PRODUCT PORTAL TERMS AND CONDITIONS
The following terms and conditions (the “Portal Terms”) constitute a binding agreement between you and Mono Slab EZ Form LLC (“Mono Slab® EZ Form,” “we,” or “us”) with respect to your access to and use of Mono Slab® EZ Form’s product portal (the “Portal”) and the Portal Information (as defined in Section 1 below). By CLICKING THE “I ACCEPT” BUTTON BELOW, OR BY accessing or using the PORTAL in any manner, you: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE PORTAL TERMS and OUR WEBSITE TERMS AND CONDITIONS, WHICH are HEREBY INCORPORATED HEREIN BY REFERENCE; (B) affirm that you are at least 18 years of age (or have reached the age of majority in the jurisdiction where you reside). IF YOU DO NOT AGREE TO THESE PORTAL TERMS and our website terms and conditions, DO NOT USE THE PORTAL; AND (C) IF YOU ARE ACCEPTING THESE PORTAL TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE portal TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.
1. Portal Information. As used in these Portal Terms, the term “Portal Information” means, collectively, all designs, specifications, documentation, inventions, ideas, methods, discoveries, trade secrets, know-how, components, graphics, text, instructions, images, audio files and/or other sounds, videos, schematics, drawings, protocols, processes, and any other information and materials concerning Mono Slab® EZ Form, our business, and/or the products we offer, that you may view on or otherwise have access to through the Portal.
2. Your Obligations. You acknowledge and agree that Portal Information is confidential and proprietary to Mono Slab® EZ Form. You shall:
- use your best efforts to protect and safeguard the confidentiality of all Portal Information;
- not use any Portal Information, or permit it to be accessed or used, for any purpose other than your internal evaluation of the products we offer and your receipt and authorized use of our products (the “Permitted Purpose”), or otherwise in any manner to Mono Slab® EZ Form’s detriment, including without limitation, to reverse engineer, disassemble, or design around Mono Slab® EZ Form’s proprietary products and/or confidential intellectual property;
- not disclose any Portal Information to any person or entity, except to your employees and agents who (a) need to know the Portal Information to assist you, or act on your behalf, in relation to the Permitted Purpose, (b) are informed in writing by you of the confidential and proprietary nature of the Portal Information, and (c) are subject to confidentiality duties or obligations to you that are no less restrictive than the terms herein;
- immediately notify Mono Slab® EZ Form of any unauthorized use or disclosure of any Portal Information or other breaches of these Portal Terms by you or caused by your employees or agents;
- fully cooperate with Mono Slab® EZ Form in any effort undertaken by Mono Slab® EZ Form to enforce its rights related to any unauthorized use or disclosure of any Portal Information; and
- be responsible for any breach of these Portal Terms caused by any of your employees or agents.
3. Return or Destruction of Portal Information. Upon Mono Slab® EZ Form’s request, you shall immediately return to Mono Slab® EZ Form all Portal Information and all copies (whether in written, electronic, or other form or media) thereof in your possession or control, or destroy all Portal Information and copies thereof in your possession or control and certify in writing to Mono Slab® EZ Form that such Portal Information has been destroyed. These Portal Terms shall continue in effect until all Portal Information in your possession or control is returned to Mono Slab® EZ Form or destroyed as set forth in this Section 3.
4. Indemnification. You shall defend, indemnify and hold Mono Slab® EZ Form, its affiliates, and their respective officers, directors, employees, agents, successors and assigns harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) in connection with any third party claim, suit, action, or proceeding arising out of or resulting from any breach of these Portal Terms by you or any of your employees or agents.
5. Disclaimer. Neither Mono Slab® EZ Form NOR ANY PERSON ASSOCIATED WITH Mono Slab® EZ Form makes any representation or warranty as to THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF ANY portal information. Mono Slab® EZ Form, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns shall not be liable to you, any of your employees or agents, or any third party for or in connection with your use of any Portal Information or any errors therein or omissions therefrom.
6. No Transfer of Rights, Title or Interest. As between you and Mono Slab® EZ Form, Mono Slab® EZ Form hereby retains all right, title, and interest, including all intellectual property rights, in and to all Portal Information. Any provision of Portal Information to you shall not be construed as an assignment, grant, option, or other transfer of any such right, title, or interest whatsoever to you or any of your employees or agents.
7. Remedies. You acknowledge and agree that money damages will not be a sufficient remedy for any breach or threatened breach of these Portal Terms by you or your employees or agents. Therefore, in addition to all other remedies available at law (which Mono Slab® EZ Form does not waive by the exercise of any rights hereunder), Mono Slab® EZ Form shall be entitled to injunctive and other equitable relief as a remedy for any such breach or threatened breach, and you hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim.