TERMS AND CONDITIONS

The user of the NoCodeZ app builder agrees to the following terms and conditions:

1. License: NoCodeZ hereby grants You (“User”) a non-exclusive, non-transferable right to use this application, solely for the User’s own internal business purposes, subject to these Terms of Use. All rights not expressly granted to the User are reserved by NoCodeZ and its licensors. You may not use the application for the purpose of monitoring its availability, benchmarking or competitive purposes or disclose its information to any third party. In addition, the following terms apply.

2. Definition of Confidentiality: As used in this Agreement, "Confidential Information" or “Information” refers to any information, whether or not stored in any medium, pertaining to the NoCodeZ (and those of its parent and affiliate companies, suppliers, customers, employees, etc.,) which has commercial and /or proprietary value and trade secrets whatever form or medium is either (i) technical information, including patents, copyrights, and other proprietary information, techniques, sketches, APIs, protocols, drawings, models, inventions, products in use, under development or under research, by whatever name it may be called, business information and tangible and intangible property which may relate to such other Party’s computer source code and object code, hardware and software designs and specifications, schematics, functionality specifications, engineering details and reports, flow charts, logic diagrams, processes, specifications, programs, modules, formulae, data, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of the Nocodez, and/or (ii) non-technical information relating to Nocodez's products and services, including without limitation pricing, margins, merchandising plans and strategies, the identities, needs and requirements of such other Party’s customers, identities of such other Party’s senior employees, identities of the Nocodez’ general employees (irrespective of the cadre/designation accorded to them), research and development plans and activities, finances, financial and accounting data and information, suppliers, customers, customer lists, purchasing data, sales and marketing plans/strategies, future business plans and any other information marked “proprietary” and/or “confidential” by the Nocodez.

3. Non-disclosure and Non-use Obligations: User will maintain in confidence and will not disclose, disseminate or use any Confidential Information belonging to the Nocodez in any medium. User agrees that it and its authorized representatives shall treat all Confidential Information of the Nocodez with at least the same degree of care as User accords its own confidential information. User further represents that User exercises at least commercially reasonable care to protect its own confidential information like nature. User agrees that User shall disclose Confidential Information only to those of its employees who strictly need to know such information and certifies that such employees are bound by appropriate documents restricting their misuse or unauthorized dissemination of Confidential Information. In the event of any misuse, breach, unauthorised use/dissemination or breach of the obligations by the User’s employees, agents etc., the User shall be solely liable and responsible to Nocodez for such breach, dissemination or misuse. The User shall promptly notify Nocodez of any suspected or actual unauthorized access, collection, acquisition, use, transmission, disclosure, corruption or loss of Confidential Information or breach of any environment containing the Confidential Information, managed by the User.

4. The User shall not alter, obscure, remove, conceal or otherwise interfere with any eye-readable or machine-readable marking on such Confidential Information which refers to the Nocodez’s rights. Further, the User shall not either directly or indirectly decompile, decipher, disassemble, reverse engineer or resell the Confidential Information, directly or indirectly authorize any of its employee/personnel/ representatives, and/or any of their employee/personnel/ representatives to decompile, decipher, disassemble, reverse engineer the Confidential Information.

5. Exclusions: The provisions of Clause 2 above shall not apply to information which the User can prove with adequate documentation is : (a) Information which currently or at a later point in time published or otherwise generally available to the public other than through any act or omission on the part of the User; (b) Information which the User can demonstrate by written records was lawfully in the possession of the User at the time of disclosure; (c) Information which the User can demonstrate by written records was acquired from a third party who had the lawful right to make such disclosure; (d) Information which the User can demonstrate by written records was independently developed by the User without reference to or use of the materials comprising the Information disclosed under this Agreement; or (e) Information which the User notifies Nocodez is required to be disclosed by the User pursuant to a legally enforceable order; or (f) Information which is disclosed by the User by the written approval of Nocodez.

6. No Warranties or Licenses: All Information is provided "AS IS." Nocodez will not be liable to User for damages arising from any use of the Information, from errors, omissions or otherwise except in the instance of fraud, misrepresentation or gross negligence. All of Nocodez's rights in and to its Information remain the exclusive property of Nocodez. Neither through this Agreement, nor any disclosure of Proprietary Information hereunder (a) grants to User any right or license under any copyright, patent, mask work, trade secret or other intellectual property right, except solely for the use expressly permitted herein or (b) obligates either Party to disclose or receive any information, perform any work or enter into any agreement.

7. Term: This Agreement shall be effective from the time of usage of this web application (and access of this webpage). The confidentiality and non-use obligations of this Agreement, as they apply to Information disclosed prior to termination, will survive termination indefinitely.

8. Nothing in this Agreement shall preclude either Party from considering, assessing or investing in any other enterprise in the ordinary course of its business, whether or not such enterprise has products or services which compete with those of the other Party, so long as in any such case Confidential Information of NoCodeZ is not disclosed in any manner, either directly or indirectly, to such other enterprise or any other third party. However, the User shall adhere to and follow the ‘Chinese wall’ while evaluating or discussing investment in relation to the same subject matter which forms the Potential Transaction at the same time ensuring that the team and/or representatives who were a part of the Purpose herein do not participate or form a part of the team of the User in such investments (to the extent reasonably possible).

9. Survival: This Agreement shall govern all communications between the Parties. User understands that its obligations under Clause 3 ("Non-disclosure and Non-use Obligations") shall survive the termination of any other relationship between the Parties. Upon termination or at the request of Nocodez, User will promptly deliver to Nocodez, without retaining any copies, all documents and other materials furnished to User by Nocodez or destroy all such documentation and other materials (at the option of Nocodez). The written certification of destruction shall be promptly delivered to Nocodez.

10. Governing Law: This Agreement shall be governed by and construed in accordance with US laws and State of Delaware. The Parties submit themselves to the exclusive jurisdiction to the courts at Santa Clara County, CA or State of Delaware. If any dispute arises between the Parties at any time, it shall be referred to a sole Arbitrator. The Arbitration proceedings shall be in English.

11. Injunctive Relief and Indemnity: A breach of any of the promises or agreements contained herein will result in irreparable and continuing damage to the Nocodez for which there will be no adequate remedy at law, and the Nocodez shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including monetary damages if appropriate). The User shall indemnify the Nocodez for all damages, losses, claims, liabilities, costs or expenses that Nocodez incurs as a result of any violation of any provisions of this Agreement. This obligation shall also include court, litigation expenses, and actual, reasonable attorney’s fees.

12. Assignment: The User may not assign its rights or obligations under this Agreement to a third party without the prior written consent of NoCodeZ

13. General Terms: This Agreement constitutes the entire agreement. No change, modification or waiver to this Agreement will be effective unless in writing and signed by NoCodeZ. Any notice hereunder will be effective upon receipt and shall be given in writing, in English.