In consideration of the opportunity to access, view and/orotherwise be exposed to preliminary, developed and/orin-process software and ideas created and owned by DJMIXES, LLC, a Delaware corporation ("Company"), for the purpose of beta testing of the Company's proprietary program(s) (the "DJ Mixes Programs"), by pushing the button below, you expressly agree as follows:

  • 1.Exceptas Company may otherwise consentin writing, Iwillnotdirectly or c use, publish, orotherwisediscloseatanytimeanyofCompany's Confidential Information( whetherornotconceived, originated, discovered, ordeveloped in whole or in part by me) as defined here in.
  • 2."ConfidentialInformation" as usedinthisagreement(the "Agreement") means: information or material that is not generally available to or used by others,ortheutilityorvalue of whichisnotgenerallyknownorrecognized as standardpracticewhetherornot the underlying details are in the public domain, including without limitation:
    • (a) Software in various stages of development(sourcecode, object code, documentation, diagrams, flowcharts), designs, drawings, specifications, models; dataandcustomer information;
    • (b) Informationand/or material that relates to Company's inventions, technological developments,"know-how,"purchasing, accounting, merchandisingor licensing;
    • (c) Computer code,screen captures, scripts, outlines,mediaandrelated materials;
    • (d) Trade secrets; and
    • (e) Any information of the type described 1above that Company obtained from another party and that Company treats as proprietary or designates as confidential, whether or not owned or developed by Company.
  • 3. The obligations of confidentiality imposed by this Agreement will not apply to confidential information that:
    • (a) Is or has been generally available to the public by any means, through no fault of myown, and without breach of this Agreement.
    • (b) Is or has been lawfully disclosed to me by a thirdparty without an obligation of confidentiality being imposedon me.
    • (c) Has been disclosed without restriction by Company or by athirdparty owner of confidential information.
  • 4.I understand, acknowledge and agree that all rights that the Company has, or may have, in the Confidential Information, such as rights of intellectual property, patent, copyright, trade secret or similar intellectual property rights, shall be retained exclusively by the Company. Nothing in this Agreement should be construed as granting you any license, waiver or right with respect to any Confidential Information disclosed herein, and nothing herein shall be construed to place you in the relationship of an agent, employee, franchisee, officer, partner or joint venturer of the Company for any purpose.
  • 5.I agree to deliver to Company promptly on request, all documents, software, including any copies, and other materials in my possession pertaining to the business of Company and originating with Company that came into my possession.
  • 6.In the event that any one or more of the provisions contained in this agreement shall be held to be unenforceable, the enforceability of the remaining provisions contained herein shall not be impaired thereby.
  • 7.By pushing the button below, you acknowledge and agree that if you directly or indirectly (i.e., through someone else) breach or threaten to breach any of the terms of this Agreement, the Company will sustain irreparable harm and that the Company will be entitled to obtain an injunction (i.e., a court order) to stop any breach or threatened breach of this Agreement. Such right to injunctive relief of the Company is to be in addition to the remedies otherwise available to the Company at law or in equity.
  • 8.This Agreement is deemed to be made and entered into in the State of California and shall be in all respects interpreted, construed, enforced, and governed in accordance with the laws of the State of California. By agreeing to the terms of this Agreement, you also agree to submit to the jurisdiction of the courts located in the County of Orange, State of California.
  • 9.This Agreement may be modified only by a writing signed by an authorized officer of the Company.