The present document is the Policy of Confidentiality of the company ALIRO INC. (“Receiving Party”) and is an integral part of the Terms of Service.
By accessing and using the present Platform you agree to be bound by the terms and provisions of the present Policy of Confidentiality provided by the company ALIRO INC.
In this present document of the Policy of Confidentiality the term “CONFIDENTIAL INFORMATION” shall mean information (which may be in written, oral or electronic form) regarding the User (“Disclosing Party”), both the User’s Affiliates, their activity and any other information which became known to the company ALIRO INC, their related persons, or was developed as a result of negotiations, including but not limited to, all information or data of any nature made available, furnished, revealed or disclosed (directly or indirectly) by the Disclosing Party to the Receiving Party in connection with or as a result of using the B2B global commodities trading and analytics Platform, content of the Negotiations between the User and the company ALIRO INC. or their Related Persons in relation to the Platform and the terms of any potential business relationship or transaction arising from using the Platform.
The CONFIDENTIAL INFORMATION shall include but may not be limited to technical, financial, commercial and propriety information, know-how or trade secrets of any kind, information or data of -- or in relation to sales volumes, prices, discount levels, trade margins, support and investment levels, analyses, compilations, studies, reports, proposals, presentations or other materials, whether created or produced by or on behalf of the Disclosing Party or is otherwise acquired in anticipation of, during, or as a result of -- or is in any way connected with using of the Platform.
As used in this present document of Policy of Confidentiality, the term “Affiliate” is defined as any body or individual (either private, public or otherwise) that is affiliated to a company, or any other company that is under common or multilateral control of another company; and for these purposes, a company shall be deemed to have control of another company if (directly or indirectly) it owns a majority of the voting shares of the other company or is entitled to (directly or indirectly) appoint a majority of the directors or otherwise direct the management of the company, whether by contract or otherwise.
As used in this Policy of Confidentiality, the term “Related Persons” is defined as a representative of the Parties including directors, managers, employees, sub-contractors, auditors, professional advisors of the Parties or any subsidiary (branch, or representative office) of the User who have lawful access to the CONFIDENTIAL INFORMATION.
As used in this Agreement, the term “Arrangements” is defined as a provision and/or an agreement between the Users and the company ALIRO INC. during Negotiations.
As used in this Agreement, the term “Negotiations” is defined as negotiations and/or discussions made between the Users and the company ALIRO INC. in connection to the use of Platform.
The term “CONFIDENTIAL INFORMATION” does not include information that:
- is in the public domain at the time of its disclosure or a subsequent time without breach to this Policy of Confidentiality;
- was revealed by the Disclosing Party to a third party who was not bound by any confidentiality obligation or covenant;
- was made available by a third party who was not restricted from disclosure by any confidentiality obligations or covenant;
- was lawfully in possession of the Receiving Party or its Related Persons in a documented form prior to its disclosure and acquired directly or indirectly from the Disclosing Party or its Related Persons or from a third party without the knowledge of the Receiving Party or its Related Persons’, or any confidentiality obligation or covenant (provided that the Receiving Party is able to prove it).
The Receiving Party shall not disclose to third parties the CONFIDENTIAL INFORMATION provided by the Disclosing Party without prior written consent of The Disclosing Party. The Receiving Party may not use the CONFIDENTIAL INFORMATION except for the purpose of Compliance. This rule provided by this clause shall not apply when the disclosure of the CONFIDENTIAL INFORMATION is a requirement of the law and the company ALIRO INC. complying with this requirement shall give prior written notice of such disclosure to the Users.
The company ALIRO INC. and the User hereby agree:
- to limit the disclosure of the CONFIDENTIAL INFORMATION to those of the Related Persons to whom in the course of their duties such information is strictly necessary for the purposes of compliance;
- to ensure that such Related Persons are bound by non-disclosure obligations with respect to the CONFIDENTIAL INFORMATION not less strict than those set out in this Policy of Confidentiality;
- to ensure that such Related Persons abide by the stated obligations;
- not to make any copies in any form of any documents containing the CONFIDENTIAL INFORMATION or authorize other persons to do so, save for (i) the purpose of supplying the CONFIDENTIAL INFORMATION to persons to whom the disclosure of the CONFIDENTIAL INFORMATION is expressly permitted by the Agreement or (ii) with the prior written consent of the Disclosing Party;
- to avoid actions that are in any way related to non-sanctioned access to information resources available to the User. In the case that the User grants the company ALIRO INC. full or partial access to their information resources, the company ALIRO INC. takes responsibility to use such access for the purposes of gaining the information essential and sufficient for compliance.
Both Parties hereby accept full liability for their own actions and will indemnify the other Party against any wrongful use or disclosure of the CONFIDENTIAL INFORMATION by any of their Related Persons to whom the CONFIDENTIAL INFORMATION is available, even if such use or disclosure took place when all their affiliations with the relevant Party were stopped, unless the relevant Party can show that it took reasonable measures to prevent such wrongful use or disclosure of CONFINDENTIAL INFORMATION.
The Receiving Party shall keep the CONFIDENTIAL INFORMATION secret and confidential and may not, without prior written consent of the Disclosing Party, disclose (whether in writing or orally), in whole or in part, to any other person nor use for any purpose (including any competitive or commercial purpose) other than in connection with the process of compliance.
The Receiving Party shall take all reasonable precautions to ensure that the CONFIDENTIAL INFORMATION (save for the CONFIDENTIAL INFORMATION which was disclosed orally and has not been reduced into writing or stored on any disk, tape or other device) is kept in a secure place at all times and is properly protected against theft, damage, loss or unauthorized access.
The Receiving Party confirms that the CONFIDENTIAL INFORMATION disclosed by the Disclosing Party remains the sole property of the Disclosing Party and the execution of this Agreement does not mean that the Receiving Party is given the right to use such information to its own advantage both directly or by way of including it in any intellectual property asset.
Should the Receiving Party be required to disclose the CONFIDENTIAL INFORMATION pursuant to the law, by-law, judicial action, legal process or pursuant to a request issued by a governmental or regulatory authority, the Receiving Party shall notify the Disclosing Party of such a requirement and take all necessary steps as may be practicable to agree to the contents of the disclosure with the Disclosing Party before officially making the disclosure, if not prohibited by law.
Should the Parties later abandon their intentions for the purpose of which the CONFIDENTIAL INFORMATION has been disclosed, the Receiving Party shall return to the Disclosing Party upon its request (or destroy if so requested by the Disclosing Party and confirm such destruction in writing to the Disclosing Party) the CONFIDENTIAL INFORMATION contained in any and all related materials. In addition, the Receiving Party and its Related Persons must expunge as far as practically possible (and confirm such expunction in writing to the Disclosing Party) all CONFIDENTIAL INFORMATION from any computer, word-processor or device containing the CONFIDENTIAL INFORMATION, to the extent possible without detriment to the functions of security or required archiving systems of such devices.
In the event that either the company ALIRO INC. or the User violate any of their obligations contemplated herein, such party shall indemnify and hold the other party harmless against any damage that is caused.
The company ALIRO INC. and the User acknowledge that the use of the CONFIDENTIAL INFORMATION by the company ALIRO INC. or its Related Persons for any purpose other than the specific purpose of compliance, or the unauthorized disclosure of the CONFIDENTIAL INFORMATION by the company ALIRO INC. or its Related Persons will be extremely detrimental to the User and its Affiliates and would cause irreparable harm to the business of the User and its Affiliates which cannot adequately or fully be compensated by monetary damages or any other rights or remedies available to the User and its Affiliates under contract or law, the User and its Affiliates shall be entitled to an immediate return of the CONFIDENTIAL INFORMATION and to an equitable relief including an injunction restraining such a breach or the threat of a breach and/or the specific performance of any of the provisions of this Policy of Confidentiality, and in such case no bond or other security shall be required in connection therewith.
Nothing contained in this Policy of Confidentiality shall be construed, by implication or otherwise:
as an obligation on either the company ALIRO INC. or the User to enter into any further agreement relating to any of the CONFIDENTIAL INFORMATION;
as granting any license, rights, title or interest to the company ALIRO INC. except for the specific right to receive and use the CONFIDENTIAL INFORMATION for the specific purpose of compliance;
as an obligation of the User to disclose any of the particulars of the CONFIDENTIAL INFORMATION;
as preventing the User from disclosing, in their sole and absolute discretion, the CONFIDENTIAL INFORMATION to any third party; or
as restricting the User or its Affiliates from engaging in the same or similar discussions with any third party.
The obligations provided by this Policy of Confidentiality with respect to any CONFIDENTIAL INFORMATION shall continue for a period of ten (10) years from the time of disclosure of such CONFIDENTIAL INFORMATION or until the time that the CONFIDENTIAL INFORMATION is no longer of a commercially sensitive or confidential nature, whichever is latest.