WashingtonLive, Inc.
TERMS AND CONDITIONS FOR Online Demos of Illumen Software
WashingtonLive, Inc. DBA Illumen ("Illumen"), in connection with a possible transaction between the user (“User” or “Company”), as conditioned by checking the box on the previous page, agreeing to the terms and conditions, is making available to the Company via an online demo certain confidential, proprietary or secret information relating to Illumen and its proprietary software, intellectual property, and customers ("Confidential Information"). Accordingly, and in consideration of the opportunity to receive and review the Illumen service and its Confidential Information, the sufficiency and receipt of which are hereby acknowledged, the User agrees as follows:
1. All information disclosed by Illumen to the User is property of Illumen. The User will hold all Confidential Information in strict confidence and will not disclose the Confidential Information to any third party. The User will not under any circumstances use the Confidential Information for any purpose other than to evaluate a possible transaction between Illumen and the User. The User will not use the Confidential Information in any way that is detrimental to Illumen.
2. The User will not make any copies, upload, republish, post or make other reproductions or summaries thereof, in any form or medium without the prior written consent of Illumen.
3. Because a misuse of Confidential Information could cause Illumen irreparable damage, Illumen shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any breach or threatened breach by the User of this Confidentiality and Non Disclosure Agreement. If Illumen prevails in any such action to enforce these Terms and Conditions agreement, the User shall reimburse Illumen for any and all costs incurred to protect its rights hereunder, including without limitation reasonably attorneys' fees, arbitrators' fees, court costs. Such reimbursed costs shall be in addition to all other costs, expenses and damages which Illumen may be awarded as a result of any breach of these Terms and Conditions and the enforcement of Illumen's rights hereunder.
4. These Terms and Conditions shall be governed by the laws of the State of Delaware. A waiver by Illumen of a breach of any provision of these Terms and Conditions shall not be considered to be a continuing waiver and shall not operate or be construed as a waiver of any subsequent breach. The rights of Illumen hereunder shall inure to the benefit of Illumen and its heirs, representatives, successors and assigns, and shall be binding upon the successors and assigns of the User. These Terms and Conditions continue in full force and effect for five years from the later to occur of the date it is executed or the date discussions between the parties end or are otherwise terminated.
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