MASTER SUBSCRIPTION AGREEMENT

1. Definitions

• "Services" means the NEO ONE loyalty and customer engagement platform provided by Company.
• "Branded Application" means a customized instance of the NEO ONE mobile application, featuring Customer's name, logo, color scheme, and branding, published by Company under its own Apple Developer Program and Google Play Developer accounts. The Branded Application delivers a white-label user experience but remains under Company's technical and publishing control.
• "Subscription Term" means the annual (yearly) period for which Customer has activated access to the Services.
• "Data Processing Agreement (DPA)" means the data processing terms in Exhibit A, incorporated herein by reference.

2. Provision of Services

2.1 License Grant

Subject to payment and compliance, Company grants Customer a non-exclusive, non-transferable, revocable license to offer the Branded Application to its end users during the yearly Subscription Term.

2.2 White-Label Experience

Company will customize the NEO ONE mobile application with Customer's branding (name, logo, colors) to deliver a white-label end-user experience. Customer acknowledges that:

• (a) The Branded Application is a customized instance of Company's proprietary software;
• (b) Company retains full ownership of all code, IP, and underlying technology;
• (c) No ownership or publishing rights are transferred to Customer.

2.3 Publishing Responsibility

Company shall publish and maintain the Branded Application under its own Apple and Google developer accounts. Customer acknowledges that:

• (a) Company is the legal publisher on all app stores;
• (b) Customer has no access to store credentials, certificates, or listing controls;
• (c) App store listings may display Company's legal name as publisher, per platform requirements.

3. App Store Management and Takedown

3.1 Updates and Compliance

Company is responsible for:

• (a) Submitting app updates to Apple and Google;
• (b) Ensuring compliance with app store policies;
• (c) Maintaining developer account standing.

3.2 Removal Upon Termination or Expiry

Upon expiration or termination of this Agreement for any reason, Company shall deactivate the Branded Application and remove it from all app stores within fourteen (14) calendar days. Customer acknowledges that all rights to use, promote, or distribute the Branded Application terminate automatically at the end of the Subscription Term, and no further action by Customer is required or permitted.

4. Fees and Payment

4.1 Customer shall pay fees as published on the Company's pricing page at https://neo-one.eu/pricing.

4.2 All licenses are granted on a yearly subscription basis only — no perpetual license or ownership is conveyed.

4.3 Fees are exclusive of taxes. Customer is responsible for applicable VAT or similar taxes.

4.4 Late payments accrue interest at 1.5% per month.

5. Term and Termination

5.1 This Agreement begins on the Effective Date and continues for an initial yearly Subscription Term, automatically renewing for successive yearly terms unless either party gives 30 days' written notice prior to renewal.

5.2 Upon termination or non-renewal, Customer must:

• Cease all use of the Services
• Stop directing end users to the Branded Application
• Pay all outstanding fees

6. Data Protection

6.1 Customer is the data controller; Company is the data processor under GDPR.

6.2 The Data Processing Agreement (Exhibit A) governs all personal data processing and is incorporated by reference.

7. Intellectual Property

7.1 Company retains all rights, title, and interest in the NEO ONE platform, including source code, UI, APIs, and algorithms.

7.2 Customer acquires no ownership rights — only a limited annual license.

7.3 Customer grants Company a limited license to use its brand assets solely for customization of the Branded Application.

8. Confidentiality, Warranties, Liability, and General

• Confidentiality: Both parties shall protect each other's confidential information.
• Warranty: Services provided "as is." Company disclaims all other warranties.
• Liability Cap: Company's total liability shall not exceed fees paid by Customer in the 12 months preceding the claim.
• Governing Law: Laws of the Republic of Cyprus and EU law (including GDPR).
• Jurisdiction: Courts of Nicosia, Cyprus.
• Notices: Sent via email to addresses on file.
• Amendments: Company may update terms with 30 days' notice at https://neo-one.eu/legal/terms.
• Electronic Signatures: Valid under eIDAS and Cyprus law.
• Entire Agreement: Includes this document and Exhibit A.

Electronic Signature and Delivery

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures (including clickwrap acceptance, DocuSign, Adobe Sign, or similar) shall be deemed original signatures and are legally binding to the fullest extent permitted by applicable law, including the eIDAS Regulation (EU) No 910/2014 and the laws of the Republic of Cyprus giving electronic agreements the same legal standing as paper contracts. GDPR Article 28(9) explicitly allows data processing agreements to be in "electronic form."

Delivery of an executed counterpart by email or electronic means shall be effective as delivery of a manually executed original.