Non-Disclosure Agreement

Intro

This Non-Disclosure Agreement (“Agreement”) is the legally binding agreement concluded by and between Alty Inc., 8 The Green, Ste 7737, Dover DE 19901, United States (“Alty”), on the one hand, and a person who filled the blank and presses “I agree to sign NDA on behalf of the company” button (“Provider”) on our website available via the following link: alty.co (“Website”), on the other hand, individually referred to as the “Party” and collectively as the “Parties”, as follows.

Conclusion of Agreement

The date of the Provider’s pressing “I agree to sign NDA on behalf of the company” button on the Website shall be deemed the Agreement’s effective date (“Effective Date”).

From the stated moment, the Provider confirms that the Provider:

has read, understood, and agrees to be bound by the terms of the Agreement; and
is 18 years of age or older, has full legal capacity, and is not restricted otherwise;
according to the laws of the Provider’s local jurisdiction, is eligible to enter into the Agreement and has no restriction to access and use the Website;
shall continuously comply with the Agreement and all applicable laws and regulations;
if the Provider acts as a business representative or on behalf of any legal or natural person, certifies that the Provider is eligible to legally bind the represented legal or natural entity, grant Alty all rights under the Agreement, and disclose information about and on behalf of that persons

Disclosure Purpose

The Provider may provide Alty, via the Website, with materials and information related to the technological products that are not publicly available, are privileged, and, therefore, have commercial value (“Confidential Information”) for the purpose of the provision of the Provider with audit reports, comments, remarks, etc. as results of a review of the provided materials and information (“Disclosure Purpose”).

Exclusions

Confidential Information excludes information which: (i) at the time of disclosure to Alty via the Website, is publicly disclosed without any breach of the confidentiality obligations by Alty; or (ii) becomes publicly disclosed after the disclosure to Alty via the Website, without any breach of the confidentiality obligations by Alty; or (iii) is disclosed to Alty by a third party, which, disclosing such information, did not violate any of the confidentiality obligations (to the best Alty’s knowledge); (iv) was known to Alty prior to receipt from the Provider without any breach of the confidentiality obligations by Alty.

Confidentiality Obligations

For the entire term of the validity of the Agreement, Alty shall: (i) keep Confidential Information in a secure place and in conditions that exclude the possibility of unauthorised access to such place and to such information; and (ii) not use the Confidential Information for any purposes other than the Disclosure Purpose; and (iii) not disclose the Confidential Information to any third party, without the prior written consent of the Provider, except as provided hereby.

Compulsory Disclosure

Alty is entitled to disclose the Confidential Information if the conditions listed in this section are met: (i) to the public authority authorised to request such information, in accordance with the law, on the basis of a request; or (ii) to judicial authorities and representatives of Alty, if it is necessary for judicial protection in accordance with the Agreement or any other agreement concluded between the Parties.

Internal Disclosure

Alty is entitled to disclose Confidential Information to its employees, contractors, subcontractors, or partners to the extent necessary for the Disclosure Purpose and if Alty has entered into appropriate non-disclosure agreements with such persons.

Retention of Rights

Alty does not acquire any rights in the Confidential Information of the Provider by virtue of the Agreement, except for the limited right to use such Confidential Information solely as provided herein.

Limitation of Liability

In case of violation of the Agreement by Alty due to its fault, the Provider is entitled to charge Alty compensation for real direct documented damages sustained by the Provider due to such a violation, and at any time, the stated compensation shall not exceed the amount of USD 1.000,00 (one thousand).

Warranty

The Provider hereby represents and warrants that the Provider has all rights and authorizations to make and execute the Agreement, provide Alty with the Confidential Information, and the provision of Alty with the Confidential Information does not infringe any patents, copyrights, trademarks, or other rights of third parties or Provider’s confidentiality obligations.

Indemnification

The Provider agrees to defend, indemnify, and hold harmless Alty and our shareholders, directors, and all other officials, employees, contractors, subcontractors, vendors, and all other counterparties from and against all claims, responsibility, damages, losses, and expenses, including reasonable legal and accounting expenses, arising from: (i) any breach by the Provider of any provision of the Agreement; (ii) the Provider’s use or misuse of the Website or audit results; (iii) a violation by the Provider of applicable law, third party’s intellectual property or other rights, any agreement or terms with a third party to which the Provider is subject (including confidentiality obligations of the Provider).

Governing Law and Venue

The law of the State of Delaware (the United States of America) governs the Agreement. The Parties shall settle any dispute by negotiation and following a pre-trial procedure, and if it should prove impossible to settle the dispute in such a manner within sixty (60) calendar days, the Parties shall settle the dispute as follows (at Alty’s discretion): (i) in courts of the State of Delaware (the United States of America); or (ii) by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry following its Rules, in case of which: (a) the arbitral tribunal shall be composed of a sole arbitrator; and (b) the seat of arbitration shall be Kyiv (Ukraine); and (c) the language of the arbitral proceedings shall be English or Ukrainian (at Alty’s discretion); and (d) the Parties agree on the online arbitral proceedings (using the telecommunication means of communication)

Term and Validity

The Agreement shall enter into force from the Effective Date and be valid for two (2) years from the Effective Date.

Amendments and Predominance

The terms of the Agreement may be amended solely by mutual agreement of the Parties with the obligatory conclusion of additional written agreements to the Agreement, and in case of discrepancies between the provisions of the Agreement and the provisions of other agreements (contracts) concluded between the Parties, regarding the protection of confidential information (non-disclosure) under the Disclosure Purpose, the provisions of the Agreement shall prevail.

Severability and Waiver

If any provision of the Agreement is or becomes illegal, unenforceable, or invalidated by operation of law or otherwise, that provision shall be omitted to such extent, and the remainder of the Agreement shall remain in full force and effect. Any waiver by either Party of any condition, term, part, or provision of the Agreement shall not be a waiver of any other condition, term, part, or provision, nor will the waiver be a future waiver of such condition, term, part, or provision.

Assignment

The Receiver shall not assign the Agreement to a third party without the prior written consent of the Company. Any attempted assignment made by the Receiver without the required prior written consent shall be void and of no effect. The Agreement shall inure to the benefit of and be binding upon the Receiver and its successors and permitted assigns.

Entire Agreement

The Agreement constitutes the entire agreement of the Parties pertaining to its subject matter. It shall be deemed, and is, therefore, valid that the Parties have concluded the Agreement by electronic means in the electronic (digital) form.