PremaTax Evaluation Terms & Conditions

Evaluation Terms & Conditions

Last updated: May 23, 2024

These Evaluation Terms and Conditions (this “Agreement”) are made and entered into by and between the person, or company if acting on behalf of a company, accessing PremaTax (“User”) and Terabitten Technologies Inc. (“Terabitten”).

RECITALS

User wants to access to PremaTax for evaluation purposes;
PremaTax will include Confidential Information and possibly includes trade secrets;
Terabitten wants to keep such Confidential Information and trade secrets protected; and
Terabitten wants to provide such protection to data enter into PremaTax for evaluation purposes.

User and Terabitten agree as follows:

“Confidential Information”

means any proprietary, technical, or business information that a party possesses which is not available on an unrestricted basis to the public. This includes any information disclosed to a party by any third party which such party has agreed, or is otherwise obligated, to treat as confidential or proprietary. This does not include (a) any information that is in the public domain, (b) becomes publicly known through no fault of the receiving party, or (c) is otherwise known by the receiving party before obtaining access to it under this Agreement or properly received from a third party without an obligation of confidentiality.

Confidential Information

From the time of disclosure and for five years thereafter, each party shall not disclose the other party’s Confidential Information to third parties and shall not use the other party’s Confidential Information except (a) as necessary to perform its obligations under the Agreement, or (b) as required by a court or governmental authority; provided however, that prior to making such disclosure, User shall provide the disclosing party with prompt written notice of any such requirement so that the disclosing party may seek a protective order or other appropriate remedy.

Trade Secrets

In perpetuity, each party shall not disclose the other party’s trade secrets to third parties and shall not use the other party’s trade secrets except (a) as necessary to perform its obligations under the Agreement, or (b) as required by a court or governmental authority; provided however, that prior to making such disclosure, User shall provide the disclosing party with prompt written notice of any such requirement so that the disclosing party may seek a protective order or other appropriate remedy.

Limited Processing

Each Party may disclose such Confidential Information or Trade Secrets to its vendor(s) for the purpose of data storage or internal communications if such Party has an agreement with such vendor(s) that:

protects such Confidential Information, at a minimum, to substantially the same extent as this Agreement;
does not allow Confidential Information to become publicly known; and
does not allow trade secrets to become publicly known.

Waiver

Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

Partial Invalidity

No partial invalidity of this Agreement shall affect the remainder.

Integration

This contract contains the entire agreement of the parties with respect to the matters covered by its terms. No other agreement, statement, or promise made by any party, or to any employee, officer, or agent of any party that is not contained in this contract shall have any force or effect.

Governing Law

This Agreement shall be governed by and construed pursuant to the laws of the state of Texas without regard to its conflict or choice of law rules.

Right of Access

Terabitten may terminate User’s access to PremaTax at any time in Terabitten’s sole discretion, with or without notice to User.

Privacy Policy

Data provided to Terabitten shall be subject to Terabitten’s privacy policy if not covered by this Agreement.