Confidential capability overviews and technical dossiers.

1. Definitions

In this Non-Disclosure Agreement and Terms of Access (“Agreement”):

• “Reinventy” means Reinventy Solutions Corp., a corporation incorporated under the laws of British Columbia, Canada, having its registered office at 185-911 Yates Street, Suite 352, Victoria, BC V8V 4Y9.
• “Vault” means the access-restricted content surfaces of Reinventy's website accessible at https://reinventy-solutions.ca/vault/*, including the Overviews (L2) and Dossiers (L3) tiers as defined in Reinventy's content disclosure architecture.
• “Recipient” means the natural person or legal entity accessing the Vault, identified by the credentials entered at the time of acceptance of this Agreement.
• “Confidential Information” means all information, materials, documents, data, technical descriptions, performance metrics, trade secrets, know-how, and any other proprietary or non-public information disclosed by Reinventy through the Vault, in any form (textual, graphical, numerical, document-based, software-based) and regardless of whether such information is marked as confidential.
• “Disclosure” means any communication, transmission, publication, reproduction, citation, or making available of Confidential Information to any person or entity not party to this Agreement.

2. Acceptance and Identification

By submitting the acceptance form on /vault/login, the Recipient:

(a) certifies that the identifying information provided (full name, organization, business email) is accurate and complete;

(b) acknowledges that Reinventy will record this identification information, the IP address from which the acceptance is submitted (stored as a cryptographic hash for privacy), the user agent of the access device, and the precise timestamp of acceptance, all of which constitute an audit record that will be retained for compliance and enforcement purposes;

(c) agrees to be bound by the terms of this Agreement as if executed in writing.

The Recipient acknowledges that electronic acceptance constitutes a legally binding signature under the British Columbia Electronic Transactions Act (SBC 2001, c. 10) and the Canadian Uniform Electronic Commerce Act provisions adopted in applicable Canadian jurisdictions.

3. Confidentiality Obligations

The Recipient shall:

(a) hold all Confidential Information in strict confidence;

(b) not Disclose Confidential Information, in whole or in part, to any third party (including but not limited to colleagues within the Recipient's organization not specifically authorized for access), absent prior written authorization from Reinventy;

(c) not reproduce, copy, transmit, screen-capture, photograph, transcribe, or otherwise replicate Confidential Information in any form, whether electronic or physical, except as strictly necessary for the Permitted Use defined in Section 4;

(d) employ at minimum the standard of care that a prudent professional would apply to its own confidential information, and in any event not less than reasonable care;

(e) limit access to Confidential Information to the device(s) on which the Recipient has personally authenticated, and not share authentication credentials with any other person.

4. Permitted Use

The Recipient may access and review Confidential Information solely for the purpose of:

(a) evaluating potential business relationships, partnerships, licensing arrangements, investment opportunities, or technical collaborations with Reinventy;

(b) conducting due diligence consistent with the foregoing purposes;

(c) internal discussion within the Recipient's organization strictly limited to persons with a verified need-to-know and who are themselves bound by confidentiality obligations no less protective than this Agreement.

No other use is permitted. In particular, the Recipient shall not:

(d) use Confidential Information to develop, evaluate, or compete with Reinventy's technologies, products, services, or intellectual property;

(e) cite, reference, or attribute Confidential Information in any external publication, presentation, regulatory filing, patent application, marketing material, or media communication;

(f) use Confidential Information for any purpose adverse to Reinventy's interests.

5. Intellectual Property

Nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right under any patent, copyright, trademark, trade secret, or other intellectual property right of Reinventy. All Confidential Information remains the exclusive property of Reinventy.

The Recipient shall not file, prosecute, or maintain any patent application or other intellectual property registration that incorporates, derives from, or is enabled by Confidential Information, without prior written authorization from Reinventy.

6. Watermarking and Tracking

The Recipient acknowledges and consents to:

(a) per-Recipient watermarking of all document downloads (in particular, dossier PDFs) with the Recipient's identifying information, access timestamp, and session identifiers, applied as visible overlays and/or invisible technical markers;

(b) access logging of every page accessed, document downloaded, and session event, recorded in Reinventy's audit database;

(c) the use of such records by Reinventy for compliance verification, security monitoring, breach investigation, and, where applicable, evidence in legal proceedings;

(d) the retention of such records for a period of not less than seven (7) years from the date of access, subject to applicable data protection law.

The Recipient agrees not to attempt to remove, alter, obscure, or circumvent any watermark or tracking mechanism applied to Confidential Information.

7. Term and Termination

This Agreement enters into force at the moment of acceptance under Section 2 and remains in effect for the longer of:

(a) ten (10) years from the date of last access; or

(b) until Reinventy provides written notice of termination.

The confidentiality obligations under Section 3 survive termination of this Agreement for an additional period of ten (10) years from the date of termination, except with respect to information that, through no fault of the Recipient, has entered the public domain or is otherwise lawfully and properly in the Recipient's possession.

Reinventy may revoke the Recipient's access to the Vault at any time, with or without cause, without prejudice to any other rights or remedies available to Reinventy under this Agreement or at law.

8. Breach and Remedies

The Recipient acknowledges that any breach of this Agreement may cause irreparable harm to Reinventy for which monetary damages alone would be inadequate. In the event of a breach or threatened breach, Reinventy shall be entitled to seek:

(a) injunctive relief to prevent or restrain the breach, without the necessity of posting bond or other security;

(b) damages, including direct, consequential, and punitive damages where permitted by law;

(c) disgorgement of profits derived from any unauthorized use of Confidential Information;

(d) legal costs and reasonable attorneys' fees incurred in enforcing this Agreement;

(e) specific performance of any obligation under this Agreement.

These remedies are cumulative and not exclusive. Pursuit of any one remedy does not preclude pursuit of others.

9. Data Protection and Privacy

Reinventy collects and processes the Recipient's personal information (name, organization, business email, IP address hash, user agent, access timestamps) solely for the purposes of:

(a) operating the Vault access control system;

(b) maintaining the audit trail required under this Agreement;

(c) verifying compliance with this Agreement;

(d) communicating with the Recipient regarding access matters.

Such processing is conducted in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA, S.C. 2000, c. 5) and the British Columbia Personal Information Protection Act (SBC 2003, c. 63).

The Recipient may request access to, correction of, or deletion of personal information processed by Reinventy by contacting Reinventy at the address indicated in Section 14, subject to Reinventy's legal obligation to retain audit records for the period specified in Section 6(d).

Where the Recipient is resident in the European Union, the United Kingdom, or another jurisdiction with applicable extraterritorial data protection law, additional rights under such law (including but not limited to those granted by Regulation (EU) 2016/679 (GDPR)) shall apply mutatis mutandis.

10. Governing Law and Jurisdiction

This Agreement is governed by and shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

The Recipient irrevocably submits to the exclusive jurisdiction of the courts of British Columbia, Canada, for any dispute arising out of or in connection with this Agreement.

11. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with a valid provision that, to the extent possible, achieves the original intent of the parties.

12. Entire Agreement

This Agreement constitutes the entire agreement between Reinventy and the Recipient regarding access to the Vault and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, on the subject matter hereof.

13. Assignment

The Recipient shall not assign, delegate, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of Reinventy. Reinventy may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

14. Notices

All notices and communications under this Agreement shall be in writing and may be delivered by email to:

Reinventy Solutions Corp.
Attn: Legal / Compliance
Email: info@reinventy-solutions.ca (or such other address as Reinventy may designate)
Address: 185-911 Yates Street, Suite 352, Victoria, BC V8V 4Y9, Canada

Notices to the Recipient shall be sent to the business email provided at the time of acceptance.

15. Acknowledgment

By submitting the acceptance form, the Recipient acknowledges that:

(a) the Recipient has read this Agreement in its entirety;

(b) the Recipient understands the rights and obligations set forth herein;

(c) the Recipient has had a reasonable opportunity to seek legal counsel regarding this Agreement;

(d) the Recipient has the legal authority to enter into this Agreement on the Recipient's own behalf and, where the Recipient acts in a representative capacity for an organization, on behalf of that organization;

(e) the Recipient agrees to be bound by the terms of this Agreement as a legally binding contract.