Confidentiality Acknowledgment & Non-Disclosure Terms
For Individual Program Participants and Professional Program Participants
Effective Date: May 1, 2026
Last Updated: August 13, 2026
Important Notice
These Confidentiality Acknowledgment & Non-Disclosure Terms (“Confidentiality Terms”) are designed for electronic acceptance through the Onmetrica website or application. Separate handwritten signatures are not required unless Veret Company, LLC, operating under the Onmetrica name (“Onmetrica”), expressly requests them for a particular relationship or activity.
By checking the applicable acceptance box or otherwise electronically accepting these Confidentiality Terms after they are presented, the Participant confirms that the Participant has reviewed, understood, and agreed to be bound by them.
Onmetrica may retain the version accepted, date and time of acceptance, account identifier, access record, and other reasonable evidence of electronic acceptance.
1. Purpose and Relationship to Other Onmetrica Terms
These Confidentiality Terms apply to persons who receive access to non-public information concerning the Onmetrica platform, application, Participation & Feedback Program, TenTwo Methodology™ (“TenTwo Method” or “Method”), Platform features, product-development activities, professional briefings, feedback discussions, or related materials made available by Veret Company, LLC (“Veret,” “Company,” “Onmetrica,” “we,” “us,” or “our”).
The purpose of these Confidentiality Terms is to protect Onmetrica’s non-public intellectual property, product information, methodology-related materials, calibration and structured evaluation workflows, Platform design, reports, visual models, product strategy, technical information, feedback-session materials, and other proprietary or confidential information disclosed or made available through authorized participation.
These Confidentiality Terms operate together with the:
• Participation & Feedback Agreement;
• applicable Terms of Use;
• applicable Privacy Policy;
• applicable membership or subscription terms;
• professional-use or Program guidelines; and
• any additional terms presented for a particular feature, service, or authorized activity.
If these Confidentiality Terms conflict with another Onmetrica document, the more specific document controls the subject it directly governs. For example:
• the applicable Privacy Policy governs the processing of personal information;
• the Participation & Feedback Agreement governs Program participation and structured Product Feedback;
• the applicable Terms of Use govern general access to and use of the Platform; and
• applicable membership or subscription terms govern pricing, billing, renewals, cancellation, and plan-specific benefits.
The current Onmetrica Participation & Feedback Program is a commercial product-development and structured-feedback program designed to improve the Platform and refine implementation of the TenTwo Method within the Platform.
The Program is not presented as a formal academic, clinical, or scientific research study. Any future university-led or other formal scientific evaluation will be conducted separately under its own protocol, participant documentation, governance, and any ethics or institutional review required for that project.
2. Electronic Acceptance
The Participant accepts these Confidentiality Terms by:
• checking an acceptance box or similar electronic acknowledgment;
• electronically accepting applicable Onmetrica terms during account creation or onboarding;
• accepting updated Confidentiality Terms when renewed acceptance is requested; or
• accessing designated non-public materials after receiving clear notice that such access is conditioned on acceptance of these Confidentiality Terms.
Electronic acceptance is intended to have the same effect as written acceptance to the extent permitted by applicable law.
The Participant consents to receiving these Confidentiality Terms and related records electronically and is responsible for maintaining access to a device and software reasonably capable of displaying or saving them.
Onmetrica may maintain records reasonably necessary to demonstrate:
• the identity or account associated with acceptance;
• the version of the Confidentiality Terms accepted;
• the date and time of acceptance;
• the method by which acceptance was provided; and
• related access or technical records.
The wording used on a website or application acceptance screen may be updated from time to time, provided that the Participant is clearly informed that acceptance includes these Confidentiality Terms and is given access to the then-current version before acceptance.
3. Who These Confidentiality Terms Apply to
These Confidentiality Terms apply to both individual and professional Participants, including:
• individual Program users;
• clients or other individuals invited by authorized professionals;
• Professional Program Members;
• Founding Circle participants who expressly accept these Confidentiality Terms;
• coaches;
• mentors;
• consultants;
• educators;
• therapists;
• psychologists;
• mental-health professionals;
• advisors;
• invited reviewers;
• collaborators;
• product-feedback participants; and
• other persons authorized to access non-public Onmetrica information.
These Confidentiality Terms apply regardless of whether access is free, paid, invitation-based, membership-based, temporary, professional, strategic, or otherwise limited.
A future university or academic research participant will not automatically be governed by these Confidentiality Terms unless they are expressly incorporated into the separate documents applicable to that research project.
For Founding Circle participants, these Confidentiality Terms may govern preliminary or Program-related confidential information. A separate bilateral non-disclosure agreement may be required before Onmetrica discloses investment, financial, technical, due-diligence, strategic, or other information requiring additional confidentiality protections.
4. Definitions
For purposes of these Confidentiality Terms:
4.1 “Platform”
“Platform” means the Onmetrica website, mobile application, web application, interfaces, dashboards, account features, reports, prompts, visual models, calibration features, structured evaluation tools, evaluation flows, data displays, professional features, and related services.
4.2 “Method”
“Method” means the TenTwo Method and related Onmetrica frameworks, concepts, terminology, calibration processes, visual mapping logic, internal-state positioning approaches, evaluation structures, interpretation frameworks, implementation materials, and related know-how.
4.3 “Program”
“Program” means Onmetrica’s invite-only or limited-access commercial product-development program through which Participants may use selected Platform features and provide structured product or implementation Feedback.
4.4 “Participant”
“Participant” means an individual or professional who accepts these Confidentiality Terms and receives authorized access to the Platform, Program, Program materials, professional briefings, Feedback activities, or other non-public Onmetrica information.
4.5 “Professional Participant”
“Professional Participant” means a Participant accessing the Platform or Program in a professional capacity, including a coach, mentor, consultant, educator, therapist, psychologist, mental-health professional, or other authorized practitioner, advisor, or reviewer.
4.6 “Individual Participant”
“Individual Participant” means an individual who accesses the Platform for personal reflection, calibration, structured evaluation, Program participation, or through an invitation from a Professional Participant.
4.7 “Product Feedback”
“Product Feedback” means comments, usability observations, bug reports, workflow recommendations, feature suggestions, report-format observations, product-experience feedback, implementation observations, or other input specifically concerning the Platform or implementation of the Method within the Platform.
4.8 “Independent Professional Materials”
“Independent Professional Materials” means a Professional Participant’s pre-existing or independently developed methodologies, clinical or professional approaches, educational materials, concepts, frameworks, diagnostic observations, terminology, professional knowledge, professional know-how, tools, writings, and other professional intellectual property developed without unauthorized use of Onmetrica’s Confidential Information.
5. Authorized Access
Access to the Platform and Confidential Information is:
• limited;
• personal to the authorized Participant;
• non-exclusive;
• non-transferable;
• revocable;
• subject to these Confidentiality Terms and other applicable Onmetrica terms; and
• permitted only for the personal-use, professional-review, invited-user, Program, Product Feedback, or other purposes expressly authorized through the Participant’s account or by Onmetrica.
The Participant may not:
• share an account, invite code, password, private link, or access credential with an unauthorized person;
• allow another person to use the Participant’s access;
• expand the scope of authorized access without Onmetrica’s permission; or
• represent that access grants certification, ownership, licensing rights, or authority to teach, sublicense, reproduce, distribute, or commercialize the Platform or Method.
Participation levels, features, usage allowances, pricing, benefits, and access conditions may be described separately and may evolve as the Platform develops.
6. Confidential Information
“Confidential Information” means non-public information, material, access, content, design, process, communication, or know-how disclosed or made available to the Participant by or on behalf of Onmetrica.
Confidential Information may be disclosed:
• through the Platform;
• through the website or application;
• during onboarding;
• through a private link or access code;
• by email or other electronic communication;
• during a live or recorded session;
• during a professional briefing;
• during a Product Feedback meeting or discussion;
• through a survey, interview, demonstration, or presentation;
• through a report, document, image, video, audio file, or screenshot; or
• through another written, oral, visual, digital, or electronic medium.
Confidential Information includes, without limitation:
6.1 Platform and Method Information
• the Platform and non-public Platform features;
• the TenTwo Method and Method-related materials;
• Onmetrica frameworks and terminology;
• calibration concepts and processes;
• structured evaluation tools and workflows;
• internal-state mapping approaches;
• evaluation and interpretation logic;
• questionnaires, prompts, sequences, and instructions;
• reports, report structures, templates, visualizations, diagrams, and data displays;
• visual models and interface flows;
• implementation logic;
• professional-use materials;
• training or educational materials; and
• unpublished improvements, features, or concepts.
6.2 Program and Product Materials
• restricted, non-public, or unreleased Platform features;
• prototypes;
• unreleased screens and interface concepts;
• private demonstrations;
• founder or product briefings;
• professional discussions;
• Product Feedback session content;
• Program procedures;
• internal product observations;
• non-public aggregated Program insights;
• quality-assurance findings; and
• information concerning product development, implementation, evaluation, testing, or planned improvements.
6.3 Recorded and Visual Materials
• screenshots;
• screen recordings;
• videos;
• audio recordings;
• transcripts;
• session notes;
• images;
• reports;
• interface sequences;
• private account pages;
• private links;
• access codes; and
• other materials showing non-public Platform content or functionality.
6.4 Business Information
• business plans;
• product roadmaps;
• unpublished pricing or membership plans;
• market and commercialization strategy;
• professional-community strategy;
• development plans;
• financial information;
• fundraising or investor materials;
• partnership discussions;
• university-collaboration concepts;
• future scientific-evaluation plans;
• grant-related planning; and
• other non-public commercial or strategic information.
6.5 Technical Information
• software logic;
• algorithms;
• scoring or interpretation structures;
• artificial-intelligence-assisted outputs or processes;
• databases;
• data structures;
• application programming interfaces;
• interface architecture;
• product architecture;
• technical documentation;
• code-adjacent materials;
• security procedures;
• authentication and access processes; and
• other non-public technical information.
6.6 Designated Information
Confidential Information also includes information identified as:
• confidential;
• private;
• proprietary;
• restricted;
• internal;
• non-public;
• unreleased;
• not for distribution; or
• subject to a similar designation.
Information may qualify as Confidential Information even if it is not expressly labeled confidential when, under the circumstances, a reasonable person would understand the information to be confidential or proprietary.
7. Participant Confidentiality Obligations
The Participant agrees to:
• keep Confidential Information confidential;
• use at least reasonable care to protect Confidential Information from unauthorized access, copying, loss, use, or disclosure;
• use Confidential Information only for authorized Program participation, personal use, professional review, invited-user interaction, Product Feedback, or another purpose expressly authorized by Onmetrica;
• comply with applicable access restrictions and professional-use guidelines;
• not publicly disclose, publish, reproduce, distribute, post, upload, sell, sublicense, transfer, or otherwise share Confidential Information without prior authorization;
• not use Confidential Information for an unauthorized commercial, educational, academic, promotional, competitive, or public purpose;
• not share private Platform materials with colleagues, employers, students, contractors, vendors, professional associations, or other third parties unless expressly authorized;
• not disclose or demonstrate non-public Platform features at conferences, professional events, classes, workshops, webinars, presentations, social-media channels, or public forums without authorization;
• not disclose private Product Feedback discussions or professional briefings;
• protect account credentials, invite codes, private links, and access records;
• promptly notify Onmetrica after discovering suspected unauthorized access, use, disclosure, loss, or copying of Confidential Information; and
• reasonably cooperate with Onmetrica in addressing an unauthorized disclosure or security incident involving the Participant’s access.
8. Restrictions on Copying, Reconstruction, and Competitive Use
Except where expressly authorized by Onmetrica or where a particular restriction is prohibited by applicable law, the Participant may not use Confidential Information to:
• reverse engineer;
• decompile;
• disassemble;
• scrape;
• harvest;
• extract;
• systematically record;
• copy;
• imitate;
• reproduce;
• model;
• reconstruct;
• translate into another system;
• create derivative materials from; or
• attempt to discover the underlying structure, operation, logic, sequencing, or implementation of
the Platform, Method, calibration process, structured evaluation tools, reports, visualizations, prompts, workflows, scoring or interpretation logic, or system design.
The Participant may not use Onmetrica’s Confidential Information to create, assist, train, develop, improve, market, support, or commercialize a competing or substantially similar:
• application;
• platform;
• assessment;
• structured evaluation tool;
• calibration tool;
• emotional-state framework;
• mapping system;
• evaluation process;
• report generator;
• professional methodology;
• software product; or
• related service.
This section does not prohibit lawful independent professional or commercial development performed without unauthorized use of, reference to, or disclosure of Onmetrica’s Confidential Information.
9. Permitted Disclosures and Authorized Communications
9.1 Legally Required Disclosure
The Participant may disclose Confidential Information to the extent required by applicable law, regulation, court order, subpoena, or other valid legal process.
Where legally permitted, the Participant will:
• provide Onmetrica with prompt written notice;
• disclose only the portion legally required;
• reasonably cooperate in seeking confidential treatment or limiting disclosure; and
• continue protecting all portions not legally required to be disclosed.
9.2 Authorized Feedback Communications
The Participant may discuss Confidential Information directly with Onmetrica through authorized Product Feedback, support, Program, professional-review, or other designated channels.
9.3 Authorized Professional and Invited-User Communications
A Professional Participant may discuss or review authorized Platform outputs with the specific invited user to whom those outputs relate, but only:
• within the scope permitted by the Platform and applicable Program guidelines;
• as part of the authorized professional relationship;
• in accordance with applicable privacy, confidentiality, licensing, and professional obligations; and
• without disclosing unrelated non-public Onmetrica information.
An Individual Participant may discuss the Participant’s own experiences and personal information.
This does not authorize disclosure of non-public Platform design, Method content, report architecture, prompts, workflows, visual systems, proprietary implementation details, or other Confidential Information.
9.4 No General Third-Party Disclosure
Except as expressly permitted above, Participants may not disclose Confidential Information to clients, colleagues, employers, students, contractors, vendors, professional associations, academic institutions, publishers, media organizations, or other third parties without prior authorization from Onmetrica.
10. Information Not Covered by Confidentiality
Confidential Information does not include information that the Participant can demonstrate through contemporaneous or otherwise reliable evidence:
• is or becomes publicly available through no breach of these Confidentiality Terms;
• was lawfully known to the Participant before disclosure by Onmetrica and was not subject to a confidentiality restriction;
• is lawfully received from an independent third party without breach of a duty of confidentiality;
• is independently developed by the Participant without use of or reference to Onmetrica’s Confidential Information; or
• is expressly released from confidentiality by Onmetrica in writing.
A combination, sequence, arrangement, implementation, or application of features, concepts, workflows, visuals, or materials may remain Confidential Information even if individual components are publicly known when the particular combination, sequence, arrangement, implementation, or application is not publicly known.
A Participant’s personal information does not become Onmetrica Confidential Information merely because it is entered into the Platform.
However, proprietary Platform elements presented with or applied to that information—including Platform design, Method content, report format, workflow, visual model, and interpretation structure—may remain Confidential Information.
11. Product Feedback and Product Improvement
The Participant may choose or be invited to provide Product Feedback concerning:
• Platform functionality;
• usability;
• user interface or user experience;
• calibration workflows;
• structured evaluation tools;
• report presentation;
• interpretation clarity;
• instructions;
• technical performance;
• professional and invited-user interaction;
• feature priorities;
• product implementation; and
• implementation and presentation of the Method within the Platform.
Onmetrica may use Product Feedback to:
• maintain, evaluate, support, develop, and improve the Platform;
• improve calibration and structured evaluation workflows;
• improve reports and visual presentation;
• improve instructions and interpretation logic;
• improve implementation of the Method within the Platform;
• correct errors;
• plan or prioritize features;
• improve user and professional experience;
• conduct internal quality assurance;
• train personnel and service providers involved in Platform development; and
• describe general, aggregated, or de-identified product and Program improvements.
To the extent Product Feedback is subject to intellectual-property protection, the Participant grants Onmetrica a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, adapt, modify, analyze, and incorporate that Product Feedback into the Platform and related Onmetrica products and services.
This permission:
• is a license and not an assignment of the Participant’s independent intellectual property;
• is limited to Product Feedback concerning Onmetrica and its Platform;
• does not transfer ownership of Independent Professional Materials;
• does not authorize Onmetrica to identify the Participant publicly without separate permission; and
• does not require Onmetrica to implement any particular Feedback.
Unless a separate written agreement provides otherwise, Product Feedback may be used without compensation, attribution, approval rights, or continuing obligations to the Participant.
12. Professional Input and Independent Professional Materials
Nothing in these Confidentiality Terms restricts a Professional Participant’s independent professional practice or the development, use, teaching, publication, licensing, or application of the Professional Participant’s:
• pre-existing methodologies;
• independently developed future methodologies;
• clinical or professional approaches;
• educational materials;
• professional concepts;
• frameworks;
• terminology;
• diagnostic observations;
• professional knowledge;
• professional know-how; or
• other Independent Professional Materials,
provided that the Professional Participant does not use, disclose, reproduce, or derive those materials from Onmetrica’s Confidential Information.
Providing Product Feedback does not transfer to Onmetrica ownership of the Participant’s Independent Professional Materials.
For clarity, no professional idea, observation, recommendation, comment, discussion, or other professional input will be treated as assigned to Onmetrica unless:
• the material is expressly identified;
• the assignment is stated in a separate written agreement; and
• that agreement is signed or otherwise validly accepted by both parties.
When Product Feedback contains both Platform-specific observations and Independent Professional Materials, Onmetrica’s permission to use the Product Feedback applies only to the Platform-specific component unless the parties separately agree otherwise.
Professional Participants should avoid including unnecessary client-identifying information in Product Feedback. Any professional or client information submitted through authorized Platform channels remains subject to the Privacy Policy, Participation & Feedback Agreement, and applicable professional obligations.
13. Intellectual Property and Ownership
All rights, title, and interest in and to the following remain the exclusive property of Veret Company, LLC, Onmetrica, or their respective licensors or rights holders:
• the Platform;
• the Method;
• TenTwo Method-related materials;
• the Onmetrica name and branding;
• calibration and diagnostic-style tools;
• workflows;
• prompts;
• questionnaires;
• visual models;
• evaluation and interpretation frameworks;
• reports and report architecture;
• interface designs;
• implementation logic;
• software;
• algorithms;
• content;
• documentation;
• trademarks;
• copyrights;
• patentable inventions;
• trade secrets;
• know-how; and
• related intellectual property.
Access to the Platform or participation in the Program does not transfer, assign, sell, license, or grant any ownership interest in Onmetrica intellectual property.
Subject to compliance with the applicable Onmetrica terms, the Participant receives only a limited, personal, revocable, non-exclusive, non-transferable right to access authorized Platform features during the applicable access period.
Except for that limited right:
• no license is granted;
• no ownership interest is transferred;
• no right to reproduce or create derivative materials is granted;
• no right to teach, certify, sublicense, publish, commercialize, or distribute the Method is granted; and
• no rights are granted by implication, estoppel, exhaustion, or otherwise.
Each Participant retains ownership of the Participant’s personal information and Independent Professional Materials, subject to the licenses, permissions, and data-processing terms expressly stated in the applicable Onmetrica agreements.
14. Independent Development and Similarity of Concepts
The parties acknowledge that psychology, behavioral science, coaching, mentoring, education, technology, and related professional disciplines may involve overlapping:
• concepts;
• terminology;
• observations;
• methods;
• frameworks;
• professional practices; or
• subject matter.
The existence of similarities between Onmetrica’s concepts, frameworks, terminology, methodologies, observations, or materials and a Participant’s pre-existing or independently developed professional work does not, by itself, establish that the Participant copied, used, or derived the work from Onmetrica’s Confidential Information.
Similarly, the existence of similarities does not, by itself, establish that Onmetrica copied or derived its work from the Participant’s Independent Professional Materials.
Any claim involving unauthorized use, disclosure, copying, derivation, infringement, or misappropriation must be supported by evidence beyond the mere existence of similarities.
Nothing in these Confidentiality Terms prohibits either party from independently developing concepts, methodologies, products, services, software, educational materials, or professional approaches that may be similar in purpose or function, provided that the independent development does not involve unauthorized use or disclosure of the other party’s protected confidential information or intellectual property.
15. Authorized Professional Use and Invited Users
A Professional Participant may use authorized Program features with eligible invited users to the extent permitted by:
• the Professional Participant’s account;
• the Program Participation & Feedback Agreement;
• applicable professional-use guidelines;
• the Platform’s functionality; and
• applicable law and professional standards.
Authorized Program activity may include:
• inviting eligible users;
• guiding users through approved Platform activities;
• reviewing Platform-generated outputs with the applicable user;
• discussing report clarity or interpretation;
• observing user interaction with the calibration and diagnostic-style tools;
• collecting authorized Product Feedback; and
• providing Onmetrica with de-identified or appropriately authorized professional observations concerning Platform implementation and user experience.
This limited authorization does not permit a Professional Participant to:
• represent Onmetrica as a medical diagnostic system;
• use Platform outputs as the sole basis for a clinical, medical, employment, legal, educational, or other high-impact decision;
• represent Program outputs as scientifically or clinically validated;
• teach, reproduce, certify, sublicense, or independently commercialize the Method;
• use screenshots or Platform materials in unrelated client-facing materials;
• publicly present or publish non-public Onmetrica materials; or
• use the Platform beyond the scope authorized by Onmetrica.
The Professional Participant remains independently responsible for:
• professional judgment;
• compliance with licensing and scope-of-practice rules;
• obtaining any permissions required within the professional relationship;
• client or user confidentiality;
• informed professional communication;
• maintaining appropriate records;
• protecting information received through the professional relationship; and
• complying with applicable law and professional standards.
Onmetrica does not supervise the Professional Participant’s independent practice and does not assume responsibility for the professional-client or professional-user relationship.
16. Privacy, Program Data, and Separate Future Research
Personal information, account information, identity-verification materials, professional-verification materials, Platform responses, evaluation information, and Program-participation records are governed by the:
• Privacy Policy;
• Participation & Feedback Agreement;
• Terms of Use; and
• any applicable feature-specific notice.
These Confidentiality Terms do not replace those documents.
As permitted by the applicable Privacy Policy, Participant agreements, and applicable law, Onmetrica may use Program-related information in aggregated, de-identified, or anonymized form for:
• product analytics;
• quality assurance;
• usability evaluation;
• product improvement;
• Platform development;
• feature planning;
• internal business analysis;
• improvement of the Method’s implementation within the Platform; and
• descriptions of general Program progress.
The current Program is separate from any future formal academic or scientific study.
If Onmetrica, Veret Company, LLC, a university, or another institution later proposes a formal study:
• the study will be governed by a separate protocol;
• separate participant information and research consent will be provided where required;
• any required ethics-committee or institutional review will be addressed for that project;
• participation will be voluntary; and
• acceptance of these Confidentiality Terms will not constitute advance consent to participate in that study.
The Participant’s obligation to protect Onmetrica’s Confidential Information is separate from Onmetrica’s obligations concerning Participant information.
17. No Medical, Diagnostic, Therapeutic, or Crisis-Service Representation
The Platform and Method are provided during the Program as early-access software tools for:
• reflection;
• calibration support;
• product evaluation;
• professional review; and
• product and implementation Feedback.
The Platform and Method are not represented as:
• medical devices;
• medical diagnoses;
• psychiatric diagnoses;
• psychotherapy;
• medical treatment;
• psychiatric treatment;
• crisis services;
• emergency services;
• substitutes for licensed healthcare;
• substitutes for independent professional judgment; or
• guarantees of any particular result.
References to diagnostic-style tools, evaluation tools, calibration tools, interpretations, classifications, reports, or outputs do not mean that the Platform provides a medical or clinical diagnosis.
Participants experiencing severe distress, an immediate risk of harm, a medical or mental-health emergency, or an urgent need for assistance should contact emergency services, an appropriate crisis-support resource, or a qualified healthcare professional.
18. No Investment, Securities, or Ownership Rights
Participation in the Program, a membership level, a professional briefing, a Founder or Founding Circle activity, an evaluation package, or another Onmetrica participation category is not an investment or securities offering.
Participation does not provide:
• equity;
• Company ownership;
• ownership of the Platform or Method;
• profit participation;
• voting rights;
• financial returns;
• securities;
• future securities;
• preferential investment rights;
• guaranteed future access;
• certification;
• professional status;
• publication rights; or
• other ownership or financial rights.
Any future investment, securities offering, crowdfunding campaign, or financing opportunity would be separate from these Confidentiality Terms and subject to separate documentation and applicable law.
19. Term and Survival
These Confidentiality Terms become effective when the Participant electronically accepts them or first receives authorized access to Confidential Information after being notified that access is subject to these Confidentiality Terms, whichever occurs first.
They remain in effect throughout the Participant’s:
• Platform access;
• Program participation;
• membership or subscription;
• professional review;
• Feedback activities; and
• possession or control of Confidential Information.
The Participant’s confidentiality and restricted-use obligations continue for five years after the Participant’s last authorized access to Confidential Information.
However:
• trade secrets remain protected for as long as they qualify as trade secrets under applicable law;
• access credentials and security information remain protected for as long as unauthorized disclosure could create a security risk;
• obligations concerning retained Confidential Information continue while the Participant possesses or controls that information; and
• intellectual-property ownership provisions survive termination without time limitation.
20. Suspension, Termination, and Return or Deletion
Onmetrica may suspend, restrict, or terminate a Participant’s access if Onmetrica reasonably believes that the Participant:
• violated these Confidentiality Terms;
• violated the Participation & Feedback Agreement;
• violated the Terms of Use or Privacy Policy;
• exceeded the Participant’s authorized access;
• improperly disclosed or used Confidential Information;
• shared access credentials;
• created a security or privacy risk;
• failed to comply with professional-use guidelines; or
• otherwise materially misused the Platform or Program.
Upon termination, expiration of access, or Onmetrica’s written request, the Participant must:
• stop accessing and using Confidential Information;
• stop using private links, access codes, or credentials;
• delete or return non-public screenshots, recordings, documents, files, demonstrations, or other Confidential Information in the Participant’s possession or control; and
• confirm deletion or return if reasonably requested.
A Participant may retain information only to the extent required by:
• applicable law;
• a valid legal hold;
• applicable professional recordkeeping requirements; or
• an enforceable regulatory obligation.
Any retained Confidential Information remains subject to these Confidentiality Terms and may not be used for another purpose.
21. Remedies
The Participant acknowledges that unauthorized access, use, copying, reconstruction, or disclosure of Confidential Information may cause Onmetrica irreparable harm for which monetary damages may be inadequate.
Subject to applicable law, Onmetrica may seek:
• temporary or permanent injunctive relief;
• equitable relief;
• recovery of damages;
• recovery of profits attributable to misuse where legally available;
• reasonable attorneys’ fees and costs where authorized by law or agreement; and
• any other remedy available under applicable law.
Seeking equitable relief does not prevent Onmetrica from pursuing other available remedies.
Nothing in these Confidentiality Terms limits any rights or remedies that cannot legally be limited.
22. Governing Law and Dispute Resolution
These Confidentiality Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles, except to the extent another law is mandatorily applicable.
A dispute arising from or relating to these Confidentiality Terms will be subject to any valid dispute-resolution, arbitration, class-action waiver, jurisdiction, or venue provisions contained in the Onmetrica Terms of Use.
If no applicable dispute-resolution provision governs the dispute, the parties consent to the jurisdiction of the state or federal courts located in Palm Beach County, Florida, unless applicable law requires another forum.
Nothing in this section prevents Onmetrica from seeking temporary or emergency equitable relief from a court with appropriate jurisdiction to prevent actual or threatened misuse or disclosure of Confidential Information.
23. Updates to These Confidentiality Terms
Onmetrica may update these Confidentiality Terms as the Platform, Program, business model, or legal requirements develop.
For a material update, Onmetrica may:
• provide notice through the Platform, website, email, or another reasonable method;
• identify the effective date of the updated terms; and
• request renewed electronic acceptance where appropriate or legally required.
Continued access or use after an updated version is presented may constitute acceptance to the extent permitted by applicable law.
An update will not retroactively transfer ownership of a Participant’s Independent Professional Materials or convert prior Program participation into consent for a separate academic, clinical, or scientific study.
24. General Provisions
24.1 Severability
If any provision of these Confidentiality Terms is found invalid or unenforceable, that provision will be enforced to the maximum extent legally permitted, and the remaining provisions will remain in effect.
24.2 No Waiver
A failure or delay by Onmetrica in enforcing a provision does not waive that provision or any other right.
24.3 No Partnership or Agency
These Confidentiality Terms do not create an employment, partnership, joint venture, fiduciary, agency, supervisory, or professional relationship between Onmetrica and the Participant.
24.4 Headings
Section headings are provided for convenience and do not limit the meaning of the provisions.
24.5 Entire Confidentiality Understanding
These Confidentiality Terms constitute the agreement between Onmetrica and the Participant concerning the protection and authorized use of Onmetrica’s Confidential Information, together with any more specific written confidentiality terms applicable to a particular activity.
24.6 Assignment
The Participant may not assign or transfer the Participant’s rights or obligations under these Confidentiality Terms without Onmetrica’s prior written consent.
Onmetrica may assign these Confidentiality Terms in connection with a merger, reorganization, financing, sale of assets, transfer of the Platform or Method, or other lawful business transaction, subject to applicable law.
25. Contact Information
Questions, confidentiality concerns, suspected unauthorized disclosures, access issues, or legal notices concerning these Confidentiality Terms may be directed to:
Veret Company, LLC
700 S. Rosemary Ave, Suite 204
West Palm Beach, Florida 33401,
United States
Email: support@onmetrica.com