Terms and Conditions

These Terms and Conditions (the "Terms and Conditions") set forth the terms upon which Infocomm Asia Holdings Pte. Ltd. (referred to herein as "we," "us" or "our") offers customers (referred to herein as "you" or "your") access to the game DRAGONICA, along with any additions or expansions thereto (collectively referred to herein as the "Game").

1. ACCEPTANCE

1.1. Acceptance of these Terms and Conditions. By registering for the game, you assert that you have read and understand these Terms and Conditions and that you agree to be bound by them. We have the right to revise this document at any time without providing notice to its users. Such modifications and updates shall be communicated to you through the Game website and/or direct email. Continued use of the Game and/or your Account shall be deemed irrevocable acceptance of those revisions. If you do not agree to any modification or update to these Terms and Conditions, please cancel your account created to give access to the Game and uninstall the Client.

1.2. Acceptance of the IAHGames Passport T&C, Code of Conduct, and Privacy Policy. By registering for the game, you also assert that you have read and understand our IAHGames Passport Terms and Conditions, including the Code of Conduct and Privacy Policy, which can be found at http://passport.iahgames.com/static/protocol.htm, and that you agree to be bound by them. The Code of Conduct and Privacy Policy are hereby incorporated into these Terms and Conditions by reference. We reserve the right to modify and update the Code of Conduct and Privacy Policy at any time. Such modifications and updates shall be published through the Game web site or the IAHGames Passport website and shall be effective upon publication. If you do not agree to the IAHGames Passport Code of Conduct or Privacy Policy, or do not agree to any modifications or updates to them, please cancel your Account(s) and uninstall the Client.

2. ACCESS TO IAHGAMES DRAGONICA

2.1. Access. Subject to these Terms and Conditions, we agree to permit you to use a valid, licensed copy of the Client, establish an Account (as defined below), and connect to the Game in consideration for your continued acceptance of and adherence to these Terms and Conditions, IAHGames Passport Terms and Conditions, the Code of Conduct, and Privacy Policy (collectively referred to as the "Dragonica Online Agreements").

2.2. Requirements. In order to access the Game, you must: (i) agree to the Dragonica Online Agreements, (ii) receive or download a valid copy of the Game Client, (iii) have a valid Account, (iv) install the Client on a computer meeting the system requirements established by us from time to time, and (v) have a suitable connection to the Internet (which is not provided by us) that permits you to be connected to the Game. As the Game will continuously evolve over time, we reserve the right to modify these requirements at our discretion.

2.3. Patches and Updates. We may require or provide patches, updates and modifications to the Game that must be installed for you to continue to play. We may update the Game remotely, including, without limitation, the Client residing on the user's machine, without your knowledge or consent, and you hereby grant us your consent to deploy and apply such patches, updates and modifications to the Game.

2.4. Denial or Suspension of Service. Notwithstanding the above, we reserve the right to deny, at our sole discretion, access to the Game at any time, without notice, for any or no reason, including, without limitation, violation of any of the Dragonica Online Agreements. We may, in our sole discretion, issue you a warning about any violation, or we may choose for whatever reason to immediately terminate or suspend any and/or all Accounts

3. ACCOUNTS AND SECURITY

3.1. Eligibility. Accounts are available only to individuals who are adults or, in the discretion of such an adult, his or her minor child. If you are a minor, your parent or guardian must complete the registration process, in which case your parent or guardian will take full responsibility for all obligations under the Dragonica Online Agreements. By accepting the Dragonica Online Agreements you represent that you are an adult and are either accepting these Terms and Conditions on behalf of yourself or on the behalf of your child, in which case you represent that you personally will be bound by all the terms and conditions hereof.

3.2. Account. To access the Game, you must create an account by completing the registration process (an "Account"). You must complete the registration process by providing us with current, complete and accurate information (including your email address) as prompted by the applicable registration form. You hereby promise and warrant that all information that you submit during the registration process is true and accurate.

3.3. Account Security. Maintaining your Account security is very important. You are entirely responsible for maintaining the confidentiality of your Account username and password. You agree to notify us immediately of any unauthorized use or theft of your Account or any other breach of security (and to provide properly documented evidence as reasonably requested by us). As the Account holder, you are responsible for all charges incurred, including applicable taxes, and all purchases made by you or anyone that uses your Account, including your family or friends or by unauthorized users.

3.4. Account Sharing or Transfers. You may not share or transfer your Account. Any distribution of your username and password is prohibited and may result in cancellation of your Account without refund and may subject you to charges based on unauthorized use. You may not use, or attempt to gain access to, whether authorized or not, anyone else’s Account at any time.

3.5. Termination of Accounts
(a) Termination by Us. You acknowledge that the Game is an online game that must be played over the Internet. You expressly acknowledge and agree that the Game is provided by us at our discretion and may be terminated or otherwise discontinued, in whole or in part, at any time. Accordingly, we have the right to terminate or suspend your Account(s) at any time for any reason or for no reason.
(b) Cancellation by You. You have the right to cancel your Account at any time for any reason or for no reason. You can cancel your Account(s) by following the procedures made available through the Game or online service. You understand and agree that, except as expressly provided by law, the cancellation of your Account is your sole right and remedy with respect to any dispute with us. This includes, but is not limited to, any dispute related to, or arising out of: (1) these Terms and Conditions and the other Dragonica Online Agreements or our enforcement or application of these Terms and Conditions and the other Dragonica Online Agreements; (2) the Game or any change to the Game; or (3) your ability to access and/or use the Game.
(c) Effect of Account Termination or Cancellation. Sections 3, 4.2, 4.3, 5, 6, 7, 8, 9, 10, and 11 of this Agreement shall survive the termination or cancellation of any Accounts for any reason.

4. OPEN BETA TESTING (OBT)

4.1. Participation in the OBT. By your participation in the OBT you are being provided access to limited features of the Game, in preparation for Official Launch. Game service provision will be limited, as such, and will not reflect the full range offered after the Official Launch.

5. RESERVATION OF RIGHTS

5.1. The Game is a copyrighted work owned by Barunson Interactive, us or our partners. We (and our partners) reserve the exclusive right to create derivative works based on the Game. You may not create any work of authorship or create any derivative works based on the Game, without our prior written permission. Any reproduction or redistribution of the Game or the Client not in accordance with the Dragonica Online Agreements is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

6. RESTRICTIONS AND CONDITIONS OF USE

6.1. No Violation of Laws. You may not, whether intentionally or unintentionally, violate any applicable local, or international law or regulation in connection with your use of the Game, including, without limitation, making available any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).

6.2. No Service Attacks. You may not institute, assist, or become involved in any type of attack, including without limitation denial of service attacks, upon the Game or otherwise attempt to disrupt the Game or any other person's use of the Game. Any such attempt is a violation of criminal and civil laws. In the event that you make or assist in such an attempt, we reserve the right to seek damages or criminal prosecution to the maximum extent permitted by law.

6.3. No Unauthorized Access. You may not attempt to gain unauthorized access to the Game, others' Accounts, or the computer systems or networks connected to the Game, whether through hacking, password mining, false Account key creation, or any other means.

6.4. No Data Mining. You may not obtain or attempt to mine any information from the Game or the Client through any means not intentionally made available by us through the Client. You may not reverse engineer, decompile or disassemble the Client, including any proprietary communications protocol used by the Client or the Game. You may not run a network analyzer or packet sniffer to intercept, decode or display any packets used to communicate between the Game servers and the Client. You may not use any third-party software that intercepts, "mines," or otherwise automatically collects information from or through the Game or the Client.

6.5. No Emulators. Only we may host the Game. You may not establish an emulated Game environment. You may not host, provide matchmaking services for, intercept, emulate or redirect the communication protocols used by us as part of the Game and the Client, regardless of the method used to do so. Such prohibited methods may include, but are not limited to, protocol emulation, reverse engineering, modifying the Client, adding components to the Client, or using any utility program to host the Game.

6.6. No Modifications, Cheats, Hacks or Third Party Software. You agree that you will not: (i) modify or cause to be modified any files that are a part of the Client installation or Client runtime environment; or (ii) create or use cheats, "mods", and/or hacks, or any other third-party software designed to modify the Game, the Client, (iii) otherwise create or use, in any way, anything that affects the intended game play mechanics of the Game, or (iv) use, create, upload, transmit, distribute or otherwise make available any viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Game. Notwithstanding the foregoing, you may update the Client with authorized patches, updates and expansions distributed by us.

7. USER CONTENT

7.1. Content and the Code of Conduct. "Content" means any communications, images, sounds, and all the material and information that you upload or transmit through the Game, or that other that users upload or transmit, including without limitation any chat text, which you may view or otherwise encounter when playing the Game. All Content that you transmit is subject to the Code of Conduct, which is incorporated herein by reference.

7.2. Ownership of Content. You acknowledge and agree that all Content is owned by us (and/or our partners) and is, at all times, our sole property and/or the sole property of our partners. You agree that you may not upload or otherwise transmit on or through the Game any Content that is subject to any third-party rights. If and to the extent you are deemed to have retained, under applicable law, any right, title or interest in or to any portion of any Content, you hereby transfer, grant, convey, assign and relinquish solely and exclusively to us all of your right, title and interest in and to such Content, without reservation and without additional consideration, under applicable patent, copyright, trade secret, trademark and other similar laws or rights, in perpetuity. To the extent such assignment is ineffective under applicable law, you hereby grant to us and our partners, including without limitation our respective successors and assigns, the sole and exclusive, irrevocable, sub-licensable, transferable, worldwide, paid-up license to reproduce, fix, adapt, modify, translate, reformat, create derivative works from, manufacture, introduce into circulation, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice such Content as well as all modified and derivative works thereof. To the extent permitted by applicable laws, you hereby waive any moral rights you may have in any Content.

7.3. Screening and Disclosure. We do not, and cannot, pre-screen Content, nor can we monitor all Content. However, our representatives may monitor your communications when you are playing the Game. You acknowledge and agree that you have no expectation of privacy concerning the submission of any Content. If you encounter something you find objectionable and in violation of any of the Dragonica Online Agreements, you can report it to Customer Support. We do not assume any responsibility or liability for Content that is generated by users of the Game. We have the right, but not the obligation, in our sole discretion to edit, refuse to post, or remove any Content, including, without limitation, any Content that is in violation of the provisions of the Dragonica Online Agreements. We also reserve the right, at all times and in our sole discretion, to disclose any Content as we deem necessary for any reason, including, without limitation, to satisfy any applicable law, regulation, legal process or governmental request.

8. IN-GAME ITEMS AND CURRENCY

8.1. Ownership of Items. You acknowledge and agree that all logins and passwords, characters, Accounts, in- game currency, items, information, and/or any other digital information or game asset acquired, accessed or created as a result of intended or unintended game play through the Game (collectively referred to as the "Virtual Items") are owned by us and are, at all times, our sole property. You hereby acknowledge and agree that you have no proprietary interest in the Virtual Items. You acknowledge that your use of any Virtual Items is subject to the terms and conditions of the Dragonica Online Agreements, and that: (i) the Virtual Items are protected by copyrights, trademarks, and other proprietary rights owned by us (collectively, "Rights"), and (ii) these Rights are valid, enforceable, and protected in all Items existing now or later developed, and (iii) your use of any Items shall subject to International copyright laws, other applicable laws, and the Dragonica Online Agreements, including, without limitation, this Section 8.

8.2. Out of Game Sales Prohibited. You acknowledge and agree that you are expressly prohibited from buying, selling, trading, offering to buy, offering to sell, or offering to trade (including, without limitation, on any website) any Virtual Items (including, without limitation, any Accounts) in exchange for real world currency, including without limitation, the Singapore Dollar, United States Dollar, Philippine Peso, Malaysian Ringgit, Thai Baht, or Vietnamese Dong ("Prohibited Transaction").

8.3. Notice of Wrongdoing. You are hereby notified that engaging in a Prohibited Transaction, in addition to violating these Terms and Conditions, constitutes an unauthorized modification of the Game and the Accounts involved in the Prohibited Transaction, is an unauthorized modification of proprietary information, an unauthorized use of the Game, and a violation of our intellectual property rights. In addition, engaging in a Prohibited Transaction may constitute a willful interference with our contractual or business relationships.

8.4. Audit Rights. In the event that we reasonably determine that you are engaging in Prohibited Transactions, we may cause an audit to be made, at our expense, of your applicable documents, books, financing statements or any other records in order to verify the occurrence of Prohibited Transactions through one or more Accounts. Any such audit shall be conducted by us or our representative during normal business hours.

8.5. LIQUIDATED DAMAGES. In the event that you engage in a Prohibited Transaction, you hereby agree that your purchase of the Game and your agreement to these Terms and Conditions shall not be considered a retail purchase of services primarily for your personal, family or household purposes. Additionally, you hereby agree that it is impracticable or extremely difficult to fix any measure of actual damages that would be sustained by us if you violate this Section 8. You further acknowledge and agree that this liquidated damages provision is reasonable under the circumstances that exist as of the time of your agreement to these Terms and Conditions. ACCORDINGLY, YOU HEREBY AGREE THAT A REASONABLE APPROXIMATION OF THE DAMAGES SUFFERED BY US FOR VIOLATION OF THIS SECTION 8 SHALL BE DETERMINED AS THE GROSS AMOUNT RECEIVED AND/OR PAID, OR THE AMOUNT OFFERED TO RECEIVE AND/OR OFFERED TO PAY, AS THE CASE MAY BE, BY YOU FOR EACH PROHIBITED TRANSACTION IN WHICH YOU ENGAGE, PLUS ANY AND ALL ATTORNEY'S FEES INCURRED IN CONNECTION WITH THE ENFORCEMENT OF THIS SECTION 8.

8.6. Example of Prohibited Transactions. For the avoidance of doubt, and in no way limiting the foregoing, it is a Prohibited Transaction to offer Virtual Items (whether or not held by Accounts owned by you) for sale outside of the Game, on a website, through in-game chat services, or any other medium, other than authorized in-Game "auction houses". If we determine that you are offering Virtual Items for sale through means other than the authorized in-Game "auction houses" (subject to Section 8.7 below), the offer alone constitutes a Prohibited Transaction and you will be responsible to pay us, as liquidated damages, the amount offered. We will also be entitled to conduct an audit of your books and records to determine the existence of other Prohibited Transactions. The agreed upon damages for a Prohibited Transaction shall be calculated, as an example and in no way limiting the foregoing, as follows: if you purchase Items from a third party for $100, and later sell such Items for $200, you shall be required to pay us $300 plus attorney's fees as liquidated damages for: 1) the purchase of said Items and 2) for the sale of said Items as two separate Prohibited Transactions. You will also remain responsible and liable for any other Prohibited Transactions.

8.7. Use of Game features Allowed. The foregoing notwithstanding, to the extent that the features of your account permit you to do so, and provided you are not in breach of the Dragonica Online Agreements, utilizing the in game mail system, player “Market”, or an authorized in-game seller of ‘premium items’ in connection with Virtual Items will not be considered a Prohibited Transaction.

8.8. Survival. This Section 8, including the liquidated damages provision contained herein, shall survive the termination of this Agreement for any reason, including, without limitation, the cancellation of any Accounts for violations of this Agreement.

9. DISCLAIMER OF WARRANTIES

9.1. To the maximum extent allowed by law, neither we, nor our affiliates, business partners (including without limitation, BARUNSON), subsidiaries, officers, directors, stockholders, officers, employees, licensors, distributors, sublicensees, agents or subcontractors (collectively, the "Disclaimed Parties") warrant any connection to, transmission over, or results or use of, any network connection or facilities provided (or failed to be provided) through the Game.

9.2. YOU EXPRESSLY AGREE THAT THE USE OF THE GAME AND THE CLIENT IS AT YOUR SOLE RISK. THE GAME AND CLIENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE PROVIDE THE SERVICE ON A COMMERCIALLY REASONABLE BASIS AND DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT TIMES OR LOCATIONS OF YOUR CHOOSING, OR THAT WE WILL HAVE ADEQUATE CAPACITY FOR THE SERVICE AS A WHOLE OR IN ANY SPECIFIC GEOGRAPHIC AREA.WE FURTHER DO NOT WARRANT THE SERVICE FUNCTIONS, EFFECTIVENESS, ACCURACY AND SAFETY EITHER IN TERMS OF CONTEXT OR USE.

10. SOLE AND EXCLUSIVE REMEDY; LIMITATION OF LIABILITY; INDEMNIFICATION

10.1. YOU ACKNOWLEDGE AND AGREE THAT THE SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE SERVICE, AND TO CANCEL YOUR ACCOUNT(S).

10.2. THE DISCLAIMED PARTIES ASSUME NO RESPONSIBILITY FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, GAME PLAY, VIRTUAL ITEMS OR CHARACTERS FROM DELAYS, NONDELIVERIES, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OR SERVICE INTERRUPTIONS WHETHER OR NOT CAUSED BY THE DISCLAIMED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMED PARTIES ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT BY THEM OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE SERVICES OR USE OF THE GAME OR CLIENT. IN NO CASE SHALL THE DISCLAIMED PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE GAME OR THE CLIENT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE GAME OR INTERACTIONS WITH US. IN NO CASE SHALL THE LIABILITY OF THE DISCLAIMED PARTIES TO YOU EXCEED THE AMOUNT THAT YOU PAID TO US OR OUR DESIGNEES DURING THE PRIOR ONE (1) MONTH PERIOD FOR ACCESS TO THE GAME. Because some countries or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, the liability of the Disclaimed Parties shall be limited to the fullest extent permitted by law.

10.3. You hereby agree that we would be irreparably damaged if the terms of these Terms and Conditions were not specifically enforced, and therefore you agree we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these Terms and Conditions, in addition to such other remedies as we may otherwise have available to us under applicable laws. In the event any litigation is brought by either party in connection with these Terms and Conditions, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

10.4. You agree to indemnify and hold the Disclaimed Parties, harmless from any claim, demand, or damage, including reasonable attorneys’ fees, asserted by any third-party due to or arising out of any breach by you of these terms and conditions or any of the other Dragonica Online Agreements.

11. GENERAL

11.1. These Terms and Conditions are governed by the laws of Singapore. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts sitting in Singapore for all disputes arising out of or relating to the Game.

11.2. You agree to abide by Singapore and other applicable export control laws and not to transfer, by electronic transmission or otherwise, any material subject to restrictions under such laws to a national destination prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization.

11.3. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms and Conditions or use of the Game and/or the Client.

11.4. We may assign these Terms and Conditions or any of the other Dragonica Online Agreements, in whole or in part, at any time. You may not assign these Terms and Conditions or any of the other Dragonica Online Agreements without our prior written approval.

11.5. If any part of these Terms and Conditions or any of the other Dragonica Online Agreements are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms and Conditions and the other Dragonica Online Agreements shall continue in effect.

11.6. Notwithstanding anything in these Terms and Conditions to the contrary, you hereby acknowledge that IAHGames direct and indirect partners, including without limitation, BARUNSON, are third-party beneficiaries of these Terms and Conditions and the other Dragonica Online Agreements and have the right to bring an action directly against you for breach of these Terms and Conditions to the extent required to enforce their respective rights in and to the Game.

11.7. These Terms and Conditions, including the documents expressly incorporated by reference, constitute the entire agreement between you and us with respect to the Game and such agreements supersede all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to the Game. You represent that you have not relied on any such communications in choosing to accept these Terms and Conditions.

11.8. A printed version of these Terms and Conditions and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

11.9. Our failure to enforce at any time any of the provisions of these Terms and Conditions or any of the other Dragonica Online Agreements shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of these Terms and Conditions or any of the other Dragonica Online Agreements shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

11.10. All notices given by you or required under these Terms and Conditions or any of the other Dragonica Online Agreements shall be in writing and addressed to: IAHGames 28 Maxwell Road #04-01 Red Dot Traffic Singapore 069120.

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Agreement is entered immediately between the user (hereinafter “Receiving Party”) and Cyber Gateway (L) Pte Ltd, Labuan corporation, with its registered office at Lot 4, 2nd Floor Wisma Kishan Singh, No. U0229D Jalan Kemajuan, 87007 F.T. Labuan, Malaysia (hereinafter “Disclosing Party”) in connection with the Receiving Party being desirous of services provided by the “Disclosing Party” and of the “ Disclosing Party” as a service provider of services desirous of by the “Receiving Party”.

The purpose of this agreement is to prevent the unauthorized disclosure of certain proprietary and confidential information (“Confidential Information”) as defined below that the Receiving Party will be privy to in the course of the work described above.

Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” shall include all information or material that has or could have commercial value or other utility in the business in which Disclosing Party is engaged, and may be in any form, tangible or intangible, including intellectual property, business ideas, sample products, and product information.

Exclusions from Confidential Information
Receiving Party’s obligations under this Agreement do not extend to information that is:
(a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party;
(b) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party’s representatives;
(c) was received by Recipient without breach of this Agreement from a third party without restriction as to the use and disclosure of the information; or
(d) required to be disclosed pursuant to a court or government order;
(e) is disclosed by Receiving Party with Disclosing Party’s prior written approval.

Obligations of Receiving Party
Receiving Party shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Disclosing Party, and agrees to take all steps reasonably necessary to protect the secrecy of the Confidential

Information, and to prevent the Confidential Information from falling into the public domain or into the possession of unauthorized persons. Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party’s own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information. Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.

Ownership of Confidential Information
Recipient agrees that all Confidential Information shall remain the property of Disclosing Party, and that Disclosing Party may use such Confidential Information for any purpose without obligation to Recipient. Nothing contained herein shall be construed as granting or implying any transfer of rights to Recipient in the Confidential Information, or any patents or other intellectual property protecting or relating to the Confidential Information. Severability If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

Waiver
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

Time Periods
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.



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