03-NDA
NON-DISCLOSURE AGREEMENT
1. General Provisions
1.1. This Non-Disclosure Agreement (hereinafter referred to as the "Agreement") is entered into between LLC "JetUP", registered at Uznadze str., 111, b. 11, Building 2, Didube district, Tbilisi, Georgia (hereinafter referred to as the "Company"), and any natural person or legal entity using the JetUP platform (hereinafter referred to as 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 through the use of the JetUP platform.
1.3. By accepting the Terms of Service of the JetUP platform, the User also agrees to the terms of this Non-Disclosure Agreement.
1.4. This Agreement becomes effective upon the User's commencement of use of the JetUP platform and remains in effect indefinitely or until terminated in accordance with the terms set forth herein.
2. Definition of Confidential Information
2.1. For the purposes of this Agreement, "Confidential Information" means any information that:
a) Is transmitted by the Company to the User in written, oral, electronic, or any other form;
b) Becomes available to the User through the use of the JetUP platform;
c) Is marked as "confidential," "proprietary," "internal," or similarly designated;
d) Should reasonably be considered confidential due to its nature or content.
2.2. Confidential Information includes, but is not limited to:
a) Information about technologies used on the JetUP platform;
b) Data about other platform users;
c) Information about projects and startups posted on the platform;
d) Financial information related to the Company's or platform's operations;
e) Information about the Company's business processes and strategies;
f) Any non-public information concerning asset tokenization and smart contracts;
g) Data regarding the asset tokenization process, including technical details of token creation and information about created tokens.
2.3. Confidential Information does not include information that:
a) Is or becomes publicly available through no fault of the User;
b) Was known to the User prior to receipt from the Company, as evidenced by documentary proof;
c) Is received by the User from third parties without breach of any confidentiality obligations.
3. User Obligations
3.1. The User agrees to:
a) Maintain the confidentiality of received information and take all necessary measures to protect it, at least with the same degree of care used to protect their own confidential information;
b) Use the Confidential Information solely for the purposes for which it was provided and in accordance with the terms of use of the JetUP platform;
c) Not disclose Confidential Information to third parties without the Company's prior written consent;
d) Promptly notify the Company of any unauthorized use or disclosure of Confidential Information that becomes known to the User;
e) Upon the Company's request, immediately return or destroy all Confidential Information and copies thereof.
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 agrees not to use the Confidential Information to create similar or competing products or services, or use it for any purposes contrary to the Company's interests.
3.4. If the User is required by law or by request of authorized governmental authorities to disclose Confidential Information, the User shall:
a) Promptly notify the Company thereof (unless prohibited by law);
b) Take all reasonable efforts to minimize the extent of disclosure;
c) Require recipients of the information to maintain its confidentiality.
4. Liability and Sanctions
4.1. The User acknowledges that breach of obligations under this Agreement may cause substantial harm to the Company that is difficult to quantify in monetary terms. Accordingly, the Company shall be entitled to judicial remedies, including the right to seek injunctive relief preventing further use or disclosure of Confidential Information.
4.2. In the event of any breach by the User of any provision of this Agreement, the Company may, at its sole discretion, impose the following sanctions:
a) Immediate termination of the User's access to the JetUP platform;
b) Deletion of the User's account;
c) Imposition of liquidated damages in the amount equivalent to USD 10,000 (ten thousand United States dollars) for each instance of breach;
d) Recovery of all damages 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 Section 4.2 shall not preclude the Company from pursuing other legal remedies available under applicable law.
4.4. The User agrees that in the event of breach of this Agreement, the Company shall have the right to disclose information about the fact of breach and the identity of the breaching party to other JetUP platform users and third parties.
4.5. The User agrees to indemnify the Company for all expenses incurred in protecting the Company's rights in connection with any breach of this Agreement, including but not limited to court costs and legal fees.
5. Term and Termination
5.1. This Agreement becomes effective upon the User's commencement of use of the JetUP platform and continues indefinitely.
5.2. The obligations of non-disclosure of Confidential Information under this Agreement shall survive for five (5) years following the later of: (i) the User's cessation of use of the JetUP platform or (ii) the termination of this Agreement.
5.3. The Company shall have the right to unilaterally terminate this Agreement in the event of any breach by the User of any of its provisions. In such case, the User shall immediately cease use of all Confidential Information and return or destroy all copies thereof.
5.4. The User shall not have the right to unilaterally terminate this Agreement. Cessation of use of the JetUP platform shall not release the User from obligations to maintain the confidentiality of information received during the period of platform use.
5.5. In the event of changes in legislation rendering any provisions of this Agreement invalid, the remaining provisions shall continue in full force and effect, and the invalid provisions shall be replaced with valid provisions most closely approximating the original intent.
5.6. Termination of this Agreement shall not release the Parties from liability for any breach occurring during its term.
6. Final Provisions
6.1. This Agreement shall be governed by and construed in accordance with the laws of Georgia.
6.2. All disputes arising out of or in connection with this Agreement shall be resolved by the courts of Georgia in accordance with applicable law.
6.3. This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or understandings.
6.4. If any provision of this Agreement is found to be invalid or unenforceable, such provision shall not affect the validity or enforceability of the remaining provisions of the Agreement.
6.5. No modifications or amendments to this Agreement shall be effective unless made in writing and signed by both Parties or accepted by the User through continued use of the JetUP platform following publication of such changes.
6.6. The User shall not assign or transfer any rights or obligations under this Agreement to any third party without the prior written consent of the Company.
6.7. The Company reserves the right to modify the terms of this Agreement at any time by publishing a new version on the JetUP platform. Continued use of the platform following publication of changes constitutes the User's acceptance of the new terms.
6.8. In the event of any conflict between different language versions of this Agreement, the English language version shall prevail.
6.9. This Agreement is executed in Russian and English languages. In case of discrepancies between the Russian and English texts, the English text shall prevail.
6.10. The User hereby acknowledges having read and understood all provisions of this Agreement and agrees to be legally bound by its terms.
IN WITNESS WHEREOF, by using the JetUP platform, the User acknowledges and agrees to be bound by the terms and conditions of this Non-Disclosure Agreement.
Effective Date and Version Control
Last Updated: March, 2025
Version: 1.0
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