These terms constitute a legally binding agreement between you and Shape Software, LLC. (“Shape”).  Please read them carefully.  By accessing or viewing Shape Confidential Information, you agree to these terms on your behalf or on behalf of the entity with which you are employed, affiliated or associated.  You represent that you have the authority to bind the entity to these terms.  If you do not have such authority or are not willing to be bound by these terms, do not view or access the Shape Confidential Information. By accessing or viewing the Shape Confidential Information you acknowledge and agree that these files are the confidential information and trade secrets of Shape Software and its affiliates.  You will use the same degree of care that you use to protect the confidentiality and trade secret status of the Shape Confidential Information as you do to protect your own confidential information of like kind (but not less than reasonable care) and you will not use the Shape Confidential Information for any purpose other than to use the services of Shape or evaluate the purchase of Shape’s products and services.  Except as otherwise authorized by Shape in writing, you will limit access to the Shape Confidential Information to those who need that access for these purposes and who have executed confidentiality agreements with you containing protections no less stringent than those in these terms.  You will not disclose Shape Confidential Information to any third party other than your affiliates, legal counsel and accountants without Shape’s prior written consent and you will remain responsible for your affiliate’s, legal counsel’s or accountant’s compliance with this paragraph.  You may disclose the Shape Confidential Information to the extent compelled by law to do so, provided you give Shape prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at Shape’s cost, if Shape wishes to contest the disclosure. If you are compelled by law to disclose the Shape Confidential Information as part of a civil proceeding to which Shape is a party, and Shape is not contesting the disclosure, Shape will reimburse the you for the reasonable cost of compiling and providing secure access to the Shape Confidential Information. These terms do not apply to any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Shape, (ii) was known to you prior to its disclosure by Shape without breach of any obligation owed to Shape, (iii) is received from a third party without breach of any obligation owed to Shape, or (iv) was independently developed by you.