Fluxx Labs, Inc. — Mutual Non-Disclosure and Confidentiality Agreement (v1.0)
By requesting and accessing restricted documents (the "Confidential Information") through the Fluxx Labs, Inc. ("Fluxx") Trust Center, the individual identified in the request (the "Recipient") and the organization on whose behalf the Recipient is acting (the "Recipient Organization") agree to the following terms:
1. Authorized Use. The Confidential Information is provided solely for the purpose of evaluating, procuring, renewing, or maintaining the Recipient Organization's subscription to Fluxx products and services (the "Permitted Purpose"). The Recipient and the Recipient Organization shall not use the Confidential Information for any other purpose, and shall not use it to compete with, reverse engineer, or develop products or services substantially similar to those of Fluxx.
2. Confidentiality. The Recipient and the Recipient Organization shall: (a) hold the Confidential Information in strict confidence; (b) restrict access to those employees, contractors, and advisors who have a legitimate need-to-know for the Permitted Purpose and who are bound by written confidentiality obligations at least as protective as these terms; (c) protect the Confidential Information using a reasonable degree of care, and in no event less than the care used to protect the Recipient Organization's own confidential information of similar importance; (d) not copy, reproduce, or distribute the Confidential Information except as strictly necessary for the Permitted Purpose; (e) not publicly disclose, post, summarize, or quote from the Confidential Information, including on social media or in any public forum; (f) upon request by Fluxx, promptly return or destroy all copies of the Confidential Information and certify such destruction in writing.
3. Exclusions. The obligations in Section 2 do not apply to information that the Recipient can demonstrate: (a) was in the public domain at the time of disclosure, or entered the public domain thereafter through no act or omission of the Recipient or the Recipient Organization; (b) was known to the Recipient or the Recipient Organization, without obligation of confidentiality, prior to disclosure by Fluxx; (c) is independently developed by the Recipient or the Recipient Organization without use of or reference to the Confidential Information; or (d) is rightfully received from a third party without obligation of confidentiality.
4. Compelled Disclosure. If the Recipient or the Recipient Organization is required by law, regulation, or valid legal process to disclose any Confidential Information, the Recipient shall (to the extent legally permissible) give Fluxx prompt prior written notice so that Fluxx may seek a protective order or other appropriate remedy. In any event, only the minimum portion of the Confidential Information strictly required to comply shall be disclosed.
5. Authority to Bind. The Recipient represents and warrants that they are an authorized signer for the Recipient Organization with the legal authority to bind the Recipient Organization to the terms of this Agreement. The Recipient understands that Fluxx is relying on this representation in providing access to the Confidential Information.
6. No License or Warranty. No license or other rights to Fluxx's intellectual property are granted except as expressly set forth herein. The Confidential Information is provided "AS IS" without warranty of any kind. Fluxx makes no representation that the Confidential Information is accurate, complete, or suitable for any purpose.
7. Term and Survival. The confidentiality obligations in Section 2 shall continue for a period of three (3) years from the date of disclosure, or indefinitely for information that constitutes a trade secret under applicable law. Sections 3, 4, 6, 7, 8, and 9 shall survive termination.
8. Equitable Relief. The Recipient and the Recipient Organization acknowledge that a breach of this Agreement may cause irreparable harm to Fluxx for which monetary damages would be inadequate, and that Fluxx shall be entitled to seek injunctive or other equitable relief in addition to any other available remedies, without the requirement to post a bond.
9. Governing Law; Miscellaneous. This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any prior discussions or agreements. No modification is binding unless in writing and signed by both parties. If any provision is found unenforceable, the remaining provisions shall remain in full force.
By typing their full legal name in the signature field and submitting the request, the Recipient (i) agrees to the terms of this Agreement, (ii) acknowledges that the typed name constitutes a binding electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA) as applicable, and (iii) certifies that they have the authority described in Section 5.