If you do not agree to these Terms, do not use the Website. We can change these Terms at any time without any notice to you. It is your responsibility to review these Terms from time to time for any changes as it creates a binding legal agreement between you and Lexica. If you use the Website after we have changed any of the Terms, you are agreeing to all of the changes.
You agree (i) to hold the Lexica’s Confidential Information in strict confidence, (ii) not to disclose such Confidential Information to any third parties, and (iii) not to use any Confidential Information for any purpose except as explicitly authorized by the other party.
As used in this Agreement, “Confidential Information” means all nonpublic information relating to Lexica that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential information includes, without limitation (i) information contained on nonpublic website pages protected by password, nonpublic information related to the business, operations, strategy, marketing, finances, personnel, technology, client lists, partnerships, current prospects, pricing strategies, service fees and rates, and information regarding projects, leads, customers, suppliers, affiliates, of Lexica; (ii) all know-how, data, ideas, methodologies, techniques, program, formulas, tests, works in progress, all matter related with intellectual, scientific and similar creations, expressed by any medium or support, tangible or intangible, be it written, verbal, graphical, magnetic, electronic, or any other, learnt or revealed throughout discussions, studies or any other work realized between parties; and (iii) all communication, be it oral, written, graphical, magnetic, electronic, or in any other form visibly marked as confidential, known to be or reasonably assumed to be confidential by the receiving party, or confidential in nature as received in course of discussions, studies or other conducted work.
Confidential Information will not include information which:
(i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public;
(ii) was acquired by the receiving party before receiving such information from the disclosing party and without restriction as to use or disclosure;
(iii) is hereafter rightfully furnished to the receiving party by a third party, without restriction as to use or disclosure;
(iv) is information which the receiving party can document was independently developed by the receiving party;
(v) is required to be disclosed pursuant to law, provided the receiving party uses reasonable efforts to give the disclosing party reasonable notice of such required disclosure in order to obtain a protective order; or
(vi) is disclosed with the prior written consent of the disclosing party.
You agree to exercise extreme care in protecting the confidentiality of any Confidential Information as characterized in this agreement. You agree to (i) not use confidential information received for own profit or that of third parties, (ii) adopt all necessary measures to safeguard the information and preserve its confidential character, (iii) impede access to confidential information by third parties or unauthorized personnel, and (iv) inform authorized personnel of the confidential character of received information and of the limitations in such information’s divulgence.
You recognize and agree that nothing contained in this Agreement will be construed as granting any rights to you, by license or otherwise, to any of Lexica’s Confidential Information except as specified in this Agreement. No warranty is provided with respect to our Confidential Information, which is received "as is."
You acknowledge that all of Lexica’s Confidential Information is owned solely by us (or our licensors) and that the unauthorized disclosure or use of such Confidential Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, you agree that Lexica will have the right to obtain an immediate injunction enjoining any breach of this Agreement, without the requirement of a bond of any kind or nature, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.
This Agreement shall be construed and controlled by the laws of Colombia. Any dispute or disagreement arising out of or relating to this Agreement shall be to a court of competent jurisdiction in Colombia, and the Parties hereto hereby irrevocably consent to submit to the venue and jurisdiction of such court.
This Agreement will remain in effect for five years from the date of the last disclosure of Confidential Information, including your last access to our private website, at which time it will terminate.