1. Parties.

This Mutual Non-Disclosure and Confidentiality Acknowledgment ("Acknowledgment") is entered into as of the date of electronic acceptance between VisIQ Labs LLC, a Delaware limited liability company ("VisIQ"), and the individual or entity accessing these materials ("Recipient").

2. Confidential Information.

"Confidential Information" means all non-public information disclosed by VisIQ to Recipient in connection with Recipient's evaluation of a potential investment in or commercial relationship with VisIQ, including without limitation: business plans, financial data, projections, product roadmaps, technical architectures, patent applications (filed or unfiled), customer data, pricing, contractual arrangements, and personnel information, whether disclosed in writing, orally, electronically, or by any other means.

• All materials in this investor portal, including the investor deck, financial model, and any supplementary documents;
• Any information designated as "Confidential" or "Proprietary" by VisIQ;
• Any material 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 to compete with VisIQ, solicit VisIQ's customers or employees, or 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 and are bound by equivalent confidentiality obligations; (c) protect Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable care.

5. Exclusions.

Confidential Information does not include information that: (a) was publicly available prior to disclosure; (b) became publicly available after disclosure through no fault of Recipient; (c) was already known to Recipient without restriction; (d) was rightfully received from a third party without restriction; or (e) was independently developed by Recipient without reference to the Confidential Information.

6. Term.

Obligations continue for three (3) years from the date of acceptance. Obligations with respect to trade secrets continue for so long as such information remains a trade secret.

7. No License; No Representation.

Nothing in this Acknowledgment grants any license, right, or ownership interest in any Confidential Information or intellectual property of VisIQ. VisIQ makes no representation or warranty as to the accuracy or completeness of the Confidential Information.

8. No Obligation.

Neither party is obligated to proceed with any transaction. This Acknowledgment does not constitute an offer, commitment, or solicitation to buy or sell securities.

9. Governing Law.

This Acknowledgment is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

10. Binding Acceptance.

By checking the acceptance box below and clicking "I Accept & Continue," Recipient affirms that Recipient has read and understood this Acknowledgment, has authority to bind itself and any entity on whose behalf it is accessing these materials, and that this constitutes an electronic signature.

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