This non-disclosure agreement (hereinafter the “Agreement”) is made by and between:
DxO Labs S.A.
, a company duly incorporated under the laws of France having its registered offices located at 3, rue Nationale, F-92100 Boulogne, acting on its own behalf, (hereinafter “DxO” or the “Discloser”),
a visitor of the website
(hereinafter the “Receiver or “You” or "your"),
Hereinafter referred to collectively as the “Parties” or individually as a “Party”.
DxO is the sole owner of the website www.dxomark.com (hereinafter the “Site”) and its content. DxO has copyrights on the Site where information regarding the image quality performance of commercial digital cameras (hereinafter the “Content”) are published.
The Site is not yet open to public, and its access is restricted by login and password. DxO may at any time and at its own convenience make the Site available to the internet audience (hereinafter the “Launch”). Until the Launch, Content along with any other information provided by DxO to the Receiver shall be considered as confidential (hereinafter the "Confidential Information").
You wish to be authorized to access Content before the Launch in order to provide DxO with comments and remarks, and/or discuss potential collaboration (hereinafter the “Purpose”).
NOW it is hereby agreed as follows
1. You must accept the terms and conditions of this Agreement in order to become authorized to access Content. By clicking on the "I agree” button, You are deemed to have read and understood the terms and conditions of this Agreement and accepted them. If you do not accept the terms and conditions of this Agreement you are not allowed to access Content.
2. This Agreement shall come into force on the first date on which You click on the "I agree" button on the Website (the "Effective Date") and shall remain in effect until the Launch (the “Termination Date”).
3. Under this Agreement, DxO will disclose to You the Content and the Confidential Information.
4. The Receiver agrees to retain any and all Confidential Information received from the Discloser in confidence (hereinafter “Obligation of Confidence”) in accordance with the provisions of this Agreement.
5. The Receiver agrees:
- to use such Confidential Information only for the Purpose;
not to use or disclose Confidential Information to any third party except with the prior written consent of the Discloser;
to use the same degree of care in order to prevent the unauthorized use, dissemination or publication of the Confidential Information as it uses to protect its own information of a similar nature;
to restrict disclosure of such Confidential Information to its employees with a need to know basis (and advise such employees of the obligations assumed herein).
6. The Receiver agrees that its Obligation of Confidence with respect to any Confidential Information received hereunder shall remain in effect as indicated in clause 11
, regardless of termination of this Agreement as indicated hereunder in clause 10
7. All rights to Confidential Information are reserved by the Discloser, neither this Agreement nor the disclosure of Confidential Information hereunder shall be construed as:
granting rights by license or otherwise under any trademark, patent, copyright or other intellectual property right;
- creating warranties or representations of any kind;
- creating a commitment as to any product or service; or
soliciting any business or incurring any obligation not specified herein.
The Receiver undertakes not to interfere with, disrupt or attempt to disrupt the relationship whether contractual or otherwise, between the Discloser and any of its employees.
8. The Parties shall adhere to all applicable laws, regulations and rules relating to the export of technical data, including without limitation those of the Bureau of Industry and Security of the U.S. Department of Commerce, and shall not export or re-export any technical data received hereunder without proper authorization.
9. The Parties agree that any violation or threatened violation of this Agreement by the Receiver will result in irreparable harm to the Discloser for which damages would be an inadequate remedy and, therefore, in addition to any other available remedies, the Discloser shall be entitled to equitable relief, including both temporary and permanent injunctions, to prevent any unauthorized use or disclosure of its Confidential Information by the Receiver.
10. In the event of
, DxO shall bring any action to enforce or protect any of its rights under this Agreement, and DxO shall be entitled to recover, in addition to its damages, its reasonable attorneys’ fees and costs incurred in connection therewith. This Agreement shall govern the relation between the Parties from the Effective Date to the Termination Date, unless anticipated termination by mutual consent or by the Discloser by giving to the other no less than one (1) week’s prior notice.
11. The Receiver may from time to time provide suggestions, comments or other feedback (“Feedback”) to the Discloser with respect to Confidential Information provided originally by the Discloser. Both parties agree that all Feedback is and shall be given entirely voluntarily. Receiver will not give Feedback that is subject to license terms that seek to require any Discloser’s product, technology, service or documentation incorporating or derived from such Feedback, or any Discloser’s intellectual property, to be licensed or otherwise shared with any third party. It is understood and agreed between the Parties that the Intellectual Property Rights to the Feedback will be the entire property of, and vested with, the Discloser.
12. The provisions of
clauses 4 to 6 and 8 to 10
of this Agreement shall survive any termination for a period of five (5) years.
13. Subject to further and opposite agreement between the Parties, Confidential Information and/or all copies or reproductions shall be destroyed immediately upon termination of this Agreement. Upon request of the Discloser, the Receiver shall certify in writing that all materials containing such Confidential Information have been destroyed.
14. The Discloser makes no warranties, including warranties of merchantability, fitness for a particular purpose or 3rd party infringement under this Agreement. Any Confidential Information provided is subject to change by the Discloser and is supplied “as is”.
15. This Agreement shall be governed by and construed under the laws of France. Any dispute under this Agreement shall be settled, if possible, through good faith negotiations between the Parties. If such good faith negotiations are unsuccessful, either Party may, after thirty (30) days written notice to the other Party submit the disputes to the jurisdiction of the competent Tribunals in Paris.
16. This Agreement constitutes the entire understanding between the Parties in respect to Obligation of Confidence and supersedes any previous agreements, understandings or undertakings. No amendment or modification of this Agreement shall be valid or binding on the Parties unless made in writing and signed on behalf of each of the Parties.
17. No Party shall be entitled to assign, transfer or convey this Agreement or any of its rights or obligations hereunder, in whole or in part, by cooperation of law or otherwise, without the prior and written consent of the other Party, and any attempt to do so without such consent shall be void.
18. Neither Party will make any public disclosure of the existence or the terms of this Agreement without the prior and written consent of the other.
19. As witness this Agreement has been accepted on behalf of each Party by a duly authorized representative as of the Effective Date.