Non-Disclosure Agreement

Effective Date: May 1, 2025  |  Last Updated: May 15, 2025

1. Parties

This Non-Disclosure Agreement ("Agreement") is entered into between Hello Reach LLC, a limited liability company with a principal place of business at 2001 L St. NW, Fl 5, Washington, DC 20036 ("Hello Reach" or "Disclosing Party"), and the business or individual completing the Spotlight Signup registration ("Receiving Party").

2. Confidential Information Defined

"Confidential Information" means any non-public information disclosed by Hello Reach to the Receiving Party in connection with the Business Spotlight service, including but not limited to:

• Subscriber lists, contact databases, and email distribution details
• Proprietary campaign methodologies, targeting strategies, and distribution technology
• Pricing structures, cost models, and contractual terms not publicly disclosed
• Business plans, marketing strategies, financial projections, and platform roadmaps
• Any other information marked as confidential or that a reasonable person would consider confidential given the context

3. Obligations of Receiving Party

The Receiving Party agrees to:

• Hold all Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information (but no less than reasonable care)
• Not disclose Confidential Information to any third party without prior written consent from Hello Reach
• Use Confidential Information solely for the purpose of participating in the Hello Reach Business Spotlight program
• Not reverse-engineer, reproduce, or exploit any proprietary systems, lists, or methodologies
• Promptly notify Hello Reach of any unauthorized use or disclosure of Confidential Information

4. Exclusions

This Agreement does not apply to information that:

• Is or becomes publicly known through no breach of this Agreement
• Was rightfully known to the Receiving Party prior to disclosure
• Is independently developed by the Receiving Party without use of Confidential Information
• Is required to be disclosed by law, regulation, or court order (with prompt notice to Hello Reach)

5. Term

This Agreement commences on the date of electronic acceptance and remains in effect for a period of three (3) years from that date, or for as long as the Receiving Party participates in the Hello Reach Spotlight program, whichever is longer.

6. Remedies

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to Hello Reach for which monetary damages would be an insufficient remedy, and that Hello Reach shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.

7. Return or Destruction of Information

Upon termination of the Spotlight subscription or written request by Hello Reach, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing upon request.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to conflicts of law principles. Any disputes shall be resolved in the courts of Washington, DC.

9. Entire Agreement

This NDA, together with the Subscriber Agreement, Privacy Policy, and Terms & Conditions, constitutes the entire agreement between the parties with respect to confidentiality and supersedes all prior agreements or understandings relating to the subject matter hereof.

10. Electronic Acceptance

By clicking the checkbox labeled "I have read and agree to the Non-Disclosure Agreement" during the Spotlight Signup checkout process, the Receiving Party acknowledges that they have read, understood, and agree to be legally bound by all terms of this Agreement. Electronic acceptance is valid and enforceable under the Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law.