This Non-Disclosure Agreement (the “Agreement”) is made by and between CrossFi Cain

This Non-Disclosure Agreement (the “Agreement”) is made by and between CrossFi Cain

S.r.o., a company incorporated under the laws of the Czech Republic, with offices located at

Vivoka 532/8, Žižkov, 130 00, Prague 3 (“CrossFi” or the “Disclosing Party”), and any person

who accesses and participates in the closed beta testing of the CrossFi mobile application

(“Tester” or the “Receiving Party”). Each of CrossFi and the Tester may be referred to herein

individually as a “Party” and collectively as the “Parties.”

This Agreement is effective as of the date on which the individual or entity accepts this

Agreement through the CrossFi mobile application (the “Effective Date”).

By clicking “I Agree” or otherwise affirmatively accepting the terms of this Agreement

through the CrossFi mobie application (the “CrossFi App”), the Tester acknowledges and

agrees to be legally bound by this Agreement.

1. SUBJECT OF AGREEMENT

1.1. This Agreement is entered into for the purpose of protecting the confidentiality of

certain non-public, proprietary, and sensitive information that the Disclosing Party may

disclose to the Receiving Party in the course of a closed beta testing initiative related to

the CrossFi mobile application (the “CrossFi App”) and associated services.

1.2. “Project” refers to the private beta testing program organized by the Disclosing Party,

under which a limited number of pre-selected users are provided with early access to

the CrossFi App and a payment card for the purpose of functionality testing, feedback

collection, and performance evaluation.

1.3. As part of the Project, the Receiving Party may gain access to confidential information

including, but not limited to, technical features, functionalities, UX/UI elements,

system architecture, marketing plans, or business strategies, as well as information

regarding the nature and issuer of the payment card being tested.

1.4. For the purposes of this Agreement, “Visa” refers to Visa Inc., its affiliates, and any

payment card services operated under the Visa brand.2

1.5. In particular, the Receiving Party acknowledges that one of the core confidentiality

requirements under this Agreement is the strict prohibition on disclosing, in any form

or forum (whether public or private), that the card being tested is a Visa-branded

product or that any form of cooperation exists between CrossFi and Visa in connection

with this beta testing phase. The Receiving Party shall not make reference to Visa, its

trademarks, or any implication of partnership in any communication, publication, or

online medium.

2. CONFIDENTIAL INFORMATION DEFINED

2.1. “Confidential Information” means Disclosing Party’s information (in oral, written,

visual or any other form), including:

(a) information that Disclosing Party designates as confidential;

(b) the terms of this Agreement and information that Disclosing Party discloses to

Receiving Party in the course of performing under this Agreement, other than

the fact that the Parties have entered into this Agreement;

(c) all information relating to trade secrets, markets, marketing plans, business

opportunities, research, assets, liabilities, prices, costs, revenues, profits,

finances, investors, products, product plans, development efforts, know-how,

patents, inventions, algorithms, equipment, ideas, formulae, programs, user

interfaces, software, software source documents, designs, sketches, schematics,

drawings, works of authorship, models, procedures, processes, techniques,

methods, strategies, research, organization, employees, agents, resellers,

contracts, customer data, and customer information;

(d) any other information that Receiving Party knows or reasonably should know

to be Confidential Information of Disclosing Party;

(e) any information related to the existence, participants, technical details, or any

third-party involvement (including payment card brands or issuers) in

connection with the closed beta testing of the CrossFi App.

2.2. Confidential Information does not include information that:3

(a) is generally available to the public;

(b) either Party has received from a third party without any obligation of

confidentiality;

(c) was in the possession of Receiving Party prior to receipt from Disclosing Party

without any related obligation of confidentiality; or

(d) Receiving Party has independently developed without using material or

information received from Disclosing Party.

3. OBLIGATION TO MAINTAIN CONFIDENTIALITY

Receiving Party will hold in strict confidence and not disclose Confidential Information

to any third party and will not use Confidential Information for purposes other than the

performance of the Project without Disclosing Party’s prior written consent. Receiving

Party will limit access to the Confidential Information to only those of its employees or

authorized representatives that have a need to know and who have signed

confidentiality agreements containing, or are otherwise bound by, confidentiality

obligations at least as restrictive as those contained in this Agreement.

4. SAFEGUARDS

Receiving Party will take reasonable measures to safeguard Confidential Information.

If Receiving Party loses or discloses any of the Confidential Information without

authorization, Receiving Party will promptly notify Disclosing Party in writing and take

reasonable measures to minimize any damage to Disclosing Party or a third party as a

result of the disclosure or loss.

5. PERMITTED DISCLOSURE

The Parties may provide access to Confidential Information if required to do so by law,

rule, or regulation, provided that Receiving Party gives as much notice as is reasonably

practical and provides reasonable assistance to Disclosing Party in challenging the

disclosure required by law, rule, or regulation.

6. TERM OF AGREEMENT4

Each Party’s obligations concerning Confidential Information contained in this

Agreement will remain in effect until the Confidential Information is destroyed. Upon

Disclosing Party’s written request, Receiving Party will promptly return to Disclosing

Party all documents and other tangible materials containing any Confidential

Information.

7. REMEDIES

If Receiving Party breaches its obligations of confidentiality or unauthorized use of

Confidential Information, Disclosing Party will suffer irreparable harm for which

recovery of damages would be inadequate and will be entitled to obtain timely equitable

relief, which includes injunctive relief and monetary damages.

8. MISCELLANEOUS PROVISIONS

8.1. Successors and Assigns. This Agreement will be binding on the Parties’ successors

and assigns.

8.2. Modification; Waiver. This Agreement may not be modified or amended except by a

written instrument signed by both Parties. No waiver will be implied from conduct or

failure to enforce rights, and no waiver will be effective unless in writing signed on

behalf of the Party against whom the waiver is asserted. The exercise of any right or

remedy provided in this Agreement will be without prejudice to the right to exercise

any other right or remedy provided by law or equity, except as expressly limited in this

Agreement.

8.3. Notices. All notices and other communications required or permitted by this Agreement

to be in writing will be effective upon receipt, which must be acknowledged by the

receiving Party, and must be sent by hand, e-mail, facsimile, or air courier to the address

provided on this Agreement’s signature page. The Parties may change the names,

addresses and e-mail addresses for notices by means of a written notice given to the

other Party at least 5 days prior to the effective date of such change.

8.4. No Third-Party Beneficiaries. This Agreement has been entered into for the sole

benefit of the Parties and does not confer any benefits on any third parties.5

8.5. Governing Law. This Agreement and all actions arising out of or in connection with

this Agreement will be governed by and construed in accordance with the laws of the

Czech Republic.

8.6. Resolution of Disputes. The Parties shall resolve any dispute, controversy, or claim

arising out of or relating to this Agreement, or the breach, termination or invalidity

hereof (each, a “Dispute“), in accordance with the procedure set forth in this Article. A

Party shall send written notice to the other Party of any Dispute (“Dispute Notice“).

The Parties shall first attempt in good faith to resolve any Dispute set forth in the

Dispute Notice by negotiation and consultation between themselves. In the event that

such Dispute is not resolved on an informal basis within 30 (thirty) Business Days after

one Party delivers the Dispute Notice to the other Party, either Party may initiate court

proceedings in the competent courts of the Czech Republic.

8.7. Severability. If any of the provisions of this Agreement are or become illegal,

unenforceable, or invalid (in whole or in part for any reason), the remainder of this

Agreement will remain in full force and effect without being impaired or invalidated.

8.8. Survival. Termination of this Agreement does not release any Party from liabilities or

obligations set forth in the Agreement which (a) the Parties have expressly agreed

would survive termination or (b) remain to be performed.

8.9. Entire Agreement. This Agreement contains the entire understanding of the Parties

with respect to the matters contained in it and supersedes all previous agreements and

undertakings of the Parties relating to the same subject matter.

9. ACKNOWLEDGEMENT AND ACCEPTANCE

By clicking “I Agree” or otherwise accepting this Agreement through the CrossFi App,

the Tester acknowledges that they have read, understood, and agree to be legally bound

by the terms of this Non-Disclosure Agreement.