Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement ("NDA") is entered into by NEBULONS AI and the Customer (each a "Party", together the "Parties") for the purpose of protecting Confidential Information exchanged in connection with the evaluation, purchase, or use of the NEBULONS AI Studio platform and related services.

"Confidential Information" means all non-public information disclosed by one Party to the other, in any form, that is designated as confidential or that a reasonable business person would understand to be confidential given its nature and the circumstances of disclosure. This expressly includes Customer Data, datasets, model weights and checkpoints, fine-tuning configurations, evaluation results, prompts, system designs, pricing, roadmap information, and commercial terms.

The receiving Party will use the disclosing Party's Confidential Information solely for the purpose of evaluating, providing, or using the Services, and will not disclose it to any third party except to its employees, contractors, and professional advisers who need to know it for that purpose and who are bound by confidentiality obligations at least as protective as those in this NDA. The receiving Party will protect the disclosing Party's Confidential Information with at least the same degree of care it applies to its own confidential information, and never less than reasonable care.

The receiving Party will not use Confidential Information to train, fine-tune, evaluate, or improve any machine learning model, whether its own or a third party's. Confidential Information is never retained beyond the purpose of disclosure: once the purpose is fulfilled, or upon the disclosing Party's written request, the receiving Party permanently destroys or returns all Confidential Information, including all copies, extracts, and backups, and confirms the destruction in writing.

The obligations in this NDA do not apply to information that is or becomes public through no breach of the receiving Party, was lawfully known to the receiving Party before disclosure without an obligation of confidentiality, is independently developed without use of or reference to the Confidential Information, or is lawfully received from a third party without restriction. A disclosure required by law or by a competent authority is permitted provided the receiving Party gives the disclosing Party prompt notice where lawful to do so, so that protective measures may be sought.

Each Party acknowledges that unauthorised disclosure or use of Confidential Information may cause irreparable harm for which monetary damages are an inadequate remedy. The disclosing Party is therefore entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law. These obligations survive for as long as the Confidential Information remains confidential and, in any event, for five (5) years after its disclosure; the obligations relating to Customer Data, model weights, and the prohibition on training on Confidential Information survive indefinitely.

This NDA does not itself grant any licence to any intellectual property. All Confidential Information remains the exclusive property of the disclosing Party. This NDA is governed by the same governing law as the Master Services Agreement unless the Parties agree otherwise in writing.