INOXOFT’S DISCOVERY PHASE SERVICE AGREEMENT

Initial Publication Date: 17.12.2025.

“Company “Inoxoft OÜ”, legal entity, registered under the laws of Estonia at Harju maakond, Tallinn, Kesklinna linnaosa, Narva mnt 5, 10117, Estonia, with the registry code – 16492620, and VAT-number – EE102514054” (hereinafter – the “Service Provider”) offers to natural person, corporate or unincorporated body (whether or not having separate legal personality) (hereinafter – the “Customer”) to use an exhaustive list of services on the terms and conditions set forth in this “Inoxoft’s Discovery Phase Service Agreement” (hereinafter – the “Agreement”).

For the purpose of a clear, concise and measurable description of the provision of the Services NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties (i.e., Service Provider and Customer), intending to be legally bound, hereby agree as follows:

Chapter 1 – Nature of the Services

1. Pursuant to this Agreement and subject to a respective request placed by the Customer, the Service Provider shall provide the Customer with information technology services, namely the “Discovery Phase”, which constitutes a technical audit conducted for the purpose of defining and substantiating the Minimum Viable Product of the Customer’s relevant project (the “Services”). For the avoidance of doubt, each individual project of the Customer shall be deemed a separate and independent Service under this Agreement; accordingly, the Customer shall be obliged to pay the full fee applicable to each such Service in accordance with the terms of this Agreement and the applicable payment terms specified in the invoice duly issued by the Service Provider pursuant hereto.
2. For the purpose of obtaining the Services, the Customer represents and warrants that by clicking “I Agree,” “Accept,” or any similar button, selecting a checkbox to indicate the Customer’s consent to the Services under this Agreement, and/or by accessing, paying for, or otherwise using the Services provided by the Service Provider, the Customer acknowledges and agrees that such actions constitute the Customer’s full and unconditional acceptance of this Agreement, which forms a legally binding clickwrap and browsewrap agreement between the Parties, governed by the laws of Estonia. By accepting this Agreement in any of the manners described above, the Customer represents and warrants that they have the legal capacity and authority to enter into this Agreement.
3. For the avoidance of doubt, the Services are provided on an “as-is” and “as available” basis, and the Customer’s access to or use of the Services signifies agreement to be bound by all provisions of this Agreement, including any amendments made from time to time. Accordingly, the Customer agrees, on behalf of themselves and any other individuals accessing the Services through their account or registration, to be bound by all provisions of this Agreement. If the Customer does not agree, in whole or in part, to this Agreement, they must not access or use the Services. Continued use of the Services following any modification to this Agreement shall constitute acceptance of such updated Agreement. Furthermore, the Parties agree that failure to comply with any requirement for written form under this Agreement shall not affect its validity or enforceability.
4. For the proper provision of the Services, the Customer shall provide the Service Provider with all necessary contact and identification information at the time of submitting a request for the Services. Such information shall include, without limitation, the Customer’s legal name, registered address, email address, registration number, tax identification number, VAT number, and any other details reasonably required by the Service Provider to effectively deliver the Services. In the event that any required information is missing or incomplete, the Service Provider shall contact the Customer via email to obtain such information. Upon receipt of the complete and accurate information, the Service Provider shall issue the relevant invoice, and the provision of the Services shall commence only after full payment of such invoice, subject to the terms of this Agreement. The Customer acknowledges that failure to provide accurate and complete information may delay the provision of the Services, and the Service Provider shall not be liable for any consequences arising from such delay or failure.

Chapter 2 – Services Usage and Conditions

1. The Parties agree that, since each individual project of the Customer shall constitute a distinct and independent Service under this Agreement, the Service Provider’s obligation to commence performance of any Service shall arise only upon receipt of full payment corresponding to such Service. Payment shall be deemed received once it is cleared in the Service Provider’s designated account. Until such payment is received, the Service Provider shall have no obligation to provide any feedback, or commence Services related to the relevant Customer’s project.
2. Upon receipt of payment, the Service Provider shall promptly notify the Customer and initiate the Services. Commencement of the Services shall include, without limitation:
   1. formal introduction of the Service Provider Team to the Customer through mutually agreed communication channels, including but not limited to email, Slack, or other messaging platforms;
   2. coordination with the Customer to obtain all necessary access credentials, permissions, documentation, and other relevant information, and to participate in video conferences, calls, or written correspondence as reasonably necessary to ensure the Service Provider Team’s full engagement with the Customer’s project repository or any other repository used by the Customer in connection with the Customer’s project, etc.
3. Pursuant to article (B.) of this Chapter, the Customer shall provide the Service Provider with all requested information, documentation, data, credentials, and access necessary for the performance of the Services within five (5) business days from the date of receipt of the relevant request from the Service Provider. The Customer acknowledges and agrees that any delay, omission, or failure to provide such information or access within the specified timeframe may materially affect the Service Provider’s ability to perform and deliver the Services in accordance with the agreed schedule. In such case, the Service Provider shall not be liable for any delays, deficiencies, or other consequences arising from or related to such delay, omission, or failure on the part of the Customer.
4. Upon completion of the Services for each individual project, the Service Provider shall deliver to the Customer a comprehensive report summarizing the findings and results of the Services (the “Outcome Report”). The Outcome Report is provided solely for the Customer’s informational purposes and shall not create any obligation for the Service Provider to perform any additional services. Should the Customer require additional IT services beyond the scope of this Agreement – including, without limitation, software development, web design, application creation and publication, software supply and testing, data processing, or IT consulting – the Customer shall communicate such requirements separately. Provision of any such additional services shall be subject to a separate written agreement executed upon the mutual consent of the Parties.
5. For the avoidance of doubt, upon delivery of the Outcome Report to the Customer, the Services provided in relation to the respective project shall be deemed duly and properly rendered in full. From that moment, the Customer shall have no claims, objections, or demands against the Service Provider with respect to the Services provided for such project, and any such claims shall be considered waived to the fullest extent permitted by applicable law. No additional Services acceptance certificate is required.
6. During the provision of the Services, the Customer shall not, and represents and warrants that it will not: (i) use the Services in any unlawful, deceptive, fraudulent, or unethical manner, including but not limited to access, distribution, or promotion of illegal, obscene, pornographic (including child pornography), violent, defamatory, hateful, or otherwise prohibited content; (ii) introduce viruses, malware, spyware, phishing schemes, or any other harmful software or code; (iii) engage in gambling, weapons, ammunition, or illegal drug-related activities in jurisdictions where such activities are prohibited; (iv) attempt to interfere with, reverse engineer, or compromise the integrity of the Services, or use the Services in a manner that could damage, disable, or impair the Services or third-party systems; or (v) engage in any conduct that would violate applicable laws, regulations, or public policy.
7. The Parties irrevocably agree that the Services are provided to the Customer on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Service Provider makes no warranties, representations, or guarantees regarding the reliability, timeliness, quality, suitability, accuracy, availability, or completeness of the Services, nor any implied warranties of merchantability or fitness for a particular purpose. The Service Provider also does not warrant that the Services will meet all of the Customer’s requirements, needs, or expectations, or that the Services will operate without delays, interruptions, service failures, or other issues inherent in the use of the internet, electronic communications, or other systems beyond the Service Provider’s reasonable control.

Chapter 3 – Fees and Payments for the Services

1. As a condition for accessing and receiving the Services, the Customer shall pay the service fee (the “Fee”) specified in the relevant invoice issued by the Service Provider to the Customer in respect of a specific project. The Fee shall be payable in accordance with the payment terms set forth in such invoice and, to the extent not expressly covered therein, in accordance with the terms of this Agreement.
   • A.1. The price of the Services is quoted in USD ($) and is exclusive of any taxes, duties, or charges applicable to the Service Provider’s receipt of such revenues, including, without limitation, value-added tax (VAT), sales tax, or similar taxes, if applicable. All such taxes, as well as any bank fees, transaction fees, or other charges imposed in connection with the payment of the Fee, shall be borne solely by the Customer. Where required by applicable law, VAT and/or other taxes shall be indicated separately on the invoice and shall be paid by the Customer in addition to the Fee.
2. Payment shall be made by the Customer by bank transfer to the Service Provider’s designated account within ten (10) banking days from the date of receipt of the relevant invoice, unless otherwise expressly agreed by the Parties in writing.
3. The Parties agree that in the event of a dispute regarding the payment of certain payments, the Customer undertakes to make payments that have been previously agreed, and after resolving the conflict to make disputed payments on the terms agreed by the Parties, if any.

Chapter 4 – Transfer of intellectual property rights

1. The Customer acknowledges and agrees that, for the purpose of the Services provided under this Agreement, the Service Provider and its Team shall not acquire any ownership, intellectual property, or other proprietary rights in or to the Customer’s project, repository, or any materials contained therein. The Customer hereby grants the Service Provider and its Team a limited, non-exclusive, non-transferable, revocable license solely to access the Customer’s project repository and related materials as necessary to perform the Services under this Agreement. All rights, title, and interest in and to the Customer’s project and any associated materials shall remain exclusively with the Customer. The Service Provider shall use such access solely for the purpose of performing the Services and shall not use, copy, reproduce, distribute, or exploit the Customer’s project or materials for any other purpose.
2. The Customer acknowledges and agrees that the right to access, use, and reference the Outcome Report for lawful purposes under this Agreement shall arise only upon receipt of the Outcome Report and provided that the Customer has duly and fully paid the applicable Fee for the Services associated with the relevant project. From the moment of such receipt and payment, the Customer may use the Outcome Report solely for its internal, lawful purposes and in accordance with the terms of this Agreement. Any use of the Outcome Report prior to receipt or without full payment shall be considered unauthorized and in breach of this Agreement.
3. The Customer hereby grants the Service Provider permission to use the Customer’s logo (trademark and/or service mark), name, and other related information for marketing and promotional purposes. Therefore, the Customer provides the Service Provider with a perpetual, revocable, royalty-free, and non-exclusive license to use its logo (trademark and/or service mark) for such purposes.

Chapter 5 – Official Communication of the Parties

1. Official correspondence under this Agreement may be carried out by exchanging documents by e-mail by sending messages to the Service Provider’s email: [email protected], to the Customer’s email: entered while submitting an application for the Services.
2. All communications sent by the Parties to each other at the above e-mail addresses after the conclusion of this Agreement shall be recognized by the Parties as official correspondence under this Agreement.
3. The Parties have agreed that the signing of other documents hereto, if necessary, may be carried out using electronic document management (including electronic document management service HelloSign, DocuSign, etc.).

Chapter 6 – Responsibility of the Parties

1. The Service Provider’s liability under this Agreement shall be limited, in aggregate, to no more than fifty percent (50%) of the Fee paid by the Customer for the specific project to which the claim relates. In no event shall the Service Provider be liable for any indirect, incidental, consequential, special, or punitive damages, including, without limitation, lost profits, loss of business, loss of data, or other economic losses, even if the Service Provider has been advised of the possibility of such damages. The limitations set forth in this Section shall apply regardless of the form of action, whether in contract, tort, negligence, strict liability, or otherwise, and shall survive any termination or expiration of this Agreement.
2. By using the Services, the Customer warrants and agrees that it shall not hold the Service Provider liable for any claims, losses, damages, or disruptions arising from the unavailability, failure, or malfunction of the Services resulting from any of the following, including but not limited to: (i) global or regional internet outages or disruptions, including connectivity issues or network failures beyond the reasonable control of the Service Provider; (ii) technical failures, maintenance, updates, or other disruptions affecting third-party platforms or services, or other systems integrated with the Services; (iii) failures, misconfigurations, or other issues within the Customer’s own systems, networks, or infrastructure, including software, hardware, or configuration errors; or (iv) any other events or circumstances beyond the reasonable control of the Service Provider, including acts of God, force majeure, technical errors, or interruptions in services provided by third-party providers.
3. If the Customer breaches the obligation of non-solicitation and refraining from entering service or employment agreements with the Service Providerʼs Team, during the term of the Agreement and for a period of 3 (three) years following its termination, the Customer must indemnify the Service Provider for all expenses (direct actual damages and lost profits) and must pay a fine of $100,000 (one hundred thousand USD) within 10 (ten) banking days from the date of receiving such request, for each distinct violation.
4. In case the Customer has not paid the invoice issued by the Service Provider within the terms for payment for the Services specified in article (B.) of Chapter 3 hereof, the Customer is obliged to pay a penalty of 2% (two percent) of the amount of debt for each day of non-payment, which is to be paid within 5 (five) banking days from the date of receipt of the request from the Service Provider, if any, for each such case of violation of the terms of payment for the services provided for by the Agreement. Additionally, the Service Provider may temporarily suspend the provision of Services until the Customer pays the amount of the debt (for the unpaid invoice(s)) and the fine provided for in this provision, and others, if applicable.
   • D.1. Additionally to the above, the Service Provider, in the event of debt, may assign its rights under this Agreement to another party without the written consent of the Customer, but only by notifying the Customer. The Parties mutually agreed that such action of the Service Provider shall not be considered a violation of any terms of this Agreement, as it is a consequence of the Customer’s failure to comply with the terms of this Agreement.
5. The Parties shall first attempt to resolve any dispute, claim, or disagreement arising out of or relating to these Terms through good-faith negotiations. If such dispute cannot be resolved through negotiations within thirty (30) days from the date a Party notifies the other Party in writing of the dispute, the dispute shall be submitted exclusively in accordance with the procedure set forth below. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction and venue of such courts and waives any objection based on “forum non conveniens”.
   • E.1. Any dispute, controversy, or claim arising out of Agreement or in connection with this Agreement, including the conclusion, interpretation, performance, breach, termination or its invalidity, shall be settled by International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules.
   • E.2. The Parties agree that in the event of any dispute, controversy, or claim arising from this Agreement, the substantive law of the United Kingdom and Wales shall be applied.
   • E.3. The number of arbitrators shall be one: a claimant Party must appoint an arbitrator.
   • E.4. The Parties agree that the place of arbitration shall be Kyiv, Ukraine.
   • E.5. The Parties agree that the language to be used in the arbitration shall be English.
6. A Party shall not be liable for non-performance or improper performance of this Agreement in case it proves that such non-performance or improper performance was not its fault. In addition, if a Party to the Agreement refers to force majeure, it shall provide appropriate written evidence of the occurrence of force majeure and its duration. Such evidence may include certificates or conclusions issued by an authorized state body.
7. For the avoidance of doubt, the provisions of this Agreement constitute a complete defense to any claim, including collective, class, representative, or multi-party claims, action, or proceeding brought in any court or administrative body with respect to any dispute arising out of or relating to this Agreement, and such disputes shall be resolved exclusively through the individual dispute resolution procedure set forth herein. If any provision of this Agreement is held to be invalid or unenforceable by a competent authority, the remaining provisions shall remain in full force and effect, and the Service Provider shall have the sole discretion to replace the invalid or unenforceable provision with a valid provision that best reflects the original intent and economic effect of the invalid provision.

Chapter 7 – Confidentiality

1. The Parties shall ensure the confidentiality of all information (trade and banking secrets) and documentation received from the other Party in connection with the provision of Services under this Agreement during the term of this Agreement and 3 (three) calendar years after its termination (regardless of the grounds for such termination).
2. The Parties shall ensure the proper preservation of such information and documentation and its protection against theft, damage, loss or unauthorized access, and shall prevent the transfer or other disclosure of such information or documentation to any third party, except where such transfer or disclosure is authorized in writing by the other Party or carried out by the authorities (including law enforcement agencies) in accordance with the requirements of the law.
3. Confidentiality obligations under this Agreement shall not apply to information that: (i) was already known to the receiving Party at the time of disclosure; (ii) becomes (is) publicly available through no fault or breach of this Agreement by the receiving Party; or (iii) is disclosed with the prior written consent or authorization of the disclosing Party.
4. Notwithstanding the foregoing, if the receiving Party receives a request, subpoena, order, or other demand from any governmental authority or regulatory body for disclosure of confidential information, the receiving Party shall not disclose such information without the prior written consent of the disclosing Party. In such cases, the receiving Party shall, to the extent permitted by law, promptly notify the disclosing Party of the request so that the disclosing Party may seek a protective order or other appropriate remedy.
5. For the purpose of executing this Agreement and the proper performance of the Services under this Agreement, the Customer hereby gives full consent to the Service Provider to collect, process, store, use, and disclose the Customer’s personal data, as well as the personal data (including confidential information) of third parties provided by the Customer to the Service Provider while using the Services.
6. The Service Provider processes the personal data in the role of the “Controller” (as defined by the “GDPR”, as defined below) and, therefore, takes all appropriate and possible administrative, technical, and other measures to ensure the security, accuracy, completeness, correctness, and safety of such personal data.
7. The Service Provider will only store collected personal data for as long as necessary to achieve the purposes indicated in this Agreement unless otherwise required by the applicable law, which doesn’t contradict GDPR. At any time during the provision of the Services, the Customer may send a request to the Service Provider to exercise its rights under Chapter 3 of the GDPR, including with respect to third-party data provided by the Customer to the Service Provider in order to use the Services. However, if such a request is made before the completion of the Services, its implementation by the Service Provider may result in the unavailability of the Services to the Customer, for which the Service Provider shall not be liable.
8. The Service Provider doesn’t sell the collected personal data to third parties. However, the Service Provider may engage certain third-party services to ensure the performance of this Agreement, namely, but not limited to: Google Workspace, Slack, contact and email management services, and CRM services. In such cases, any Personal Data transmitted to or processed by these third-party services is protected by the security and data protection measures implemented by the respective third-party service and is used solely for purposes defined by the Service Provider in connection with the provision of the Services and in accordance with applicable data protection legislation.
9. By signing this Agreement, the Customer represents and warrants that it will comply with all applicable rules, laws and regulations, court or administrative orders or decrees of any federal, provincial, local, or other governmental entity which has jurisdiction over such circumstances including those concerning data protection, security, and privacy including, if applicable, UK and European General Data Protection Regulation (the “GDPR”), and the California Consumer Privacy Act (the “CCPA”), the Estonian Personal Data Protection Act (Isikuandmete kaitse seadus, RT I 2007, 26, 127), etc.
10. The Parties agree that no separate non-disclosure agreement or similar document is necessary, as the confidentiality provisions set forth in this Agreement adequately govern the protection of confidential information. Accordingly, in the event of any breach of such confidentiality obligations, the breaching Party shall be liable only for actual, verifiable, and documented damages incurred by the non-breaching Party, provided there is a clear and direct causal connection between the breaching Party’s actions and the resulting damages.

Chapter 8 – Term and Termination

1. This Agreement shall become effective as of the date of its initial public posting by the Service Provider and shall remain in force for a period of 3 (three) calendar years, unless the Service Provider removes it from public access earlier. For the avoidance of doubt, the Service Provider’s obligations to provide the Services for any Customer project shall commence only upon receipt of full payment for the relevant Services, which shall constitute the Customer’s final acceptance of this Agreement. Should the term of this Agreement expire, and the Service Provider does not remove the Agreement from public access, this Agreement shall automatically continue in full force for successive 3 (three)-year terms, with no limitation on the number of such renewals.
2. The Service Provider shall have the unilateral right to permanently terminate the provision of the Services and the contractual relationship with the Customer upon providing the Customer with a minimum of five (5) days’ prior notice if the Customer: (i) fails to comply with the requirements for acceptable use of the Services, or otherwise breaches any provision of this Agreement; or (ii) engages in conduct that poses a threat to the Service Provider or its operations.
3. Either Party may terminate the Agreement upon written notice immediately if: (i) the other Party is adjudicated bankrupt or insolvent; (ii) the other Party files a petition under the bankruptcy or insolvency laws of any jurisdiction or has a receiver, trustee or similar officer appointed over all or a substantial part of its assets; or (iii) the other Party is in material breach of any term, provision, representation, or warranty contained in this Agreement, which breach is not cured in 20 (twenty) days of receipt of notice of such breach, or immediately in the event that any such breach is not subject to cure. If the Agreement is terminated on the basis of (iii), due to a breach by the Customer, the Customer shall, within 30 (thirty) days from the date of termination, pay to the Service Provider a contractual penalty of $5,000 (five thousand USD).
4. Termination of the collaboration between the Parties under this Agreement, in the event that the Customer no longer requires the Services after their initial provision, shall be permitted only if the Customer has no outstanding payments and has not breached any provisions of this Agreement. The Customer is obliged to duly settle all invoices up to the date of termination.
5. The provisions of Chapters 4 through 8 shall remain in full force and effect notwithstanding the termination of cooperation between the Parties or the expiration of this Agreement.

Chapter 9 – Final provisions

1. The Parties agree that all terms and definitions contained in this Agreement should be understood as provided by the laws of Estonia.
2. The Parties can amend the Agreement upon mutual consent. Any amendments to the Agreement shall be made in writing and signed by duly authorized representatives of both Parties.
3. Neither Party may assign this Agreement without the prior written consent of the other Party, except that the Service Provider shall have the right to assign this Agreement unilaterally: (i) to any of its affiliates; (ii) in connection with a transfer of its business or assets; or (iii) to a third-party debt collection agency in the event of outstanding payments by the Customer, without the prior consent of the Customer. Any other attempted assignment in violation of this provision shall be null and void.
4. Nothing in this Agreement shall be construed to constitute any representation, joint venture or other form of joint venture between the Parties.
5. Both Parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the Parties, and supersedes and cancels all previous written and oral agreements and communications relating to the subject of this Agreement.
6. If any term or provision of this Agreement is found by any competent court or Authority to be null, void, invalid or otherwise unenforceable, the same shall not affect the other terms or provisions of this Agreement, and the Parties shall negotiate in good faith the modification of the term deemed to be null, void, invalid or otherwise unenforceable to the extent necessary in the court’s opinion to render such term or provision fully valid and enforceable, and the rights and obligations of the Parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the Parties herein set forth.
7. The Agreement is made in two authentic copies of equal legal force, in English, one copy for each of the Parties. Each of the Parties confirms that it has fully read the contents of this Agreement, that it has had the opportunity to obtain advice from legal counsel of its choice, that it has a full, comprehensive and complete understanding of the provisions of this Agreement, does not require translation and fully agrees to each of the terms and conditions of this Agreement.

To resolve any complaints regarding the Services or to obtain additional information concerning the use of the Services, the Customer may contact the Service Provider by sending an email to [email protected].