This environment and everything in it — its designs, layouts, screens, workflows, features, data models, prompts, agent logic, integrations, architecture and underlying software (the “Confidential Materials”) — are the confidential, proprietary trade secrets of Top Seed Inc. (d/b/a Highsman) (“Owner”), provided to you and your company (“Recipient”) solely to evaluate a possible business relationship. By signing below and entering, Recipient agrees:
1. Confidentiality. Recipient will hold the Confidential Materials in strict confidence, use them only for internal evaluation, and disclose them to no one.
2. No copying / no build. Recipient will NOT, directly or indirectly, copy, screenshot, screen-record, scrape or reproduce any part; reverse engineer or attempt to derive its source, structure or logic; or use it, or any design, workflow, feature, idea or know-how observed in it, to build, specify, commission, fund, or assist anyone in building any competing or similar product, platform or service.
3. No AI ingestion. Recipient will NOT input, upload, feed or expose any part of the Confidential Materials to any AI, LLM, model-training, code-generation, automation or scraping system.
4. No sharing. Access and credentials are personal to the signer and may not be shared.
5. Remedies & cash penalties. Recipient agrees any breach causes irreparable harm for which money damages are inadequate, and consents to immediate injunctive relief without bond. As a reasonable pre-estimate of harm (not a penalty), Recipient agrees to pay liquidated damages of: (a) US $250,000 for each attempt to copy, screenshot, record, extract, decompile or reproduce any part of the code, structure or logic; (b) US $250,000 for each attempt to input, feed or expose any part to any AI, LLM, model-training, code-generation or automated system, or to use any such system to replicate, reconstruct or reverse engineer it; and (c) US $250,000 for building, commissioning, funding or assisting any competing or similar product derived from the Confidential Materials — each in addition to Owner’s legal fees, all profits derived from the breach, and any other remedies at law and in equity.
6. Monitored & revocable. Access is provided “as is,” is time-limited, and is logged and monitored at the individual level (identity, IP, activity and this signature), and may be revoked at any time. All intellectual-property rights remain exclusively with Owner; no license or ownership is granted. This is a legally binding agreement.
Signed for Owner: Reid Stewart — Reid Stewart, for Top Seed Inc. (d/b/a Highsman), executed and pre-authorized. Upon Recipient’s electronic signature below, this becomes a fully executed agreement between the parties as of the date of entry.