Confidentiality Agreement

1. Confidential Information

All materials provided through the Willo Investor Portal — including pitch decks, financial projections, business strategies, product roadmaps, customer data, technology architecture, personnel information, and any other information disclosed by Company, whether in written, oral, visual, or electronic form — are collectively referred to as "Confidential Information" and are proprietary to Willo, a project of Jars of Clay Holdings LLC.

2. Non-Disclosure Obligations

Recipient agrees to:

• a) Hold all Confidential Information in strict confidence;
• b) Not disclose, share, forward, reproduce, publish, or otherwise make available any Confidential Information to any third party without the prior written consent of Company;
• c) Use Confidential Information solely for the purpose of evaluating a potential investment relationship with Company; and
• d) Protect the Confidential Information with at least the same degree of care used to protect Recipient's own confidential information, but in no event less than reasonable care.

3. No Reproduction or Distribution

Recipient shall not copy, screenshot, screen-record, download, or reproduce any portion of the Confidential Information. Recipient shall not distribute, transmit, or make accessible these materials to any other person or entity — including colleagues, advisors, or other investors — without the express prior written authorization of Company.

4. No License or Investment Commitment

Nothing in this Agreement or in the materials provided shall be construed as granting any license, right, or interest in Company's intellectual property, nor as a commitment or obligation by either party to enter into any business relationship, investment arrangement, or further negotiations.

5. Forward-Looking Statements

The materials may contain forward-looking statements, projections, and estimates that reflect management's current expectations and assumptions. These statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors beyond Company's control. Actual results may differ materially. Recipient agrees not to rely solely on these projections for any investment decision.

6. Return or Destruction

Upon written request by Company, Recipient shall promptly return, destroy, or permanently delete all Confidential Information in Recipient's possession or control, including any notes, analyses, summaries, or derivative works prepared from such information, and shall certify in writing that such destruction or deletion has occurred.

7. Exceptions

Recipient's obligations shall not apply to information that: (a) is or becomes publicly available through no fault of Recipient; (b) was already known to Recipient at the time of disclosure without restriction; (c) is independently developed by Recipient without use of the Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided Recipient gives Company prompt prior written notice and cooperates with Company's efforts to seek a protective order.

8. Remedies

Recipient acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to Company for which monetary damages would be an insufficient remedy, and that Company shall be entitled to seek equitable relief — including injunction and specific performance — in addition to all other remedies available at law or in equity, without the necessity of posting a bond.

9. Term

This Agreement shall remain in effect for a period of three (3) years from the date of electronic acceptance, or until the Confidential Information enters the public domain through no act or omission of Recipient, whichever occurs first.

10. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Oregon, and each party irrevocably consents to such jurisdiction.

11. Electronic Acceptance & Click-Wrap

Access to Willo investor materials is conditioned on electronic acceptance of this Agreement via the Willo Investor Portal. By checking the acknowledgment box and clicking "I Agree & Continue" in the portal, Recipient confirms that Recipient has read, understood, and agreed to be fully bound by all terms of this Agreement. This electronic acceptance — including the recorded date and time — constitutes a legally binding agreement equivalent in force and effect to a handwritten signature under applicable federal and state electronic signature laws, including the E-SIGN Act.

Questions?

For questions regarding this Agreement or to request written consent for any use of Confidential Information, contact Willo, a project of Jars of Clay Holdings LLC at legal@willo.ai.