Confidentiality Agreement

Op Central offers on-line demonstrations of its Software and Services ( Demo) on the condition that the Recipient reads the terms set out in this document ( Privacy Agreement) and agrees to be bound by its terms.

A Recipient is considered to have accepted this Privacy Agreement when the Recipient does any of the following:

submits a completed on-line form on Op Central’s “Schedule a live demo” webpage - opcentral.com.au/schedule-a-live-demo ( Demo Page); or
acknowledges that the Recipient agrees to the Privacy Agreement when scheduling a Demo (for example, as part of scheduling a Demo via the via the Demo Page - including checking the box appearing on the Demo Page appearing next the words “I agree Op Central's privacy agreement”.

A Recipient’s right to access a Demo is subject to the Recipient completing the form on the Demo Page and acknowledging that the Recipient agrees to be bound by this Privacy Agreement.

The Recipient’s access to any Demo, and the Confidential Demo Information, may be withdrawn or restricted at any time, including if:

the Recipient in any way breaches, or fails to comply with, the terms of this Privacy Agreement; or
Op Central determines, in its absolute discretion, that the Recipient is using, may use or intends to use the Demo or the Confidential Demo Information for any purpose other than the Permitted Purpose.

Maintenance of confidentiality

The Recipient may access a Demo and use the Confidential Demo Information solely for the Permitted Purpose but must otherwise:

keep the Confidential Demo Information confidential at all times;
not disclose the Confidential Demo Information unless it:

is being disclosed to other persons in the Recipient’s firm or business for the Permitted Purpose ( Further Recipient) and the Further Recipient has been made aware of the terms of this Privacy Agreement and has agreed to be bound by this Privacy Agreement;
is required by law;
is in or becomes part of the public domain, other than by reason of a breach of this Privacy Agreement or other confidentiality obligations;
was already known to the Recipient at the time of disclosure by Op Central, which knowledge is demonstrated by written documentation to the reasonable satisfaction of Op Central; or
is information the Recipient acquires from a third party entitled to disclose it on a non-confidential basis, which is demonstrated by written documentation to the reasonable satisfaction of Op Central;

use the Confidential Demo Information solely for the Permitted Purpose and not for any other purpose;
not make copies of the Confidential Demo Information, including but not limited to not:

downloading and saving a copy of the Confidential Demo Information;
recording the Demo;
taking a screenshot of the Confidential Demo Information; and/or
reverse engineering, decompiling or disassembling the Confidential Demo Information and any Intellectual Property Rights contained therein;

not make notes of the Confidential Demo Information, except as necessary in connection with the Permitted Purpose;
not directly or indirectly use the Confidential Demo Information to in any way compete with or damage the value or reputation of Op Central’s business, the Intellectual Property, the Software or the Services;
implement and maintain security measures to protect the confidentiality of the Confidential Demo Information; and
not directly or indirectly, without the prior written consent of Op Central, reveal, use, disclose, distribute or publish or permit the use, disclosure, distribution or publication of the Confidential Demo Information to any person other than its Further Recipients and otherwise than in accordance with this Privacy Agreement.

Recipient covenants

The Recipient:

will be wholly responsible for the acts or defaults of its Further Recipients who have access to the Confidential Demo Information;
enters into this Privacy Agreement on its own behalf and on behalf of any Further Recipient and that this Privacy Agreement shall bind any such Further Recipient;
agrees to indemnify OP Central against any loss suffered as a result of any breach of this Privacy Agreement by the Recipient or its Further Recipients;
acknowledges and agrees that:

the Confidential Demo Information is secret and confidential to Op Central and shall at all times remain the sole property of Op Central and this Privacy Agreement does not convey any Intellectual Property Rights or other interest of a proprietary or other nature in the Confidential Demo Information to the Recipient;
the Confidential Demo Information and any notes or copies made will be received and held in strict confidence by the Recipient; and
it must ensure that each Further Recipient is made aware of the terms upon which the Confidential Demo Information has been disclosed to the Recipient;

must not reproduce or permit the reproduction in any form of any part of the Confidential Demo Information;
must not sell, exchange, transfer, loan, encumber or in any other manner commercially exploit or seek to profit from any part of the Confidential Demo Information or otherwise use the Confidential Demo Information to the competitive disadvantage of Op Central; and
must immediately inform Op Central if it suspects, or becomes aware of, any unauthorised use, copying or disclosure of the Confidential Demo Information.

Return of Confidential Demo Information

The Recipient must, upon request by Op Central, immediately:

provide written confirmation of all Confidential Demo Information which it has received;
destroy all copies and notes, analyses, recordings, photos, compilations and other documents containing or reflecting the Confidential Demo Information;
delete entirely and permanently all of the Confidential Demo Information from every computer disk or electronic storage facility of any type owned or used by the Recipient; and
confirm in writing with Op Central promptly when it has complied with the above obligations.

Remedy

The Recipient acknowledges that:

the Confidential Demo Information is at all times the property of Op Central;
a breach of this Privacy Agreement would be harmful to the business interests of Op Central;
monetary damages alone would not be a sufficient remedy for a breach of this Privacy Agreement; and
in addition to any other remedy which may be available in law or equity, Op Central is entitled to interim, interlocutory and permanent injunctions or any of them to prevent breach of this Privacy Agreement and to compel specific performance of it.

Indemnity

The Recipient indemnifies Op Central against:

all losses suffered by Op Central;
all liabilities incurred by Op Central; and
the costs of all demands, actions and other proceedings against Op Central (including legal costs on a solicitor own client basis),

arising, directly or indirectly, as a result of or in connection with:

any breach of the obligations of the Recipient, whether express or implied, under this Privacy Agreement; or
an unauthorised disclosure by a person who received the Confidential Demo Information from the Recipient.

Intellectual Property

Except as may be otherwise expressly set out in this Privacy Agreement, the User Terms or agreed in writing by Op Central, the Recipient agrees that no implied or express transfer, right, licence or property is granted by or in this Privacy Agreement to the Recipient or any third party in relation to any part of the Confidential Demo Information (including the Intellectual Property).
Nothing in this Privacy Agreement will obligate Op Central to disclose its Confidential Information to the Recipient.
The Recipient:

agrees not to infringe the Intellectual Property or Intellectual Property Rights of Op Central subsisting in or with respect to the Confidential Demo Information;
confirms that any goodwill in the Intellectual Property Rights subsisting in or with respect to the Confidential Demo Information generated by the Recipient belongs to Op Central;
acknowledges that all Intellectual Property Rights of any nature subsisting in the Confidential Demo Information shall vest solely in Op Central;
will not use the Intellectual Property Rights subsisting in or with respect to the Intellectual Property Rights for anything other than the purposes set out in this Privacy Agreement; and
will not seek to claim ownership in or apply to register any:

trade or service mark in the Recipient's own or any other name which is the same as or similar to any trade or service mark owned or used by Op Central;
patent in the Recipient's own or any other name any patent which is the same as or similar to any patent owned by Op Central; or
Intellectual Property Rights which are based on or use any part of the Intellectual Property Rights subsisting in or with respect to the Confidential Demo Information.

Continuance of Obligations

The Recipient’s obligations and undertakings under this Privacy Agreement continue indefinitely and are for the benefit of and enforceable by Op Central and are binding on the Recipient.

Severance

The provisions of this Privacy Agreement will be separate and severable from each other to the extent that if any provision or provisions are considered inoperative, then the remaining provision or provisions will be binding on the Recipient and enforceable by Op Central.

Effect Of Waiver

Any delay or failure to enforce any term of this Privacy Agreement by Op Central will not be a waiver of any term of this Privacy Agreement. Any waiver by Op Central of a term of this Privacy Agreement must be in writing and will not constitute a waiver of subsequent breaches of the same or of a different kind.

Definitions

In this Privacy Agreement unless the context otherwise requires:

Confidential Demo Information

means all Confidential Information provided, made available, conveyed or disclosed by Op Central to the Recipient via a Demo.

Confidential Information

means:

the Intellectual Property;
Information which by its nature or by the circumstances of its disclosure, is or can reasonably be expected or regarded as, confidential to:

Op Central; or
any third party with whose consent or approval Op Central uses that Information;

all other Information belonging or relating to Op Central that is not generally available to the public at the time of disclosure other than by reason of a breach of this Privacy Agreement or which the Recipient knows, or ought reasonably to be expected to know, is confidential to Op Central; and
Information that at the time of disclosure by Op Central is identified to the Recipient as being confidential.

Customer

has the meaning given in the User Terms.

Information

means any:

information, whether oral, visual, graphic, electronic, written, coded, copied or in any other form whether tangible or otherwise;
concept, idea, research, record, material, document, documentation, analysis, data, sample, note, drawing, diagram, plan, artwork, design, specification, source code, development, algorithm, user manual, software (in whatever stage of development), ‘know-how’ or computer output;
patent, copyright or trademark now existing or pending following application;
flowchart, procedure, pattern, model, process, method, technique, material, market analysis, customer names, customer information, pricing information or financial information; or
method of production, use, operation or application of any Information.

Intellectual Property

means and includes all Intellectual Property Rights owned by, or which are confidential to, Op Central including but not limited to all Intellectual Property Rights subsisting in the Software, Services and Licensed Material.

Intellectual Property Rights

means and includes copyright, moral rights, patents, patentable inventions, industrial rights, concepts, designs and trade marks whether existing now or in the future and whether or not registered or registrable, and includes any rights subsisting in or relating to trade secrets, know how, ideas, inventions, discoveries, improvements, enhancements, geographical indications of origin, circuit layouts, programming tools, object code, source code, methods, techniques, recipes, formulae, algorithms, modules, libraries and databases and further includes the right to apply for the registration or grant of any such intellectual property rights.

Licensed Material

has the meaning given in the User Terms.

Op Central

means Vortilla Holdings Pty Ltd ABN 23 087 711 993 of Suite 25 / 20 Claremont St, South Yarra VIC 3141.

Permitted Purpose

means for the purpose of the Recipient viewing an on-line demonstration of the Software and Services via the Website for the sole purpose of the Recipient considering whether to become a Customer and/or install, use or access the Software, Services and/or Licenced Material pursuant to the User Terms.

Recipient

means any person (be it a natural person or body corporate) which accesses a Demo and/or comes into possession or control of any Confidential Information (including Confidential Demo Information).

Services

means any services offered by Op Central for use in conjunction with the Software.

Software

means the software applications owned by Op Central.

User Terms

means Op Central’s user terms contained on the Website.

Website

means Op Central’s website located at opcentral.com.au.

Interpretation

In this Privacy Agreement unless the context otherwise requires :

headings are for convenience only and will not affect the interpretation of this Privacy Agreement;
any reference to the word “including” means “including without limitation”;
words importing persons include the corporations, all bodies and associations, corporate or unincorporate, and vice versa and includes their heirs, successors, executors, administrators, permitted assigns and transferees and those claiming through or under them;
a reference to “Op Central” includes all subsidiaries and related entities of Op Central; and
a reference to a document includes but is not limited to any computer program, software, circuit, circuit layout, plan, drawing, specification, material, record and any other means by which the Confidential Information may be stored or reproduced.

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