This platform and all information, materials, concepts, architecture, data methodologies, algorithms, scoring models, ranking systems, business strategy, financial projections, and supporting documents accessible herein (collectively, "Confidential Information") constitute proprietary and confidential intellectual property owned exclusively by Steve Warden / onTour · Tour Ticket Intelligence™ ("Discloser"). Confidential Information includes all information disclosed in any form — written, oral, visual, or digital — whether or not marked as confidential.
By proceeding, you ("Recipient") agree that: (a) all Confidential Information is strictly confidential and will be held in confidence using no less than reasonable care; (b) you will not disclose, reproduce, distribute, transmit, or permit access to any Confidential Information to any third party without prior written consent of Discloser; (c) No-Use: you will use Confidential Information solely to evaluate a potential business relationship with onTour and will not use it, directly or indirectly, for: (i) internal competitive analysis, product planning, or roadmap development; (ii) training, fine-tuning, or developing any machine learning model or AI system; (iii) any investment, M&A, or strategic decision adverse to onTour's interests; or (iv) any other purpose; (d) No Reverse Engineering: you will not reverse engineer, decompile, reconstruct, or otherwise attempt to derive the source code, architecture, algorithms, or methodologies underlying any Confidential Information; (e) No-Compete Build: you will not, directly or indirectly, develop, commission, fund, facilitate, or cause to be developed any product, platform, feature, or service that: (i) is substantially similar to or competitive with onTour; (ii) uses or is informed by any Confidential Information; or (iii) replicates any proprietary method or system disclosed herein, including without limitation the Personalized Access Path (PAP) system, demand signal engine, market demand mapping methodology, or dual-sided intelligence architecture.
IP Ownership. Nothing herein grants Recipient any license, right, title, or interest — express, implied, or by estoppel — in any Confidential Information or intellectual property of onTour. All intellectual property rights, including in any derivative works or improvements conceived using any Confidential Information, vest exclusively in and are hereby assigned to Discloser. Recipient acquires no rights by virtue of access or evaluation.
Remedies. Recipient acknowledges that: (a) the Confidential Information constitutes unique and valuable trade secrets; (b) any breach or threatened breach would cause irreparable harm for which monetary damages are an inadequate remedy; and (c) Discloser is entitled to seek injunctive relief and specific performance without bond or proof of actual damages, in addition to all other remedies at law or equity. Recipient waives any defence that an adequate remedy at law exists.
These obligations are binding upon entry, survive indefinitely with respect to trade secrets (and for five (5) years otherwise), and are governed by the laws of the Province of Ontario, Canada. You consent to the exclusive jurisdiction of Ontario courts for any dispute hereunder. Your agreement is timestamped upon entry and constitutes a binding clickwrap agreement under applicable law.
