This Non-Disclosure Agreement is provided to establish a confidential relationship between you and us in order to protect any type of confidential and proprietary information when engaging PitchLift to work on a project.
This PitchLift Non-Disclosure Agreement (the “Agreement”) is a contract between you and PitchLift, Inc. (referred to in this Agreement as "PitchLift", "us", "we" or "our"), the provider of the PitchLift website and available services, tasks, projects, or deliverables ("Services") that can be engaged from the PitchLift website.
By engaging PitchLift to deliver any of the Services, both parties agree to be bound by this Agreement and maintain the confidentiality of any materials and/or information provided during the engagement.
If you are agreeing to this Agreement not as an individual but on behalf of your company or organization, then "you" refers both to you as an individual and to the entity you represent, and you are binding your company or organization to this Agreement. PitchLift may modify this Agreement from time to time, subject to the terms in Section 19 (General Provisions) below. If you violate any of this Agreement, we reserve the right to cancel your order or withhold deliverables without notice.
1. Exchange of Information
The parties agree to mutually exchange Confidential Information for the purpose of engaging discussions concerning business opportunities relating to the technical fields of digital asset custody and enterprise level blockchain software development and cryptography, or such other fields as may arise (the "Purpose") in accordance with this Agreement.
2. Confidential Information
"Confidential Information" means all material, non-public, business-related information, written or oral, whether or not it is marked that is disclosed or made available to the receiving party, directly or indirectly, through any means of communication or observation, and which shall include but not be limited to Intellectual Property and Company Proprietary Information of the disclosing party.
As used herein, the term “Intellectual Property” means any and all of the following in any jurisdiction throughout the world:
trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing;
copyrights, including all applications and registrations related to the foregoing; (c) trade secrets and confidential know-how;
patents and patent applications;
websites and internet domain name registrations;
all other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing), whether registered or unregistered; and,
planned or proposed intangible digital assets, whether or not presently existing.
“Company Proprietary Information” means technical data, including, but not limited to, research, product plans, products, services, customer lists and markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information.
3. Non-Confidential Information
The restrictions of this agreement on use and disclosure of Confidential Information will not apply to information that:
is or becomes publicly known without the breach of this agreement;
at the time of disclosure under this agreement is already known to the receiving party without any restriction on its disclosure;
is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation; or,
is independently developed by the receiving party without the use of Confidential Information or breach of this agreement.
The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.
4. Confidentiality Obligation
The receiving party will hold the Confidential Information in confidence.
5. Standard of Care
The receiving party will exercise reasonable care to protect the Confidential Information from any loss or unauthorized disclosure.
6. Notification of Disclosure
The receiving party will immediately notify the disclosing party if it discovers any loss or unauthorized disclosure of Confidential Information.
7. Return of Confidential Information
On the expiration or termination of this agreement, or on the disclosing party's request, the receiving party shall promptly return to the disclosing party all Confidential Information provided by the disclosing party.
8. No Modification of Confidential Information
The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.
9. Permitted Disclosure
The receiving party may disclose Confidential Information either:
to the extent that the disclosing party consents in writing to such disclosure; or,
to the receiving party's officers, directors, employees, affiliates, or representatives who
need-to-know that Confidential Information in furtherance of the Purpose,
have been informed of the confidentiality obligations of this agreement, and
agree to abide and be bound by the provisions this agreement.
10. Required Disclosure
The receiving party may disclose Confidential Information if it is compelled by Law. In these circumstances, the receiving party must:
provide the disclosing party with prompt written notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement;
cooperate with the disclosing party to obtain a protective order or other appropriate remedy.
If the parties cannot obtain a protective order, other appropriate remedy, or otherwise fail to quash the legal process requiring disclosure, the receiving party shall disclose the requested Confidential Information only to the extent necessary to satisfy the request.
11. Ownership of Confidential Information
Each Party Retains All Rights. Each party will retain all interest and proprietary rights in:
the Confidential Information it discloses; and,
any information or materials, including Confidential and non-Confidential Information, and Intellectual Property, it or the other party derives from the Confidential Information it discloses.
No License Right
No license, implied or otherwise, is granted under this agreement to either party's Intellectual Property, other than to use the Confidential Information in the manner and to the extent authorized under this agreement.
12. Acknowledgement of Securities Laws
Each party is aware, and will advise their respective Representatives who are informed of the matters of this agreement, of the restrictions imposed by the federal and state securities Laws on the purchase or sale of securities by any Person who has received material, non-public information from the issuer of such securities, and on the communication of such information to any other Person when it is reasonably foreseeable the other Person is likely to purchase or sell such securities in reliance on that information.
THE CONFIDENTIAL INFORMATION PROVIDED PURSUANT TO THIS AGREEMENT IS NOT INTENDED TO CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF ANY OFFER TO BUY SECURITIES. ANY SUCH OFFER WILL ONLY BE MADE IN COMPLIANCE WITH APPLICABLE STATE AND FEDERAL SECURITIES LAW PURSUANT TO AN OFFERING MEMORANDUM, PROSPECTUS, OR SUCH OTHER WRITTEN MATERIALS AS MAY BE REQUIRED BY APPLICABLE LAW, AND WHICH WILL BE PROVIDED ONLY TO QUALIFIED, ACCREDITED PROSPECTIVE INVESTORS UPON REQUEST. TO OBTAIN FURTHER INFORMATION THE RECEIVING PARTY MUST COMPLETE AN INVESTOR QUESTIONNAIRE AND MEET THE SUITABILITY STANDARDS REQUIRED BY LAW.
The term of this Agreement (“Term”) shall commence upon the date the order process is complete and will continue for as long as PitchLift is engaged by you to deliver the Services, or until you or we terminate the Agreement in accordance with the terms set out here-within, whichever happens first.
Either party may terminate this agreement for any reason on three (3) business days’ notice to the other party.
Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if:
the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations; and,
the failure, inaccuracy, or breach continues for a period of three (3) business days' after the injured party delivers notice to the breaching party reasonably detailing the breach.
Either party may also terminate the Agreement before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations.
The obligations of each receiving party hereunder shall survive indefinitely or such time as all Confidential Information of the other party disclosed hereunder becomes publicly known and made general available through no action or inaction of the receiving party.
15. Violation of this Agreement
We reserve the right to investigate and prosecute violations of any part of this Agreement to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that PitchLift has no obligation to prescreen or monitor your access to or use of the Services or any information, materials or other content provided or made available through the Services, but has the right to do so. You hereby agree that PitchLift may, in the exercise of our sole discretion, remove or delete any data, accounts or other content that violates this Agreement or that is otherwise objectionable.
Subject to this Agreement, the receiving party shall indemnify the disclosing party against all losses suffered by the disclosing party and arising out of the receiving party or its Representative's:
unauthorized or improper use or disclosure of any Confidential Information;
breach of its obligations under this agreement; or
misconduct or negligence.
Before bringing a claim for indemnification, the indemnified party shall
notify the indemnifying party of the indemnifiable proceeding; and,
deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
Failure to Notify
If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.
The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section.
17. Equitable Relief
Acknowledgment of Irreparable Harm
The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.
Intent to Allow for Equitable Remedies
Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.
18. Dispute Resolution
Any arbitrable dispute or claim between the parties, in law or equity, arising out of this Agreement or any resulting transaction shall be decided by neutral, binding arbitration, and the parties hereby expressly waive the right to have any such dispute litigated in a court or jury trial, by discovery or appeal, except as otherwise mandated by applicable law. If the parties are not able to agree upon an arbitrator, each will select an arbitrator and the two selected arbitrators shall appoint an agreed third arbitrator. The arbitration shall proceed in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment upon the award of the arbitrators(s) shall be exclusive, final and binding upon the parties, and may be entered in any court having jurisdiction. Each party shall bear its own expenses in the arbitration for arbitrators' fees, attorneys' fees, expert testimony and for other expenses.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and to the extent that any claim or dispute is not arbitrable under the foregoing Dispute Resolution provisions, it shall be subject to the jurisdiction of the courts of Miami-Dade County. Each of the parties hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transaction contemplated hereby.
If either party brings a Court Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Court Action and any appeal from the losing party.
The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any.
20. General Provisions
Any notice to you will be effective when we send it to the email address used to complete the order process. Notices to PitchLift will be effective when delivered to us: Attn. Legal Department, PitchLift, 2980 McFarlane Road, Miami, FL, 33133, or any addresses we may later post on the PitchLift website.
You may not assign this Agreement or any of its rights or obligations hereunder to any third party without PitchLift's prior written consent. PitchLift may assign this Agreement to you without restriction and without any notice. We may assign our rights to any other individual or entity at our discretion.
Both you and PitchLift represent and warrant to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
This Agreement constitutes a legal, valid, and binding obligation, enforceable against each party and Parties’ Representatives, including but not limited to the Parties' respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents, and other representatives, with it being acknowledged and agreed that any shareholder of that is not a director, officer, employee, accountant, consultant, legal counsel, financial advisor, or agent shall not be deemed to be a Representative for purposes of this Agreement. The Parties will provide each Party Representative with a copy of this Agreement or otherwise ensure that each recipient Party Representative is made aware of the provisions, rights and obligations created by this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
If for any reason a court of competent jurisdiction finds that any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement will continue in full force and effect.
The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law in one instance shall not preclude enforcement thereof on future occasions.
We reserve the right, in our sole discretion, to change, modify, add to, supplement or delete any portion of this Agreement at any time, effective with or without prior notice; provided, however, that we will use reasonable efforts to provide you with notification of any material changes (as determined in our sole discretion) by email.
This Agreement represents the entire understanding, and supersedes all prior negotiations, discussions, memoranda and agreements, between you and PitchLift concerning its subject matter, and cannot be changed or modified by you.