YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND USERS TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” OR “YOU’ SHALL REFER TO SUCH ENTITY AND ANY OF ITS USERS OR ANY PERSON ON THEIR BEHALF.

By accessing or using the online software applications provided to you by Turtl Surf & Immerse Ltd. (“Company”) hereunder (the “Product”), you acknowledge that you have read and understand the terms of this free trial agreement (the “Agreement”) and accept its terms which constitute a legally binding agreement between You and the Company.

1. Access. Subject to this Agreement and for the duration of the Trial (as defined below), the Company hereby grants to You and your User(s) (as defined below) a non-exclusive, non-transferable, non-sublicensable, limited and revocable license to access the Product and the online technical guides and other end user documentation relating to the Product (the “Documentation”) to: (i) create and edit content using the Product, the output of which shall be referred to as “Turtl Docs”; (ii) to authorise readers to access Turtl Docs by sending them a hyperlink to the Turtl Doc; and (iii) to analyse the content analytics data collected by the Company via the Product (“Content Analytics Data”). In this Agreement, “User(s)” shall mean the individual user(s) authorised by you and the Company to access and use the Product under the terms of this Agreement. You shall remain responsible and liable for the User(s) compliance with this Agreement. You and your Users are responsible for keeping confidential your login details for the Product. You shall not permit them to be used by anyone other than the User(s) to whom the login details are assigned. You will promptly notify us of any unauthorized access to your passwords or access credentials.

2. Use Restrictions. Neither you nor your Users, except to the extent expressly permitted under this Agreement, shall: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product and/or Documentation (as applicable) in any form or media or by any means; nor (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Product; nor (iii) access all or any part of the Product and Documentation in order to build a competing product or service; nor (iv) use the Product and/or Documentation to provide services to third parties; nor (v) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Product and/or Documentation available to any third party except the Users, nor (vi) attempt to obtain, or assist third parties in obtaining, access to the Product and/or Documentation, other than as provided under clause 1 (Access). You and your Users shall not breach the terms of the Company’s Acceptable Use Policy.

3. Customer Data “Customer Data” means the data inputted by You or your Users (or by the Company on your behalf) for the purpose of using the Product. You hereby grant to the Company a non-exclusive, royalty-free, worldwide licence to use, display, reproduce and perform all acts with respect to the Customer Data as may be necessary for the Company to enable you to create Turtl Docs using the Product. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data, including any logos, fonts, graphics or branding required by the Company to create the brand themes to be used by You during the Trial (“Brand Theme”). Furthermore, the Customer shall be liable for obtaining all necessary rights, permissions and consents in respect of the use and distribution of such materials. The Company shall have the right to anonymise content analytics data and shall own all right, title and interest in and to all of such anonymised content analytics data including the right to use such anonymous aggregated analytics data to improve the Product. Notwithstanding anything to the contrary in this Agreement, the Company may monitor your use of the Product and collect and compile data and information related to You and your Users’ use of the Product which may be used by the Company in an aggregated and anonymized manner (“Aggregated Usage Data”). All right, title and interest in Aggregated Usage Data, and all intellectual property rights therein, belong to and are retained solely by the Company. Turtl shall, in providing the Product, comply with its Data Security Policy relating to the Customer Data. For the purposes of the Trial, both parties shall comply with the terms of the Turtl Data Processing Addendum.

4. Functionality. This Agreement does not entitle you to any guaranteed service level availability, support, maintenance, upgrades, or modifications for the Product, and Company may provide limited technical support in its sole discretion.

5. Confidential Information. During the Trial, the Company and the Customer may disclose or make available to the other party information about its business affairs, products, intellectual property, trade secrets, and other sensitive or proprietary information, whether orally or in written, electronic, or other form (“Confidential Information”). Confidential Information does not include information that, at the time of disclosure, is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required to comply with any court order or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure, if permitted and practicable under applicable, shall first have given written notice to the other party. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Proprietary Rights. You acknowledge and agree that the Company owns all intellectual property rights in the Product and the Documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Product or the Documentation. If You or your Users suggests or recommends changes to the Product, including without limitation new features or functionality, or provides any comments or suggestions, or similar thereto (“Feedback”), the Company may use such Feedback, and You hereby assign to the Company all right, title, and interest in any ideas, know-how, concepts, techniques, or other intellectual property rights contained in or developed using the Feedback, for any purpose whatsoever and free of charge. All Feedback is and will be treated as non-confidential.

7. Limitation of Liability. The Product is provided ‘as is’ and, to the fullest extent permitted at law, the Company shall have no liability of any kind in any circumstances whatsoever to You in respect of the Product and/or your participation in the Trial. No representations. conditions, warranties or other terms of any kind are given in respect of the Product, and all statutory warranties and conditions are excluded to the fullest extent possible.

8. Term and Termination. This Agreement is effective as of the date you are provided with your Brand Theme and will continue in effect for a period of fourteen days, unless otherwise extended by agreement between the parties (“Trial”). Notwithstanding the foregoing, Company may terminate this Agreement and your licence to access and use the Product with immediate effect upon any breach of this Agreement by you or your Users. Upon expiration or earlier termination of this Agreement, you and the Users shall immediately discontinue use of the Product, Documentation and any Confidential Information provided hereunder. Furthermore, unless stated otherwise, all licences granted under this Agreement shall immediately terminate and the Customer shall no longer have rights to create or edit any Turtl Docs created prior to termination. The Company, in its sole discretion, may allow any Turtl Docs published by You during the Trial to remain live for a period of up to six months following the date of termination in order to provide authorised readers with continued reader access. At the end of this period if the Customer has not accepted a full licence of the Product, the Company shall destroy or otherwise dispose of any of the Customer Data in its possession. In this respect, and to the extent this clause 8 contradicts clause 2.7.6 of the DPA, for the purposes of this Agreement this clause shall take precedence. This clause together with clauses 3, 5, 6, 7, 9 and 10 shall survive any termination or expiration of this Agreement.

9. General. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. The Customer shall not, without the prior written consent of Company, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

10. Governing Law and Jurisdiction. Governing law and jurisdiction: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales and the parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).