TERMS OF USE

The Terms of Use (Agreement) becomes effective upon dispatch of your request (hereinafter referenced as "User") for a demonstration of the application.  The Agreement is by and between ProspectingSuccess.com, a division of Intel Capital Partners, LLC (Company) AND User.

User shall include all direct and indirect subsidiaries and parents, and their respective directors, officers, and employees ("affiliates"), and the rights and obligations of the User shall inure to such affiliates and may be enforced directly by or against such affiliates.  Additionally, User shall include any employees, officers, directors, agents, assigns, and any entity or contractual relationship the same possesses a direct, indirect or beneficial interest in.

As an express condition to each party disclosing Confidential Information to the other party and in consideration of the mutual promises and covenants herein, the parties agree as follows:

1. Non-Disclosure. User shall hold all Confidential Information (as defined in Section 2) in strict confidence and shall not disclose any Confidential Information to any third party, without the prior written approval of the Company. User shall disclose Confidential Information only to employees who need to know such information to evaluate the possible business transaction with the Company, and who have entered into this Agreement, by requesting a demonstration at ProspectingSuccess.com.  User shall not use any Confidential Information for any purpose except to evaluate a possible business transaction with the Company. User shall take all reasonable measures to protect the confidentiality and avoid the unauthorized use, disclosure, publication, or dissemination of Confidential Information; provided, however, that such measures shall be no less stringent than measures taken to protect User's own confidential and proprietary information. User agree that User will not interfere with any business of the Company through the use of any Confidential Information acquired hereunder nor use any Confidential Information for User's own account. User acknowledges that the Company is neither responsible nor liable for any business decisions made by User in reliance upon any Confidential Information disclosed pursuant hereto.

2. Confidential Information. "Confidential Information" in this Agreement means all information and any idea in whatever form, tangible or intangible, whether disclosed to or learned by User, pertaining in any manner to the business of the Company or to the Company's affiliates, subsidiaries, consultants or business associates, whether in written, oral, encoded, graphic, magnetic, electronic or in any other tangible or intangible form, and whether or not labeled as confidential by the Company or otherwise provided by the Company. "Confidential Information" includes, without limitation, the following: (a) contacts, schematics, techniques, employee suggestions, development tools and processes, computer printouts, computer programs, design drawings and manuals, and improvements; (b) information about costs, profits, markets and sales; (c) plans for future development and new product concepts; and (d) all documents, books, papers, drawings, models, sketches, and other data of any kind and description, including electronic data recorded or retrieved by any means, that have been or will be given to User by the Company, as well as written or verbal instructions or comments.

3 Use of Information by Recipient. User agrees to use the Confidential Information only for the purposes of evaluating the possibility of a future collaboration with the Company and in connection with such future collaboration, if any. User agrees to restrict disclosure of the Confidential Information solely to its employees and agents who have a need to know such Confidential Information and to advise such persons of their obligations under this Agreement. Further, User shall not disclose the Confidential Information to third parties, including independent contractors or consultants, without the prior express written consent of the Company, and shall advise such third parties of their obligations hereunder. User agrees to use reasonable means, not less than those used to protect User's own proprietary information, to safeguard the Confidential Information.

4 Non-circumvention/ No Reverse Engineering. For twenty four months (24) months after the termination of this Agreement, in writing, User and User's officers and directors, separately and individually, will not make any effort to circumvent the terms of this Agreement or in any way reverse engineer any Company relationship or Confidential Information.  Additionally, User shall not take any action to indirectly gain the benefits of the Confidential Information or the Company’s relationships, including but not limited to, (a) contracting directly with any employee, independent contractor, consultant or Strategic Partner of the Company or (b) hiring or contracting with any future employee, independent contractor, consultant or Strategic Partner of the Company.

5 Remedies. User agree that the unauthorized disclosure or use of Confidential Information (including Circumvention of the Company) will cause irreparable harm and significant injury, which may be difficult to ascertain.  User recognize that any violation of this Agreement could cause the Company irreparable harm and significant injury, the amount of which may be extremely difficult to estimate, thus, making any remedy at law or in damages inadequate.  Therefore, User agree that the Company shall have the right to apply to any court of competent jurisdiction for an order restraining any breach or threatened breach of this Agreement and for any other relief the Company deems appropriate.  This right shall be in addition to any other remedy available to the Company in law or equity.

6 Ownership of the Information. The Company retains title to its respective Confidential Information and all copies thereof. User hereby acknowledges that the Confidential Information is proprietary to the Company. Further, User represents that it has no agreement with any other party that would preclude its compliance with this Agreement.

7 Survival. User's duty of confidentiality, non circumvention and no reverse engineering under this Agreement shall survive the termination of this Agreement.

8 General. This Agreement shall be binding upon and for the benefit of the Company upon User and User's respective successors and assigns.  Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.  This Agreement supersedes and replaces any existing agreement entered into by the parties relating generally to the same subject matter, and may be modified only in writing signed by the Company.  The Company shall recover from User any fees, costs and/or expenses reasonably incurred to enforce this Agreement and/or any damages for any violation hereunder.  This Agreement contains the entire agreement between the parties, and shall be governed by Florida Law, with venue proper in Orange County, Florida.