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Disclaimer
Privacy Policy and Non-Disclosure Agreement
Last Updated: June 21, 2018
Your privacy is important, so the Anita Borg Institute for Women and Technology (“AnitaB.org”) has created the following Privacy Policy to let you know what information we collect when you visit our Site(s) (as defined below), use our online services, or otherwise engage with us, and why we collect this information and how it is used.
Your Consent To This Privacy Policy
By using the Site(s), you expressly consent to the information handling practices described in this Privacy Policy. If you do not want information about you to be used in the manner set forth in this Privacy Policy, please do not use the Site(s).
This is our entire and exclusive Privacy Policy and it supersedes any earlier version. This Privacy Policy is incorporated into by reference and made a part of our Terms of Use for the Sites. We may periodically make changes to this Privacy Policy that we will include on this page. The effective date at the top of this page indicates the date of the most current Privacy Policy in effect. It is your responsibility to review this Privacy Policy frequently and remain informed about any changes to it, so we encourage you to visit this page often. Your continued use of the Site(s) constitutes your agreement to this Privacy Policy and any future revisions. AnitaB.org shall not be liable for any damages You may suffer as a result of its failure to provide you notice of any changes to this Privacy Policy as set forth herein. If you would like to be notified when this Privacy Policy is updated, please contact us by email at Privacy@AnitaB.org or by postal mail at Privacy Director, Anita Borg Institute for Women and Technology, 1301 Shoreway Road, Suite 425, Belmont, CA 94002.
Scope of Policy
This Privacy Policy explains the data collection and use practices of anitaborg.org, anitab.org, systers.org and any other websites or services, available through such sites, owned or operated by AnitaB.org (each a “Site” and, collectively, the “Sites”). This Privacy Policy does not apply to third-party sites with which AnitaB.org may be affiliated. Please consult the privacy policies of such third-party sites. Certain additional terms governing privacy on the Systers.org site (“Systers Site”) and restricted-access e-mail discussion lists, now or in the future (the “Systers Lists”) are set forth on the Systers List FAQs and below. AnitaB.org only provides information to third-parties that is necessary to successfully achieve the purpose for which the information was collected.
Your Rights
AnitaB.org is committed to honoring your privacy rights as follows:
Right of access to your personal information
Right to rectification of personal information help where it is incorrect or incomplete
Right of erasure of personal information (the “right to be forgotten”) if certain grounds are met
Right to restrict or suspend the processing of personal information
Right to complain to a supervisory authority should you believe your personal information is being misused
Right of data portability (if processing is based on consent and automated means)
Right to withdraw consent at any time (if processing is based on consent)
Right to object to processing (if processing is based on legitimate interests)
Right to object to processing of personal information for direct marketing purposes
What Information Is Collected?
Personal information means any information that may be used to identify an individual, including an individual’s first and last name, password, home or other physical address, an email address, phone number or other contact information.
You may provide personal information to AnitaB.org in connection with making a donation to AnitaB.org. We call personal information directly associated with donations “Donor Information.” Except with your explicit permission, we will not sell, share or trade Donor Information with any third party, nor send mailings using Donor information on behalf of other organizations. To the extent any Donor Information is processed through a third-party service provider, Donor Information will only be used for purposes necessary to process that activity.
Depending on how you initiate contact with AnitaB.org, we may ask you for any of the following information:
Name
Email address
Country of residence
Date of birth
Company affiliation
Career level
Information typically included on a resume
Payment processing information such as credit card number, postal code, and bank account information
Gender
Mailing address
Phone number
Age
Organization/Company
Professional Title
Professional Affiliation
Education
Racial Identity
Food Allergies
Special Accomodations
Generally, the information you provide when interacting with AnitaB.org is optional, but some information may be required in order for a particular process, transaction, or other interaction to properly execute. AnitaB.org may be unable to provide you with certain products or services should you elect not to share information that we require to be collected for a particular purpose. If you have questions about what information we will require to be collected for a particular purpose, please contact us at Privacy@AnitaB.org.
AnitaB.org also automatically receives and records information on our server logs from your browser, including your IP address, information contained in or conveyed by cookies and other similar technology (as described below), and the page you request through automated a metrics platform such as Google Analytics. This information is automatically logged through these services and will not be connected to your personal information by AnitaB.org for any reason.
AnitaB.org may also collect certain personal information or other information that you voluntarily disclosed, including without limitation in connection with registering for events or mailing lists, submission of job applications, responses to survey questions, providing comments, suggestions, and other information that you voluntarily submit. If you choose to provide such information, you are giving AnitaB.org the permission to use and store it consistent with this policy. Therefore, please understand that when you sign in with AnitaB.org, you are not anonymous to us.
We may also obtain information, including personal information, from third parties and other sources. If we combine or associate information from other sources with personal information that we collect, we will treat the combined information as personal information in accordance with this Privacy Policy.
How Is Such Information Used?
We may use personal information we collect in order to establish and enhance our relationship with you. AnitaB.org may use personal information to share with you information that we feel may be of interest to you, such as invitations to attend AnitaB.org events or the events of other carefully chosen organizations, to review and enhance our products and service offerings, to contact you about your membership, to provide local networking and educational opportunities, or otherwise to further our charitable purpose and to comply with applicable law. If you make charitable donations to AnitaB.org or otherwise engage in off-line activities with AnitaB.org, this Donor Information may be merged in our database with your online personal information. The information AnitaB.org collects and how the information is used will specifically depend on which of AnitaB.org’s products or services you use. AnitaB.org will only require you to provide us with information if it is needed for the legitimate interest of providing you with a product or service or the execution of a transaction. Any time you voluntarily submit information in additional to that described above, you are providing the information on a voluntary basis whereby you consent to our use of the information as described at the time requested. You can contact us at any time to adjust your privacy preferences or ask questions about how the information might be used.
Your personal information is only retained by AnitaB.org for as long as needed to facilitate the product or service, facilitate communication, or otherwise execute the purpose for which the information was obtained in the first place. This means that although much of the information can be deleted automatically (e.g. when you elect to unsubscribe from a newsletter), some will require manual review before doing so (e.g. you have purchased a ticket for an event and we need some way to verify who you are in order to be admitted to the event).
Tasks related to event organization and other functions of AnitaB.org are performed both by employees, agents and contractors of AnitaB.org and by volunteers (“AnitaB.org Volunteers”) who are not employees. By making use of the Site(s), you consent to allow AnitaB.org employees, agents, contractors, and AnitaB.org Volunteers to access any personal information you submit to the Site(s) to provide AnitaB.org with a specific service and not for any other purpose.
Additionally, AnitaB.org generally uses the information to operate, maintain, enhance, and provide all of the features and services found on the Site(s). Under certain circumstances (for example if you win a contest) we may post your personal information on the Site(s). However, we will notify you of this possibility when collecting personal information or we will obtain your consent to post this information. We may share your personal information with certain other websites that we link to (and that you click upon) in order to achieve the purpose of the connection with the Site(s). AnitaB.org may also use the information that we collect to understand and analyze the usage trends and preferences of our users, to improve the way the Site(s) work and look, and to create new features and functionality. The information may be stored and maintained for as long as reasonably necessary to effectuate the service requested and for a reasonable time thereafter.
When AnitaB.org Discloses Information
AnitaB.org discloses information to third parties as follows: (i) to agents, subcontractors and other third parties, including AnitaB.org volunteers, who are engaged by AnitaB.org in making the AnitaB.org products and services available and otherwise assisting AnitaB.org in its charitable purpose, including fundraising; and (ii) to selected affiliates, marketing partners and other organizations that AnitaB.org may affiliate with in furtherance of its charitable purpose. In addition, if you register to attend an event or conference sponsored by AnitaB.org, AnitaB.org may also disclose a list of attendee contact information to other attendees at such conference or event; provided, that AnitaB.org will provide attendees with the opportunity to opt-out of such disclosure. As described above, to the extent any Donor Information is processed through a third-party service provider, Donor Information will only be used for purposes necessary to process that activity.
AnitaB.org may disclose information if required to do so by law or in the good faith belief that such action is necessary to: (1) comply with state or federal laws (such as U.S. Copyright law), or respond to a court order, judicial or other government subpoena or warrant, or otherwise comply with legal process served on AnitaB.org or the Site(s); (2) protect and defend the rights or property of AnitaB.org or otherwise take precautions against liability; or (3) act in urgent circumstances to protect the rights, property, or personal safety of AnitaB.org and users of AnitaB.org, its websites or the public; (4) protect AnitaB.org from fraudulent, abusive, or unlawful uses;(5) investigate and defend ourselves against third party claims or allegations; (6) assist government enforcement agencies; or (7) protect the security or integrity of the Site(s).
Systers Site
AnitaB.org collects the following personal information from you when you register to use the Systers List: e-mail address, full name, gender, and a short essay discussing involvement in technical computing. We also collect and archive submissions to the Systers List and thus we retain any personal information you choose to include in those submissions. This site is a conversation-style site where members post questions and answers to each other and engage in other forms of communication based on the interests of the collective group. The information AnitaB.org collects from the members of the site is only for the purpose of ensuring the security and privacy
Personal information collected on the Systers Site may be used for the purposes of enabling registration, maintenance, support and participation in the Systers List.
In addition, archives of emails sent to the Systers List are maintained on the Systers Site and are accessible to list members. When they register to participate, Systers List members agree to be bound by the Systers List FAQs, which requires that information posted to the Systers List not be shared with non-members unless the explicit permission of the poster is sought and received, but AnitaB.org is not responsible for any undesired dissemination of information by members of the Systers List. You can unsubscribe from the Systers List at any time by entering your email address at the bottom of the Systers.org site and clicking “Unsubscribe or edit options.”
Non-identifiable Aggregated Data
Non-identifiable data is information that subsequently is used in aggregate form or in a manner that does not readily identify an individual. We may collect non-identifiable data whether or not you are a registered member of AnitaB.org. We may use non-identifiable data for purposes of research or analysis. We may conduct research on our customer demographics, internet usage, and interests and behavior based on personal data we gather. Although non-identifiable data may be based in part on personal information, it does not identify you personally.
AnitaB.org may share this type of non-identifiable data with a variety of third parties, including its affiliates, advertisers and other current and prospective business partners. AnitaB.org may use non-identifiable data collected for website administration, advertising and promotional purposes, for understanding the usage, viewing, and demographic patterns for certain programs, content, services, advertisements, promotions, and/or functionality on the Site(s), and we may share such information with various affiliated and unaffiliated entities for such purposes. We may also enter into agreements with outside companies that possess technology that allows us to customize our advertising and marketing messages. Your non-personally identifiable information and click stream data about your activities may be shared with these companies so this customization can be accomplished. Our agreement with these companies prohibits them from sharing your information with any third party or using it for any other purpose. Non-identifiable click stream and demographic information may also be shared with our advertisers and business partners.
Choice
You may, of course, decline to share your personal information with AnitaB.org, in which case AnitaB.org will not be able to provide to you some of the features and functionality found on the Site(s). If you would like us to limit communications to you or use or disclosure of your personal information, please make your request by email to Privacy@AnitaB.org. We will respond within a reasonable period to notify you either that we will use reasonable efforts to accommodate your request or alternatively, that we are unable to do so and will delete your personal information from our databases. You may request a copy of any information we have about you, update your information, or request any information about to be deleted from our databases at any time by emailing Privacy@AnitaB.org.
Access
The accuracy of information provided by you is your responsibility. You agree you will not knowingly provide us inaccurate information. If someone has spoofed your e-mail address or you have another reason you would like to have such information edited or removed, please send an email to Privacy@AnitaB.org with your request. Other personal information may be corrected, amended or deleted by requesting changes by email to Privacy@AnitaB.org.
Security Notice
While AnitaB.org uses certain measures intended to improve security, it is possible that information you provide us could be intercepted or otherwise accessed by unauthorized parties. In addition, any information sent to us by email may not be secure during transit, due to the nature of email. AnitaB.org does not provide any guarantees that information will not be accessed, disclosed, altered or destroyed by breach of any of our physical, technical, or managerial safeguards. If AnitaB.org learns of a security breach we will immediately notify you electronically so that you can take appropriate protective steps and inform you of what we are doing to help remedy the situation.
International Transfers
The Site(s) are hosted in the United States. If you choose to use the Site(s) from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personal information outside of those regions to the United States and by providing your personal information on the Site(s) you consent to that transfer. AnitaB.org will comply with the terms of this Privacy Policy regardless of where the information originates.
In the Event of Merger or Sale
In the event that AnitaB.org is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information that we have collected from users as part of such merger, acquisition, sale, or other change of control.
Third-Party Advertisers, Links to Other Sites
The Site(s) may be linked to internet websites operated by other companies or third-party sponsors. Some of these websites may be co-branded with our name or logo, even though they are not operated or maintained by us. AnitaB.org may also permit other companies, called third-party ad servers or ad networks, to serve advertisements within the Site(s). These third-party ad servers or ad networks may use technology to send, directly to your browser, some of the advertisements and links that appear on the Site(s). These advertisers may automatically receive your IP address if this happens.
AnitaB.org may work with third parties (e.g., Twitter, LinkedIn, and Facebook) who use web beacons, pixel tags, JavaScript code, and other technologies to collect or receive information from our Site and elsewhere on the Internet and use that information to provide measurement and conversion services and target advertisements. You may be able to opt-out of the collection and use of information for ad targeting by visiting www.aboutads.info/choices or by enabling do-not-track settings in your browser if your browser provides those settings.
You should consult the respective privacy policies of these third-party websites and third party ad servers or ad networks. AnitaB.org’s privacy policy does not apply to, and we cannot control the activities of, such other third party advertisers or websites. Please be aware that AnitaB.org does not warn you when you have chosen to link through to another website from the Site(s).
Children
Protecting the privacy of young children is especially important. For that reason, the Sites are not intended for or directed to persons under the age of 13 and AnitaB.org does not knowingly collect or maintain personal information on the Sites from persons under 13 years-of-age. Any person who provides their information to AnitaB.org through any part of Site(s) represents to AnitaB.org that they are 13 years of age or older. If AnitaB.org learns that personal information of persons less than 13 years-of-age has been collected on AnitaB.org without verifiable parental consent, then AnitaB.org will take the appropriate steps to delete this information. If you are a parent or guardian and discover that your child under the age of 13 has provided personal information to AnitaB.org, then you may alert AnitaB.org at Privacy@AnitaB.org and request that AnitaB.org delete that child’s personal information from its systems.
Cookies, Web Pixels, and Similar Technologies
To the extent website usage information is developed through use of session cookies, we will only use this information to facilitate your use of our Site(s). Cookies are data files that are written onto your computer by a website. Cookies remember information about your activities on a website. The data collected by the cookies is associated with your computer IP address for the duration of the cookie. AnitaB.org may use both session cookies and persistent cookies. Please review your web browser “Help” file to learn the proper way to modify your cookie settings. However, without cookies you may not have access to certain services on the Site. Third party advertisements displayed in connection with the Site may also contain cookies set by internet advertisers. We do not control these cookies and users of the Site should check the privacy policy of the advertisers to see whether and how it uses cookies.
AnitaB.org may use cookies to: (a) remember your information so that you will not have to re-enter it during your visit or the next time you visit the Site; (b) provide customized third-party advertisements, content, and information; (c) monitor the effectiveness of third-party marketing campaigns; (d) monitor aggregate site usage metrics such as total number of visitors and pages viewed; and (e) track your entries, submissions, and status in any promotions or other activities.
We may also automatically record certain information from your device by using various types of technology, including web beacons, pixel tags, JavaScript code, and other technologies. This automatically collected information may include your IP address or other device address or ID, web browser and/or device type, the web pages or sites that you visit just before or just after you use the Site(s), the pages or other content you view or otherwise interact with on the Site(s), and the dates and times that you visit, access, or use the Site(s). We also may use these technologies to collect information regarding your interaction with email messages, such as whether you opened, clicked on, or forwarded a message. This information is gathered from all users, and may be connected with other information about you.
Contacting AnitaB.org
If you would like to contact AnitaB.org regarding this Privacy Policy, please contact us by email at Privacy@AnitaB.org or by postal mail at Privacy Director, Anita Borg Institute for Women and Technology, 1301 Shoreway Road, Suite 425, Belmont, CA 94002.
NON–DISCLOSURE AGREEMENT
This Nondisclosure Agreement (this “Agreement”), effective _____________ (“Effective Date”) is entered into by and between Anita Borg Institute for Women and Technology, a California nonprofit organization, and its subsidiaries, affiliates, successors or assigns (“Company”), and ___________________________________ (“Recipient”) (each a “Party,” and collectively the “Parties”).
In consideration of Recipient’s engagement with Company, which Recipient acknowledges to be good and valuable consideration for Recipient’s obligations hereunder, and in consideration of the other covenants and conditions contained herein, Company and Recipient hereby agree as follows:
1. CONFIDENTIALITY
Recipient understands and acknowledges that during the course of engagement with Company, Recipient will have access to and learn about confidential and proprietary documents and information not generally known to the public, in tangible and intangible form, of and relating to Company, its businesses, and existing and prospective Associated Third Parties (collectively, “Confidential Information”). Confidential Information includes, but is not limited to: materials, data, research, articles, client lists, legal information, records, and other information of Company or an existing or prospective Associated Third Party. Recipient understands and agrees that Confidential Information developed by Recipient in the course of Recipient’s engagement by Company shall be subject to the terms and conditions of this Agreement as if Company furnished the same Confidential Information to Recipient in the first instance. Confidential Information shall not include information that is generally available to and known by the public, provided that such disclosure to the public is through no direct or indirect fault of Recipient or person(s) acting on Recipient's behalf.
2. DISCLOSURE AND USE RESTRICTIONS
A. Nonuse and Nondisclosure. Recipient agrees that during and after Recipient’s engagement with Company, Recipient will hold in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Recipient will not (i) access or use the Confidential Information for any purpose other than for the benefit of Company in the course of Recipient’s engagement; (ii) directly or indirectly disclose or make available Confidential Information, or allow it to be disclosed or made available, in whole or part, to any entity or person whatsoever (including employees or consultants of Company who are not required and/or authorized to use the Confidential Information in connection with the business of Company) and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of Recipient's authorized duties to Company and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared, and then such disclosure shall be made only to the extent of such duties; or (iii) copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of Company, except as required in the performance of Recipient's authorized engagement duties to Company.
B. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Company with prompt written notice of such disclosure. Recipient shall provide such written notice sufficiently in advance of making any disclosure to permit Company to contest the order or seek confidentiality protections, as determined in Company's sole discretion. If Company waives Recipient’s compliance with this Agreement or fails to secure a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information legally required to be disclosed. Any Confidential Information so disclosed will maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
3. ASSOCIATED THIRD PARTY CONFIDENTIAL INFORMATION
Recipient recognizes that Company has received and in the future will receive from third parties associated with Company, e.g., Company’s collaborators, licensors, award applicants, or partners (“Associated Third Parties”), confidential or proprietary information (“Associated Third Party Confidential Information”) subject to a duty on Company’s part to maintain the confidentiality of such Associated Third Party Confidential Information and to use it only for certain limited purposes. Associated Third Party Confidential Information may include, but is not limited to, the habits, practices, or employment data of Associated Third Parties and information related to the relationship between Company and Associated Third Parties. Recipient agrees at all times during engagement with Company and thereafter that Recipient owes to Company and its Associated Third Parties a duty to hold all such Associated Third Party Confidential Information in the strictest confidence, and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out work for Company consistent with Company’s agreement with such Associated Third Parties. Recipient agrees to comply with any and all Company policies and guidelines that may be adopted regarding Associated Third Parties and Associated Third Party Confidential Information. Recipient understands that the unauthorized use or disclosure of Associated Third Party Confidential Information or violation of any Company policies during engagement may lead to disciplinary action, up to and including immediate termination and legal action by Company.
4. RECIPIENT CONFIDENTIAL INFORMATION
Company does not wish to receive any confidential information from Recipient, and Company assumes no obligation, either expressed or implied, with respect to any information disclosed by Recipient to Company. Recipient agrees that during engagement with Company, Recipient will not improperly use, disclose, or induce Company to use any proprietary information or trade secrets of any former or current employer of Recipient or other person or entity with which Recipient has an obligation to keep in confidence. Recipient also agrees that Recipient will not bring onto Company’s premises or transfer onto Company’s technology system any proprietary information or trade secrets belonging to any third party unless disclosure to, and use by, Recipient has been consented to in writing by such third party.
5. DURATION OF CONFIDENTIALITY OBLIGATIONS
A. Term. Recipient understands and acknowledges that Recipient’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Recipient first having access to such Confidential Information. The obligations of Recipient under this Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known or made generally available through no action or inaction of Recipient or anyone acting on Recipient’s behalf.
B. Applicability to Past Disclosure. Without limiting the foregoing, Recipient agrees that if and to the extent that Recipient provided any services or made efforts on behalf of or for the benefit of Company, before Recipient began engagement by Company, or otherwise before the Effective Date hereof, (the “Prior Engagement Period”) and to the extent that during the Prior Engagement Period Recipient received access to any information from or on behalf of Company that would have been Confidential Information, then any such information shall be designated Confidential Information under the terms of this Agreement, and the Agreement shall apply to such information as if disclosed during the term of this Agreement.
6. RETURN OF MATERIALS
All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient shall be and remain the property of Company and shall be promptly returned to Company or destroyed (with proof of such destruction), each upon Company’s request.
5. NO LICENSE
Nothing in this Agreement is intended to grant any rights to Recipient under any intellectual property right of Company, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth in this Agreement.
6. NO WARRANTY
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” COMPANY MAKES NO WARRANTIES, EXPRESSED, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
7. REMEDIES
A. Acknowledgment of the Risk. Recipient acknowledges that Company's Confidential Information and Company's ability to reserve it for the exclusive knowledge and use of Company is of great importance and value to Company, and that improper use or disclosure of the Confidential Information by Recipient will cause irreparable harm to Company, for which remedies at law will not be adequate, and may also cause Company to incur financial costs, liability under confidentiality agreements with third parties, civil damages and criminal penalties.
B. Equitable Relief. In the event of a breach or threatened breach by Recipient of any of the provisions of this agreement, Recipient hereby consents and agrees that Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any arbitral authority or court of competent jurisdiction, as applicable, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
8. ARBITRATION.
Any controversy or claim arising out of or relating to this Agreement, shall be subject to arbitration to be held in Santa Clara County, California, in accordance with the rules then in effect of the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to the applicable arbitration rules (the “JAMS Rules”), which are available at http://www.jamsadr.com/rules-clauses/. The arbitrator shall issue a written decision on the merits and shall have the power to award any remedies available under applicable law, including granting injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and binding on the parties to arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. Company will pay for any administrative or hearing fees charged by the arbitrator or JAMS except that Recipient shall pay any filing fees associated with any arbitration that Recipient initiates. The arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure and the California Evidence Code, and the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to rules of conflicts-of-law. To the extent that the JAMS Rules conflict with California law, California law shall take precedence.
9. MISCELLANEOUS
This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts-of-law principles. This Agreement contains all the understandings and representations between Recipient and Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. If a court or other body of competent jurisdiction finds, any provision of this Agreement to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement.
IN WITNESS WHEREOF¸ the parties hereto have executed this Nondisclosure Agreement as of the Effective Date.
Privacy Policy and Non-Disclosure Agreement
Last Updated: June 21, 2018
Your privacy is important, so the Anita Borg Institute for Women and Technology (“AnitaB.org”) has created the following Privacy Policy to let you know what information we collect when you visit our Site(s) (as defined below), use our online services, or otherwise engage with us, and why we collect this information and how it is used.
Your Consent To This Privacy Policy
By using the Site(s), you expressly consent to the information handling practices described in this Privacy Policy. If you do not want information about you to be used in the manner set forth in this Privacy Policy, please do not use the Site(s).
This is our entire and exclusive Privacy Policy and it supersedes any earlier version. This Privacy Policy is incorporated into by reference and made a part of our Terms of Use for the Sites. We may periodically make changes to this Privacy Policy that we will include on this page. The effective date at the top of this page indicates the date of the most current Privacy Policy in effect. It is your responsibility to review this Privacy Policy frequently and remain informed about any changes to it, so we encourage you to visit this page often. Your continued use of the Site(s) constitutes your agreement to this Privacy Policy and any future revisions. AnitaB.org shall not be liable for any damages You may suffer as a result of its failure to provide you notice of any changes to this Privacy Policy as set forth herein. If you would like to be notified when this Privacy Policy is updated, please contact us by email at Privacy@AnitaB.org or by postal mail at Privacy Director, Anita Borg Institute for Women and Technology, 1301 Shoreway Road, Suite 425, Belmont, CA 94002.
Scope of Policy
This Privacy Policy explains the data collection and use practices of anitaborg.org, anitab.org, systers.org and any other websites or services, available through such sites, owned or operated by AnitaB.org (each a “Site” and, collectively, the “Sites”). This Privacy Policy does not apply to third-party sites with which AnitaB.org may be affiliated. Please consult the privacy policies of such third-party sites. Certain additional terms governing privacy on the Systers.org site (“Systers Site”) and restricted-access e-mail discussion lists, now or in the future (the “Systers Lists”) are set forth on the Systers List FAQs and below. AnitaB.org only provides information to third-parties that is necessary to successfully achieve the purpose for which the information was collected.
Your Rights
AnitaB.org is committed to honoring your privacy rights as follows:
Right of access to your personal information
Right to rectification of personal information help where it is incorrect or incomplete
Right of erasure of personal information (the “right to be forgotten”) if certain grounds are met
Right to restrict or suspend the processing of personal information
Right to complain to a supervisory authority should you believe your personal information is being misused
Right of data portability (if processing is based on consent and automated means)
Right to withdraw consent at any time (if processing is based on consent)
Right to object to processing (if processing is based on legitimate interests)
Right to object to processing of personal information for direct marketing purposes
What Information Is Collected?
Personal information means any information that may be used to identify an individual, including an individual’s first and last name, password, home or other physical address, an email address, phone number or other contact information.
You may provide personal information to AnitaB.org in connection with making a donation to AnitaB.org. We call personal information directly associated with donations “Donor Information.” Except with your explicit permission, we will not sell, share or trade Donor Information with any third party, nor send mailings using Donor information on behalf of other organizations. To the extent any Donor Information is processed through a third-party service provider, Donor Information will only be used for purposes necessary to process that activity.
Depending on how you initiate contact with AnitaB.org, we may ask you for any of the following information:
Name
Email address
Country of residence
Date of birth
Company affiliation
Career level
Information typically included on a resume
Payment processing information such as credit card number, postal code, and bank account information
Gender
Mailing address
Phone number
Age
Organization/Company
Professional Title
Professional Affiliation
Education
Racial Identity
Food Allergies
Special Accomodations
Generally, the information you provide when interacting with AnitaB.org is optional, but some information may be required in order for a particular process, transaction, or other interaction to properly execute. AnitaB.org may be unable to provide you with certain products or services should you elect not to share information that we require to be collected for a particular purpose. If you have questions about what information we will require to be collected for a particular purpose, please contact us at Privacy@AnitaB.org.
AnitaB.org also automatically receives and records information on our server logs from your browser, including your IP address, information contained in or conveyed by cookies and other similar technology (as described below), and the page you request through automated a metrics platform such as Google Analytics. This information is automatically logged through these services and will not be connected to your personal information by AnitaB.org for any reason.
AnitaB.org may also collect certain personal information or other information that you voluntarily disclosed, including without limitation in connection with registering for events or mailing lists, submission of job applications, responses to survey questions, providing comments, suggestions, and other information that you voluntarily submit. If you choose to provide such information, you are giving AnitaB.org the permission to use and store it consistent with this policy. Therefore, please understand that when you sign in with AnitaB.org, you are not anonymous to us.
We may also obtain information, including personal information, from third parties and other sources. If we combine or associate information from other sources with personal information that we collect, we will treat the combined information as personal information in accordance with this Privacy Policy.
How Is Such Information Used?
We may use personal information we collect in order to establish and enhance our relationship with you. AnitaB.org may use personal information to share with you information that we feel may be of interest to you, such as invitations to attend AnitaB.org events or the events of other carefully chosen organizations, to review and enhance our products and service offerings, to contact you about your membership, to provide local networking and educational opportunities, or otherwise to further our charitable purpose and to comply with applicable law. If you make charitable donations to AnitaB.org or otherwise engage in off-line activities with AnitaB.org, this Donor Information may be merged in our database with your online personal information. The information AnitaB.org collects and how the information is used will specifically depend on which of AnitaB.org’s products or services you use. AnitaB.org will only require you to provide us with information if it is needed for the legitimate interest of providing you with a product or service or the execution of a transaction. Any time you voluntarily submit information in additional to that described above, you are providing the information on a voluntary basis whereby you consent to our use of the information as described at the time requested. You can contact us at any time to adjust your privacy preferences or ask questions about how the information might be used.
Your personal information is only retained by AnitaB.org for as long as needed to facilitate the product or service, facilitate communication, or otherwise execute the purpose for which the information was obtained in the first place. This means that although much of the information can be deleted automatically (e.g. when you elect to unsubscribe from a newsletter), some will require manual review before doing so (e.g. you have purchased a ticket for an event and we need some way to verify who you are in order to be admitted to the event).
Tasks related to event organization and other functions of AnitaB.org are performed both by employees, agents and contractors of AnitaB.org and by volunteers (“AnitaB.org Volunteers”) who are not employees. By making use of the Site(s), you consent to allow AnitaB.org employees, agents, contractors, and AnitaB.org Volunteers to access any personal information you submit to the Site(s) to provide AnitaB.org with a specific service and not for any other purpose.
Additionally, AnitaB.org generally uses the information to operate, maintain, enhance, and provide all of the features and services found on the Site(s). Under certain circumstances (for example if you win a contest) we may post your personal information on the Site(s). However, we will notify you of this possibility when collecting personal information or we will obtain your consent to post this information. We may share your personal information with certain other websites that we link to (and that you click upon) in order to achieve the purpose of the connection with the Site(s). AnitaB.org may also use the information that we collect to understand and analyze the usage trends and preferences of our users, to improve the way the Site(s) work and look, and to create new features and functionality. The information may be stored and maintained for as long as reasonably necessary to effectuate the service requested and for a reasonable time thereafter.
When AnitaB.org Discloses Information
AnitaB.org discloses information to third parties as follows: (i) to agents, subcontractors and other third parties, including AnitaB.org volunteers, who are engaged by AnitaB.org in making the AnitaB.org products and services available and otherwise assisting AnitaB.org in its charitable purpose, including fundraising; and (ii) to selected affiliates, marketing partners and other organizations that AnitaB.org may affiliate with in furtherance of its charitable purpose. In addition, if you register to attend an event or conference sponsored by AnitaB.org, AnitaB.org may also disclose a list of attendee contact information to other attendees at such conference or event; provided, that AnitaB.org will provide attendees with the opportunity to opt-out of such disclosure. As described above, to the extent any Donor Information is processed through a third-party service provider, Donor Information will only be used for purposes necessary to process that activity.
AnitaB.org may disclose information if required to do so by law or in the good faith belief that such action is necessary to: (1) comply with state or federal laws (such as U.S. Copyright law), or respond to a court order, judicial or other government subpoena or warrant, or otherwise comply with legal process served on AnitaB.org or the Site(s); (2) protect and defend the rights or property of AnitaB.org or otherwise take precautions against liability; or (3) act in urgent circumstances to protect the rights, property, or personal safety of AnitaB.org and users of AnitaB.org, its websites or the public; (4) protect AnitaB.org from fraudulent, abusive, or unlawful uses;(5) investigate and defend ourselves against third party claims or allegations; (6) assist government enforcement agencies; or (7) protect the security or integrity of the Site(s).
Systers Site
AnitaB.org collects the following personal information from you when you register to use the Systers List: e-mail address, full name, gender, and a short essay discussing involvement in technical computing. We also collect and archive submissions to the Systers List and thus we retain any personal information you choose to include in those submissions. This site is a conversation-style site where members post questions and answers to each other and engage in other forms of communication based on the interests of the collective group. The information AnitaB.org collects from the members of the site is only for the purpose of ensuring the security and privacy
Personal information collected on the Systers Site may be used for the purposes of enabling registration, maintenance, support and participation in the Systers List.
In addition, archives of emails sent to the Systers List are maintained on the Systers Site and are accessible to list members. When they register to participate, Systers List members agree to be bound by the Systers List FAQs, which requires that information posted to the Systers List not be shared with non-members unless the explicit permission of the poster is sought and received, but AnitaB.org is not responsible for any undesired dissemination of information by members of the Systers List. You can unsubscribe from the Systers List at any time by entering your email address at the bottom of the Systers.org site and clicking “Unsubscribe or edit options.”
Non-identifiable Aggregated Data
Non-identifiable data is information that subsequently is used in aggregate form or in a manner that does not readily identify an individual. We may collect non-identifiable data whether or not you are a registered member of AnitaB.org. We may use non-identifiable data for purposes of research or analysis. We may conduct research on our customer demographics, internet usage, and interests and behavior based on personal data we gather. Although non-identifiable data may be based in part on personal information, it does not identify you personally.
AnitaB.org may share this type of non-identifiable data with a variety of third parties, including its affiliates, advertisers and other current and prospective business partners. AnitaB.org may use non-identifiable data collected for website administration, advertising and promotional purposes, for understanding the usage, viewing, and demographic patterns for certain programs, content, services, advertisements, promotions, and/or functionality on the Site(s), and we may share such information with various affiliated and unaffiliated entities for such purposes. We may also enter into agreements with outside companies that possess technology that allows us to customize our advertising and marketing messages. Your non-personally identifiable information and click stream data about your activities may be shared with these companies so this customization can be accomplished. Our agreement with these companies prohibits them from sharing your information with any third party or using it for any other purpose. Non-identifiable click stream and demographic information may also be shared with our advertisers and business partners.
Choice
You may, of course, decline to share your personal information with AnitaB.org, in which case AnitaB.org will not be able to provide to you some of the features and functionality found on the Site(s). If you would like us to limit communications to you or use or disclosure of your personal information, please make your request by email to Privacy@AnitaB.org. We will respond within a reasonable period to notify you either that we will use reasonable efforts to accommodate your request or alternatively, that we are unable to do so and will delete your personal information from our databases. You may request a copy of any information we have about you, update your information, or request any information about to be deleted from our databases at any time by emailing Privacy@AnitaB.org.
Access
The accuracy of information provided by you is your responsibility. You agree you will not knowingly provide us inaccurate information. If someone has spoofed your e-mail address or you have another reason you would like to have such information edited or removed, please send an email to Privacy@AnitaB.org with your request. Other personal information may be corrected, amended or deleted by requesting changes by email to Privacy@AnitaB.org.
Security Notice
While AnitaB.org uses certain measures intended to improve security, it is possible that information you provide us could be intercepted or otherwise accessed by unauthorized parties. In addition, any information sent to us by email may not be secure during transit, due to the nature of email. AnitaB.org does not provide any guarantees that information will not be accessed, disclosed, altered or destroyed by breach of any of our physical, technical, or managerial safeguards. If AnitaB.org learns of a security breach we will immediately notify you electronically so that you can take appropriate protective steps and inform you of what we are doing to help remedy the situation.
International Transfers
The Site(s) are hosted in the United States. If you choose to use the Site(s) from the European Union or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personal information outside of those regions to the United States and by providing your personal information on the Site(s) you consent to that transfer. AnitaB.org will comply with the terms of this Privacy Policy regardless of where the information originates.
In the Event of Merger or Sale
In the event that AnitaB.org is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information that we have collected from users as part of such merger, acquisition, sale, or other change of control.
Third-Party Advertisers, Links to Other Sites
The Site(s) may be linked to internet websites operated by other companies or third-party sponsors. Some of these websites may be co-branded with our name or logo, even though they are not operated or maintained by us. AnitaB.org may also permit other companies, called third-party ad servers or ad networks, to serve advertisements within the Site(s). These third-party ad servers or ad networks may use technology to send, directly to your browser, some of the advertisements and links that appear on the Site(s). These advertisers may automatically receive your IP address if this happens.
AnitaB.org may work with third parties (e.g., Twitter, LinkedIn, and Facebook) who use web beacons, pixel tags, JavaScript code, and other technologies to collect or receive information from our Site and elsewhere on the Internet and use that information to provide measurement and conversion services and target advertisements. You may be able to opt-out of the collection and use of information for ad targeting by visiting www.aboutads.info/choices or by enabling do-not-track settings in your browser if your browser provides those settings.
You should consult the respective privacy policies of these third-party websites and third party ad servers or ad networks. AnitaB.org’s privacy policy does not apply to, and we cannot control the activities of, such other third party advertisers or websites. Please be aware that AnitaB.org does not warn you when you have chosen to link through to another website from the Site(s).
Children
Protecting the privacy of young children is especially important. For that reason, the Sites are not intended for or directed to persons under the age of 13 and AnitaB.org does not knowingly collect or maintain personal information on the Sites from persons under 13 years-of-age. Any person who provides their information to AnitaB.org through any part of Site(s) represents to AnitaB.org that they are 13 years of age or older. If AnitaB.org learns that personal information of persons less than 13 years-of-age has been collected on AnitaB.org without verifiable parental consent, then AnitaB.org will take the appropriate steps to delete this information. If you are a parent or guardian and discover that your child under the age of 13 has provided personal information to AnitaB.org, then you may alert AnitaB.org at Privacy@AnitaB.org and request that AnitaB.org delete that child’s personal information from its systems.
Cookies, Web Pixels, and Similar Technologies
To the extent website usage information is developed through use of session cookies, we will only use this information to facilitate your use of our Site(s). Cookies are data files that are written onto your computer by a website. Cookies remember information about your activities on a website. The data collected by the cookies is associated with your computer IP address for the duration of the cookie. AnitaB.org may use both session cookies and persistent cookies. Please review your web browser “Help” file to learn the proper way to modify your cookie settings. However, without cookies you may not have access to certain services on the Site. Third party advertisements displayed in connection with the Site may also contain cookies set by internet advertisers. We do not control these cookies and users of the Site should check the privacy policy of the advertisers to see whether and how it uses cookies.
AnitaB.org may use cookies to: (a) remember your information so that you will not have to re-enter it during your visit or the next time you visit the Site; (b) provide customized third-party advertisements, content, and information; (c) monitor the effectiveness of third-party marketing campaigns; (d) monitor aggregate site usage metrics such as total number of visitors and pages viewed; and (e) track your entries, submissions, and status in any promotions or other activities.
We may also automatically record certain information from your device by using various types of technology, including web beacons, pixel tags, JavaScript code, and other technologies. This automatically collected information may include your IP address or other device address or ID, web browser and/or device type, the web pages or sites that you visit just before or just after you use the Site(s), the pages or other content you view or otherwise interact with on the Site(s), and the dates and times that you visit, access, or use the Site(s). We also may use these technologies to collect information regarding your interaction with email messages, such as whether you opened, clicked on, or forwarded a message. This information is gathered from all users, and may be connected with other information about you.
Contacting AnitaB.org
If you would like to contact AnitaB.org regarding this Privacy Policy, please contact us by email at Privacy@AnitaB.org or by postal mail at Privacy Director, Anita Borg Institute for Women and Technology, 1301 Shoreway Road, Suite 425, Belmont, CA 94002.
NON–DISCLOSURE AGREEMENT
This Nondisclosure Agreement (this “Agreement”), effective _____________ (“Effective Date”) is entered into by and between Anita Borg Institute for Women and Technology, a California nonprofit organization, and its subsidiaries, affiliates, successors or assigns (“Company”), and ___________________________________ (“Recipient”) (each a “Party,” and collectively the “Parties”).
In consideration of Recipient’s engagement with Company, which Recipient acknowledges to be good and valuable consideration for Recipient’s obligations hereunder, and in consideration of the other covenants and conditions contained herein, Company and Recipient hereby agree as follows:
1. CONFIDENTIALITY
Recipient understands and acknowledges that during the course of engagement with Company, Recipient will have access to and learn about confidential and proprietary documents and information not generally known to the public, in tangible and intangible form, of and relating to Company, its businesses, and existing and prospective Associated Third Parties (collectively, “Confidential Information”). Confidential Information includes, but is not limited to: materials, data, research, articles, client lists, legal information, records, and other information of Company or an existing or prospective Associated Third Party. Recipient understands and agrees that Confidential Information developed by Recipient in the course of Recipient’s engagement by Company shall be subject to the terms and conditions of this Agreement as if Company furnished the same Confidential Information to Recipient in the first instance. Confidential Information shall not include information that is generally available to and known by the public, provided that such disclosure to the public is through no direct or indirect fault of Recipient or person(s) acting on Recipient's behalf.
2. DISCLOSURE AND USE RESTRICTIONS
A. Nonuse and Nondisclosure. Recipient agrees that during and after Recipient’s engagement with Company, Recipient will hold in the strictest confidence and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Recipient will not (i) access or use the Confidential Information for any purpose other than for the benefit of Company in the course of Recipient’s engagement; (ii) directly or indirectly disclose or make available Confidential Information, or allow it to be disclosed or made available, in whole or part, to any entity or person whatsoever (including employees or consultants of Company who are not required and/or authorized to use the Confidential Information in connection with the business of Company) and, in any event, not to anyone outside of the direct employ of Company except as required in the performance of Recipient's authorized duties to Company and only after execution of a confidentiality agreement by the third party with whom Confidential Information will be shared, and then such disclosure shall be made only to the extent of such duties; or (iii) copy any documents, records, files, media or other resources containing any Confidential Information, or remove any such documents, records, files, media or other resources from the premises or control of Company, except as required in the performance of Recipient's authorized engagement duties to Company.
B. Compelled Disclosure. If Recipient becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Recipient will provide Company with prompt written notice of such disclosure. Recipient shall provide such written notice sufficiently in advance of making any disclosure to permit Company to contest the order or seek confidentiality protections, as determined in Company's sole discretion. If Company waives Recipient’s compliance with this Agreement or fails to secure a protective order or other appropriate remedy, Recipient will furnish only that portion of the Confidential Information legally required to be disclosed. Any Confidential Information so disclosed will maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
3. ASSOCIATED THIRD PARTY CONFIDENTIAL INFORMATION
Recipient recognizes that Company has received and in the future will receive from third parties associated with Company, e.g., Company’s collaborators, licensors, award applicants, or partners (“Associated Third Parties”), confidential or proprietary information (“Associated Third Party Confidential Information”) subject to a duty on Company’s part to maintain the confidentiality of such Associated Third Party Confidential Information and to use it only for certain limited purposes. Associated Third Party Confidential Information may include, but is not limited to, the habits, practices, or employment data of Associated Third Parties and information related to the relationship between Company and Associated Third Parties. Recipient agrees at all times during engagement with Company and thereafter that Recipient owes to Company and its Associated Third Parties a duty to hold all such Associated Third Party Confidential Information in the strictest confidence, and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out work for Company consistent with Company’s agreement with such Associated Third Parties. Recipient agrees to comply with any and all Company policies and guidelines that may be adopted regarding Associated Third Parties and Associated Third Party Confidential Information. Recipient understands that the unauthorized use or disclosure of Associated Third Party Confidential Information or violation of any Company policies during engagement may lead to disciplinary action, up to and including immediate termination and legal action by Company.
4. RECIPIENT CONFIDENTIAL INFORMATION
Company does not wish to receive any confidential information from Recipient, and Company assumes no obligation, either expressed or implied, with respect to any information disclosed by Recipient to Company. Recipient agrees that during engagement with Company, Recipient will not improperly use, disclose, or induce Company to use any proprietary information or trade secrets of any former or current employer of Recipient or other person or entity with which Recipient has an obligation to keep in confidence. Recipient also agrees that Recipient will not bring onto Company’s premises or transfer onto Company’s technology system any proprietary information or trade secrets belonging to any third party unless disclosure to, and use by, Recipient has been consented to in writing by such third party.
5. DURATION OF CONFIDENTIALITY OBLIGATIONS
A. Term. Recipient understands and acknowledges that Recipient’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon Recipient first having access to such Confidential Information. The obligations of Recipient under this Agreement shall survive until such time as all Confidential Information disclosed hereunder becomes publicly known or made generally available through no action or inaction of Recipient or anyone acting on Recipient’s behalf.
B. Applicability to Past Disclosure. Without limiting the foregoing, Recipient agrees that if and to the extent that Recipient provided any services or made efforts on behalf of or for the benefit of Company, before Recipient began engagement by Company, or otherwise before the Effective Date hereof, (the “Prior Engagement Period”) and to the extent that during the Prior Engagement Period Recipient received access to any information from or on behalf of Company that would have been Confidential Information, then any such information shall be designated Confidential Information under the terms of this Agreement, and the Agreement shall apply to such information as if disclosed during the term of this Agreement.
6. RETURN OF MATERIALS
All documents and other tangible objects containing or representing Confidential Information and all copies or extracts thereof or notes derived therefrom that are in the possession or control of Recipient shall be and remain the property of Company and shall be promptly returned to Company or destroyed (with proof of such destruction), each upon Company’s request.
5. NO LICENSE
Nothing in this Agreement is intended to grant any rights to Recipient under any intellectual property right of Company, nor shall this Agreement grant Recipient any rights in or to the Confidential Information except as expressly set forth in this Agreement.
6. NO WARRANTY
ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” COMPANY MAKES NO WARRANTIES, EXPRESSED, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ANY CONFIDENTIAL INFORMATION, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
7. REMEDIES
A. Acknowledgment of the Risk. Recipient acknowledges that Company's Confidential Information and Company's ability to reserve it for the exclusive knowledge and use of Company is of great importance and value to Company, and that improper use or disclosure of the Confidential Information by Recipient will cause irreparable harm to Company, for which remedies at law will not be adequate, and may also cause Company to incur financial costs, liability under confidentiality agreements with third parties, civil damages and criminal penalties.
B. Equitable Relief. In the event of a breach or threatened breach by Recipient of any of the provisions of this agreement, Recipient hereby consents and agrees that Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any arbitral authority or court of competent jurisdiction, as applicable, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
8. ARBITRATION.
Any controversy or claim arising out of or relating to this Agreement, shall be subject to arbitration to be held in Santa Clara County, California, in accordance with the rules then in effect of the Judicial Arbitration & Mediation Services, Inc. (“JAMS”), pursuant to the applicable arbitration rules (the “JAMS Rules”), which are available at http://www.jamsadr.com/rules-clauses/. The arbitrator shall issue a written decision on the merits and shall have the power to award any remedies available under applicable law, including granting injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive, and binding on the parties to arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. Company will pay for any administrative or hearing fees charged by the arbitrator or JAMS except that Recipient shall pay any filing fees associated with any arbitration that Recipient initiates. The arbitrator shall administer and conduct any arbitration in accordance with California law, including the California Code of Civil Procedure and the California Evidence Code, and the arbitrator shall apply substantive and procedural California law to any dispute or claim, without reference to rules of conflicts-of-law. To the extent that the JAMS Rules conflict with California law, California law shall take precedence.
9. MISCELLANEOUS
This Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. This Agreement, for all purposes, shall be construed in accordance with the laws of California without regard to conflicts-of-law principles. This Agreement contains all the understandings and representations between Recipient and Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. If a court or other body of competent jurisdiction finds, any provision of this Agreement to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. A Party’s failure to enforce any provision of this Agreement shall neither be construed as a waiver of the provision nor prevent the Party from enforcing any other provision of this Agreement. No provision of this Agreement may be amended or otherwise modified except by a writing signed by the Parties to this Agreement. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, but all of which together constitute one and the same agreement.
IN WITNESS WHEREOF¸ the parties hereto have executed this Nondisclosure Agreement as of the Effective Date.
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