Confidentiality and Non-Disclosure Agreement

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT This Confidentiality and Non-Disclosure Agreement (“Agreement”) is entered by and between
MCL Capital, LLC, a Texas limited liability (“MCL”) and the undersigned (“Receiving Party”). MCL and Receiving Party are sometimes individually referred to herein as a “Party,” and collectively as the “Parties.” The Parties are entering into this Agreement for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.

1. Confidential Information. “Confidential Information” shall mean all information directly or indirectly received by Receiving Party from MCL, MCL’s exiting and/or to-be-formed affiliates, and/or its and their respective directors, officers, employees, agents, managers and representatives, in whatever form (whether digitally, orally or in writing), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. “Confidential Information” shall mean and include, without limitation, all technical, business, economic, financial, legal, operational and other information relating to the present and future businesses and affairs of MCL and MCL’s exiting and/or to-be-formed affiliates. “Confidential Information” also includes any summaries, notes or interpretations of Confidential Information; matters related to investments and/or potential investments of MCL and/or MCL’s existing and/or to-be-formed affiliates; and/or details concerning, and terms of, negotiations and agreements by and between the Parties or their Representatives (defined below). “Confidential Information” shall not include information which Receiving Party can establish by legally sufficient evidence:(a) was in the possession of, or was rightfully known by, Receiving Party in each case without an obligation to maintain its confidentiality prior to receipt from MCL (directly or indirectly, including, without limitation, through MCL’s Representatives (defined below)); (b) is or becomes generally known to the public without violation of this Agreement; or (c) is obtained by Receiving Party in good faith from a third party having the right to disclose it without an obligation of confidentiality. “Representatives” means all individuals and entities representing a Party, including, without limitation, officers, directors, employees and third-party advisors.

2. Disclosure. Receiving Party shall not disclose or otherwise make available any Confidential Information to anyone other than those of Receiving Party’s Representatives with a reasonable need to know the same and who are subject to non-disclosure obligations no less restrictive than those set forth herein. Receiving Party shall not use any Confidential Information other than in the evaluation and/or administration of transactions between Receiving Party and MCL and/or MCL’s exiting and/or to-be-formed affiliates. Receiving Party shall be jointly and severally liable for any breach of obligations with respect hereto by its Representatives (including, without limitation, as though a breach shall constitute a breach of this Agreement by Receiving Party).


3. Disclaimer. The Receiving Party acknowledges that all: (A) confidential INFORMATION is PROVIDED ON AN “as-is BASIS;” and (B) representations AND warranties, whether express or implied, including, without limitation, as to the accuracy, completeness or non-infringement OF CONFIDENTIAL INFORMATION are hereby EXPRESSY disclaimed.

4. Term. The term of this Agreement shall, following the date on which this Agreement is executed, continue until the Parties agree, in writing, that this Agreement shall terminate.


5. Breach; Injunction; Notice. The Receiving Party acknowledges and agrees that due to the unique nature of the Confidential Information, there may be no adequate remedy at law
for any breach of its obligations hereunder. The Receiving Party further acknowledges that any such breach may result in irreparable harm to MCL (and/or MCL’s exiting and/or to-be-formed affiliates) and that, therefore, upon any such breach or any threat thereof, MCL and/or MCL’s exiting and/or to-be-formed affiliates (as applicable) shall be entitled (in addition to all other remedies available thereto) to equitable relief including, without limitation, a temporary restraining order and injunction against such breach or threat thereof, and that MCL and its existing and to-be-formed affiliates shall not be obligated to post bond or other security in connection therewith (but if a court of competent jurisdiction nonetheless requires such bond or other security, the same shall be set at the lowest level permitted by law). The Receiving Party will immediately notify MCL in writing in the event of any breach hereof by Receiving Party or its Representatives.


6. Miscellaneous. This Agreement shall be construed under the internal laws of the State of Texas, without regard to the conflicts of laws principles thereof, and shall be fully and exclusively enforceable in the courts of Dallas County, Texas, to whose jurisdiction each Party irrevocably consents. In the event that a court of competent jurisdiction determines that any term or provision hereof is illegal or unenforceable, it shall reform such term or provision such that it is legal and enforceable and conforms as nearly as possible to the intent of the Parties. Each of the Parties has had the opportunity to be represented by legal counsel of its choice in the drafting and negotiation of this Agreement; accordingly, the rule of construction against the drafter shall not apply in the interpretation or enforcement hereof.

Privacy Policy

This Privacy Policy addresses how MCL Capital, LLC, its subsidiaries and affiliates (referred to in this Privacy Policy as “MCL”, “we”, “us”, or “our”) may collect, use, and disclose information from and about our website users (referred to as “you” or “your” in this Privacy Policy).  By accessing https://mclcapital.io/ (“Site”), you agree to accept the terms described in this Privacy Policy.

INFORMATION WE COLLECT

We collect your user information from your use of our Site, which may include, but is not limited to, (you may give us via the contact form contained on this Site like) your name, email address, mailing address, and phone number. We may also collect certain demographic information such as your site preferences, geographical location, and metrics available to Google Analytics.

OUR USE OF COOKIES

This Site also uses “cookies” which enable us to track and target the interests of our users to enhance the experience on our Site. A “cookie” is a piece of data stored on a site visitor’s hard drive to help us improve your access to our Site and identify repeat visitors. Usage of a cookie is in no way linked to any personally identifiable information on our Site. Some of our business partners may use cookies on our Site. However, we have no access to or control over these cookies.

HOW WE USE YOUR INFORMATION

The information we collect assists us in providing you with information on MCL Capital products and services you have expressed an interest in and to provide you with information on other similar services we believe will be of interest to you, as well as helping us better understand our customers, prospective residents, residents, current residents, and employees. We may use this information in a number of ways. For example, we use the information we collect to respond to your inquiry or fulfill a request that you make through our Site. Additionally, unless you ask us not to, we may use this information to communicate with you regarding the Site and the services we provide, and/or to contact you for promotional purposes and send you promotional materials. We may also use this information for internal purposes to improve our services and our users’ experience. We may combine information about you with information from other sources in order to improve the quality of our services.

HOW WE SHARE YOUR INFORMATION

We do not sell or rent the information collected on this Site. However, we reserve the right to share your personal information and non-personal information that we collect with any related or unrelated third parties for any reason, without further notice to you, including, but not limited to, the circumstances described below. We may or may not limit these third-parties’ use of the information we provide them. The subsequent use or disclosure of any information collected by or provided to third parties is subject to their privacy policies and practices.

  • We may share your information with related or unrelated third parties in order to improve your user experience. These third parties may contact you about properties, products, services or promotions you may be interested in, or to otherwise improve your experience with this Site.

  • We may share your information, as well as a record of any searches you conduct on our Site, with third-party advertising firms and service providers.

  • As we develop our business, we might sell or buy businesses or assets. In the event of an entity sale, merger, reorganization, dissolution, or similar event, your information may be part of the transferred assets.

  • We may also share your information when required by law or legal process; to investigate and/or take action against illegal activity, suspected abuse, or unauthorized use of the Site or our services; to protect the property or safety of our users or others; to enforce our and terms and conditions we may have in place from time to time and in connection with the dissolution or any sale or other transfer of ownership of all or a part of our businesses.

LINKS TO THIRD PARTY SITES

This Site may contain links to other sites that are not owned or controlled by us. You will move away from this Site when accessing third-party websites, which will have their own privacy policies. This Privacy Policy does not cover any information that you disclose to such websites or that they may collect. We are not responsible for the privacy practices of other websites and cannot guarantee the security of any of your information collected by those websites and we encourage you to review their specific privacy policies.

THIS SITE IS NOT DIRECTED TO CHILDREN, INCLUDING CHILDREN UNDER THIRTEEN

This Site is not designed for or directed to, children and we do not wish to collect personal information from children under 13. In the event that children under 13 view this Site, they may not provide any personal information. If a child under the age of 13 has provided us with personally identifiable information online, we ask that a parent or guardian notify us.

CHANGES TO THIS PRIVACY POLICY

We may change the terms of this Privacy Policy at any time without notice to you. By using this Site, or providing information to us, you acknowledge your awareness of the terms of this Privacy Policy. Your access of this Site constitutes your agreement to any changed or additional terms of this Privacy Policy. If you do not agree with any terms, you must discontinue access to this Site.

SECURITY

We take reasonable steps to protect your personal information from loss, misuse, and unauthorized access, disclosure, alteration, and destruction. Only employees who need the information to perform a specific job (for example, customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment.

YOUR ACCESS TO AND CONTROL OVER INFORMATION

You may opt-out of any future contacts from us at any time. You can do the following at any time by contacting us at info@mclcapitalpartners.com:

  • See what data we have about you, if any.

  • Change/correct any data we have about you.

  • Have us delete any data we have about you.

  • Express any concern you have about our use of your data.

The following applies to individuals protected by the European Union’s General Data Protection Regulation (“GDPR”) who access our Site or otherwise provide us with personal information.

MCL Capital, LLC is the controller of the personal information you provide to us, and such information is housed on servers in the United States.

WHAT ARE OUR LEGAL BASES FOR PROCESSING PERSONAL INFORMATION?

We process your personal information on several different legal bases, as follows:

  • Consent: If we are required to obtain your consent to process your personal information, we may perform such processing on the basis of your consent. In such cases, you may withdraw your consent at any time without affecting the lawfulness of prior processing. Providing your consent is voluntary, but we may not be able to provide you with a service for which we require your consent until we obtain it.

  • Contract Performance: We may process your personal information as necessary to comply with or perform our contractual obligations or to take steps requested by a contracting party prior to entering into a contract.

  • Legal Obligations: We may process your personal information as necessary to comply with relevant laws, regulatory requirements, and to respond to lawful requests, court orders, and legal processes.

  • Legitimate Interests: We may process your personal information as necessary to pursue our legitimate interests. In these cases, we will ensure that your interests do not override our legitimate interests.

WHAT DATA SUBJECT RIGHTS DO YOU HAVE?

Under the GDPR, you may have the following rights:

  • The right to obtain from us confirmation as to whether your personal data is being processed, and, where that is the case, to request access to the personal data.

  • The right to have personal data rectified if it is inaccurate or incomplete.

  • The right to ask us to erase your personal data.

  • The right to request the restriction of processing of your personal data.

  • The right to obtain your personal data in a structured, commonly used, and machine-readable form which you have provided to us, and to reuse it for your own purposes across different services.

  • The right to object to processing based on legitimate interests or direct marketing.

To exercise your rights, please contact us at info@mclcapitalpartners.com.