Mariwave Confidentiality Agreement (NDA)

Last updated October 12, 2026

1. Parties, scope and pre-release use

1.1 Parties. This Confidentiality Agreement (the “Agreement”) is between Mariwave, LLC, a Delaware limited liability company (“Mariwave”), and the individual or entity accepting it (“User”). A person accepting on behalf of an entity represents that they have authority to bind it. User must be at least 18 years old.

1.2 Acceptance. This Agreement becomes binding when User accepts it upon (a) downloading, installing or running the Mariwave application on any device, or (b) creating or accessing a Mariwave cloud account. It applies to all such use.

1.3 Definitions. “Product” means Mariwave’s offline and online harness for AI agentic workflows, including its software, cloud service, APIs, documentation, updates and pre-release features. “Confidential Information” means non-public information concerning the Product or Mariwave that User receives or accesses, including code, architecture, workflows, prompts, model configurations, roadmaps, pricing, performance results, security details, and the existence and terms of pre-release access. “AI Features” means any Product function that uses a large language model, whether run locally or through a cloud provider.

1.4 Pre-release; demonstration use only. The Product is a pre-release version provided solely for evaluation and demonstration. User will use it only with sample, test or non-sensitive data, and will not use it for production, commercial or client work, or to process confidential, proprietary, personal, regulated or otherwise sensitive information. The Product may contain errors, may lose data, and may change or be discontinued without notice. Any other use is at User’s sole risk.

2. Confidentiality obligations

2.1 Confidentiality. User will hold Confidential Information in confidence and use it only to use the Product. User may disclose it only to its employees or contractors who need it for that purpose and are bound by obligations at least as protective as these, and User is responsible for their compliance.

2.2 Public statements. User will not disclose Confidential Information to the press, analysts, investors or the public, including through social media or published benchmarks, without Mariwave’s prior written consent.

2.3 Attribution. User will not represent the Product as its own, remove Mariwave’s proprietary notices, reverse engineer the Product except as applicable law permits notwithstanding this restriction, or use Confidential Information to develop a competing product.

2.4 No association or securities. User will not state or imply any endorsement by, partnership with or affiliation with Mariwave; use Mariwave’s name or marks without written consent; or offer, sell or promote any security, token, investment or other interest relating to Mariwave or the Product. This Agreement creates no ownership, equity, partnership, agency or employment relationship, and Mariwave makes no representation or warranty of any such interest.

2.5 Ownership. Mariwave retains all rights in the Product and Confidential Information. User retains its rights in its own data and outputs. Mariwave may use any feedback User provides without obligation.

3. Exclusions and protected rights

3.1 Exclusions. Confidential Information does not include information that is or becomes public through no fault of User, was known to User before disclosure, is independently developed by User, or is lawfully received from a third party without restriction. User may disclose information when required by law, with prompt prior notice to Mariwave where lawful.

3.2 Protected rights. Nothing in this Agreement prohibits User from:

reporting a possible violation of law to, or cooperating with, any government agency, without notice to Mariwave;
disclosing information about conduct User reasonably believes is unlawful, including harassment or discrimination (Cal. Gov. Code §12964.5; Cal. Code Civ. Proc. §1001);
disclosing a trade secret in confidence to a government official or attorney solely to report a suspected violation of law, or in a sealed court filing, as protected by 18 U.S.C. §1833(b);
posting an honest review of a publicly released Product that does not reveal Confidential Information (15 U.S.C. §45b; Cal. Civ. Code §1670.8);
engaging in any lawful profession, trade or business (Cal. Bus. & Prof. Code §16600); or
exercising rights under the California Consumer Privacy Act. Requests may be sent to [email protected].

Nothing in this Agreement waives any right that California law makes non-waivable.

4. AI Features, security and indemnification

4.1 AI Features. AI Features may produce inaccurate or unexpected output and, when enabled, may take actions on User’s systems, including running code, modifying or deleting files, making network requests and incurring third-party charges. User selects the models, tools and permissions enabled and is responsible for reviewing their actions and maintaining backups. Local runtimes and cloud model providers are third-party services governed by their own terms; Mariwave does not control or warrant them.

4.2 Security. User is responsible for securing its devices, networks, credentials and API keys, and will notify Mariwave at [email protected] within 72 hours of any suspected unauthorized access to its account. Mariwave will provide breach notices as required by Cal. Civ. Code §1798.82.

4.3 Indemnification. To the fullest extent permitted by law, User will defend, indemnify and hold harmless Mariwave and its members, managers, employees and agents from third-party claims, and related losses, damages and reasonable attorneys’ fees, arising from (a) User’s use of AI Features, including inadvertent or unplanned actions of agents or models User enabled, locally or in the cloud; (b) User’s data, and outputs User uses or publishes; (c) security incidents caused by User’s devices, networks, credentials or enabled third-party tools; (d) User’s breach of this Agreement; or (e) User’s violation of law or third-party rights. Mariwave may control the defense, and User will not settle any claim binding Mariwave without its written consent.

4.4 California limits. For a California consumer, Section 4.3 applies only to the extent a claim results from User’s breach, violation of law, negligence or willful misconduct. Consistent with Cal. Civ. Code §1668, nothing in this Agreement releases Mariwave from liability for its own fraud, willful injury or violation of law. The disclaimers and limitations of liability in the Mariwave Terms of Service apply to this Agreement.

5. Term, remedies and governing law

5.1 Term. This Agreement is effective on acceptance. User’s obligations continue for three (3) years after User’s last use of the Product and, for trade secrets, for as long as they remain trade secrets. When use ends, User will uninstall all local copies, delete Confidential Information in its possession (except copies required by law, which remain subject to this Agreement), and cease using its cloud account.

5.2 Remedies. A breach may cause Mariwave irreparable harm. Mariwave may seek injunctive or other equitable relief, in addition to any other remedy, without posting a bond where permitted by law.

5.3 Governing law and venue. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules, and disputes will be resolved in the state or federal courts located in Delaware. A California resident using the Product for personal purposes retains all protections of California law that cannot be waived by contract and may bring or defend a claim in the courts of the California county of residence.

5.4 General. This Agreement and the Mariwave Terms of Service are the entire agreement on this subject. Any unenforceable provision will be limited to the minimum extent necessary, and the remainder will continue in effect. User may not assign this Agreement; Mariwave may assign it in connection with its business. Electronic acceptance constitutes User’s signature (Cal. Civ. Code §1633.7; 15 U.S.C. §7001). Notices to Mariwave: [email protected].