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Mobile Application End User License

Agreement

This Mobile Application End User License Agreement ("Agreement") is a binding

agreement between you ("End User" ,"You" or “Your”) and Ognomy Inc. ("Company").

This Agreement governs Your use of the Ognomy Mobile Application, (including all

related documentation, the "Application"). The Application is licensed, not sold, to

You.

BY DOWNLOADING, INSTALLING AND/OR OTHERWISE USING THE APPLICATION, YOU (A)

ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B)

REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C)

ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF

YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL or USE THE

APPLICATION AND DELETE IT FROM YOUR MOBILE DEVICE.

1. License Grant. Subject to the terms of this Agreement, Company grants You a

limited, non-exclusive, and nontransferable license to:

(a) download, install, and use the Application for Your personal, non-commercial

use on a single mobile device owned or otherwise controlled by You ("Mobile Device")

strictly in accordance with the Application's documentation; and

(b) access, stream, download, and/or otherwise use on such Mobile device the

Content and Services (as defined in Section 5) made available in or otherwise

accessible through the Application, strictly in accordance with this Agreement and

the Terms of Use applicable to such Content and Services as set forth in Section 5.

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2. End User Restrictions. You shall not:

(a) copy the Application, except as expressly permitted by this Agreement;

(b) modify, translate, adapt, or otherwise create derivative works or

improvements, whether or not patentable, of the Application;

derive or gain access to the source code of the Application or any part thereof;

(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark,

patent, or other intellectual property or proprietary rights notices from the

Application, including any copy thereof;

(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or

otherwise make available the Application, or any features or functionality of the

Application, to any third party for any reason, including by making the Application

available on a network where it is capable of being accessed by more than one

device at any time; or

(f) remove, disable, circumvent, or otherwise create or implement any

workaround to any copy protection, rights management, or security features in or

protecting the Application.

3. Reservation of Rights. You acknowledge and agree that the Application is

provided under license, and not sold, to You. You do not acquire any ownership

interest in the Application under this Agreement, or any other rights thereto other

than to use the Application in accordance with the license granted herein, and

subject to all terms, conditions, and restrictions, under this Agreement. Company

and its applicable licensors and service providers reserve and retain their respective

entire right, title, and interest in and to the Application, including all copyrights,

trademarks, and other intellectual property rights therein or relating thereto, except

as otherwise expressly granted to You in this Agreement.

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4. Collection and Use of Your Information. You acknowledge that when you

download, install, or use the Application, Company may use automatic means

(including, for example, cookies and web beacons) to collect information about Your

Mobile Device and about Your use of the Application. You also may be required to

provide certain information about yourself as a condition to downloading, installing,

or using the Application or certain of its features or functionality, and the Application

may provide you with opportunities to share information about yourself with others.

All information we collect through or in connection with this Application is subject to

our Privacy Policy [https://ognomy.com/privacy-policy/]. By downloading, installing,

using, and providing information to or through this Application, You consent to all

actions taken by Company with respect to your information in compliance with the

5. Content and Services. The Application may provide you with access to

Company's website located at www.ognomy.com (the "Website") and products and

services accessible thereon, and certain features, functionality, and content

accessible on or through the Application may be hosted on the Website (collectively,

"Content and Services"). Your access to and use of such Content and Services are

governed by Website's Terms of Use and Privacy Policy located at

[https://ognomy.com/terms-of-use/] and [https://ognomy.com/privacy-policy/],

which are incorporated herein by reference. Your access to and use of such Content

and Services may require You to acknowledge Your acceptance of such Terms of

Use and Privacy Policy and/or to register with the Website, and your failure to do so

may restrict you from accessing or using certain of the Application's features and

functionality. Any violation of such Terms of Use will also be deemed a violation of

this Agreement.

6. Geographic Restrictions. The Content and Services are based in the state of

New York in the United States and provided for access and use only by persons

located in the United States. You acknowledge that you may not be able to access

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all or some of the Content and Services outside of the United States and that access

thereto may not be legal by certain persons or in certain countries. If you access the

Content and Services from outside the United States, you are responsible for

compliance with local laws.

7. Updates. Company may from time to time in its sole discretion develop and

provide Application updates, which may include upgrades, bug fixes, patches, other

error corrections, and/or new features (collectively, including related documentation,

"Updates"). Updates may also modify or delete in their entirety certain features and

functionality. You agree that Company has no obligation to provide any Updates or

to continue to provide or enable any particular features or functionality. Based on

your Mobile Device settings, when your Mobile Device is connected to the internet

either:

(a) the Application will automatically download and install all available Updates;

(b) You may receive notice of or be prompted to download and install available

Updates.

You shall promptly download and install all Updates and acknowledge and agree

that the Application or portions thereof may not properly operate should you fail to

do so. You further agree that all Updates will be deemed part of the Application and

be subject to all terms and conditions of this Agreement.

8. Third-Party Materials. The Application may display, include, or make available

third-party content (including data, information, applications, and other products,

services, and/or materials) or provide links to third-party websites or services,

including through third-party advertising ("Third-Party Materials"). You acknowledge

and agree that Company is not responsible for Third-Party Materials, including their

accuracy, completeness, timeliness, validity, copyright compliance, legality, decency,

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quality, or any other aspect thereof. Company does not assume and will not have

any liability or responsibility to you or any other person or entity for any Third-Party

Materials. Third-Party Materials and links thereto are provided solely as a

convenience to you, and you access and use them entirely at your own risk and

subject to such third parties' terms and conditions.

9. Term and Termination.

(a) The term of Agreement commences when You download, install or otherwise

use the Application and will continue in effect until terminated by You or Company

as set forth in this Section 9.

(b) You may terminate this Agreement by deleting the Application and all copies

thereof from your Mobile Device.

including, without limitation, if it ceases to support the Application, which Company

may do in its sole discretion. In addition, this Agreement will terminate immediately

and automatically without any notice if You violate any of the terms and conditions

of this Agreement.

(d) Upon termination:

(i) all rights granted to you under this Agreement will also terminate; and

(ii) You must cease all use of the Application and delete all copies of the

Application from Your Mobile Device and account.

(e) Termination will not limit any of Company's rights or remedies at law or in

equity.

10. Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU "AS IS" AND

WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM

EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON

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BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE

PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,

STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND

NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING,

COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE

FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO

REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS,

ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE,

APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY

PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR

DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED

WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A

CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT

APPLY TO YOU.

11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN

NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE

LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO

YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES

FOR:

(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE

GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION,

COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL,

INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.

(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT

ACTUALLY PAID BY YOU FOR THE APPLICATION.

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THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF

BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND

REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW

CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF

LIABILITY MAY NOT APPLY TO YOU.

12. Indemnification. You agree to indemnify, defend, and hold harmless Company

and its officers, directors, employees, agents, affiliates, successors, and assigns from

and against any and all losses, damages, liabilities, deficiencies, claims, actions,

judgments, settlements, interest, awards, penalties, fines, costs, or expenses of

whatever kind, including attorneys' fees, arising from or relating to Your use or

misuse of the Application or Your breach of this Agreement, including but not limited

to the content You submit or make available through this Application.

13. Export Regulation. The Application may be subject to US export control laws,

including the Export Control Reform Act and its associated regulations. You shall not,

directly or indirectly, export, re-export, or release the Application to, or make the

Application accessible from, any jurisdiction or country to which export, re-export, or

release is prohibited by law, rule, or regulation. You shall comply with all applicable

federal laws, regulations, and rules, and complete all required undertakings

(including obtaining any necessary export license or other governmental approval),

prior to exporting, re-exporting, releasing, or otherwise making the Application

available outside the US.

14. US Government Rights. The Application is commercial computer software, as

such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US

Government or any contractor therefor, you receive only those rights with respect to

the Application as are granted to all other end users under license, in accordance

with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the

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Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to

all other US Government licensees and their contractors.

15. Severability. If any provision of this Agreement is illegal or unenforceable

under applicable law, the remainder of the provision will be amended to achieve as

closely as possible the effect of the original term and all other provisions of this

Agreement will continue in full force and effect.

16. Governing Law. This Agreement is governed by and construed in accordance

with the internal laws of the State of New York without giving effect to any choice or

conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or

related to this Agreement or the Application shall be instituted exclusively in the

federal courts of the United States or the courts of the State of New York in each case

located in Buffalo and Erie. You waive any and all objections to the exercise of

jurisdiction over you by such courts and to venue in such courts.

17. Entire Agreement. This Agreement, including our Mobile Application Privacy

Policy and, if also accessed by you, the Website Terms & Conditions and related

respect to the Application and/or Website and supersede all prior or

contemporaneous understandings and agreements, whether written or oral, with

respect to the Application and/or Website.

19. Waiver. No failure to exercise, and no delay in exercising, on the part of either

party, any right or any power hereunder shall operate as a waiver thereof, nor shall

any single or partial exercise of any right or power hereunder preclude further

exercise of that or any other right hereunder. In the event of a conflict between this

Agreement and any applicable purchase or other terms, the terms of this Agreement

shall govern.