SOFTWARE DEVELOPMENT AGREEMENT

This Agreement is between you, the client (Client, Broker, you, your) and PayBitoPro (we, our, us, developer), which is the owner and operator of an online platform for the provision of brokerage services in cryptocurrencies (the Platform) which can be accessed at www.paybito.com (the Website) or via our Android/iOS mobile Apps or desktop application.

By using the Broker White Software Development service you acknowledge that you have read, understood and accepted all of the terms and conditions of this service, and you acknowledge and agree that you will be bound by and will comply with these Terms. If you do not understand and accept these service Terms in their entirety, you should not use this service.

You enter into this Agreement on the date (“Effective Date”) on which you checked the check box available to you while upgrading to a subscription plan where iOS app delivery is included.

WHEREAS, Developer is engaged in the business of software application development and possesses certain technical expertise in designing, developing, and testing software and related materials used in web and mobile applications; and

WHEREAS, Client wishes to engage Developer to deliver certain unique and proprietary software developed and/or customized specifically for Client (the “Software”) and Developer is willing to accept the engagement to develop such Software on the terms and subject to the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein and intending to be legally bound, the Parties hereto agree as follows:

1. ENGAGEMENT OF DEVELOPER

• Scope of Engagement. Subject to the terms and conditions of this Agreement, Client hereby retains the services of Developer to design, develop, and implement the Software in accordance with the requirements, and deliverables (“Specifications”) as described in Exhibit “A” attached hereto and incorporated herein by reference (collectively, the “Work”). Developer may use employees and/or contractors capable of designing and implementing the Software. Client will cooperate with the Developer's reasonable requests for information necessary to accomplish the tasks and objectives for completion of the
• Developer’s Duties and Responsibilities. Developer and Client will jointly define the Specification and Developer will: (a) Perform the Work in accordance with the Specification; (b) use reasonable efforts to deliver the Software to Client as soon as commercially practicable in accordance with the Specification; and (c) assign a project manager who is responsible for managing the day-to-day activities, reporting and resource allocation. Developer shall be responsible for delivering and performing only those professional services specifically identified in Exhibit “A”.
• Changes to Scope. In the event Client wishes to make any modification to the Work, Client must provide a detailed proposal to Developer in writing specifying the desired changes (“Change Request”). Developer will evaluate each Change Request at its standard rates and charges. Developer shall submit to Client a written response to each Change Request within seven_(7) business days following receipt thereof (“Change Request Response”). Developer’s Change Request Response shall include a statement of the availability of Developer’s personnel and resources, as well as any impact the proposed changes will have on the price, delivery dates, deliverables, or warranty provisions of this Agreement. Client shall use its reasonable efforts to accept, reject, or propose modifications to each such Change Request Response within seven (7) business days following receipt thereof. Upon acceptance by Client of a Change Request Response and its corresponding Change request, the Work shall be amended by means of a written, jointly executed, addendum to Exhibit “A” of this Agreement.
• Marketing. Client grants Developer the right to use Client’s name, service marks, and a description of its services in Developer’s marketing materials or other written promotional campaigns. Either Party may elect to issue a press release related to this Agreement with prior approval from the other Party, which approval shall not be unreasonably withheld.
• Independent Contractor. Developer is not an employee of Client. Developer shall not be eligible for any benefits given by Client to its employees. The Parties are and remain independent contractors. At its own expense, Developer may use employees or subcontractors to develop the Software or otherwise complete the Work. Nothing in this Agreement will be deemed to create an agency, partnership, or joint venture between the Parties. Neither Party has authority to bind the other or incur any liability or otherwise act on behalf of the other

2. CLIENT RESPONSIBILITIES

• 2.1 Assigned Tasks. Client agrees to perform all of the tasks assigned to Client as set forth in this Agreement and to provide all assistance and cooperation to the Developer in order to complete timely and efficiently the Work and execute all Change Requests. Client shall be responsible for making, at its own expense, any changes or additions to Clients’ current systems, software, and hardware that may be required to support operation of the Software.
• 2.2 Acceptance Testing. Client shall make available such personnel as necessary for testing the Software and training users of the Software and prepare complete acceptance test data for testing the Software.
• 2.3 Lawful Purpose. Client will only use the Software for lawful purposes.

3. ACCEPTANCE OF SOFTWARE

• 3.1 Acceptance Test Plan . Client shall, in cooperation with the Developer, prepare and be responsible for a plan for the Client acceptance test (“Acceptance Test Plan”), with acceptance test procedures suitable for verifying that the Software meets the agreed requirements of the Specification. The Acceptance Test Plan shall describe how the Client acceptance test will be carried out, and shall contain a detailed description of the tests to be performed, as well as the acceptance criteria.
• 3.2 Acceptance Period Client will have the specified number of days following the date of delivery of the Software, as set forth in the Specification to inspect, test, and assess the Software and determine whether it satisfies the acceptance criteria in accordance with the procedures set forth in the Specification. Client acceptance test shall be performed in accordance with the Acceptance Test Plan.
• 3.3 Approval. If Client approves the acceptance test, then Client shall give Developer written notice to such effect without undue delay. The acceptance test is deemed to be approved unless Client has notified the Developer in writing, within thirty ( 30 ) business days after the test was to be completed according to the Acceptance Test Plan, stating that it is not approved. The acceptance test is also deemed to have been approved if Client elects to put the Software into operation before the test has been approved by Client.
• 3.4 Rejection. If Client refuses to approve the acceptance test, such rejection shall be explained in writing. If the Developer wishes to argue the rejection is unjustified, written notice shall be given to such effect, which notice shall be given within thirty ( 30) business days. If Client still refuses to approve the acceptance test, the dispute shall be resolved pursuant to Section 11.1 of this Agreement. If the Developer does not dispute the rejection, then the Developer shall have thirty ( 30) business days to send the Client a timetable for repairing the errors associated with the Software. Developer shall give written notice to Client when the repairs have been completed and Client shall promptly resume its acceptance test. The approval period may only commence when the acceptance test has been approved by Client.
• 3.5 Commissioning. The Software shall be put into regular operation after the Client acceptance test has been successfully completed and approved.

4. COMPENSATION AND PAYMENT

• The Client agrees to continue with the subscription plan subscribed by the Client at the time of upgrade or upgrades to a higher subscription plan, and remains on an active plan that includes iOS app delivery at all times for the iOS app to be live and functional in the Apple Store. If the Client's subscription plan expires at any point of time, or payment is not received as per the subscription plan terms, the Developer shall be absolved from any liability of the app's non-functionality and the developer shall have the right to remove the app from the Apple Store.

5. TERM AND TERMINATION

• 5.1 Term This Agreement is effective as of the Effective Date and will continue in full force and effect as long as the Client continues with the subscription plan subscribed by the Client at the time of upgrade or upgrades to a higher subscription plan, and remains on an active plan that includes iOS app delivery at all times for the iOS app to be live and functional in the Apple Store.
• 5.2 Termination. This Agreement would automatically terminate if the Client is not on an active plan that includes iOS app delivery at all times. Upon termination, the Developer shall be absolved from any liability of the app's non-functionality and the developer shall have the right to remove the app from the Apple Store.

6. CONFIDENTIALITY

• 6.1 Client’s Confidential Information. All information relating to Client that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Developer and will not be disclosed or used by Developer except to the extent that such disclosure or use is reasonably necessary to the performance of the Work.
• 6.2 Developer’s Confidential Information. All information relating to Developer that is known to be confidential or proprietary, or which is clearly marked as such, will be held in confidence by Client and will not be disclosed or used by Client except to the extent that such disclosure or use is reasonably necessary to the performance of Client’s duties and obligations under this Agreement.
• 6.3 Survival. These obligations of confidentiality will extend for a period of Five (5 ) years after the termination of this Agreement, but will not apply with respect to information that is independently developed by the Parties, lawfully becomes a part of the public domain, or of which the Parties gain knowledge or possession free of any confidentiality obligation.

7. INTELLECTUAL PROPERTY RIGHTS

• Client agrees that the development of the iOS app and the Developer Tools is the sole property of Developer. “Developer Tools” means the materials, information, trade secrets, generic programming codes and segments, algorithms, methodologies, processes, tools, data, documents, notes, programming techniques, reusable objects, routines, formulae and templates. The Developer grants the Client a worldwide, restricted, revocable, non-transferable license to use, market, perform, display, and disclose such items. The grant of license is contingent upon the Client remaining on an active plan that includes iOS app delivery at all times.

8. WARRANTIES AND DISCLAIMERS

• 8.1 Software. The Software furnished under this Agreement is provided on an “as is” basis, without any warranties or representations express, implied or statutory, including without limitation, warranties of quality, merchantability or fitness for a particular purpose. Nor are there any warranties created by a course of dealing, course of performance or trade usage. Developer does not warrant that the software will meet client’s needs or be free from errors or that the operation of the software will be uninterrupted. The foregoing exclusions and disclaimers are an essential part of the Agreement and formed the basis for determining the price charged for the Software.
• 8.2 Performance Standard. Developer warrants the Work will be performed in a workmanlike manner, and in conformity with generally prevailing industry standards. Client must report any material deficiencies in the Work to Developer in writing within Seven( 7) days after Client receives the Work. Client’s exclusive remedy for the breach of this warranty will be the re-performance of the Work within a commercially reasonable time. THIS WARRANTY IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS, OR STATEMENTS MADE ON OR PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.
• 8.3 No Infringement. Developer warrants the Software will not infringe on any copyright, patent, trade secret or other intellectual property interest of any third party. Developer will indemnify and hold Client harmless from and against all such infringement claims, losses, suits and damages including, but not limited to attorney’s fees and costs. Following any bona-fide claim of infringement, Developer shall promptly correct the Software so as not to be infringing, or secure (at its own expense) the right of Client to use the Software without infringement.
• 8.4 No Third Party Warranties. Developer makes no warranty of any kind, whether express or implied, with regard to any products, software, content, equipment, or hardware obtained from third parties.
• 8.5 No Other Warranties. THE WARRANTIES SET FORTH IN THIS AGREEMENT ARE THE ONLY WARRANTIES GRANTED BY DEVELOPER AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING AS A RESULT OF OR RELATED TO PERFORMANCE OF THE WORK, REGARDLESS OF THE TYPE OF CLAIM AND EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH AS, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. TO THE EXTENT ALLOWED BY LAW, CLIENT WILL INDEMNIFY AND HOLD DEVELOPER HARMLESS AGAINST ANY CLAIMS INCURRED BY DEVELOPER ARISING OUT OF OR IN CONJUNCTION WITH CLIENT’S BREACH OF THIS AGREEMENT, AS WELL AS REASONABLE COSTS, EXPENSES, AND ATTORNEY’S FEES INCURRED THEREIN.

10. NON-SOLICITATION

During the period of this Agreement and for Twelve  ( 12) months thereafter, regardless of the reason or cause for that termination, neither Party will directly or indirectly engage in any conduct that will substantially diminish the value of the other Party’s business including, without limitation: (a) solicit or attempt to solicit any business from any of the other Party’s customers, clients, or prospects; or (b) offer employment to or hire any employee or subcontractor of the other Party.

11. GENERAL CONDITIONS

• 11.1 Governing Law. This Agreement is governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. If any dispute arises concerning this Agreement, venue shall be laid exclusively in the state and federal courts of Santa Clara County, California which shall have exclusive jurisdiction over such dispute and the Parties consent to the personal jurisdiction of such courts. If legal action or other proceeding of any nature whatsoever is brought in connection with any dispute arising out of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all attorneys’ fees and costs incurred by the prevailing Party in connection with such dispute.
• 11.2 Excusable Delays. Developer shall not be responsible for delays or failures in performance resulting from acts beyond the control of Developer, including, without limitation, acts of God, strikes, riots, acts of war, epidemics, fire, communication and power line failures, earthquakes, and hurricanes.
• 11.3 Assignment. The rights, duties, and privileges of a Party to this Agreement shall not be transferred or assigned by it, in whole or in part, without the prior written consent of the other Party. If Client sells its business to a third party, such consent by Developer will not be unreasonably withheld.
• 11.4 Entire Agreement; Amendment. This Agreement constitutes the entire Agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior Agreements or understandings with respect thereto. This Agreement may not be amended except by a writing signed by an authorized representative of both Parties.
• 11.5 Severability. In case of any one or more of the provisions of this Agreement should be held invalid, illegal or unenforceable, each such provision shall be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions contained in this Agreement shall not in any way be affected or impaired.
• 11.6 No Waiver. Neither Party’s failure to enforce strict performance of any provision of this Agreement will constitute a waiver of a right to subsequently enforce such a provision No modification, extension or waiver of this Agreement shall be valid unless made in writing and signed by an authorized representative of the Party to be charged. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of this Agreement.
• 11.7 Notices. All notices, demands or other communications required or permitted to be given under this Agreement by either Party to the other may be effected either by personal delivery in writing or by U.S. mail, registered or certified, postage prepaid with return receipt Mailed notices shall be addressed to the other Party at the address appearing in the introductory paragraph of this Agreement, but each Party may change such address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two (2) days after mailing.
• 11.8 Counterparts. The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one Agreement.

11.9 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives, as of the Effective Date.

Exhibit “A”

Specification

1. Technical Requirements

1.1 iOS App Information

1. The Client agrees to provide the Developer with the following information related to their iOS app:

• 1. Name of the iOS App: [Client's App Name]
• 2. Logo of the iOS App: [Client's App Logo]

1.2 Play Store Submission

• 1. Upon completion of the software development project, the Developer will provide the final build of the iOS app to the Client.
• 2. The Client is responsible for submitting the app to the Apple App Store and managing the app's publication on the App Store.
• 3. The Client may seek assistance from the Developer in understanding the process of uploading the app to the App Store and any related technical guidance.

2. Project Deliverables

2.1 Final iOS App

1. 1. The Developer agrees to deliver the final build of the iOS App to the Client upon successful completion of the software development project.
2. 2. The developer will assist the client throughout the process of uploading the app to the Apple App Store.