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LAUBIN CONVERSATIONS PLATFORM CONFIDENTIALITY TERMS

 

Effective Date: January 27, 2026

INTRODUCTION AND ACCEPTANCE

These Confidentiality Terms (these “Terms”) are published by Collaborative Ledger, LLC, a Delaware limited liability company (“CLL” or the “Company”), which owns and operates the LAUBIN Conversations platform, or such other name as CLL may designate in its sole discretion (the “Platform”). These Terms govern the confidentiality obligations, and related rights and responsibilities of every person or entity that accesses or uses the Platform, whether as a Thought Partner or as a User (each, a “Participant,” and collectively, the “Participants”).

These Terms constitute a binding agreement between CLL and each Participant individually. Each Thought Partner accepts these Terms by executing the Thought Partner Service Provider Agreement, which expressly incorporates these Terms by reference. Each User accepts these Terms by clicking “I Agree” on the Platform acceptance page prior to accessing the Platform. In either case, acceptance constitutes a binding agreement between CLL and the accepting Participant, enforceable in accordance with its terms.

Third-Party Beneficiary Designation. Each Participant acknowledges and agrees that the obligations set forth in these Terms—including, without limitation, the confidentiality obligations in Sections 1 through 2—are intended to benefit, and do benefit, all other Participants who have accepted these Terms. Accordingly, each User is designated as an intended third-party beneficiary of the obligations owed by each Thought Partner under these Terms, and each Thought Partner is designated as an intended third-party beneficiary of the obligations owed by each User under these Terms. Any Participant may enforce the provisions of these Terms that are intended for its benefit, whether as a direct party to its own agreement with CLL or as a designated third-party beneficiary of another Participant’s agreement with CLL. Nothing in this paragraph creates a direct contractual relationship between any two Participants; all enforcement rights run through and are subject to these Terms as accepted by each Participant individually. For the avoidance of doubt, the third-party beneficiary rights conferred under this paragraph shall survive the termination or expiration of any Participant’s relationship with CLL for so long as the underlying obligations to which such rights relate remain in effect under Section 1.4 and Section 8.6.

These Terms are supplementary to, and should be read together with, each Participant’s individual agreement with CLL (the Thought Partner Service Provider Agreement or the User Agreement, as applicable) and the Platform Guidelines and Code of Conduct. To the extent of any conflict between these Terms and a Participant’s individual agreement, these Terms shall control with respect to confidentiality matters.

By accepting these Terms, each Participant acknowledges that: (a) CLL and Thought Partners provide brainstorming and thought partnership only, and not professional, fiduciary, medical, legal, accounting, investment, or other licensed advice; (b) no client-professional relationship is formed through the Platform; (c) each Participant has had the opportunity to consult with independent legal counsel regarding these Terms; and (d) acceptance is voluntary and made with full understanding of the rights and obligations set forth herein.

1.         CONFIDENTIALITY OBLIGATIONS

1.1       Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by or on behalf of one party (the “Disclosing Party”) to another party (the “Receiving Party”) in connection with the Platform, whether disclosed orally, in writing, electronically, or by any other means, and includes the following categories:

  • CLL’s Confidential Information: Business plans, strategies, pricing models, financial information, and marketing plans of CLL; Platform usage data, metrics, and interaction patterns; trade secrets and proprietary methodologies or processes; investor, partnership, and financing information; and employee and contractor information of CLL. For the avoidance of doubt, CLL’s intellectual property rights in the Platform technology, source code, algorithms, design, and functionality are addressed in each Participant’s individual agreement with CLL and are not governed by these Terms.
  • Thought Partners’ Confidential Information: Thought Partner identity and personal information not publicly available; compensation terms and financial arrangements with CLL; and pre-existing proprietary frameworks, methodologies, and materials brought to conversations by Thought Partners, which remain the intellectual property of the respective Thought Partner.
  • Users’ Confidential Information: User identity, company information, and business details shared during conversations; any personal, financial, legal, or business information disclosed during Platform use; and the content of all conversations between Users and Thought Partners.
  • General: All other information identified as confidential or that a reasonable person would understand to be confidential, given the nature of the information and the circumstances of disclosure.

1.2       Exclusions from Confidential Information

Confidential Information does not include information that the Receiving Party can demonstrate by clear and convincing evidence: (a) was publicly available at the time of disclosure or becomes publicly available thereafter through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction at the time of disclosure, as shown by the Receiving Party’s contemporaneous written records; (c) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) was received from a third party who was not, to the Receiving Party’s knowledge, under any obligation of confidentiality with respect to such information.

1.3       Scope of Obligations

Each Participant agrees to: (a) maintain Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except as expressly permitted in Section 2; (c) use Confidential Information solely for the purpose of participating in Platform conversations and performing its obligations under these Terms and its individual agreement with CLL; and (d) limit access to Confidential Information to those individuals who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Without limiting the foregoing, no Participant shall: (i) publicly identify any other Participant as a participant in Platform discussions; (ii) share specific details about conversations on social media, in publications, or in presentations; or (iii) use conversation content for competitive or commercial purposes unrelated to the Platform.

1.4       Duration of Confidentiality Obligations

The confidentiality obligations under these Terms shall remain in full force and effect for a period of two (2) years from the date of disclosure of the applicable Confidential Information; provided, however, that: (a) with respect to any Confidential Information remaining in a Receiving Party’s possession following the expiration of the applicable two-year period, the confidentiality obligations shall continue for so long as such information is retained by the Receiving Party; and (b) with respect to any Confidential Information that constitutes a trade secret under applicable law, the confidentiality obligations shall continue for so long as such information remains protected as a trade secret under applicable law. For the avoidance of doubt, the confidentiality obligations under this Section survive termination of any Participant’s relationship with CLL for the periods specified herein.

2.         PERMITTED DISCLOSURES

2.1       CLL’s Permitted Disclosures

Notwithstanding Section 1.3, CLL may disclose Confidential Information in the following circumstances:

  • To Thought Partners. CLL may disclose to Thought Partners such information as is reasonably necessary to facilitate conversations with Users, including User context to enable effective brainstorming (subject to User consent where applicable) and aggregate, anonymized usage data for Platform improvement.
  • To Service Providers. CLL may disclose to its service providers (including payment processors, cloud hosting providers, legal and accounting advisors, and technical support providers) only such information as is necessary for such service providers to perform their functions, provided that such service providers are bound by written confidentiality obligations no less protective than those in these Terms or, in the case of legal and accounting advisors, are subject to professional duties of confidentiality.
  • Legal and Regulatory Exceptions. CLL may make disclosures required by applicable law, court order, or regulatory authority, or to law enforcement with proper legal process, or as necessary to enforce CLL’s rights under its agreements. To the extent permitted by law, CLL will provide prompt written notice to the affected Participant of any such legally compelled disclosure and will use commercially reasonable efforts to limit the scope of disclosure and to obtain confidential treatment of the disclosed information.
  • Anonymized and Aggregated Data. CLL may use and publish aggregate, anonymized data derived from conversations for research, Platform improvement, or reporting, provided that no individually identifiable information is included in such anonymized data.
  • Internal Business Operations. CLL may disclose Confidential Information to its officers, directors, employees, consultants, and agents who have a legitimate need to access such information in connection with CLL’s business operations, including legal, financial, and strategic functions, provided that such persons are made aware of the confidential nature of the information and are subject to confidentiality obligations no less protective than those set forth in these Terms.

2.2       Thought Partner’s Permitted Disclosures

Notwithstanding Section 1.3, Thought Partners may disclose Confidential Information in the following limited circumstances:

  • Professional Advisors. Thought Partners may disclose to their own licensed attorneys, tax professionals, and accountants, provided that such advisors are bound by professional confidentiality obligations or have executed written confidentiality agreements prior to receiving any Confidential Information.
  • Business Partners. Thought Partners may share only anonymized, generalized information (without User identity or specific case details) with co-workers or employees who have a legitimate need to know and are under a confidentiality obligation.
  • Personal Development. Thought Partners may draw upon anonymized, generalized learnings from Platform experience and general frameworks or methodologies not specific to any User, provided no User identification or specific case details are disclosed.
  • Legal and Regulatory. Thought Partners may make disclosures required by applicable law with proper legal process. To the extent permitted by law, the Thought Partner will provide prompt written notice to CLL and the affected User of any such legally compelled disclosure.
  • Prohibited Disclosures. For the avoidance of doubt, no Thought Partner shall: (i) publicly identify any User; (ii) share specific conversation details; (iii) use User information for marketing or commercial purposes; or (iv) publicly discuss cases or situations identifiable to specific Users.

2.3       User’s Permitted Disclosures

Notwithstanding Section 1.3, Users may disclose Confidential Information about their conversations on the Platform in the following limited circumstances:

  • Professional Advisors. Users may disclose to their attorneys, certified public accountants, tax professionals, HR consultants, and compliance advisors, provided such advisors operate under professional confidentiality obligations.
  • Internal Business Use. Users may share key insights with internal business leaders and advisors who need such information to act on insights, only to the extent necessary for business implementation and subject to a confidentiality obligation.
  • Prohibited Disclosures. For the avoidance of doubt, no User shall: (i) publicly identify any Thought Partner; (ii) publish specific conversation details in media or online; (iii) use Thought Partner contributions to claim credit for work product; or (iv) attribute to any Thought Partner any ideas, findings, discussions, or decisions made by the User.

3.         BREACH OF CONFIDENTIALITY

3.1       Breach Consequences

Any material breach of the confidentiality obligations set forth in these Terms may result in: (a) immediate termination of the breaching Participant’s account or relationship with CLL; (b) forfeiture of all fees paid by the breaching Participant, with no refunds, to the extent permitted by applicable law; (c) liability for all damages caused by such breach; (d) injunctive or other equitable relief to prevent ongoing or threatened breaches; and (e) any other legal action available for enforcement of these Terms.

3.2       Breach Notification

CLL will notify affected Participants of any material confidentiality breach discovered by CLL, consistent with applicable law. Such notification will occur without unreasonable delay and will include, to the extent reasonably available, a description of the nature of the breach, the categories of information affected, and the steps CLL is taking or proposes to take to address the breach and mitigate potential harm.

3.3       Remedies

Each Participant acknowledges that a breach of the confidentiality obligations of these Terms would cause irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, each Participant and CLL shall be entitled to seek injunctive or other equitable relief in addition to any other remedies available at law or in equity, without the necessity of posting a bond or proving actual damages. The availability of injunctive relief shall not limit the non-breaching party’s right to pursue monetary damages, statutory damages under applicable law, or any other remedy.

4.         PLATFORM SECURITY AND DATA PROTECTION

4.1       CLL’s Security Obligations

CLL commits to maintaining commercially reasonable administrative, technical, and physical security measures designed to protect Confidential Information from unauthorized access, use, or disclosure. Such measures shall include, without limitation: (a) encryption of data in transit and at rest, secure authentication and session management, regular security updates and patches, and firewalls and intrusion detection systems (collectively, “Technical Safeguards”); (b) limited employee access to Confidential Information on a need-to-know basis, employee confidentiality agreements, regular training on confidentiality and security, and clear confidentiality policies (collectively, “Administrative Safeguards”); and (c) use of secure data centers or cloud providers, restricted access to facilities, and secure disposal of physical records (collectively, “Physical Safeguards”).

4.2       Limitations on CLL’s Security Liability

While CLL commits to maintaining commercially reasonable security, CLL shall not be liable for: (a) unauthorized access resulting from a Participant’s negligence, including weak passwords or shared credentials; (b) third-party hacking or cyberattacks that occur despite CLL’s implementation of reasonable security measures; (c) data breaches caused by factors outside CLL’s reasonable control; or (d) force majeure events as described in Section 8.10. Notwithstanding the foregoing, CLL shall remain liable for gross negligence in its security practices or willful failure to implement reasonable security measures.

4.3       Data Retention and Destruction

CLL will retain Confidential Information for: (a) the period necessary to provide Platform services; (b) the period required by applicable law; and (c) a reasonable period for backup and recovery purposes. CLL may retain anonymized or aggregated data indefinitely. Information required to be retained by law is excluded from this destruction requirement.

5.         REGULATORY COMPLIANCE NOTES

5.1       HIPAA

Each Participant agrees not to disclose protected health information (as defined under HIPAA) on the Platform, and any such disclosure shall be at the sole risk and responsibility of the disclosing Participant.

5.2       Financial and Securities Information

If any Participant discusses sensitive financial information, SEC-regulated information, or other regulated data, each Participant remains solely responsible for its own legal compliance obligations. The confidentiality protections in these Terms supplement but do not replace the Participants’ independent legal obligations. Participants should consult with their own professional advisors regarding regulated information.

5.3       No Duty to Vet or Supervise Thought Partners

Each User acknowledges and agrees that CLL does not assume any duty or obligation to vet, credential, license, supervise, monitor, or evaluate any Thought Partner, including such Thought Partner’s qualifications, professional background, or the content of any brainstorming perspectives offered by such Thought Partner. While CLL may, in its sole discretion, conduct background screening or credential verification, any such screening shall not create any duty of care, warranty, or representation by CLL regarding any Thought Partner’s suitability, competence, or reliability. Users are solely responsible for evaluating, and determining the weight to give to, any brainstorming perspectives offered by Thought Partners. Thought Partners are made available on an “as is, where is” basis, and CLL makes no representation or warranty regarding the accuracy, completeness, or usefulness of any Thought Partner’s contributions.

6.         ACKNOWLEDGMENT OF CONFIDENTIALITY FRAMEWORK

Each Participant acknowledges that the confidentiality framework established by these Terms: (a) creates a legal framework for candid discussions; (b) protects all Participants from unauthorized disclosure of confidential information; (c) enables Thought Partners to provide brainstorming without risk of confidentiality breach by other Participants; (d) enables Users to seek perspectives without creating professional relationships; and (e) is essential to the Platform’s value proposition.

Each Participant further acknowledges that it has voluntarily agreed to these confidentiality provisions, has had the opportunity to consult with independent legal counsel, understands the scope of the confidentiality obligations set forth herein, believes these provisions are fair and reasonable, and is not being coerced or pressured into accepting these Terms.

Each Participant represents and warrants to CLL and to all other Participants that: (a) such Participant has full legal authority and capacity to accept and perform its obligations under these Terms and is not subject to any agreement, obligation, or order that would prevent or restrict such performance; (b) such Participant’s acceptance and performance of these Terms does not and will not violate any applicable law, regulation, or contractual obligation to which such Participant is subject, including any confidentiality or non-disclosure obligation owed to a third party; (c) all information provided by such Participant to CLL in connection with the Platform, including registration information and account details, is accurate, complete, and not misleading in any material respect; and (d) such Participant will promptly notify CLL of any change in circumstances that would render any of the foregoing representations inaccurate or incomplete.

7.         DISPUTE RESOLUTION

7.1       Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws.

7.2       Informal Resolution

Prior to initiating any formal dispute resolution proceedings, the parties to the dispute agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms through informal negotiation. The party seeking to invoke this provision shall provide written notice to the other party describing the nature of the dispute. The parties shall negotiate in good faith for a period of not less than thirty (30) days following such notice before either party may commence arbitration proceedings under Section 7.3.

7.3       Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof, that cannot be resolved through the informal negotiation process described in Section 7.2, shall be submitted to and finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its then-current Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree within fifteen (15) days, appointed by the AAA. The seat of arbitration shall be Orange County, California. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction, including injunctive relief and specific performance. The decision of the arbitrator shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The administrative fees and expenses of the AAA and the fees of the arbitrator shall be shared equally by the parties as an initial matter; provided, however, that the arbitrator shall have full authority to reallocate such fees and to award reasonable attorneys’ fees, costs, and expenses to the prevailing party in accordance with Section 7.5.

7.4       Jurisdiction

The parties consent to the jurisdiction of the courts identified below for any civil action or proceeding arising under or relating to these Terms; provided, however, that such consent shall not constitute a waiver of the obligation to arbitrate disputes pursuant to Section 7.3. Notwithstanding the foregoing, the parties’ submission to court jurisdiction is limited to the following proceedings: (a) actions to compel, stay, or otherwise enforce arbitration pursuant to these Terms; (b) actions to confirm, correct, modify, or vacate an arbitration award rendered pursuant to Section 7.3; and (c) applications for temporary restraining orders or preliminary injunctive relief, without bond, pending the constitution of the arbitral tribunal or its assumption of jurisdiction over the dispute (which shall not be deemed a waiver of the obligation to arbitrate), including any application arising from an alleged breach of the confidentiality obligations set forth in Sections 1 and 2. The parties consent to the exclusive jurisdiction of the state and federal courts sitting in New Castle County, Delaware for all such limited court proceedings. Each party hereby (i) submits to the exclusive jurisdiction of such courts for the purposes described in this Section 7.4, (ii) waives any claim of inconvenient forum or other challenge to venue in such courts for such purposes, and (iii) agrees not to bring any proceeding described in this Section 7.4 in any other court. Nothing in this Section 7.4 shall be construed to allow any party to litigate the merits of any dispute that is subject to arbitration under Section 7.3 in any court of law.

7.5       Attorneys’ Fees

The prevailing party in any arbitration proceeding under Section 7.3, or in any court proceeding permitted under Section 7.4, shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses (including costs of arbitration and expert fees) from the non-prevailing party. In any arbitration, the arbitrator shall determine which party, if any, is the prevailing party and shall include an award of attorneys’ fees and costs as part of the arbitration award. This Section 7.5 supersedes any default cost-allocation rule under the AAA Commercial Arbitration Rules with respect to the award of attorneys’ fees.

7.6       Waiver of Jury Trial

To the fullest extent permitted by applicable law, each Participant and CLL irrevocably waive the right to trial by jury in any action or proceeding arising out of or relating to these Terms.

7.7       Class Action Waiver

Each Participant waives the right to participate in any class action, class arbitration, or representative action against CLL or any other Participant. All disputes must be brought in an individual capacity.

8.         GENERAL PROVISIONS

8.1       Entire Agreement

These Terms, together with each Participant’s individual agreement with CLL (the Thought Partner Service Provider Agreement or the User Agreement, as applicable) and the Platform Guidelines and Code of Conduct, constitute the entire agreement between CLL and each Participant with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral, relating thereto.

8.2       Amendments

CLL may modify these Terms at any time by posting the modified version on the Platform and providing at least thirty (30) days’ prior written notice (including by email) to Participants of the material changes. A Participant’s continued use of or access to the Platform following the effective date of such modification constitutes acceptance of the modified Terms. If a Participant does not agree with the modified Terms, such Participant’s sole remedy is to discontinue use of the Platform before the effective date of the modification. Notwithstanding the foregoing, with respect to any Thought Partner who has executed a Thought Partner Service Provider Agreement with CLL, any material modification to these Terms shall become binding on such Thought Partner only upon no less than thirty (30) days’ prior written notice to such Thought Partner, consistent with the amendment provisions of the Thought Partner Service Provider Agreement.

8.3       Severability

If any provision of these Terms is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. If any confidentiality provision is found unenforceable, the parties agree to work in good faith with legal counsel to reform such provision to the minimum extent necessary to achieve the parties’ original intent.

8.4       Waiver

The failure of any party to enforce any provision of these Terms shall not constitute a waiver of such party’s right to enforce such provision or any other provision in the future.

8.5       Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed delivered: (a) upon receipt if delivered personally; (b) upon sending if sent by email to the email address on file with CLL; or (c) three (3) business days after being sent by certified mail, return receipt requested, to the address provided during registration. CLL will designate a primary point of contact for such notices.

8.6       Survival

The provisions of Sections 1 through 6, together with any other provisions that by their nature are intended to survive, shall survive: (a) termination of any Participant’s relationship with CLL; (b) closure of Participant accounts; and (c) removal of Participants from the Platform, in each case for the periods specified in Section 1.4 or, for provisions other than the confidentiality obligations, indefinitely.

8.7       No Third-Party Beneficiaries

Except as expressly provided in the Introduction (with respect to the third-party beneficiary designations among Participants), nothing in these Terms is intended to confer any rights or remedies upon any person or entity other than CLL and the Participants.

8.8       Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between CLL and any Participant, or between any two Participants. No Participant shall have the authority to bind CLL or any other Participant to any obligation or liability.

8.9       Assignment

No Participant may assign these Terms or any rights or obligations hereunder without CLL’s prior written consent. CLL may assign these Terms to any successor or affiliate without the consent of any Participant. Any purported assignment in violation of this Section is null and void.

8.10     Force Majeure

No party shall be liable for any failure or delay in performing any obligation under these Terms (other than payment obligations) to the extent caused by circumstances beyond such party’s reasonable control, including acts of God, natural disaster, pandemic, war, terrorism, cyberattack, civil unrest, government action, embargo, fire, flood, power or telecommunications failure, or labor dispute not involving the affected party’s own employees (each, a “Force Majeure Event”). The affected party shall give prompt written notice describing the Force Majeure Event and its expected duration, use commercially reasonable efforts to mitigate and resume performance, and provide periodic updates. If a Force Majeure Event continues for ninety (90) consecutive days, any affected party may terminate these Terms upon thirty (30) days’ written notice without liability for such termination, other than accrued obligations and obligations surviving under Section 8.6.

9.         ACCEPTANCE

By clicking “I Agree,” by executing a Thought Partner Service Provider Agreement that incorporates these Terms by reference, or by accessing or using the Platform, each Participant acknowledges and agrees that: (a) such Participant has read these Terms in their entirety; (b) such Participant understands the confidentiality obligations and their scope; (c) such Participant understands that conversations conducted on the Platform are brainstorming in nature only and do not constitute professional, fiduciary, medical, legal, accounting, investment, or other licensed advice; (d) such Participant understands the limitations on professional relationships; (e) such Participant understands the security measures CLL implements; (f) such Participant voluntarily accepts these Terms; (g) such Participant had the opportunity to consult with independent legal counsel; and (h) such Participant agrees to be bound by all provisions of these Terms.

END OF CONFIDENTIALITY TERMS

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