Terms & Condition

OPTIMIZE FINANCE and the Recipient are collectively referred to as the “Parties” and each, a “Party”. NOW, THEREFORE, the Recipient and OPTIMIZE FINANCE agree as follows:

1. The Recipient represents and warrants OPTIMIZE FINANCE that the Recipient seeks limited venture research data and other educational information from OPTIMIZE FINANCE solely for the limited purpose of evaluating OPTIMIZE FINANCE and the Transaction, and that the publicly available information on OPTIMIZE FINANCE and the Transaction is inadequate for Recipient to perform such analysis.

2. As used in this Agreement, “Confidential Information” means all venture and market research data, analyses and reports, venture plan and projection, and other information and data provided by OPTIMIZE FINANCE or one of its affiliates or any party on their behalf (the “Disclosing Party”) to the Recipient, together with all interpretations, conclusions and similar work product of the Recipient derived in their review of the same. Confidential Information includes but not limited to (1) business plans, methods, and practices; (2) personnel, customers, and suppliers;

(3) inventions and/or creations, processes, methods, products, patent applications, and other proprietary rights; (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information; or (5) all documents and data and any other tangible manifestations of the foregoing which are disclosed to the Recipient.

3. The Recipient declares and is aware that all information presented by OPTIMIZE FINANCE is not in any way considered or intended to be solicitation of funds of any sort, or any type of offering, but is intended for general knowledge and educational purposes only.

4. The Recipient affirms that any information from OPTIMIZE FINANCE and its associates are of the Recipient’s own choice and free will, and further that OPTIMIZE FINANCE has not solicited the Recipient in any way.

5. Except as expressly authorized by the prior written consent of OPTIMIZE FINANCE, the Recipient will:

a) Keep the Confidential Information confidential and limit discussion of and access to all Confidential Information to Recipient’s stakeholders (such as direct family members) who have a need to know the Confidential Information in connection with the evaluation of the Transaction;

b) Advise its stakeholders who have access to the Confidential Information of the existence of this Agreement and the obligations arising hereunder and/or under applicable securities laws;

c) Take appropriate action by instruction or agreement with its stakeholders who have access to the Confidential Information to fulfill their obligations hereunder and under applicable securities laws;

d) Safeguard all Confidential Information received by it by using a reasonable degree of care, no less than that degree of care used by Recipient in safeguarding its own confidential information;

e) Use of the Confidential Information solely in connection with the evaluation of the Transaction and for no other purpose whatsoever; and

f) Not to disclose the Confidential Information to any third party without OPTIMIZE FINANCE’s written consent prior.

6. Upon the written request of OPTIMIZE FINANCE, the Recipient will surrender (or confirm in writing the destruction of) all Confidential Information.

7. The obligations of confidentiality and restrictions upon use set out in this Agreement do not apply to any Confidential Information which the Recipient proves:

a) Was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the Recipient;

b) Was lawfully received by the Recipient from a third party free of any confidentiality obligations on the part of the Recipient;

c) Is required to be disclosed by a judicial or administrative proceeding, provided that the Recipient must provide OPTIMIZE FINANCE with as much notice as reasonably possible prior to such disclosure, giving OPTIMIZE FINANCE the opportunity to seek a protective order or other similar protection.

8. This Agreement does not confer any rights on the Recipient with respect to the Confidential Information, except as expressly set out in this Agreement.

9. Because money damages would be inadequate remedy for the breach or threatened breach of this Agreement, the Recipient and OPTIMIZE FINANCE agree that OPTIMIZE FINANCE may seek the remedy of specific performance of the terms of this Agreement, together with other equitable remedies that might be appropriate at the time of such breach or threatened breach.

10. In the event that due to the breach or threatened breach of this Agreement by the Recipient the Recipient will fully indemnify OPTIMIZE FINANCE from any losses be it monetary or legal costs in any legal proceedings against them by a third party or a third party against OPTIMIZE FINANCE. Any costs incurred by OPTIMIZE FINANCE in OPTIMIZE FINANCE’s defense will be fully borne by the Recipient. OPTIMIZE FINANCE reserves the right to the full payment of costs incurred without prejudicing OPTIMIZE FINANCE’s legal rights to pursue further compensation. 

11. This Agreement will be effective during the duration of the package agreement with OPTIMIZE FINANCE and will only expire one year after expiry of the package agreement or earlier termination of the package agreement.

12. The Recipient must, and will procure its stakeholders will in writing, to keep secret and will not at any time use for another’s advantage, or disclose to any person, firm or company (except for such disclosure to its stakeholders for the purpose of evaluating the Transactions, or except for such disclosure as is required by law). The Recipient must not permit any thirdparty unauthorized access to the Confidential Information or permit any third party to collect or retain any Confidential Information without the Disclosing Party’s prior written consent.

13. The Recipient hereby confirm that he/she has requested of OPTIMIZE FINANCE and its associates, specific confidential information and documentations regarding a currently available collaboration opportunities to serve for the Recipient’s interest, purposes and understanding only, and not for further distribution. 

14. The Recipient hereby expressly confirm and declare that the Recipient is fully aware that the information presented is not in any way considered or intended to be solicitation of funds of any sort, or any type of offering, but is intended for general knowledge and educational purposes only. The Recipient affirm that he/she has requested information on his/her own choice and free will, and further that OPTIMIZE FINANCE and its associates have not solicited him/her in any way.