Privacy Policy

Confidentiality.

a.     From time to time during the Term of this Agreement, either Sett or Client (as the “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within 5 days thereafter, is summarized in writing and confirmed as confidential, specifically including the Owned Intellectual Property (“Confidential Information”) and including without limitation all confidential or proprietary information and all trade secrets of or relating to the Disclosing Party, including intellectual property in the form of copyrights, patents and trademarks and applications therefor, trade secrets, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or material, owned, developed or possessed by the Disclosing Party, whether in tangible or intangible form, information in respect of the Disclosing Party’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, clients, potential customers or clients, marketing methods, costs, prices, contractual relationships, regulatory status, prospects, employees, and other service providers; provided, however, that Confidential Information does not include any information that:

                                               i.     is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section;

                                              ii.     is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;

                                             iii.     was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or

                                             iv.     was or is independently developed by Receiving Party without using any Confidential Information.

b.     In taking possession of or otherwise acquiring Confidential Information in the manner described above, the Receiving Party shall:

                                               i.     protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

                                              ii.     not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and

                                             iii.     not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement.

c.     If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of this Section, Receiving Party shall mean the Receiving Party’s affiliates, employees, officers, directors, shareholders, partners, members, managers, agents, independent contractors, sublicensees, subcontractors, attorneys, accountants, and financial advisors.

d.     Notwithstanding the foregoing, the Client acknowledges and agrees that Sett may use its name and logo in connection with Sett’s professional business development.