Licensing agreement

Introduction

This agreement sets out the terms and conditions under which GRUNDLAGEN TECHNOLOGIE LTD, registered under the number 434416 and located at 47A, Omonoias Avenue, 1st floor, 3052, Limassol, Cyprus (the «Copyright Holder»), will provide services to any individual who has agreed to the terms set forth below in one of the ways specified in the Agreement («User»).

Whereas the Copyright Holder has developed, maintains and provides access to a Mobile Application known as Joono («Mobile Application»); and Taking into account that the User wishes to access and use the Platform and receive the relevant support services, the Parties hereby agree to enter into an agreement for the provision of rights and services on the terms set out below.

GENERAL TERMS AND CONDITIONS

Terms
For the purposes of the Agreement, any term marked with an initial capital letter has the following meaning:

«Mobile Application (Application)» means a computer program called «Joono» intended for use on mobile devices (with the IOS operating system pre-installed), which is installed by the User to implement the interaction between the User and the Copyright Holder provided for in this Agreement, as well as to perform other functions available to the User within the framework of using the Joono Mobile Application.

«License» means the non-exclusive right of the User to use the Mobile Application in the manner and on the terms established by the Agreement. The license is considered granted from the moment the User performs the actions specified in Section 3 of the License Agreement.

«License Agreement (Agreement)» means the text of this document with all appendices, amendments and additions thereto, displayed when installing or starting to use the Application.

«Basic Version» means a Mobile Application with limited functionality.

«Extended Version» means a Mobile Application that includes software applications, add-ons, data and commands that extend its functionality after installation and/or activation on a Mobile Device.

«Trial Period» means the period for which the license for the Extended Version is initially granted without paying a license fee. The duration of the Trial period is 7 (seven) calendar days, unless otherwise specified in the tariffs of the Copyright Holder.

«Mobile device» means a mobile phone, communicator, smartphone, tablet, or other device that allows you to use a Mobile Application for its functional purpose.

«Content» includes any designations and informational materials, both uploaded and created in the Mobile Application, including text, graphics, audiovisual and other materials that Users can transmit through the Mobile Application

«Documentation» means any material describing the use and operation of the Platform.

«Technical Support» means the services provided for the configuration, maintenance, adaptation and modification of the Platform or the elimination of errors in it, as well as the provision of updates and additional software modules, other actions provided for by the Agreement.

«Tariffs» are the tariff rates posted and/or available in the Mobile Application, applied by the Copyright Holder to calculate the amount of the license fee for granting a License for the corresponding version.

2 General conditions.

The License Agreement is concluded between the Copyright Holder and the User of the Mobile Application by performing certain actions by the User.

The User’s installation of a Mobile Application on a Mobile Device, any use of it means his full and unconditional acceptance of the terms of the Agreement. If the User does not accept the terms of the Agreement in full, the User must refuse to use the Mobile Application for any purpose.

The mobile application is designed to process photos and videos with the ability to create an AI (Artificial Intelligence) Avatar.

To download the Mobile Application to the User’s Mobile Device and continue using the Mobile Application, a password, an Apple ID may be required. The User is solely responsible for the safety of access details and other details specified when downloading the Mobile Application.

Based on the License Agreement, the User has the opportunity to use the Mobile Application with all the functionality provided to it according to the descriptions specified by the Copyright Holder.

Granting rights to the Application.

From the moment of conclusion of this Agreement, the Copyright Holder grants the User the right to use the Application in the appropriate version on the terms of a simple (non-exclusive) License on the territory of all countries of the world for a specified period.

In order to conclude this Agreement with respect to the Basic Version and the Extended Version for the Trial Period, it is sufficient for the User to perform the following actions:

a. installation by the User of the Mobile application in the memory of the Mobile device;

b. playback (launch) The Mobile Application on the User’s Mobile Device for the purposes defined in clause 2.3. of the License Agreement, and the use of the Mobile Application functionality.

The performance of the above actions confirms the familiarization and full unconditional acceptance by the User of the conditions set forth in this document, and creates an agreement between the User and the Copyright Holder on the above conditions.

The User has the right to use the Basic Version in accordance with the terms of this Agreement in the following ways:

a. Launch and use of the Basic Version for its functional purpose on a Mobile device.

The validity period of the License for the Basic version is not limited.

There is no fee for using the features of the Basic Version.

The license to use the Extended Version is granted to the User on the basis of the User’s request sent by him to the Copyright Holder using the functionality of the Mobile Application, and constitutes a separate license agreement under the terms of this Agreement.

The User is considered to have expressed his will to grant the right to use the Extended Version in cases where:

— The User has activated the option of non-acceptance debiting funds in favor of the Copyright Holder on account of payment of the license fee (subscription); or

— the User’s consent to the non-acceptance debiting of funds for the payment of the license fee (subscription) is a prerequisite for sending the User’s request for a License for the Extended Version, and the User has not withdrawn such consent at the time of expiration of the License for the Extended version for the period specified in the Tariffs.

As part of the License for the Extended Version, the Copyright Holder provides the User with the opportunity: download, install and launch software applications and add-ons to the Basic Version on the User’s Mobile Device or activate additional commands and codes to update the Basic Version;

a. download, install and launch software applications and add-ons to the Basic Version on the User’s Mobile Device or activate additional commands and codes to update the Basic Version;

b. use the functionality of the Basic Version, as well as additional functionality of the Extended version in accordance with their description.

The license for the Extended version is provided on condition of payment of the license fee according to the Tariffs of the Copyright Holder. The payment of the established license fees is possible using the payment methods and payment service operators specified when purchasing the License.

The validity period of the License for the Extended Version is determined according to the terms of the Copyright Holder’s Tariffs on the date of payment of the license fee.

The User has the right to use the Extended version of the Mobile Application without paying a license fee, provided that the Trial Period is activated during the Trial period. The ways of using the Mobile Application during the Trial Period are identical to the License terms of the Extended version of the Mobile Application.

After the Trial Period expires, the License to use the Extended version of the Application is granted to the User from the moment of payment of the license fee set for it according to the Tariffs of the Copyright Holder.

Technical and consulting support.

The Owner undertakes to: provide technical support services at the request of the User; inform the User about changes in the functionality of the Mobile Application of the Mobile Application by publishing relevant information on the app purchase page in the App Store; provide access to Platform updates. operate the Platform in strict accordance with the Documentation;

The User undertakes to: operate the Platform in strict accordance with the Documentation; take measures to prevent unauthorized interference in the operation of the Platform and its unauthorized replication by third parties; use the Platform in accordance with the Agreement;

The User must not directly or indirectly: copy any features or graphics of the Platform or documentation for any purpose other than those expressly permitted in this Agreement; sublicense, resell, lease, distribute, sell, commercialize, or otherwise transfer rights or use of the Platform or Documentation; violate the integrity or performance of the Platform; allow direct or indirect access to the Platform or documentation, and make any copies of the Platform or documentation in a manner that circumvents the contractual restriction of use.

In case of violations, the Copyright Holder has the right to delete or restrict access to any information posted in the Mobile Application without prior notification to the User and without explanation.

Restrictions

Copy any features or graphics of the Platform or documentation for any purpose other than those expressly permitted in this Agreement; In case of violations, the Copyright Holder has the right to delete or restrict access to any information posted in the Mobile Application without prior notification to the User and without explanation.

Ownership

The Copyright Holder retains the exclusive right to the Mobile Application, Documentation and other materials that have become available to the User in connection with the use of the Application. The Application name, logo, trade names and trademarks belong to the Copyright Holder, and the User is not granted any right to use any of the above, except as expressly permitted in this Agreement. The application is protected by applicable legislation, including international legislation on the protection of intellectual property rights.

The User understands, accepts and agrees that the Copyright Holder collects and stores Content in its databases. The User grants the Copyright Holder, free of charge, a limited non-exclusive right to collect, store and analyze Content data, including data on the process of working with Content, up to transfer (upload) Content to the User in order to improve and further develop the Application.

The Copyright Holder retains a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, copy, modify or distribute, including by including in the Mobile Application or any other product or service belonging to the Copyright Holder, any suggestions, requests for improvement, recommendations or other feedback provided by the User related to software or any other product or service owned by the Copyright Holder.

Limitation of liability

The Application is provided on an «as is» basis. The application is not a distributor of photos and other graphic materials, working only with materials provided by the users themselves. The Copyright Holder does not provide any guarantees regarding the error-free and uninterrupted operation of the Application or its individual components and/or functions, the Application’s compliance with specific User goals, does not guarantee the reliability, accuracy, completeness and timeliness of data, and also does not provide any other guarantees not expressly specified in this License.

The Copyright Holder is not responsible for any direct or indirect consequences of any use or inability to use the Application and, or losses caused to the User and, or third parties as a result of any use, non-use or inability to use the Application or its individual components and /or functions, including due tofor possible errors or failures in their work, except in cases expressly provided for by law.

Neither Party shall be liable for any lost profits or revenue or for any indirect, special, punitive, incidental, or consequential damages arising under the Agreement and whether or not that Party has been advised of the possibility of such damages.

The liability of either Party arising out of or related to this Agreement shall not exceed in aggregate the total amount paid by the Client under the Agreement, except as provided for in the Agreement and the Law.

Use by children

By default, access to the application is provided for persons over the age of 18, assuming that you have reached the specified age. You are responsible at your own risk for using the application if you do not reach the age of permitted use. It is assumed that you have been granted permissions and you have the right, by virtue of your age, to use photos and graphic materials to work with the Application. If you do not reach the legal age, your parents or other persons with custody rights are responsible for working with the application.

Other terms and conditions

This License applies to all subsequent updates/new versions of the Application. By agreeing to the installation of an update/new version of the Application, the User accepts the terms of the corresponding License for the corresponding updates/ new versions of the Application, unless the update/ installation of a new version of the Application is accompanied by another License Agreement.

The processing of information provided by the User when using the Mobile Application about himself and /or third parties, as well as information obtained during such use in automatic mode, is carried out by the Copyright Holder in accordance with the Privacy Policy available for viewing at the first launch of the Application.

All disputes under the Agreement or in connection with it are subject to consideration in the court of the country of the Copyright Holder.

This Agreement may be amended or terminated by the Copyright Holder unilaterally without prior notice to the User and without payment of any compensation in this regard

Signatures of Owner

GRUNDLAGEN TECHNOLOGIE LTD

TIN 10434416F (CY10434416F)

47A, Omonoias Avenue, 1st floor, 3052, Limassol,

Cyprus