The solution, concepts, and contents are confidential.

The following are the terms of an agreement between you, the user and recipient of the confidential content (hereinafter: “Recipient”), and JWLRAI, a brand of NAVTECH PTE. LTD., a company incorporated & registered in Singapore and having its registered office at 101, Cecil Street, #15-12 Tong Eng Bldg, Singapore 069533, and associates, the provider of the solution, disclosing confidential contents under this NON-DISCLOSURE AGREEMENT, (hereinafter: “Disclosing Party”).

By accessing, or using this Web site, you acknowledge that you have read, understand, and agree to be bound by these terms and to comply with them. If you do not agree to these terms, please do not use this Web site.

WHEREAS: The Disclosing Party is interested in facilitating access to its proprietary AI-based solution for Diamond Jewellery through this website and the Recipient is interested in testing and/or using the provided solution, under a free or paid subscription plan selected by the Recipient, and thus entering into a business relationship with each other with respect to Disclosing Party’s proprietary AI-based solution for Diamond Jewellery (“Business Purpose”) and, for this purpose, the Disclosing Party shall disclose Confidential Information (as such term is defined below) to Recipient; and

WHEREAS: The parties are entering into this Agreement in order to assure the confidential exchange of Confidential Information by Disclosing Party to Recipient; and

 WHEREAS: The parties agree to maintain in confidence the essence of their engagement herein,

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:

  1. “Confidential Information” shall mean any non-public information, tangible or nontangible, relating to the Disclosing Party, whether or not technical in nature, including, without limitation, any information that is designated by the Disclosing Party as Confidential Information at the time of its disclosure. Confidential Information shall include, but not be limited to, any information, plans, ideas, know-how, data, analysis, financial and business information, notes, compilations, studies, documents or other information, whether or not in writing, relating to Disclosing Party and/or Disclosing Party’s products, development and/or manufacturing activities and/or the marketing of products, including, but not limited to, financial, commercial or business data, technologies, business and marketing plans, customer lists, price policies, development data of new products, market surveys, suppliers of raw material and any other information otherwise related to the Disclosing Party, its products, and/or the manufacture and/or marketing of its products, including any document, formula, item, specifications, recording, drawings, samples, computer disc or tape which shall come to the Recipient’s knowledge and/or to its possession.
  2. Recipient undertakes to hold all Confidential Information disclosed by Disclosing Party in strict confidence, to use and/or reproduce such Confidential Information only to the extent necessary and permitted in connection with the Business Purpose, to restrict disclosure of such Confidential Information only to its directors, employees and advisors with a need to know, provided that the Recipient obtains from any such persons in advance their written consent to keep the Confidential Information on terms and conditions at least equivalent to those that apply to Recipient pursuant to this Agreement, and not to disclose such Confidential Information to any third party without the prior written approval of Disclosing Party.
  3. The above restrictions on the use or disclosure of Confidential Information shall not apply to any information which Recipient can prove, by written records : (i) such Confidential Information was lawfully received by Recipient free of restriction from another source having the right to so furnish such Confidential Information; (ii) has become generally available to the public without breach of this Agreement by the Recipient; or (iii) that the Recipient is required to disclose pursuant to law, regulations or an order of a court of competent jurisdiction, provided that the Recipient shall notify Disclosing Party in advance and that Disclosing Party shall have been afforded a reasonable opportunity to limit such disclosure.
  4. In the event that, contrary to the provisions of this Agreement, Confidential Information has been disclosed to a third party, or maybe disclosed to a third party or it is reasonably assumed shall be disclosed to a third party, the Recipient shall immediately notify the Disclosing Party thereof and shall promptly provide Disclosing Party with the names and titles of all of those individuals who have/shall have access to the Confidential Information, the names and titles of all of those individuals so disclosing the Confidential Information, as well any other information which Disclosing Party may request.
  5. Recipient acknowledges that all Confidential Information disclosed by Disclosing Party is hereby disclosed for the sole purpose of enabling Recipient to examine the possibility of entering into a business relationship with Disclosing Party, as stated above, and Recipient further acknowledges that the use or disclosure of the Confidential Information may cause the Disclosing Party substantial loss and damages.
  6. The Recipient acknowledges and agrees that nothing contained in this Agreement shall be construed as obliging the Disclosing Party to disclose any and/or all Confidential Information to the Recipient, and the Disclosing Party shall have sole discretion in determining the scope of Confidential Information which it wishes to disclose to the Recipient if any.
  7. The relationship between the parties is that of an independent contractor. Nothing in this Agreement shall constitute or be deemed to constitute a relationship of employer and employee, partnership, joint venture or any other similar joint interest between the parties and neither party shall have the authority to bind the other party or to contract in the name of the other party or to create a liability against the other party in any way whatsoever.
  8. Any documents relating to the Confidential Information and made available to the Recipient by the Disclosing Party and any copies made by the Recipient shall be returned by the Recipient to the Disclosing Party within seven (7) business days of the Disclosing Party’s request and, upon Disclosing Party’s request, Recipient shall promptly provide the names and titles of all of those individuals who have had access to the Confidential Information.
  9. All of the commitments herein undertaken by the Recipient are unlimited in term and shall survive the termination and/or cancelation of this Agreement, for any reason, until such time as the Confidential Information becomes generally available to the public. All such commitments shall be deemed independent undertakings unconditional on the existence or fulfillment of any other undertaking on the part of the Disclosing Party.
  10. Neither this Agreement nor the disclosure or receipt of the Confidential Information shall constitute or imply any promise or intention by the Disclosing Party or the Recipient to enter into any joint venture, business relationship, or transaction of any sort.
  11. Any Confidential Information disclosed or acquired hereunder shall remain the sole property of the Disclosing Party. No license, under any patent, copyright, trademark, or any other intellectual property right of the Disclosing Party, is hereby granted to the Recipient. The Recipient shall not assign its rights under this Agreement to any other person and/or entity.
  12. The failure of either party to enforce at any time any of the provisions of this Agreement or exercise any of its rights, shall in no way be construed to be a waiver of such provision or right, nor shall it in any way affect the validity of this Agreement or any part thereof, or the right of the other party to enforce thereafter each and every provision. Any amendment or supplement to this Agreement shall be effective only if in writing and signed by both parties.
  13. This Agreement shall be entered into, executed, and interpreted in accordance with and subject to the laws of the State of Israel. The competent courts of Tel Aviv-Jaffa shall be the appropriate forum and shall have sole and exclusive jurisdiction with regard to any dispute or controversy arising out of or relating to this Agreement and no other court shall have authority and/or power and/or jurisdiction over this Agreement or part thereof.