This Agreement is entered into between Adam Tech Holdings, LLC, an Illinois limited liability company with a principal place of business at 1717 N Naper Blvd, Suite 200, Naperville, IL 60563 (“Company”), and the individual identified in the signature section below (“Recipient”). If Recipient signs on behalf of a company, Recipient represents that Recipient has authority to bind that company, and “Recipient” then includes that company.
1. Purpose
Company is granting Recipient limited, revocable access to Company’s proprietary software platform, including its tools, modules, and AI features, together with Company’s branding, business processes, non-public pricing terms, and related materials (the “Software”). Access may be a demonstration, trial, or evaluation instance, or a paid customer account (each, an “Account”).
Access is granted for the sole purpose of allowing Recipient to evaluate the Software or, for a paid Account, to use the Software for Recipient’s own internal business under Company’s Terms of Service (the “Permitted Purpose”). No other use of the Software, or of any Confidential Information (defined below), is authorized under this Agreement or under any other communication, course of dealing, or implied license.
2. Definition of Confidential Information
“Confidential Information” means any non-public information disclosed to, observed by, or made accessible to Recipient in connection with an Account, in any form, including without limitation: source code, object code, database schemas, algorithms, scripts, and system architecture, whether viewed directly or inferred from the observed behavior of the Software; user interface design, layout, workflows, feature sets, and the particular combination or sequencing of features; non-public pricing arrangements, custom or negotiated pricing, discounts, and Company’s costs, fee structures, and business and revenue models; business processes, internal workflows, vendor relationships, supplier information, and operational methods; marketing strategies, sales scripts, onboarding processes, and customer acquisition methods; any data, reports, sample outputs, or
analytics shown to Recipient in a demo or evaluation, whether real, anonymized, or simulated; and any other information a reasonable person would understand to be confidential given its nature and the circumstances of disclosure.
Confidential Information does NOT include information that: (a) was already lawfully known to Recipient without obligation of confidentiality before disclosure; (b) is or becomes publicly available through no breach of this Agreement by Recipient, including Company’s published list prices,
bundle descriptions, and marketing materials, which Company publishes intentionally and which are not confidential; (c) is independently developed by Recipient without use of or reference to any Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality. Recipient’s own business data that Recipient uploads or connects to a paid Account remains Recipient’s data under the Terms of Service and is not Confidential Information of Company.
3. Non-Disclosure
Recipient shall not disclose, publish, distribute, or otherwise make available any Confidential Information to any third party, for any reason, without Company’s prior written consent. This includes sharing login credentials, and recording, screen-capturing, photographing, or sharing screenshots or recordings of the Software, except as needed for Recipient’s own ordinary use of an Account. Recipient shall protect Confidential Information using at least the same degree of care Recipient uses to protect its own confidential information, and in no event less than a reasonable degree of care. Recipient is responsible for any breach of this Agreement by its employees, team members, contractors, or others to whom Recipient gives access.
4. Non-Use, Non-Replication, and Non-Circumvention
This is the core protection of this Agreement. Recipient agrees that Recipient shall NOT, directly or indirectly, whether personally or through any employee, contractor, affiliate, business partner, or other third party, at any time: (a) copy, reproduce, replicate, clone, reverse-engineer, decompile, disassemble, or attempt to derive the source code, structure, algorithms, or underlying methods of the Software or any part of it; (b) use any Confidential Information to design, develop, build, launch, fund, invest in, or assist any other person or entity in designing, developing, building, launching, or funding, any product or service that competes with, or is designed to compete with, the Software in whole or in part, including a product or service that replicates only one module,
feature set, or workflow of the Software rather than the Software as a whole, and that incorporates, is derived from, or was informed by Confidential Information obtained through an Account; (c) use the Software, or any Confidential Information obtained through it, for any purpose other than the Permitted Purpose described in Section 1; (d) remove, obscure, or alter any proprietary rights notices contained in or displayed by the Software; or (e) use any automated means to extract, archive, or systematically record the Software’s content, design, or underlying data, beyond what is incidentally created by ordinary, good-faith use of an Account for the Permitted Purpose.
To make clause (b) meaningful in practice and not merely on paper, the parties agree that if Recipient, or any person or entity described in the introductory clause of this Section, designs, develops, launches, or begins offering a product or service competing with all or part of the Software within twenty-four (24) months after Recipient’s access to the Software or any Confidential Information ends, and that product or service is substantially similar to the Software in its combination of features, module offerings, pricing structure, workflow design, or target customer base, a rebuttable presumption arises that Confidential Information was used in violation of clause (b). Recipient may rebut this presumption only with clear and convincing evidence of independent development that did not rely on, and was not informed by, any Confidential Information obtained under this Agreement. Relevant evidence includes, without limitation, documented development timelines predating Recipient’s access to the Software, the hiring or involvement of any individual who had access to Confidential Information under this Agreement, and the degree of similarity between the two products’ feature sets, pricing tiers, and user workflows.
Nothing in this Section is intended to, and shall not be construed to, prohibit Recipient from independently conceiving of, building, or operating any business or software product that does not use or rely on Company’s Confidential Information, source code, or trade secrets, even if such business or product serves a similar market or similar customers. This Agreement protects
Company’s confidential information and trade secrets. It does not grant Company ownership of general business ideas, concepts, or methods that are not themselves confidential or that are independently developed.
5. Identity Representation
Recipient represents and warrants that all information provided in connection with this Agreement and any Account, including Recipient’s full legal name, business or company name, title, email address, and any other identifying information, is true, accurate, and not falsified, altered, or provided under a false identity. Recipient understands and agrees that Company is relying on the accuracy of this information in granting access to the Software; that providing false, incomplete, or misleading identifying information in connection with this Agreement may itself constitute fraud and a material breach of this Agreement, independent of any breach of Sections 3 or 4; and that Company may verify Recipient’s identity and affiliation by any lawful means.
6. Records of Access
Recipient understands and agrees that Company records sign-in and session information for each Account, including the date and time, IP address, browser and device information, approximate location, and session length, and keeps these records for security, fraud prevention, and to enforce this Agreement. Company handles this information as described in its Privacy Policy.
7. Term
The confidentiality obligations in Section 3 and the non-use obligations in Section 4 survive termination or expiration of Recipient’s access to any Account, and continue indefinitely for so long as the relevant information remains a trade secret or otherwise remains confidential under Section 2, regardless of whether Recipient ever becomes, or continues as, a paying customer.
8. Remedies
Recipient acknowledges that any breach of Section 3 or Section 4 would cause Company irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other rights and remedies available at law or in equity, Company shall be entitled to seek
immediate injunctive relief (including a temporary restraining order and preliminary injunction) without the necessity of posting a bond, to prevent or restrain any actual or threatened breach of this Agreement, without waiving any other remedy. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party, in addition to any other relief awarded.
9. No License; No Employment; No Partnership
Nothing in this Agreement grants Recipient any license, ownership interest, or other right in the
Software or any Confidential Information beyond the limited access described in Section 1. Nothing in this Agreement creates any employment, partnership, joint venture, or agency relationship between Recipient and Company. This Agreement is in addition to, and does not replace,
Company’s Terms of Service, which also incorporate this Agreement; if the two conflict about confidentiality or non-use, the provision more protective of Confidential Information controls.
10. Electronic Signature
Recipient agrees that checking the box, typing Recipient’s full legal name, and clicking “I Agree and Sign” below constitutes Recipient’s legally binding electronic signature under the U.S. Electronic
Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic
Transactions Act (UETA), and has the same legal force and effect as a handwritten signature on paper. Company will record the date, time, IP address, and browser and device information associated with Recipient’s signature as part of Company’s business records, and will email Recipient a signed copy.
11. Governing Law and Venue
This Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-laws principles. Recipient consents to the exclusive jurisdiction and venue of the state and federal courts located in DuPage County, Illinois, for any dispute arising out of or relating to this Agreement.
12. Severability; Entire Agreement
If any provision of this Agreement is held unenforceable, that provision shall be modified to the
minimum extent necessary to make it enforceable, or if it cannot be so modified, it shall be severed, and the remainder of this Agreement shall remain in full force and effect. This Agreement is the
entire agreement between the parties regarding its subject matter and supersedes any prior discussions or agreements on that subject, including any earlier version of this Agreement.
Signature
Full legal name:_________________ Business name:
Title (optional):___________________Email:
Date:___________________________ (In the app, this is completed electronically as described in Section 10.)