| Confidentiality and Non-Disclosure Agreement Governing EffectiveTeams™ Video and other Materials and Information
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| This Agreement relates to the Video, presentation and trial materials, and other confidential information of Personal Pathways, which is not to be shared with third parties, including companies offering similar products or services to Personal Pathways.
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| IMPORTANT – READ CAREFULLY:
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| BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPTANCE BUTTON, YOU WARRANT THAT YOU: (i) HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND (ii) ARE 18 YEARS OF AGE OR OLDER. IF YOU DO NOT AGREE WITH THIS AGREEMENT OR ARE NOT 18 YEARS OF AGE OR OLDER, YOU MUST NOT CLICK THE ACCEPTANCE BUTTON; YOUR REGISTRATION PROCESS WILL BE DISCONTINUED AND YOU MAY NOT USE THE SERVICES.
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| This Agreement is a legal and binding instrument entered into as of the date you accept the Agreement by and between Personal Pathways, LLC (“Personal Pathways”) and you relating to the “EffectiveTeams” video (the "Video") and other information provided to you. Personal Pathways reserves the right to amend this Agreement from time to time. The most current version of this Agreement can be reviewed by clicking the "Terms of Service" hypertext link located on the Personal Pathways web page for this Video and shall control if different than this Agreement.
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| 1. Confidential Information. The Video displays information that is confidential and proprietary to Personal Pathways, including information relating to Personal Pathway’s methodologies, including Personal Pathway’s proprietary structures and design, and algorithms, including algorithms for associating and linking appropriate records. You may receive other confidential and proprietary information from Personal Pathways in connection with the Video, the associate presentation and presentation and trial materials, and Personal Pathway’s products and services as well. You acknowledge that the Video will provide you with information of a confidential or proprietary nature, including information relating to such algorithms and methodologies. The Video and other associated information and materials provided by Personal Pathways, including but not limited to Personal Pathways’ methodology and product offerings, capabilities and pricing are highly confidential (“Confidential Information”). You agree to hold all such Confidential Information in confidence and not to disclose such information or use such information other than in connection with services provided by Personal Pathways. You agree not to make Personal Pathway’s Confidential Information available in any form to any third party (other than to other individuals under nondisclosure obligations to Personal Pathways). Notwithstanding the foregoing, Personal Pathways agrees that you may disclose Confidential Information if required by law, provided you provide prompt notice of such disclosure to Personal Pathways and cooperate in seeking any confidentiality agreement or protective order with respect to such disclosure. Confidential Information shall not include: (i) information which is in the public domain through no fault of you or any other person under an obligation to maintain such information in confidence; (ii) information which you can show was in your possession prior to viewing the Video other than information received directly or indirectly from Personal Pathways or a person under a confidentiality agreement with Personal Pathways; or (iii) information which you receive from third parties not under any obligation of confidentiality.
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| 2. Intellectual Property. Personal Pathways owns and retains all proprietary rights in the Video and in any information, photographs, stories or communications contained therein, including information relating to Personal Pathway’s methodologies, including Personal Pathway’s proprietary structures and design, and algorithms, including algorithms for associating and linking appropriate records (collectively, "Content"). The Video includes copyrighted material, trademarks, and other proprietary information, including the Content, of Personal Pathways and its licensors. You agree that you receive and have no right to the Video or any Content except as provided by the license above. To the extent that you provide Personal Pathways with any feedback or input on the Video or its Content, Personal Pathways shall have the right to utilize all such feedback or input in developing its services and products and shall own all products thereof.
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| 3. Video and License. Upon and subject to your acceptance and compliance with these Terms of Service, Personal Pathways grants you a personal nonexclusive license to view the Video as it currently exists and as it may be updated from time to time on your computer terminal. This license is granted subject to the restrictions set forth in the next Section, and is revocable by Personal Pathways at any time and for any reason.
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| 4. Restrictions. Your license does not include: (a) any resale or commercial use of the Video or of its contents, or any portion thereof; (b) any right to create derivative works or to reverse engineer, disassemble, modify, alter or incorporate the Video or its contents or any portion thereof; (c) any right to download, copy, reproduce, broadcast or sublicense the Video or any portion thereof or to use data mining, robots, or similar data or information gathering and extraction tools; or (d) any right to otherwise exploit for any commercial purpose the Video or its contents or any portion thereof. All use of the Video and its contents shall comply with this Agreement and with the Terms of Use of the Personal Pathways website. Any unauthorized use terminates the permission or license granted by Personal Pathways.
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| 5. Disclaimers and Limit on Liability. THE VIDEO IS PROVIDED BY PERSONAL PATHWAYS ON AN "AS IS" BASIS AND IS SUBJECT TO THE DISCLAIMERS AND LIMITS ON LIABILITY SET FORTH IN THE WEB SITE TERMS OF USE.
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6. Other Terms
If there is any dispute about or involving the Video or its Contents, you agree that the dispute will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. You agree to that any such dispute shall be resolved through binding arbitration in accordance with the Commercial Rules of the American Arbitration Association by a single arbitrator nominated by Personal Pathways and reasonably consented to by you. The venue for such arbitration shall be Washington, D.C. You agree to defend, indemnify, and hold harmless Personal Pathways, its board members, officers, members, employees, advisors, contractors and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your breach of the terms of these Terms of Service. Personal Pathways will provide notice to you promptly of any such claim, suit, or proceeding and will assist you, at your expense, in defending any such claim, suit or proceeding. These Terms of Service constitute the entire agreement between you and Personal Pathways regarding the Video and Content. The failure of Personal Pathways to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
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| Updated on September, 2014 |
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