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AGREEMENT BETWEEN USER AND AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site is comprised of various Web pages operated by AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI.
The AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site constitutes your agreement to all such terms, conditions, and notices.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI reserves the right to change the terms, conditions, and notices under which the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site is offered, including but not limited to the charges associated with the use of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site.
LINKS TO THIRD PARTY SITES
The AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site may contain links to other Web Sites (“Linked Sites”). The Linked Sites are not under the control of AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI and AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI is not responsible for webcasting or any other form of transmission received from any Linked Site. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI of the site or any association with its operators.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site, you warrant to AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI that you will not use the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site in any manner which could damage, disable, overburden, or impair the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site or interfere with any other party’s use and enjoyment of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Sites.
USE OF COMMUNICATION SERVICES
The AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
- Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
- Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
- Conduct or forward surveys, contests, pyramid schemes or chain letters.
- Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
- Restrict or inhibit any other user from using and enjoying the Communication Services.
- Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
- Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
- Violate any applicable laws or regulations.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI has no obligation to monitor the Communication Services. However, AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI sole discretion.
Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI does not control or endorse the content, messages or information found in any Communication Service and, therefore, AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI spokespersons, and their views do not necessarily reflect those o fAV INVESTIGATIONS INC/DBA CATCH A CHEAT PI.
Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.
MATERIALS PROVIDED TO AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI OR POSTED AT ANY AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI does not claim ownership of the materials you provide to AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI (including feedback and suggestions) or post, upload, input or submit to any AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect to the use of your Submission, as provided herein. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI’s sole discretion.
By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI WEB SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI reserves the right, in its sole discretion, to terminate your access to the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of California, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in Los Angeles County, California, U.S.A. in all disputes arising out of or relating to the use of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site. Use of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI as a result of this agreement or use of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI right to comply with governmental, court and law enforcement requests or requirements relating to your use of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site or information provided to or gathered by AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI with respect to the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI with respect to the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site. 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 an d subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.
COPYRIGHT AND TRADEMARK NOTICES:
All contents of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web Site are: © AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI. California State License 25216 and/or its suppliers. All rights reserved.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.
Any rights not expressly granted herein are reserved.
NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.
AV INVESTIGATIONS, INC/DBA CATCH A CHEAT PI
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI is committed to protecting your privacy and developing technology that gives you the most powerful and safe online experience. This Statement of Privacy applies to the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web site and governs data collection and usage. By using the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI website, you consent to the data practices described in this statement.
COLLECTION OF YOUR PERSONAL INFORMATION
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI collects personally identifiable information, such as your e-mail address, name, home or work address or telephone number. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI also collects anonymous demographic information, which is not unique to you, such as your ZIP code, age, gender, preferences, interests and favorites.
There is also information about your computer hardware and software that is automatically collected by AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI. This information can include: your IP address, browser type, domain names, access times and referring Web site addresses. This information is used by AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web site.
Please keep in mind that if you directly disclose personally identifiable information or personally sensitive data through AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI public message boards, this information may be collected and used by others. Note: AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI does not read any of your private online communications.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI encourages you to review the privacy statements of Web sites you choose to link to from AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI so that you can understand how those Web sites collect, use and share your information. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI is not responsible for the privacy statements or other content on Web sites outside of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI and AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI family of Web sites.
USE OF YOUR PERSONAL INFORMATION
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI collects and uses your personal information to operate the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web site and deliver the services you have requested. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI also uses your personally identifiable information to inform you of other products or services available from AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI and its affiliates. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI does not sell, rent or lease its customer lists to third parties. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party. In addition, AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI may share data with trusted partners to help us perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI, and they are required to maintain the confidentiality of your information.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI does not use or disclose sensitive personal information, such as race, religion, or political affiliations, without your explicit consent.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI keeps track of the Web sites and pages our customers visit within AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI, in order to determine what AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI services are the most popular. This data is used to deliver customized content and advertising within AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI to customers whose behavior indicates that they are interested in a particular subject area.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web sites will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI or the site; (b) protect and defend the rights or property of AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI; and, (c) act under exigent circumstances to protect the personal safety of users of AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI, or the public.
The AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web site use “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a Web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI pages, or register with AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI site or services, a cookie helps AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI Web site, the information you previously provided can be retrieved, so you can easily use the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI features that you customized.
You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI services or Web sites you visit.
SECURITY OF YOUR PERSONAL INFORMATION
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI secures your personal information from unauthorized access, use or disclosure. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI secures the personally identifiable information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. When personal information (such as a credit card number) is transmitted to other Web sites, it is protected through the use of encryption, such as the Secure Socket Layer (SSL) protocol.
CHANGES TO THIS STATEMENT
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI will occasionally update this Statement of Privacy to reflect company and customer feedback. AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI encourages you to periodically review this Statement to be informed of how AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI is protecting your information.
AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI welcomes your comments regarding this Statement of Privacy. If you believe that AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI has not adhered to this Statement, please contact AV INVESTIGATIONS INC/DBA CATCH A CHEAT PI on the contact page of this website. We will use commercially reasonable efforts to promptly determine and remedy the problem.
AV INVESTIGATIONS, INC/DBA CATCH A CHEAT PI
Title: Private Investigator
THIS AGREEMENT is entered into on this ____day of ___________ by and between _________________, located at ___________________ ( the” Disclosing Party”), and AV INVESTIGATIONS, INC/DBA CATCH A CHEAT PI with and address at 9190 WEST OLYMPIC BLVD#288, BEVERLY HILLS, CALIFORNIA 90212 the “Recipient” or the “Receiving Party”. The Recipient here to desires to participate in discussions regarding your PRIVATE MATTER the business “Transaction”. During these discussions, Disclosing Party may share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definition of Confidential Information. (a) For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in progress, designs, development tools, specifications, computer software, source code, object code, flow charts,databases, inventions, information and trade secrets; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets (b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (b) becomes rightfully known to the Receiving Party from a third-party source not known (after diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to maintain confidentiality; (c) is or becomes publicly available through no fault of or failure to act by the Receiving Party in breach of this Agreement; (d) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof shall apply prior to any disclosure being made; and (e) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the terms of this Agreement or reference or access to any Confidential Information.
2. Disclosure of Confidential Information. From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party. The Receiving Party will: (a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or representatives (collectively “Representatives”) who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (b) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth in this Agreement and require such Representatives to keep the Confidential Information confidential; (c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information; and (d) not disclose any Confidential Information received by it to any third parties (except as otherwise provided for herein). Each party shall be responsible for any breach of this Agreement by any of their respective Representatives.
3. Use of Confidential Information. The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party here under. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties’ existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.
4. Compelled Disclosure of Confidential Information. Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
5. Term. This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the parties’ duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.
6. Remedies. Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique and valuable character, and that the unauthorized dissemination of the Confidential Information would destroy or diminish the value of such information. The damages to Disclosing Party that would result from the unauthorized dissemination of the Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies available hereunder, whether at law or in equity. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief. Further, in the event of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and expenses.
7. Return of Confidential Information. Receiving Party shall immediately return and redeliver to the other all tangible material embodying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving there from and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).
8. Notice of Breach. Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives, or any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
9. No Binding Agreement for Transaction. The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
10. Warranty. Each party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
11. Miscellaneous. (a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought. (b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of California applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in California shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement. (c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement. (d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included. (e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing. (f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees. (g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other. (h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
Disclosing Party Client: _________________ Title:___________________
Name: AV INVESTIGATIONS, INC/DBA CATCH A CHEAT PI
Title: Private Investigator