Confidential

Investor Portal

Sign the Non-Disclosure Agreement below to access confidential materials.

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement ("Agreement") is entered into as of the date of electronic execution by the undersigned party ("Recipient") and the Company ("Disclosing Party"), collectively referred to herein as the "Parties."

1. PURPOSE

The Disclosing Party is providing access to certain proprietary business, financial, technical, and strategic information ("Confidential Information") solely for the purpose of evaluating a potential investment relationship. This Agreement governs Recipient's access to and use of such information through this portal.

2. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" includes, without limitation, all documents, materials, data, analyses, business plans, financial projections, investor materials, technical specifications, product feature descriptions, investment structures, intellectual property disclosures, trade secrets, and any other information disclosed through this portal, whether in written, electronic, oral, or any other form, 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.

3. OBLIGATIONS OF RECIPIENT

Recipient agrees to:

  1. Hold all Confidential Information in strict confidence using at least the same degree of care used to protect Recipient's own confidential information, but in no event less than reasonable care;
  2. Not reproduce, copy, screenshot, photograph, print, download, transmit, or otherwise duplicate any Confidential Information in any form or by any means;
  3. Not disclose, share, disseminate, summarize, or otherwise communicate any Confidential Information to any third party without the prior written consent of the Disclosing Party;
  4. Not use any Confidential Information for any purpose other than evaluating a potential investment relationship with the Disclosing Party;
  5. Not reverse engineer, decompile, disassemble, or otherwise derive the source of any proprietary technology or methods described in the Confidential Information;
  6. Immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

4. PROHIBITION ON REPRODUCTION OR DOWNLOAD

Recipient expressly acknowledges and agrees that all documents accessible through this portal are strictly for viewing purposes only. Recipient shall not, under any circumstances:

  • Download, save, or store any document or file from this portal;
  • Print, screenshot, or otherwise capture any information displayed herein;
  • Record or transcribe the contents of any document, in whole or in part;
  • Share portal access credentials with any other person or entity;
  • Use screen-recording software, browser extensions, or any other technology to capture the contents of this portal.

Any violation of this Section shall be deemed a material breach of this Agreement and shall entitle the Disclosing Party to seek immediate injunctive relief in addition to any other available remedies.

5. TERM AND TERMINATION

This Agreement shall remain in full force and effect for a period of five (5) years from the date of execution, unless terminated earlier by mutual written agreement. Obligations with respect to trade secrets shall survive indefinitely. Upon termination or request, Recipient shall immediately cease accessing the portal and certify in writing that no Confidential Information has been retained.

6. REMEDIES

Recipient acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an insufficient remedy. The Disclosing Party shall be entitled to seek injunctive relief without the requirement to post bond or other security, in addition to all costs including reasonable attorneys' fees.

7. NO LICENSE

Nothing in this Agreement shall be construed as granting any license or right under any patent, copyright, trademark, trade secret, or other intellectual property right. All Confidential Information remains the exclusive property of the Disclosing Party.

8. NO OBLIGATION

Nothing in this Agreement obligates either Party to proceed with any transaction. The Disclosing Party reserves the right to terminate discussions and revoke portal access at any time, in its sole discretion.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the applicable jurisdiction, without regard to its conflict of laws provisions. Disputes shall be subject to the exclusive jurisdiction of courts of competent jurisdiction.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and understandings. This Agreement may not be amended except by a written instrument signed by both Parties.

11. ELECTRONIC EXECUTION

By submitting their name, email, and contact number and clicking "Execute Agreement & Enter Portal," Recipient is executing this Agreement electronically. Recipient agrees such electronic execution is legally binding and has the same force and effect as a manual signature. Recipient acknowledges they have read, understood, and agree to be bound by all terms herein.

Scroll to review the full agreement before signing.