ggrrr… please read and sign. No signature, no entry.
Company is giving Recipient early, confidential access to a pre-release product (the “Beta”) so Recipient can preview, test, and give feedback (the “Purpose”).
“Confidential Information” means all non-public information Recipient accesses through the Beta or from Company, including the application and its screens, features, and workflows; the content corpus, verified claims and citations; data structures, retrieval and question-answering behavior and methods; and business, roadmap, and pricing information — whether or not marked “confidential.”
Recipient will: (a) keep Confidential Information strictly confidential; (b) use it only for the Purpose; (c) not copy, reproduce, screenshot for redistribution, publish, or disclose it to anyone; (d) not reverse-engineer, decompile, scrape, or attempt to derive the underlying data, corpus, or methods; and (e) not share Recipient’s access, credentials, or link with anyone.
Confidential Information does not include information that is or becomes public through no fault of Recipient, was lawfully known to Recipient before disclosure, or is independently developed without use of Confidential Information. Recipient may disclose if legally compelled, giving Company prompt notice where lawful.
Access to the Beta grants Recipient no license or ownership in Company’s intellectual property, content, or trade secrets. All rights remain with Company.
Recipient acknowledges Company’s corpus, verified-claim pipeline, and related methods are protected trade secrets under the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.) and will not misappropriate them.
On Company’s request or at the end of the Beta, Recipient will stop using and delete any Confidential Information in Recipient’s possession.
Recipient’s obligations continue for three (3) years from acceptance; obligations as to trade secrets continue for as long as the information remains a trade secret.
Nothing in this Agreement restricts Recipient from working, studying, or pursuing any lawful profession or business, including in nursing or nursing education, consistent with California Business & Professions Code § 16600. This Agreement protects only Confidential Information; it is not a non-compete or non-solicitation agreement.
Recipient agrees unauthorized use or disclosure would cause Company irreparable harm for which money damages are inadequate, and Company may seek injunctive relief in addition to any other remedies and damages available at law.
This Agreement is governed by California law, without regard to conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Los Angeles County, California.
The parties agree this Agreement may be signed electronically and that such signature is valid and binding under the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) and the federal ESIGN Act. A record of Recipient’s acceptance (name, email, date/time, and IP address) constitutes Recipient’s signature.
This is the entire agreement on its subject and supersedes prior discussions. If any provision is unenforceable, the remainder stays in effect and the provision is modified to the minimum extent necessary to be enforceable.
By typing your full legal name and checking “I agree” below, you acknowledge you have read, understood, and agree to be legally bound by this Agreement.