By accepting access to this website, you agree to the following with respect to information provided by Ignition Ventures Management and affiliates (“Ignition”) and Qiming Cayman, Ltd. and affiliates (“Qiming”):
1. Definition of Confidential Information. “Confidential Information” as used herein shall mean any information contained herein concerning Ignition’s, Qiming’s, their affiliated investment funds’, such funds’ portfolio companies or any affiliates’ of the foregoing (collectively, the “Ignition/Qiming Companies”) business, investments, property or technology not generally known to the public which is disclosed by Ignition or Qiming to you hereby. All information provided herein shall be treated as trade secrets of the Ignition/Qiming Companies and, as such, exempt from disclosure pursuant to state or federal public disclosure statutes.
2. Nondisclosure and Nonuse Obligation. You shall not in any way disclose any Confidential Information of Ignition or Qiming to any third party, and shall only use Confidential Information of the Ignition/Qiming Companies in connection with your internal evaluations of an investment relationship with one or more investment funds being offered by Ignition or Qiming. You will treat all Confidential Information with the same degree of care as it accords its own Confidential Information, but in no case less than reasonable care.
3. Exclusions from Nondisclosure and Nonuse Obligations. Your obligations under Paragraph 2 shall not apply to Confidential Information that you can document (a) was in the public domain at or subsequent to the time communicated to you by Ignition or Qiming through no fault of yours; (b) was rightfully in your possession free of any obligation of confidentiality at or subsequent to the time communicated to you by Ignition or Qiming; or (c) was developed by employees or agents of you independently of and without reference to any Confidential Information communicated to you by Ignition or Qiming. A disclosure of any portion of Confidential Information either (i) in response to a valid order by a court or other governmental body, or (ii) otherwise required by law, shall not be considered to be a breach hereof or a waiver of confidentiality for other purposes; provided, however, that you shall provide prompt prior written notice thereof to Ignition and Qiming to enable Ignition or Qiming to seek a protective order or otherwise prevent such disclosure.
4. Ownership. All Confidential Information shall remain the property of the Ignition/Qiming Companies, and no license or other rights to you is granted or implied hereby. Upon request from Ignition or Qiming at any time, you will, at Ignition’s or Qiming’s option, return or destroy all Confidential Information no later than five (5) days following such a request, and certify such destruction or return in writing.
5. Injunctive Relief. You acknowledge and agree that money damages would not be a sufficient remedy for any breach of its obligations hereunder and that Ignition and Qiming shall be entitled to injunctive relief as a remedy for any such breach by you. Such remedy will not be deemed the exclusive remedy for a breach of your obligations hereunder, but will be in addition to all other available legal and equitable remedies.
6. Term. Your confidentiality obligations hereunder will govern all communications from Ignition or Qiming to you from the date hereof and remain in full force and effect for five (5) years.
7. Binding Effect. Your obligation hereunder will benefit and be binding upon the parties and their respective successors and assigns.
8. Governing Law; Venue; Attorney Fees. The terms hereof shall be governed by, and construed in accordance with the laws of the State of Washington without giving effect to any conflict of laws principle to the contrary. The parties irrevocably consent to the jurisdiction and venue of the federal and state courts, as applicable, located in King County, Washington for any matter arising out of or relating hereto. The substantially prevailing party in any such action will be entitled to recover its reasonable attorney fees in such action and upon any appeals.
9. Non-Waiver; Modification; Entire Agreement. No failure or delay by either party in exercising any right, power, or remedy hereunder will operate as a waiver of any such right, power or remedy. No waiver or modification of any provision of this Agreement will be effective unless in writing and signed by both parties. This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written