NON-DISCLOSURE AGREEMENT DEFINITIONS
Confidential Documentation means a document or other item that contains Confidential Information. Confidential Information means any nonpublic information of or about a Party that (a) is marked “confidential” or “proprietary” when disclosed in written or other visible form, or is identified as confidential or proprietary at the time of oral disclosure, and (b) is received by the other Party. Discloser means a Party whose Confidential Information is received by the other Party. Recipient means a Party that receives the other Party’s Confidential Information.
RECIPIENT’S OBLIGATIONS AND EXCEPTIONS TO OBLIGATIONS
3.1 Recipient will maintain Confidential Information in confidence by taking such measures as it takes to protect its own Confidential Information of like kind, and in any event a reasonable level of care. Recipient will not disclose Confidential Information to any third party without express written authorization from Discloser, except that Recipient may disclose Confidential Information (a) to business partners having a need to know the Confidential Information.
3.2 Recipient will use Confidential Information solely to further Recipient’s business relationship with Discloser.
3.3 If Recipient receives access to business due diligence information referred to as “Info Pack”, “Prospectus”, etc. regarding any listing from AcquisitionStation.com, Recipient will use all Confidential Information therein solely for the purpose of conducting due diligence and making a purchase decision. Recipient shall not use the Confidential Information gained throughout the due diligence period to start a competing business or any other purpose outside of making a decision to purchase the business listed for sale.
3.4 Recipient will return Confidential Information and Confidential Documentation, and all copies thereof in Recipient’s possession, to Discloser upon demand.
3.5 The obligations set forth in Sections 3.1 through 3.3 will not apply if, but only to the extent that, Confidential Information is (a) already in Recipient’s possession without obligation of confidentiality, (b) obtained from a third party without obligation of confidentiality, (c) independently developed by Recipient, or (d) required to be disclosed by applicable law or governmental order, in which case Recipient will, as promptly as possible and before making the disclosure, notify Discloser of its intention to make the disclosure. The obligations set forth in Sections 3.1 through 3.3 will expire with respect to each item of Confidential Information and Confidential Documentation five years after the applicable Confidential Information is disclosed.
3.6 Nothing in this Agreement grants either Party any license or right to the other Party’s patents, copyrights, trademarks or other intellectual property.
4.1 Discloser warrants that it has the right to disclose its Confidential Information to Recipient. DISCLOSER PROVIDES ALL CONFIDENTIAL INFORMATION AND CONFIDENTIAL DOCUMENTATION AS IS, WITHOUT ANY WARRANTY OF ANY KIND. DISCLOSER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4.2 This Agreement does not create any agency or partnership relationship.
4.3 This Agreement will be interpreted in accordance with and governed by the laws of the State of California, excluding its conflict of laws provisions. The Parties consent to the exclusive jurisdiction of state and federal courts in the City and County of San Diego, California and expressly waive any objection or defense based upon lack of personal jurisdiction or venue in connection with any dispute arising out of or relating to this Agreement or its breach.
4.4 This Agreement contains the entire understanding between the Parties regarding its subject matter. Any additions or modifications to this Agreement must be made in writing and must be signed by an authorized representative of each Party.
4.5 A waiver of any provision of this Agreement must be in writing and must be signed by an authorized representative the Party waiving that provision. Any waiver of or failure to enforce any provision will not preclude either Party from enforcing that or any other provision of this Agreement thereafter.
4.6 The Parties acknowledge that a breach of this Agreement may give rise to irreparable injury for which damages are not adequate compensation. Accordingly, Discloser may seek, without obligation to post any bond, injunctive relief against a breach or threatened breach of this Agreement in addition to any other remedies that Discloser may have.
4.7 If a suit, action, or other proceeding is instituted in connection with any controversy arising out of or related to this Agreement, the attorney’s fees and costs shall be part of the overall damages sought in a claim and be determined by the court.
4.8 If a court or other tribunal of competent jurisdiction holds that any of the provisions of this Agreement are illegal, invalid, or unenforceable, those provisions will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
4.9 The Parties may execute this Agreement in one or more original or facsimile counterparts, each of which will be deemed an original, but all of which together will constitute a single agreement. The Parties have read this Agreement, understand it, and agree to it. By signing below, each individual warrants that he or she has full power and authority to bind his or her Party to this Agreement.
RESPONSIBILITY OF WEBSITE VISITORS
Acquisitionstation.com has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, Acquisitionstation.com does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Acquisitionstation.com disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
CONTENT POSTED ON OTHER WEBSITES
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which acquisitionstation.com links, and that link to acquisitionstation.com. Acquisitionstation.com does not have any control over those non-Acquisitionstation.com websites and webpages, and is not responsible for their contents or their use. By linking to a non-Acquisitionstation.com website or webpage, Acquisitionstation.com does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Acquisitionstation.com disclaims any responsibility for any harm resulting from your use of non-Acquisitionstation.com websites and webpages.
COPYRIGHT INFRINGEMENT AND DMCA POLICY
As Acquisitionstation.com asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by acquisitionstation.com violates your copyright, you are encouraged to notify Acquisitionstation.com in accordance with Acquisitionstation.com's Digital Millennium Copyright Act ("DMCA") Policy. Acquisitionstation.com will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Acquisitionstation.com will terminate a visitor's access to and use of the Website if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Acquisitionstation.com or others. In the case of such termination, Acquisitionstation.com will have no obligation to provide a refund of any amounts previously paid to Acquisitionstation.com.
This Agreement does not transfer from Acquisitionstation.com to you any Acquisitionstation.com or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Acquisitionstation.com. Acquisitionstation.com, the acquisitionstation.com logo, and all other trademarks, service marks, graphics and logos used in connection with acquisitionstation.com, or the Website are trademarks or registered trademarks of Acquisitionstation.com or Acquisitionstation.com's licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Acquisitionstation.com or third-party trademarks..
Acquisitionstation.com reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. Acquisitionstation.com may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
Acquisitionstation.com may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your acquisitionstation.com account (if you have one), you may simply discontinue using the Website. Notwithstanding the foregoing, if you have a paid services account, such account can only be terminated by Acquisitionstation.com if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Acquisitionstation.com's notice to you thereof; provided that, Acquisitionstation.com can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
DISCLAIMER OF WARRANTIES
The Website and content provided therein is provided "as is". Acquisitionstation.com and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Acquisitionstation.com makes no warranty that the Website will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
LIMITATION OF LIABILITY
In no event will Acquisitionstation.com be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) for interruption of use or loss or corruption of data to Acquisitionstation.com under this agreement during the twelve (12) month period prior to the cause of action. Acquisitionstation.com shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
GENERAL REPRESENTATION AND WARRANTY
You agree to indemnify and hold harmless Acquisitionstation.com, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.
This Agreement constitutes the entire agreement between Acquisitionstation.com and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Acquisitionstation.com, or by the posting by Acquisitionstation.com of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the State of California, U.S.A, excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in San Diego County, California. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in , in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Acquisitionstation.com may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
Acquisitionstation.com will periodically send you emails for new listing updates, educational material, and industry news. You can opt out of these emails at any time. Your email address and name will not be shared with 3rd parties or used for any other purpose.
These Terms and Conditions and Mutual Nondisclosure Agreement (Agreement) is entered into this day between you and Acquisitionstation.com upon checking the “I agree” box. You will be then granted access to confidential listing content in the buyer dashboard.