Non-Disclosure Policy
RazorAds (“RazorAds”), the operator of this website and its suite of services, is committed to preserving the confidentiality of the personal and business information of its clients and the technology and intellectual property of RazorAds (collectively, the “Confidential Information”). Client and RazorAds, each will be referred to as “Party” or “Parties” and interchangeably referred to as “Receiving Party” or “Disclosing Party.” This mutual Non-Disclosure Policy applies solely to information collected by the Parties in the normal course of business, and is made a part of and incorporated into the Terms of Service. If you do not agree to the terms of this Mutual Non-Disclosure Policy, you may not access or use the RazorAds services.
RazorAds may change or modify this policy at any time with or with-out notice. Any revised Non-Disclosure Policy will be posted and available here, so that you know how Confidential Information is protected. Your continued use of the RazorAds services indicates your agreement to the Non-Disclosure Policy as posted.
1. Confidential Information
“Confidential Information” means (a) any technical and non-technical information related to a party’s business and current, future and proposed products and services of each of the parties, including for example and without limitation, each party’s respective information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans and (b) any information a party has received from others that may be made known to the other party and which a party is obligated to treat as confidential or proprietary, except that information disclosed by a party to this Non-Disclosure Policy (the “Discloser”) will be considered Confidential Information of Discloser by the other party (the “Recipient”), only if the information (a) is provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), is conspicuously designated as “Confidential” (or with some other similar legend) or (b) if provided orally, is identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days of disclosure.
2. Nondisclosure and Nonuse Obligations
Recipient will not use any Confidential Information except to the extent necessary for business and Recipient will not disseminate or in any way disclose any Confidential Information to any person, firm, business or governmental agency or department, except as such disclosure is expressly permitted in this Non-Disclosure Policy. Furthermore, neither party may disclose the existence of any negotiations, discussions or consultations in progress between the parties to any person, firm or business or to any form of public media without the prior written approval of the other party. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants and contractors who need to know the information to assist Recipient with respect to the Purpose. Recipient certifies that each of its employees, consultants and contractors will have agreed, either as a condition of employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Non-Disclosure Policy. Recipient shall immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient shall assist Discloser in remedying the unauthorized use or disclosure of Discloser’s Confidential Information.
3. Exclusions from Nondisclosure and Nonuse Obligations
Recipient’s obligations under Section 2 (Nondisclosure and Nonuse Obligations) shall not apply to any of Discloser’s Confidential Information that (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by the Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser’s Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any of Discloser’s Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either party under this Non-Disclosure Policy shall not be considered to be a violation of this Non-Disclosure Policy by the Recipient; provided, however, that Recipient provides prompt prior written notice thereof to the Discloser to enable Discloser to seek a protective order or otherwise prevent the disclosure.
4. Ownership and Return of Confidential Information and Other Materials
All of Discloser’s Confidential Information, and any Derivatives (defined below) thereof, whether created by the Discloser or Recipient, are the property of Discloser and no license or other rights to the Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Non-Disclosure Policy, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material that is protected by trade secret, any new material derived from the existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and agrees to irrevocably assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished by Discloser to Recipient (whether or not they contain or disclose Discloser’s Confidential Information) are the property of the Discloser. Immediately after any request by Discloser, Recipient shall destroy or deliver to Discloser, (a) all Discloser- furnished materials and (b) all materials in Recipient’s possession or control (even if not Discloser-furnished) that contain or disclose any of the Discloser’s Confidential Information. Upon Discloser’s request, Recipient will provide Discloser a written certification of Recipient’s compliance with Recipient’s obligations under this Section.
5. Independent Development
Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to the Discloser’s Confidential Information. Accordingly, nothing in this Non-Disclosure Policy will be construed as a representation or inference that Recipient will not develop or have developed products or services, that might compete with the products or systems contemplated by the Discloser’s Confidential Information.
6. Disclosure of Third Party Information
Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.
7. No Warranty
All Confidential Information is provided by Discloser “AS IS” and without any warranty, express, implied or otherwise, regarding the Confidential Information’s completeness, accuracy or performance.
8. No Export
Recipient will obtain any licenses or approvals the U.S. government or any agency thereof requires prior to exporting, directly or indirectly, any technical data acquired from Discloser pursuant to this Non-Disclosure Policy or any product utilizing that data.
9. Term
This Non-Disclosure Policy shall govern all communications between the parties that are made from the first date of contracted service to the date on which either party receives from the other written notice that subsequent communications shall not be so governed; provided, however, that a Recipient’s obligations under Section 2 (Nondisclosure and Nonuse Obligations) will continue in perpetuity with respect to the Discloser’s Confidential Information that the Recipient has previously received until the obligations no longer apply pursuant to Section 3 (Exclusions from Nondisclosure and Nonuse Obligations).
10. No Assignment
Neither party will assign or transfer any rights or delegate any performance under this Non-Disclosure Policy without the prior written consent of the other party, which consent shall not be unreasonably withheld. All assignments and delegations in violation of the foregoing are void.
11. Notices
Any notice required or permitted by this Non-Disclosure Policy shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by electronic mail or facsimile transmission, upon acknowledgment of receipt of transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.
12. Governing Law and Forum
The laws of the United States of America and the State of California govern all matters arising out of or relating to this Non-Disclosure Policy without giving effect to any conflict of law principles. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Contra Costa County, California, as applicable, for any matter arising out of or relating to this Non-Disclosure Policy, except that in actions seeking to enforce any order or any judgment of the federal or state courts located in Contra Cost County, California, such personal jurisdiction will be non-exclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Non-Disclosure Policy may be brought in any court of competent jurisdiction. If a proceeding is commenced to resolve any dispute that arises between the parties with respect to the matters covered by this Non-Disclosure Policy, the prevailing party in that proceeding is entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs, in addition to any other relief to which that prevailing party may be entitled.
13. Severability
If a court of law holds any provision of this Non-Disclosure Policy to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Non-Disclosure Policy shall not be affected thereby.
14. Waiver and Modification
If a party waives any term, provision or a party’s violation of this Non-Disclosure Policy, such waiver shall not be effective unless it is in writing and signed by the party against whom such waiver is asserted. No waiver by a party of a violation of this Non-Disclosure Policy by the other party shall constitute a waiver of any other or subsequent violation by such other party. This Non-Disclosure Policy may be modified only if authorized representatives of both parties consent in writing.
15. Entire Non-Disclosure Policy
This Non-Disclosure Policy constitutes the final and exclusive agreement between the parties with respect to the treatment of Confidential Information disclosed hereunder. It supersedes all agreements, whether prior or contemporaneous, written or oral, concerning the treatment of the Confidential Information.
16. Contact Us
If you have any questions about the Non-Disclosure Policy, or you would like to exercise any of the rights available to you, please contact us at support@razorads.com or write to us at 122 Broadway Plaza Suite 13, Walnut Creek CA 94596.
RazorAds may change or modify this policy at any time with or with-out notice. Any revised Non-Disclosure Policy will be posted and available here, so that you know how Confidential Information is protected. Your continued use of the RazorAds services indicates your agreement to the Non-Disclosure Policy as posted.
1. Confidential Information
“Confidential Information” means (a) any technical and non-technical information related to a party’s business and current, future and proposed products and services of each of the parties, including for example and without limitation, each party’s respective information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans and (b) any information a party has received from others that may be made known to the other party and which a party is obligated to treat as confidential or proprietary, except that information disclosed by a party to this Non-Disclosure Policy (the “Discloser”) will be considered Confidential Information of Discloser by the other party (the “Recipient”), only if the information (a) is provided as information fixed in tangible form or in writing (e.g., paper, disk or electronic mail), is conspicuously designated as “Confidential” (or with some other similar legend) or (b) if provided orally, is identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days of disclosure.
2. Nondisclosure and Nonuse Obligations
Recipient will not use any Confidential Information except to the extent necessary for business and Recipient will not disseminate or in any way disclose any Confidential Information to any person, firm, business or governmental agency or department, except as such disclosure is expressly permitted in this Non-Disclosure Policy. Furthermore, neither party may disclose the existence of any negotiations, discussions or consultations in progress between the parties to any person, firm or business or to any form of public media without the prior written approval of the other party. Recipient shall treat all of Discloser’s Confidential Information with the same degree of care as Recipient accords to Recipient’s own Confidential Information, but not less than reasonable care. Recipient shall disclose Discloser’s Confidential Information only to those of Recipient’s employees, consultants and contractors who need to know the information to assist Recipient with respect to the Purpose. Recipient certifies that each of its employees, consultants and contractors will have agreed, either as a condition of employment or in order to obtain Discloser’s Confidential Information, to be bound by terms and conditions substantially similar to those terms and conditions applicable to Recipient under this Non-Disclosure Policy. Recipient shall immediately give notice to Discloser of any unauthorized use or disclosure of Discloser’s Confidential Information. Recipient shall assist Discloser in remedying the unauthorized use or disclosure of Discloser’s Confidential Information.
3. Exclusions from Nondisclosure and Nonuse Obligations
Recipient’s obligations under Section 2 (Nondisclosure and Nonuse Obligations) shall not apply to any of Discloser’s Confidential Information that (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to Recipient by Discloser through no fault of Recipient; (b) was rightfully in Recipient’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to Recipient by the Discloser; (c) was developed by employees or agents of Recipient independently of and without reference to any of Discloser’s Confidential Information; or (d) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. A disclosure by Recipient of any of Discloser’s Confidential Information (a) in response to a valid order by a court or other governmental body; (b) as otherwise required by law; or (c) necessary to establish the rights of either party under this Non-Disclosure Policy shall not be considered to be a violation of this Non-Disclosure Policy by the Recipient; provided, however, that Recipient provides prompt prior written notice thereof to the Discloser to enable Discloser to seek a protective order or otherwise prevent the disclosure.
4. Ownership and Return of Confidential Information and Other Materials
All of Discloser’s Confidential Information, and any Derivatives (defined below) thereof, whether created by the Discloser or Recipient, are the property of Discloser and no license or other rights to the Discloser’s Confidential Information or Derivatives is granted or implied hereby. For purposes of this Non-Disclosure Policy, “Derivatives” shall mean: (a) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (b) for patentable or patented material, any improvement thereon; and (c) for material that is protected by trade secret, any new material derived from the existing trade secret material, including new material which may be protected under copyright, patent and/or trade secret laws. Recipient hereby does and agrees to irrevocably assign to Discloser all of Recipient’s rights, title in interest and interest in and to the Derivatives. All materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) furnished by Discloser to Recipient (whether or not they contain or disclose Discloser’s Confidential Information) are the property of the Discloser. Immediately after any request by Discloser, Recipient shall destroy or deliver to Discloser, (a) all Discloser- furnished materials and (b) all materials in Recipient’s possession or control (even if not Discloser-furnished) that contain or disclose any of the Discloser’s Confidential Information. Upon Discloser’s request, Recipient will provide Discloser a written certification of Recipient’s compliance with Recipient’s obligations under this Section.
5. Independent Development
Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to the Discloser’s Confidential Information. Accordingly, nothing in this Non-Disclosure Policy will be construed as a representation or inference that Recipient will not develop or have developed products or services, that might compete with the products or systems contemplated by the Discloser’s Confidential Information.
6. Disclosure of Third Party Information
Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.
7. No Warranty
All Confidential Information is provided by Discloser “AS IS” and without any warranty, express, implied or otherwise, regarding the Confidential Information’s completeness, accuracy or performance.
8. No Export
Recipient will obtain any licenses or approvals the U.S. government or any agency thereof requires prior to exporting, directly or indirectly, any technical data acquired from Discloser pursuant to this Non-Disclosure Policy or any product utilizing that data.
9. Term
This Non-Disclosure Policy shall govern all communications between the parties that are made from the first date of contracted service to the date on which either party receives from the other written notice that subsequent communications shall not be so governed; provided, however, that a Recipient’s obligations under Section 2 (Nondisclosure and Nonuse Obligations) will continue in perpetuity with respect to the Discloser’s Confidential Information that the Recipient has previously received until the obligations no longer apply pursuant to Section 3 (Exclusions from Nondisclosure and Nonuse Obligations).
10. No Assignment
Neither party will assign or transfer any rights or delegate any performance under this Non-Disclosure Policy without the prior written consent of the other party, which consent shall not be unreasonably withheld. All assignments and delegations in violation of the foregoing are void.
11. Notices
Any notice required or permitted by this Non-Disclosure Policy shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when delivered personally; (b) by overnight courier, upon written verification of receipt; (c) by electronic mail or facsimile transmission, upon acknowledgment of receipt of transmission; or (d) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.
12. Governing Law and Forum
The laws of the United States of America and the State of California govern all matters arising out of or relating to this Non-Disclosure Policy without giving effect to any conflict of law principles. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in Contra Costa County, California, as applicable, for any matter arising out of or relating to this Non-Disclosure Policy, except that in actions seeking to enforce any order or any judgment of the federal or state courts located in Contra Cost County, California, such personal jurisdiction will be non-exclusive. Additionally, notwithstanding anything in the foregoing to the contrary, a claim for equitable relief arising out of or related to this Non-Disclosure Policy may be brought in any court of competent jurisdiction. If a proceeding is commenced to resolve any dispute that arises between the parties with respect to the matters covered by this Non-Disclosure Policy, the prevailing party in that proceeding is entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs, in addition to any other relief to which that prevailing party may be entitled.
13. Severability
If a court of law holds any provision of this Non-Disclosure Policy to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Non-Disclosure Policy shall not be affected thereby.
14. Waiver and Modification
If a party waives any term, provision or a party’s violation of this Non-Disclosure Policy, such waiver shall not be effective unless it is in writing and signed by the party against whom such waiver is asserted. No waiver by a party of a violation of this Non-Disclosure Policy by the other party shall constitute a waiver of any other or subsequent violation by such other party. This Non-Disclosure Policy may be modified only if authorized representatives of both parties consent in writing.
15. Entire Non-Disclosure Policy
This Non-Disclosure Policy constitutes the final and exclusive agreement between the parties with respect to the treatment of Confidential Information disclosed hereunder. It supersedes all agreements, whether prior or contemporaneous, written or oral, concerning the treatment of the Confidential Information.
16. Contact Us
If you have any questions about the Non-Disclosure Policy, or you would like to exercise any of the rights available to you, please contact us at support@razorads.com or write to us at 122 Broadway Plaza Suite 13, Walnut Creek CA 94596.
