Terms and conditions for use of the Isomorphic Wiki
This Wiki is governed by this Agreement ("Agreement") formed between Isomorphic Software, Inc. ("Isomorphic") and the person or entity named who has accessed the Wiki ("Recipient"). By using the Isomorphic Wiki, you agree to abide by the terms and conditions stipulated below
1. Purpose. Certain confidential and proprietary information may be disclosed by Isomorphic to Recipient for the purpose of furthering a mutual business relationship. Recipient agrees that confidential information is valuable to Isomorphic, and that such information shall be kept in strict confidence and used only as set forth herein.
2. Identification. "Confidential Information" shall mean any and all information that is not generally disclosed to the public by Isomorphic, including, but not limited to, software in any form, documentation, software APIs, specifications, designs, schema, protocols, algorithms, techniques, trade secrets, research, product plans, marketing plans, finances, pricing, customer information, and employee information. Confidential Information may be disclosed to Recipient in verbal, electronic, visual, or tangible form.
3. Exclusions. Confidential Information does not include information which Recipient can establish by legally sufficient evidence either: (i) was, prior to receipt from Isomorphic, in the possession of Recipient, without an obligation to maintain its confidentiality; (ii) is or becomes generally known to the public without violation of this Agreement and without violation of any other obligation of confidentiality owed to Isomorphic; (iii) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; or (iv) is independently developed by Recipient without use of or reference to Isomorphic's Confidential Information.
4. Obligations. Recipient shall take all reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to prevent the disclosure of Isomorphic's Confidential Information to any third party. Recipient shall use Isomorphic's Confidential Information only in a manner consistent with the terms of this Agreement and only in furtherance of the business relationship between Isomorphic and Recipient. Recipient's internal disclosure of Isomorphic's Confidential Information shall be limited to those employees, agents or contractors with a demonstrable need to know such information in connection with this Agreement, and only insofar as such persons are bound by written nondisclosure agreements consistent with this Agreement. Recipient shall promptly notify Isomorphic of any unauthorized disclosure or use of Isomorphic's Confidential Information, and shall cooperate with Isomorphic to regain possession of such information and to prevent its further unauthorized disclosure or use. If Recipient is compelled to disclose Isomorphic's Confidential Information pursuant to a judicial or other governmental order, Recipient shall give Isomorphic reasonable prior written notice and opportunity to object to such disclosure, shall seek confidential treatment of the information disclosed, and shall comply with any applicable protective order or similar protection. Recipient's obligations hereunder with respect to each item of Isomorphic's Confidential Information shall survive for a period of five (5) years from the date of disclosure to Recipient.
5. Ownership. Isomorphic shall retain sole and exclusive title to, ownership of, all rights in and control over the use of all its Confidential Information. Nothing in this Agreement is intended to grant any right or license to, or waiver of, any intellectual property rights of Isomorphic.
6. Return. Upon either the termination of this Agreement, or Isomorphic's written request, Recipient shall promptly: (i) cease all use of Isomorphic's Confidential Information; (ii) return or destroy all such information, in whatever form, that is in Recipient's possession; and (iii) certify to Isomorphic, in writing by an authorized representative of Recipient, that all such information has been returned or destroyed.
7. Equitable Relief. Recipient agrees that its obligations hereunder are necessary and reasonable to protect the business of Isomorphic, and that monetary damages would be inadequate to compensate Isomorphic for unauthorized disclosure or use of Confidential Information. Recipient agrees that any breach or threatened breach of these obligations would cause irreparable harm to Isomorphic and that Isomorphic shall in such event be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief (without posting of a bond) as may be deemed proper by a court of competent jurisdiction.
8. No Warranty. THE CONFIDENTIAL INFORMATION IS PROVIDED ''AS-IS'' AND ISOMORPHIC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION.
9. Conduct. The Recipient agrees to use the Isomorphic Wiki for purposes related to Isomorphic products and to not register any slanderous, malicious or inflammatory comments or postings that would in anyway bring into disrepute the Isomorphic product, company or services. Failure to comply with this request will result in immediate removal of rights to access the Isomorphic Public Wiki
10. General (a) This Agreement is the entire agreement between the parties concerning this subject matter, and supersedes all prior or contemporaneous understandings between the parties. This Agreement may not be amended except in writing signed by authorized representatives of both parties. (b) All provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns, provided, however, that Recipient may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of Isomorphic. (c) This Agreement shall be governed by and interpreted in accordance with the laws of the State of California without giving effect to its choice of law principles. Any legal action regarding this Agreement will be heard in the state or federal courts having jurisdiction in San Francisco County, California, and Recipient hereby submits to the personal jurisdiction and venue of such courts. (d) The prevailing party in any action or proceeding to enforce the provisions of this Agreement shall be entitled to recover all reasonable attorneys' fees and expenses incurred in connection therewith. (e) The parties agree to comply strictly with all applicable export control laws and regulations with respect to Confidential Information. (f) If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect. (g) The failure of either party to require the other party's performance of any provision herein shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision herein be taken or held to be a waiver of the provision itself. (h) This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. This Agreement may be executed by facsimile signatures.