General Terms Umaversity
Welcome to Umaversity, a vibrant community, and company dedicated to organizing events for women+ to learn about sexuality and their bodies. Please review the following terms that govern your participation in our community and events:
1. Umaversity is a platform and movement for everybody that identifies as woman and/or has a vulva to learn more about their bodies and sexuality.
2. Umaversity's goal is to provide education about sexual wellness and create a community where knowledge exchange can take place in a diverse and inclusive way.
3. Respectful Conduct:
We foster a safe and inclusive environment where all members are treated with respect and dignity. Any form of harassment, discrimination, or offensive behavior towards others will not be tolerated.
4. Confidentiality and Privacy:
We respect your privacy and confidentiality. Any personal information shared within the community or during events should be kept confidential and not disclosed without consent. By buying a ticket for an Umaversity event you agree to be filmed and photographed and agree to us using this footage for promotional and educational purposes.
5. Educational Purpose:
Our events aim to provide educational content and promote discussions around sexuality and women+'s bodies. Participants are expected to engage in a respectful and constructive manner, encouraging an open exchange of ideas.
6. Professional Advice:
While our events may feature experts and professionals, the information shared should not be considered as a substitute for professional medical or psychological advice. We encourage participants to consult with qualified professionals regarding personal health or specific concerns.
7. Consent and Boundaries:
We prioritize the importance of consent and personal boundaries. Participants are expected to obtain consent before engaging in any physical contact or discussing sensitive topics.
We welcome individuals of all backgrounds, identities, and orientations. Discrimination, prejudice, or exclusion based on race, gender, sexual orientation, ethnicity, religion, or any other protected characteristic will not be tolerated.
9. Intellectual Property:
All content, materials, and resources provided during our events are protected by intellectual property laws. Participants are prohibited from reproducing, distributing, or sharing any copyrighted materials without prior authorization.
10. Disclaimer of Liability:
Umaversity and its organizers shall not be held liable for any loss, injury, or damages incurred during participation in our events. Participants assume full responsibility for their actions, well-being, and any consequences arising from their involvement.
Amendments and Updates:
These terms may be revised or updated periodically. It is your responsibility to review the most current version. Continued participation in our community and events indicates acceptance of any modifications.
By participating in Umaversity's community and events, you acknowledge and agree to comply with the above terms. We reserve the right to take appropriate action, including the removal of participants, for any violations of these terms.
We appreciate your commitment to fostering a supportive and empowering community. Together, let's embrace knowledge and celebrate women+'s sexual well-being at Umaversity!
General Terms Umaversity Webshop
Terms and Policies for Handmade Earrings Webshop
Welcome to our webshop! Before making a purchase, please take a moment to review our terms and policies outlined below:
1. Product Information:
We take great care to provide accurate product descriptions, including materials used, dimensions, and colors. However, please note that handmade items may have slight variations, adding to their uniqueness.
2. Pricing and Payments:
All prices listed on our webshop are in the specified currency and exclude applicable taxes or shipping fees. We accept various payment methods, including credit/debit cards and online payment platforms. Payment information is securely processed to ensure your privacy and protection.
3. Order Confirmation:
Upon placing an order, you will receive an email confirmation with details of your purchase. Please review the order information carefully, and contact us promptly if any changes or corrections are needed.
4. Shipping and Delivery:
We strive to process and ship orders in a timely manner. Shipping costs and estimated delivery times will be provided during the checkout process.
Please ensure that the shipping address provided is accurate and complete. We are not responsible for any delays or additional charges due to incorrect addresses.
5. Returns and Exchanges:
We want you to be completely satisfied with your purchase. If you encounter any issues or are unhappy with your order, please contact us within 14 days of receiving your package to discuss available options.
For hygiene reasons, earrings are non-returnable unless they are defective or damaged upon arrival.
6. Privacy and Data Protection:
7. Intellectual Property:
All content, including product images, descriptions, and logos, displayed on our webshop are protected by intellectual property laws. Any unauthorized use or reproduction is strictly prohibited.
8. Customer Support:
Our dedicated customer support team is here to assist you. If you have any questions, concerns, or need further assistance, please reach out to us through the contact information provided on our webshop.
By using our webshop and making a purchase, you acknowledge and agree to comply with the above terms and policies. We reserve the right to update or modify these terms and policies at any time, so we encourage you to review them periodically.
Thank you for choosing our webshop. We appreciate your support and hope you enjoy your handmade earrings!
Booking Terms & Conditions
RETREAT TERMS & CONDITIONS
Please carefully read all the terms and conditions of this contract detailed below before booking a retreat with Umaversity (hereinafter, “Company”). For and in consideration for being permitted to participate in the retreat you have selected with Company (the “Retreat”), you agree to accept and be bound by the terms and conditions set forth herein.
1. RETREAT DETAILS
Retreat details for the Retreat, such as information about the destination, accommodations, departure and return dates, any included meals, any included transportation, and payment details and due dates can be found on the Company’s website, the “Website“). PLEASE READ AND ENSURE YOU UNDERSTAND THE RETREAT DETAILS AND POLICIES DETAILED HEREIN PRIOR TO BOOKING.
To reserve a spot for the Retreat, you must complete the application form on our website(s) and send back to the Company. Once your application is submitted, the Company will review the document. If you are accepted to the Retreat, a non-refundable minimum deposit of €750 EUR will be required to reserve your spot. The remaining balance will be due on selected retreats due date (typically two months before the retreat start date). An invoice will be provided with payment options and details.
3. CONFIRMATION AND ITINERARY SUBJECT TO MODIFICATION
After Company receives your Deposit you will receive a confirmation email. Thereafter, we may send you, and you consent to receive, correspondence related to the Retreat and the Company, including the itinerary for the Retreat. Such itinerary is subject to change and Company expressly reserves the right to modify the itinerary at any time due to availability of third party vendors, weather conditions, local conditions, or other circumstances out of our control (see also Section 7 below).
4. PAYMENT TERMS
a) Total Payment. The Total Payment is due in full 60 days (two months) before the retreat start date (the “Payment Due Date”). If company does not receive your total payment on or before the payment due date, the company may cancel your reservation.
b) Deposit. Your Deposit is non-refundable and non-transferable to a different Retreat or trip. You may request to have your deposit applied to another participant’s registration for the same Retreat prior to the Payment Due Date.
c) Payment Plans. Payment Plans can be arranged in accordance with the Company. After the deposit, the Total Payment can be paid in 3 (three) instalments.
d) If a Retreat is booked less than 60 days before the departure date of the first Retreat to depart (of the Retreat included in such booking) then the full amount is payable at the time of booking in order for the booking to be confirmed. If, for any Retreat, payment terms differ from those outlined in this section, the applicable terms will be communicated to the Client prior to booking and shall also be detailed on the applicable invoice.
e) Credit Card Charges: Umaversity is not responsible for any charges levied or charged by third parties and/or financial institutions and payable by the Client as a result of credit card or other payment transactions in connection with the purchase of Retreat and will not refund or return any fees charged by such third parties in connection with payments made by Clients to Umaversity.
5. PASSPORT, VISA AND RELATED ITEMS
You are responsible for obtaining and maintaining a valid passport and all appropriate visas, permits, certificates, and/or other required documentation (“Documentation”) for the countries, jurisdictions, parks, areas, etc. you will visit during the Retreat. Company is not responsible if you are denied entry or exit to/from any country or location due to a lack of valid Documentation.
6. TRAVEL INSURANCE
We strongly recommend the purchase of travel insurance for the Retreat. You are solely responsible for the cost of any travel insurance and ensuring that you are adequately insured for the full duration of the Retreat with respect to possible illness, injury, death, property damage, loss of baggage and personal items, cancellation and/or curtailment, and/or any other potential losses, damages, costs, expenses, or liabilities (collectively “Losses”). You will be solely responsible for any Losses related to your failure to procure travel insurance. Company is not responsible for any Losses you incur and/or sustain.
7. CHANGES OR CANCELLATION
7.1. Changes. Company reserves the right to make changes to any and all aspects of Retreat (which may include without limitation changes to the types and/or timing of activities available during the Retreat, items and/or services included with the Retreat, accommodation, the itinerary, and/or the nature of the Retreat Classes) if, in Company’s sole discretion, Company deems it necessary to do so due to conditions that may be hazardous, dangerous, or otherwise adverse or threatening, if an act or omission of a third party prevents any such aspects of the Retreat or any portion of the Retreat, or for any other reason considered commercially necessary by Company. You will not be eligible for any refunds of any amounts based on any such changes to the Retreat.
7.2.1. By Company. Company reserves the right to cancel your reservation if your Total Payment is not received on or before the Payment Due Date and you will not be eligible for any refunds of any amounts. Company further reserves the right to cancel the Retreat prior to the Departure Date in the event an insufficient number of registrants are confirmed for the Retreat or for any other commercial reason in Company’s sole discretion and, in such an event, you will receive a full refund of the amount you remitted to Company, but in no event will Company be responsible for any other amount, including preparation costs, airfare, travel documents, or any other Losses or claimed damages.
7.2.2. By You. All cancellations by you must be in writing and emailed to Company at the contact email address specified on the Website (firstname.lastname@example.org). You are eligible for the following refunds when canceling:
Within 24hrs: full refund, including deposit.
Within 120 days: a full refund.
Within 120 - 90 days: a 50% refund
Within 60 - 90 days: a 25% refund
Less than 60 days: no refund
If cancellation takes place after 24hrs upon receiving your booking confirmation, your Deposit is non-refundable, and any transaction costs made during your payment(s) will be deducted (see point 4.(e) from any refunds). Refunds will take place after the Retreat end date. If cancellation takes place after Payment Due Date, you forfeit the entire amount remitted to Company.
7.2.3. Effect of Changes or Cancellation. In the event of any change or cancellation under this Section 7, you acknowledge that you will have no right of refund of the Total Payment (whether in whole or in part, except as expressly provided in Section 7.2) and no right to claim compensation for any Liabilities incurred and/or sustained by virtue of any change or cancellation.
8. PHOTOS, VIDEO, OTHER MEDIA RELEASE + TALENT RELEASE
By and in consideration for being permitted to participate in the Retreat, you irrevocably grant Company and its agents and representatives all rights to use, reproduce, display, exhibit, publish, distribute, and/or produce derivative works based on your image, likeness, and voice as recorded by any camera and/or on any video, audio, and/or other media (collectively, “Likeness”) worldwide, in perpetuity, without compensation, payment, or other additional consideration of any kind, for any lawful purpose, including without limitation for marketing and trade purposes. You agree that your Likeness may be used, reproduced, displayed, exhibited, published, edited, or distributed by Company at its sole discretion. You understand that your Likeness may be used in various publications, promotional or marketing materials, and/or social media, unrestricted by time or geographic area and consent to such uses. You further understand and grant permission to Company and its agents and representatives to electronically display any Likeness of you on the Internet or in other public settings. You hereby waive the right to inspect or approve any and all materials in which your Likeness may appear. You further waive any right to royalties or other compensation arising or related to the use of your Likeness. This release applies to all photographic, audio, and/or video recordings collected as part of, in connection with, and/or during the Retreat (by Company or any third party). There is no time limit on the validity of this release nor is there any geographic limitation on where materials including your Likeness may be used, reproduced, displayed, exhibited, published, and/or distributed by or on behalf of Company.
By agreeing to this release I hereby give the Photographer / Filmmaker and Assigns my permission to license the Content and to use the Content in any Media for any purpose (except pornographic or defamatory) which may include, among others, advertising, promotion, marketing and packaging for any product or service. I agree that the Content may be combined with other images, text, graphics, film, audio, audio-visual works; and may be cropped, altered or modified. I acknowledge and agree that I have consented to publication of my ethnicity(ies) as indicated below, but understand that other ethnicities may be associated with me by the Photographer / Filmmaker and / or Assigns
for descriptive purposes.
I agree that I have no rights to the Content, and all rights to theContent belong to the Photographer / Filmmaker and Assigns. I acknowledge and agree that I have no further right to additional consideration or accounting, and that I will make no further claim for any reason to Photographer / Filmmaker and / or Assigns. I acknowledge and agree that this release is binding upon my heirs and assigns. I agree that this release is irrevocable, worldwide and perpetual.
It is agreed that my personal information will not be made publicly available but may only be used directly in relation to the licensing of the Content where necessary (e.g. to defend claims, protect rights or notify trade unions) and may be retained as long as necessary to fulfil this purpose, including by being shared with sub-licensees / assignees of the Photographer / Filmmaker and transferred to countries with differing data protection and privacy laws where it may be stored, accessed and used. I represent and warrant that I am at least 18 years of age and have the full legal capacity to execute this release.
9. VOLUNTARY PARTICIPATION IN STRENUOUS ACTIVITY
You acknowledge that you are voluntarily participating in the Retreat with Company, which may include strenuous physical activity including without limitation walking, running, hiking, dancing, climbing, swimming, jumping, surfing, yoga, Retreat Classes, and various other exercises or physical activity (“Physical Activity”). You acknowledge that you are fully aware of the risks and hazards connected with participation in the Retreat and/or engaging in Physical Activity, which may include the risk of serious injury (e.g., heart attacks, muscle strains, pulls, tears, broken bones, shin splints, and other illnesses) or death, and you hereby elect to voluntarily participate in such Physical Activities as part of the Retreat. All activities are optional and if you do not want to participate in an activity you are not required to. The Company is not responsible for providing an alternative activity for you if you choose not to participate.
10. HEALTH AND FITNESS ELIGIBILITY
You represent that you are over the age of eighteen (18) and are healthy, in good physical and mental health, and are at a level appropriate to participate in, and are fully capable of participating in, the Retreat. You further represent that you do not suffer from any medical conditions or disabilities that may restrict, limit, prevent, or preclude your participation in the Retreat, including any Physical Activities. You have consulted with your physician and your physician has authorized you to participate in the Retreat, including any Physical Activities. You will discuss and address any questions or concerns you may have about your physical or mental health with the appropriate healthcare professional prior to the Departure Date. Documentation from your physician confirming your clearance to participate in the Retreat can be provided upon request. If, at any time, you have any doubts about your physical condition or fitness to participate in any aspect of the Retreat, you will cease participation in the same and seek appropriate medical attention. YOU ARE HEREBY ADVISED THAT THE RETREAT MAY TAKE PLACE IN REMOTE AREAS WHERE THERE IS LITTLE OR NO ACCESS TO TRADITIONAL MEDICAL SERVICES OR HOSPITAL FACILITIES FOR SERIOUS HEALTH ISSUES (OR YOUR PARTICULAR HEALTH ISSUES). YOU ARE FURTHER ADVISED THAT ANY MEDICAL OR EVACUATION EXPENSES WILL BE YOUR SOLE RESPONSIBILITY. As a result, we strongly encourage you to purchase travel insurance with appropriate coverage for your needs. We reserve the right in our sole discretion to refuse your participation in the Retreat, any Retreat Classes, Physical Activities, and/or any other activities, due to medical, fitness, or other grounds. Company also reserves the right to deny participation in the Retreat or any related activities at any time to individuals demonstrating behaviour that may result in injury to themselves or others.
11. ASSUMPTION OF RISK
You understand that serious accidents may occur during Physical Activities, including without limitation Retreat Classes, and that participants can sustain fatal and/or serious personal injury. As stated above, the Retreat may take place in a remote location where there is little or no access to traditional medical services or hospital facilities for serious and/or particular health issues. You may also be visiting places where the political, cultural, and geographical attributes of the location present risks and physical challenges that are greater than those present in your country of residence. It is your own responsibility to familiarize yourself with all possible relevant travel information in connection with your participation in the Retreat. Understanding and in full consideration of the foregoing, you agree to solely and exclusively assume full and complete responsibility for and the risks inherent in travel and engaging in Physical Activity (including Retreat Classes) which may include injury, death, property damage, and/or any other kind of Liability, whether foreseen or unforeseen, which may occur during your participation in the Retreat. You acknowledge that your decision to participate in the retreat is made in full consideration of the foregoing information and that you solely and exclusively assume the risks involved with participating in the retreat. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY LIABILITIES ARISING FROM OR IN CONNECTION WITH YOUR PARTICIPATION IN THE RETREAT.
In the event you are injured while participating in the Retreat, you agree to assume all financial obligations for any and all medical costs you incur. You acknowledge and agree that IN NO EVENT SHALL COMPANY AND/OR ANY COMPANY PARTY BE LIABLE OR RESPONSIBLE FOR ANY LOSSES OR LIABILITIES ARISING OUT OF YOUR PARTICIPATION IN THE RETREAT.
13. WAIVER OF LIABILITY AND RELEASE
In consideration for participating in the retreat, YOU VOLUNTARILY ASSUME FULL RESPONSIBILITY FOR AND HEREBY RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, AND COVENANT NOT TO SUE COMPANY, ITS OFFICERS, MEMBERS, AGENTS, CONTRACTORS, EMPLOYEES, VOLUNTEERS, GUIDES, AND OTHER REPRESENTATIVES (each a “company party” and collectively, the “company parties”) FOR ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, AND/OR LOSSES (including but not limited to any exemplary, direct, indirect, incidental, special, consequential, punitive, or other damages, medical expenses, lost wages/income, loss of services, lost profits, property damage, pain, illness, and death) (collectively “liabilities”) WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO YOUR TRAVEL TO AND/OR PARTICIPATION IN THE RETREAT AND/OR ANY ACTIVITIES CONDUCTED IN CONNECTION THEREWITH, REGARDLESS OF WHETHER SUCH LIABILITIES ARE CAUSED BY THE NEGLIGENCE OF ANY COMPANY PARTY OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ANY COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW. You have been advised and urged to obtain travel insurance to cover against Liabilities resulting from trip cancellation or interruption, weather, natural disaster, strike, illness, job reasons, accident, sickness, evacuation, pre-existing medical conditions, baggage delay, loss, theft, and other Liabilities associated with travel and your participation in the Retreat. You acknowledge that whether or not you elect to purchase or not purchase travel insurance, you will not look to any of the Company Parties for reimbursement for any Liabilities suffered or occurring during your travel and/or participation in the Retreat.
AGREEMENT TO RELEASE AND INDEMNIFY:
The registrant named on this form requests to participate in the retreat listed thereon. Therefore, to the extent permitted by applicable law, the registrant knowingly and voluntarily waives, releases, saves, holds harmless and indemnifies Umaversity of Amsterdam, the Netherlands with a mailing address of Henri Polaklaan 7-3, 1018 CP, Amsterdam, the Netherlands, its agents, servants, employees, shareholders, officers, directors, attorneys and contractors, past, present and future, and its respective heirs, legal and personal representatives, successor and assigns (collectively "Released Parties"), and all of its respective properties, assets and interests ("Released Property") from any and all claims, actions, causes of action, demands, rights, damages, costs losses, liabilities, expenses, compensation, controversies, disputes, obligations, debts, dues and liens whatsoever, on account of, or in any way arising out of, any and all known and unknown, foreseen or unforeseen loss of life or personal injury, loss or damage to property, and the consequence thereof, directly or indirectly, resulting from, incident to, in connection with, or arising out of that registrant's participation in the tour(s) (collectively, the "Claims"). It is my intention that this agreement to release and indemnify shall apply to all of the claims without limit and, to the fullest extent permitted by applicable law, regardless of whether founded, in whole or in part, on any negligent act or omission of any of the released parties. I understand and agree that Umaversity has no liability for my personal medical expenses and/or medical care. I certify that I am in good health and physical condition and do not have any physical disability, medical condition or other limiting factor that would create a hazardous situation for myself or other passengers. Further, I understand that certain risks are inherent in the activities to be undertaken by me, including yoga, hiking, water sports/activities and that inclement weather and unavailability of first aid or emergency medical treatment as well as other unknown or unanticipated risks may occur such as war or terrorism, and I accept full responsibility for such specified inherent risks and those not specifically identified.
I understand and agree that; No one who is not a participant of The Retreat is allowed to enter the villa. I have read, understand, and accept Umaversity's deposit, cancellation and refund policies and terms and conditions as described in the tour itinerary and accompanying documents. I have read and understand this Agreement to Release and Indemnify, which contains the entire and final agreement relating to the subject matter hereof. Its terms shall be binding on me/us and on my/our heirs, legal representatives and assigns. Liability under this Agreement to Release and Indemnify shall be joint and several. If any provision of this Agreement to Release and Indemnify is determined to be void, unenforceable, ineffective or against public policy, that provision shall be disregarded and deemed removed from this Agreement to Release and Indemnify and shall not affect the remaining provisions of this Agreement to Release and Indemnify.
I understand that tour prices for both land and air can vary due to supplier charges, currency fluctuations, park fees, and other increased costs and that the cost of this tour is subject to change to reflect such variations. I have been advised of obtaining insurance coverage for trip cancellation, medical assistance, and baggage loss. I understand and accept all terms and conditions and the undersigned’s signature below is evidence of this acknowledgement. The receipt of this signed form and your tour deposit shall be deemed to be consent to the above conditions. This agreement to release and indemnify shall be governed by and construed under the laws of the Netherlands. Venue for enforcement of this release and indemnity agreement shall be in the Netherlands.
This request for registration is made subject to the terms and conditions of the Agreement to Release and Indemnify included in this document. Please read this entire document carefully. All registrants must sign this release. Registration can not be confirmed until your deposit is received and this agreement is signed. Registration and/or attendance imply agreement with the terms and conditions of the Agreement to Release and Indemnify included in this document.
You further hereby agree to indemnify and hold harmless the company parties from any and all liabilities (including without limitation court costs and attorney’s fees) that one or more of the company parties may incur as a result of your participation in the retreat, whether caused by the negligence of any company party or otherwise (but excluding any gross negligence or willful misconduct of a company party), to the fullest extent allowed by applicable law.
15. BINDING EFFECT
It is your express intent that this Agreement shall bind the members of your family and spouse, if you are alive, and your heirs, assigns and personal representative, if you are deceased, and shall be deemed as a RELEASE, WAIVER, DISCHARGE, AND COVENANT NOT TO SUE any of the Company Parties.
16.1. Entire Agreement. This Agreement constitutes the entire agreement between you and Company, and supersedes any prior agreement, regarding the subject matter herein. You acknowledge and represent that no oral representations, statements, or inducements, apart from those set forth herein, have been made to you by any Company Party.
16.2. Force Majeure. If Company is prevented (directly or indirectly) from performing any of its obligations under this agreement by reason of any Act of God, strike, trade dispute, fire, inclement weather, breakdown, interruption of transportation networks/means, government or political action, acts of war or terrorism, acts or omissions of a third party, or for any other cause whatsoever outside of Company’s reasonable control, company will be under no liability whatsoever to you and may, at company’s sole discretion, by written notice to you, either cancel the retreat pursuant to section 7 or take any other reasonable action.
16.3. Choice of Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with Dutch law and shall be subject to the exclusive jurisdiction of the Dutch Courts.
16.4. Interpretation. You acknowledge and agree that this Agreement, including the releases and waivers of liability herein, are intended to be as broad and inclusive as permitted by applicable law.
16.5. Severability. If any portion(s) of this document is/are held by a court of competent jurisdiction to be unlawful, invalid, or unenforceable, such portion(s) shall be interpreted and/or reformed without further action of the parties hereto to render them valid and enforceable when applied to the facts at issue and the lawfulness, validity, and enforceability of such provision(s) as applied to any other facts, and the lawfulness, validity, or enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby.
16.6. Waiver. The failure or delay by Company to enforce or exercise any provisions of this Agreement shall not constitute or be deemed a waiver of such provision or any other provisions herein. Furthermore, any waiver or breach of any provision of this Agreement shall not amount to a waiver of any other provision.
16.7. Headings. The headings in this Agreement are for convenience only and in no way define, limit, or describe the scope or intent of any provisions herein.
18. Confidentiality and Non-Disclosure
(a) The Receiving Party hereby agrees that, in consideration for, and as a condition of the Disclosing Party furnishing such information, it shall treat confidentially all such information which is or should be reasonably understood to be confidential or proprietary to the Disclosing Party, whether furnished before or after the date hereof, and whether furnished orally, visually, in writing or gathered by inspection, and regardless of whether specifically identified as “confidential”, including but not limited to, information fixed in any medium, disclosed in discussions between the parties in connection with the development and management of, or any information concerning the Disclosing Party’s business, operations, products, services, content, finances, know-how, concepts, designs, intellectual property, computer software, systems, source codes, product designs and plans, formulae, techniques, drawings, diagrams, ideas, costs, prices, marketing plans, advertising, commercial or sales materials, research, development, client list(s) and other marketing and technical information and other unpublished information (collectively the “Information”).
(b) Without limiting the generality of the foregoing, the Receiving Party agrees that, without the prior written consent of the Disclosing Party, it shall not:
(i) use the Information except for the purposes of evaluating the Disclosing Party in the context of the Relationship;
(ii) disclose the Information to any person other than those of its directors, officers, employees and professional advisers who need to know such information for the purposes of evaluating the Relationship (“Representatives”), provided such Representatives are informed of the confidential nature of such Information and agree to treat such Information as confidential in accordance with the terms hereof; and
(iii) disclose to any person other than its Representatives either the fact that discussions or negotiations are taking place concerning the Relationship or any of the terms, conditions or other facts with respect to any such Relationship, including the status thereof.
(c) Without limiting the generality of the foregoing, the Receiving Party agrees that it shall:
(i) keep a record of each location of the Information provided by the Disclosing Party;
(ii) make all reasonable, necessary or appropriate efforts to safeguard the Information from disclosure other than as permitted by this agreement;
(iii) not, except as necessary for the evaluation and/or implementation of the Relationship, copy or store any Information without the prior written consent of the Disclosing Party; and
(iv) be responsible for any breach of these terms by any of its Representatives.
Permitted Disclosure of Information
Notwithstanding the foregoing, the Receiving Party or its Representatives may disclose the Information of the Disclosing Party if such disclosure is required pursuant to a court order or applicable law (including without limitation pursuant to applicable securities laws, regulations or rules), provided:
(a) unless expressly prohibited by such court order or applicable law, the Receiving Party first advises the Disclosing Party of such requirement to disclose the Information and provides the Disclosing Party with a reasonable opportunity to seek a protective order or other remedy with respect to the disclosure, including without limitation to ensure that such Information as is required to be disclosed is afforded confidential treatment; and
(b) in the event that such protective order or other remedy is not obtained, the Receiving Party or its Representative(s) furnish only that portion of the Information which is legally required to be disclosed.
(a) Notwithstanding anything herein contained, Information of the Disclosing Party shall not include information which:
(i) is now or subsequently becomes generally available to the public other than as a result of a disclosure by the Receiving Party or its Representatives;
(ii) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided such source is not bound by a confidentiality agreement with the Disclosing Party; or
(iii) is disclosed by the Receiving Party in order to enforce its rights pursuant to this agreement in a legal proceeding
(b) The Receiving Party acknowledges and agrees that, while the Information provided by the Disclosing Party is believed by the Disclosing Party to be reliable and relevant for the purpose of the Receiving Party’s evaluation of the Relationship, the Disclosing Party makes no representation or warranty (express or implied) as to the accuracy or completeness of the Information except as may be otherwise provided in specific representations and warranties in another definitive agreement to be entered into by the Disclosing Party in connection with the Relationship. The Disclosing Party or its Representatives shall not have any liability resulting from the use of the Information of the Disclosing Party except to the extent provided in such a definitive agreement.
4. Standard of Care
The Receiving Party shall protect the Information of the Disclosing Party from disclosure to any third party other than its Representatives by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination, or publication of the Information as the Receiving Party uses to protect its own confidential information of a like nature.
5. Ownership of Information
The Disclosing Party is and will remain the owner of the Information being disclosed, and no property rights in the disclosed Information are being granted by the Disclosing Party to the Receiving Party.
6. Return of Information
If either party determines that it does not wish to proceed with the Relationship it will promptly advise the other party. Upon a party advising the other that it has determined that it does not wish to proceed with the Relationship, or upon the request of the Disclosing Party at any time, the Receiving Party shall promptly:
(a) return all copies of the Information, except for that portion which consists of analyses, compilations, forecasts, studies or other documents prepared by the Receiving Party or its Representatives;
(b) destroy all copies of the Information which consists of analyses, compilations, forecasts, studies or other documents prepared by the Receiving Party or its Representatives; and
(c) confirm such return and/or destruction of Information to the Disclosing Party in writing and certified by a senior officer of the Receiving Party.
Any oral or visual Information incapable of destruction or return to the Disclosing Party will continue to be subject to the terms of this agreement.
For a period of three years after the execution of this agreement, the Receiving Party is precluded from entering into any production, distribution, financing or any other direct or indirect interest or involvement in a business that would compete, directly or indirectly, with the business of the Disclosing Party. For greater certainty, any business currently carried on by the Receiving Party shall not be considered a violation of this section 8.
a) This agreement constitutes the entire agreement between the parties with respect to the matters herein and supersedes all prior agreements, understandings, negotiations and discussions relating to the subject matter hereof. There are no other covenants, agreements, representations, warranties, conditions, whether direct or collateral, express or implied, that form part of or affect this agreement except as otherwise provided in this agreement.
b) The Receiving Party acknowledges that any breach by it of this agreement will cause the Disclosing Party irreparable harm for which damages will not be adequate, and therefore agrees that, in addition to all other remedies available to it, the Disclosing Party shall be entitled to equitable relief, including injunctive relief or similar equitable relief such as specific performance against the continuing or further breach, without the necessity of proof of actual damages. This right to seek injunctive relief or similar equitable relief such as specific performance without necessity of proof of damages shall be in addition to any other right which such other party may have under this agreement or otherwise in law or in equity.
c) The confidentiality and non-disclosure obligations described in this agreement shall terminate three years from the date of this agreement.
d) No failure or delay by either party in exercising any right, power or privilege under this agreement will operate as a waiver thereof and no single or partial exercise thereof will preclude any other or future exercise of any right, power or privilege under this agreement.
e) This agreement shall be binding upon and enforceable against the parties and their successors and permitted assigns. This agreement may not be modified, amended or assigned by the Receiving Party except with the prior written consent of the Disclosing Party.
f) This agreement shall be governed by and construed in accordance with the laws and the federal laws of the Netherlands applicable therein and shall be treated, in all respects, as a contract from the Netherlands. Each of the parties to this agreement irrevocably submits to the non- exclusive jurisdiction of the courts of the Netherlands.
g) This agreement may be executed by facsimile or reproductive signature and/or in counterparts and any such execution shall be valid and binding execution hereof
18. YOU ARE AWARE OF THE POTENTIAL DANGERS INCIDENTAL TO PARTICIPATING IN THE RETREAT, AND ACKNOWLEDGE THAT THIS IS A CONSENT, RELEASE OF LIABILITY AND A WAIVER OF YOUR LEGAL RIGHT TO COLLECT DAMAGES IN THE EVENT OF INJURY, DEATH, PROPERTY DAMAGE, OR ANY OTHER LIABILITY, WHICH CREATES A CONTRACT BETWEEN YOU AND COMPANY. BY YOUR PAYMENT AND PARTICIPATION IN THE RETREAT, IT IS YOUR INTENTION TO EXPRESSLY ASSUME ALL RISK OF PERSONAL INJURY, DEATH, PROPERTY DAMAGE, AND ANY OTHER LIABILITY UPON YOURSELF, TO THE EXCLUSION OF COMPANY AND ALL COMPANY PARTIES, AND TO EXEMPT COMPANY AND ALL COMPANY PARTIES FROM LIABILITY FOR, PERSONAL INJURY, PROPERTY DAMAGE, DEATH, OR ANY OTHER LIABILITIES.