This Mutual Non-Disclosure Agreement (“Agreement”) is entered into as of the date you accept it electronically (the “Effective Date”) by and between Elio Labs Inc., a corporation organized under the laws of the State of California (“Elio”), and you, the individual or entity registering for or using the Elio platform (“Recipient”). Elio and Recipient are each a “Party” and together the “Parties.”
1. Purpose
The Parties may disclose certain confidential and proprietary information to each other in connection with Recipient's access to and use of Elio's software, services, APIs, documentation, and related offerings (collectively, the “Purpose”). This Agreement governs the protection of such information whether disclosed before or after the Effective Date.
2. Confidential Information
“Confidential Information” means any non-public information disclosed by a Party (“Discloser”) to the other Party (“Receiver”), whether orally, in writing, electronically, or by observation, 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. Confidential Information includes, without limitation: product plans, roadmaps, pricing (if not publicly posted), software, source code (if shared), algorithms, models, prompts, training techniques (if disclosed), business methods, customer lists, security practices, technical data, research, and any information marked or identified as confidential. Elio's Confidential Information includes the platform architecture, non-public documentation, and support communications. Recipient's Confidential Information includes account credentials, prompts, uploaded content, and usage data attributable to Recipient, to the extent such information is not already public or required to be disclosed by law.
3. Exclusions
Confidential Information does not include information that Receiver can demonstrate:
- is or becomes publicly available through no breach of this Agreement;
- was rightfully known to Receiver without restriction before disclosure by Discloser;
- is independently developed by Receiver without use of Confidential Information; or
- is rightfully received from a third party without a duty of confidentiality.
4. Obligations
Receiver will: (a) use Confidential Information solely for the Purpose; (b) protect Confidential Information using at least the same degree of care Receiver uses to protect its own similar information, but in no event less than reasonable care; (c) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (d) not copy, modify, reverse engineer, or create derivative works from Confidential Information except as permitted in writing or as necessary to use the services as intended.
5. Compelled disclosure
If Receiver is compelled by law, regulation, or court order to disclose Confidential Information, Receiver will give Discloser prompt notice (unless legally prohibited) and reasonable assistance if Discloser seeks a protective order. Receiver will disclose only the minimum information required.
6. No license
Except for the limited rights necessary to use the services under Elio's applicable terms of service, nothing in this Agreement grants any license or assignment of intellectual property rights. All rights not expressly granted are reserved.
7. Term
This Agreement begins on the Effective Date and continues until terminated by either Party on thirty (30) days written notice. The obligations in Sections 2–6 survive termination and remain in effect for Confidential Information for five (5) years from the date of disclosure, except that obligations with respect to trade secrets continue for so long as such information remains a trade secret under applicable law.
8. Remedies
Recipient acknowledges that unauthorized disclosure or use of Confidential Information may cause irreparable harm for which monetary damages may be inadequate. Accordingly, Elio may seek injunctive or equitable relief in addition to any other remedies available at law or in equity.
9. California law; venue
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California, for any dispute arising out of or relating to this Agreement, subject to any mandatory arbitration or dispute resolution provisions in Elio's separate terms of service, if applicable.
10. General
This Agreement constitutes the entire agreement between the Parties regarding confidentiality for the Purpose and supersedes prior oral or written understandings on that subject. If any provision is held invalid, the remainder remains in effect. Waivers must be in writing. The Parties may execute this Agreement electronically; electronic acceptance (including checking a box at registration) constitutes a binding signature.
11. Contact
For notices under this Agreement, Elio may use the contact information associated with your account or post notices through the platform. You are responsible for keeping your email current.
Version 2025-03-31 — Elio Labs Inc. — California