Piecewise Platform Confidentiality Agreement & Terms of Service
Piecewise, Inc.

This Confidentiality Agreement (the “Agreement”), dated as of the date of signing up for the app (the “Effective Date”), is between Piecewise, Inc., a Delaware corporation (“the Company”), and the undersigned app user (“the Participant”, and together with Company, the “Parties”, and each, a “Party”).

In connection with the Participant’s participating in downloading the app, which provides access to the Company’s mobile application (the “App”), conducted by the Company, the Company may disclose to the Participant, or the Participant may otherwise receive access to, the App and Confidential Information (as defined below). The Participant shall use the App and Confidential Information solely for their participation in using the App (and not in any way detrimental to the Company) and, subject to Section 3, shall not disclose or permit access to the App or Confidential Information. Recipient shall not copy or reproduce (including through photography) the App or Confidential Information without the prior written consent of the Company. The Participant shall use its best efforts to safeguard the App and Confidential Information from unauthorized use, access, or disclosure. The Participant shall promptly notify the Company of any disclosure of or unauthorized use of the App or Confidential Information and take all reasonable steps to prevent further use or disclosure.

“Confidential Information” means all non-public, proprietary, or confidential information and whether provided or disclosed on, or after the date hereof relating Company, and their customers’, suppliers’ and other third parties’ business affairs including, without limitation, finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies; unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, unpublished patent applications and other confidential intellectual property; all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing; all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials (the “Notes”) prepared by or for the Participant that contain, are based on, or otherwise reflect or are derived from, in whole or in part, any of the foregoing; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of the Participant’s act or omission; (b) is obtained by the Participant on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; or (c) was in the Participant’s possession, as established by documentary evidence, prior to the Company’s disclosure hereunder. Confidential Information also includes: (x) the fact that the Participant is participating in using the App, (y) the identity of and nature of the App, which is included in the act of downloading; and (z) any terms, conditions, or arrangements discussed (in writing or orally) in the use of the App.

If the Participant is required by applicable law or a valid legal order to disclose any Confidential Information, Participant shall, prior to such disclosure, notify Company of such requirements so that the Company may seek a protective order or other remedy, and the Participant shall reasonably assist the Company therewith at the Company’s sole cost and expense. If the Participant remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that, on the advice of legal counsel, the Participant is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

The Company has no obligation under this Agreement to disclose any Confidential Information. The Company provides the App and all Confidential Information without any representation or warranty, expressed or implied, as to the accuracy or completeness thereof, and the Company will have no liability to Participant or any other person relating to the Participant’s use of any of the App or Confidential Information or any errors therein or omissions therefrom.

The Company retains its entire right, title, and interest in and to the App and its Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title and interest to the Participant or any other person.

At the conclusion of the user’s use of the App, the Participant shall return to the Company all Confidential Information and all Notes in its possession. To the fullest extent permitted by applicable law, the Participant shall not reverse engineer the App or any product or decompile the App or any software of the Company or related materials.

The Participant may from time to time provide suggestions, comments, or other feedback (“Feedback”) to the Company with respect to the App and Confidential Information. The Participant agrees that all Feedback is and shall be given voluntarily. The Participant hereby assigns ownership of such Feedback to the Company and the Company shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

The Participant acknowledges and agrees that any breach of this Agreement will cause injury to the Company for which money damages would be an inadequate remedy and that, in addition to remedies at law, the Company is entitled to seek equitable relief as a remedy for any such breach.

This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws provisions of such State. Any legal suit, action or proceeding relating to this Agreement must be instituted in the federal or state courts located in New York. Each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

All notices must be in writing and addressed to the relevant Party at its address set forth in the preamble (or to such other address such Party specifies in accordance with this Section 10). All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective upon actual receipt.

This Agreement constitutes the entire agreement of the Parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral, with respect to such subject matter. This Agreement may only be amended, modified, waived or supplemented by an agreement in writing signed by the Parties.