naoo General Terms and Conditions (GTC) - App Users

These General Terms and Conditions for App Users (this "Agreement") is a binding agreement between naoo AG, Baarerstrasse 21, CH-6300 Zug ("naoo" or "we") and the person who downloads or uses the App to interact with the naoo platform ("you").

In order to use the naoo app and access the naoo platform, you must accept this agreement. By registering a user profile, you accept this Agreement and confirm that you are of sufficient age to enter into a binding agreement under applicable law. If you do not agree to the terms of this Agreement, naoo does not grant you any right to use and you may not download, install or use the App, the Platform or the Documentation.

If you have a business, the naoo platform also gives you the option to add the business to your profile. However, this requires that you provide naoo with additional information and accept additional terms and conditions specific to businesses.

1. definitions

"App" means the mobile application available for iOS and Android that allows users to enter and store their product and service preferences, participate in surveys on, for example, food preferences, leisure activities, or location preferences, and receive or actively search for relevant product and service offers from businesses in the immediate and indirect vicinity, as well as benefit from the loyalty points system and share interests with friends and family through the platform.

"Company" means companies that participate in the Platform in order to promote their products and services as well as to provide (targeted) product and service offers to users of the App.

"User" means the person(s) who uses the App to indicate their preferences (particularly in relation to products and services), receive or actively seek relevant product and service offers, benefit from the loyalty points system, and share interests with friends and family through the Platform.

"Documentation" means user manuals, technical manuals and all other materials (including but not limited to whitepapers) provided by naoo in printed, electronic or other form that describe the installation, operation, use or technical specifications of the App and the Platform.

"Intellectual Property Rights" means all intellectual property rights (whether registrable or not), such as patents, copyrights, trademarks, trade secrets or similar or equivalent rights or forms of protection.

"Loyalty Points" are non-transferable points issued and accepted exclusively by naoo, which can be collected by users via the Platform using the App. Loyalty Points may be earned in particular, but not exclusively, by sharing information about product and service preferences, answering surveys, and in response to a specific offer from a Merchant. Loyalty points can only be used towards naoo and according to naoo's instructions. Loyalty points have no fixed monetary value and there is no legal right to convert the points into money or any other form of value.

"Loyalty Points System" means the system that allows users to exchange collected loyalty points for naoo for offers from merchants or from naoo. The balances of loyalty points are maintained by naoo on a central database.

"Open Source Components" means any software component that is subject to an open source license, including Apache, MIT or any other known open source license, or any other obligation, restriction or license agreement that substantially complies with the open source definition (as defined by the Open Source Initiative), or otherwise requires the disclosure or licensing to third parties of source code with which such software component is used or compiled.

"Platform" means the naoo Interaction Platform, which is a centralized application running on Amazon Web Services Inc. cloud infrastructure that enables businesses and Users to interact in a targeted manner as further described in the Documentation.

"Third Party" means any person or entity other than you or naoo.

2. the license of naoo to you and its scope

Subject to your strict compliance with all of the terms and conditions set forth in this Agreement, naoo hereby grants to you, free of charge, a non-exclusive, non-transferable, non-sublicensable, limited license during the term of this Agreement to use the App, access the Platform and the Documentation, subject to the terms and conditions of this Agreement. This license grants you the right to:

a) download and install the App on Your Mobile Device and use the App for the purpose described in the introductory section of this Agreement. All copies of the App, Platform (Code) or Documentation (i) are the exclusive property of naoo; (ii) are subject to the terms and conditions of this Agreement; and (iii) must contain all trademark, copyright, patent and other intellectual property notices contained in the original; and

b) use and execute the App properly installed (or configured) and access the Platform in accordance with this Agreement and the Documentation, solely as set forth in the Documentation. naoo reserves all rights in the App, the Platform and the Documentation not expressly granted to you in this Agreement.

The App is installed on your device for the purposes stated in Section 1 (Definition of the App). naoo has no control over what personal data, such as product and/or service preferences, you enter and store in the App and on the Platform.

3. restrictions of use

You are not allowed to do it, directly or indirectly:

(a) use the App, Platform or Documentation beyond the scope of the license granted under Section 3 (including any copies);

(b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the App, the Platform or the Documentation or any part thereof;

(c) combine or integrate the App, the Platform or the Documentation or any part thereof with the App, the Platform or the Documentation or any part thereof with other programs;

(d) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the App, the Platform or any part thereof;

(e) remove, delete, alter or obscure any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the App, Platform or Documentation, including any copy thereof;

(f) except as expressly set forth in Section 3, copy all or any portion of the App, Platform or Documentation;

(g) rent, lease, loan, sell, sublicense, assign, distribute, publish, transmit or otherwise make available to any third party the App, the Platform or any documentation or functionality of the App or the Platform, whether over a network or on a hosted basis, including in connection with the Internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, timesharing, service bureau, software as a service, cloud or other technology or service;

(h) interrupt, disrupt, alter, destroy, impair, limit, tamper with or otherwise interfere with the proper working of the App or the Platform in any way, including but not limited to the use of malicious or unauthorized code, viruses, worms, Trojan horses, malware or programs;

(i) use the App, Platform or Documentation in any threatening, libelous, defamatory, obscene, inflammatory, pornographic, discriminatory or otherwise objectionable manner; and

(j) use the App, the Platform or the Documentation for any purpose that is illegal, unlawful or prohibited by applicable law.

4. compliance measures

The App and the Platform may contain technical copy protection or other security measures designed to prevent unauthorized use of the App and the Platform, including features to protect against any use of the App and the Platform that is prohibited by Section 4. You may not, and should not attempt to, remove, disable, circumvent, or otherwise work around the copy protection or other security measures.

5. updates

naoo may from time to time, in its sole discretion, develop and deploy App and Platform Updates, which may include upgrades, bug fixes, patches, other error corrections or new features (including related documentation, "Updates"). Updates may also modify or delete certain features in their entirety. You agree that naoo has no obligation to provide Updates or to continue to provide certain existing features. Depending on your device settings, it is possible that: (a) the App will automatically download and install all available Updates; or (b) you will receive a prompt to download and install available Updates.

You should download and install all updates immediately. If you do not, certain features may not be available or may not function properly. All Updates are considered part of the App and are subject to the terms of this Agreement.

6. responsibility for the use of the app, the platform and the documentation.

If you provide the App, Platform and Documentation directly or indirectly, you are responsible and liable for them. In particular, You are responsible and liable for all acts and omissions performed with respect to the App, the Platform and the Documentation by any other person or entity to whom You have voluntarily or involuntarily granted access to or use of the App, the Platform or the Documentation, whether or not such access or use is permitted by this Agreement and whether or not such access or use is authorized by You.

7. geographical restrictions

Access to and use of the App and the Platform may not be possible in certain countries. You understand that you may not be able to access all or some of the content on the App and the Platform, and that accessing it may be illegal if done by certain individuals or entities or from a certain country. If you access the App and the Platform, you are responsible for compliance with local applicable laws.

8. open source licenses

The App and the Platform contain open source components licensed under the Apache 2.0 and MIT licenses ("Open Source License"). Any use of the open source components by You is subject to the terms of the Open Source License.

9. intellectual property rights

You understand and agree that the App, Platform and Documentation are provided to You as a right of use and are not sold or donated to You. You do not acquire any ownership rights in the App, Platform or Documentation under this Agreement. Your rights are limited to the usage rights granted in this Agreement. All rights in the App, Platform and Documentation are reserved by naoo.

10. feedback

If you suggest or comment to us by mail, email, phone or otherwise on any changes to the App or the Platform, including but not limited to new features ("Feedback"), we will be free to use such Feedback, regardless of any other obligations or restrictions between you and us governing such Feedback. You hereby assign to us all rights in your Feedback and agree to provide us with all assistance necessary to document, protect and maintain our rights in your Feedback. We are free to use any ideas, know-how, concepts, techniques contained in the Feedback for any purpose without owing compensation to anyone.

11. data protection

You understand that by using the App and the Platform, naoo obtains certain information about you, including personal data, as described in the Privacy Policy.

In order to help naoo, its affiliates and third parties improve the App and the Platform, you understand that naoo and its affiliates and agents will collect, use, store, transfer, process and analyze diagnostic, technical and usage logs and information from your device on which the App is installed. This information is collected in a form that does not allow it to be personally identifiable. The information collected includes, but is not limited to, general diagnostic and usage data, device identifiers, system or hardware identifiers, hardware and operating system details, performance statistics, and data about how You use Your Device in connection with the App and the Platform. You agree that naoo may share such diagnostic, technical and usage logs and information with partners and third parties to enable naoo to improve the App and the Platform. By downloading, installing or using the App and Platform on Your Device, You acknowledge that naoo and its affiliates and agents may collect and use all such information as described above.

Personal data processed and collected pursuant to this section will be handled in accordance with naoo's privacy policy located at [https://naoo.io/legal/de/privacy.html] (the "Privacy Policy").

12. point system

naoo is never obliged to convert loyalty points into money or anything else. Likewise, naoo can delete a portion or all loyalty points from a user or the entire system at any time.

Users have various options (selected by naoo, non-binding and changeable at any time) to collect and redeem loyalty points exclusively via naoo.

Possible options to earn points include:

• Create posts

• Answer questions

• Invite friends

• Promotions, contests and other actions for which naoo would like to award points

Users can redeem loyalty points - if naoo so wishes - for cash (CHF) by bank transfer. naoo decides freely and at its own discretion on an ongoing basis whether loyalty points can be exchanged for money and - if so - in what proportion. Other options may include, for example, vouchers purchased and issued by naoo.

Loyalty points are awarded to users by naoo and can sometimes be redeemed exclusively via naoo. Loyalty points have no fixed monetary value and there is no legal right to convert the points into money or any other form of value. This is a normal two-party relationship between naoo and its users. Loyalty points cannot be transferred or used to merchants or other third parties and therefore do not qualify as a means of payment.

13. contests

We may run contests through the app and the platform. By participating in contests, you agree to the terms and conditions.

14. services and offers from third-party providers

The App and the Platform may display, include or make available Third Party Content (including, but not limited to, data, information, applications, products or services, recommendations) or display links to Third Party websites or services, including through Third Party Advertising ("Third Party Offerings"). You understand and agree that naoo is not responsible for Third Party Offerings, including their completeness, timeliness, validity, copyright compliance, legality, quality or any other aspect thereof. naoo assumes no liability or responsibility to you or any other person or entity for Third Party Offerings. Third Party Offerings and links thereto are made available to you based on your selection. Access to these Third Party Offerings is at your own risk and subject to the terms and conditions of the applicable Third Party Provider.

15. disclaimer of warranty

To the extent permitted by applicable law, (i) the App, Platform and Documentation are provided on an "as is" and "as available" basis without any warranties or guarantees of any kind, and we expressly disclaim all implied warranties with respect to the App, Platform and Documentation, including, but not limited to, implied or statutory warranties of merchantability, fitness for a particular use, title and non-infringement; (ii) we do not warrant that the App, Platform and Documentation will be reliable, current or error-free, will meet your requirements, or that defects in the App, Platform or Documentation will be corrected; and (iii) we cannot and do not warrant that the App, Platform and Documentation are free of viruses or other harmful components.

16. indemnification

To the fullest extent permitted by applicable law, you shall defend, indemnify and hold harmless naoo, its affiliates and naoo's (and its affiliates') employees (past, present and future), officers, directors, contractors, consultants, shareholders, suppliers, service providers, successors and assigns (the "naoo Parties") from and against all claims, demands, actions, damages, losses, costs and expenses (including attorneys' fees) arising out of: (i) Your use of the App, Platform or Documentation; (ii) Your responsibilities or obligations under this Agreement; (iii) any breach of this Agreement by You; (iv) any infringement by You of any rights of any other person or entity; (v) any dispute between You and any other person or entity; or (vi) regulatory enforcement actions initiated by Your acts or omissions.

17. exemption from liability

To the extent permitted by applicable law, you release naoo and the other naoo parties from responsibility, liability, claims, demands and damages of any kind, foreseeable or otherwise (including, but not limited to, claims of negligence), arising out of or in connection with disputes between users of the App, the Platform or the Documentation.

18. limitation of liability

To the fullest extent permitted by applicable law, we and the naoo Parties shall not be liable to you for any direct, indirect (direct or consequential), exemplary or consequential damages (including damages for loss of profits, loss of opportunity, loss of data) arising out of or in any way connected with the use of the App, the Platform or the Documentation or this Agreement, regardless of the form of action and whether based in contract, tort (including, but not limited to, simple negligence by active act or omission) or any other legal theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

19. termination

Any breach of this Agreement by you will automatically terminate your rights under this Agreement. The provisions of this Agreement that by their terms and context should survive termination of this Agreement, including but not limited to Sections 9, 14, 15, 16, 17, 18 and 20 of this Agreement, shall survive termination of this Agreement and shall remain binding on You and naoo.

20. further

We may change this Agreement (including the Documentation and the Privacy Policy) at any time by posting a revised version on the App, which can be accessed via the URL here or at https://naoo.io/legal/de/terms.html, or by otherwise notifying you. By continuing to use the App and the Platform after the effective date of the changes, you agree to the changes. It is your responsibility to periodically review the App and the Platform for changes to this Agreement.

If any provision of this Agreement is unlawful or unenforceable under applicable law, the remainder of the provision will be modified to give effect to the original provision as nearly as possible. All other provisions of this Agreement shall remain in full force and effect.

This Agreement, the Documentation and our Privacy Policy constitute the entire agreement between you, the user (consumer) and naoo with respect to the App and the Platform and supersede all prior or contemporaneous understandings and agreements, whether written or oral. If you choose to add a business on the Platform or enter one of our contests, additional terms and conditions will apply and become part of this Agreement. In the first case, you warrant that you have the right to enter into a contract on behalf of the Company under the Additional Terms. To the extent that the Additional Terms conflict with the terms of this Agreement, the Additional Terms will apply with respect to your use of the Platform as a Company or with respect to the Contests to the extent of the conflict.

21 Applicable law and place of jurisdiction

This Agreement shall be governed by Swiss substantive law, excluding the conflict of laws rules of Switzerland. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the city of Zug, Switzerland.