Co-mmunity Business Address and Mail Handling Terms & Conditions

 CONFIDENTIALITY; RESTRICTIVE COVENANTS. 1.1. “Confidential Information” includes written machine-reproducible and visual materials; all verbal disclosures; the terms of this Agreement; any software, whether in object, source or executable code; documentation and nonpublic financial information; information relating to the Company's or any other member's methods of operations; names, addresses, telephone numbers and other identifying information relating to clients; compilations and lists of clients; personnel data relating to the Company and other members; information contained in placement lists, job orders, applications, files, inter-office referral documents and other documents; nonpublic plans for new products and services, improvements and marketing strategies; and business contacts, pricing, business plans, techniques, methods and processes. 1.2. “Trade Secret” shall have the meaning as defined under California Civil Code Section 3426.1. The Parties acknowledge and agree that Company’s client list in the form of a compiled database, otherwise publicly unavailable, constitute a Trade Secret. 1.3. Confidentiality. The Member agrees to receive and maintain the Confidential Information and Trade Secrets of the Company and other members as a confidential disclosure and shall not disclose such Confidential Information and Trade Secrets or any part thereof to any other person or entity, or use or permit any use of such Confidential Information and Trade Secrets of the Company or other members or any part thereof or attempt to sell, assign, convey, lease, sub-license, commercially exploit, and/or otherwise market or use, in any way or manner, except as herein expressly permitted, except as follows: (i) with the Company’s prior written consent in each instance of disclosure or (ii) if the Member is required by law to disclose Confidential Information or Trade Secrets, but only after prompt notice to the Company, such that it has a reasonable opportunity to oppose or prevent a disclosure, and only to the extent so required. The foregoing nondisclosure obligations shall not apply to Confidential Information or Trade Secrets (a) which is or becomes publicly available other than through the breach of this Agreement, (b) which was known to the recipient prior to the disclosure by the other party, (c) which a party rightfully receives from a third party not bound by any confidentiality agreement with respect thereto, (d) which is independently developed by the recipient, or (e) which is required to be disclosed pursuant to legal or governmental requirements; provided, that disclosure under this clause (e) shall be limited to persons legally entitled to receive the information. 1.4. Non-Disparagement. During the term of this Agreement and thereafter, the Members agrees to take no action which is intended, or would reasonably be expected, to harm the Company, any other member, their respective reputation, or which would reasonably be expected to lead to unwanted or unfavorable publicity for the Company or any other member.

INDEMNIFICATION; LIMITATION OF LIABILITY. 2.1. Indemnification. The Member shall protect, defend, indemnify and hold the Company harmless from any claims, demands, suits, damages, losses, expenses, liabilities or causes of action arising or resulting directly or indirectly from or in connection with: (i) the Member's breach of this Agreement; (ii) the Member's and/or the Member's agent’s acts or omissions in operating its business; and (iii) the Member's and/or the Member's agent’s negligent acts or omissions. The Member also agrees to indemnify, protect and hold the Company harmless from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to the Member. Member's obligations hereunder shall include the Company’s cost of defense (i.e., legal fees and costs), as well as the payment of any final judgment rendered against the Company. 2.2. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR OTHER REPRESENTATIVES OF EACH OF THEM BE LIABLE TO THE MEMBER FOR ANY INDIRECT LOSS OR DAMAGES OF ANY KIND. THIS INCLUDES, WITHOUT LIMITATION, FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, ECONOMIC, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF DATA OR SETTINGS, OR EXPENSE OF ANY KIND CAUSED BY OR TO THE MEMBER OR THE MEMBER'S PROPERTY, EXCEPT FOR ANY LOSS OR DAMAGE CAUSED BY THE WILLFUL MISCONDUCT OR NEGLIGENT ACTS OF COMPANY, EVEN IF FORESEEABLE OR EVEN IF ENTITIES AND INDIVIDUALS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR STRICT LIABILITY. NOTHING IN THESE TERMS OF SERVICE LIMITS OR EXCLUDES COMPANY’S LIABILITY TO THE EXTENT IT CANNOT BE LIMITED OR EXCLUDED BY LAW. 2.3. DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE MEMBERSHIP GRANTED HEREUNDER AND ANY SERVICE OFFERED BY THE COMPANY IS AT THE MEMBER'S SOLE RISK. THE COMPANY MAKES NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.

MISCELLANEOUS. 3.1. Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 3.2. Survival. The covenants on the part of the Member and the Company contained in Sections 2 and 3 of this Agreement shall survive termination of this Agreement, and the existence of any claim or cause of action of the Member against the Company, whether predicated on this Agreement or otherwise. 3.3. Assignment Prohibited. No Party may assign or transfer its rights or obligations under or interest in this Agreement without the prior written consent of the other Parties hereto, except that the Company may assign this Agreement to any affiliated party or any party which purchases substantially all of the assets of the Company. 3.4. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter, and any and all prior agreements, understandings or representations with respect to the subject matter hereof are terminated and canceled in their entirety and are of no further force or effect, but specifically excluding the Agreement and the agreements, documents, and instruments provided for herein. 3.5. Governing Law. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the Parties. 3.6. Venue. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against any of the parties only in the courts of the State of California, County of San Diego, and each of the parties consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and irrevocably waives any objection to venue laid therein. 3.7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed original, but all of which together shall constitute one and the same instrument. 3.8. Acknowledgment. The Parties acknowledge that they have fully read and completely understand the terms, nature, and effect of this Agreement, and have had the opportunity to consult with legal counsel before executing this Agreement. The Parties further acknowledge that they are executing this Agreement freely, knowingly, and voluntarily and that each Party’s execution of this Agreement is not the result of any fraud, duress, mistake, or undue influence whatsoever. In executing this Agreement, neither party has relied on any inducements, promises, or representations by the Company other than the terms and conditions herein.

Cobot Terms & Conditions

Cobot is the web platform used by Co-mmunity La Jolla to provide this website.

See Cobot Terms

back