LEGAL

Mutual Non-Disclosure Agreement

Effective Date: Upon acceptance during sign-up

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between InkReef ("InkReef," "we," "us," or "our") and the individual or entity accepting this Agreement ("Recipient," "you," or "your") as of the date of electronic acceptance (the "Effective Date").

Both parties acknowledge that during the course of evaluating, trialing, or using the InkReef platform, each party may disclose to the other certain confidential and proprietary information. The parties agree to protect such information as described below.

1. Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, electronically, or by inspection, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. This includes, but is not limited to:

  • Platform features, functionality, architecture, roadmap, and technical specifications
  • Pricing structures, business models, financial information, and strategic plans
  • Customer data, including customer lists, orders, quotes, invoices, and communications
  • Artwork, designs, templates, and other creative materials
  • Source code, algorithms, APIs, database schemas, and system configurations
  • Marketing strategies, user metrics, and business analytics
  • Any data entered into or generated by the InkReef platform during the trial or subscription period

2. Obligations of the Receiving Party

Each party, when acting as the receiving party, agrees to:

  • Use the Confidential Information solely for the purpose of evaluating, trialing, or using the InkReef platform ("Purpose")
  • Not disclose Confidential Information to any third party without the prior written consent of the disclosing party
  • Protect Confidential Information with at least the same degree of care used to protect its own confidential information, and in no event less than reasonable care
  • Limit access to Confidential Information to those employees, contractors, or agents who have a need to know and who are bound by obligations of confidentiality at least as protective as this Agreement
  • Not reverse engineer, decompile, or disassemble any software, product, or service provided as part of the Confidential Information
  • Not use any information gained through access to the platform to develop, market, or operate a competing product or service

3. Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

  • Was publicly available at the time of disclosure or becomes publicly available through no fault of the receiving party
  • Was already known to the receiving party at the time of disclosure, as evidenced by prior written records
  • Was independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information
  • Was rightfully received from a third party without restriction on disclosure and without breach of any obligation of confidentiality
  • Is required to be disclosed by law, regulation, or court order, provided the receiving party gives the disclosing party prompt written notice (where legally permitted) and reasonable assistance to contest or limit such disclosure

4. Duration

The obligations under this Agreement shall remain in effect for a period of two (2) years from the date of acceptance, regardless of whether the trial or subscription is terminated or expires during that period. The obligation to protect Confidential Information that constitutes a trade secret shall continue for as long as such information qualifies as a trade secret under applicable law.

5. Return of Materials

Upon termination of the trial, subscription, or upon written request by the disclosing party, the receiving party shall:

  • Promptly return or destroy all Confidential Information in its possession, including all copies, notes, and summaries
  • Certify in writing, upon request, that it has complied with this obligation
  • Delete any Confidential Information stored in electronic systems, backups, or cloud services, to the extent reasonably practicable

Notwithstanding the above, InkReef may retain tenant data in accordance with its Privacy Policy and data retention obligations.

6. No License or Warranty

Nothing in this Agreement grants either party any right, title, or interest in the other party's Confidential Information, except the limited right to use it for the Purpose described herein. All Confidential Information is provided "as is" without warranty of any kind.

7. Remedies

Each party acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law or in equity.

8. General Provisions

  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.
  • Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
  • Amendments: No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties.
  • Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • Waiver: No failure or delay in exercising any right under this Agreement shall operate as a waiver of such right.
  • Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets.

9. Acceptance

By checking the NDA acceptance checkbox during the InkReef sign-up process, you acknowledge that you have read, understood, and agree to be bound by the terms of this Mutual Non-Disclosure Agreement. Your electronic acceptance constitutes a legally binding signature.

If you have questions about this agreement, please contact us at [email protected].