A. “Confidential Information” means any nonpublic information and materials made available by Discloser through the Website that is (i) marked or labeled as “Confidential” or “Proprietary” or with similar designation, or (ii) of a nature that a reasonable person would know such information is confidential.
B. Purpose. Discloser agrees to disclose its Confidential Information solely for the purpose of Recipient evaluating the possibility of creating an employment and/or business relationship with Discloser (“Purpose”). Recipient shall use the Confidential Information solely for such Purpose and for no other reason whatsoever.
C. Confidentiality Obligations. Recipient agrees to hold in confidence and to not disclose or permit access to any of Discloser’s Confidential Information, using at least the same degree of care, but no less than a reasonable degree of care as Recipient employs with respect to its own confidential information, to avoid unauthorized disclosure or use of such Confidential Information. In addition, Recipient may not use the Confidential information to obtain an employment position with Discloser through any means other than this Website. Without Discloser’s prior written consent, which consent Discloser may withhold at its sole discretion, Recipient agrees not (i) to rent, sublicense, lease, transfer, or assign any of the Discloser's Confidential Information in any way; or (ii) to modify, reverse engineer, photograph, alter, disassemble, decompile, enhance, or make derivative works or compilations or in any manner create or reproduce materials containing or constituting Confidential Information.
D. Term and Termination; Survival of Confidentiality Obligations. This Agreement is effective when Recipient clicks on the “I ACCEPT” button. Discloser may terminate this Agreement at any time upon written notice to Recipient. Recipient's obligations of confidentiality hereunder (i) expire two (2) years from the receipt of Confidential Information that is not a trade secret of Discloser; and (ii) continues for an unlimited period for any Confidential Information that is a trade secret of Discloser, provided that such Confidential Information remains nonpublic and subject to trade secret protection (or such similar protection) under applicable law.
E. No Warranties. RECIPIENT ACKNOWLEDGES AND AGREES THAT THE CONFIDENTIAL INFORMATION IS PROVIDED ON AN “AS IS” BASIS AND THAT DISCLOSER MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, CONTRACTUAL OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT AND THAT DISCLOSER ACCEPTS NO RESPONSIBILITY FOR ANY DAMAGES, LOSSES OR EXPENSES INCURRED AS A RESULT OF ANY CONFIDENTIAL INFORMATION RECEIVED UNDER THE TERMS OF THIS AGREEMENT.
F. Controlling Law; Venue; Attorneys’ Fees. This Agreement shall be construed in accordance with the laws of the State of California, without regard to its conflicts of laws principles. Recipient agrees that the Discloser shall have the right to seek to obtain an immediate injunctive or other equitable relief in any court of competent jurisdiction to enjoin any breach of this Agreement. The prevailing party in any judicial or other proceeding governing any dispute under this Agreement shall have the right to recover from the other party all of its costs and attorneys' fees incurred in connection with such proceeding.
RECIPIENT AGREES TO THE TERMS OF THIS AGREEMENT: