Scallop Group UAB Lithuania, and Scallop Fintech Spolka Z in Poland are independent entities with segregated activities.

1. THE APPLICATION

Scallop Group (hereinafter: Application) is a piece of software created to Provide Fintech services for customized mobile devices.

2. SCOPE OF LICENSE

2.1.You are given a non-transferable, non-exclusive, non-sublicensable license to install and use the Licensed Application on any device.

2.2.This license will also govern any updates of the Application provided by Licensor that replace, repair, and/or supplement the first Application, unless a separate license is provided for such update in which case the terms of that new license will govern.

2.3.You may not share or make the Application available to third parties (unless to the degree allowed by the Apple and Google Terms and Conditions, and with Scallop Group Limited's prior written consent), sell, rent, lend, lease or otherwise redistribute the Application.

2.4.You may not reverse engineer, translate, disassemble, integrate, decompile, integrate, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Application, or any part thereof (except with Company's prior written consent).

2.5.You may not copy (excluding when expressly authorized by this license and the Usage Rules) or alter the Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the App Store Terms of Service, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time.

2.6.Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.

2.7.Licensor reserves the right to modify the terms and conditions of licensing.

2.8.Nothing in this license should be interpreted to restrict third-party terms. When using the Application, You must ensure that You comply with applicable third-party terms and conditions.

3. TECHNICAL REQUIREMENTS

3.1.Licensor attempts to keep the Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.

3.2.You acknowledge that it is Your responsibility to confirm and determine that the app end-user device on which You intend to use the Application satisfies the technical specifications mentioned above.

3.3.Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.

4. MAINTENANCE AND SUPPORT

4.1.The Licensor is solely responsible for providing any maintenance and support services for this licensed Application. You can reach the Licensor at the email address listed in the App Store Overview for this licensed Application.

5. USE OF DATA

You acknowledge that Licensor will be able to access and adjust Your downloaded licensed Application content and Your personal information, and that Licensor's use of such material and information is subject to Your legal agreements with Licensor and Licensor's privacy policy: http://www.scallopx.com/privacy_policy.

6. USER GENERATED CONTRIBUTIONS

The Application does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Application and through third-party websites or applications. As such, any Contributions you transmit may be treated in accordance with the Application Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

2.You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Application, and other users of the Application to use your Contributions in any manner contemplated by the Application and these Terms of Use.

3.You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Application and these Terms of Use.

4.Your Contributions are not false, inaccurate, or misleading.

5.Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

6.Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

7.Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

8.Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

9.Your Contributions do not violate any applicable law, regulation, or rule.

10.Your Contributions do not violate the privacy or publicity rights of any third party.

11.Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

12.Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.

13.Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

14.Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Application in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Application.

7. CONTRIBUTION LICENSE

You agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices (including settings).

By submitting suggestions of other feedback regarding the Application, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Application. You are solely responsible for your Contributions to the Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

8. LIABILITY

8.1.Licensor's responsibility in the case of violation of obligations and tort shall be limited to intent and gross negligence. Only in case of a breach of essential contractual duties (cardinal obligations), Licensor shall also be liable in case of slight negligence. In any case, liability shall be limited to the foreseeable, contractually typical damages. The limitation mentioned above does not apply to injuries to life, limb, or health.

8.2.Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this Agreement. To avoid data loss, You are required to make use of backup functions of the Application to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Application, You will not have access to licensed Application.

9. WARRANTY

9.1. Licensor warrants that the Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. Licensor warrants that the Application works as described in the user documentation.

9.2.No warranty is provided for the Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside ofScallop Group Limited's sphere of influence that affect the executability of the Application.

9.3.You are required to inspect the Application immediately after installing it and notify Scallop Group Limited about issues discovered without delay by e-mail.

9.4.If we confirm that the Application is defective, Scallop Group Limited reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.

9.5.In the event of any failure of the Application to conform to any applicable warranty, You may notify the App-Store-Operator, and Your Application purchase price will be refunded to You. To the maximum extent permitted by applicable law, the App-Store-Operator will have no other warranty obligation whatsoever with respect to the App, and any other losses, claims, damages, liabilities, expenses and costs attributable to any negligence to adhere to any warranty

9.6.If the user is an entrepreneur, any claim based on faults expires after a statutory period of limitation amounting to twelve (12) months after the Application was made available to the user. The statutory periods of limitation given by law apply for users who are consumers.

10. PRODUCT CLAIMS

Scallop Group Limited and the End-User acknowledge that Scallop Group Limited, and not Apple or Google, is responsible for addressing any claims of the End-User or any third party relating to the licensed Application or the End-User’s possession and/or use of that licensed Application, including, but not limited to:

10.1.product liability claims;

10.2.any claim that the licensed Application fails to conform to any applicable legal or regulatory requirement; and

10.3. claims arising under consumer protection, privacy, or similar legislation, including in connection with Your Licensed Application’s use of the HealthKit and HomeKit.

11. LEGAL COMPLIANCE

You represent and warrant that You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and that You are not listed on any U.S. Government list of prohibited or restricted parties.

12. STATEMENTS

You can decide whether information about your payment instrument should be actively provided to your customer (e.g. in a monthly statement sent to your email address) or instead made available for your customer to obtain (e.g. via your online account, without an accompanying email notification).

13. MONEY PAID BY YOU (THE CUSTOMER) TO THE WRONG PERSON

If you gives you the wrong details for a payment or you tell us about an incorrect payment more than 13 months after it was made, we don’t have to give you a refund but we'll try and trace it for you. We may charge you a reasonable fee to cover our costs in doing this.

14. LIABILITY FOR UNAUTHORISED TRANSACTIONS

Unless you have acted fraudulently or with intent or gross negligence, you will only be liable for a maximum of £35 (or the equivalent in the currency of your payment instrument) up until the time you inform us that your payment instrument has been lost or stolen. You will not be liable for any losses which occur on their payment instrument after they have informed you that it has been lost or stolen. If they're due a refund for an unauthorised transaction, we'll make sure you receive this no later than the end of the next business day.

15. LATE EXECUTION OF PAYMENT TRANSACTIONS

If you make payments directly from your account to another person and if a payment you make within the EEA arrives later than it should have, you can ask us to contact the receiving bank and ask them to treat it as if it was made on time.

16. CONTACTING YOU IN AN EMERGENCY

We may need to contact you urgently if we suspect or find fraudulent activity has occurred on your account (provided we are not prohibited from doing so by law) or if we suffer a security threat. To do so, we may (for example) send you a text message instead of calling or emailing you, if we think this is the quickest way to contact you. When we contact you, we will also give you information on how you can minimise any risk to your payment instrument depending on the nature of the security threat. We’ll use the same contact details which you have already provided us with when contacting you. You must inform us immediately if your personal details or contact information change.

17. COMPLAINTS

We will try to resolve any complaints you have about your payment instrument or the service we provide to you within 15 business days of receiving your complaint and in exceptional circumstances, within 35 business days (and we will let you know if this is the case). We are updating our complaints procedure to reflect this.

18. CONTACT INFORMATION

For general inquiries, complaints, questions or claims concerning the licensed Application, please contact:

Scallop Group UAB

Filaretu st, 99A

Vilnius

LT-01215

Lithuania

19. TERMINATION

The license is valid until terminated by Scallop Group UAB or by You. Your rights under this license will terminate automatically and without notice from Scallop Group if You fail to adhere to any term(s) of this license. Upon License termination, You shall stop all use of the Application, and destroy all copies, full or partial, of the Application.

20. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY

Scallop Group UAB represents and warrants that Scallop Group UAB will comply with applicable third-party terms of agreement when using licensed Application.

21. INTELLECTUAL PROPERTY RIGHTS

Scallop Group and the End-User acknowledge that, in the event of any third-party claim that the licensed Application or the End-User's possession and use of that licensed Application infringes on the third party's intellectual property rights, Scallop Group Limited, and not Apple or Google, will be solely responsible for the investigation, defense, settlement and discharge or any such intellectual property infringement claims.

22. APPLICABLE LAW

This license agreement is governed by the laws of the Lithuania excluding its conflicts of law rules.

23. MISCELLANEOUS

If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.

Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.