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Confidentiality Policy

  1. OBJECT AND PURPOSE

    Alter 5 takes very seriously its confidentiality obligations under the provision of products and services that it provides. All information that may be confidential provided by the User as potential Investor in the Investor Access environment set in the Website will be protected, secured and undisclosed, with the exception of the legal provisions that may force disclose the confidential information and with the exception of when confidential information becomes public or it is publicly disclosed by the disclosing party, and with the other exceptions established at the following clauses of this Confidentiality Policy.

    Furthermore, under the provision of Products and Services by Alter 5, all the information shared between Alter 5 and the Investor will be under the provisions of this Confidentiality Policy. For the sake of clarity, Alter 5 and Investor, unless both of them sign a new mutual non-disclosure agreement, shall have and shall be under the provisions of this Policy; both parties will comply with its own confidentiality obligations (depending on its position at the disclose of confidential information) and both parties will hold responsible for breaching this Policy.

  2. DEFINITIONS

    For the purposes of this Policy:

    “Affiliate” means, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

    “Disclosing Party” The Party (Alter 5 or the Inverstor) who sends Confidential Information to other Party.

    “Receiving Party/Recipient” The Party (Alter 5 or the Inverstor) who receives Confidential Information from the Disclosing Party.

    «Confidential Information» means:

    1. any information and data of any kind (including, without limitation, technology, know-how, research, data; information related to product development, strategic planning, financial data, past, existing and possible future customer identities; information relating to packaging, distribution and marketing of products; marketing data, gross profit margins; information relating to products, processes, machines, designs, drawings, software, formulas, test data, business plans and strategies; negotiations, discussions, and contracts with other companies, disclosures and applications for patents and the status of their prosecution, research or development activities) relating to the Disclosing Party or its respective businesses or activities that is disclosed in any form (including in written, oral, visual, electronic or digital form) whether before, on or after the date of this Policy, by the Disclosing Party or any of its Representatives to the Recipient or any of its Representatives;
    2. the existence, nature, status and content of discussions or negotiations between the Parties, including any termination of those discussions or negotiations;
    3. any and all information provided by any party under any Agreement which is its own property or the property of any of its Affiliates (the “Disclosing Party”) to the other party(ies) (the “Recipient”) hereunder for the Permitted Purpose, and
    4. any copy, report, forecast, valuation, analysis, compilation, study, memorandum, note or other document or material prepared by or for the Recipient or any of its Representatives that contains or reflects or is otherwise based upon (whether in whole or in part) any of the information described in paragraph (a) or (b) above;

    “Representative” means, in relation to any person employee of the Parties including the Parties’ Affiliates who have a need to know the Confidential Information solely for the Permitted Purpose.

    “Permitted Purpose”: the provision of products and services by Alter 5.

  3. CONFIDENTIALITY OBLIGATIONS

    In any interaction with User or Investors, Information disclosed between the Parties (Alter 5 and the User/Investor) will be regulated under the following Confidentiality obligations.

    The obligations set forth in clause above shall not apply to any information which, within the meaning hereof, would be Confidential Information but:

    1. is or has come into the public domain other than as a result of any act or omission by the Recipient or any of its Representatives in violation of this Policy,
    2. is already lawfully known by the Recipient or any of its Representatives at the time of its disclosure by the Disclosing Party or any of its Representatives,
    3. is or has been received by the Recipient or any of its Representatives from a person other than the Disclosing Party or any of its Representatives who is not, to the knowledge of the Recipient or such Recipient’s Representative, subject to any obligation of confidentiality with respect to such information vis-à-vis the Disclosing Party, or
    4. is or has been independently developed by the Recipient or any of its Representatives without use of or reference to the Confidential Information.

    If applicable, the Recipient (whether Alter 5 whether the Investor) agrees to take reasonable steps to prevent the disclosure or unauthorized use of Confidential Information to prevent Confidential Information from becoming available in the public domain or the possession of persons not owing a duty of confidentiality to the Disclosing Party.

    If applicable, the Recipient shall ensure that its Representatives who are provided with Confidential Information are

    1. made aware beforehand of the existence and content of this Policy (and of the confidential nature of such Confidential Information) and
    2. agree to be bound by the same.
  4. PERMITTED DISCLOSURE

    The Permitted Purpose is the provision of products and services by Alter 5.

    The Recipient and its Representatives may disclose Confidential Information

    1. to any of the Recipient’s Representatives who has a need to know such Confidential Information for the Permitted Purpose (the provision of the Products and Services by Alter 5) and
    2. subject to the provisions of clause above, when required pursuant to any applicable law or regulation (including to avoid any violation of any law or regulation) or by any order from a governmental, judicial or administrative authority or an arbitration court.

    Each Party shall be entitled to communicate to their Affiliates the Confidential Information received from the other Party under the provision of the services and products by Alter 5 for the sole objective to meet the Permitted Purpose, being understood that each party shall remain responsible to the Disclosing Party for any breach of the confidentiality obligations by its own employees and those of its Affiliates.

    If the Recipient or any of its Representatives is required pursuant to any applicable law or regulation (including to avoid any violation of any applicable law or regulation) or by any order from a governmental, judicial or administrative authority or an arbitration court, to disclose any Confidential Information, the Recipient or such Representative shall, to the extent permitted by applicable law or regulation or by such order and so far as reasonably practicable, notify the Disclosing Party in writing of such requirement and disclose only that part of the Confidential Information that it is legally required to disclose or that is, in its reasonable opinion, appropriate to be disclosed in the circumstances.

  5. DESTRUCTION OF CONFIDENTIAL INFORMATION

    Upon termination or expiration the collaboration between the Parties, or at any time at the request of the Disclosing Party, the Recipient shall return or, if so requested by the Disclosing Party, destroy (or, in the case of electronic versions, permanently erase) all Confidential Information of the Disclosing Party and any and all records, notes, and other written, printed, electronic or tangible materials containing Confidential Information of the Disclosing Party (in any form and including, without limitation, all summaries, copies and excerpts of Confidential Information) in their possession or under their control.

    Notwithstanding the foregoing, the Recipient

    1. shall not be required to delete or destroy any electronic back-up files that have been created solely by the automatic or routine archiving and back-up procedures of the Recipient or its Representatives, to the extent created and retained in a manner consistent with its or their standard archiving and back-up procedures, and
    2. shall be entitled to retain one copy of the Disclosing Party’s Confidential Information to the extent necessary, and solely for purposes of assessing and enforcing its obligations and rights under the provision of the products and services by Alter 5 or as may be required to comply with legal or regulatory requirements, provided that in each such case, any such retained Confidential Information of the Disclosing Party shall remain subject to the restrictions and other obligations pursuant to this Policy.
  6. NO LICENCE – NO FURTHER OBLIGATION

    All Confidential Information of the Disclosing Party is and shall remain, as between the Parties, the sole property of the Disclosing Party. By disclosing Confidential Information to the Recipient, the Disclosing Party does not grant any right, whether express, implied, or otherwise, to the Recipient to or under any patents, copyrights, or trademarks or, except for the limited permitted use and disclosure expressly set forth herein, any trade secret rights, and the Disclosing Party reserves without prejudice the ability to protect its rights under any such patents, copyrights, trademarks, or trade secret rights.

  7. NOTICE OF UNAUTHORIZED USE

    The Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Policy by Receiving Party. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.

  8. TERM

    This Policy will remain in full force and effect while Alter 5 does not change, modify, amend or erase it.

  9. CONTACT

    If you have questions about this Confidentiality Policy or about the use of the Confidential Information, please send an email to [email protected]