CLIENT’S TERMS OF SERVICE

EDITION OF SEPTEMBER 12, 2022

Skipp, Inc., a private company incorporated and existing pursuant to the provisions of Section 141 of the Delaware General
Corporation Law, registration number 6487311, EIN 87-4095020, registered at 1201 Orange St Ste 600, Wilmington, Delaware
19801, hereinafter referred to as the "SKIPP", offers you (the “Client”) to provide the services at the conditions specified in these
Clients’ Terms of Service (the “Agreement”).

By paying the Refundable Subscription Fee the Client accepts this Agreement between the Client and Skipp (the “Parties”).

1. SKIPP DUTIES AND RESPONSIBILITIES. SKIPP shall: (i) use commercially reasonable efforts to recruit, test,
interview, engage on an independent contractor basis, and assign one or more skilled computer engineers,programmers, and
developers (each, a “Talent”) to perform the type of work described in the Client's personal account of the Skipp service (the
“Personal Account”) located at https://www.skipp.dev/ (the "Skipp Service"), under CLIENT’s active supervision, direction and
control (the “Services”); (ii) upon the written request of CLIENT, use commercially reasonable efforts to replace Talent who does
not meet CLIENT’s performance and/or capability requirements; and (iii) appropriately acquire exclusive rights to intellectual
property created by the Talents as part of the performance of work under this Agreement.
2. CLIENT DUTIES AND RESPONSIBILITIES. CLIENT shall: (i) pay Skipp for the subscription within 20 business days from
the date of invoice; (ii) set, review, and monitor Talent schedules and all other aspects of each engagement, for which CLIENT
shall be solely and exclusively responsible for managing; (iii) use Talent only in assignments that match the job descriptions for
which SKIPP places them and not change Talent’s job duties without SKIPP’s express prior written approval; (iv) properly inform
and supervise Talent while performing work under this Agreement (including without limitation notifying Talent of CLIENT’s
processes and policies applicable to CLIENT’s contracted resources) and be solely and exclusively responsible for CLIENT’s business
operations,products, services, confidential information and intellectual property; (v) comply with all applicable laws with respect
to its engagement with Talent; and (vi) be responsible for acquiringall rights and licenses to any software, code, information,
documentation, or other materials and intellectual property thatCLIENT acquires from third parties and/or furnishes to Talent and
for ensuring that CLIENT has all rights and licenses necessary to enable the Services to be performed.
3. PAYMENT TERMS, BILL RATES, AND FEES.
3.1 CLIENT will pay SKIPP Subscription Fees for subscription to services and works of Talents at the rates specified in the
relevant section of the Skipp Service (the “Subscription Fees”) and will also pay any additionalcosts or fees set forth in this
Agreement. SKIPP has the right to charge a $500 refundable Subscription Fee (the “Refundable Subscription Fee”) before
starting the Talent search which is paid by the CLIENT using the Refundable Subscription Fee link. In case of successful Talent
search and the beginning of cooperation between the CLIENT and SKIPP, the Refundable Subscription Fee is credited to the account
of the first Subscription Fee. If any of the parties refuses to start cooperation for any reason, the Refundable Subscription Fee is
returned to the CLIENT. All payments will be made electronically via bank wire or using links to pay via electronic services.
By making a Subscription Fee, the CLIENT replenishes the balance of the project for a month. The monthly subscription period
starts from the date of beginning of the Talent's work. If the balance reaches zero and a new Subscription Fee is not made in a
timely manner by the CLIENT, SKIPP has the right to suspend the work of the Talant until the balance is replenished.
SKIPP will invoice CLIENT for Talent’s work at such times as SKIPPdeems appropriate, however, without abuse of such right and
based on objective necessity (unless otherwise agreed in a SOW). CLIENT agrees to pay within twenty (20) days of the date of
each invoice and to pay interest on any unpaid balances after thirty (30) days from the date of the invoice at the compounded
rate of 0.5% from the invoice amount for each day of delay Additionally, CLIENT agrees to pay or reimburse SKIPP’s costs of
collection for unpaid balances (including, without limitation, reasonable attorneys’ fees). CLIENT hereby authorizes SKIPP to
automatically withdraw all amounts due on the due date.
3.2 Any time off, downtime, or breaks in the Services, or work performed by Talent, must be mutually agreed to by CLIENT
and SKIPP. Such agreement must be evidenced by a writing, which may include email, and shall include any relevantdocumentation
and appropriate fee adjustments. CLIENT shall remain liable for the Talent time and rate(s) scheduled on the SOW unless such a
mutual written agreement is reached.
3.3 The minimum subscription period for Talents is one (1) month. If the CLIENT, on his own initiative, refuses to execute the
Agreement (subscription) earlier than 1 month from the moment the Talent began to work, the funds paid at the time SKIPP
received the notice of termination of the Agreement are not refundable.
The date of commencement of the Talent's work is the date of the first kick-off meeting.
3.4 Unless CLIENT makes arrangements directly with Talent for expenses, CLIENT agrees to remit to SKIPP all pre-approved,
actual and reasonable travel, lodging, and other out of pocket expenses incurred in connection with this Agreement, if
applicable. CLIENT shall pay any such expenses to SKIPPwithin ten (10) days of the date of SKIPP’s invoice.
4. RISK-FREE PERIOD. The Parties may wish to use a risk-free period, the CLIENT's interaction with the Talent, during which
the Talent can be replaced free of charge ("Risk-free Period"). If the duration of the Risk-free Period is not specified in the Personal
Account, the Risk-free Period will be set to fourteen (14) calendar days. If CLIENT is not satisfied with the Talent at the end of the
Risk-free Period, CLIENT must provide SKIPP with prompt written notification describing the basis for its dissatisfaction in
reasonable detail prior to the end of the Trial Period (the “Risk-free Notice”). Then SKIPP provides another Talent. If CLIENT
does not timely deliver the Risk-free Notice in proper form, the Talent will be deemed accepted. In the event CLIENT requests the
Talent be replaced, or if such Talent becomes unavailable during or after a Risk-free Period, SKIPP will,as its sole obligation and
CLIENT’s exclusive remedy, use commercially reasonable efforts to promptly replace such Talent. For the avoidance of doubt, the
Risk-free Program will only apply to Talent’s initial engagement with CLIENT. Free replacement is possible only for one Talent in
each skill.
5. NONCIRCUMVENTION AND DAMAGES. During the term of this Agreement and for twenty-four (24) months thereafter
(the “Restricted Period”), CLIENT shall not, directlyor indirectly, encourage, solicit, hire, or otherwise contract or engage for the
performance of services, any Talent who CLIENT becomes aware of from SKIPP, or in connection with this Agreement (a
“Restricted Talent”). CLIENT also agrees that itwill not refer Restricted Talent, directly or indirectly, to any related parties or
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 affiliates, including without limitation subsidiaries, parent companies, partnerships, holdings or investors without the prior written
consent of SKIPP. CLIENT acknowledges and agrees that any breach of this Section 5 shall be deemed to be a willful, material
breach of this Agreement, shall not be subject to any limitation on liability or exclusion of any form of damages, and shall entitle
SKIPP to injunctive relief in addition to all damages suffered by SKIPP in relation to such breach and SKIPP’s response to such
breach (including attorney’s fees and investigation costs, lost commercial opportunities, internal costs, and others).
6. CONVERSION.
6.1. CLIENT understands that SKIPP has invested in Restricted Talent and that, in the event CLIENT is interested in directly
hiring Restricted Talent, CLIENT must first notify SKIPP in accordance with clause 14.9. of the Agreement of its intent to directly
hire Restricted Talent and, if agreed to by SKIPP in writing, CLIENT may hire such Restricted Talent not withstanding Section 5
and shall pay to SKIPP a fee in amount of 1 (one) month Services fee that the CLIENT must pay Skipp to the Restricted Talent
per individual (the “Conversion Fee”). The Restricted Talent must be in an engagement for a minimumof 1 month to be eligible
for conversion, and aggregate spend applied to a previous conversion shall not qualify for future conversions. Such Conversion
Fee shall be paid by CLIENT within five (5) days from the date SKIPP issues the invoice to the Client.
6.2. The Conversion Fee represents a reasonable estimate of SKIPP’s expenses incurred to recruit, test, interview, engage on
an independent contractor basis, and assign Restricted Talent. The parties mutually agree that the Conversion Fee is in no way a
penalty or constraint upon the commercial activities or prospective employment of CLIENT or Talent; only reasonable
compensation for SKIPP’s lost commercial investment in its Service in originally sourcing and screening Restricted Talent.
6.3. Subject to the prior written approval of SKIPP, a reasonable wind-down period (as determined by SKIPP in its sole
discretion), and full payment of the Conversion Fee, CLIENT may, during the Restricted Period, directly engage or employ
Restricted Talent.
7. INTELLECTUAL PROPERTY.
7.1. Intellectual Property Rights shall mean intellectual property rights to the Works and Services Results, i.e.:
7.1.1. copyrights and related rights, inventions (whether patentable or not), patents, trademarks, get up or logos, trade names,
service marks, business names (including internet domain names), design rights, database rights, semi-conductor topography
rights, rights in undisclosed or confidential information (such as know-how and trade secrets) in each case whether registered or
unregistered;
7.1.2. applications for registration, the right to apply for registration for any of the same, and any renewals, reissues, extensions,
continuations or divisions of the items specified in clause 7.1.1;
7.1.3. rights to use the assets listed in clauses 7.1.1 and 7.1.2 under licenses, consents, orders, statutes or otherwise and all
other intellectual property rights and equivalent or similar forms of protection now or hereafter subsisting anywhere in the world.
7.1.4. all other intellectual property rights and equivalent or similar forms of protection now or hereafter subsisting anywhere in
the world.
7.2. The Talant provides the SKIPP and the CLIENT:
7.2.1. with his/her consent to use the intellectual property without indicating the Talant as the author of the Services results;
7.2.2. his/her consent to publish the Services results;
7.2.3. his/her consent to incorporate the Services results in the other intellectual property;
7.2.4. his/her consent to modify the Services results at the discretion of the CLIENT or any other persons or entities;
7.2.5. other consents required to the SKIPP and/or the CLIENT to use the Services results.
7.3. Exclusive rights to the results of the Services are transferred to the Client immediately from the moment of their creation.
The cost of exclusive rights is equal to the cost of the Services.
7.4. The Company and/or the Client (depending on who has disclosed the information) shall retain any and all Intellectual
Property Rights to the information that has been disclosed to the Contractor for the purposes of the Services performance.
Transferable Intellectual Property does not include any Underlying Technology. “Underlying Technology” means (a) SKIPP’s
existing or background technology, SKIPP’s confidential and proprietary methodologies, know-how and intellectual property
existing now or otherwise arising outside of work under this Agreement, (b) any derivatives, improvements, enhancements or
extensions of the foregoing that are conceived, reduced to practice, or developed in performance of this Agreement that have
general applicability in SKIPP’s business, and (c) any intellectual property relating to any of the foregoing.
8. TERM OF AGREEMENT. The Agreement may be terminated by either party upon thirty (30) calendar days’written notice
in accordance with clause 14.9. of the Agreement to the other party, except that, if a party becomes bankrupt or insolvent,
discontinues operations, fails tomake any payments as required by the Agreement, or otherwise materially breaches any of the
terms of this Agreement, either party may terminate this Agreementimmediately. Upon termination of this Agreement, CLIENT
agrees to pay SKIPP all amounts then due or accrued as ofthe effective date of such termination. In case of non-payment of
the invoice by the CLIENT within the prescribed period in accordance with clause 3.2. of the Agreement, SKIPP has the right to
terminate the agreement unilaterally by sending the CLIENT a notice of termination 10 (ten) days before the expected date of
termination.
This Agreement shall enter into force from the date of receipt to the SKIPP account of the Refundable Subscription Fee made by
the CLIENT in accordance with clause 3.1. of the Agreement, which the CLIENT becomes aware of in the form of replenishment of
the balance in the Personal Account, and shall be valid for one calendar year. The default duration of a Talent subscription is equal
to the duration of the contract. If none of the Parties declares its termination due to the expiration of the validity period at the
end of the calendar year, the Agreement is considered to be prolonged under the same conditions for the same period. The number
of such extensions is not limited.
9. CONFIDENTIAL INFORMATION. Both parties may receive information that is proprietary to or confidential to the other
party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to
disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this
Agreement or as required by law. No knowledge, possession, or use of CLIENT’s confidential information will be imputed to
SKIPP as a result of Talent’s access to suchinformation. Information shall not be deemed confidential if it is (i) available to the
public, (ii) independently developed by the other party, (iii) is obtained by the receiving party from a source other than the
disclosing party, which source is not under any confidentiality obligation, or (iv) is required to be disclosed by law. For the
avoidance of doubt, SKIPP’s confidential information includes, but is not limited to, the names, contact information, SKIPP’s
screening and selection criteria for, rates and particular skills of Talent in SKIPP’s network. Upon termination of this Agreement,
if requested by the disclosing party, the receiving party will promptly return to the disclosing party all items and copies containing
or embodying proprietary or confidential information of the other party (including, without limitation, all work output and allwork-
in-progress, provided that CLIENT has paid SKIPP all fees due and owing).
10. PUBLICITY. SKIPP may refer to CLIENT (including any CLIENT affiliates) and may use CLIENT’s logo on SKIPP’s website
or other marketing materials that display clients of SKIPP and may use CLIENT as a possible reference.
11. INDEMNIFICATION
11.1. SKIPP will defend CLIENT from any claim by Talent that SKIPP breached its agreement with such Talent, and shallindemnify
and hold CLIENT harmless from and against any amounts paid in settlement or awarded in a final judgment by acourt of competent
jurisdiction, in each case with respect to a claim so defended.
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11.2. CLIENT will defend, indemnify, and hold harmless SKIPP, including its parents, affiliates and subsidiaries, and its and their
directors, officers, employees, members, shareholders, partners, agents and its and their heirs, successors and assigns
(hereinafter, the “SKIPP Indemnitees”) from, against and in respect of any damages, claims, losses, charges, actions, suits,
proceedings, deficiencies, taxes, interest, penalties and reasonable costs and expenses (including without limitation reasonable
attorneys’ fees and disbursements), related to or arising out of the following: (i) any breach by CLIENT (including its employees,
contractors, agents, supervisors or personnel) of any of the terms, representations, warranties, covenants or duties of CLIENT
under this Agreement; (ii) any act or omission byCLIENT (including its employees, contractors, agents, supervisors or personnel)
that results in a claim against any SKIPP Indemnitee by Talent (except to the extent subject to indemnity by SKIPP under Section
11.1 hereof); (iii) any act or omission by CLIENT (including its employees, contractors, agents, supervisors or personnel) that
results in a claim againstany SKIPP Indemnitee by a third-party; and/or (iv) any act oromission by CLIENT (including its employees,
contractors, agents, supervisors or personnel) that results in a claim against any SKIPP Indemnitee under any applicable law
governing theemployment of the Talent.
11.3. As a condition precedent to indemnification, (i) the party seeking indemnification will promptly inform the other party after
it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party (provided that
delay in promptly informing the other party shall not result in a waiver of a party’s right to seek indemnity if suchdelay did not
materially prejudice the defense of the applicable claim), (ii) the indemnifying party shall have control of the defense or settlement
of the action using counsel acceptable to the indemnifying party, and (iii) the party seeking indemnification will reasonably
cooperate in the investigation
and defense of any such matter, at the indemnifying party’scost.
11.4. The provisions in this Section 11 constitute the complete agreement between the parties with respect to indemnification,
and each party waives its right to assert any common-law indemnification or contribution claim against the other party.
12. LIMITATION OF LIABILITY; DISCLAIMER OFWARRANTIES
12.1. EXCEPT FOR A BREACH OF SECTIONS 5 OR 9, OR FOR CLIENT’S INDEMNITY OBLIGATIONS UNDER SECTION 11.2, NEITHER
PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR LOST PROFIT DAMAGES
THAT ARISE IN CONNECTION WITH THIS AGREEMENT, SUCH PARTY’S PERFORMANCE HEREUNDER, THE USE OR INABILITY TO
USE THE SERVICES PROVIDED, WORK OR WORK PRODUCT, OR ANY INTERRUPTION OR DISRUPTION OF OR BY ANY OF THE
FOREGOING, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE,
STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF HOW CHARACTERIZED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.
12.2. THE AGGREGATE LIABILITY OF SKIPP WITH REGARD TO THIS AGREEMENT WILL IN NO EVENT EXCEED THE AGGREGATE
COMPENSATION ACTUALLY RECEIVED BY SKIPP FROM CLIENT UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM ARISES RELATING TO THE AGREEMENT.
12.3. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1, SKIPP MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, WITH RESPECT TO (i) THIS AGREEMENT OR THE SERVICES (WHICH ARE PROVIDED ON AN “AS-IS” and
“AS-AVAILABLE BASIS”) OR (ii) TALENT, ANY WORK, WORK OUTPUT OR OTHER RESULTS ARISING FROM OR RELATING TO THIS
AGREEMENT OR ANY DIRECT AGREEMENT BETWEEN TALENT AND CLIENT. SKIPP HEREBY DISCLAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY REPRESENTATIONS OR WARRANTIES ARISING FROM COURSE OF
DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. CLIENT ASSUMES ALL RISK WITH RESPECT TO CLIENT’S
TECHNOLOGY, WEBSITES, PRODUCTS AND RELATED MATERIALS, INCLUDING ALL WORK, WORK OUTPUT AND MATERIALS
INCORPORATED THEREIN.
13. ARBITRATION. Any dispute, controversy, or claim arising out of or relating to this Agreement or any breach or termination
of this Agreement, including but not limited to the Services, and any alleged violation of any federal, state, or local statute,
regulation, common law, or public policy, whether sounding in contract, tort, or statute, shall be submitted to and decided by
binding the competent court of the Delaware, USA.
14. MISCELLANEOUS
14.1. The Services that SKIPP renders to CLIENT underthis Agreement will be as an independent contractor with respect to
CLIENT. Talent is and shall be an independentcontractor of each of CLIENT and SKIPP. SKIPP will only be responsible for collecting
the fees payable to Talent and SKIPP’s income taxes in connection with this Agreement and CLIENT will be responsible for all other
taxes and assessments, including, without limitation, sales, value-added, use, and similar taxes, if any. Nothing in this Agreement
shall constituteor be deemed to constitute a partnership or joint venture between the parties hereto or constitute or be deemed
toconstitute any party the agent or employee of the other party for any purpose whatsoever, and neither party shall have authority
or power to bind the other party or to contract in the name of, or create a liability against, the other party in any way or for any
purpose.
14.2. Accrued obligations, defined terms and Sections 2 (Client Duties and Responsibilities), 3 (Payment Terms, BillRates, and
Fees), 5 (Noncircumvention and Damages), 6 (Conversion), 9 (Confidential Information), 10 (Publicity), 11 (Indemnification) 12
(Limitation of Liability; Disclaimer of Warranties), 13 (Arbitration) and 14 (Miscellaneous) of this Agreement will remain effective
after expiration or termination of this Agreement.
14.3. No provision of this Agreement may be modified, amended, or waived unless agreed to in a writing signed by the parties.
14.4. Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts withexisting
or future applicable law or may not be given full effect because of such law, no other provision that can operate without the
conflicting provision or clause will be affected.
14.5. This Agreement and the exhibits attached to it contain the entire understanding between the parties and supersede all prior
agreements and understandings relating to the subject matter of the Agreement.
14.6. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective
representatives, successors, and assigns.
14.7. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such
party thereafter to enforce each and every provision of this Agreement.
14.8. Neither this Agreement nor any rights or obligations under this Agreement may be assigned or delegated by party (by
operation of law or otherwise) without the prior written consent of the other party. Any purported assignment in derogation ofthe
foregoing shall be void. A change of control of party shallbe deemed to have resulted in an assignment of this Agreementby
operation of law.
14.9. Any notices required or allowed hereunder shall be in writing and given by email or delivery by courier service (in the latter
case, with a copy by email).
Electronic notices under this Agreement shall be delivered to:
14.9.1. Skipp:
Email addresses with the @skipp.dev domain, as well as chats created in the Telegram or Slack messengers, containing the Project
name and / or Project number in their name.
14.9.2. Client:
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Email addresses specified during registration in the Personal Account or accounts added to project chats created in in the Telegram
or Slack messengers, containing the Project name and / or Project number in their name.
In any case, acceptable electronic communication channels are channels that allow the recipient to clearly identify the party from
which the messages originate.
14.10. Personal Data. To ensure executing of and performance under the Agreement and communication between the CLIENT and
the Talents the SKIPP shall be entitled to collect, store, transfer to the Talents or process in a different way the personal data of
the CLIENT’S managers, employees or any other data subjects acting on behalf of the CLIENT (the “Client’s Personnel”). Such
personal data include last name, first name, patronymic (if applicable), place of employment, job title and the powers to enter
into the Agreement or place the tasks, telephone number, e-mail addresses, details of the corporate accounts etc.
The rules of processing of the personal data are set out in the Privacy Policy available at [https://static.skipp.dev/static/privacy-
policy.pdf].
The CLIENT shall ensure:
− that each of the Client Personnel consented to processing of their data; and
− each of the Client Personnel was provided with the Privacy Policy of the Contractor (record of such consent and provision
of Privacy Policy to be preserved for at least five years); and
− the data of the Client Personnel are transferred to the Contractor in compliance with the data protection laws of the country
of business of the Client.
14.11. This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the Delaware, USA
without giving effect to principles of conflicts of laws.
14.12. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor
disputes, strikes, fire, riot, war, terrorism, natural disasters, or any other causes beyond the control of the nonperforming party.