The investor materials behind this page are confidential. Please review the agreement below and accept to continue.
1. Parties.
This Non-Disclosure Acknowledgment (the “Acknowledgment”) is entered into between VisIQ Labs LLC, a Delaware limited liability company (“VisIQ,” “we,” or “us”) and the individual or entity accessing these materials (“Recipient,” “you”), effective as of your acceptance below.
2. Confidential Information.
“Confidential Information” means any and all non-public information disclosed by VisIQ to Recipient through these investor materials, in any form, including without limitation:
- Patent applications, provisional filings, claim structures, and related intellectual property strategy;
- Business plans, go-to-market strategy, product roadmap, and technical architecture;
- Financial information, projections, pricing, valuation, and capitalization details;
- Customer lists, partner relationships, investor lists, and personnel information;
- Any material marked “Confidential” or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
3. Permitted Use.
Recipient may use the Confidential Information solely to evaluate a potential investment in or commercial relationship with VisIQ. Recipient shall not use the Confidential Information for any other purpose, including without limitation to compete with VisIQ, to solicit VisIQ's customers, partners, or employees, or to develop competing products or services.
4. Non-Disclosure.
Recipient shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without VisIQ's prior written consent, except to Recipient's own directors, officers, employees, attorneys, accountants, and financial advisors who have a reasonable need to know for the purpose described in Section 3 and who are bound by confidentiality obligations at least as protective as those in this Acknowledgment; (c) protect Confidential Information using at least the same degree of care used to protect its own confidential information, but in no event less than reasonable care.
5. Exclusions.
Confidential Information does not include information that Recipient can demonstrate: (a) was generally available to the public prior to disclosure by VisIQ; (b) became generally available to the public after disclosure through no fault of Recipient; (c) was already known to Recipient without restriction prior to disclosure, as shown by Recipient's contemporaneous written records; (d) was rightfully received from a third party without restriction; or (e) was independently developed by Recipient without use of or reference to the Confidential Information.
6. Compelled Disclosure.
If Recipient is compelled by law to disclose Confidential Information, Recipient shall, to the extent legally permissible, provide VisIQ with prompt prior written notice and reasonable assistance in seeking a protective order or other appropriate remedy.
7. No License; No Representation.
Nothing in this Acknowledgment grants Recipient any license, right, or ownership interest in any Confidential Information, patent, copyright, trademark, or other intellectual property of VisIQ. VisIQ makes no representation or warranty as to the accuracy or completeness of the Confidential Information, and Recipient acknowledges that the materials may describe forward-looking plans, unfiled or pending patent applications, and business strategies subject to change.
8. Term.
This Acknowledgment and the obligations herein shall continue for a period of three (3) years from the date of acceptance. Obligations with respect to Confidential Information that constitutes a trade secret under applicable law shall continue for so long as such information remains a trade secret.
9. No Obligation; No Solicitation.
Neither party is obligated to proceed with any transaction. This Acknowledgment does not constitute an offer, commitment, or solicitation to buy or sell securities. Any such offer, if made, will be made only through definitive documentation signed by both parties.
10. Remedies.
Recipient acknowledges that breach of this Acknowledgment may cause irreparable harm for which monetary damages would be inadequate, and VisIQ is entitled to seek injunctive relief in addition to any other remedies available at law or equity.
11. Governing Law.
This Acknowledgment is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute shall be resolved exclusively in the state or federal courts located in Delaware.
12. Binding Acceptance.
By checking the acceptance box below and clicking “I Accept & Continue,” Recipient affirms (a) that Recipient has read and understood this Acknowledgment, (b) that Recipient has authority to bind itself and any entity on whose behalf it is accessing these materials, and (c) that this acceptance constitutes an electronic signature with the same force and effect as a handwritten signature. A record of this acceptance, including timestamp and access code identifier, may be retained by VisIQ.
13. Miscellaneous.
This Acknowledgment constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous communications. If any provision is held unenforceable, the remaining provisions shall continue in full force. This Acknowledgment may not be modified except by a writing signed by both parties.
Version 2026-04 · VisIQ Labs LLC · Delaware · All rights reserved.