Guild Confidential Information Terms

By accessing the Guild Confidential Information Guild Legal & Procurement Digital Sales Room and Guild Trust Center, you agree to the Guild Confidential Information Terms herein and all use of the Guild Confidential Information must be in compliance with these Guild Confidential Information Terms.

“Guild Confidential Information” means any and all information provided by to you by Guild on Guild Legal & Procurement Digital Sales Room and Guild Trust Center, which may include without limitation information regarding: (a) security and privacy processes and practices, including any policies related thereto and (b) trade secrets, proprietary and confidential information, ideas, techniques, know-how, and processes related to the current, future, and proposed products and services of Guild.  Guild Confidential Information is and will remain the sole property of Guild. You recognize and agree that nothing grants you any property rights, by license or otherwise, to any Guild Confidential Information that you have access to.

You agree that at all times you will hold in strict confidence and not disclose to any third party any Guild Confidential Information, except as approved in writing by Guild, and will use the Guild Confidential Information for no purpose other than solely for purposes of evaluating a possible business relationship with Guild (the “Purpose”). You will also protect such Guild Confidential Information with at least the same degree of care that you use to protect your own confidential information, but in no case, less than reasonable care. You will limit access to the Confidential Information to only those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein.  You agree that any reproduction of any Guild Confidential Information will remain the property of Guild and will contain any and all confidential or proprietary notices or legends that appear on the original, unless otherwise authorized in writing by Guild.

You will immediately (i) notify Guild in the event of any loss or unauthorized disclosure of any Guild Confidential Information, and (ii) upon written request from Guild, return to Guild all documents and other tangible materials representing any Guild Confidential Information and all copies thereof.

GUILD IS PROVIDING GUILD CONFIDENTIAL INFORMATION ON AN “AS IS” BASIS FOR YOUR USE AT YOUR OWN RISK. GUILD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.

You agree that your misuse of the Guild Confidential Information will cause irreparable damage to Guild for which recovery of damages would be inadequate, and that Guild is entitled to obtain timely injunctive relief, as well as such further relief as may be granted by a court of competent jurisdiction.

If any provision of these Guild Confidential Information Terms are found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity will not render these Guild Confidential Information Terms unenforceable or invalid as a whole and, in such event, such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

These Guild Confidential Information Terms shall apply as long as you have access to, or you have retained any Guild Confidential Information.