HYPERARCH FASCIA TRAINING NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement is between HYPERARCH FASCIA TRAINING, trading as
You as ‘’user’’, ‘’recipient’’, have contracted HYPERARCH FASCIA TRAINING as ‘’(HFT)’’ to provide you certain training services, in connection with which HFT may disclose certain of its Confidential Information (as defined below) to Recipient. This Agreement is intended to allow ‘’HFT’’ to engage in such Relationship while protecting such Confidential Information (including Confidential Information disclosed to Recipient against unauthorized use or disclosure.
DEFINITION OF CONFIDENTIAL INFORMATION.
“Confidential Information” means all written or oral information, disclosed by HYPERARCH FASCIA TRAINING’S website and/or in the e-book with the content of ‘’ACTIVATION OF HYPERARCH MECHANISM’’ to Recipient. Such as information has been identified as confidential based on the nature of the information or the circumstances surrounding it, which constrains to treat the content of this course as confidential. Without limiting the generality of the foregoing, any non-public information regarding or related to HFT’S business or the training provided to Recipient, shall be deemed HFT’S Confidential Information.
You agree to be bound by:
using, browsing or accessing any part of the Website;
registering as a member through the Website; or
using the services and functionality made available through the Website and Coach Chong Xie
HFT’S may from time to time review and update these Terms to take account of new laws, regulations, products or technology. Your use of the Website will be governed by the most recent Terms posted on the Website. By continuing to use the Website, you agree to be bound by the most recent Terms. It is your responsibility to check the Website regularly for updated versions of the Terms.
The Website is subject to change at any time without notice and may contain errors.
GENERAL RESTRICTIONS AND PERMITTED USE
Recipient agrees only for its personal health and fitness use and not for any financial, commercial or academic monetary gain purpose.
Recipient will hold in strict confidence and not disclose to any third party any Confidential Information, except as approved in writing by HFT’S. If Recipient is a company or other organization, Recipient will limit access to the Confidential Information to only those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.
Recipient agrees that it shall take all reasonable measures to protect the secrecy of, and avoid disclosure or use of, HFT’S 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 Recipient utilizes to protect its own Confidential Information, which shall be no less than reasonable care. Recipient agrees to notify HFT in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information which may come to Recipient’s attention.
Notwithstanding the above, Confidential Information shall not be deemed to include information which Recipient can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of Recipient or any party to whom Recipient has disclosed such Confidential Information; (ii) was known to Recipient, without restriction, at the time of disclosure, as demonstrated by documentation in existence at the time of disclosure; or (iii) is rightfully communicated to Recipient by persons not bound by confidentiality obligations with respect thereto. Notwithstanding the above, Recipient may disclose Confidential Information of HFT to the limited extent necessary in order to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body; provided, however, that Recipient shall provide prompt notice of such court order or requirement to HFT to enable HFT to seek a protective order or otherwise to lawfully prevent or restrict such disclosure.
NO RIGHTS GRANTED
Nothing in this Agreement shall be construed as granting any rights under any patent, copyright, trade secret or other intellectual property right of HFT, nor shall this Agreement grant Recipient any rights in or to HFT’S Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship. Recipient understands that nothing in this Agreement requires the disclosure of any Confidential Information by HFT, and that HFT has the right to determine, in its sole discretion, which of its Confidential Information, if any, to disclose to Recipient. Nothing herein shall be construed to require either Party to proceed with the Relationship or any transaction in connection with which the Confidential Information may be disclosed. HYPERARCH FASCIA TRAINING EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY CONFIDENTIAL INFORMATION IT DISCLOSES UNDER THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE, NON-INFRINGEMENT AND/OR QUIET ENJOYMENT.
This Agreement shall be effective as of the Effective Date and continue for an unlimited period. Recipient’s obligations under this Agreement shall, to the maximum extent permitted by applicable law, survive any termination of this Agreement and the Relationship between the Parties. This Agreement shall not apply to information disclosed by HYPERARCH FASCIA TRAINING after the termination of this Agreement.
HYPERARCH FASCIA TRAINING does not wish to receive any confidential information from Recipient, and HFT assumes no obligation, either express or implied, with respect to any information disclosed to HFT by Recipient.
This training course contains material which is owned by or licensed to us. This material includes, but is not limited to, the design, layout, look, training method, appearance, trademarks and graphics. You are not permitted to reproduce the documents, information or materials on the website for the purposes of sale or the use by any third party. In particular you are not permitted to republish, upload, record classes, transmit electronically or otherwise or distribute any of the materials, documents or products that may be available for download from time to time on this website.
HYPERARCH FASCIA TRAINING expressly reserves all copyright and trademark in all documents, information and materials on our website and we reserve the right to take action against you if you breach any of these terms.
You acknowledge that HFT possess knowledge and expertise relating to the subject matter of the training material (“Supplier Know-How”), which may include intellectual property rights in certain preexisting tools and materials used by HFT in performing the Services. Any rights in the Supplier Know-How are not transferred to you and shall remain the property of the Supplier. However, to the extent that any Supplier Know-How is included in the Deliverables.
HFT does not grant a perpetual right and license to use and reproduce the Supplier Know-How, and you are not permitted to share the Deliverables outside of HFT at its sole discretion.
Any redistribution or reproduction of part or all of the contents in any form is prohibited and you may not print or download to a local hard disk extracts for your personal or commercial use.
You may not, except with our express written permission, distribute or commercially exploit the content. Nor may you transmit it or store it in any other website or other form of electronic retrieval system.
If for any reason any provision of this Agreement is adjudicated to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
You agree to fully indemnify HFT, its directors, officers, directors, employees, consultants, agents and affiliates in respect of all loss, damage, costs, expenses (including legal fees on a full indemnity basis), fines, penalties, claims, demands and proceedings howsoever arising, whether at common law (including negligence) or under statute, in connection with any of the following:
any breach of these agreement by you;
your access or use of the Website; or
your communications with HFT.
JURISDICTION AND LAW
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of the State of New York, United States.
Each party irrevocably agrees that the courts of the State of New York, United States shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
If you breach these conditions and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach these Terms.
Entire Agreement. This Agreement constitutes the entire agreement between HYPERARCH FASCIA TRAINING and Recipient with respect to the subject matter hereof and supersedes any prior agreement, arrangement or commitment relating thereto.