This Non-Disclosure Agreement (this “Agreement”) is between Webroot Inc., a Delaware corporation (“Webroot”), and you, the individual attending the webinar, OR the entity you represent (“You”). BY ACCESSING WEBROOT’S WEBINAR OR BY OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT (THE FIRST DATE ON WHICH ANY SUCH ACTION OCCURS, THE “EFFECTIVE DATE”), YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE, YOU ARE NOT AUTHORIZED TO ACCESS THE WEBINAR. WEBROOT MAY MODIFY THIS AGREEMENT UPON NOTICE TO YOU. BY AGREEING TO THE MODIFIED AGREEMENT, YOU AGREE TO ALL OF THE MODIFICATIONS.
- For purposes of this Agreement:
- “Confidential Information” means all non-public or proprietary information or data disclosed by Webroot or its agents during or pursuant to the Webinar, including all such information or data relating to Webroot’s or its affiliates’ businesses, finances, technology, controls, practices, software programs, services, data, databases, business methods, algorithms, or trade secrets.
- “Employees” means Your employees.
- “Purpose” means Your evaluation of any Webroot products, services, materials, or information described in the Webinar.
- “Webinar” means the seminar provided by or on behalf of Webroot that is delivered via the Internet.
- You must protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as You protect your own confidential or proprietary information of a similar nature and with no less than reasonable care. You may not distribute, modify, or reproduce any Confidential Information and must only use Confidential Information for the Purpose. You must not reverse engineer, disassemble, or create other works from any software or hardware constituting or included in any Confidential Information. You must not disclose any such Confidential Information to any person or entity, except to Your Representatives who: (a) need to know the Confidential Information to assist You, or act on its behalf, in relation to the Purpose; (b) are informed in writing by You of the confidential nature of the Confidential Information; and (c) are subject to confidentiality duties or obligations to You that are no less restrictive than the terms and conditions of this Agreement.
- Notwithstanding the foregoing, You may disclose Confidential Information to the extent that such disclosure is: (a) approved in writing by Webroot; or (b) required by law or by the order of a court or similar judicial or administrative body; provided that You notify Webroot of such required disclosure promptly and in writing and cooperate with Webroot, at Webroot’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
- You will immediately notify Webroot upon discovery of any loss or unauthorized disclosure of the Confidential Information.
- Your obligations under this Agreement with respect to any portion of the Confidential Information will terminate when You can demonstrate that such Confidential Information: (a) was already lawfully known to You at the time of disclosure by Webroot; (b) was disclosed to You by a third party that had the right to make such disclosure without any confidentiality restrictions; or (c) is, or through no fault of Yours has become, generally available to the public.
- Nothing in this Agreement will be construed as: (a) granting to You any property rights, by license or otherwise, to any Confidential Information or to any invention, business method, patent, copyright, trademark, trade secret, or other intellectual property right related to such Confidential Information; or (b) require You and Webroot to proceed with any business relationship.
- ALL CONFIDENTIAL INFORMATION IS PROVIDED TO YOU “AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND. Webroot is not making any statement as to accuracy of any Confidential Information. You acknowledge that You have not relied on, and will not be relying on, any statements made by Webroot as to accuracy or sufficiency of any Confidential Information.
- This Agreement will terminate three (3) years after the Effective Date, or may be terminated by You or Webroot at any time upon thirty (30) days advance written notice to the other; except that Your obligations under this Agreement generally survive the expiration or termination of this Agreement for a period of three (3) years, and Your obligations with respect to Webroot’s trade secrets survive for as long as such Confidential Information qualifies as a trade secret under applicable federal, state and/or local law.
- This Agreement will be exclusively governed by the laws of the State of Colorado, U.S.A., without regard to any of its conflict of laws provisions that would cause the laws of another jurisdiction to apply. Any action or proceeding relating to this Agreement must be brought exclusively in a federal or state court located in Denver, Colorado, and You hereby consent to the exclusive personal jurisdiction and venue of these courts.
- You acknowledge that Your breach of this Agreement will cause Webroot irreparable damage, and You hereby agree that Webroot is entitled to injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
- If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
- All notices, consents, and approvals to Webroot under this Agreement must be delivered in writing by courier, by electronic mail (with delivery confirmation), or by certified or registered mail, (postage prepaid and return receipt requested) to Webroot at the address set forth at the end of this Agreement, and will be effective upon the earlier to occur of receipt or three (3) business days after being deposited in the mail. All notices, consents, and approvals to You under this Agreement may be delivered by email to an email address provided to Webroot by You.
- Webroot may assign or transfer its rights or obligations under this Agreement without Your express prior written consent. Your attempted assignment or transfer of this Agreement, or Your rights or obligations under this Agreement, is prohibited and will be null, void, and without effect.
- This Agreement constitutes the sole and entire agreement of You and Webroot with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
Address for Notice to Webroot:
385 Interlocken Crescent, Suite 800
Broomfield, CO 80021
Attn: Legal Department