Privacy Policy
AIMONKEY’S PRIVACY POLICY
Welcome to aiMonkey, your trusted partner in navigating the digital world. At aiMonkey, we are committed to protecting your privacy and ensuring the security of your personal information. This Privacy Policy outlines the practices we adhere to in safeguarding the information you entrust to us. When you engage with aiMonkey, whether by sending us an email, utilizing our contact forms, or submitting a Request for Proposal (RFP) through our website, you’re placing your trust in us. We want to assure you that this trust is not taken lightly. The documents and information you submit are subject to the comprehensive privacy policies established on this page. At aiMonkey, we guarantee the security of your information. We have implemented rigorous security measures and protocols to ensure that your personal data is protected from unauthorized access, disclosure, alteration, or destruction. Our commitment to your privacy is integral to our operations, and we continuously strive to uphold the highest standards of data protection. By choosing aiMonkey, you’re choosing a partner who values your privacy as much as you do. We invite you to read on to understand more about how we collect, use, protect, and handle your personal information.
HANDLING OF CONFIDENTIAL INFORMATION
Definition of Confidential Information
For the purposes of this Privacy Policy, “Confidential Information” encompasses any data or information proprietary to our clients (hereafter referred to as the “Disclosing Party”) that is not widely known to the public. This includes information submitted to aiMonkey (the “Receiving Party”) in any form, be it tangible or intangible, via any medium—whether directly through our website’s contact forms, email, or Request for Proposal (RFP) submissions, or indirectly through our representatives. The term covers a broad spectrum of information, including but not limited to:
1. Marketing strategies, financial projections, operations, sales estimates, business plans, and performance results related to the current or future business activities of the Disclosing Party, as well as its affiliates, subsidiaries, and affiliated companies.
2. Plans for products or services, customer and supplier lists.
3. Scientific or technical information, inventions, designs, processes, procedures, formulas, improvements, technologies, methods.
4. Concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software (source and object codes), flow charts, databases, inventions, information, and trade secrets.
5. Any other data that should reasonably be considered confidential to the Disclosing Party.
6. Information generated by the Receiving Party or its representatives that contains, reflects, or is derived from any of the information mentioned above.
2. Plans for products or services, customer and supplier lists.
3. Scientific or technical information, inventions, designs, processes, procedures, formulas, improvements, technologies, methods.
4. Concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software (source and object codes), flow charts, databases, inventions, information, and trade secrets.
5. Any other data that should reasonably be considered confidential to the Disclosing Party.
6. Information generated by the Receiving Party or its representatives that contains, reflects, or is derived from any of the information mentioned above.
The Receiving Party acknowledges the proprietary nature of the Confidential Information to the Disclosing Party and the significant efforts taken to develop and protect it. aiMonkey regards all such Confidential Information as highly confidential and treats it as trade secrets.
Exclusions from Confidential Information
Confidential Information does not include data or information that:
1. Was already lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by records.
2. Is received from a third party not bound by confidentiality obligations to the Disclosing Party and without breach of this Privacy Policy.
3. Becomes publicly known through no fault or failure to act by the Receiving Party in a way that violates its obligations under this Privacy Policy.
4. Is required to be disclosed by law, court order, or governmental authority, provided that aiMonkey complies with any pre-disclosure requirements outlined in this Privacy Policy. e) Is or has been independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information and without breaching the terms of this Privacy Policy.
2. Is received from a third party not bound by confidentiality obligations to the Disclosing Party and without breach of this Privacy Policy.
3. Becomes publicly known through no fault or failure to act by the Receiving Party in a way that violates its obligations under this Privacy Policy.
4. Is required to be disclosed by law, court order, or governmental authority, provided that aiMonkey complies with any pre-disclosure requirements outlined in this Privacy Policy. e) Is or has been independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information and without breaching the terms of this Privacy Policy.
In the context of this Privacy Policy, our clients are regarded as the Disclosing Party, and aiMonkey is the Receiving Party. aiMonkey is committed to protecting the confidentiality and privacy of our clients’ information, employing robust security measures to prevent unauthorized access, use, or disclosure of any Confidential Information.
DISCLOSURE OF CONFIDENTIAL INFORMATION
In the course of our interactions, aiMonkey (the “Receiving Party”) may receive Confidential Information from our clients (the “Disclosing Party”). We are committed to protecting the privacy and security of this information with the utmost care. In handling Confidential Information, aiMonkey will:
1. Restrict access to any Confidential Information solely to those of our directors, officers, employees, agents, or representatives (collectively, “Representatives”) who require this information to facilitate the current or future business engagements between aiMonkey and our clients. Access is granted strictly for purposes directly related to our service offerings and the business relationship with the Disclosing Party.
2. Inform our Representatives of the proprietary nature of the Confidential Information and the critical importance of maintaining its confidentiality. We will ensure that our Representatives are bound by confidentiality agreements that are at least as protective as the terms set forth in our Privacy Policy. aiMonkey assumes full responsibility for our Representatives’ compliance with these confidentiality obligations and will be liable for any breach of these terms.
3. Maintain the confidentiality of all received Confidential Information with a standard of care that matches or exceeds the care we apply to our own sensitive information. We are dedicated to employing reasonable and appropriate measures to safeguard the Confidential Information against unauthorized access, disclosure, alteration, or destruction.
4. Not disclose any Confidential Information to third parties, except as explicitly permitted by the terms of this Privacy Policy or as required by law. In cases where disclosure is legally mandated, aiMonkey will take all reasonable steps to notify the Disclosing Party in advance and seek to limit the scope of such disclosure to what is legally required.
2. Inform our Representatives of the proprietary nature of the Confidential Information and the critical importance of maintaining its confidentiality. We will ensure that our Representatives are bound by confidentiality agreements that are at least as protective as the terms set forth in our Privacy Policy. aiMonkey assumes full responsibility for our Representatives’ compliance with these confidentiality obligations and will be liable for any breach of these terms.
3. Maintain the confidentiality of all received Confidential Information with a standard of care that matches or exceeds the care we apply to our own sensitive information. We are dedicated to employing reasonable and appropriate measures to safeguard the Confidential Information against unauthorized access, disclosure, alteration, or destruction.
4. Not disclose any Confidential Information to third parties, except as explicitly permitted by the terms of this Privacy Policy or as required by law. In cases where disclosure is legally mandated, aiMonkey will take all reasonable steps to notify the Disclosing Party in advance and seek to limit the scope of such disclosure to what is legally required.
aiMonkey’s commitment to protecting the confidentiality of our clients’ information is paramount. We recognize the trust our clients place in us when they share their Confidential Information, and we strive to uphold this trust by implementing rigorous privacy and security practices.
USE OF CONFIDENTIAL INFORMATION
The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties’ existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.
COMPELLED DISCLOSURE OF CONFIDENTIAL INFORMATION
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided that the Receiving Party will disclose only that portion of the requested Confidential Information that, in the written opinion of its legal counsel, it is required to disclose. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent practicable, the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.
TERM
This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Transaction at the end of the second year). Notwithstanding the foregoing, the Receiving Party’s duty to hold in confidence Confidential Information that was disclosed during term shall remain in effect indefinitely.
RETURN OF CONFIDENTIAL INFORMATION
Receiving Party shall immediately return and redeliver to Disclosing Party all tangible material embodying any Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom, and all other documents or materials (“Notes”) (and all copies of any of the foregoing, including “copies” that have been converted to computerized media in the form of image, data, word processing, or other types of files either manually or by image capture) based on or including any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of the dealings between the parties contemplated hereunder; (ii) the termination of this Agreement; or (iii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its reasonable document retention policies. Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in the case of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying Confidential Information (or the reasonably nonrecoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction).
NOTICE OF BREACH
Receiving Party shall notify the Disclosing Party immediately upon discovery of, or suspicion of, (1) any unauthorized use or disclosure of Confidential Information by Receiving Party or its Representatives; or (2) any actions by Receiving Party or its Representatives inconsistent with their respective obligations under this Agreement, Receiving Party shall cooperate with any and all efforts of the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
NO BINDING AGREEMENT FOR TRANSACTION
The parties agree that neither party will be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that they each reserve the right, in their sole and absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with respect to a Transaction at any time. This Agreement does not create a joint venture or partnership between the parties. If a Transaction goes forward, the non-disclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. In the event such provision is not provided for in said transaction documents, this Agreement shall control.
WARRANTY
NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party’s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.
MISCELLANEOUS
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with respect to the subject matter hereof. This Agreement can only be modified by a written amendment signed by the party against whom enforcement of such modification is sought.
(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Delaware applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Delaware shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to, the terms of this Agreement and Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non conveniens or any similar objection.
(c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.
(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.
(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.
(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.
(b) The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Delaware applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof. The Federal and state courts located in Delaware shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to, the terms of this Agreement and Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non conveniens or any similar objection.
(c) Any failure by either party to enforce the other party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.
(d) Although the restrictions contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement will be enforced as if such provision was not included.
(e) Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, electronic-mail, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party first indicated above (or such other addressee as may be furnished by a party in accordance with this paragraph). All such notices or communications shall be deemed to have been given and received (a) in the case of personal delivery or electronic-mail, on the date of such delivery, (b) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch and (c) in the case of mailing, on the seventh business day following such mailing.
(f) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent will not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.
(g) The receipt of Confidential Information pursuant to this Agreement will not prevent or in any way limit either party from: (i) developing, making or marketing products or services that are or may be competitive with the products or services of the other; or (ii) providing products or services to others who compete with the other.
(h) Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.