Terms of Use

This Mutual Nondisclosure Agreement (this "Agreement") is entered into between Oz Projects LLC, 116 Daffney Court, Central Point, Oregon 97502, Email: [email protected], together with its affiliates ("Company"), and the agency named in the license key or trial for this site, together with its affiliates ("Agency") as of the date an administrator of the Agency first accepts it (the "Effective Date"), to protect the confidentiality of certain information of Company's or Agency's to be disclosed under this Agreement solely in connection with a trial use of Company's SaaS product and the pursuit of a business relationship between the parties (the "Permitted Use"). Company and Agency may be referred to herein individually as a "Party" and collectively as the "Parties."

As used herein, the "Confidential Information" of a Party will mean any and all technical and non-technical information disclosed by such Party (the "Disclosing Party") to the other Party (the "Receiving Party"), which may include without limitation: Company's SaaS product, any confidential or proprietary information whether provided in writing or orally to, by, or on behalf of either Party, including, but not limited to, methods, processes, intellectual property, trade secrets, diagrams, sketches, physical, artistic, or structural designs, dimensions of designs, samples or examples, templates, construction methods, inventions, devices, combinations of third party products, evolution, revision, or redesign of the foregoing, evolution or revision of methods of the foregoing, as well as information about the Disclosing Party's or affiliates' businesses, data sources, services, products, processes, marketing plans and materials, methods, financial data, financial plans, analyses, strategies, business plans, forecasts, research, current, past, or potential contracts or agreements, existing or potential customers, or any information derived therefrom; (i) any information without regard to form that is sufficiently secret to derive economic value, actual or potential, from not being generally known to other persons who can obtain economic value from its disclosure or use; or (ii) any information about the Disclosing Party or any other individuals provided by the Disclosing Party to the Receiving Party, including but not limited to names, addresses, telephone numbers, account numbers or other identifying information and customer lists, demographic, financial and transaction information.

The Receiving Party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party any Confidential Information of the Disclosing Party, except as approved in writing by the Disclosing Party, and will use the Confidential Information of the Disclosing Party for no purpose other than the Permitted Use between the Parties, which may be specified by separate agreement between the Parties. The Receiving Party will limit access to the Confidential Information of the Disclosing Party to only those of the Receiving Party's employees having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.

Company's SaaS/Software is proprietary to, and a valuable trade secret of, Company. It is entrusted to Agency only for the purpose set forth in this Agreement. Agency shall maintain Software in the strictest confidence. Agency will not, without Company's prior written consent:

(a) disclose any information about Software, its design and performance specifications, its code, and the existence of the test and its results to anyone other than Agency's employees who are performing the testing and who shall be subject to nondisclosure restrictions at least as protective as those set forth in this Agreement;

(b) copy any portion of SaaS/Software or documentation, except to the extent necessary to perform testing; or

(c) reverse engineer, decompile or disassemble Software or any portion of it.

Agency shall take reasonable security precautions to prevent Software from being seen by unauthorized individuals whether stored on Agency's hard drive or on physical copies such as CD-ROMs, diskettes or other media. Agency shall lock all copies of Software and associated documentation in a desk or file cabinet when not in use.

The Receiving Party will not have any obligations under this Agreement with respect to a specific portion of the Confidential Information of the Disclosing Party if the Receiving Party can demonstrate with competent evidence that such portion of Confidential Information:

• was in the public domain at the time it was disclosed to the Receiving Party;
• entered the public domain subsequent to the time it was disclosed to the Receiving Party, through no fault of the Receiving Party;
• was in the Receiving Party's possession free of any obligation of confidence at the time it was disclosed to the Receiving Party;
• was rightfully communicated to the Receiving Party free of any obligation of confidence subsequent to the time it was disclosed to the Receiving Party;
• was developed by employees or agents of the Receiving Party independently of and without reference to any information communicated to the Receiving Party by the Disclosing Party; or
• was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence.

Notwithstanding the above, the Receiving Party may disclose certain Confidential Information of the Disclosing Party, without violating the obligations of this Agreement, to the extent such disclosure is legally compelled by a valid order of a court, regulatory agency, or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.

The Receiving Party will immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Confidential Information of the Disclosing Party.

Upon termination or expiration of this Agreement, or upon written request of either Party, the Receiving Party will promptly return to the Disclosing Party, or destroy if requested, all documents and other digital or tangible materials representing the Disclosing Party's Confidential Information and all copies thereof.

The Receiving Party recognizes and agrees that nothing contained in this Agreement will be construed as granting any property rights, by license or otherwise, to any Confidential Information of the Disclosing Party, or to any SaaS, software, app, program, invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. The Receiving Party will not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information of the Disclosing Party.

The Receiving Party will not reproduce the Confidential Information of the Disclosing Party in any form except as required to accomplish the intent of this Agreement. Any reproduction by the Receiving Party of any Confidential Information of the Disclosing Party will remain the property of the Disclosing Party and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by the Disclosing Party.

This Agreement will terminate when the Agency's trial, or its paid licence, ends without being renewed after the Effective Date, or may be terminated by either Party at any time upon thirty (30) days' written notice to the other Party. Each Party's obligations under this Agreement will survive termination of this Agreement and will be binding upon such Party's successors, and assigns.

This Agreement shall be construed and enforced in accordance with the laws of the State of Oregon, without regard to its principles of conflicts of laws. By signing this Agreement, both parties agree to be subject to the laws and jurisdiction of the Jackson County, Oregon, and further agree that Jackson County, Oregon is the appropriate venue for any dispute arising from this Agreement. In the event of any dispute or litigation between the parties involving this Agreement, the prevailing party shall be entitled to attorneys' fees and costs.

Each Party acknowledges that its breach of this Agreement may cause irreparable damage to the other Party and hereby agrees that the other Party will be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party.

Each Party understands and acknowledges that any and all Confidential Information is being provided without any representation or warranty, express or implied, as to the accuracy or completeness thereof on the part of the Disclosing Party. The Receiving Party agrees that neither the Disclosing Party nor any of its affiliates or representatives shall have any liability to the Receiving Party. It is understood that the scope of any representations and warranties to be given by the Disclosing Party will be negotiated along with other terms and conditions in arriving at a mutually acceptable form of definitive agreement should discussions progress to such a point and only those representations and warranties shall have any legal effect.

Neither Party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, except that a Party may assign this Agreement without such consent to its successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.

The Receiving Party will not export, directly or indirectly, any technical data acquired from the Disclosing Party under this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

All notices or reports permitted or required under this Agreement will be in writing and will be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and will be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices will be sent to the addresses set forth at the end of this Agreement or such other address as either Party may specify in writing.

This Agreement is the final, complete and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the Parties with respect to such matters. In the event the Parties proceed to other dealings confirmed in a separate written agreement, this and the subsequent agreement shall each remain in full force and effect to the greatest extent possible.

The parties have read and understood all provisions in the Agreement and agree to all of the stated terms and conditions. This Agreement is the product of arms-length negotiation by sophisticated parties with access to counsel and shall not be construed against either party as the drafting party.

In Witness Whereof, the Parties have caused this Mutual Nondisclosure Agreement to be executed as of the Effective Date.

Oz Projects LLC · By: Owner / Manager · 116 Daffney Court, Central Point, Oregon 97502 · [email protected]

Agency · By: each administrator's electronic acceptance, with their name, title and date (Part 1, section 1) · the address on the Agency's licence or trial request