Please read the Terms and Conditions of the Nondisclosure and Noncircumvention Agreement (“Agreement”) carefully before using the https://www.affiliationtree.com website (Website) operated by Tambar Arts Ltd (“Disclosing Party”).
Your access to and use of the Website is conditioned on your acceptance of and compliance with the Agreement. The Agreement applies to all visitors, users and others (“Receiving Party”) who access or use the Website.
By accessing or using the Website you agree to be bound by the Agreement. If you disagree with any part of the Agreement you may not access the Website.
This Agreement is entered into by and between the Disclosing Party and the Receiving Party for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. As an inducement to Disclosing Party to disclose to Receiving Party certain information relating to the current and contemplated business activities (“Business Opportunity”) of Disclosing Party, Receiving Party agrees as follows with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").
1. Definition of Confidential Information. For purposes of this Agreement, "Confidential Information" shall include all information or material, in written, oral electronic or other form, that has or could have commercial value or other utility and which is unknown to Receiving Party prior to disclosure by Disclosing Party and would not be known but for such disclosure. If Confidential Information is in written form, the Disclosing Party shall label or stamp the materials with the word "Confidential" or some similar warning. If Confidential Information is transmitted orally, the Disclosing Party shall promptly provide a writing indicating that such oral communication constituted Confidential Information.
2. Exclusions from Confidential Information. Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's approval. Information is not deemed Confidential merely because it has been conveyed by Disclosing Party.
3. Obligations of Receiving Party. Receiving Party shall hold and maintain the Confidential Information in confidence for the sole and exclusive benefit of the Disclosing Party. Receiving Party shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement. Receiving Party shall not, without prior approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
4. Noncircumvention. Receiving Party shall not without the prior written consent of Disclosing Party, which consent Disclosing Party may withhold in its sole discretion, by-pass, compete, avoid, circumvent, or attempt to circumvent Disclosing Party relative to Business Opportunity including by utilizing any of the Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.
5. Time Periods. The nondisclosure and noncircumvention provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
6. Relationships. Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.
7. Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed and construed in accordance with the laws of England and Wales, without regard to its conflict of law provisions. If the Agreement is held unenforceable to any extent in any jurisdiction, such holding will not impair the enforceability of the Agreement in any other jurisdiction.
8. Severability. If a court or mutually agreed upon arbitration authority finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.
9. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.