Who we are

Our website address is: https://dandelion-inc.com.

PROPRIETARY INFORMATION AGREEMENT

This Proprietary Information Agreement (the “Agreement”) is entered into by and between Dandelion-Inc, a company duly organized under the laws of the State of Ohio, with its principal place of business at 3120 Linden Place, Canfield OH 44406 (the “Company”), and the undersigned member (the “Member”). This Agreement governs the exchange and protection of proprietary and confidential information between Dandelion-Inc and the Member.

DEFINITION OF PROPRIETARY INFORMATION

Proprietary Information: For purposes of this Agreement, “Proprietary Information” refers to any and all documents, materials, resources, data, intellectual property, trade secrets, designs, concepts, methodologies, techniques, business plans, strategies, software, training materials, research, or any other information or content created, provided, or disclosed by Dandelion-Inc or its owner to the Member, whether in written, verbal, electronic, or any other form. This information is owned exclusively by Dandelion-Inc and its owner.

Confidentiality of Proprietary Information: All Proprietary Information exchanged between Dandelion-Inc and the Member is considered confidential and proprietary to Dandelion-Inc. The Member acknowledges that such information is vital to Dandelion-Inc’s business interests and is protected by law, including but not limited to intellectual property laws, trade secret protections, and non-disclosure laws.

USE OF PROPRIETARY INFORMATION

Permitted Use: The Member agrees to use the Proprietary Information solely for the purpose of engaging in their business in a manner consistent with the services provided by Dandelion-Inc and the membership they have with Dandelion-Inc. The Member agrees that any access to Proprietary Information is granted exclusively during their membership, and the information will only be used for their personal business activities and not for any other purpose.

Access During Membership: The Member’s access to the Proprietary Information is granted on the condition that they remain an active member of Dandelion-Inc. The Member’s status as an active Member is governed under the Dandelion-Inc Member Services Agreement. If the Member’s membership is canceled or terminated for any reason, the Member will immediately lose access to all Proprietary Information provided by Dandelion-Inc and agrees to destroy or return all such information upon request from Dandelion-Inc.

RESTRICTIONS ON DISCLOSURE AND USE

No Sharing or Distribution: The Member agrees that they will not share, disclose, distribute, or otherwise make available the Proprietary Information to any third party outside of the permitted use set forth in this Agreement, without the express written consent of Dandelion-Inc. This restriction applies both during and after the term of the Member’s membership.

Non-Compete and Non-Solicitation: The Member agrees not to use the Proprietary Information to directly or indirectly compete with Dandelion-Inc, solicit its clients, or use the information to develop or provide services or materials similar to those provided by Dandelion-Inc.

TERMINATION OF ACCESS TO PROPRIETARY INFORMATION

Termination of Membership: If the Member cancels or terminates their membership for any reason, all rights to access and use Proprietary Information will immediately cease. The Member agrees to return or destroy all Proprietary Information in their possession, including but not limited to documents, digital files, and any other materials.

Breach of Agreement: The Member acknowledges that any breach of this Agreement, including unauthorized use or disclosure of Proprietary Information, will cause irreparable harm to Dandelion-Inc and its owner. The Member agrees to indemnify and hold harmless Dandelion-Inc for any losses, damages, or legal costs incurred as a result of such breach.

REMEDIES FOR UNAUTHORIZED DISCLOSURE AND USE

Damages for Unauthorized Use: In the event of any unauthorized use or disclosure of the Proprietary Information, Dandelion-Inc shall have the right to recover damages, including but not limited to any profits earned by the Member, directly or indirectly, from the misuse of the Proprietary Information, punitive damages and injunctive relief.In the event of a dispute arising from a violation of this Agreement, the Member agrees to pay all reasonable attorney’s fees, court costs, and other expenses incurred by Dandelion-Inc in enforcing its rights under this Agreement.

NO LICENSE GRANTED

Intellectual Property Rights: Nothing in this Agreement shall be construed as granting the Member any license, ownership, or other rights in or to Dandelion-Inc’s Proprietary Information, except as expressly set forth in this Agreement for the duration of the Member’s membership.

INDEFINITE TERM OF AGREEMENT

Indefinite Duration: The Member acknowledges that the confidentiality obligations and restrictions regarding the use and disclosure of the Proprietary Information set forth in this Agreement are perpetual and shall remain in effect indefinitely, regardless of the Member’s status as an active member. This obligation does not expire upon cancellation of the membership or termination of this Agreement, and continues for as long as the Proprietary Information remains confidential and protected by law.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of law principles.

Dispute Resolution: In the event of a breach or suspected breach of this Agreement, including unauthorized use or disclosure of Proprietary Information, the Dandelion-Inc may, in its sole discretion, send a formal Cease and Desist Letter to the Member. This letter will demand that the Member immediately cease and desist from any further unauthorized use, disclosure, or distribution of Dandelion-Inc’s Proprietary Information.

Non-Compliance: If the Member fails to comply with the Cease and Desist letter to immediately cease unauthorized use or disclosure of Proprietary Information, Dandelion-Inc reserves the right to initiate legal proceedings, including but not limited to filing a lawsuit in a court of competent jurisdiction. Dandelion-Inc may seek all available legal remedies, including injunctive relief, compensatory damages, punitive damages, and recovery of attorney’s fees and costs incurred in connection with the enforcement of this Agreement.

SEVERABILITY:  If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between Dandelion-Inc and the Member regarding the use and protection of Proprietary Information and supersedes all prior and contemporaneous agreements, understandings, or representations.

EXECUTION OF AGREEMENT: By checking, both parties acknowledge that they have read, understood, and agreed to the terms and conditions set forth in this Proprietary Information Agreement.

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