27.1 Confidential Information

For purposes of these Terms, “Confidential Information” means any non-public information disclosed by or on behalf of Growwr, an Employer, Talent, Organization, Service Provider, or other authorized user that is designated as confidential or that reasonably should be understood to be confidential based on its nature or the circumstances of disclosure.

Confidential Information may include, without limitation:

• business plans;
• product roadmaps;
• software and source code;
• algorithms and artificial intelligence models;
• technical documentation;
• APIs and system architecture;
• trade secrets;
• research and development;
• financial information;
• pricing information;
• customer information;
• hiring plans;
• workforce data;
• business strategies;
• marketing plans;
• security information;
• authentication credentials;
• proprietary datasets;
• unpublished features;
• Project materials; and
• other proprietary or commercially sensitive information.

Confidential Information does not include information that:

• is or becomes publicly available through no breach of these Terms;
• was lawfully known to the receiving party before disclosure;
• is lawfully obtained from an independent third party without confidentiality obligations; or
• is independently developed without use of the disclosing party’s Confidential Information.

27.2 Confidentiality Obligations

Where you receive Confidential Information through or in connection with the Services, you agree to:

• keep the Confidential Information strictly confidential;
• use the Confidential Information solely for the purpose for which it was disclosed;
• protect the Confidential Information using at least reasonable care, and no less than the care you use to protect your own confidential information of a similar nature;
• limit access to individuals who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those contained in these Terms;
• prevent unauthorized disclosure or misuse; and
• comply with all applicable confidentiality obligations imposed by Applicable Law or separate written agreements.

You shall not disclose, publish, distribute, copy, sell, license, exploit, reverse engineer, or otherwise use Confidential Information except as expressly authorized by these Terms or by the disclosing party.

27.3 Confidentiality Between Employers and Talent

Employers and Talent may exchange Confidential Information during recruitment, interviews, onboarding, Projects, engagements, or other activities facilitated through the Services.

Growwr is not a party to confidentiality agreements entered into directly between users and does not monitor or enforce such agreements unless Growwr expressly agrees otherwise in writing.

Users remain solely responsible for protecting Confidential Information exchanged between themselves.

Nothing in these Terms prevents Employers and Talent from entering into separate non-disclosure agreements (“NDAs”) or confidentiality agreements governing their relationship.

27.4 Growwr Confidential Information

You acknowledge that the Services contain valuable proprietary information belonging to Growwr.

Without limiting other protections contained in these Terms, you agree not to disclose or misuse Growwr’s Confidential Information, including:

• software;
• source code;
• artificial intelligence models;
• prompts and prompt libraries;
• ranking methodologies;
• matching algorithms;
• pricing methodologies;
• security architecture;
• infrastructure design;
• internal documentation;
• business processes;
• non-public product features;
• strategic plans;
• research and development; and
• any other proprietary information not publicly disclosed by Growwr.

Unauthorized disclosure or use of Growwr’s Confidential Information may result in immediate suspension or termination of your Account and may subject you to legal action.

27.5 Compelled Disclosure

If you are required by Applicable Law, court order, governmental authority, or regulatory process to disclose Confidential Information, you shall, where legally permitted:

• promptly notify the disclosing party before making the disclosure;
• cooperate with reasonable efforts to seek confidential treatment or other protective measures; and
• disclose only the minimum amount of Confidential Information legally required.

Nothing in this Section requires a party to violate Applicable Law or a lawful governmental order.

27.6 Security of Confidential Information

Each party is responsible for implementing reasonable administrative, technical, and organizational safeguards designed to protect Confidential Information against unauthorized access, disclosure, alteration, or destruction.

Users acknowledge that electronic communications and internet-based systems involve inherent security risks and agree to exercise appropriate care when transmitting or storing Confidential Information.

27.7 Return or Destruction of Confidential Information

Upon termination of your right to access Confidential Information, or upon the lawful request of the disclosing party where applicable, you shall promptly:

• cease using the Confidential Information;
• return or securely destroy Confidential Information in your possession or control, where reasonably practicable; and
• certify such destruction if reasonably requested.

This obligation does not apply to information that:

• must be retained under Applicable Law;
• is retained pursuant to routine backup or disaster recovery systems until deleted in the ordinary course of business;
• is preserved for legal hold purposes; or
• is retained by Growwr in accordance with its Privacy Policy, data retention practices, or legal obligations.

27.8 No License

Disclosure of Confidential Information does not grant any ownership interest, license, intellectual property rights, or other rights in such Confidential Information except as expressly provided under these Terms or in a separate written agreement.

All Confidential Information remains the exclusive property of the applicable owner.

27.9 Injunctive Relief

You acknowledge that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages alone may be an inadequate remedy.

Accordingly, Growwr and any other lawful owner of Confidential Information may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies, in addition to any other rights or remedies available under these Terms or Applicable Law, without the necessity of posting a bond where permitted by Applicable Law.

27.10 Survival

The confidentiality obligations contained in this Section shall survive the termination or expiration of these Terms and shall continue for so long as the applicable information remains Confidential Information under Applicable Law or until the information lawfully enters the public domain through no wrongful act of the receiving party.

Where Applicable Law or a separate written agreement requires a longer confidentiality period, that longer period shall govern.

27.11 Reservation of Rights

Nothing in this Section limits any confidentiality obligations arising under:

• separate non-disclosure agreements;
• enterprise agreements;
• employment agreements;
• consulting agreements;
• data processing agreements;
• applicable professional duties;
• Applicable Law; or
• other legally binding contractual obligations.

Growwr reserves all rights to protect its Confidential Information and the Confidential Information entrusted to it by users, customers, partners, and Service Providers.