBLIGATIONS
As a user of the Website or Services, You may be asked to register with Us. When You do so, You will choose a user identifier, which may be Your email address or another term, as well as a password. You may also provide personal information, including, but not limited to, Your name. You are responsible for ensuring the accuracy of this information. This identifying information will enable You to use the Website and Services. You must not share such identifying information with any third party, and if You discover that Your identifying information has been compromised, You agree to notify Us immediately in writing. Email notification will suffice. You are responsible for maintaining the safety and security of Your identifying information as well as keeping Us apprised of any changes to Your identifying information. Providing false or inaccurate information, or using the Website or Services to further fraud or unlawful activity is grounds for immediate termination of this Agreement.
7) ACCEPTABLE USE
You agree not to use the Website or Services for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Website or Services in any way that could damage the Website, Services, or general business of the Company.
III) To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
VII) To publish or distribute any material that incites violence, hate, or discrimination towards any group;
VIII) To unlawfully gather information about others.
8) PRIVACY INFORMATION
Through Your Use of the Website and Services, You may provide Us with certain information. By using the Website or the Services, You authorize the Company to use Your information in the United States and any other country where We may operate.
9) ASSUMPTION OF RISK
The Website and Services are provided for communication purposes only. You acknowledge and agree that any information posted on Our Website is not intended to be legal advice, medical advice, or financial advice, and no fiduciary relationship has been created between You and the Company. You further agree that Your purchase of any of the products on the Website is at Your own risk. The Company does not assume responsibility or liability for any advice or other information given on the Website.
10) SALES
The Company may sell goods or services or allow third parties to sell goods or services on the Website. The Company undertakes to be as accurate as possible with all information regarding the goods and services, including product descriptions and images. However, the Company does not guarantee the accuracy or reliability of any product information, and You acknowledge and agree that You purchase such products at Your own risk.
11) SHIPPING/DELIVERY/RETURN POLICY
You agree to ensure payment for any items You may purchase from Us, and You acknowledge and affirm that prices are subject to change. We reserve the right to reject or cancel an order for any reason, including errors or omissions in the information. You provide to Us. If We do so after payment has been processed, We will issue a refund to You in the amount of the purchase price. We also may request additional information from You prior to confirming a sale, and We reserve the right to place any additional restrictions on the sale of any of Our products. For the sale of digital products, We will charge Your credit or debit card when the product is made available to You for digital use and/or download. For any questions, concerns, or disputes, You agree to contact Us in a timely manner at the following: marketing@citcon-inc.com.
12) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
13) DATA LOSS
The Company does not accept responsibility for the security of Your account or content. You agree that Your use of the Website or Services is at Your own risk.
14) INDEMNIFICATION
You agree to defend and indemnify the Company and any of its affiliates (if applicable) and hold Us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to Your use or misuse of the Website or Services, Your breach of this Agreement, or Your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
15) SPAM POLICY
You are strictly prohibited from using the Website or any of the Company’s Services for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
16) THIRD-PARTY LINKS & CONTENT
The Company may occasionally post links to third party websites or other services. You agree that the Company is not responsible or liable for any loss or damage caused as a result of Your use of any third party services linked to from Our Website.
17) MODIFICATION & VARIATION
The Company may, from time to time and at any time without notice to You, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.
18) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to any and all use of this Website. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral, regarding the use of this Website.
19) SERVICE INTERRUPTIONS
The Company may need to interrupt Your access to the Website to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that Your access to the Website may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
20) TERM, TERMINATION & SUSPENSION
The Company may terminate this Agreement with You at any time for any reason, with or without cause. The Company specifically reserves the right to terminate this Agreement if You violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material. If You have registered for an account with Us, You may also terminate this Agreement at any time by contacting Us and requesting termination. At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
21) NO WARRANTIES
You agree that Your use of the Website and Services is at Your sole and exclusive risk and that any Services provided by Us are on an “As Is” basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Website or Services will meet Your needs or that the Website or Services will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information on the Website or obtained through the Services. You agree that any damage that may occur to You, through Your computer system, or as a result of loss of Your data from Your use of the Website or Services is Your sole responsibility and that the Company is not liable for any such damage or loss.
22) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to You as a result of Your use of the Website or Services, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to the greater of one hundred ($100) US Dollars or the amount You paid to the Company in the last six (6) months. This section applies to any and all claims by You, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
23) GENERAL PROVISIONS:
