Company owns and licenses all intellectual property and other rights, title, and interest in and to the Site, Content and Service, and the materials accessible on the Site and Service, except as expressly provided for in the Agreement. Without limitation, Company owns the trademarks, copyrights and certain technology used in making the Site, its Content and Service available. Except as specifically allowed in this Agreement, the copying, redistribution, use or publication by you of any Content or Service is strictly prohibited. We grant you a limited revocable license to access and use the Site, Content and our Service for its intended purposes, subject to your compliance with this Agreement, and if you are an affiliate of Company, your Affiliate Agreement and Company Policies and Procedures. The revocable license does not include the right to collect or use information contained on the Site or through the Service for purposes that Company prohibits or to compete with Company. No ownership or other interest or other license in or to any patent, copyright, trademark, trade secret and other intellectual property right or to the Content is being granted, assigned or transferred in this Agreement or by reason of your access to, and use of, the Site, Content or Service. If you use the Site or our Service in a manner that exceeds the scope of this license or breaches any relevant agreement, your license shall terminate immediately.
For the purposes of this Agreement, "Confidential Information" shall be deemed to include all the information and materials that: (i) if in written format is marked as confidential, or (ii) if disclosed verbally is noted as confidential at time of disclosure or (iii) in the absence of either (i) or (ii) is information which a reasonable party would deem to be non-public information and confidential, including, without limitation, all information provided on or through the Site or Service, trade secrets, inventions, research methods and projects, methods of compiling information, methods of creating database, data processing programs, software, computer models, source and object codes, product formulations, strategies and plans for future business, product and service development and ideas, potential acquisitions or divestitures, marketing ideas, financial information including with respect to costs, commissions, fees, profits and sales, mailing lists, information concerning our affiliates and customers, potential affiliates and customers and suppliers, and employee information including their respective salaries, bonuses, benefits, qualifications, abilities and contact information.
You acknowledge and agree that the nature of the Confidential Information to which you have, and will continue to have, access to derives value from the fact that it is not generally known and used by others in the highly competitive, international industry in which Company competes.
You acknowledge that you are receiving the Confidential Information in confidence and will not publish, copy or disclose any Confidential Information without prior written consent from Company. You further agree that you shall not attempt to reverse engineer, de-compile or try to ascertain the source code to our software or any other software supplied hereunder. You acknowledge that you will only use the Confidential Information to the extent necessary to use the Service and promote your business in accordance with your agreements with Company, and that you will use best efforts to prevent unauthorized disclosure of the Confidential Information to any third party.
You agree not to alone or in association with others use the Confidential Information to (i) solicit, or facilitate any organization with which you are associated in soliciting, any employee, affiliate or customer of ours to alter his, her or its relationship with us; (ii) solicit for employment, hire, or engage as an independent contractor, or facilitate any organization with which you are associated in soliciting for employment, hire, or engagement as an independent contractor, any person who was employed by or under contract with us at any time during the term of this Agreement (provided, that this clause (ii) shall not apply to any individual whose employment or contractual relationship with us was terminated for a period of one year or longer); or (iii) solicit business from or perform services for any customer, supplier, licensee, or business relation of ours; induce or attempt to induce, any such person or entity to cease doing business with us; or in any way interfere with the relationship between any such person or entity and us.
You agree that you will not make any derogatory statements, either oral or written, or otherwise disparage us, our products, employees, services, work or employment, and will take all reasonable steps to prevent others from making derogatory or disparaging statements. You agree that it would be impossible, impractical or extremely difficult to fix the actual damages suffered by reason of a breach of this paragraph, and accordingly hereby agree that Company may determine to recover damages sustained by reason of each such breach, without prejudice to Company's right to also seek injunctive or other equitable relief.
Other than as expressly provided for herein, in no event shall you be deemed by virtue hereof to have acquired any right or interest by license or otherwise, in or to the Confidential Information.
You agree that all originals and any copies of the Confidential Information remain the property of Company. You shall reproduce all copyright and other proprietary notices, if any, in the same form that they appear on all the materials provided by us, on all permitted copies of the Confidential Information made by you. You agree to return all originals and copies of all Confidential Information in your possession or control to us at its request.
You shall be liable for any and all breaches of this Agreement and any unauthorized use or disclosure of Confidential Information. If you become compelled by applicable law, regulation or legal process to disclose any of the Confidential Information, you shall promptly provide us with notice in order for us to seek a protective order or other appropriate remedy. Further, if you become compelled to disclose any of the Confidential Information, you must disclose only that portion of the Confidential Information you are legally required to disclose as confirmed by a legal opinion of your counsel at your expense.