Demonstration Terms and Conditions
Demonstration Terms and Conditions
Last updated February 2025
Effective Date: The date of the scheduled Demonstration or date you clicked “AGREE”.
PLEASE READ THESE TERMS AND CONDITIONS (“AGREEMENT”) CAREFULLY. BY CLICKING “ACCEPT,” ENTERING THE DEMONSTRATION, OR OTHERWISE PARTICIPATING IN THE DEMONSTRATION (DEFINED BELOW), YOU (“RECIPIENT” OR “YOU,” AND IF APPLICABLE, YOUR EMPLOYER OR ORGANIZATION) AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT WITH MARKET ME, LLC (“DISCLOSER”). IF YOU DO NOT AGREE, YOU MAY NOT JOIN OR CONTINUE WITH THE DEMONSTRATION.
- Definitions
1.1. Confidential Information
“Confidential Information” means any and all information disclosed by Discloser (Market Me, LLC) to Recipient, whether orally, visually, in writing, through electronic means, or otherwise, including but not limited to any trade secrets, technical data, know-how, marketing strategies, software functionality (including Discloser’s proprietary software “Empathic”), customer lists or data, processes, designs, concepts, training materials, prototypes, business plans, financial information, or any other proprietary information. Confidential Information includes, without limitation, anything shared or disclosed during the Demonstration (“Demonstration”), all related communications, and all content visible or audible in the demonstration environment.
1.2. Demonstration
“Demonstration” refers to the scheduled presentation or meeting, including any related communications (e.g., via Zoom or other virtual meeting platforms), in which Discloser provides Recipient with information or material relating to Discloser’s proprietary software (Empathic), marketing systems, processes, or other proprietary data for the purpose set forth in Section 2. - Purpose of Disclosure
Recipient acknowledges that the Confidential Information is provided solely for the purpose of permitting Recipient to evaluate the possibility of entering into a business relationship with Discloser concerning (i) the purchase or licensing of Empathic, and/or (ii) the procurement of marketing and lead-generation services from Discloser. Recipient agrees to use the Confidential Information only for this evaluation and no other purpose (“Permitted Purpose”). - Ownership of Intellectual Property
3.1. No License or Transfer
All rights, title, and interest in the Confidential Information—including all related intellectual property rights—remain the exclusive property of Discloser. Nothing in this Agreement shall be construed as granting Recipient any license or other rights, whether by implication, estoppel, or otherwise, to Discloser’s Confidential Information or intellectual property.
3.2. Prohibited Acts
Recipient shall not reproduce, copy, distribute, transmit, publicly display, modify, create derivative works of, reverse-engineer, decompile, disassemble, or otherwise exploit any Confidential Information without Discloser’s prior written consent. - Non-Disclosure and Non-Use Obligations
4.1. Obligation to Protect
Recipient agrees to treat all Confidential Information with the same degree of care Recipient uses to protect its own confidential information of like nature, but in no event less than reasonable care.
4.2. Restrictions on Use
Recipient shall:- Not use the Confidential Information for any purpose other than the Permitted Purpose;
- Not disclose or permit access to the Confidential Information to any third party except those employees, agents, or contractors who (i) have a strict need to know such information for the Permitted Purpose, and (ii) are bound by written confidentiality obligations at least as protective as those in this Agreement;
- Not directly or indirectly incorporate, replicate, or otherwise utilize Discloser’s Confidential Information (including but not limited to business methods, marketing strategies, automations or software functionalities) in creating or enhancing a competing or similar system, software, or product.
- 4.3. No Reverse Engineering
Recipient shall not analyze, disassemble, decompile, or reverse-engineer any product, prototype, software, or other object that is part of or derived from the Confidential Information, nor permit any third party to do so. - Confidentiality of Demonstration
5.1. No Recording
Recipient agrees that the Demonstration shall not be recorded, photographed, videotaped, or otherwise captured without the express prior written consent of Discloser.
5.2. Notes and Summaries
Any notes or summaries made by Recipient regarding the Demonstration (including screenshots or personal notes) are themselves deemed Confidential Information and subject to the restrictions of this Agreement. - Injunctive Relief and Remedies
6.1. Irreparable Harm
Recipient acknowledges that any unauthorized use or disclosure of the Confidential Information could cause irreparable harm to Discloser for which monetary damages may be inadequate. Accordingly, Discloser is entitled to seek injunctive or other equitable relief, in addition to all other remedies at law.
6.2. Indemnification
Recipient shall indemnify and hold harmless Discloser, its members, affiliates, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to Recipient’s violation of this Agreement.
6.3. Attorneys’ Fees
In the event of any action to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other expenses, in addition to any other relief granted. - Term and Termination
7.1. Term
This Agreement becomes effective upon Recipient’s acceptance (by clicking “Accept” or participating in the Demonstration) and shall continue indefinitely unless otherwise terminated in writing by Discloser.
7.2. Return or Destruction
At Discloser’s request, Recipient shall promptly return, destroy, or securely delete all Confidential Information received or derived hereunder, including any copies thereof.
7.3. Survival
The obligations of confidentiality, non-disclosure, and non-use set forth in this Agreement shall survive indefinitely, or for so long as the Confidential Information remains confidential and proprietary, whichever is longer. - No Representations or Warranties
Discloser makes no representations or warranties, express or implied, regarding the Confidential Information, including its accuracy, completeness, or performance. Discloser shall not be liable for any damages arising out of Recipient’s use or reliance on the Confidential Information. - No Obligation to Proceed
Nothing in this Agreement obligates either party to enter into any further agreement or business transaction. Discloser reserves the right, in its sole discretion, to withhold or limit any Confidential Information and to terminate discussions at any time. - Governing Law and Venue
This Agreement, including its formation, interpretation, and enforcement, shall be governed by and construed under the laws of the State of California, without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and Recipient irrevocably consents to the personal jurisdiction and venue of such courts. - Entire Agreement; Modifications
This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior or contemporaneous oral or written representations, understandings, or agreements. This Agreement may only be amended or modified by a writing signed by an authorized representative of both parties. - Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid, enforceable, and equivalent provision reflecting the original intent. - Assignment
Recipient shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of Discloser. Any attempted assignment in violation of this provision shall be void. - Acknowledgment and Acceptance
By clicking “AGREE,” entering the Demonstration, or otherwise participating in the Demonstration, Recipient acknowledges that Recipient (i) has read and understands this Agreement; (ii) agrees to be bound by all its terms; and (iii) represents that the person accepting this Agreement is duly authorized to bind Recipient and, if applicable, Recipient’s organization or employer.