These Terms of Service (the “Agreement“) as of the date of purchase (the “Effective Date”) between Man Games Lost, Inc., (the “Disclosing Party”) and yourself (the “Purchaser”) (the Purchaser referred to herein as “Receiving Party”).
WHEREAS, the Disclosing Party will release certain Confidential Information relating to professional athlete injury and game status to the Receiving Party for research, analysis, and entertainment purposes (the “Purpose”). NOW THEREFORE, the Receiving Party accepts to receive said Confidential Information for the Purpose and to abide by the terms and conditions, as set forth in this Agreement.
- Definition of Confidential Information. “Confidential Information” means any proprietary information, required for the Purpose, relating to professional athlete injury data, professional athlete performance data, statistical analysis of athlete and team data, formulas, processes, technology, or other business information. Without limiting the foregoing, confidential and proprietary information shall also include information regarding certain specifications, designs, plans, drawings, hardware, software (including algorithms and computer scripts in any particular processing language), data, datasets, analyses, methods, methodologies, prototypes, and/or other sports, sports injury, business, and technical information., and including all intellectual property, inventions, methods, applications, techniques, samples, materials, drawings, concepts, discoveries, improvements, and designs, whether or not patentable but specifically including patents and patent applications world-wide and any trade secrets, know how, results, or conclusion.
- Confidential Information includes i) written, visual or oral information which is confidential or proprietary in nature and ii) all written and oral discussions, plans, designs, protocols, procedures pertaining to any business relationship considered by the parties relating to the Purpose. Confidential Information does not include information which (a) is in the possession of the Receiving Party at the time of disclosure as shown by the Receiving Party’s files and records immediately prior to the time of disclosure, or (b) prior to or after the time of disclosure becomes part of the public knowledge or literature other than as a result of any improper inaction or action of the Receiving Party, (c) was rightfully received by the Receiving Party from a third party which has no duty or obligation of confidentiality and or non-disclosure to the Sponsor and or Disclosing Party (d) is approved by the Disclosing Party, in writing, for release, or (e) is required to be disclosed by applicable law or proper legal, governmental or other competent authority (provided that, where legally permissible, the party whose information is to be disclosed shall be notified sufficiently in advance of such requirement so that it may seek a protective order (or equivalent) with respect to such disclosure, which the other parties shall fully comply with), or (f) is developed by or for the Receiving Party independent of the disclosure hereunder as evidenced by written records.
- Nondisclosure of Confidential Information. The Receiving Party agrees not to use any Confidential Information released by Disclosing Party for its own use or for any reason other than the Purpose. The Receiving Party will not disclose any Confidential Information to third parties, other than directors, officers, employees, consultants and agents who are required to have the Confidential Information for the Purpose (each a “Representative”). The Receiving Party agrees that they will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the highest degree of care that the Receiving Party utilizes to protect its own Confidential Information of a similar nature, but in any event, not less than a reasonable standard of care. Prior to any such disclosure to a Representative, the Receiving Party shall have informed the Representative of the requirements of this Agreement and shall have obtained from such Representative an agreement requiring the Representative to protect the Confidential Information under terms and conditions substantially similar to those contained herein. The Receiving Party agrees to notify the Disclosing Party immediately in writing of any misuse or misappropriation of Confidential Information that may come to the Receiving Party’s attention under this Agreement.
- Publication. Proposed publications and presentations (including, without limitation, proposed abstracts for posters or podium presentations) shall be submitted to Disclosing Party for review and comment at least five (5) calendar days prior to submission for publication, public dissemination, or review by a publication committee. Where Disclosing Party indicates that the proposed publication or presentation contains Confidential Information, the Receiving Party shall remove such information from the publication or presentation.
- Ownership of Confidential Information. All right, title and interest in and to the Confidential Information shall remain the exclusive property of the Disclosing Party. No interest, license or any right, including any intellectual property rights, with respect to the Confidential Information, other than expressly set forth in this Agreement, is granted to the Receiving Party under this Agreement, by implication or otherwise.
- Disclaimer. With respect to the Confidential Information, the Disclosing Party makes no warranty of accuracy, reliability, completeness or fitness for any purpose. Confidential Information is provided on an “as is” basis and the Disclosing Party expressly disclaims any warranties whether express or implied, with respect to the Confidential Information. The Disclosing Party shall not be liable for any damages arising out of the evaluation or use of Confidential Information by Receiving Party.
- Return of Materials. Any confidential material or documents which have been furnished by Disclosing Party in connection with this Agreement will be promptly returned by the Receiving Party, accompanied by all copies of such documentation, within thirty (30) days after the written request of the Disclosing Party, except that Receiving Party may retain one (1) copy of such information for archival purposes to continue to determine its legal obligations hereunder, which copy shall be subject to obligations set forth herein.
- Term. This Agreement shall continue in full force and effect for a period of one (1) year from the Effective date. The confidentiality obligations imposed herein shall survive any termination of the relationship between the parties, and shall continue for a period of seven (7) years following the Effective Date of this Agreement.
- Equitable Relief. The Receiving Party hereto recognizes that a breach of its obligations under this Agreement may cause irreparable harm to the Disclosing Party that is inadequately compensable in damages and that, in addition to other remedies a Party may have available at law or equity, the Receiving Party agrees that the Disclosing Party is entitled to seek injunctive relief for such breach.
- Severability. If any provision of the Agreement is held to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provisions or part thereof and the remaining part of such provision and all provisions hereof shall continue in full force and effect.
- Waiver. No failure or delay by the Disclosing Party in exercising any right, power, or remedy shall operate as a waiver thereof, and no waiver will be effective unless it is in writing and signed by the waiving party. If the Disclosing Party waives any right, power or remedy such waiver will not waive any successive or other right, power or remedy such party may have under this Agreement.
- Miscellaneous. This Agreement shall be binding upon and for the benefit of the undersigned parties, their successors and permitted assigns, provided that this Agreement may not be assigned by the Receiving Party without the prior written consent of the Disclosing Party. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
- Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Province of Quebec, and shall be binding upon the parties to this Agreement in Canada and worldwide.
By clicking “I agree to the Terms of Service (data)” checkbox below I, the Receiving Party, confirm I have fully read, understood, and agree to the terms of the Agreement as of the Effective Date.