Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“NDA”) governs the exchange of confidential information between Veldun (“we”, “us”) and the organization using the Veldun platform (“you”, “your organization”). It forms part of the Terms of Service and takes effect when you create an account on the Veldun platform.

This agreement is mutual: both parties have the same obligations to protect the other's confidential information.

“Confidential Information” means any non-public information disclosed by one party to the other, whether in writing, orally, or through access to the platform, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

This includes, but is not limited to:

• Your organization's information: Member data, financial records, internal documents, board materials, operational details, and strategic plans shared with or stored on the platform
• Veldun's information: Platform architecture, product roadmap, pricing strategies, security configurations, AI models and prompts, and business operations

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party before disclosure, without obligation of confidentiality
• Is independently developed by the receiving party without reference to the disclosing party's Confidential Information
• Is received from a third party who is not under a confidentiality obligation to the disclosing party

Each party agrees to:

• Use the other party's Confidential Information only for the purposes of the business relationship between the parties
• Protect the other party's Confidential Information with at least the same degree of care used to protect its own confidential information, and in no event less than reasonable care
• Limit access to Confidential Information to those employees, contractors, and agents who need to know it and who are bound by confidentiality obligations at least as protective as those in this agreement
• Not disclose the other party's Confidential Information to any third party without prior written consent, except as described below

Either party may disclose Confidential Information:

• To its professional advisors (lawyers, accountants) who are bound by professional obligations of confidentiality
• As required by law, regulation, or court order - provided the disclosing party is notified promptly (where legally permitted) and given reasonable opportunity to seek protective measures
• To sub-processors listed in the Data Processing Agreement, to the extent necessary to provide the platform

This NDA remains in effect for the duration of your subscription and for two years following its termination. The obligation to protect Confidential Information disclosed during the term survives for two years after the information was last disclosed, regardless of when the subscription ends.

Upon termination of the subscription and the expiration of any data retention period described in the Terms of Service, each party will, at the disclosing party's request, return or destroy all copies of the other party's Confidential Information in its possession. A party may retain copies required by law or regulation, or archived in routine backup systems, provided such copies remain subject to this NDA.

All Confidential Information is provided “as is.” Neither party makes any warranties regarding the accuracy or completeness of its Confidential Information. Nothing in this NDA obligates either party to disclose any information or to enter into any further agreement.

Each party acknowledges that a breach of this NDA may cause irreparable harm for which monetary damages would be an inadequate remedy. Either party may seek equitable relief (including injunction) in addition to any other remedies available at law.

This NDA is governed by the laws of the United States, consistent with the governing law provision of the Terms of Service.

For questions about this NDA, email hello@veldun.com. We respond within 24 hours.