This Click-Through Non-Disclosure Agreement (“Agreement”) is entered into as of today (“Effective Date”) by and between Ace Media Productions, Inc., a Texas corporation, on behalf of itself and its affiliates, Steady Brand, LLC and ProDigital Manufacturing, LLC, both Texas limited liability companies (collectively, “Company”), and you, the individual accessing the Proprietary Information and any single legal entity on behalf of which you are acting (“You” or “you”). Company wishes to protect and preserve the confidential and/or proprietary nature of information and materials that may be disclosed or made available to you in connection with Company’s’ partner programs, features and benefits (collectively, the “RAD Partner Programs”); and therefore:
1. Proprietary Information, Ownership, Non-Disclosure and Remedies. “Proprietary Information” means the RAD Partner Programs and any and all information and materials disclosed during the course of or otherwise in connection with the RAD Partner Programs, including, without limitation, all content on all web pages, pdf documents, and electronic communication associated with the RAD Partner Programs, provided that any Proprietary Information that becomes publicly known through no wrongful act or omission made by you shall no longer be Proprietary Information. All Proprietary Information of Company shall remain the sole property of Company. No warranties of any kind are given by Company with respect to any Proprietary Information or any use thereof, and the Proprietary Information is provided on an “AS IS” basis. You shall hold all Proprietary Information in strict confidence and shall not disclose any Proprietary Information to any third party. You shall not use any Proprietary Information for the benefit of yourself or any third party or for any purpose other than use consistent with Company’s RAD Partner Programs. The obligations in this Paragraph 1 shall survive and continue into perpetuity. You agree that, due to the unique nature of the Proprietary Information, the unauthorized disclosure or use of the Proprietary Information shall cause irreparable harm and significant injury to Company. Therefore, you agree that Company, in addition to any other available remedies, shall have the right to an immediate injunction and other equitable relief enjoining any breach or threatened breach of this Agreement, without the necessity of posting any bond or other security.
2. Miscellaneous. This Agreement constitutes the entire agreement between the parties concerning the subject matter. No amendment, cancellation, modification, or waiver of any provision of this Agreement shall be effective. The waiver by either party of a default under any provision of this Agreement shall not be construed as a waiver of any subsequent default under the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, USA, without reference to its conflicts of laws provisions. This Agreement and the rights and obligations hereunder may not be assigned or delegated by either party, in whole or part, whether voluntarily, by operation of law, change of control or otherwise, without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The parties are independent contractors, and neither party shall have any authority of any kind to bind the other party in any respect whatsoever.
IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY CLICKING THE “AGREE” BUTTON LOCATED ON FORM LINKED TO THIS PAGE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS OF THIS AGREEMENT AND DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT CLICK THE “AGREE” BUTTON. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PROPRIETARY INFORMATION.