Confidentiality Undertaking

YOU HAVE ASKED VIM FOR CERTAIN CONFIDENTIAL INFORMATION. BY CLICKING THE “I AGREE” BUTTON BELOW YOU HEREBY ACCEPT ALL THE TERMS AND CONDITIONS CONTAINED HEREIN (HEREINAFTER: “AGREEMENT”). IF YOU DON’T AGREE TO THESE TERMS YOU SHOULD NOT CLICK THE “I AGREE” BUTTON AND EXIT THIS PAGE. YOU MAY NOT RECEIVE ANY CONFIDENTIAL INFORMATION UNLESS YOU HAVE CLICKED THE “I AGREE” BUTTON BELOW.

This Agreement is between you and Vim, Inc.,548 Market St PMB 84904, San Francisco, CA 94104-5401 and its affiliates, subsidiaries and successors (“Vim”).

1. Definition of Confidential Information.
“Confidential Information” means any information disclosed by Vim with regards to your request to receive confidential information including for example and without limitation, information concerning research, development, design details and specifications, security methods, architecture, internal processes, policies and procedures, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans, trade secrets, pending patents or trademarks applications, all programs and applications codes (in all of their formats) and systems’ and applications’ user interface, whether disclosed by Vim, or any of its Affiliates.

2. Nondisclosure and Nonuse Obligations.
You may not use any Confidential Information for any purpose, other than internal, non-commercial evaluation (the “Purpose”). You are not allowed to disseminate, reverse engineer or in any way disclose any Confidential Information to any third party. You hereby agree to take all required measures (and at least measures which are customary and acceptable) to secure the Confidential Information and to treat it with the same degree of care as you accord to your own Confidential Information, but not less than reasonable care. You may disclose Confidential Information only to employees, consultants and contractors who need to know the information to assist you with respect to the Purpose. You certify that each of your employees, consultants and contractors are bound by terms and conditions substantially similar to those terms and conditions applicable to you under this Agreement. You will provide Vim with an immediate written notice upon becoming aware of any loss, or concern of loss, of any Confidential Information or part thereof, and any concern regarding leakage of Confidential information and/or unauthorized transfer of Confidential Information to third parties.

3. Ownership and Return of Confidential Information and Other Materials.
All of Vim’s Confidential Information and Evaluation Material are the property of Vim and no license or other rights to Vim’s Confidential Information or Evaluation Material is granted or implied hereby. “Evaluation Material” means all reports, studies, analyses, interpretations, compilations, memoranda, notes and any other written or electronic materials prepared by you or any of its Representatives which contain, reflect or are derived or based, in whole or in part, upon any confidential Information of Vim. “Representatives” means and includes your directors, officers and other employees, as well as their financial advisors, legal counsel, accountants, consultants and other advisors, agents and representatives. All materials (including, without limitation, documents, drawings, papers, storage media, tapes, models, apparatus, sketches, designs and lists) furnished by Vim to you are the property of Vim. Within five (5) days after any request by Vim, you shall, to the extent reasonably possible, destroy (including delete) or deliver to Vim, at Vim’s option, (a) all Vim-furnished materials and (b) all materials in your possession or control (even if not Vim-furnished) that contain or disclose any of Vim’s Confidential Information or Evaluation Material. Upon request, you will provide Vim with a written certification by any of your senior officers of your compliance with the obligations under this Section.

4. No Warranty.
All Confidential Information is provided by Vim “AS IS” and without any warranty, express, implied or otherwise, regarding the Confidential Information’s completeness, accuracy or performance. Vim shall not be liable for you or to any third party for any damages, direct or indirect, with regards to the accuracy, completeness or nature of the Confidential Information.

5. Term.
This Agreement shall govern all communications between the Parties that are made from the time the Parties began the negotiations discussions to the date on which you receives from Vim written notice that subsequent communications shall not be so governed; provided, however, that your obligations under Section 2 (Nondisclosure and Nonuse Obligations) will continue in perpetuity with respect to Vim’s Confidential Information that you have previously received until the obligations no longer apply pursuant to Section 3 (Exclusions from Nondisclosure and Nonuse Obligations).

6. No Assignment.
You will not assign or transfer any rights or delegate any performance under this Agreement without the prior written consent of Vim, and any assignment of rights or delegation of performance in violation of this Section is void and in breach of this Agreement.

7. Injunctive Relief.
If you breach this Agreement it will cause irreparable and continuing damage to Vim for which money damages are insufficient, and Vim shall be entitled to seek injunctive relief and/or a decree for specific performance, and other relief as may be proper (including money damages if appropriate).

8. Governing Law; Forum.
The laws of the United States of America and the State of California govern all matters arising out of or relating to this Agreement without giving effect to any conflict of law principles. Each of the Parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in San Francisco, California, as applicable, for any matter arising out of or relating to this Agreement.

9. Severability.
If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision, and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

10. Waiver; Modification.
If a Party waives any term, provision or a Party’s breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by the Party against whom such waiver is asserted. This Agreement may be modified only if authorized representatives of both Parties consent in writing.

11. Entire Agreement.
This Agreement constitutes the final and exclusive agreement between the Parties with respect to the treatment of Confidential Information disclosed hereunder. It supersedes all agreements, whether prior or contemporaneous, written or oral, concerning the subject matter of this Agreement. Nothing in this Agreement shall bind Vim to enter into further agreements or transactions nor shall it be interpreted to establish any partnership or joint venture between the Parties or between Vim and any other third party.

12. Notices.
The addresses of the Parties for the purposes of sending formal notices is as follows: (1) Vim address is as stipulated in the heading of this Agreement (2) Your address is the latest address given to Vim and if not given than the address in your website. Any notice sent by registered mail shall be considered as received upon (1) confirmation of receipt received by you or by the carrier or (2) upon the carrier’s written confirmation that you are not located in the address or refused to receive the notice. Any notices sent by electronic mail (email) shall be considered as received only upon your confirmation.