SkorOps Confidentiality, IP Protection & Acceptable Use Agreement

Version 2026-05-06.v1 . Issued May 6, 2026

This Agreement is entered into between Skor Systems, a California business with offices at Skor Systems, San Ysidro, CA 92143, USA ("Company", "Skor Systems", "we", "our"), and the individual identified at the bottom of this Agreement ("Recipient", also "Recipient", "you", "your"). Effective as of the date this Agreement is executed by Recipient.

By clicking "I Agree" below, by typing your full legal name into the signature field, or by accessing or continuing to access any part of the SkorOps platform, software, code, or business information (collectively, the "Platform"), you acknowledge that you have read, understood, and agreed to be bound by every term of this Agreement.

1. ESIGN Consumer Consent Disclosure

Pursuant to the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. ("ESIGN"), and the California Uniform Electronic Transactions Act, Cal. Civ. Code § 1633.1 et seq. ("UETA"), Recipient consents to:

• (a) receiving this Agreement and all related notices, disclosures, and signed records in electronic form;
• (b) signing this Agreement by electronic means (including by typing your full legal name and clicking "I Agree");
• (c) acknowledging that an electronic signature has the same legal effect as a handwritten signature on paper.

Recipient may withdraw this consent at any time by emailing hello@skorops.com, but withdrawal of consent will result in immediate termination of access to the Platform.

A copy of this Agreement, together with the date, time (in UTC), Internet Protocol address, and user-agent string captured at the moment of signing, will be (i) emailed to Recipient at the email address on file, and (ii) retained by Company in its records for the duration of any applicable statute of limitations.

2. Definitions

"Confidential Information" means any information disclosed to Recipient by Company, or observed, accessed, or inferred by Recipient through use of the Platform, that is not generally known to the public, including without limitation:

• (a) the source code, object code, compiled code, binaries, configuration files, deployment scripts, database schemas, migration files, environment variables, secrets, API keys, encryption keys, and infrastructure of the Platform;
• (b) the architecture, data model, algorithms, scoring formulas, gamification mechanics, reminder cadences, multi-tenant isolation patterns, role hierarchies, compliance flows, and any other technical design choice embodied in the Platform;
• (c) all features, modules, and product names including without limitation Skoreboard, SkorVault, SkorCover, SkorAudit, SkorOps, and any successor or related product;
• (d) business information including pricing, customer lists, customer counts, monthly recurring revenue, churn, growth metrics, sales pipelines, marketing copy in pre-release form, brand assets, internal roadmaps, internal documentation, internal Slack messages, internal emails, vendor relationships, and any user-facing content not yet published;
• (e) any User Data accessible through the Platform, including but not limited to staff names, emails, phone numbers, schedules, scores, performance histories, and personally identifying information of third parties;
• (f) all derivatives, analyses, summaries, screenshots, recordings, exports, transcriptions, machine-readable extracts, and AI-generated reproductions of any of the foregoing.

"Authorized Person" means any individual to whom Recipient grants, enables, or permits access to the Platform, the Confidential Information, or any portion thereof, including without limitation employees, contractors, agents, advisors, family members, friends, business partners, students, interns, subcontractors, third-party developers, and any natural or legal person operating under Recipient's direction or supervision.

"Permitted Use" means use of the Platform solely (i) to operate the specific physical or commercial location(s) for which Recipient or Recipient's organization has paid the applicable subscription fee or has been granted a written beta-access license by Company, (ii) within the scope of Recipient's assigned role on the Platform (Super Admin, Admin, Manager, Staff, or other named role), and (iii) in strict accordance with this Agreement, the SkorOps Terms of Service, and the SkorOps Privacy Policy.

3. Confidentiality Obligations

Recipient agrees that the Confidential Information is the sole property of Company and constitutes valuable trade secrets under the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq., and the federal Defend Trade Secrets Act, 18 U.S.C. § 1836 et seq.

Recipient shall:

• (a) hold all Confidential Information in strict confidence and use the same degree of care to protect it that Recipient uses to protect Recipient's own most sensitive proprietary information, but in no event less than reasonable care;
• (b) not disclose, publish, post, share, summarize, paraphrase, screenshot, screen-record, transcribe, export, scrape, mirror, fork, copy, transmit, or otherwise communicate any Confidential Information to any third party, including but not limited to via social media, group chats, AI assistants, large language models, code-sharing platforms, public forums, conferences, blog posts, or news outlets;
• (c) not feed, upload, paste, or otherwise transmit any Confidential Information into any third-party large language model, artificial intelligence service, code analysis tool, or automated system except for tools (i) operated by Company itself, or (ii) explicitly approved in writing by Company in advance;
• (d) not retain any Confidential Information on personal devices, personal cloud storage, personal email, or any storage location not under Company's direct administrative control, beyond the minimum necessary to perform Permitted Use;
• (e) immediately notify Company in writing at hello@skorops.com of any actual, suspected, or threatened unauthorized access, disclosure, or use of Confidential Information, including any phishing, social engineering, or device-loss event affecting Recipient.

4. Restrictions on Use, Replication, and Reverse Engineering

Recipient shall not, and shall not permit any Authorized Person to:

• (a) replicate the Platform. Recipient may not build, develop, commission, fund, contribute to, advise, or assist in the development of any product, feature, module, or codebase that is substantially similar to, derived from, inspired by in a non-trivial way, or competitive with the Platform, in any form, for any purpose, whether commercial, personal, educational, charitable, or hobbyist;
• (b) reverse engineer. Recipient may not disassemble, decompile, decrypt, extract, study, or otherwise reverse engineer any portion of the Platform, except to the limited extent expressly permitted by 17 U.S.C. § 1201(f) for interoperability purposes Company has approved in writing;
• (c) scrape or mass-extract. Recipient may not run automated agents, scrapers, AI agents, browser automation, headless browsers, scripts, bots, or any other tool to extract, copy, or replicate any portion of the Platform, the Confidential Information, or User Data, beyond Recipient's normal interactive use of the user interface;
• (d) train AI models. Recipient may not use the Platform, the Confidential Information, the source code, the data model, the user interface, the marketing copy, the brand voice, or any output of the Platform as input, training data, fine-tuning data, retrieval-augmented-generation context, or evaluation data for any artificial intelligence, machine learning, or large-language-model system, except for systems wholly owned and operated by Company;
• (e) white-label or resell. Recipient may not resell, sublicense, lease, rent, white-label, rebrand, or otherwise commercially exploit the Platform or any Confidential Information, in whole or in part, regardless of the form of compensation;
• (f) use outside scope. Recipient may not use the Platform or any Confidential Information at any physical location, for any commercial activity, or for the benefit of any business operation other than the location(s) and entity for which the applicable subscription has been paid in full or for which a written beta license has been issued by Company.

For clarity: any use of the Platform or Confidential Information outside the boundaries of Permitted Use is unauthorized use, and any unauthorized use is a material breach of this Agreement.

5. Intellectual Property; No License Granted

All right, title, and interest in and to the Platform and the Confidential Information, including all intellectual property rights therein, are and shall remain the exclusive property of Company. Nothing in this Agreement transfers, assigns, or grants to Recipient any patent, copyright, trademark, trade secret, mask work, moral right, or other intellectual property right, except a limited, revocable, non-exclusive, non-transferable license to use the Platform solely for Permitted Use.

If Recipient or any Authorized Person creates any modification, extension, derivative work, integration, plugin, configuration, automation, prompt, agent definition, or other work product that is based on, derived from, or designed to interoperate with the Platform or the Confidential Information ("Work Product"), Recipient hereby irrevocably assigns and shall cause every Authorized Person to irrevocably assign to Company all right, title, and interest in and to such Work Product, including all intellectual property rights therein, free and clear of any encumbrance. Recipient shall execute any further documents reasonably necessary to perfect such assignment.

6. Cascading Responsibility for Authorized Persons

Recipient personally accepts joint and several liability for the conduct of every Authorized Person under Recipient's actual or apparent supervision, including without limitation any staff, contractor, family member, friend, business partner, advisor, or third party that Recipient invites to, grants access to, or enables access to the Platform or any Confidential Information.

Recipient warrants and represents that:

• (a) Recipient will inform every Authorized Person, in writing or in a recorded acknowledgement, of the confidentiality, use, and replication restrictions in this Agreement before granting access;
• (b) Recipient will require every Authorized Person to be bound by confidentiality and use obligations no less stringent than those in this Agreement;
• (c) Recipient will indemnify, defend, and hold harmless Company against any breach by any Authorized Person, treated as if Recipient had committed the breach personally;
• (d) Recipient will be responsible to Company for the acts and omissions of every Authorized Person to the same extent Recipient would be responsible for Recipient's own acts and omissions.

This Section 6 reflects the goal of total protection of Company's assets. Recipient acknowledges that the cascading-responsibility provision is a material inducement for Company to grant Recipient access to the Platform.

7. Term; Survival

This Agreement begins on the date Recipient first accepts it (electronically or otherwise) and continues in effect for as long as Recipient retains any access to the Platform plus a perpetual confidentiality tail with respect to trade secrets, and a five (5) year confidentiality tail with respect to all other Confidential Information, beginning on the date Recipient's access ends.

The obligations in Sections 3 (Confidentiality), 4 (Restrictions), 5 (Intellectual Property), 6 (Cascading Responsibility), 8 (Remedies), 9 (Liquidated Damages), 10 (Governing Law), and 11 (General) shall survive any termination, expiration, or modification of this Agreement.

8. Remedies; Injunctive Relief

Recipient acknowledges that monetary damages alone are inadequate to remedy a breach of this Agreement, and that any breach will cause Company immediate, irreparable harm. Accordingly, Company is entitled to seek and obtain temporary, preliminary, and permanent injunctive relief, specific performance, and any other equitable remedy in any court of competent jurisdiction, without the need to post a bond or prove actual damages.

In addition to, and not in lieu of, equitable relief, Company may pursue any and all remedies available at law, including but not limited to:

• (a) actual damages, including lost revenue, lost goodwill, lost business opportunities, and diminution of value of the Confidential Information;
• (b) all current and future revenues, profits, and unjust enrichment that Recipient or any Authorized Person derives, directly or indirectly, from the breach, all of which Recipient agrees may be disgorged to Company;
• (c) statutory damages, exemplary damages, and treble damages where authorized by law including under the California Uniform Trade Secrets Act and the federal Defend Trade Secrets Act;
• (d) Company's reasonable attorneys' fees, expert fees, investigative costs, and court costs;
• (e) referral to law enforcement and prosecutorial authorities for criminal charges where conduct may constitute a crime under, without limitation, 18 U.S.C. § 1832 (theft of trade secrets), 18 U.S.C. § 1030 (Computer Fraud and Abuse Act), Cal. Penal Code § 502 (Comprehensive Computer Data Access and Fraud Act), or Cal. Penal Code § 499c (theft of trade secrets).

Recipient agrees and stipulates that any unauthorized use, disclosure, replication, or reverse-engineering of the Platform may, at Company's sole discretion, form the basis of civil and criminal action, and that Company may pursue both simultaneously.

9. Liquidated Damages

Because the actual damages caused by a breach of this Agreement are inherently difficult to quantify (lost trade-secret value, lost competitive advantage, lost time-to-market, reputational harm), the Parties have negotiated and agreed upon the following liquidated-damages provision as a reasonable pre-estimate of probable loss, and not as a penalty:

For each material breach of Sections 3, 4, 5, or 6 of this Agreement, Recipient shall pay to Company, as liquidated damages, the greater of:

(a) one million United States dollars (US $1,000,000); or

(b) the sum of (i) Company's actual damages, plus (ii) all revenues, profits, and unjust enrichment derived by Recipient and any Authorized Person from the breach, plus (iii) Company's reasonable attorneys' fees and costs.

The Parties expressly acknowledge that the foregoing amount represents a fair and reasonable approximation of the probable loss to Company, that the actual loss is and would be impractical or extremely difficult to determine, that the Parties have had the opportunity to consult independent counsel before agreeing to this provision, and that this provision is intended to be enforceable under California Civil Code §§ 1671(b) and is not a penalty.

If a court of competent jurisdiction holds the dollar figure in subsection (a) above to be unenforceable in any respect, the Parties agree that subsection (b) shall remain fully enforceable on its own, and the dollar figure shall be reformed to the maximum amount enforceable under applicable law (severability under Section 11(c) below).

Recipient acknowledges that this Section 9 constitutes a material inducement for Company to grant Recipient access to the Platform, that Recipient has had a meaningful opportunity to review this provision, and that Recipient enters into it knowingly, voluntarily, and with full understanding of its scope.

10. Governing Law; Venue; Jury Waiver

This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict-of-laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, for the resolution of any dispute arising out of or relating to this Agreement.

To the maximum extent permitted by law, each Party knowingly, voluntarily, and intentionally waives any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement.

11. General Provisions

• (a) Entire Agreement. This Agreement, together with the SkorOps Terms of Service and Privacy Policy, constitutes the entire agreement between the Parties on this subject and supersedes all prior or contemporaneous communications, understandings, and agreements.

• (b) No Waiver. Failure by Company to enforce any provision is not a waiver of that provision or of any other provision.

• (c) Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the original intent.

• (d) Assignment. Recipient may not assign this Agreement, by operation of law or otherwise, without Company's prior written consent. Company may assign freely in connection with a merger, acquisition, reorganization, or sale of assets.

• (e) Notices. Notices to Company must be sent to hello@skorops.com and to Skor Systems, San Ysidro, CA 92143, USA. Notices to Recipient may be sent to the email address on file.

• (f) Headings. Section headings are for convenience only and do not affect interpretation.

• (g) No Employment or Partnership. Nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship between the Parties.

• (h) Execution; Counterparts. This Agreement may be executed electronically and in counterparts, each of which is an original and all of which together constitute one and the same Agreement.

12. Signature Block

By clicking "I Agree" and typing your full legal name below, you affirm that:

• You have read this Agreement in its entirety and have had a meaningful opportunity to ask questions or seek independent counsel;
• You are at least eighteen (18) years of age and have the legal capacity to enter into binding contracts;
• The information you provide (full legal name, email, role) is true and correct;
• Your electronic signature has the same legal effect as a handwritten signature;
• You understand and accept that breach of this Agreement may result in liquidated damages of no less than US $1,000,000 per breach, the disgorgement of all current and future revenues derived from the breach, civil and criminal prosecution, and equitable relief.

If you do not agree to every term of this Agreement, do not click "I Agree" and do not access the Platform.

*Company: Skor Systems, Skor Systems, San Ysidro, CA 92143, USA. Contact: hello@skorops.com.*

*Agreement version 2026-05-06.v1, effective May 6, 2026.*