FLIHI, Inc. — Investor Data Room
Effective Date: Date of acceptance via the FLIHI investor request form.
How this Agreement is accepted
You enter into this Non-Disclosure Agreement (“Agreement“) by submitting FLIHI’s investor request form on the FLIHI website and checking the box affirming that you agree to this Agreement (together with the related representations and acknowledgments, the Terms of Service, and the Privacy Policy referenced on that form). Your submission is your electronic signature under the E-SIGN Act and applicable state law. FLIHI records the date, time, IP address, and acceptance metadata of your submission.
This Agreement is between FLIHI, Inc., a Delaware corporation with offices at 2810 N Church St #959501, Wilmington, DE 19802-4447 (“FLIHI“), and the individual or entity submitting the form (“Recipient“).
Recipient is interested in evaluating a potential investment in FLIHI (the “Purpose“). In connection with the Purpose, FLIHI is willing to provide Recipient with access to confidential information about FLIHI and its business, subject to the terms below.
1. Definition of Confidential Information
“Confidential Information” means any and all information disclosed by FLIHI to Recipient (whether before, on, or after the date of this Agreement) in connection with the Purpose, in any form or medium (oral, written, electronic, or otherwise), whether or not marked or designated as confidential, including:
(a) all information contained in or made available through the FLIHI data room and any associated investor materials, including business plans, financial statements, financial projections, capitalization information, valuation analyses, governance documents, formation documents, founder agreements, term sheets, draft offering materials, and customer and partner information;
(b) information relating to FLIHI’s application to the Internet Corporation for Assigned Names and Numbers (“ICANN”) in the 2026 new generic top-level domain (“gTLD”) application round, including applied-for strings, application strategy, contention strategy, supporting documentation, public-interest commitments, registry-services proposals, technical and operational plans, financial assumptions, and any communications with ICANN or related parties;
(c) trade secrets, know-how, methodologies, strategies, technical architectures, registry systems designs, pricing models, and proprietary processes;
(d) information about FLIHI’s officers, directors, employees, advisors, founders, investors, vendors, partners, and other related persons;
(e) the existence, terms, and content of this Agreement and the fact that discussions are or have taken place between FLIHI and Recipient regarding the Purpose; and
(f) any analyses, compilations, forecasts, studies, summaries, notes, or other materials prepared by or for Recipient that contain, reflect, or are derived from any of the foregoing.
2. Exclusions
Confidential Information does not include information that Recipient can demonstrate through contemporaneous written records:
(a) was lawfully in Recipient’s possession on a non-confidential basis before disclosure by FLIHI;
(b) is or becomes generally available to the public through no act or omission of Recipient or its Representatives in breach of this Agreement;
(c) was lawfully received by Recipient on a non-confidential basis from a third party not bound by a confidentiality obligation to FLIHI; or
(d) is independently developed by Recipient without reference to or use of any Confidential Information.
Information does not become non-confidential merely because it is or becomes (i) generally known to people in FLIHI’s industry, or (ii) embraced within more general information that is publicly available or in Recipient’s possession.
3. Obligations of Recipient
Recipient agrees to:
(a) hold all Confidential Information in strict confidence and protect it with at least the same degree of care it uses to protect its own most sensitive confidential information (and in no event less than a reasonable degree of care);
(b) use the Confidential Information solely for the Purpose and for no other purpose, including without limitation any purpose competitive with FLIHI, any other investment opportunity, or any commercial use;
(c) not disclose any Confidential Information to any third party, except to Recipient’s directors, officers, employees, attorneys, accountants, financial advisors, and other professional advisors who (i) have a clear need to know the Confidential Information for the Purpose, (ii) have been informed of the confidential nature of the Confidential Information, and (iii) are bound by confidentiality obligations no less protective than those in this Agreement (collectively, “Representatives“). Recipient is responsible for any breach of this Agreement by any of its Representatives;
(d) not copy, reproduce, screenshot, photograph, record, scrape, download, or otherwise duplicate any Confidential Information, except to the minimum extent reasonably necessary for the Purpose, and not to post, publish, transmit, or distribute Confidential Information in any forum (including social media, group chats, email lists, podcasts, or news outlets);
(e) not reverse-engineer, decompile, or attempt to derive the source code, structure, or underlying methodology of any Confidential Information;
(f) not use any Confidential Information to develop, support, or assist in the development of any competing gTLD application, registry service, or competing business;
(g) take reasonable measures to prevent unauthorized access to Confidential Information, including secure storage and transmission; and
(h) promptly notify FLIHI in writing if Recipient becomes aware of any unauthorized disclosure, use, or loss of Confidential Information.
4. Required Disclosure
If Recipient or any of its Representatives is required by law, subpoena, court order, or regulatory authority of competent jurisdiction to disclose any Confidential Information, Recipient will (to the extent legally permitted) promptly notify FLIHI in writing so that FLIHI may seek a protective order or other appropriate remedy, will cooperate with FLIHI in any such effort at FLIHI’s expense, and will disclose only the minimum portion of Confidential Information that Recipient is legally required to disclose.
5. No License; No Representation
Confidential Information is and remains the sole property of FLIHI. No license, ownership interest, or other right in any Confidential Information or in any patent, copyright, trademark, trade secret, or other intellectual property right is granted to Recipient, whether by implication, estoppel, or otherwise. FLIHI makes no representation or warranty as to the accuracy, completeness, or reliability of any Confidential Information, and Recipient agrees that it relies on Confidential Information at its own risk.
6. Return or Destruction
Upon written request by FLIHI, or upon termination of this Agreement, Recipient will promptly (at FLIHI’s option) (a) return to FLIHI all Confidential Information in tangible form and all copies thereof, or (b) destroy all such Confidential Information and certify destruction in writing. Recipient may retain one archival copy in its secure files solely for compliance and recordkeeping purposes, and may retain Confidential Information contained in automatic system backups not readily accessible, provided that any retained materials remain subject to this Agreement indefinitely.
7. No Trading; Securities Laws
Recipient acknowledges that Confidential Information may include material non-public information. Recipient agrees not to use any Confidential Information in violation of any applicable securities laws, including federal and state laws governing insider trading and tipping. Recipient further acknowledges that any offering of securities by FLIHI, if and when made, will be made only through definitive offering documents and only to accredited investors in compliance with Rule 506(c) of Regulation D.
8. No Solicitation
For a period of one (1) year after the date of this Agreement, Recipient will not, directly or indirectly, solicit for employment or engagement any employee, founder, officer, director, or advisor of FLIHI with whom Recipient first had contact through Recipient’s evaluation of the Purpose; provided that general solicitations not specifically targeted at FLIHI personnel (such as job postings, recruiting agencies, or LinkedIn outreach) will not be deemed to violate this section.
9. Term
This Agreement is effective on acceptance and continues for three (3) years thereafter, except that (a) Recipient’s confidentiality obligations with respect to trade secrets survive for so long as the information qualifies as a trade secret under applicable law, and (b) Recipient’s other obligations survive in full force and effect with respect to any Confidential Information that remains in Recipient’s possession or control.
10. No Obligation; No Commitment
Recipient acknowledges that nothing in this Agreement obligates FLIHI to (a) make any offering of securities, (b) grant Recipient any allocation in any offering, (c) enter into any transaction with Recipient, or (d) maintain any business relationship with Recipient. FLIHI may, in its sole discretion, terminate discussions with Recipient at any time without liability.
11. Remedies
Recipient acknowledges that money damages may be inadequate to remedy a breach of this Agreement and that FLIHI will be entitled to seek injunctive and other equitable relief, in addition to all other available remedies, without the requirement to post bond or prove actual damages. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.
12. Governing Law; Jurisdiction
This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any action arising out of or relating to this Agreement that is not subject to mandatory arbitration under FLIHI’s Terms of Service will be brought exclusively in the state or federal courts located in Wilmington, Delaware, and Recipient consents to the personal jurisdiction of such courts. Notwithstanding the foregoing, FLIHI may seek injunctive or equitable relief in any court of competent jurisdiction.
13. Miscellaneous
Entire agreement. This Agreement, together with the Self-Certification and Acknowledgment, the Privacy Policy, the Terms of Service, and the Important Disclosures, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings regarding the same subject matter.
No waiver. Failure to enforce any provision of this Agreement is not a waiver of that provision or any other provision.
Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.
Assignment. Recipient may not assign this Agreement without FLIHI’s prior written consent. FLIHI may assign this Agreement freely.
Notices. Notices to FLIHI must be sent to legal@flihi.com and to FLIHI’s address above. Notices to Recipient may be sent to the email address provided at acceptance.
Counterparts; electronic acceptance. This Agreement may be accepted electronically. Recipient’s submission of the FLIHI investor request form, with the acceptance checkbox marked, constitutes a binding electronic signature under the E-SIGN Act and applicable state law. By submitting the form, Recipient confirms that (a) Recipient has had a reasonable opportunity to read this Agreement, (b) Recipient agrees to be legally bound by it, (c) Recipient has the legal authority to enter into it on behalf of itself or, if submitting on behalf of an entity, on behalf of that entity, and (d) Recipient is at least 18 years old.
Headings. Section headings are for convenience only and have no legal effect.