Non-Disclosure Agreement

Non-Disclosure Agreement

between

Titanbay International GP S.à R.L.  (“Titanbay”), a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office at 7, Rue Genistre, L-1623 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg - RCS) under registration number B241.168  

and

The User (together, the “User”, “Party”, “Parties”) refers to the person or company or other entity opening an account on the Titanbay website.

​Background  

This Agreement shall govern the conditions of the disclosure by or on behalf of Titanbay and its Affiliates (as defined below) of the “Information” (as defined below) to the User. The Information will be disclosed in connection with the User evaluating potential investment opportunities through the Titanbay website and all ongoing monitoring purposes post investment (the “Permitted Purpose”). For the avoidance of doubt, Titanbay regards the Information as proprietary, trade secret, confidential and/or privileged in nature. 

As a condition to and in consideration of Titanbay and its associates providing or making available the  Information to the other Party, each Party agrees as follows: 

​Definitions  

“Affiliate” means with respect to any Party who offers an investment product on the Titanbay website. 

“Information” means all materials, information or knowledge which is acquired by the User  from Titanbay and its Affiliates, in each case whether disclosed, acquired or provided orally or in writing or in electronic or tangible form, or which is otherwise obtained by the User (e.g. through observation), other than  information which: ​

(i) is in the public domain at the time the information is obtained by the User or subsequently comes into the public domain other than through a breach by the User of the terms of this Agreement; 

​(ii) is disclosed with Titanbay’s written consent; 

(iii) is required to be disclosed by the User by operation of law or by a court of competent jurisdiction or by  the rules of any regulatory body or stock exchange or government department or agency; 

(iv) the User can demonstrate was known to them before the date it was disclosed by or on behalf of Titanbay  and the User did not obtain the Information by unlawful means (e.g. hacking, surveillance activities);

(v) was obtained lawfully from a third party who is not under an obligation to Titanbay or its Affiliates to hold  the information in confidence. 

Confidentiality  

The User undertakes to Titanbay (for itself and as agent for each of Titanbay’s Affiliates) that: 

(a) it will take all reasonable measures to maintain in confidence and safeguard all information, exercising at least the same degree of care as it exercises or would exercise with regard to its own confidential information; 

(b) it will only use the Information for the purposes of the Permitted Purpose; 

(c) it will not disclose the Information to any third party; 

(d) it will notify Titanbay promptly to the extent it becomes aware of any unauthorized use or disclosure of  any Information or other breach of this Agreement and shall cooperate with Titanbay’s reasonable  requirements as regards correcting the situation; 

(e) any Information disclosed under this Agreement which includes material subject to attorney/client  privilege (or its equivalent) shall not operate to waive or diminish in any way its continued protection under  any applicable privilege rule or doctrine. 

Status of Discussions  

This Agreement does not constitute a commitment or any other obligation by either Party to disclose any  information, or provide or arrange any financing or other financial services with respect to the Permitted  Purpose or any related transaction. Each Party acknowledges and agrees that unless and until a written  definitive agreement concerning any investment opportunities has been executed, neither Party shall be  under any obligation by virtue of this Agreement with respect any investment opportunities, except with  regard to the matters specifically set out in this Agreement. 

Return of Information  

The User agrees that any Information provided by or on behalf of Titanbay shall remain the property of  Titanbay and that on termination of this Agreement, the User will promptly: 

(a) return and/or destroy all Information in whatever form and all notes, memoranda, reports or other items  in any tangible medium that incorporate or refer to the Information, along with any copies; and 

(b) certify in writing that all Information has been returned and/or destroyed. 

Notwithstanding the above requirements, the User shall be entitled to retain that portion of the Information  as it is required to keep in order to satisfy any legal or regulatory requirements, provided that such  information shall remain subject to the confidentiality obligations set forth in this Agreement. 

Intellectual Property  ​

All proprietary and intellectual property rights in and to the Information shall remain Titanbay’s sole  property, and nothing in this Agreement shall be construed in any way to grant to the User any express or  implied licence or other right, title or interest to the Information. ​

No Warranty 

The User acknowledges and agrees that Titanbay is not making any representation or warranty as to the accuracy or completeness of the Information (or any other information supplied in connection with the  Permitted Purpose) and Titanbay will have no liability to any person resulting from any use of such  information. 

Termination  

This Agreement will terminate upon the closing of the User’s account on the Titanbay platform. The User’s  obligations with respect to Information disclosed during the term of this Agreement will survive termination. 

Equitable Relief  

The User agrees that in the event of any breach of this Agreement, Titanbay would be irreparably and  immediately harmed and could not be made whole by monetary damages. Accordingly, the User agrees that  in addition to any remedy to which it may be entitled, Titanbay and its Affiliates shall be entitled to injunctive relief and such other equitable relief as a court of competent jurisdiction may order to prevent breaches of and to compel specific performance of this Agreement. 

Indemnification  

The User agrees to indemnify and hold Titanbay and its Affiliates harmless from and against any and all  damages, losses or expenses (including lawyers’ fees) arising from or relating to any breach of this Agreement  by the User. The obligations in this paragraph shall survive termination of this Agreement. 

Governing Law  

This Agreement will be governed by, and construed in accordance with, the laws of Luxembourg  and each party  irrevocably submits to the non-exclusive jurisdiction of the courts of Luxembourg. ​

Miscellaneous  

No neglect, delay or indulgence on the part of a party in enforcing the terms of this Agreement shall be  construed as a waiver thereof. 

This Agreement is binding upon the parties and their successors and assigns, and its provisions may be  waived only by written agreement of the parties. 

This Agreement constitutes the entire understanding between the Parties with respect to the Information  subject to this Agreement.