1. Parties and Effective Date
This Agreement is entered into between CobraCare+ / CobraCare Safety Inc. (“CobraCare+”), together with its affiliates, successors and assigns (the “Discloser”), and the individual accepting this Agreement together with the organization on whose behalf they act (the “Recipient”).
The Agreement takes effect on the date and time the Recipient electronically accepts it in order to obtain a CobraCare+ OS demo access code, and applies to every access, viewing, session, credential and materially related communication that follows.
2. Purpose
The Discloser will grant the Recipient time-limited access to the CobraCare+ OS demonstration environment solely so the Recipient may internally evaluate a potential investment, purchase, pilot, partnership or employment relationship (the “Purpose”).
Access is a revocable, non-exclusive, non-transferable, non-sublicensable courtesy. It is not a sale, licence, lease, option, or promise of any future agreement, and it may be withdrawn at any time for any reason without notice or liability.
3. Confidential Information
“Confidential Information” means all non-public information disclosed by or on behalf of the Discloser, in any form and whether or not marked confidential, including: the CobraCare+ OS platform and demo environment; access codes and credentials; user interfaces, screens, workflows, dashboards and layouts; the WSI, CSI, PRI and CXR indices and their definitions, weightings, thresholds and scoring logic; prompts, models, AI agent behaviour, prompt-engineering and orchestration techniques; source code, architecture, schemas, APIs and infrastructure; product roadmaps, feature plans and release timing; pricing, discounts, unit economics, ROI models and financial projections; customer, pilot, prospect, investor and partner identities; marketing, go-to-market and fundraising materials; and the existence, content and status of discussions between the parties.
Confidential Information includes anything the Recipient derives, abstracts, summarizes, models, notes or reconstructs from the foregoing.
4. Confidentiality Obligations
The Recipient shall hold all Confidential Information in strict confidence and shall not disclose it to any third party without the Discloser’s prior written consent.
The Recipient may disclose Confidential Information only to those of its employees, officers, directors, and professional advisors who have a genuine need to know it for the Purpose, who have been informed of these obligations, and who are bound by confidentiality duties at least as protective as this Agreement. The Recipient is fully responsible for any breach by such persons.
The Recipient shall protect Confidential Information using at least the degree of care it uses for its own most sensitive information, and never less than a reasonable standard of care.
5. Restricted Use
The Recipient shall use Confidential Information exclusively for the Purpose. Without limiting that restriction, the Recipient shall not, directly or indirectly:
(a) share, forward, resell, publish or otherwise transfer any demo access code, credential, link or session to any other person, including within its own organization;
(b) copy, screenshot, screen-record, film, photograph, stream, or otherwise capture or reproduce any part of the demo environment, except for a reasonable number of internal evaluation notes that remain subject to this Agreement;
(c) reverse engineer, decompile, disassemble, probe, scrape, crawl, benchmark, penetration-test, load-test, or attempt to derive source code, models, prompts, scoring logic or trade secrets from the platform;
(d) use the platform or Confidential Information to design, build, train, fine-tune, specify, procure or assist any product, model, dataset or service that competes with CobraCare+ OS;
(e) submit any real patient, employee, or personally identifying information, protected health information, or regulated data into the demo environment;
(f) publish, present, quote or make any public statement, disclosure to media or analysts, or social-media post referencing the platform, the demo, or the parties’ discussions without the Discloser’s prior written consent;
(g) circumvent, disable or interfere with any access control, expiry, rate limit, audit log or security feature; or
(h) remove, obscure or alter any proprietary notice, watermark or branding.
6. Intellectual Property; No Licence Granted
All right, title and interest in and to CobraCare+ OS and the Confidential Information — including all software, code, models, prompts, algorithms, indices, methodologies, data structures, designs, user interfaces, text, graphics, logos, trade names, trade dress, trade secrets, patents and patent applications, copyrights and other intellectual property — is and remains the exclusive property of the Discloser.
No licence, assignment, option, joint ownership, shop right, or other right in any intellectual property is granted or implied by this Agreement, by the demo access, or by any disclosure made under it. Nothing may be construed as an obligation to grant such rights in the future.
If the Recipient provides feedback, suggestions, requests or ideas concerning the platform (“Feedback”), the Recipient hereby irrevocably assigns all right, title and interest in that Feedback to the Discloser and waives all moral rights in it. The Discloser may use Feedback for any purpose without attribution, compensation or obligation.
The Recipient shall not file, or assist any person in filing, any patent, trademark, domain name, copyright or other registration that incorporates, claims or is derived from the Confidential Information.
7. Exclusions
These obligations do not apply to information the Recipient can demonstrate by contemporaneous written records: (a) was lawfully in its possession without restriction before disclosure; (b) is or becomes publicly available other than through any act or omission of the Recipient or its personnel; (c) is lawfully received from a third party free of any confidentiality obligation; or (d) was independently developed by the Recipient wholly without reference to or use of the Confidential Information.
8. Compelled Disclosure
If the Recipient is required by law, regulation, subpoena or court order to disclose Confidential Information, it shall (to the extent legally permitted) give the Discloser prompt written notice and reasonable cooperation so the Discloser may seek a protective order, and shall disclose only the minimum portion legally required, which portion remains Confidential Information for all other purposes.
9. Demo Data; No Warranty; No Reliance
The demonstration environment uses synthetic, seeded, illustrative data. It contains no real patient, resident or employee records, and any figures, scores, forecasts, benchmarks or AI outputs shown are illustrative only.
THE DEMO AND ALL CONFIDENTIAL INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
CobraCare+ OS is a workforce-safety decision-support tool. It does not provide medical, clinical, diagnostic, legal, employment or regulatory advice, and nothing in the demo should be relied upon for any clinical, employment, disciplinary, investment or compliance decision. The Recipient assumes all risk of any reliance.
To the maximum extent permitted by law, the Discloser shall have no liability arising out of the Recipient’s access to or use of the demo, including for indirect, incidental, special, consequential, exemplary or punitive damages or lost profits.
10. Regulatory Status; No Clinical or Employment Decision-Making
The demonstration environment is an evaluation preview of administrative workforce-safety decision-support software. It is not a medical device, is not offered for diagnosis, cure, mitigation, treatment or prevention of disease in any individual, and is not cleared, approved, licensed or registered by the United States Food and Drug Administration, Health Canada, the European Medicines Agency, the UK MHRA or any other regulator.
The demo does not create a HIPAA business-associate relationship, a PHIPA health-information-custodian or agent relationship, or any equivalent relationship under other health-privacy law, because no protected health information or personal health information is to be entered into it (see section 5(e)).
No output of the demo may be used to make, support, justify or document any clinical, diagnostic, treatment, staffing, hiring, discipline, termination, compensation, credentialing, insurance, credit or benefits decision about any identifiable individual. Nothing shown constitutes medical, legal, human-resources, actuarial, securities, tax or accounting advice.
The Recipient is solely responsible for its own compliance with all laws applicable to it, including occupational health and safety, labour and employment, human rights, accessibility, privacy, and health-care regulatory requirements in each jurisdiction in which it operates.
11. No Obligation; No Exclusivity; No Partnership
Neither party is obligated to proceed with any transaction, investment, pilot, purchase or relationship. Each party remains free to pursue any opportunity with any third party, subject only to the confidentiality and use restrictions in this Agreement.
This Agreement creates no partnership, joint venture, agency, franchise, employment or fiduciary relationship between the parties.
If the Recipient is or may become an investor, nothing disclosed is an offer to sell or a solicitation of an offer to buy any security in any jurisdiction, and no securities offering is made by or through the demo. The Recipient acknowledges that some Confidential Information may constitute material non-public information and agrees not to trade in, or recommend trading in, any security on the basis of it.
12. Non-Solicitation
For twelve (12) months following the Effective Date, the Recipient shall not directly or indirectly solicit for employment or engagement any employee or contractor of the Discloser with whom it became acquainted through the demo or related discussions. General public advertising not specifically targeted at such persons, and responses to it, are not a breach.
This section applies only to the extent permitted by the law of the Recipient’s jurisdiction, and does not apply where such a restriction is void or unenforceable (including under the laws of California and other jurisdictions restricting employee-mobility covenants).
13. Term, Return and Destruction
Demo access codes expire seven (7) days from issue and are re-issued only with the Discloser’s express approval. Expiry or revocation of access does not terminate the Recipient’s obligations.
The confidentiality and use obligations in this Agreement survive for five (5) years from the Effective Date, and indefinitely with respect to any information constituting a trade secret or personal information under applicable law.
On the Discloser’s written request, or upon expiry of access, the Recipient shall promptly cease all use, and return or permanently destroy all Confidential Information in its possession or control (including notes, copies, extracts and derivatives), and certify that destruction in writing on request. Copies retained solely in routine, non-targeted electronic backups remain subject to this Agreement until deleted.
14. Remedies
The Recipient acknowledges that any breach of this Agreement would cause the Discloser irreparable harm for which monetary damages would be an inadequate remedy. The Discloser is therefore entitled to seek injunctive and other equitable relief without posting bond or proving actual damages, in addition to all other remedies available at law or in equity, together with its reasonable legal fees and costs incurred in enforcing this Agreement.
The Discloser may seek interim, interlocutory or injunctive relief in any court of competent jurisdiction anywhere in the world in order to protect its Confidential Information and intellectual property, notwithstanding the forum provisions of this Agreement.
The Recipient shall defend, indemnify and hold harmless the Discloser and its directors, officers, employees and agents from any third-party claim, loss, liability, fine or expense (including reasonable legal fees) arising out of the Recipient’s breach of this Agreement, its unauthorized use or disclosure of Confidential Information, or its entry of any real, personal or regulated data into the demo environment.
Trade-secret notice (United States — 18 U.S.C. § 1833(b)): an individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement prohibits any person from reporting a possible violation of law to, or communicating with, a government agency or regulator, or from making any disclosure protected by whistleblower, labour-relations or human-rights legislation.
15. Privacy, Data Protection and Monitoring
The Discloser records access-related information — including the Recipient’s name, business email, organization, title, IP address, browser user agent, acceptance timestamp, and demo session and AI usage activity — for the purposes of security, audit, evidence of contract formation, service delivery and abuse prevention. The Recipient consents to that collection, use, disclosure to the Discloser’s service providers, and retention for as long as needed for those purposes and for applicable limitation periods.
The Discloser handles this information in accordance with the Personal Information Protection and Electronic Documents Act (Canada) and applicable provincial privacy legislation, including Quebec’s Act respecting the protection of personal information in the private sector. Where the Recipient is located in the United States, the information described above is business-contact and security-log information collected in a business-to-business context; the Discloser does not sell or share it as those terms are defined under the California Consumer Privacy Act as amended, or under comparable state privacy laws.
Where the General Data Protection Regulation (EU) 2016/679, the UK GDPR, or comparable legislation applies to the Recipient’s personnel data provided to the Discloser, the Discloser processes it as an independent controller on the basis of its legitimate interests in securing and evidencing access to its systems, and honours applicable data-subject rights.
The Recipient acknowledges and consents that Confidential Information, account information and access logs may be stored and processed in Canada, the United States, and other jurisdictions in which the Discloser and its cloud and email providers operate, and may be subject to the laws of those jurisdictions.
The Recipient is responsible for ensuring no personal information, health information, or other regulated data of any third party is entered into the demo environment. Any such entry is a breach of this Agreement and is at the Recipient’s sole risk and liability.
Access to the demonstration environment is logged and monitored. The Recipient consents to that monitoring and shall inform any of its personnel who use access issued to it.
16. Export Controls, Sanctions and Anti-Corruption
The Recipient shall comply with all applicable export-control, economic-sanctions and trade laws, including the United States Export Administration Regulations and the regulations and orders administered by the U.S. Office of Foreign Assets Control, and Canada’s Export and Import Permits Act, Special Economic Measures Act and United Nations Act.
The Recipient represents that it, its parent and its controlling persons are not designated on any applicable sanctions or denied-party list, are not owned or controlled by any such person, and are not located in, organized under the laws of, or ordinarily resident in any comprehensively sanctioned jurisdiction. The Recipient shall not access the demo from, or export, re-export or transfer any Confidential Information to, any such jurisdiction or person.
The Recipient shall comply with all applicable anti-bribery and anti-corruption laws, including the Corruption of Foreign Public Officials Act (Canada), the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010, and shall not offer or accept any improper payment or advantage in connection with this Agreement or any resulting relationship.
If the Recipient is an agency, department or instrumentality of the United States Government, any software or technical data disclosed is “commercial computer software” and “commercial computer software documentation” as those terms are used in FAR 12.212 and DFARS 227.7202, and is provided with only those rights granted under this Agreement.
17. Electronic Records and Electronic Signature
The parties consent to transact electronically and to the use of electronic records and electronic signatures. The Recipient agrees that clicking to accept together with typing its full name constitutes its signature, is intended to authenticate this Agreement, and has the same legal force and effect as a handwritten (“wet-ink”) signature.
This consent and this Agreement are intended to satisfy, without limitation: the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. (E-SIGN) and the Uniform Electronic Transactions Act as adopted in the applicable U.S. state; Part 2 of the Personal Information Protection and Electronic Documents Act (Canada) and provincial electronic-commerce legislation, including Ontario’s Electronic Commerce Act, 2000; Regulation (EU) No 910/2014 (eIDAS) and the UK Electronic Communications Act 2000; and the UNCITRAL Model Law on Electronic Commerce and the United Nations Convention on the Use of Electronic Communications in International Contracts, in each case to the extent applicable.
The Recipient may withdraw consent to electronic records only by declining demo access, since electronic acceptance is the sole means by which access is granted. To view and retain this Agreement the Recipient requires a current web browser, internet access and either a printer or the ability to store a PDF file. A signed PDF copy is made available for download immediately after acceptance and, on written request to the Discloser, a paper copy will be provided at no charge.
The Discloser’s electronic records of acceptance — including the signer’s name, typed signature, email, organization, title, timestamp, IP address, browser user agent and a cryptographic hash of the exact agreement text signed — are the parties’ agreed record of this Agreement, and each party waives any objection to their admissibility on the ground that they are electronic or are not originals.
Neither party shall contest the validity, enforceability or admissibility of this Agreement on the basis that it was formed, delivered or signed electronically. This Agreement may be executed in counterparts, each of which is an original and all of which together form one agreement.
18. Governing Law, Forum and Dispute Resolution
This Agreement is governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules. The parties attorn to the exclusive jurisdiction of the courts of that province, sitting in Toronto.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Each party irrevocably submits to personal jurisdiction in Ontario for that purpose and waives any objection based on venue or forum non conveniens. This does not limit the Discloser’s right under section 14 to seek injunctive or equitable relief, or to enforce a judgment, in any other jurisdiction where the Recipient or the Confidential Information is located.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND AGREES THAT ANY CLAIM SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.
Nothing in this Agreement limits any right a party has under mandatory law of its own jurisdiction that cannot be waived by contract; where such a mandatory rule conflicts with a term of this Agreement, that term applies to the maximum extent the mandatory rule permits and is otherwise modified only to the minimum extent necessary for that jurisdiction.
19. Notices and Language
Notices under this Agreement are validly given in writing by email to the Discloser at legal@cobracare.org, and to the Recipient at the email address it provided on acceptance, and are deemed received on the next business day after sending absent a delivery failure.
The parties have expressly requested that this Agreement and all related documents be drawn up in English. Les parties ont expressément demandé que la présente entente et tous les documents s’y rattachant soient rédigés en anglais.
20. General
The Recipient may not assign this Agreement without the Discloser’s prior written consent; the Discloser may assign it freely, including in connection with a financing, reorganization or sale of assets.
If any provision is held invalid or unenforceable in any jurisdiction, it shall be limited, reformed or severed to the minimum extent necessary in that jurisdiction only, the remainder shall remain in full force, and the provision shall remain in full force in every other jurisdiction. No waiver is effective unless in writing, and no failure or delay in enforcing a right waives it.
This Agreement is the entire agreement between the parties concerning its subject matter and supersedes all prior discussions on that subject. It may be amended only in writing signed by both parties, except that the Discloser may publish an updated version that applies to future access requests.
The person accepting represents that they are at least the age of majority in their jurisdiction and are duly authorized to bind the organization they identify, and that all information they provided on acceptance is true.
Sections 3 through 9 and 13 through 20 survive expiry or termination of demo access. Section headings are for convenience only. “Including” means “including without limitation”. This Agreement is the product of negotiation between commercially sophisticated parties and shall not be construed against its drafter.