This Mutual Non-Disclosure Agreement (hereinafter – the “Agreement”) constitutes an integral part of the Investment Advisory Agreement. By signing the Investment Advisory Agreement, you agree to and accept the terms of this document.

WWay Corp., a legal entity duly incorporated under the laws of Seychelles, under company number 247483, with offices located at: 306 Victoria House, Victoria, Mahé, Seychelles, operates under the brand “White Way”, hereinafter referred to as the “Discloser”

The Client is the “Recipient”

1.    DEFINITIONS
1.1      Purpose – these terms apply when one Party (the "Discloser") discloses Confidential Information to the other Party (the "Recipient") for the proper performance of contractual obligations. The Confidential Information may belong to the Discloser or to a third party to whom the Discloser owes a duty of confidence.
1.2      Affiliates – with respect to a Party, means any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, provided that such entity is not reasonably considered a competitor by the other Party.
1.3      Confidential Information – any and all information and data disclosed by the Discloser to the Recipient, in whatever form or medium, whether disclosed orally, in writing, or electronically, including but not limited to:
-      patent and patent applications, trade secrets, proprietary information, ideas, samples, techniques, methods, technology, works of authorship, models, inventions, know-how, processes, equipment, prices, software, customer and partner information and identities;

-      information related to past, current, and future products and services, including research, development, financial matters, business plans and strategies, procurement, manufacturing, investors, employees, business relationships, forecasts, sales and marketing plans, and any improvements thereof;

-      drafts of agreements or information communicated between Recipient and Discloser;

-      information available in the premises of the Discloser entered by the Recipient or representatives thereof;

-      information received from others that the Discloser is obligated to treat as confidential;

-      investment strategies, portfolio allocation models, and risk management methodologies disclosed by the Discloser;

-      data related to digital wallets, sub-accounts, private keys, access credentials, and authentication mechanisms;

-      mechanisms of execution of trades, including trading algorithms, order routing, exchange integrations, liquidity provision, and settlement procedures;
-      supporting tools and auxiliary means used in analysis, monitoring, reporting, and automation of investment or trading activities;

-      any other information concerning operational, technical, or organizational processes related to the implementation of investment or trading strategies.
1.4      Specified Services – digital resources Designated for the exchange of Confidential Information, including:
-      Telegram messenger, with communication conducted exclusively through Telegram unique identifiers specified by the Discloser;

1.5      Authorized Accounts – the trading accounts, sub-accounts, digital wallets, exchange accounts, API keys, email addresses, and communication identifiers expressly designated in writing by the Discloser for the purposes of accessing trading platforms, executing transactions, or using the Specified Services.
1.6      Communication Channels – the official means of communication between the Parties, limited to:
-      Google Mail under the domain @...com[НАА1] ;

-      Telegram messenger.
Any use by the Recipient of services or messengers not specified herein constitutes a violation of this Agreement and entails liability.
1.7      Confidential Nature – all information contained in the Specified Services, accessed through the Authorized Accounts, or transmitted via the Communication Channels, shall be deemed Confidential Information within the meaning of this Agreement.
1.8      Obligations of Confidentiality – the duty of the Recipient to protect, preserve, and refrain from unauthorized use or disclosure of Confidential Information, both during the term of this Agreement and after its termination, regardless of the manner of disclosure.
1.9      Disclosure – the act or omission resulting in the transmission of Confidential Information to unauthorized persons. Disclosure may occur in two forms:
-      Active Disclosure – intentional acts of the Recipient, such as transmitting, copying, or verbally communicating Confidential Information to third parties;

-      Passive Disclosure – negligent or careless inaction of the Recipient, resulting in unintentional exposure of Confidential Information, including failure to secure documents, data, or communication channels.

2.    CONFIDENTIALITY FRAMEWORK
2.1      Confidential Information shall not include information or matter that the Recipient can provide substantial documented evidence that:
a)    was already known to the Recipient prior to Disclosure and such prior knowledge can be demonstrated by the Recipient by dated, written records;

b)   is independently developed by or for the Recipient without reference to or use of the Confidential Information which can also be demonstrated by the Recipient by dated records; or

c)    which at the time of Disclosure by the Discloser is generally available to the public or thereafter becomes generally available to the public other than through a breach of any obligation under this Agreement caused by an act or omission on the part of the Recipient.

The burden of demonstrating the applicability of any of the exceptions in this Section 2 shall be upon the Party seeking to rely on the exception.
2.2      Recipient shall keep the Confidential Information in strict confidence and trust, using at least the same degree of care and discretion to avoid Disclosure, publication and/or dissemination of Confidential Information as it uses with its own most confidential information, and in any event no less than reasonable care.
In the event of any loss by the Recipient of access to a device containing Confidential Information, the Recipient shall notify the Discloser within 24 (twenty-four) hours.
During the term of this Agreement and the period described in Section 9, neither Party shall:
a)    use or exploit any Confidential Information received by it in any way detrimental to the Discloser or for any reason other than in furtherance of the Purpose;

b)   disclose or make available to any third parties any Confidential Information received by it without the prior written consent of the Discloser (except as provided herein);

c)    and reproduce, reverse engineer, or otherwise discover the underlying intellectual property or technology contained in the Confidential Information, except with the express written authorization from the Discloser.

Failure by the Recipient to comply with the above requirements is a violation of this Agreement and entails liability.

3.    PERMITTED USE AND DISCLOSURE
3.1      The Confidential Information may be disclosed pursuant to the requirement or request of a governmental agency or court of competent jurisdiction to the extent such Disclosure is required by a valid law, regulation or court order, provided that:

a)     within 24 (twenty-four) hours and in any event prior to Disclosure of any Confidential Information, Recipient shall notify the Discloser of the existence, terms and circumstances surrounding such a request;

b)     Recipient shall cooperate with the Discloser in the event the Discloser elects to contest such Disclosure or seek a protective order or other appropriate remedy, at Discloser’s cost;

c)     in any event, Recipient shall only disclose the exact Confidential Information or portion thereof specifically requested by such order or proceeding; and

d)     in any event, the Recipient shall disclose only that portion of the Confidential Information requested by such order or procedure.

Failure by the Recipient to comply with the above requirements is a violation of this Agreement and entails liability.

4.    OWNERSHIP AND REMEDIES
4.1      Confidential Information disclosed pursuant to this Agreement shall remain the sole property of Discloser. Neither this Agreement nor any Disclosure of Confidential Information grants Recipient a license or right to use Confidential Information, except as expressly provided herein. Upon Discloser’s written request or termination subject to Section 9 herein, Recipient will promptly return all Confidential Information received from Discloser, including all copies, or upon Discloser’s election, will certify in writing that all such Confidential Information and copies have been destroyed (or, in the case of electronic embodiments, permanently erased).
4.2      Each Party acknowledges that damages for improper Disclosure of Confidential Information may be irreparable; therefore, in addition to all other remedies available to it, Discloser shall be entitled to seek equitable relief, including an injunction to prevent actual or threatened use and/or Disclosure of the Confidential Information, without necessity of posting bond.

5.    LIABILITY AND DAMAGES
5.1      Discloser provides Confidential Information solely on an “AS IS” basis and “with all faults.” No responsibility or liability is accepted or shall be imposed upon the Discloser regarding the accuracy, merchantability, completeness or suitability of its Confidential Information.
5.2      The Discloser does not make any representation or warranty with respect to the non-infringement of third-party intellectual property rights with respect to its respective Confidential Information.
5.3      The Discloser shall not have any liability or responsibility for errors or omissions in, or any business decisions made by Recipient in reliance on, any Confidential Information disclosed under this Agreement.
5.4      In the event that the Confidential Information is disclosed by the Recipient, the Recipient shall be liable for all actual damages suffered by the Discloser, including any lost profits, resulting from the unauthorized Disclosure of such information.
5.5      The Recipient acknowledges and agrees that the actual damages suffered by the Discloser may be difficult to determine and may exceed the amount of the liquidated damages provided for in this Agreement. Therefore, the Recipient agrees to indemnify and hold the Discloser harmless for any and all actual damages and lost profits resulting from the unauthorized Disclosure of the Confidential Information, including any costs incurred in connection with enforcing its rights under this Agreement.
5.6      The payment of liquidated or actual damages shall not release the Recipient from any obligations under this Agreement.
5.7      In addition to the actual damages and lost profits suffered by the Discloser, the Recipient shall also be liable to pay a penalty of 10,000 (Ten thousand) US dollars for each unauthorized Disclosure of Confidential Information, regardless of whether such disclosure caused any actual damages or losses to the Discloser. This penalty shall be paid in addition to any actual damages and lost profits suffered by the Discloser and shall not be considered as a substitute for such damages.
5.8      In the event that the Confidential Information is disclosed by the Recipient, the Recipient shall be liable under administrative and criminal legislation in accordance with applicable law.
5.9      The Parties expressly acknowledge that the remedies provided in this Section are cumulative, and the exercise of any one remedy shall not preclude the Discloser from pursuing any other remedies available at law or in equity.

6.    TERM AND TERMINATION
6.1      Discloser and Recipient hereby intend and agree that this Agreement shall be effective as of the date of signing the Investment Advisory Agreement and shall remain in full force and effect thereafter, as if this Agreement had been executed on that same date.
6.2      This Agreement may be terminated only simultaneously with the termination of the Investment Advisory Agreement.
6.3      Unless otherwise agreed to in writing by the Parties, the obligations with respect to the non-use, non-disclosure, and protection of the Confidential Information received prior to the termination of this Agreement shall survive any expiration or termination of this Agreement for a period of five (5) years from the date of any such termination.
6.4      Notwithstanding the foregoing, the obligations with respect to the non-use, non-disclosure, and protection of the Confidential Information which also constitutes a trade secret shall survive any expiration or termination of this Agreement indefinitely.
6.5      The Parties expressly acknowledge that termination of this Agreement shall not affect any rights, remedies, or obligations accrued prior to such termination, including without limitation claims for damages resulting from any breach of this Agreement.

7.    GENERAL PROVISIONS
7.1      No Party may assign its rights or delegate its duties or obligations under this Agreement without the other Party’s prior written consent. For the avoidance of any doubt, merger, asset purchase, change of control or any similar transaction shall not be considered as “Assignment under this Agreement.”
7.2      This Agreement does not create any agency, partnership or other such relationship between the Parties. The furnishing by the Parties of Confidential Information hereunder shall not obligate the Parties to enter into any further agreement or negotiation with respect to the Project or imply or confirm any intention to enter into any contract or other business relationship.
7.3      No provision of this Agreement will be deemed waived and no breach or default excused unless the waiver or excuse is in writing and signed by the Party issuing it. A waiver of any provision or breach shall not constitute a waiver of any other provision or subsequent breach.
7.4      If any provision contained in this Agreement is, for any reason, held to be invalid or unenforceable in any respect under the laws of any jurisdiction where enforcement is sought, such invalidity or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid or unenforceable provision were not present.
7.5      This Agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the Republic of Seychelles. The Parties agree that any dispute or claim that arises out of or in connection with this Agreement or its subject matter shall be submitted to the exclusive jurisdiction of the courts of the Republic of Seychelles. The Parties shall make reasonable efforts to settle any disputes through negotiations. In the event that any dispute or claim cannot be resolved through negotiations, such dispute or claim shall be resolved by the courts at the place of registration of the Recipient in the Republic of Seychelles.
7.6      This Agreement is the entire agreement relating to this subject, and replaces all other such agreements between the Parties, oral or written. This Agreement may only be amended by a written agreement signed by both Parties.