Register and accept the confidentiality agreement

1 Parties and acceptance

This agreement is between Distributed AI Technologies, Inc., a Delaware corporation with a registered address at 16192 Coastal Highway, Lewes, Delaware 19958 (“DAIT”), and the person or entity identified in the registration form (“you” or the “Recipient”).

By completing the registration form, ticking the acceptance box and submitting it, you enter into this agreement and it takes effect on the date of submission. If you name a company or other entity, you confirm that you are authorised to bind it and that references to “you” include that entity.

2 Confidential Information

“Confidential Information” means any non-public information that DAIT or anyone acting for it discloses to you, in any form and by any means, before or after the date of this agreement, whether or not it is marked or described as confidential. It includes, without limitation:

• technical designs, specifications, drawings, node and cabinet configurations, thermal, electrical and battery engineering, software, source code, models and know-how;
• financial models, cost structures, pricing, margins, capital expenditure, projections, funding plans and capitalisation information;
• commercial terms, offtake and host arrangements, tokenization structures, and the identity and terms of customers, hosts, suppliers, partners and prospects;
• site locations, surveys, feasibility studies, interconnection and utility information;
• business plans, roadmaps, strategy, personnel information and internal reporting; and
• the existence and content of discussions between you and DAIT, and the fact that you have been given access to any of the above.

Confidential Information also includes any notes, analyses, summaries, extracts or other material you create that contains, reflects or is derived from it.

3 What is not covered

This agreement does not apply to information that you can show, by contemporaneous written record:

• was already lawfully in your possession without any duty of confidence before DAIT disclosed it;
• is or becomes public through no act or omission of yours or of anyone to whom you disclosed it;
• is lawfully received by you from a third party who is free to disclose it; or
• you developed independently without any use of or reference to the Confidential Information.

Information is not outside this agreement merely because it is general knowledge in the industry, or because individual elements of it are public where the specific combination disclosed to you is not.

4 Permitted purpose

You may use the Confidential Information solely to evaluate a possible commercial, investment, hosting, supply or advisory relationship with DAIT (the “Purpose”). You may not use it for any other purpose, and in particular you may not use it to compete with DAIT, to solicit its hosts, customers or suppliers, or for the benefit of any third party.

5 Your obligations

You will keep the Confidential Information secret and will not disclose it to anyone except as clause 6 permits. You will protect it with at least the degree of care you use for your own confidential information of similar importance, and in no event less than reasonable care. You will not copy or reproduce it beyond what the Purpose reasonably requires, and you will not remove or obscure any confidentiality notice.

6 Permitted disclosure

You may disclose Confidential Information to your directors, officers, employees, and professional advisers who need it for the Purpose, provided you first inform them of its confidential nature and they are bound by confidentiality obligations at least as protective as these. You remain responsible for any breach by them as if it were your own.

If you are required to disclose Confidential Information by law, regulation, court order or a competent regulator, you may do so, but you will, to the extent legally permitted, notify DAIT promptly and in advance so that it can seek protective relief, and you will disclose only the portion legally required.

7 No rights granted

All Confidential Information remains the property of DAIT. Nothing in this agreement transfers or licenses any patent, copyright, trade mark, trade secret or other intellectual property right to you, whether expressly, by implication or by estoppel. You will not reverse engineer, decompile or attempt to derive the composition or underlying design of anything disclosed to you.

8 No warranty and no reliance

The Confidential Information is provided “as is”. DAIT is at pre-pilot stage, and much of the material describes designs, models and estimates rather than measured results from operating equipment. DAIT gives no representation or warranty, express or implied, as to the accuracy, completeness or fitness for any purpose of the Confidential Information, and accepts no liability arising from your use of it.

You will make your own investigation and take your own professional advice. No liability attaches to DAIT or to anyone acting for it in respect of any decision you take on the basis of the Confidential Information, except to the extent such liability cannot lawfully be excluded.

9 Not an offer of securities

Nothing disclosed under this agreement is an offer to sell, or a solicitation of an offer to buy, any security, token or other financial instrument, and nothing in it is investment, legal, financial or tax advice. Any future offering would be made only through formal offering documentation and only to persons eligible under the applicable exemptions in their jurisdiction.

10 Term and survival

This agreement takes effect on the date you submit the registration form and continues for three years from that date. Your obligations in respect of any particular item of Confidential Information continue for three years from the date it was disclosed to you. Obligations in respect of anything that constitutes a trade secret continue for as long as it remains a trade secret under applicable law.

11 Return or destruction

On written request from DAIT, you will promptly return or securely destroy all Confidential Information in your possession or control, including copies and derived material, and confirm in writing that you have done so. You may retain one copy to the extent required by law or by your internal record-retention or professional obligations, and archived electronic backups made in the ordinary course, which remain subject to this agreement for as long as they are retained.

12 No obligation to proceed

Neither party is obliged to disclose any particular information, to continue discussions, or to enter into any further agreement. Nothing here creates any partnership, joint venture, agency, employment or exclusive relationship, and neither party may bind the other. Any transaction between the parties will be governed solely by a separate signed agreement, and until such an agreement exists there is no binding commitment of any kind.

13 Remedies

You acknowledge that damages alone may not adequately compensate DAIT for a breach of this agreement, and that DAIT is entitled to seek injunctive or other equitable relief, without needing to post a bond or prove actual damage, in addition to any other remedy available to it at law.

14 Personal data

DAIT processes the personal data you provide in the registration form — including your name, business contact details, employer, the time of submission, your IP address and browser user agent — in order to operate this agreement, to prove that and when it was accepted, and to communicate with you about the Purpose. That processing is described in the Privacy Policy. Records of acceptance are retained for the term of this agreement and for a reasonable period afterwards as evidence of the agreement.

15 Access credentials

Any link, token or credential issued to you for the confidential materials area is personal to you and must not be shared, forwarded or published. DAIT may suspend or revoke access at any time, for any reason and without notice. Revoking access does not end your obligations under this agreement.

16 Assignment

You may not assign or transfer this agreement or any of your rights or obligations under it without DAIT’s prior written consent. DAIT may assign it to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its business or assets. This agreement binds the parties’ permitted successors and assigns.

17 General

This agreement is the entire agreement between the parties on its subject matter and replaces any earlier understanding on that subject. It may be amended only in writing signed by both parties. A failure or delay in enforcing any provision is not a waiver of it. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary and the rest remains in force. Nothing in this agreement excludes or limits liability for fraud or fraudulent misrepresentation.

Where you have entered into a separate written confidentiality or transaction agreement with DAIT, that agreement prevails to the extent of any conflict.

18 Governing law and jurisdiction

This agreement and any dispute or claim arising out of or in connection with it, whether contractual or non-contractual, is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each waives any objection to venue in those courts.

19 Electronic acceptance

You agree that completing the registration form, ticking the acceptance box and typing your name constitutes your electronic signature and has the same legal effect as a handwritten signature. DAIT records the name you typed, the acceptance, the version of this agreement shown to you, and the date, time, IP address and user agent of submission, and you agree that this record is admissible evidence of your acceptance.