Season 1 - Episode 1
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" The Global Conduit for Modern Country Music "
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About Us
Welcome to SkyLockr's Creators Engine - powered by SkyLockr.live , we’re on a mission to help people impact the world & free up their time by televising OTT content creators and working with their bootcamps for development that specialize in coaching musicians, recording original songs, developing artists, creating live streaming experiences, producing, editing, licensing, distributing, syncing audio and video for music videos, video interviews, short documentaries, full feature films, my story exclusives, creating physical and digital assets, audiobooks, mixing, mastering, producing and publishing. Helping people become free is really important to us. When Modern Country TV was created by Cuz Cotton and friends, the founders of Ad9x Holdings and SkyLockr Holdings, Inc., (herein after referred to as "Company") who had started jobs in other businesses, they realized that clocking in and out of a job was not the life they wanted to live. They wanted to be free of the lies and the storm of who covers the client, who gets the money on a product sold trade or commission, and who reports to someone else’s schedule, a boss, so it was time to travel the world via the metaverse via the code, the technology forensic audits, integrated blockchain, the protocols, online payments, and to have more time to spend with their families, who have a track record and history in technology and successful exits with start-ups. Our blessing in disguise !
In 2011, the group founded the Company and decided to give it a shot in creating something special. Afraid it wouldn't work, they each wrote and recorded music, audio, video and physical books themselves and then published them via the known distribution channels. Those digital assets only made a little bit of money, but it was enough proof that if they put some effort into it, it could become full-time income in the millions. By the end of the summer of 2012, Cuz Cotton and friends made that happen. Their biggest motivation for building a business online was so they could travel and experience all the most amazing places across the world. The majority of the year was spent just working on the flow for the technology but the roadmap for success was built and it appears that it works with any digital asset that travels through this funnel.
We Value Your Privacy
Skylockr Holdings, Inc., Cuz Cotton BootCamp, Artist Accelerator, and Clark “Cuz” Cotton & friends (collectively referred to as “Company,” www.misscotton.app, www.misscotton.live,
www.cuzcotton.com,
www.clarkcotton.com,
www.moderncountry.tv,
www.ad9x.com,
www.skylockr.net, www.skylockr.video, and scores of others in the model, including
www.skylockr.tv, www.globaltop30.com, www.globaltop30.tv, and other digital asset funnels made available upon request, hereinafter referred to as ( “us,” “we,” or “our”) thanks to you for visiting the online and mobile resources we publish. We use the words “you” and “your” to mean you, the viewer, the listener, the reader, and otherwise any other visitors to our online and mobile resources who are, in all cases, over the age of 13. Our privacy statement (“this statement,” “this privacy statement,” and “our statement”) informs you about from whom and the types of personal information we collect, how we use it, who we share it with and why, and what we do to try to protect it. Online and mobile resources mean the websites and other internet features we own that allow you to interact with our websites, as well apps we’ve created and distributed to let our customers and followers view our online and mobile resources or otherwise interact with the content we provide.
WHO WE COLLECT PERSONAL INFORMATION FROM
We may collect personal information from the following groups of data subjects: visitors to, and users of, our online and mobile resources; our customers; current members of our workforce and those who apply for posted jobs; and third-party vendors and business partners.
Personal information generally means information that can be used to identify you or that can be easily linked to you (for example, your name, address, telephone number, email address, social security number and date of birth). The privacy laws in some jurisdictions include unique elements in what they consider to be the personal information of the consumers or data subjects they protect. If those laws apply to us, as in the case of the California Consumer Privacy Act (“CCPA”) or European General Data Protection Regulation (“GDPR”), our use of the phrase “personal information” includes the unique elements required by such laws. The categories of information we collect from each of these groups, and the ways in which we use it, differs. As you may have noticed, it’s possible that the same person could fall into more than one group. Most of this statement addresses our processing and sharing of personal information collected from visitors to and users of our online and mobile resources and our customers. Nonetheless, we collect and retain the types of professional or employment related personal information you would expect an employer to have about its existing and former workforce and new job applicants. We provide legally required notices of collection and describe our use and sharing of the personal information of our workforce and applicants in greater detail in confidential internal human resource manuals and documents accessible to members of our workforce, or by publication on the proprietary workforce/applicant portals and apps we operate. In some cases, such portals and apps may be operated by third parties who transfer the personal information to us. In those situations, the legal responsibility to provide notice usually rests with the third party, not us. In addition, like all corporate enterprises, we buy goods and services, lease equipment and office space and attend industry events. In doing so, we interact with many existing and potential vendors and business partners from whom we necessarily collect certain personal information in connection with our contractual and business relationships. As with our customers, this information is typically limited to minimum business contact information. We use and share personal information collected from our vendors and business partners to manage, administer and perform under our contracts with them, or share information about our products. We describe our use of vendor and business partner personal information in greater detail in our confidential contracts with those parties or on the internal vendor management portals we operate. We welcome you to our Company, and you may have even come from our affiliated bootcamps and creators engines like Cuz Cotton Bootcamp, SkyLockr Creators Engine Digital Audio Video Assets Impact Academy, Creators Engine Accelerator, Collective General Technologies, a technology company of the metaverse and future of blockchain, our strong relationship with a patent Company specializing in identity, authentication and payments network finality that with our utility becomes a force to be reckoned with, and as a Company client and/or Creators, Artists and SkyLockr with their respective affiliates are now all (collectively referred to as "Company" hereafter) so actually being able to provide useful website features with access to third party products and services to you when you visit or shop at our Company , your use of Company products or services, your use of this website and its applications for mobile, tablet and desktop, or your use of software provided by Company and its third party providers, in this unique and novel tech stack to include combining livestream with group chat to build community and to activate nascent audiences you see on social media, making the creators prove their engagement in less that 10 steps in our roadmap funnel, all brings powerful meaning to our novel and unique approach for any product or content creator, in connection with any of the foregoing can now and hereto be known as (collectively, "Company Services"). Company provides these novel and unique services subject to the following conditions that you are bound to in connection with your use of this website, the tools, the educational materials or otherwise herein.
Agreeing to These Terms & Conditions
We offer a range of products, roadmap organization of existing third party material and services depending on your needs. Individuals come to our websites not to fail but to learn and shorten the steps they take in becoming profitable with their journey, or will engage in any other manner with our ideas and our direct and indirect organization of other catalogs of digital assets, that shorten the learning curve DIY, DIT, DIFY to both post and purchase content, while setting up an automated marketing campaign that can be A/B tested now and in the future, that otherwise would not have been compiled or used by you. A majority of these Terms and Conditions will apply to both individuals and suppliers. In some cases, the responsibilities of individuals purchasing content and suppliers providing content vary. If these Terms and Conditions are inconsistent with specific Service Terms, those Service Terms will apply.
IMPORTANT – PLEASE CAREFULLY READ AND UNDERSTAND THESE TERMS AND CONDITIONS OF USE & SALE (THESE “TERMS”) BEFORE ACCESSING, USING, OR SUBSCRIBING OR PLACING AN ORDER OVER THIS WEBSITE, OR ANY OTHER OF OUR SITES OR ONLINE RESOURCES WHICH LINK TO THESE TERMS. THESE TERMS CONTAIN DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES INCLUDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION (SEE SECTIONS 10, 14, 15, AND 16). ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 16. THESE TERMS FORM AN ESSENTIAL BASIS OF OUR AGREEMENT.
General Use
The use of Company or other sites or online resources to which these Terms are linked (each, a “Website”), owned and maintained by SkyLockr (“Company”, “Ad9x Holdings, LLC”, “all Clients, Artists, Producers, Friends as Founders”, or otherwise entering as Subscribers or Ticket holders or otherwise, hereinafter referred to as - “we,” “our,” and or “us”), are governed by these Terms. We offer the Websites, including all information, tools, and services available from the Websites to you, the user, conditioned upon your acceptance of all terms and conditions stated herein. By accessing, using, subscribing, or placing an order over the Website, you and your business (including any sub users you may have) agree to the terms and conditions set forth herein. If you do not agree to these Terms in their entirety, you are not authorized to use the Website in any manner or form whatsoever.
THIS IS A BINDING AGREEMENT. THESE TERMS TOGETHER WITH OUR PRIVACY STATEMENT FORM A LEGALLY BINDING AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND YOUR BUSINESS (“YOU”) AND Company THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE WEBSITE AND THE SERVICES PROVIDED BY Company OR AD9X HOLDINGS, OR ON ANY ORDER YOU PLACE THROUGH THE WEBSITE, BY TELEPHONE, OR OTHER ACCEPTED METHOD OF PURCHASE AND, AS APPLICABLE, YOUR USE OR ATTEMPTED USE OF THE PRODUCTS OR SERVICES OFFERED ON OR AVAILABLE THROUGH THE WEBSITE. PLEASE PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
Company reserves the right to update and change, from time to time, these Terms and all documents incorporated by reference by posting updates and/or changes to our Website. It is your responsibility to check this page periodically for changes. You can find the most recent version of these Terms here. Use of the Website after such changes constitutes acceptance of such changes. Any new features or tools which are added to the current Website shall also be subject to the Terms.
Table of Contents Website Use
Website User Conduct and Restrictions-License Terms
Our Privacy Statement and Your Personal Information
Information You Provide; Registration; Passwords; Prohibition Against Hosting Third-Party Agency Accounts
Order Placement and Acceptance
Refunds REWARDS & Bonuses
Subscription Terms and Automatic Payment
Shipping Fees
Products, Services, and Prices Available on the Website
Disclaimer - your individual results will vary
Your Responsibilities Running A Business
Testimonials, reviews, and pictures/videos
Compliance with the law, including commitment against harassment and interference with others
Disclaimers of other warranties
Limitations of liabilities
Dispute resolution by mandatory binding arbitration and class action waiver
Company’s Additional Remedies
Indemnification
Notice and Takedown Procedures; Copyright Agents
Third-Party Links
Termination
No Waiver
Governing Law and Venue
Force Majeure
Assignment
Electronic Signature
Changes to the Agreement
Your Additional Representations and Warranties
Severability
Entire Agreement
Contacting Us
SECTION 1 – Website Use
The Website is intended for businesses operated by adults. If you use the Website, you are affirming that you are at least 18 years old or the legal age of majority in your state or province of residence (whichever is greater), operate a business, have the legal capacity to enter into a binding contract with us, and have read this Agreement and understand and agree to its terms.
SECTION 2 – Website User Conduct and Restrictions-License Terms
All aspects of our Website are protected by U.S. and international copyright, trademark, and other intellectual property laws, including all content, information, design elements, text material, logos, taglines, metatags, hashtags, photographic images, testimonials, personal stories, icons, video and audio clips, and downloads. No material on the Website may be copied, reproduced, distributed, republished, uploaded, displayed, posted, or transmitted in any way whatsoever. The Company and friends, clients, or otherwise, patents, copyright(s) and logo(s) are proprietary marks of Company, or their respectful legal owners otherwise, and the use of any of those marks is strictly prohibited. Nothing herein gives you the right to use, copy, register as a domain name, reproduce, or otherwise display any logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information owned by Company now or acquired by the Company during your continued use of our process, roadmap, funnels, technology stack, storage use cases, code or otherwise for the time period agreed hereto.
Subject to your continued use of the website and its processes or intellectual property with strict compliance with all of its Terms, or implied confidentiality, novel and unique approach, then and only then shall Company provide to you a revocable, limited, non-exclusive, royalty-free, non-sublicensable, non-transferable license to use the Website, its processes and its novel and unique utility. You by entering further and use of this site, acknowledge and agree that you do not acquire any ownership rights in any material protected by intellectual property laws or in the process of protection by Company or any of its creative users or the owners of the WEBSITE(S) as agreed or otherwise under any circumstance(s).
If you purchase subscription to Company’s online materials, digital assets, or other product or service, Company and or its client user, catalog rights holders, artist, label, producer, or other kind of creator then, creator and Company in like kind provides to you with a revocable, limited, non-exclusive, non-sublicensable, non-transferable license to use the software. You acknowledge and agree that: (1) the software is copyrighted material under United States and international copyright laws that is exclusively owned by Company; (2) you do not acquire any ownership rights in the software; (3) you may not modify, publish, transmit, participate in the transfer or sale, or create derivative works from the content of the software; (4) except as otherwise expressly permitted under copyright law, you may not copy, redistribute, publish, display or commercially exploit any material from the software without the express written permission of Company; and (5) in the event of any permitted copying (e.g., from the Website to your computer system), no changes in or deletion of author attribution, trademark, legend or copyright notice shall be made. You agree not to use or attempt to use the Website, or any software provided by Company, whether alone, or in conjunction with other software or hardware, in any unlawful manner or a manner harmful to Company. You further agree not to commit any harmful or unlawful act or attempt to commit any harmful or unlawful act on or through the Website or through use of any software or hardware including, but not limited to, refraining from:
HARMFUL ACTS. Any dishonest or unethical practice; any violation of the law; infliction of harm to Company reputation; hacking and other digital or physical attacks on the Website; scraping, crawling, downloading, screen-grabbing, or otherwise copying content on the Website and/or transmitting it in any way we haven’t specifically permitted; introducing, transmitting, or storing viruses or other malicious code; interfering with the security or operation of the Website; framing or mirroring the Website; creating, benchmarking, or gathering intelligence for a competitive offering; infringing another party’s intellectual property rights, including failing to obtain permission to upload/transfer/display works of authorship; intercepting or expropriating data; and the violation of the rights of Company or any third party;
“SPAMMING” AND UNSOLICITED COMMUNICATIONS OR DIGITAL ASSET SUBMISSIONS. We have zero tolerance for spam, unsolicited communications or submissions of original content by creators. Any communications sent or authorized by you reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third-party blogs) will be deemed a material threat to Company reputation and to the rights of third parties. It is your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
ANY AUDIO OR VIDEO SUBMISSIONS ON AN UNSOLICITED BASIS WILL BECOME OUR PROPERTY 100%. THIS TACTIC TO “GIVE” US A COPY TO EVALUATE OR TAKE A LISTEN TOO, IS A VIOLATION OF YOUR USE OF THE WEBSITE. COACHES WILL OFFER AN OPPORTUNITY ONLY THROUGH A PAID CALL 1 ON 1 UNDER OUR GUIDELINES. YOU AGREE THAT YOU HAVE RECEIVED $0 FROM US IN ADVANCE FOR ALL MATERIAL AND GRANT COMPANY 100% OWNERSHIP IN THE ENTIRE CATALOG SENT. SPLIT SHEETS ARE REQUIRED BEFORE ANY COLLABORATIONS AND BY LAW REPRESENT EQUAL OWNERSHIP IN ANY WORK CREATED WITHOUT ONE. SEE SPLIT SHEET RULES HERE ONCE POSTED.
OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by you, including without limitation postings on any website operated by you, or social media or blog, which are: sexually explicit, obscene, vulgar, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; or solicitous of unlawful behavior.
SENSITIVE INFORMATION. You will not import, or incorporate into, any contact lists or other content you upload to any website, software, or other electronic service hosted, provided by or connected to Company, any of the following information: social security numbers, national insurance numbers, credit card data, passwords, security credentials, bank account numbers, or sensitive personal, health or financial information of any kind.
SECTION 3 – Our Privacy Statement and Your Personal Information
We respect your privacy and the use and protection of your non-public, personal information. Your submission of personal information through the Website is governed by our Privacy Statement and, if you and/or your end users are located in the European Union or United Kingdom. Our Privacy Statement may be viewed here. Company reserves the right to modify its Privacy Statement and DPA in its reasonable discretion from time-to-time. Our Privacy Statement is incorporated into this Agreement by reference.
EXHIBIT A
By entering this site you are agreeing to be bound by this legal agreement (this “Agreement”) which is made as of the date you first entered this site by and between Skylockr Holdings, Inc., its officers, successors and or assigns or as their interests may appear individually and as a potential co-founder of a TBA Delaware for profit entity possibly to be announced or named SkyLockr, Inc. (hereinafter referred to as “SkyLockr Holdings” or “Party”) and YOU, individually, or through an entity made known to Party or as a visitor to this site and any of its officers, successors and or assigns or as their interests may appear individually, or as a potential co-founder of a TBA Delaware for profit entity possibly to be announced or named SkyLockr, Inc., (hereinafter referred to as “You”, “Visitor(s), User(s)” or “Party(s)”) and that prior to this Agreement, or each visit to this site, that each of the Parties may or may not have recently honored other verbal agreements or otherwise and may have introduced new or any other valuable relationship(s) in the past, that further introduced their companies or team members, associates, successors and or assigns as their interests may appear and or any of their corporate entity(s) or other parties or intellectual property or data of any kind obtained by YOU of which now becomes a Party hereto- as protected information of Party, that is or has been disclosed to YOU by visiting this site or otherwise hereto, (initially will be attached as a link to a website at a later date hereto as known now as “URL Exhibit A”), that can be truthfully modified at anytime by SkyLockr Holdings hereto, to update, bind and bring further meaning to this Agreement of mutual confidentiality, noncompete and nondisclosure for a period not to exceed the later of the date first signed below or eighteen (18) months from the date of mutual separation of business matters, a transaction or series of transactions between the introductions of one to another equally, of any party and with each of the introduced parties in Exhibit A, by the address(es) or home address(es) set forth there and below, to include KYC items of at least full birth names, cell phone numbers and current home addresses by any change, etc or otherwise (collectively, now known herein as the “Parties” and each individually as a “Party” hereto).
1. PURPOSE. In the course of discussions regarding potential business arrangements between them, each Party may have access to proprietary or Confidential Information (defined herein) of the other Party.
2. NON-DISCLOSURE and RESTRICTIONS ON USE. Each Party shall use the other Party’s Confidential Information solely to evaluate the potential business arrangements under discussion, and for no other reason. Each receiving Party (a “Recipient”) shall limit its disclosure of the disclosing Party’s (the “Discloser”) Confidential Information to those of Recipient’s Affiliates, employees, officers, advisors, directors or agents with a need-to-know such information for the purpose of evaluating Recipient’s interest in the business arrangements contemplated hereunder and who have been informed of the terms of this Agreement (collectively, the “Representatives”). “Affiliate” shall mean any corporation, partnership or other entity that controls, is controlled by or is under common control with a Party, but only so long as control continues to exist and where “control” means ownership, directly or indirectly, of at least fifty percent (50%) of the voting rights in such Party. All Confidential Information shall remain the exclusive property of the Discloser. Each Party shall maintain, and shall use prudent methods to cause its Representatives to maintain, the confidentiality and secrecy of the other Party’s Confidential Information. Each Party shall not, and shall use prudent methods to ensure that its Representatives do not, copy, publish, disclose to a third person, disseminate, or use the Confidential Information (other than pursuant to the terms hereof). Recipient shall be responsible for any breach of this Agreement by its Representatives. In addition, if the Confidential Information hereunder may include an archive of data from each Party, at the conclusion of the evaluation of the potential business arrangements under discussion or upon the request of the Discloser, the Recipient shall immediately (i) inhibit all access to any data from the archive; (ii) permanently remove any and all such data from Recipient’s systems; and (iii) delete or return all such data then in its possession or stored on any device within Recipient’s control. Upon the Discloser’s request, Recipient shall provide written certification from an officer of Recipient that Recipient has complied fully with each of the foregoing requirements. For the avoidance of doubt, this clause shall survive any termination or expiration of this Agreement.
3. CONFIDENTIAL INFORMATION. “Confidential Information” includes: (i) the existence of the discussions or negotiations between the Parties, (ii) information concerning the potential business arrangement or any portion thereof, (iii) the existence of this Agreement, (iv) any other information (whether prepared by a Party, its Affiliate, its Representative or otherwise and whether oral, written or computerized) that either Party or any of its Representatives is exposed to in connection with the potential business arrangement, or that it furnishes to the other Party or its Representatives with respect to the potential business arrangement, including, without limitation, software and content feeds, technical information, trade secrets, business plans, designs, costs, pricing information, customer information, dealer and supplier names, financial information, marketing plans, business opportunities, personnel, research, development and know-how and any information received from others, provided such information as referenced in this subsection is (iv) designated in writing as confidential by Discloser prior to or at the time it is disclosed to Recipient (any such information that is orally disclosed to Recipient shall constitute Confidential Information hereunder if, at the time of disclosure, Discloser declares that it is confidential); or is (v) information which a Party knows or reasonably should know is confidential due to the nature of such information or the circumstances surrounding disclosure. For the avoidance of doubt Confidential Information includes any information derived from Confidential Information, such as analyses, compilations, data, studies and reports. The term Confidential Information does not include (i) information which, at the time of disclosure, is in the public domain or is already possessed by Recipient, free of any confidentiality obligation, (ii) information disclosed to Recipient by a third party who, to the best of Recipient’s knowledge, is not under an obligation of confidentiality and (iii) information which is independently developed by Recipient without use of or reference to the Confidential Information, as established by written records. All documents, summaries, and other tangible Confidential Information, regardless of who produced same, shall be returned to Discloser or destroyed, at Discloser’s option, upon Discloser’s written request or at the conclusion of the potential business arrangements under discussion; provided that Recipient shall be obligated to use commercially reasonable efforts to destroy all Confidential Information in electronic format and further provided, that Recipient need not return or destroy copies retained as part of its standard document retention or IT backup policies, but such copies shall remain subject to the terms of this Agreement.
4. COMPELLED DISCLOSURE. In the event that Recipient or any of its Representatives is requested or becomes legally compelled to disclose any of the Confidential Information, Recipient shall (i) promptly provide Discloser with written notice of the existence, terms and circumstances of such a request, (ii) consult with Discloser on the advisability of taking legally available steps (at Discloser's sole expense) to resist or narrow such request, and (iii) if disclosure of such information is required, furnish only that portion of the Confidential Information which Recipient believes it is legally compelled to disclose (such disclosure shall not be deemed a violation of this Agreement) and, further, Recipient shall exercise reasonable efforts to assist Discloser in any reasonable action Discloser might take to seek and obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the above, to the extent that Recipient or its Representative is restricted from complying with this section by statute, regulation or court order, Recipient need only comply to the extent not so restricted.
5. RESERVATION OF RIGHTS. Nothing in this Agreement shall be construed to prevent Discloser or any of its Affiliates from using in any manner, or disclosing in any way to one or more third parties, any or all of its Confidential Information or from entering into negotiations or agreements with any third party. Discloser understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to Discloser’s information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Recipient will not develop products, or have products developed for it, that, without violation of this Agreement, compare with the products or systems contemplated by Discloser’s Confidential Information. The Parties acknowledge that each reserves the right, in its sole discretion, to (i) reject any and all proposals made by the other Party or any of its Representatives with regard to the potential business arrangement or any portion thereof, (ii) pursue a business relationship or other transaction with another party without prior notice to the other Party, (iii) at any time, change or discontinue all or any portion of the Confidential Information and/or (iv) terminate discussions and negotiations with the other Party and its Representatives at any time and for any reason. Accordingly, unless and until a mutually acceptable written definitive agreement concerning the potential business arrangements or any portion thereof has been executed by the Parties, neither Party, nor its Representatives, will have any legal obligation of any kind whatsoever with respect to the potential business arrangement or any portion thereof, whether by virtue of this Agreement (other than the obligations of Confidentiality, Non-disclosure or Non-compete - specifically outlined hereunder), any other written or oral expression with respect to the potential business arrangements, any portion thereof, or otherwise.
6. NO LICENSE GRANTED. It is understood and agreed by the Parties that nothing in this Agreement is to be construed as a grant of, or as an intention or commitment to grant to Recipient, by implication or otherwise, any right, title or interest, of any nature whatsoever, in or to the Confidential Information belonging to Discloser or any portion thereof, or any products or processes encompassed thereby, or improvements or developments thereon. 100% of Confidential Information as defined will remain as before the execution of this Agreement, unless otherwise defined in a new Agreement thereafter.
7. DISCLAIMER OF LIABILITY. THE CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO ANY COPYRIGHTS, TRADEMARKS, PATENTS, ROADMAPS, SPREADSHEETS, DOCS, SOFTWARE, UI/UX AND ANY CONTENT FEEDS, DIGITAL ASSETS OR OTHERWISE, INCLUDED WITHIN THE CONFIDENTIAL INFORMATION, IS PROVIDED “AS IS''. NOTHING CONTAINED HEREIN, OR IN ANY CONFIDENTIAL INFORMATION SHALL CONSTITUTE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF SEC APPROVAL, REGULATORY APPROVAL, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF PATENT, TRADEMARK OR COPYRIGHT, WITH RESPECT TO THE CONFIDENTIAL INFORMATION. Discloser, as well as its Representatives, shall have no liability to Recipient or Recipient’s Representatives resulting from the use of the Confidential Information by Recipient or its Representatives nor shall Discloser or its Representatives have any liability or responsibility for errors or omissions in, or any decisions made by Recipient in reliance on, any Confidential Information disclosed hereunder. Any research or development that Recipient performs is done entirely at its own risk and expense.
8. TERM. This Agreement shall expire on the later of either (i) eighteen (18) months which is (1.5) years from the later date of abrogation hereof or (ii) unless otherwise provided therein, the execution of a definitive written agreement relating to the potential business arrangement or any portion thereof. However, the confidentiality, non-disclosure, non-compete and nonuse obligations arising hereunder shall remain in effect for a period of eighteen (18) months which is (1.5) years from the date of abrogation or separation of the parties in any mutual business Agreement concerning the disclosure of the Confidential Information.
9. GENERAL. The rights and obligations provided by this Agreement shall take precedence over any specific legends or statements associated with the Confidential Information when received. Confidential Information, as well as notices and authorizations under this Agreement, shall be transmitted between the Parties at the addresses set forth below, or as otherwise designated, from time to time, by written notice from either Party to the other. This Agreement contains the entire understanding between the Parties with respect to the subject matter contained herein and supersedes any and all prior or contemporaneous communications from the time of the initial introduction, verbal discussions, implied warranties, representations, agreements and understandings or otherwise between the Parties in the past discussions. This Agreement shall be binding upon and inure to the benefit of the Parties, their legal representatives, successors and assigns. The Parties agree that irreparable harm may be caused to Discloser upon the unauthorized use or disclosure of its Confidential Information, business use case processes, roadmaps or otherwise made party hereto in any way and that money damages may not be a sufficient remedy for any such breach of this Agreement by a Party or its Representatives. Therefore, the other Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without proof of actual damages or any requirement to post a bond or other security, in the event of any breach or threatened breach of the provisions of this Agreement. In each case, such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity.
Neither this Agreement, nor any rights granted hereunder may be assigned, transferred, conveyed or encumbered by either Party without the prior written consent of the other. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New Jersey, without reference to conflicts of law’s provisions, and the Parties hereby submit to the exclusive jurisdiction of the federal and/or state courts situated in Morris County, New Jersey or otherwise. Any modifications or amendments to this Agreement shall only become effective if in writing and signed by a duly authorized representative of each Party. If any provision or clause of this Agreement, or portion thereof, shall be held by any court or other tribunal of competent jurisdiction to be illegal, void, or unenforceable in such jurisdiction, the remainder of such provisions shall not thereby be affected and shall be given full effect, without regard to the invalid portion. This Agreement is neither intended to create, nor shall it be construed as creating, a joint venture, partnership or other form of business association between the Parties, nor shall it be construed as intending to create an obligation to buy or sell products using or incorporating Confidential Information. This Agreement may be executed in counterparts (including by facsimile or other means of electronic transmission), each of which shall be deemed to be an original, but both of which shall constitute one and the same agreement.
10. No Offer or Solicitation to Sell Shares or Securities. Information provided is for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated company. Any such offer or solicitation will be made only by means of the Company’s confidential offering memorandum and in accordance with the terms of all applicable securities and other laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, this document does not constitute investment advice or counsel or solicitation for investment in any security. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained herein, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
By entering this site you are agreeing to be bound by this legal agreement (this “Agreement”) which is made as of the date you first entered this site by and between Skylockr Holdings, Inc., its officers, successors and or assigns or as their interests may appear individually and as a potential co-founder of a TBA Delaware for profit entity possibly to be announced or named SkyLockr, Inc. (hereinafter referred to as “SkyLockr Holdings” or “Party”) and YOU, individually, or through an entity made known to Party or as a visitor to this site and any of its officers, successors and or assigns or as their interests may appear individually, or as a potential co-founder of a TBA Delaware for profit entity possibly to be announced or named SkyLockr, Inc., (hereinafter referred to as “You”, “Visitor(s), User(s)” or “Party(s)”) and that prior to this Agreement, or each visit to this site, that each of the Parties may or may not have recently honored other verbal agreements or otherwise and may have introduced new or any other valuable relationship(s) in the past, that further introduced their companies or team members, associates, successors and or assigns as their interests may appear and or any of their corporate entity(s) or other parties or intellectual property or data of any kind obtained by YOU of which now becomes a Party hereto- as protected information of Party, that is or has been disclosed to YOU by visiting this site or otherwise hereto, (initially will be attached as a link to a website at a later date hereto as known now as “URL Exhibit A”), that can be truthfully modified at anytime by SkyLockr Holdings hereto, to update, bind and bring further meaning to this Agreement of mutual confidentiality, noncompete and nondisclosure for a period not to exceed the later of the date first signed below or eighteen (18) months from the date of mutual separation of business matters, a transaction or series of transactions between the introductions of one to another equally, of any party and with each of the introduced parties in Exhibit A, by the address(es) or home address(es) set forth there and below, to include KYC items of at least full birth names, cell phone numbers and current home addresses by any change, etc or otherwise (collectively, now known herein as the “Parties” and each individually as a “Party” hereto).
1. PURPOSE. In the course of discussions regarding potential business arrangements between them, each Party may have access to proprietary or Confidential Information (defined herein) of the other Party.
2. NON-DISCLOSURE and RESTRICTIONS ON USE. Each Party shall use the other Party’s Confidential Information solely to evaluate the potential business arrangements under discussion, and for no other reason. Each receiving Party (a “Recipient”) shall limit its disclosure of the disclosing Party’s (the “Discloser”) Confidential Information to those of Recipient’s Affiliates, employees, officers, advisors, directors or agents with a need-to-know such information for the purpose of evaluating Recipient’s interest in the business arrangements contemplated hereunder and who have been informed of the terms of this Agreement (collectively, the “Representatives”). “Affiliate” shall mean any corporation, partnership or other entity that controls, is controlled by or is under common control with a Party, but only so long as control continues to exist and where “control” means ownership, directly or indirectly, of at least fifty percent (50%) of the voting rights in such Party. All Confidential Information shall remain the exclusive property of the Discloser. Each Party shall maintain, and shall use prudent methods to cause its Representatives to maintain, the confidentiality and secrecy of the other Party’s Confidential Information. Each Party shall not, and shall use prudent methods to ensure that its Representatives do not, copy, publish, disclose to a third person, disseminate, or use the Confidential Information (other than pursuant to the terms hereof). Recipient shall be responsible for any breach of this Agreement by its Representatives. In addition, if the Confidential Information hereunder may include an archive of data from each Party, at the conclusion of the evaluation of the potential business arrangements under discussion or upon the request of the Discloser, the Recipient shall immediately (i) inhibit all access to any data from the archive; (ii) permanently remove any and all such data from Recipient’s systems; and (iii) delete or return all such data then in its possession or stored on any device within Recipient’s control. Upon the Discloser’s request, Recipient shall provide written certification from an officer of Recipient that Recipient has complied fully with each of the foregoing requirements. For the avoidance of doubt, this clause shall survive any termination or expiration of this Agreement.
3. CONFIDENTIAL INFORMATION. “Confidential Information” includes: (i) the existence of the discussions or negotiations between the Parties, (ii) information concerning the potential business arrangement or any portion thereof, (iii) the existence of this Agreement, (iv) any other information (whether prepared by a Party, its Affiliate, its Representative or otherwise and whether oral, written or computerized) that either Party or any of its Representatives is exposed to in connection with the potential business arrangement, or that it furnishes to the other Party or its Representatives with respect to the potential business arrangement, including, without limitation, software and content feeds, technical information, trade secrets, business plans, designs, costs, pricing information, customer information, dealer and supplier names, financial information, marketing plans, business opportunities, personnel, research, development and know-how and any information received from others, provided such information as referenced in this subsection is (iv) designated in writing as confidential by Discloser prior to or at the time it is disclosed to Recipient (any such information that is orally disclosed to Recipient shall constitute Confidential Information hereunder if, at the time of disclosure, Discloser declares that it is confidential); or is (v) information which a Party knows or reasonably should know is confidential due to the nature of such information or the circumstances surrounding disclosure. For the avoidance of doubt Confidential Information includes any information derived from Confidential Information, such as analyses, compilations, data, studies and reports. The term Confidential Information does not include (i) information which, at the time of disclosure, is in the public domain or is already possessed by Recipient, free of any confidentiality obligation, (ii) information disclosed to Recipient by a third party who, to the best of Recipient’s knowledge, is not under an obligation of confidentiality and (iii) information which is independently developed by Recipient without use of or reference to the Confidential Information, as established by written records. All documents, summaries, and other tangible Confidential Information, regardless of who produced same, shall be returned to Discloser or destroyed, at Discloser’s option, upon Discloser’s written request or at the conclusion of the potential business arrangements under discussion; provided that Recipient shall be obligated to use commercially reasonable efforts to destroy all Confidential Information in electronic format and further provided, that Recipient need not return or destroy copies retained as part of its standard document retention or IT backup policies, but such copies shall remain subject to the terms of this Agreement.
4. COMPELLED DISCLOSURE. In the event that Recipient or any of its Representatives is requested or becomes legally compelled to disclose any of the Confidential Information, Recipient shall (i) promptly provide Discloser with written notice of the existence, terms and circumstances of such a request, (ii) consult with Discloser on the advisability of taking legally available steps (at Discloser's sole expense) to resist or narrow such request, and (iii) if disclosure of such information is required, furnish only that portion of the Confidential Information which Recipient believes it is legally compelled to disclose (such disclosure shall not be deemed a violation of this Agreement) and, further, Recipient shall exercise reasonable efforts to assist Discloser in any reasonable action Discloser might take to seek and obtain reliable assurance that confidential treatment will be accorded the Confidential Information. Notwithstanding the above, to the extent that Recipient or its Representative is restricted from complying with this section by statute, regulation or court order, Recipient need only comply to the extent not so restricted.
5. RESERVATION OF RIGHTS.
Nothing in this Agreement shall be construed to prevent Discloser or any of its Affiliates from using in any manner, or
disclosing in any way
to one or more third parties, any or all of its Confidential Information or
from entering into negotiations or agreements with any third party. Discloser understands that Recipient may currently or in the future be developing information internally, or receiving information from other parties that may be similar to Discloser’s information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Recipient will not develop products, or have products developed for it, that, without violation of this Agreement, compare with the products or systems contemplated by Discloser’s Confidential Information. The Parties acknowledge that each reserves the right, in its sole discretion, to (i) reject any and all proposals made by the other Party or any of its Representatives with regard to the potential business arrangement or any portion thereof, (ii) pursue a business relationship or other transaction with another party without prior notice to the other Party, (iii) at any time, change or discontinue all or any portion of the Confidential Information and/or (iv) terminate discussions and negotiations with the other Party and its Representatives at any time and for any reason. Accordingly, unless and until a mutually acceptable written definitive agreement concerning the potential business arrangements or any portion thereof has been executed by the Parties, neither Party, nor its Representatives, will have any legal obligation of any kind whatsoever with respect to the potential business arrangement or any portion thereof, whether by virtue of this Agreement (other than the obligations of Confidentiality, Non-disclosure or Non-compete -
specifically outlined hereunder), any other written or oral expression with respect to the potential business arrangements, any portion thereof, or otherwise.
6. NO LICENSE GRANTED. It is understood and agreed by the Parties that nothing in this Agreement is to be construed as a grant of, or as an intention or commitment to grant to Recipient, by implication or otherwise, any right, title or interest, of any nature whatsoever, in or to the Confidential Information belonging to Discloser or any portion thereof, or any products or processes encompassed thereby, or improvements or developments thereon. 100% of Confidential Information as defined will remain as before the execution of this Agreement, unless otherwise defined in a new Agreement thereafter.
7. DISCLAIMER OF LIABILITY. THE CONFIDENTIAL INFORMATION, INCLUDING BUT NOT LIMITED TO ANY COPYRIGHTS, TRADEMARKS, PATENTS, ROADMAPS, SPREADSHEETS, DOCS, SOFTWARE, UI/UX AND ANY CONTENT FEEDS, DIGITAL ASSETS OR OTHERWISE, INCLUDED WITHIN THE CONFIDENTIAL INFORMATION, IS PROVIDED “AS IS''. NOTHING CONTAINED HEREIN, OR IN ANY CONFIDENTIAL INFORMATION SHALL CONSTITUTE ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING ANY WARRANTY OF SEC APPROVAL, REGULATORY APPROVAL, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF PATENT, TRADEMARK OR COPYRIGHT, WITH RESPECT TO THE CONFIDENTIAL INFORMATION. Discloser, as well as its Representatives, shall have no liability to Recipient or Recipient’s Representatives resulting from the use of the Confidential Information by Recipient or its Representatives nor shall Discloser or its Representatives have any liability or responsibility for errors or omissions in, or any decisions made by Recipient in reliance on, any Confidential Information disclosed hereunder. Any research or development that Recipient performs is done entirely at its own risk and expense.
8. TERM. This Agreement shall
expire on the later of either (i) eighteen (18) months which is (1.5) years from the later date of abrogation hereof or (ii) unless otherwise provided therein, the execution of a definitive written agreement relating to the potential business arrangement or any portion thereof. However, the confidentiality, non-disclosure, non-compete and nonuse obligations arising hereunder shall remain in effect for a period of eighteen (18) months which is (1.5) years from the date of abrogation or separation of the parties in any mutual business Agreement concerning the disclosure of the Confidential Information.
9. GENERAL. The rights and obligations provided by this Agreement shall take precedence over any specific legends or statements associated with the Confidential Information when received. Confidential Information, as well as notices and authorizations under this Agreement, shall be transmitted between the Parties at the addresses set forth below, or as otherwise designated, from time to time, by written notice from either Party to the other. This Agreement contains the entire understanding between the Parties with respect to the subject matter contained herein and supersedes any and all prior or contemporaneous communications from the time of the initial introduction, verbal discussions, implied warranties, representations, agreements and understandings or otherwise between the Parties in the past discussions. This Agreement shall be binding upon and inure to the benefit of the Parties, their legal representatives, successors and assigns. The Parties agree that irreparable harm may be caused to Discloser upon the unauthorized use or disclosure of its Confidential Information, business use case processes, roadmaps or otherwise made party hereto in any way and that money damages may not be a sufficient remedy for any such breach of this Agreement by a Party or its Representatives. Therefore, the other Party shall be entitled to seek equitable relief, including injunctive relief and specific performance, without proof of actual damages or any requirement to post a bond or other security, in the event of any breach or threatened breach of the provisions of this Agreement. In each case, such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement, but shall be in addition to all other remedies available at law or equity.
Neither this Agreement, nor any rights granted hereunder may be assigned, transferred, conveyed or encumbered by either Party without the prior written consent of the other. This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of New Jersey, without reference to conflicts of law’s provisions, and the Parties hereby submit to the exclusive jurisdiction of the federal and/or state courts situated in Morris County, New Jersey or otherwise. Any modifications or amendments to this Agreement shall only become effective if in writing and signed by a duly authorized representative of each Party. If any provision or clause of this Agreement, or portion thereof, shall be held by any court or other tribunal of competent jurisdiction to be illegal, void, or unenforceable in such jurisdiction, the remainder of such provisions shall not thereby be affected and shall be given full effect, without regard to the invalid portion. This Agreement is neither intended to create, nor shall it be construed as creating, a joint venture, partnership or other form of business association between the Parties, nor shall it be construed as intending to create an obligation to buy or sell products using or incorporating Confidential Information. This Agreement may be executed in counterparts (including by facsimile or other means of electronic transmission), each of which shall be deemed to be an original, but both of which shall constitute one and the same agreement.
10. No Offer or Solicitation to Sell Shares or Securities. Information provided is for informational purposes only and does not constitute an offer or solicitation to sell shares or securities in the Company or any related or associated company. Any such offer or solicitation will be made only by means of the Company’s confidential offering memorandum and in accordance with the terms of all applicable securities and other laws. None of the information or analyses presented are intended to form the basis for any investment decision, and no specific recommendations are intended. Accordingly, this document does not constitute investment advice or counsel or solicitation for investment in any security. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or any invitation to offer to buy or subscribe for, any securities, nor should it or any part of it form the basis of, or be relied on in any connection with, any contract or commitment whatsoever. The Company expressly disclaims any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained herein, (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
" The Global Conduit for SkyLockr Pro Artists LIVE Music "