Non-Disclosure: Limits on Report Access and Distribution (the “Agreement”)
NdtHost LLC d/b/a SD Data Center (“SDDC”) is pleased to provide you with a copy of the SOC 2 report (the “Report), which was prepared in accordance with the attestation standards issued by the American Institute of Certified Public Accountants. The Report is furnished to you subject to the terms and conditions contained herein. It was prepared solely for the benefit and use of SD Data Center, its user entities that used the system during some or all of the specified period, prospective users and the independent auditors and practitioners providing services to such user entities, and regulators.
The information contained in the Report is confidential and proprietary to SD Data Center and must be treated in accordance with the standard of care specified herein. You may not make copies of the Report. You are not to disclose the Report or provide a copy of it to any third party without written consent of SD Data center.
The Recipient is solely responsible for determining whether the information contained in the Report is applicable to its needs. As such, neither the Report nor SD Data Center action in allowing access to this Report should be considered a certification, representation or warranty, express, or implied, of any kind by SD Data Center. This Report is provided “AS IS” and any access or use of the Report by any party is at such party’s own and sole risk. Any dissemination or distribution of the Report other than as set out above is strictly prohibited.
You recognize that the unauthorized use or disclosure of the Report may give rise to irreparable injury to SD Data Center inadequately compensable in damages. You hereby agree that SD Data Center shall be entitled to seek and obtain injunctive relief against the breach or threatened breach of your obligations under this Agreement, without proving actual damages or posting bond or other security, and such equitable relief shall be in addition to any other legal or equitable remedies that may be available to SD Data Center.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, excluding the conflicts of laws provisions thereof. This Agreement contains the entire agreement and understanding concerning the subject matter hereof between the Parties hereto. No waiver, termination or discharge of this Agreement, or any of the terms or provisions hereof, shall be binding upon either party hereto unless confirmed in writing. This Agreement may not be modified or amended, except when agreed upon by both Parties in writing. No waiver by either party hereto of any term or provision of this Agreement or of any default hereunder shall affect such party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar. Neither party shall assign this Agreement, in whole or in part, without the prior written consent of the other party, and any attempted assignment not in accordance herewith shall be null and void and of no force or effect.
Access to the Report is governed by the aforementioned terms and provided under Non-disclosure Agreement for the sole use of the Recipient and/or its representatives, and limited to those officers, directors or employees with a ‘need to know’ the information contained herein. Copying or further distribution is expressly prohibited and in violated of applicable law.