This is the online-acceptance (clickwrap) version of the Mutual NDA. It is binding on the Client at the moment they affirmatively accept it during intake or checkout. No physical or electronic signature blocks are required; the acceptance record described in Section 2 is the primary evidence of execution.
1. Parties
This Mutual Non-Disclosure Agreement (the "Agreement") is entered into between:
- (a) AIFindMyBusiness, LLC (or its successor entity, "Company"), and
- (b) the business or individual that affirmatively accepts this Agreement during the intake or checkout process (the "Client"), identified by the email address, business name, and (where applicable) legal entity name supplied during that process.
Each is a "Party"; together, the "Parties".
2. Acceptance and Electronic Execution
This Agreement becomes effective on the Acceptance Date — the moment the Client affirmatively indicates assent to this Agreement on the Company's website at https://aifindmybusiness.com (the "Site"), including during intake or checkout. This Agreement is not deemed accepted merely because the Client visits the Site or submits information through a flow that does not present the required acknowledgment described below.
Acceptance is given by checking the required acknowledgment box "I have read and agree to the Mutual Non-Disclosure Agreement" presented during intake. The Company records an acceptance record at the time of acceptance that includes:
- The Acceptance Date and time (UTC)
- The Client's IP address as observed by the Company's edge network
- The email address, name, and business name supplied by the Client
- Where supplied, the Client's legal entity name
- The version identifier of this Agreement at the time of acceptance (the version stated above)
- The URL or referrer from which acceptance was given
- The user-agent of the Client's browser
This acceptance record constitutes electronic execution of this Agreement under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA) as adopted in Florida, and any equivalent law applicable to the Client. The Client agrees that this electronic acceptance has the same legal effect as a handwritten signature.
The Company maintains the acceptance record for the duration of the accepted Agreement term and for up to ten (10) years thereafter as evidence of execution, or longer where reasonably necessary to preserve evidence in an active dispute, legal proceeding, regulatory inquiry, or other legal hold. The Company may produce the acceptance record in any dispute or legal proceeding.
3. Purpose
The Parties wish to discuss and exchange confidential information in connection with the Company's AI Visibility services, including the AI Visibility Readiness Audit and any related advisory or implementation engagement (the "Purpose"). This Agreement governs the disclosure and use of that information whether or not a paid engagement ultimately follows.
4. Definition of Confidential Information
"Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with the Purpose, in any form, that is either:
- (a) Marked or designated as confidential at the time of disclosure;
- (b) Disclosed orally or visually and confirmed in writing as confidential within fifteen (15) days; or
- (c) Information that, by its nature and the circumstances of disclosure, a reasonable person would understand to be confidential.
Confidential Information includes, without limitation:
Disclosed by the Company: the Company's audit methodology, scoring rubric, scoring weights, prompt frameworks, prompt sets, internal templates, competitor analysis methods, internal tooling, audit deliverables, business plans, financial information, and pricing not publicly disclosed.
Disclosed by the Client: the Client's business plans, financial information, customer lists, marketing strategies, vendor relationships, internal performance data, audit findings the Client elects not to publish, and any access credentials or read-only tokens shared with the Company.
5. Exclusions
Confidential Information does not include information that:
- (a) Is or becomes publicly available through no fault of the Receiving Party;
- (b) Was known to the Receiving Party before disclosure, as evidenced by written records;
- (c) Is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information;
- (d) Is rightfully obtained from a third party who has the legal right to disclose it without obligation of confidentiality; or
- (e) Is required to be disclosed by law, court order, or governmental authority, provided the Receiving Party gives the Disclosing Party prompt written notice (where legally permitted) and reasonable cooperation in seeking protective treatment.
6. Obligations of the Receiving Party
The Receiving Party agrees to:
- (a) Use the Disclosing Party's Confidential Information solely for the Purpose;
- (b) Hold the Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own confidential information of similar importance, and in any event with no less than reasonable care;
- (c) Not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, contractors, advisors, and affiliates who have a legitimate need to know for the Purpose and who are bound by written confidentiality obligations no less protective than this Agreement;
- (d) Not reverse-engineer, decompile, or otherwise attempt to derive the underlying methodology, source materials, or trade secrets from any Confidential Information; and
- (e) Not use the Confidential Information to compete with, gain commercial advantage over, or harm the interests of the Disclosing Party.
7. Term
This Agreement begins on the Acceptance Date and continues for a period of three (3) years, unless terminated earlier by mutual written agreement. The confidentiality obligations in Section 6 survive termination and continue for a period of three (3) years after termination, except that information constituting a trade secret shall remain confidential for as long as it qualifies as a trade secret under applicable law.
8. Return or Destruction
Upon written request by the Disclosing Party at any time, or upon termination of this Agreement, the Receiving Party shall promptly:
- (a) Return all tangible materials containing Confidential Information; or
- (b) Destroy all copies of Confidential Information in any form, including electronic copies, and certify in writing to the Disclosing Party that destruction has been completed.
The Receiving Party may retain one archival copy of Confidential Information solely for legal-compliance purposes, subject to ongoing confidentiality obligations.
9. No License or Other Rights
Nothing in this Agreement grants the Receiving Party any license, right, title, or interest in the Disclosing Party's Confidential Information, intellectual property, or proprietary rights, except the limited right to use the Confidential Information for the Purpose. All Confidential Information remains the property of the Disclosing Party.
10. No Obligation to Proceed
This Agreement does not obligate either Party to enter into any further business relationship or transaction. Either Party may decline to proceed with the Purpose at any time, for any reason, without liability under this Agreement.
11. No Warranty
Confidential Information is provided "as is", without warranty of any kind. The Disclosing Party makes no representation or warranty as to the accuracy or completeness of Confidential Information.
12. Equitable Remedies
The Parties acknowledge that monetary damages may be inadequate to compensate for a breach of this Agreement and that the non-breaching Party shall be entitled to seek injunctive relief and other equitable remedies in addition to any other remedy available at law, without the necessity of posting a bond.
13. No Solicitation of Personnel
For a period of one (1) year following the termination of this Agreement, neither Party shall directly solicit for employment any employee or contractor of the other Party with whom it has had material contact during the Purpose. General job postings and unsolicited applications are not subject to this restriction.
14. Confirmation Email
Upon acceptance, the Company will send the Client a confirmation email at the email address supplied during intake. The confirmation email will include:
- The Acceptance Date
- A copy of, or link to, this Agreement at the version accepted (/nda/)
- A copy of, or link to, the Terms of Service, Privacy Policy, and Refund Policy at the versions accepted
The Client should retain this email as their record of execution.
15. Updates to This Agreement
The Company may update this Agreement from time to time by publishing a new version at https://aifindmybusiness.com/nda/ with a revised version identifier. New acceptances after that date are governed by the new version. Existing engagements continue under the version accepted at intake.
16. General Provisions
16.1 Entire Agreement. This Agreement, together with the Terms of Service and Privacy Policy in effect on the Acceptance Date, constitutes the entire confidentiality agreement between the Parties regarding the Purpose and supersedes all prior or contemporaneous communications.
16.2 Amendments. Amendments to a Client's accepted version of this Agreement require a writing (including email) signed or affirmatively confirmed by both Parties.
16.3 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
16.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be deemed modified to the extent necessary to render it valid and enforceable.
16.5 No Waiver. Failure to enforce any provision is not a waiver of future enforcement.
16.6 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-laws principles. Any dispute shall be resolved exclusively in the state or federal courts located in Alachua County, Florida, and each Party consents to the personal jurisdiction of those courts.
16.7 Notices. Notices to the Company shall be sent to [email protected]. Notices to the Client shall be sent to the email address supplied during intake. Notices are effective upon delivery.
16.8 No Signature Blocks. This is a clickwrap agreement. No physical or electronic signature blocks are required. The acceptance record described in Section 2 is the primary evidence of execution, without limiting either Party's ability to rely on other legally admissible evidence of assent or performance.
Contact
Questions about this Agreement? Email [email protected] or call +1 (386) 266-3983.