This Non-Disclosure Agreement (“Agreement”) is entered into as of the date written below (the “Effective Date”) between Yahoo Holdings, Inc., a Delaware corporation with offices at 701 First Avenue, Sunnyvale, CA 94089 and its Affiliates ("Yahoo"), and the party signing below ("You" or “Your”). By signing below, You agree to the terms and conditions of this Agreement.
1. In connection with Your participation in a survey to evaluate certain technologies, products, or marketing materials of Yahoo or Yahoo’s partners (the "Survey"), You may receive certain Confidential Information (as defined below) of Yahoo and/or Yahoo’s partners. Yahoo provides such Confidential Information to You only subject to the terms set forth in this Agreement.
2. “Confidential Information” means all non-public technical and non-technical information of Yahoo and/or its licensors or partners (including but not limited to product information, plans and pricing, financials, marketing plans, business strategies, customer information, data, research and development, software and hardware, APIs, specifications, designs, proprietary formulae and proprietary algorithms).
3. “Affiliate” (in the case of Yahoo) means Oath Inc., Yahoo Holdings International B.V., and any corporation or other legal entity that Controls, is Controlled by, or is under common Control with any of the foregoing, where “Control” means the direct or indirect ownership of more than fifty percent (>50%) of the shares or similar interests entitled to vote for the election of directors or other persons performing similar functions.
4. You agree to (a) hold the Confidential Information in confidence; (b) use such Confidential Information only for the Survey; and (c) to the extent applicable, not create other works from or disassemble any such Confidential Information unless otherwise specified in writing by Yahoo. You agree and understand that Yahoo may use Your suggestions and comments for any purpose without compensation of any kind.
5. The restrictions in Section 4 will not apply to Confidential Information to the extent that You can provide written documentation to show it (a) was in the public domain at the time of disclosure; (b) became publicly available after disclosure to You without breach of this Agreement; (c) was lawfully received by You from a third party without such restrictions; (d) was known to You prior to Your receipt from Yahoo; (e) was independently developed by You without reference to such Confidential Information; or (f) is required to be disclosed by You pursuant to judicial order or other compulsion of law, provided that You will provide to Yahoo prompt notice of such order and comply with any protective order imposed on such disclosure.
6. You acknowledge and agree that Yahoo is not required to disclose any particular information to You and any disclosure pursuant to this Agreement is entirely voluntary and does not, in itself: (a) create warranties or representations of any kind; (b) create a commitment as to any product, service, or prospective business relationship; (c) constitute solicitation of any business or the incurring of any obligation not specified herein; or (d) constitute a license or transfer of ownership under any intellectual property rights of Yahoo or its licensors. In addition, the existence and terms of this Agreement and the fact that discussions have taken, are taking, or may take place may not be disclosed by You without Yahoo's prior written consent.
7. You further acknowledge and agree that as part of your participation in this survey you may be exposed to information which contains adult content.
