This website, EstesConcaves.com, is provided by Estes Performance Concaves and is subject to the terms and conditions set forth in this document and allows you to view and submit certain content.  Any person accessing or using this website is referred to as “You.” Estes Performance Concaves or any employee, agent or consultant is referred to as “Owner.” You and Owner are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

ACCEPTANCE OF TERMS

By using or visiting this website or any software, and services provided to you on, from, or through this website you signify your agreement to the following Confidentiality and Non-Disclosure Agreement (herein “NDA”). If you do not agree to any of these terms or conditions please do not use the website or agree to following terms and conditions.

 

Estes Performance Concaves may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Estes Performance Concaves will not notify you when changes are made to these Terms of Service, as a result, you should periodically review the most up-to-date version at our terms of use page. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

CONFIDENTIALITY & NON-DISCLOSURE

For the purposes of this NDA, the term Confidential Information means all nonpublic, confidential and/or proprietary information of the Owner in whatever form transmitted to the You, including, without limitation, business plans, intellectual property, trade secrets, know-how, all customer data and information, specifications, drawings, sketches, models, samples, reports, plans, forecasts, methods of doing business, current or historical data, computer programs or documentation and all other technical, financial or business data.

 

Confidential Information will not include information, whether labeled confidential or not, that is: (i) generally available to the public other than as a result of an unauthorized disclosure by the You or any Affiliates (as defined below), (ii) made public by the Owner or any Affiliates, (iii) already in the possession of the You or any Affiliates on a non-confidential basis at the time of receipt from the Owner or (iv) received from a third party on a non-confidential basis and without breach of this NDA; provided that You is not aware that such third party is bound by a confidentiality NDA with, or other contractual, legal or fiduciary obligation of confidentiality to, the Owner or any other party with respect to such information.  In addition, Confidential Information of the Owner may be disclosed if required to be disclosed by the You or any Affiliates pursuant to any applicable law, rule or regulation or pursuant to a final, non-appealable order of a court or other governmental body; provided, that the You will provide the Owner with prompt written notice so that the Owner may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this NDA with respect to such required disclosure.  In the event that such protective order or other remedy is not obtained, or that the Owner waives compliance with the provisions of this NDA, the You will furnish only that portion of the Owner’s Confidential Information which it is advised by written opinion of its counsel is legally required and will exercise its commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the disclosed Confidential Information.

 

You or any Affiliates or like will maintain Confidential Information provided by or on behalf of the Owner or any Affiliates in confidence, not use any such Confidential Information for any purpose other than the Purpose, or as otherwise authorized by the Owner in writing, and not disclose any such Confidential Information to any person or entity, except employees, advisors and representatives of the You and any Affiliates who have a need to know and who have been informed of the confidential nature of the information and the You’s and any Affiliates’ obligations under this NDA with regard to nondisclosure and use of such Confidential Information.  The You shall remain liable for any breaches of this NDA by any Affiliates or persons to whom the You disclosed the Owner’s Confidential Information, notwithstanding the fact that the You informs such Affiliates or persons of the confidential nature of the information and the You’s obligations under this NDA.  The You and any Affiliates will use at least the same degree of care to avoid disclosure of the Owner’s Confidential Information as they use for their own confidential information of like importance and in any event will use no less than a reasonable degree of care.  Further, except with the written consent of the Owner, neither You nor any Affiliates will disclose, to any of the Owner’s Affiliates, any Confidential Information received from or on behalf of the Owner. 

 

All Confidential Information that is disclosed by or on behalf of the Owner or any Affiliates to the You or any Affiliates under this NDA is and will remain property of the Owner and/or any Affiliates. You shall not be deemed to have retained or failed to destroy any of the Owner’s Confidential Information which are contained on servers or back-up sources if such Confidential Information is deleted from local hard drives and no attempt is made to recover such Confidential Information from such servers or back-up sources.  The rights and obligations of the Parties under this NDA will survive any return, retention or destruction of Confidential Information.

 

This NDA DOES NOT CONSTITUTE an offer by either party or to license its trade secrets, know-how, inventions, patent application(s), issued patent(s), designs or technology or to convey any assets to the other party.  Nothing in this Agreement nor the act of making disclosures hereunder will be deemed to grant either party any right or license under the Information or patents of the other party. Nothing in this NDA will be construed as granting the You a license, franchise or similar right, expressly or impliedly, for any invention, discovery or improvement made, conceived or acquired in relation to the Owner’s Confidential Information or otherwise, or under any patent, trademark, copyright or other intellectual property right, except as necessary for a You’s authorized use of the Owner’s Confidential Information.  Neither Party makes any representation or warranty with respect to any information furnished hereunder but will furnish information in good faith to the best of its knowledge and ability.  The Owner and any Affiliates will not have any liability or responsibility for errors or omissions in, or any business decisions made by the You in reliance on, any of the Owner’s Confidential Information disclosed under this NDA.  

 

Each Party understands and agrees that money damages would not be a sufficient remedy for any breach of this NDA by it or by any Affiliates or persons to whom it discloses Confidential Information of the other Party, and that the Owner shall be entitled to specific performance and/or injunctive relief as a remedy for any such breach, it being acknowledged and agreed that any breach of the provisions of this NDA will cause irreparable injury to the Owner.  Any such relief will be in addition to and not in lieu of any other appropriate relief in the way of money damages or otherwise.  Notwithstanding anything to the contrary in this NDA, neither Party shall be liable for any indirect, incidental, punitive, exemplary, special or consequential damages.  No failure or delay in exercising any right, power or privilege under this NDA shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this NDA.

 

Neither Party will in any way or in any form disclose, publicize or advertise in any manner the discussions that give rise to this NDA or the discussions or negotiations covered by this NDA, or the fact that discussions or negotiations are taking place between the Parties, without the prior written consent of the other Party.  Without the prior written consent of the Owner, neither the You nor any of any Affiliates will use any of the Owner’s Confidential Information for any purpose whatsoever, except the analysis, investigation and evaluation of the proposed business relationship and any proposed business dealings between the Parties.

 

This NDA is the complete NDA of the Parties concerning the subject matter hereof and supersedes any prior such NDAs; may not be amended or modified in any manner, except in a writing signed by the Parties. THIS NDA WILL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS.  THE PARTIES MUTUALLY CONSENT TO THE JURISDICTION OF THE FEDERAL AND STATE COURTS IN DALLAS COUNTY, TEXAS AND AGREE THAT ANY ACTION, SUIT OR PROCEEDING CONCERNING, RELATED TO OR ARISING OUT OF THIS NDA AND THE NEGOTIATION OF THIS NDA WILL BE BROUGHT ONLY IN A FEDERAL OR STATE COURT IN DALLAS COUNTY, TEXAS AND THE PARTIES AGREE THAT THEY WILL NOT RAISE ANY DEFENSE OR OBJECTION OR FILE ANY MOTION BASED ON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, INCONVENIENCE OF THE FORUM OR THE LIKE IN ANY CASE FILED IN A FEDERAL OR STATE COURT IN DALLAS COUNTY, TEXAS.

 

If any provision of this NDA is found to be unenforceable, the unenforceable provision will be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the Parties as expressed herein.