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Terms Of Use

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE REGISTRATION AND ACCESS PROCESS, YOU AGREE TO THE FOLLOWING TERMS OF USE (THE "AGREEMENT") GOVERNING YOUR USE OF THE TURBOCOMPLIANCE WEBSITE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT ACCESS TURBOCOMPLIANCE.COM.

This Non-Disclosure Agreement (Agreement) becomes effective as of the date of your pressing the "I Accept" button below by and between, TurboCompliance, NetWare Technologies, LLC and Vortex Networks, LLC (Company) AND the Undersigned.

NOW, THEREFORE, in consideration of the mutual promises set forth above and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

The terms Company and Undersigned shall include any employees, independent contractors, officers, directors, agents, assigns, shareholders, partners, members or other beneficial owners of each party (collectively referred to as Affiliate) and any employee, independent contractor, officers, directors or beneficial owners of an Affiliate.

"Confidential Information" in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned by the Undersigned, pertaining in any manner to the business of the Company or to the Company’s affiliates, subsidiaries, consultants or business associates, whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential by the Company or otherwise provided by the Company.  "Confidential Information" includes, without limitation, the following: (a) contacts, schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, source code, design drawings and manuals, and improvements; (b) information about costs, profits, markets and sales; (c) plans for future development and new product concepts; and (d) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been, will be given or were exposed to Undersigned by the Company, as well as written or verbal instructions or comments.

“Intellectual Property” means any patent, design right, copyright, trade name, trademark, graphics, logo, service mark (and any application or registration respecting the foregoing), database right, strategic partnership (i.e., Company relationships and contacts), trade secret, know-how and/or other present or future intellectual property right of any type, wherever in the world enjoyable.

1. Non-Disclosure. Undersigned shall hold all Confidential Information (as defined above) in strict confidence and shall not disclose any Confidential Information to any third party, without the prior written approval of the Company.  Undersigned shall disclose Confidential Information only to an individual or entity that requires such information in order to evaluate a possible business transaction with the Company, provided the same has signed agreements that obligate them to treat Confidential Information as required under this Agreement. Undersigned shall not use any Confidential Information for any purpose except to evaluate a possible business transaction between the parties. Undersigned shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Confidential Information; provided, however, that such measures shall be no less stringent than measures taken to protect its own confidential and proprietary information.  Each party agrees that it will not interfere with any business of the other party through the use of any Confidential Information acquired hereunder nor use any Confidential Information for its own account.  The Company is neither responsible nor liable for any business decisions made by the Undersigned in reliance upon any Confidential Information disclosed pursuant hereto.

2. Use of Information by Recipient. Undersigned agrees to use the Confidential Information only for the purposes of evaluating the possibility of a future collaboration between the parties and in connection with such future collaboration.  Undersigned agrees to restrict disclosure of the Confidential Information solely to its employees and agents who have a need to know such Confidential Information and to advise such persons of their obligations hereunder.  Further, Undersigned shall not disclose the Confidential Information to third parties, including independent contractors or consultants, without the prior written consent of the Company, and third parties must execute this Agreement with the Company.  Undersigned agrees to use reasonable means, not less than those used to protect its own proprietary information, to safeguard Confidential Information.

3. Non-Circumvention/No Reverse Engineering.  During the term of this Agreement, and for a period of twenty-four (24) months after the termination of this Agreement, in writing, Undersigned and its officers, directors and shareholders, separately and individually, will not make any effort to circumvent the terms of this Agreement or in any way reverse engineer any Intellectual Property or Confidential Information.  Additionally, Undersigned shall not take any action to indirectly gain the benefits of the Confidential Information or Intellectual Property, including but not limited to (a) contracting directly with any employee, independent contractor, consultant or Strategic Partner of the Company or (b) hiring or contracting with any future employee, independent contractor, consultant or Strategic Partner of the Company.

4. Remedies. The parties recognize that any violation of this Agreement shall cause the Company irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate.  Therefore, each party agrees that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the Company deems appropriate.  This right shall be in addition to any other remedy available to the Company in law or equity.

5. Ownership of Confidential Information and Intellectual Property. Each of the parties hereto retains title to its respective Confidential Information and Intellectual Property and all copies thereof. Undersigned hereby acknowledges that the Confidential Information and Intellectual Property comprise Trade Secrets of the Company. Further, each party represents that it has no agreement with any other party that would preclude its compliance with this Agreement.

6. General. Any notice provided under this Agreement is deemed given when (a) delivered personally, (b) sent by confirmed fax, (c) sent by commercial overnight courier with written verification of receipt, or (d) mailed postage prepaid by certified or registered mail, return receipt requested, to the party to be notified, at the address of record with either the Division of Corporations in their state of incorporation or Registrar of the party’s email url.  Such notice is deemed received upon the earlier of actual receipt or 3 business days after dispatch.  If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.  Every clause or provision of this Agreement shall be independent of and severable from the other clauses and provisions hereof.  Undersigned obligations hereunder shall survive the termination of this Agreement for a period of 2 years.  The relationship of the Parties hereunder is that of independent contractors.  Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.  This Agreement contains the entire agreement between the parties relating to this subject matter; supersedes all prior or simultaneous representations, discussions, negotiations and agreements, and may be modified only in writing signed by the Company.  The Client agrees that the Company shall recover any fees, costs and/or expenses reasonably incurred to enforce this Agreement and shall recover damages for any violation hereunder.  This Agreement shall be governed by Florida Law as applied to agreements entered into and performed entirely within Florida between Florida residents.  Venue shall be proper as elected by the Company in either Lake or Orange County, Florida or New Castle County, Delaware and each party hereby submits to the jurisdiction of, and waives any venue objections against the same. This Agreement has been negotiated by the respective parties hereto and their attorneys and the language hereof shall not be construed for or against any party. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole.

This Agreement may be executed in separate counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same instrument.

By requesting access I affirm that all the information provided is true, and agree to the Terms of Use Agreement.

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