If you receive from us Confidential Information, you agree and undertake that you will: (i) keep all Confidential Information strictly confidential and will not disclose any part of it to any other person without the disclosing party's prior written consent; (ii) to allow access to Confidential Information only to your employees, consultants and advisers advising You in each case with regard to the Service or acquiring the Service (“Purpose” and “Permitted Consultants ”respectively), who have a “need to know”, and to the extent necessary to perform their work within the Purpose. In this regard, You will be responsible for ensuring that the obligations of confidentiality and non-use contained herein are observed by your employees and the Permitted Consultants and You represent that they have instituted policies and procedures which provide such adequate protection; (iii) not use any part or the whole of the Confidential Information directly or indirectly for any purposes other than the Purpose without our express written consent; (iv) use the same degree of care to protect the Confidential Information as you use to protect your own confidential information, being at least a reasonable standard of care, and in any event not less than a reasonable standard of care and to retain and not to remove any Confidential Information stamps or marking appearing on such Confidential Information.
The Confidential Information and all intellectual property rights contained in it will remain our property and the disclosure of the Confidential Information will not give you any rights in any part of the Confidential Information. If You lose or make unauthorised disclosure of any of the Confidential Information, You will immediately notify us and take all reasonable steps necessary to retrieve the loss of improperly disclosed Confidential Information.
The obligations of confidentiality set out in these Terms and Conditions will not apply to any information which You can demonstrate: (i) is already known to You, or You were in the possession of it, at the time of its disclosure by us, and is not subject to any obligation of confidentiality; (ii) is, or becomes through no wrongful act of yours, public knowledge; (iii) is received by you from a third party in circumstances where You have no reason to believe that there has been a breach of a duty of confidence; (iv) is approved by our written authorization for release or use; or (v) is required to be disclosed by law or the rules of any court or other body of competent jurisdiction; any governmental or regulatory body or any recognised investment exchange, provided, however, that You shall promptly, and to the extent possible before making such disclosure, notify us of such order for disclosure and provide us with reasonable assistance to prevent such disclosure. Nevertheless, Confidential Information disclosed pursuant to this disclosure shall otherwise continue to be Confidential Information protected in accordance with all the provisions of these Terms and Conditions.
On termination of the Service or on demand by us, You will immediately stop using all Confidential Information, return to us all Confidential Information or destroy it (at our option), and provide us a certificate certifying that no copies of the Confidential Information have been made or retained.
The obligation to ensure and protect the confidentiality of the Confidential Information and any obligations to provide notice under these Terms and Conditions will survive the expiration or termination of these Terms and Conditions.
For the purpose of our Terms & Conditions, “Confidential Information” shall mean any information disclosed by us to You in connection with the Service or our Terms & Conditions, whether in writing, electronic or digital form, verbally or by inspection of documents, computer systems or sites or pursuant to discussions or by any other means or other forms and whether directly or indirectly, which is confidential in nature or may reasonably be considered to be commercially sensitive or of proprietary nature, and which relates to the business and affairs of the Company including but not limited to: (a) all of our intellectual property rights and (b) all analyses, compilations, studies and other documents prepared by You which contain or otherwise reflect or are generated from the information referred to above.
Our Website and its entire contents (including the “Educai Platform”), features and functionality (including but not limited to all information, worksheets, codes, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, its licensors or other providers of such material and are protected by and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. The material may not be copied, modified, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of us, unless and except as is expressly provided in these Terms & Conditions. Any unauthorized use of the material is prohibited.