1. Parties
This Demo Confidentiality Agreement (the "Agreement") is between WorkShare LLC, with offices at 397 Union Ave, Laconia, NH 03246 ("BotBid"), and the individual who signs it (the "Visitor"), signing personally and on behalf of the company the Visitor names during sign-up (the "Company"). The Visitor and the Company are together called the "Recipient".
The Visitor confirms that they have authority to bind the Company to this Agreement. If they do not, the Visitor is personally bound.
If the Recipient shares its own non-public information with BotBid while using the demo or talking with us about it, BotBid will protect that information under the same terms that apply to the Recipient, so that the duties in this Agreement run both ways.
2. Purpose
BotBid is giving the Recipient access to a private demonstration of its unreleased bid platform (the "Demo") so that the Recipient can evaluate whether to use BotBid for the Company (the "Purpose"). This Agreement protects the confidential information shared through the Demo.
BotBid shares the Demo before public release because it values early feedback from companies that sell to government. In return, BotBid relies on the Recipient to keep what it sees private until BotBid chooses to make it public.
3. What is confidential
"Confidential Information" means all non-public information disclosed by a party in connection with the Demo, in any form, including:
- the Demo itself, including its screens, layouts, designs, text, workflows, features and how they work together;
- any data shown in the Demo, including sample bids, companies, people, prices, scores and documents;
- product plans, roadmaps, unreleased features, pricing plans and business information;
- technical information, including how the Demo behaves, its scoring and recommendation methods, and any information about its architecture;
- access links, codes, usernames and passwords for the Demo;
- anything marked confidential, or that a reasonable person would understand to be confidential given its nature and the way it was shared.
4. Exclusions
Confidential Information does not include information that the receiving party can show:
- is or becomes publicly available through no fault of the receiving party, for example on the public BotBid website;
- was known to the receiving party without a duty of confidence before it was disclosed;
- is lawfully received from a third party without a duty of confidence;
- is independently developed by the receiving party without use of or reference to the Confidential Information.
5. Permitted use
The Recipient may use Confidential Information only for the Purpose: evaluating BotBid for the Company's own use. The Visitor may discuss the Demo with employees of the Company who need to know for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement. The Recipient is responsible for any breach by those people.
The Recipient will protect Confidential Information with at least reasonable care, and no less care than it uses for its own confidential information of a similar kind.
BotBid will use any non-public information the Recipient shares, such as details about the Company's bidding process, pricing approach or customers, only to discuss and support the Recipient's evaluation, and will protect it with the same care.
The Visitor should view the Demo only on a device and in a place where people outside the Company cannot see the screen, and should sign out when finished.
6. Restrictions
The Recipient will not, and will not allow anyone else to:
- reverse engineer, decompile or try to discover the source code, models, prompts or design of the Demo;
- scrape, crawl, harvest or use any automated means to access, copy or download the Demo or its content;
- take screenshots, screen recordings, photos or video of the Demo for distribution, or share any such capture outside the Company;
- benchmark the Demo, or perform or publish competitive analysis of it;
- use any Confidential Information to build, design, improve or advise on a competing product or service;
- share access links, codes, usernames or passwords with anyone, or let anyone else use the Visitor's access;
- disclose Confidential Information to any third party, including competitors, consultants, investors or the press, without BotBid's written permission;
- remove, hide or alter any watermark, notice or label in the Demo.
7. One person per access
Access to the Demo is personal to the Visitor. Each person who wants to see the Demo must sign this Agreement and use their own access. BotBid may end access at any time, for any reason.
8. Monitoring and logging
The Visitor understands and agrees that the Demo records how it is used, so that BotBid can enforce this Agreement and improve the product. The Demo records:
- pages and screens viewed;
- clicks and navigation between screens;
- filters, searches and settings used;
- time spent on each screen;
- text typed into fields that exist only in the Demo;
- the date, time, IP address, browser and device used.
9. What is not logged, watermarks and retention
Passwords are never logged.
Every Demo screen shows a visible watermark with the Visitor's name, the Company name, the Visitor's email domain and a session identifier. The watermark helps trace any capture that is shared.
Demo logs are kept for 24 months after the Visitor's last access, to enforce this Agreement, and are then deleted unless needed for an open dispute. Personal information in the logs is handled under the BotBid Privacy Policy.
10. Synthetic data
The companies, people, bids, prices, documents and results shown in the Demo are made up for demonstration. They do not describe real customers, real agencies or real outcomes, and nothing in the Demo is a promise of how the product will perform for the Company. Any resemblance to real companies or people is unintended.
11. No license, no obligation
All Confidential Information remains the property of the party that disclosed it. Nothing in this Agreement grants any license or right in any patent, copyright, trademark, trade secret or other intellectual property, except the limited right to view the Demo for the Purpose.
The Demo is provided "as is". Neither party is obliged to enter into any further agreement. Any purchase of BotBid will be under separate terms.
If the Recipient sends feedback about the Demo, BotBid may use it without restriction or payment.
12. Return and destruction
When access ends, or at any time on BotBid's request, the Recipient will promptly stop using Confidential Information and destroy or return all copies, notes and captures that contain it, and on request confirm this in writing. Copies kept in routine electronic backups may be kept until they are deleted in the ordinary course, and remain subject to this Agreement.
13. Required disclosure
If the law, a court or a government authority requires the Recipient to disclose Confidential Information, the Recipient may do so, but only to the extent required, and only after giving BotBid prompt written notice, where allowed, so BotBid can seek protection.
14. Term
This Agreement starts when the Visitor signs it and covers the period during which the Visitor has access to the Demo. The confidentiality duties continue for 3 years after access ends. Duties about trade secrets continue for as long as the information remains a trade secret under applicable law.
15. Remedies
The Recipient agrees that a breach of this Agreement could cause BotBid irreparable harm for which money damages would not be enough. BotBid is entitled to seek injunctive relief and specific performance, without posting a bond where the law allows, in addition to any other remedies available.
The Recipient will be responsible for any breach by its employees or anyone who obtained Confidential Information through it.
16. Governing law
This Agreement is governed by the laws of the State of New Hampshire, without regard to its conflict-of-laws rules. The state and federal courts in Belknap County, New Hampshire have jurisdiction over any dispute about this Agreement, except that BotBid may seek injunctive relief in any court of competent jurisdiction.
17. Electronic signature
The Visitor agrees to sign this Agreement electronically. Typing their full name, checking the box to accept, and submitting the form is a valid and binding signature, with the same effect as a handwritten signature. BotBid records the typed name, the accepted version of this Agreement, the date and time of acceptance, and the IP address and browser used.
The Visitor consents to receive this Agreement and related notices electronically, and may request a copy at any time at hello@botbid.ai.
18. Notice of unauthorized use
If the Recipient learns of any unauthorized access to the Demo, any use or disclosure of Confidential Information that breaks this Agreement, or any lost or shared access link or password, the Recipient will tell BotBid promptly at hello@botbid.ai, give the details it knows, and cooperate with BotBid's reasonable steps to stop the misuse and recover the information.
BotBid may end the affected access immediately and issue new access to the Visitor if appropriate.
19. No public statements
The Recipient will not publish, post or make any public statement about the Demo, its features or BotBid's plans, including reviews, social media posts, articles, videos or presentations, without BotBid's prior written consent. This does not stop the Recipient from saying that it is evaluating BotBid, if it chooses to.
BotBid will not name the Visitor or the Company as a prospect or customer in any public material without the Recipient's written consent.
20. No warranties and limits
All Confidential Information is provided "as is", without any warranty about its accuracy, completeness or fitness for any purpose. Features shown in the Demo may change, may be released in a different form, or may never be released. Nothing in the Demo is an offer to sell or a commitment to deliver any feature by any date.
Nothing in this Agreement limits either party's right to independently develop or acquire products, as long as it does not use the other party's Confidential Information to do so. Nothing in this Agreement restricts the Recipient from reporting possible violations of law to a government authority, or from making disclosures protected by whistleblower laws.
Under the federal Defend Trade Secrets Act, an individual is not liable for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.
21. Entire agreement and general terms
This Agreement is the entire agreement between the parties about the Demo and replaces any earlier discussions or agreements on the same subject. It may be changed only in writing signed or accepted by both parties. If any part is unenforceable, the rest stays in effect, and the unenforceable part will be enforced to the fullest extent allowed. A failure to enforce a right is not a waiver. The Recipient may not assign this Agreement without BotBid's written consent.