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Non-Disclosure Agreement

Non-Disclosure Agreement of the JETUP Platform

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1. General Provisions

1.1. This Non-Disclosure Agreement (hereinafter - the "Agreement") is concluded between LLC "JETUP", registered at: Uznadze str., 111, b. 11, Building 2, Didube district, Tbilisi, Georgia (hereinafter - the "Company"), and any natural or legal person using the JETUP platform (hereinafter - the "User").

1.2. The purpose of this Agreement is to protect confidential information that may be disclosed by the Company to the User or obtained by the User in the process of using the JETUP platform.

1.3. By accepting the terms of the User Agreement of the JETUP platform, the User also agrees to the terms of this Non-Disclosure Agreement.

1.4. This Agreement enters into force from the moment the User begins using the JETUP platform and is valid indefinitely or until the moment of its termination in accordance with the conditions set forth in this Agreement.

2. Definition of Confidential Information

2.1. Within the framework of this Agreement, "Confidential Information" means any information that:

  • is transmitted by the Company to the User in written, oral, electronic, or any other form;

  • becomes available to the User in the process of using the JETUP platform;

  • is marked as "confidential", "proprietary", "internal", or in a similar manner;

  • should reasonably be considered confidential due to its nature or content.

2.2. Confidential Information includes, in particular:

  • information about technologies used on the JETUP platform;

  • data about other platform users;

  • information about projects and startups placed on the platform;

  • financial information related to the activities of the Company or the platform;

  • information about the Company's business processes and strategies;

  • any non-public information concerning the tokenization of assets and smart contracts;

  • data on the process of asset tokenization, including technical details of token creation and information about created tokens.

2.3. The following is not Confidential Information:

  • information that is or becomes publicly available through no fault of the User;

  • information that was known to the User before receiving it from the Company, which can be documented;

  • information received by the User from third parties without violating confidentiality obligations.

3. User Obligations

3.1. The User undertakes to:

  • maintain the confidentiality of the received information and take all necessary measures for its protection, with at least the same care with which they protect their own confidential information;

  • use Confidential Information exclusively for the purposes for which it was provided, and in accordance with the terms of use of the JETUP platform;

  • not disclose Confidential Information to third parties without the prior written consent of the Company;

  • immediately notify the Company of any unauthorized use or disclosure of Confidential Information that becomes known to the User;

  • at the request of the Company, immediately return or destroy all Confidential Information and its copies.

3.2. The User acknowledges that any breach of confidentiality may cause significant damage to the Company, and agrees to be liable for such breaches in accordance with this Agreement and applicable law.

3.3. The User undertakes not to use Confidential Information to create similar or competing products or services, as well as not to use it for any purposes contrary to the interests of the Company.

3.4. If the User is required by law or by the requirement of authorized government bodies to disclose Confidential Information, they must:

  • immediately notify the Company of this (if not prohibited by law);

  • make all reasonable efforts to minimize the amount of information disclosed;

  • require recipients of the information to maintain its confidentiality.

4. Liability and Sanctions

4.1. The User acknowledges that a breach of obligations under this Agreement may cause the Company substantial harm that is difficult to evaluate in monetary terms. In this regard, the Company has the right to judicial protection of its rights, including the right to demand a ban on further use or disclosure of Confidential Information.

4.2. In case of violation by the User of any of the provisions of this Agreement, the Company has the right, at its discretion, to apply the following sanctions:

  • immediate termination of the User's access to the JETUP platform;

  • deletion of the User's account;

  • collection of a penalty in the amount equivalent to 10,000 (ten thousand) US dollars for each instance of violation;

  • demand for compensation of all losses incurred by the Company as a result of the breach, including lost profits and reputational damage.

4.3. The application of sanctions provided for in clause 4.2 does not exclude the Company's right to use other legal remedies provided for by legislation.

4.4. The User agrees that in case of violation of this Agreement, the Company has the right to disclose information about the fact of violation and the identity of the violator to other users of the JETUP platform and third parties.

4.5. The User undertakes to reimburse the Company for all expenses related to the protection of the Company's rights in connection with the violation of this Agreement, including, but not limited to, legal costs and expenses for legal services.

5. Term and Termination of the Agreement

5.1. This Agreement enters into force from the moment the User begins using the JETUP platform and is valid indefinitely.

5.2. The obligations of non-disclosure of Confidential Information provided for in this Agreement remain in force for 5 (five) years after the User stops using the JETUP platform or the termination of this Agreement, whichever occurs later.

5.3. The Company has the right to unilaterally terminate this Agreement in case of violation by the User of any of its provisions. In this case, the User must immediately cease using all Confidential Information and return or destroy all copies of it.

5.4. The User does not have the right to unilaterally terminate this Agreement. Termination of use of the JETUP platform does not release the User from obligations to maintain the confidentiality of information received during the period of platform use.

5.5. In case of changes in legislation that render any provisions of this Agreement invalid, the remaining provisions of the Agreement remain in force, and the invalid provisions must be replaced by the most similar valid provisions in meaning.

5.6. Termination of this Agreement does not release the Parties from liability for its violation committed during the period of its validity.

6. Final Provisions

6.1. This Agreement is governed by and interpreted in accordance with the laws of Georgia.

6.2. All disputes arising from this Agreement or in connection with it are subject to resolution in the courts of Georgia in accordance with the current legislation.

6.3. This Agreement represents the complete agreement between the Parties regarding the subject of the Agreement and supersedes all previous oral or written agreements.

6.4. If any provision of this Agreement is found invalid or unenforceable, this does not affect the validity or enforceability of the remaining provisions of the Agreement.

6.5. No changes or additions to this Agreement will be valid unless they are made in writing and signed by both Parties or accepted by the User by continuing to use the JETUP platform after the publication of changes.

6.6. The User does not have the right to transfer their rights and obligations under this Agreement to third parties without the prior written consent of the Company.

6.7. The Company has the right at any time to change the terms of this Agreement by publishing a new version on the JETUP platform. Continued use of the platform after the publication of changes means the User's agreement with the new terms.

6.8. In case of contradiction between different language versions of this Agreement, the English version takes precedence.

6.9. This Agreement is drawn up in Russian and English. In case of discrepancies between the texts in Russian and English, the English text has priority.

6.10. The User confirms that they have read and understood all the provisions of this Agreement, and agrees to be legally bound by its terms.

Last updated: 01.05.2025

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