BETA PROGRAM AGREEMENT

This beta program agreement (the “Agreement”) is made and entered between:

Individual entrepreneur Skurikhin Valeriy Stepanovich (the “Entrepreneur”), an individual entrepreneur under Russian Federation legislation, on the one hand, and

the “Beta-tester”, on the other hand, details of which are indicated by Beta-tester at the moment of registration in the Application and being admitted to the participation in Beta Program,

1. Preamble.

1.1. The Entrepreneur is developing a web application Tillo.App (“Application”).

1.2. The present beta program agreement is a legal document between Beta-tester and Entrepreneur for the Application identified herein, which includes or may include software, associated media, printed materials, “online” or electronic documentation, and Internet-based services. An amendment or addendum to this Agreement may accompany the Application.

1.3. Beta-tester (including its employees and(or) affiliated persons) agrees to be bound by the terms of this Agreement and(or) all the relevant terms, conditions and policies by accepting these terms in electronic form and(or) by installing, copying, or otherwise using the Application and(or) by installing or using its amended versions.

1.4. The Beta-tester has welcomed Entrepreneur’s invitation to use the Application. Entrepreneur’s intention is to use the feedback and learnings from Beta-tester and other early users to design the next versions of the Application. Based on user feedback, the Application is continuously being enhanced, updated, refined and designed. Beta-tester’s input is valuable to Entrepreneur and Entrepreneur will ask Beta-tester for feedback on the work in progress.

1.5. This Agreement explains the Entrepreneur’s obligations as a business and/or owner of the Application and Beta-tester’s (including its employees and(or) affiliated persons) obligations as an early user of the Application.

2. Principal terms.

2.1. The purpose of the Beta Program (“Beta Program”) is to make alpha, beta, seed, and other pre-release software, pre-release services, and related documentation, materials, and information (collectively, the “Application”) available to Beta Program participants from time to time for the purpose of providing Entrepreneur with feedback on the quality and usability of the Application.

2.2. As part of the Beta Program, Entrepreneur will provide Beta-tester with the opportunity to submit bug reports, questionnaires, enhancement requests, issue reports and(or) support information (collectively, “Feedback”) to Entrepreneur. Entrepreneur may request this information from Beta-tester through the seeding tools as well as by email, web questionnaires, bug forms, telephone and(or) skype conversation and other mechanisms in the automatic and(or) non-automatic mode. By agreeing to this Agreement, Beta-tester agrees that Entrepreneur may contact Beta-tester from time to time about the Beta Program, and Beta-tester hereby consents to receive such communications. Except as otherwise set forth herein, Beta-tester agrees that in the absence of a separate written agreement to the contrary, Entrepreneur will be free to keep and use any Feedback Beta-tester provides.

2.3. The Beta-tester confirms that due to his participation in the Beta Program the are no obligations for the Entrepreneur to provide Beta-tester any preliminary or other versions of the Application.

If Entrepreneur makes a change to this Agreement that, in its sole discretion, is material, he shall you via an Application update or letter to the email address and(or) mobile phone number associated with your account. By continuing to access and(or) use the Application and(or) installing the new version of the Application after those changes become effective, you agree to be bound by the revised Agreement.

2.4. By participating in the Beta Program, Beta-tester certifies that it (and(or) its employees and(or) affiliated persons) is legally permitted to join the Beta Program according to the applicable legislation and accept all the relevant terms of the present Agreement and other relevant documents.

2.5. Unless otherwise agreed or permitted by Entrepreneur in writing, Beta-tester cannot share and(or) transfer Application to any third parties, its parts or other materials Beta-tester received from Entrepreneur in connection with being a Beta Program participant.

2.6. During Beta-tester’s participation in the Beta Program or in a particular seed, Entrepreneur is not obligated to provide Beta-tester with any maintenance, technical or other support for the Pre-Release Software.

3. Costs

3.1. The Application is free to use for Beta-tester during the Beta program stage according to the present Agreement and only for the purpose of Beta Program.

4. Registration Information

4.1. The ID and password (and(or) other data or registration information) Beta-tester uses to login as a Beta Program participant cannot be shared in any way or with any one. Beta-tester is responsible for maintaining the confidentiality of its ID and password (and(or) other data or registration information) and for any activity in connection with its account. Notwithstanding the restrictions herein, Beta-tester may allow such its employees to share Beta-tester’s ID and password (and(or) other data or registration information) for their use in connection with the Beta Program solely under Beta-tester’s supervision and only in accordance with this Agreement. Beta-tester is responsible for such employee’s compliance with and violations of this Agreement, any other agreements or other applicable legislation.

4.2. It is Beta-tester’s responsibility to keep its ID and password (and(or) any other registration information) safe. Beta-tester should notify Entrepreneur as soon as possible if he becomes aware of any misuse of its ID and(or) password (and(or) any other registration information), and immediately change its password.

5. Limitation on Reverse Engineering, decompilation, and disassembly.

The Beta-tester may not reverse engineer, decompile, or disassemble the Application, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation.

6. Usage from different devices.

Beta-tester may use the Application from different devices connected to the internet, including smartphones and others.

7. Transfer to Third Party.

The Beta-tester of the Application has no right to transfer the Application to another Beta-tester and(or) end user without prior written confirmation of the Entrepreneur. In such case, the relevant transfer shall include all component parts, media, printed materials, this Agreement. Prior to the transfer, the transferee Beta-tester and(or) end user receiving the transferred Application must agree to all the Agreement terms.

8. No Rental.

The Beta-tester may not rent, lease, lend or provide commercial hosting services to third parties with the Application.

9. Upgrade, Changes and Discontinuance.

9.1. Entrepreneur is constantly developing and improving the Application. In the circumstances, Entrepreneur reserves the right to change or discontinue, temporarily or permanently, the Application at any time without notice. Beta-tester agrees that Entrepreneur will not be liable to him or any third party for any such modification or discontinuance.

9.2. Entrepreneur reserves the right to alter features or other characteristics of any version of the Application that it released but is under no obligation to do so.

10. Application Availability.

10.1. Entrepreneur will use its best endeavors to make the Application available 24 hours a day, 7 days a week, excluding times during which Entrepreneur experiences unforeseen faults or there is planned downtime, internet service interruptions or unavailability due to causes beyond Entrepreneur’s reasonable control, including, without limitation, acts of god, fires, storms, floods, earthquakes, riot, acts of war, civil unrest or intervention of any governmental authority.

10.2. Entrepreneur will use its best endeavors to provide Beta-tester with reasonably advanced notice of planned downtime, and to schedule planned downtime during off peak hours.

11. Information Transmission.

11.1. Entrepreneur receives various types of information from Beta-tester when it uses the Application. Entrepreneur makes every effort to protect any information received by it. Despite such undertaking, it is possible for internet-based communications to be intercepted.

12. Beta-tester’s Content.

12.1. Notwithstanding Beta-tester’s use of the Application, Beta-tester retains ownership in relation to the content and data submitted to the Application (“Beta-tester’s Content”), except for the rights that will enable Entrepreneur to facilitate Beta-tester’s use of the Application. For this purpose, by signing of this Agreement Beta-tester grants to Entrepreneur a non-exclusive, royalty-free license to use, store, reproduce and display Beta-tester’s Content as is reasonably necessary to facilitate Beta-tester’s use of the Application.

12.2. Entrepreneur will access Beta-tester’s Content as and when necessary in order to analyze how and for what purpose Beta-tester is using the Application or to prevent or address technical faults. Nevertheless, Entrepreneur shall maintain appropriate administrative, physical and technical safeguards in order to protect the security and confidentiality of Beta-tester’s Content.

12.3. Beta-tester warrants and undertakes that

(i) its use of the Application will comply with all applicable laws and will not infringe or violate any Beta-tester’s obligations to any third party;

(ii) its Content will not infringe or violate applicable laws or the rights of any third party;

(iii) it possesses all rights, consents and permissions to submit Beta-tester’s Content to the Application;

(iv) if Beta-tester uses the Application on behalf of any third party (including but not limited to a company or any other person), Beta-tester has all necessary authorizations and its use of the Application will not conflict with any obligations Beta-tester has to any third party;

(v) to the extent that any third parties own rights in Beta-tester’s Content submitted, Beta-tester has taken all steps to ensure that Beta-tester has the rights to submit Beta-tester’s Content to the Application for all purposes related to the Application;

12.4. Entrepreneur reserves the right, in its sole discretion, to remove, modify, prevent access to, or refuse to display Beta-tester’s Content in the event that Entrepreneur believes it violates this Agreement or the applicable law.

12.5. Use of the Application for any purpose not expressly permitted in this Agreement is prohibited. Entrepreneur reserves any rights not expressly granted in this Agreement.

13. Privacy.

13.1. Information collected.

13.1.1. The Application involves collection and storage of data. That data can include personal information. “Personal information” is information about an identifiable individual, and may include information such as, for example, the individual’s name, email address or telephone number.

13.1.2. Entrepreneur may collect Personal information directly from Beta-tester (and(or) its employees and(or) other third persons using the Application by sharing ID and password of Beta-tester) when Beta-tester uses the Application.

13.1.3. By the signing of this Agreement and(or) using the Application, Beta-tester (and(or) its employees and(or) other third persons using the Application by sharing ID and password of Beta-tester) agrees that all data (including login (account name) and(or) data for First Name, Last Name, Gender, Name, e-mail address, mobile phone number, Google and(or) Apple ID and(or) any other information specified by Beta-tester when registering (using) such a login along with the image from its profile page (Beta-tester icon) and the e-mail address) and any other information regarding Beta program shall be processed and stored in accordance with the applicable legislation. Meanwhile Beta-tester (and(or) its employees and(or) other third persons using the Application by sharing ID and password of Beta-tester and(or) other information indicated by the Beta-tester at the moment of registration in Application) agrees that their personal data can be processed and stored by the Entrepreneur and the third party – GOOGLE CLOUD PLATFORM and(or) other cloud systems. It is stated that subject to applicable local legislation (country of Beta-tester’s citizenship or residence) the storage and processing of data will be carried out on GOOGLE CLOUD PLATFORM located in Frankfurt, Germany (regarding Russian residents and(or) citizens) and(or) other cloud systems and(or) located in the other cities and(or) countries (regarding the citizens and(or) residents of the other countries).

13.2. The Entrepreneur receives personal information from Beta-tester about others.

13.2.1. Through Beta-tester uses of the Application, Entrepreneur may collect information from Beta-tester about someone else. If Beta-tester provides Entrepreneur with personal information about someone else, Beta-tester must ensure it is authorized to disclose that information to Entrepreneur and that he may collect, use and disclose such information for the purposes described in this Agreement.

13.2.2. In the circumstances, Beta-tester must take reasonable steps to ensure the individual concerned is aware of and(or) consents to the various matters detailed in the Present Agreement, including the fact that their personal information is being collected, the purposes for which such information is being collected, the intended recipients of that information, Entrepreneur’s identity, and how to contact Entrepreneur.

13.3. Purpose for which personal information is used.

13.3.1. Entrepreneur collects Beta-tester’s (and(or) its employees or affiliated persons) personal information so that Entrepreneur can provide Beta-tester with any related services Beta-tester may request. In doing so, Entrepreneur may use the personal information collected from Beta-tester for purposes related to the Application including to:

(i) perform services;

(ii) notify Beta-tester of changes to the Application;

(iii) carry out training related to the Application;

(iv) comply with applicable laws and regulations;

(v) conduct research and get feedback about the Application from Beta-tester; and/or

(vi) communicate with Beta-tester.

13.3.2. By using the Application and(or) by signing of the present Agreement, Beta-tester consents to its personal information being collected, held and used in this way according to the present Agreement and for any other use Beta-tester authorises.

13.4. Release of personal information.

13.4.1. The Entrepreneur will not disclose Beta-tester’s personal information to a third party unless Beta-tester has provided its express consent. However, Entrepreneur may be required to disclose Beta-tester’s personal information without its consent in order to comply with any court orders or other legal process if such disclosure is required by the applicable law. Where possible and appropriate, Entrepreneur will notify Beta-tester about relevant disclosure.

13.5. Entrepreneur may aggregate Beta-tester’s non-personally identifiable data.

13.5.1. By the signing of this Agreement and(or) using the Application, Beta-tester agrees that Entrepreneur can access, aggregate and use in its sole discretion and without limitations non-personally identifiable data that has been collected through its use of the Application. This data will in no way identify Beta-tester or any other individual.

13.5.2. Entrepreneur may aggregate non-personally identifiable data for the following purposes (but not limited):

(i) to assist Entrepreneur to better understand how its Beta-testers and(or) users, customers and(or) prospective customers are using the Application; and

(ii) to provide its Beta-testers and(or) users, customers and(or) prospective customers with further information regarding the uses and benefits of the Application;

(iii) to achieve other goals not prohibited by the applicable law.

13.6. Entrepreneur endeavors to protect Beta-tester’s information (including Beta-tester’s Content).

13.6.1. Entrepreneur is committed to protecting the security of Beta-tester’s information and Entrepreneur takes all reasonable precautions to protect it from unauthorised access, modification or disclosure. Beta-tester’s information is stored on secure servers. However, the internet is not in itself a secure environment and Entrepreneur cannot give an absolute assurance that Beta-tester’s information will be secure at all times. Transmission of information over the internet is at Beta-tester’s own risk and Beta-tester should only enter, or instruct the entering of, information to the Application within a secure environment.

13.6.2. Entrepreneur will advise Beta-tester at the first reasonable opportunity upon discovering or being advised of a security breach where its information is lost, stolen, accessed, used, disclosed, copied, modified, or disposed of by any unauthorised persons or in any unauthorised manner.

13.7. Cookies.

13.7.1. The Application may make use of “cookies”. A cookie is a small text file that is stored on Beta-tester’s device for record-keeping purposes. A cookie does not identify Beta-tester personally or contain any other information about Beta-tester but it does identify Beta-tester’s device.

13.7.2. Beta-tester can set its browser to notify Beta-tester when it receives a cookie so that Beta-tester will have an opportunity to either accept or reject it in each instance. However, Beta-tester should note that refusing cookies may have a negative impact on the functionality and usability of the Application.

14. Entrepreneur Intellectual Property.

14.1. Entrepreneur shall at all times retain full ownership and all rights in respect of the Application, its business, products and services. Beta-tester agrees that the aforesaid is protected by copyrights, trademarks, patents, trade secrets, know-how and other related proprietary rights and laws regardless of whether or not they are registered.

14.2. Entrepreneur welcomes Beta-tester’s feedback as an early user. Beta-tester’s feedback, suggestions and(or) recommendations may result in a refinement or evolution of the Application and/or the Entrepreneur business, products and services. Intellectual Property in relation to Entrepreneur’s Application, business products and(or) services that is produced, created, compiled, devised, gained, learnt or brought into being shall vest fully in Entrepreneur.

14.3. Entrepreneur shall have the right to protect, exploit, defend, claim relief and damages, assign and transfer any rights and perform any other act that an owner of intellectual property is entitled to perform in respect of its intellectual property, as Entrepreneur deems appropriate.

14.4. Beta-tester undertakes that it shall not at any time or in any place claim any rights in and to, and(or) make application to register, use or challenge the validity of any Entrepreneur intellectual property for Beta-tester’s benefit and(or) the benefit of any third party.

14.5. Beta-tester agrees not to sell, resell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of the Application or any of Entrepreneur’s other products and/or services.

15. Confidentiality.

15.1. By virtue of Beta-tester’s use of the Application and Entrepreneur’s approach of sharing ideas early in order to Beta-tester’s input, the Parties will become possessed of and will have access to information or data in whatever format which by its nature or content is identifiable as confidential and/or proprietary, or by its nature could reasonably be expected to be confidential (“Confidential Information”). Having regard for the aforegoing, the Parties require of each other strict adherence to, and respect for, the confidentiality undertakings set out in this Agreement.

15.2 Unless the relevant Party has the prior written consent of the other or unless required to do so by law, each Party will preserve the confidentiality of all Confidential Information obtained in connection with this Agreement. Neither Party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.

16. Third Party Products, Services or Software.

16.1. The Application may contain links to, or otherwise may allow Beta-tester to connect to and use, certain third party products, services or software (collectively hereinafter referred to as “Other Products”).

16.2. Beta-tester acknowledges that different terms of use and(or) privacy policies may apply to Beta-tester’s use of such Other Products. Entrepreneur does not endorse such Other Products and in no event shall Entrepreneur be responsible or liable for the Other Products of such third party providers.

17. No Warranty.

17.1. Entrepreneur gives no warranty about the Application.

17.2. Entrepreneur and(or) its licensors and(or) contractors make no warranty that:

(i) the Application will meet Beta-tester’s and(or) other person’s requirements,

(ii) the Application will be uninterrupted, timely or error-free,

(iii) the results that may be obtained from the use of the Application will be accurate or reliable, and

(iv) the quality will meet Beta-tester’s and(or) other person’s expectations. These difficulties may result in loss of data, personalization settings or other service interruptions. For this reason, Beta-tester agrees that, except as explicitly stated otherwise in this Agreement, the Application is provided on an “as is” and “as available” basis, without warranties of any kind. Entrepreneur (and(or) its licensors and(or) contractors) expressly disclaim all warranties of any kind as to the Application and all information and other content (including that of third parties) included in or accessible from the Application, whether express or implied, including, but not limited to, the implied warranties of fitness for a particular purpose. Entrepreneur does not assume responsibility for the timeliness, deletion, mis-delivery, or failure to store any user data, communications, or personalization settings.

18. Limitation of Liability.

18.1. Beta-tester agrees that neither Entrepreneur nor any of its licensors, suppliers, third party developers, account providers or any of their affiliates will be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, opportunity, goodwill, use, data or other intangible losses irrespective of the cause of any such damages.

18.2. Without derogating from the generality of the aforegoing, Entrepreneur will not be responsible and(or) liable for:

(i) any interruption, malfunction, downtime or other failure of the Application for whatever reason;

(ii) any loss or damage in respect of data, directly or indirectly, caused as a result of any malfunction of the Application or related database system or network, unlawful access to or theft of data, computer viruses or destructive code on the Application or related database, system or network, programming defects or negligence;

(iii) the deletion, adjustment, damage or loss of Beta-tester’s Content as a result of Beta-tester’s error;

(iv) any loss and(or) damage from Beta-testers (and(or) its employees or affiliated persons) failure to comply with point 4.1 and(or) 4.2 herein,

(v) any damages the Beta-tester or any third party may suffer as a result of the transmission of confidential or personal information that Beta-tester submits through the internet, or for any errors or any changes made to any transmitted information,

(vi) any damage or loss caused or alleged to be caused by or in connection with Beta-tester’s access or use of any such Other Products, or Beta-tester’s reliance on the privacy practices or other policies of such Other Products.

(vii) or any other event over which Entrepreneur has no direct control.

19. Termination.

19.1. The Entrepreneur reserves the right to modify the present Agreement and(or) terms, conditions, and policies of this Beta Program from time to time, and to revoke in its sole discretion Beta-tester’s participation in this Beta Program or refuse to permit use of the Application for any or no reason whatsoever, at any time without any liability. The Entrepreneur shall notify Beta-tester about any of the relevant changes via an Application update or letter to the email address associated with Beta-tester’s account (and(or) indicated at the moment of registration or provided to the Entrepreneur by any Beta-tester’s duly authorized representative) and(or) via mobile phone number associated with Beta-tester’s account (and(or) indicated at the moment of registration or provided to the Entrepreneur by any Beta-tester’s duly authorized representative). By continuing to access and(or) use the Application and(or) installing the new version of the Application after those changes become effective, Beta-tester agrees to be bound by the revised terms, conditions, and policies.

19.2. Without limiting the forgoing, Entrepreneur may terminate Beta-tester’s license and preclude Beta-tester from accessing and using the Application:

(i) if Beta-tester fails to comply with this Agreement;

(ii) if Beta-tester uses the Application in a way that creates or could create liability for Entrepreneur;

(iii) if Beta-tester hinders use of the Application by another user;

(iv) if a law enforcement, judicial body, or other government agency requests Entrepreneur to do so.

Any such termination shall be enforced in Entrepreneur’s sole discretion, and Entrepreneur will not be responsible to Beta-tester or any third party for any damages that may result or arise out of such termination.

19.3. Beta-tester may terminate this Agreement at any time by sending an email to v.s.skurikhin@gmail.com.

20. Effect of Termination.

20.1. Upon termination by either Beta-tester or Entrepreneur, beta-tester will no longer have access to the Application.

20.2. Every clause in this Agreement that by its nature should survive termination shall survive termination, including, without limitation, Intellectual Property, Confidentiality, Limitation of Liability, Notices and Disputes.

21. Whole Agreement.

21.1. This Agreement contains the entire Agreement between Beta-tester and Entrepreneur in regard to the subject matter hereof. If any provision of the present Agreement shall be unlawful by the court decision, void, or for any reason unforceable, it shall not affect the validity and enforceability of any remaining provisions.

22. Notices.

22.1. Beta-tester hereby consents to receiving notices from Entrepreneur by way of electronic communications and agrees that all notices and other communications provided to him electronically satisfy any legal requirement that such communications be in writing. Electronic communications may be via an Application update or letter to the email address associated with Beta-tester’s account (and(or) indicated at the moment of registration or provided to the Entrepreneur by any Beta-tester’s duly authorized representative) and(or) via mobile phone number associated with Beta-tester’s account (and(or) indicated at the moment of registration or provided to the Entrepreneur by any Beta-tester’s duly authorized representative).

22.2. All notices to Entrepreneur shall be addressed info@tillo.app, v.s.skurikhin@gmail.com.

23. Disputes.

23.1. Entrepreneur wants Beta-tester to have an exceptional experience with Entrepreneur and Entrepreneur therefore encourages Beta-tester to contact Entrepreneur in case of any concern or any difficulties when using the Application. Entrepreneur will do its utmost to resolve any issue.

23.2. In the event that the Parties are unable to reach a resolution and formal proceedings are required, Beta-tester and Entrepreneur agree that this Agreement shall be governed by and construed in accordance with the law of Singapore. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (‘SIAC Rules’) for the time being in force which rules are deemed to be incorporated by reference into this clause. The law of the arbitration shall be the International Arbitration Act 1994, Singapore (Cap 143A). The language of the arbitration shall be English. The place of arbitration shall be Singapore.

24. General.

24.1. This Agreement is not assignable or transferable by Beta-tester, except with Entrepreneur’s prior written consent. The Entrepreneur may transfer, assign, or delegate this Agreement and the rights and obligations without any Beta-tester’s consent and without any other limitations.

24.2. Beta-tester understands and agrees that participation in the Beta Program is voluntary, the Parties are independent contractors, and nothing in this Agreement shall be construed as creating a legal partnership, franchise, joint venture, agency, fiduciary or employment relationship between Beta-tester (and(or) its employees and(or) affiliated persons) and Entrepreneur, or as authorizing either Party to act as agent for the other. The Parties will maintain their separate identity. Neither Party nor any of its employees will hold themselves out as agents or employees of the other Party. At no time will either Party make any commitments or incur any charges or expenses for, or in the name of the other Party.

ENTREPRENEUR’s contact details:

Individual Entrepreneur Skurikhin V.S.

Address: Apt. 81, H. 3, Dargomyzhskogo st., Novosibirsk, Russia

State registered number (OGRNIP) 304540236300311

Tax identification number (INN) 540219918591

E-mail: v.s.skurikhin@gmail.com

Date of Last Revision: January, 2019