NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is made between Trackpass LLC ("Trackpass," "we," "us," or "our") and you ("Creator," "you," or "your"), effective as of the date you accept this Agreement by signing up for an account or submitting any Ideas through the Trackpass platform ("Platform").

By accessing or using the Platform, including registering for an account or submitting Ideas, you agree to be bound by the terms of this Agreement. If you do not agree to all of these terms, you must not access or use the Platform.

1. Definitions

Confidential Information: Any non-public information disclosed by Trackpass or any Decision-Maker, whether in written, oral, electronic, or other form, including but not limited to Opportunity details, business plans, strategies, concepts, data, designs, drawings, financial information, prototypes, trade secrets, and any other information designated as confidential or that should reasonably be understood to be confidential.

Decision-Maker: An individual or entity representing a music industry professional, company, or organization who uses the Platform to access, review, and potentially utilize Ideas submitted by Creators.

Idea: Any creative content submitted by you through the Platform, including but not limited to music tracks, lyrics, compositions, concepts, or other forms of intellectual property.

Opportunity: A curated listing provided by a Decision-Maker that specifies a need or requirement for creative content.

Platform: The Trackpass website, mobile application, and any associated services, tools, or features made available to you.

2. Purpose

The purpose of this Agreement is to protect the confidentiality of the Confidential Information exchanged between you, Trackpass, and Decision-Makers during your use of the Platform.

3. Obligations of Confidentiality

3.1. Non-Disclosure

You agree to:

• (a) Hold all Confidential Information in strict confidence and take all reasonable precautions to prevent unauthorized disclosure.
• (b) Not disclose any Confidential Information to any third party without the prior written consent of Trackpass or the relevant Decision-Maker.
• (c) Not use any Confidential Information for any purpose other than evaluating and participating in Opportunities through the Platform.

3.2. Exceptions

Your obligations under this Agreement do not apply to information that:

• (a) Is or becomes publicly available without breach of this Agreement.
• (b) Was known to you prior to receiving it from Trackpass or a Decision-Maker, as evidenced by your written records.
• (c) Is received from a third party without restriction and without breach of any obligation of confidentiality.
• (d) Is independently developed by you without use of or reference to the Confidential Information.

3.3. Required Disclosure

If you are required by law, regulation, or court order to disclose any Confidential Information, you must:

• (a) Promptly notify Trackpass in writing before making any disclosure.
• (b) Cooperate with Trackpass to obtain a protective order or other appropriate remedy.

4. Return or Destruction of Confidential Information

Upon termination of your account or upon written request by Trackpass, you agree to promptly return or destroy all materials containing Confidential Information, including any copies, and certify in writing that you have done so.

5. No Rights Granted

Nothing in this Agreement grants you any rights, title, or interest in or to the Confidential Information, except the limited right to use the Confidential Information for the purposes set forth in this Agreement.

6. No Warranty

All Confidential Information is provided "AS IS" without any warranty, express or implied, as to its accuracy or completeness.

7. Term and Termination

This Agreement is effective as of the date you accept it and will continue in effect for as long as you have an active account with Trackpass and for a period of three (3) years thereafter.

8. Remedies

You acknowledge that any breach or threatened breach of this Agreement may cause irreparable harm to Trackpass and/or Decision-Makers, for which monetary damages may be inadequate. In the event of such breach, Trackpass and/or the affected Decision-Maker may seek injunctive relief and any other remedies available at law or in equity.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law provisions.

10. Miscellaneous

10.1. Entire Agreement

This Agreement constitutes the entire agreement between you and Trackpass regarding the subject matter herein and supersedes all prior agreements and understandings.

10.2. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.3. Assignment

You may not assign this Agreement without the prior written consent of Trackpass. Trackpass may assign this Agreement without restriction.

10.4. Waiver

The failure of Trackpass to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

11. Electronic Acceptance

By clicking "I Agree" or similar, or by accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

12. Contact Information

If you have any questions regarding this Agreement, please contact us at:

Email: support@trackpass.co

Mailing Address:
Trackpass LLC
7321 Meadow Point Drive
Stone Mountain, GA 30087