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Terms and Conditions of Use

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Effective as January 8, 2026

These are the terms and conditions that apply to your use of WYZLY ("T&Cs").

WYZLY is an application for smart devices ("WYZLY") that was developed and is owned by NRCH'D Holdings, Inc., a Delaware corporation ("we", "us", "our").

WYZLY provides you with the ability to exercise more control over the amount of time your children spend on smart devices, while providing them with incentives to earn more screentime by completing various educational tasks.

1. Onboarding; Binding Contract

1.1 The first time that you use WYZLY, you will go through an onboarding process, in which you will set up an account and provide requested information. Following this process, you will be requested to indicate your agreement to these T&Cs and acknowledgment of our Privacy Policy. By proceeding with the onboarding process and accepting these T&Cs, a binding legal contract is entered into between us and you concerning our provision and your use of WYZLY (the "Agreement"). The Agreement consists of these T&Cs and the Privacy Policy (the "Agreement").

1.2 If you do not indicate acceptance of these T&Cs and acknowledgment of the Privacy Policy in the manner required, you will not be able to use WYZLY. However, if for some reason you are able to use WYZLY without having indicated your acceptance of these T&Cs and the Privacy Policy in the manner required, then by continuing to use WYZLY, you are also indicating your acceptance of these T&Cs and acknowledgment of the Privacy Policy the Agreement will still be legally binding on you.

1.3 We reserve the right at any time to update the T&Cs and/or the Privacy Policy. If we do update either of these, you will be notified by a push notification or the next time that you open WYZLY, or any other manner of communication available to us. The updated version will be effective as of the date of publication. By continuing to use WYZLY following such notification, you are indicating that you agree to and acknowledge the revised T&Cs and/or Privacy Policy, and the Agreement shall be deemed to be updated accordingly.

1.4 Your acceptance of the T&Cs, Privacy Policy and updates thereto, apply to each and every time that you use WYZLY, even though you will not be asked to indicate your acceptance every time you open WYZLY and the Agreement will continue to apply every time you use WYLZY.

1.5 While creating your WYZLY account, you will be asked to provide details regarding each child whose screentime you wish to regulate with WYZLY. Requested details, some of which are optional to answer, may include the child's age, birth date, school grade, details of the school, the category of WYZLY service being selected (i.e. Limited, Standard and Flexible – explanations of which are provided during the onboarding process) and a username for the child. The username does not have to be your actual child's name and for privacy purposes, we encourage you to use a nickname that will not enable anybody else to identify your child. For additional details regarding our personal data processing practices please see our Privacy Policy. The effectiveness and appropriateness of the services provided by WYZLY may be affected by any inaccurate or partial information that you provide WYZLY. For example, certain parameters and functions of the services provided are determined by the child's school year and selecting the wrong school year will result in the services being tailored for a child of a different age to that of your child. We take no responsibility for the results of any incorrect information, partial or misleading information that you enter into WYZLY as part of the onboarding process or when any information in your account is updated. Additionally, WYZLY has been developed for controlling screentime of 5 year olds to 12 year olds and we shall have no responsibility arising from the use of WYZLY by anyone outside of this age range.

1.6 To complete the onboarding process, you will have to install WYZLY onto each device that your child(ren) use and that you want to regulate their use of (each, a "Controlled Device"). Following installation of WYZLY on a Controlled Device, you will need to link the WYZLY on your device to the WYZLY on the Controlled Device and then complete the onboarding process for your child on the newly linked device. Method of installation and linking of WYZLY apps depends on the type of subscription you have with Apple, Android or any other such service provider that WYZLY may be available from and you will receive clear instructions during the onboarding process. It is important that you follow the instructions carefully and ensure that you have linked the WYZLY on your device to the WYZLY on each Controlled Device. You will also be able to manage devices from your account, adding and removing devices as required any time.

2. The WYZLY Service and the License to Use that Service

2.1 When WYZLY is operating on a Controlled Device, it can lock and unlock most apps on that Controlled Device so that it can essentially control the time that a child is using the Controlled Device. Note that there are certain specific apps that the device's operating system may not allow WYZLY to control, such as the phone, iMessage and Facetime on Apple devices, though you may be able to adjust the device's settings so some or all of those apps may also be controlled by WYZLY. WYZLY will lock all apps it controls on a Controlled Device at a particular time in the evening and unlock the apps at a particular time in the morning. Between these two times at either end of the day, WYZLY will also intermittently lock the apps after a child has been using the Controlled Device for a certain amount of time. WYZLY will then present the child with certain educational exercises to complete, like presenting questions on various topics that the child has to answer, before WYZLY will unlock the apps, providing the child with more time to use the Controlled Device (the "Unlock Exercises"). The start and end times at either end of the day and the length of a child's screentime before WYZLY locks the apps and requires the child to complete an Unlock Exercise are all determined by the information you provided when opening your account, such as the age of the child and their school year. From your device, you may override WYZLY's general settings on the Controlled Device in order to lock and unlock the apps on the Controlled Device. WYZLY also provides you and your child with various other features, such as providing you with a report detailing the amount of your child's screentime and rating how they perform on the Unlock Exercises. The various features of the WYZLY application described above and any other features that currently exist or may be introduced are collectively referred to herein as the "Services". Unless the context otherwise requires, all references to WYZLY hereafter are also references to the Services.

2.2 Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use WYZLY to obtain the Services, solely for your personal, non-commercial use in the manner intended and described herein, and for the benefit of your child(ren), who you may permit to use WYZLY on Controlled Devices (the "License"). You are responsible for the supervision and control of your child(ren)'s use of WYZLY as we do not enter into legally binding agreements with children and your children are not considered as licensees under the License. You are the only licensee under the License. You do not acquire any ownership in WYZLY or any part thereof, nor in the underlying Intellectual Property (as defined in Section 4). All rights not expressly granted to you under this License are reserved solely for us. Use of WYZLY under the License does not include, among others, those actions prohibited under Section 3 below. Any use of WYZLY in a manner not permitted by the License shall provide us with a right to immediately terminate the Agreement (including deletion of any and all associated data), which will result in an immediate and automatic termination of the License and any rights thereunder to use WYZLY on any device, and this shall be without prejudice to any other rights and remedies that may be available to us arising from breach of contract.

2.3 We reserve the right at any time to release updates and new versions of WYZLY and when we do so, the updates and new versions will also be covered by these T&Cs and the License. Usually, these updates and new versions will automatically update the WYZLY on your device and the Controlled Device, but if you are able to opt out of an update or new version for any reason and you do so opt out, you will not be able to take advantage of any bug fixes and new or improved features that are available with the update and new version and in some cases, your version of WYZLY may cease to operate properly or may cease to operate completely and we shall not be responsible for the consequences thereof.

2.4 Currently WYZLY and the Services are available free of charge, but we reserve the right at any time in the future to introduce a subscription model requiring payments to us in order to use WYZLY and the Services under the License and we may offer different subscription packages. Once we introduce a subscription model, failure to subscribe for one of the subscription packages on offer, will result in the Agreement and the License being terminated and WYZLY shall cease to operate on your device and all Controlled Devices, unless at that time we offer a limited package for free and in such a case, you will still be able to use the limited package for the duration that the free package may be available for.

2.5 Depending on the type of subscription you have with Apple, Android or any other such service provider that you use, your child may have the ability to delete WYZLY from the Controlled Device, following which, WYZLY will not be able to control the Controlled Device. Therefore, you should decide whether or not it is necessary for you to check that WYZLY is still installed on each Controlled Device from time-to-time. We shall not be responsible for any consequences of WYZLY being removed from a Controlled Device or WYZLY's operation being otherwise interfered with so that it does not operate as intended on the Controlled Device in any other way.

3. Prohibited Actions

3.1 You shall not use WYZLY for your own commercial purposes and you shall not, whether or not for profit, share your WYZLY account or your log in details with any other person so that they may use your WYZLY account as well as or instead of you.

3.2 You shall not pair your WYZLY with a device belonging to anyone else other than your own children.

3.3 You shall not in any way embed viruses, bugs, worms or any other harmful code intended to harm WYZLY or its users, either locally or generally.

3.4 You shall not reverse engineer, decompile or disassemble, tamper with, apply any other process or procedure to derive the source code or other underlying components of WYZLY.

3.5 You shall not make any alterations or modifications of any kind to WYZLY or make any developments of any kind based on the WYZLY code or any part thereof.

4. Intellectual Property Rights

All intangible ownership rights underlying WYZLY or any part thereof of any kind, including without limit, patents, copyrights, trade names, trademarks, software and source codes, confidential information, know-how, trade secrets, moral rights and any other such rights of any kind, wherever they may be, whether registrable or not (the "Intellectual Property") is our sole and exclusive property, except for any Intellectual Property underlying certain third party developed plug-ins and other elements that we may have incorporated into WYZLY (the "Third Party IP"). Nothing in these T&Cs, License or the Agreement shall be deemed to transfer to you any rights of any kind in the Intellectual Property or Third Party IP, other than the limited rights to use the same as required for your use of WYZLY as permitted by the License.

5. Sole Warranties

We hereby warrant that we will exert reasonable efforts to ensure that WYZLY remains operational at all times without interruption. However, should we deem it necessary to take WYZLY offline for any reason in our sole and absolute discretion, reasonable efforts will be exerted to ensure that the disruption is for as short a period as possible and we shall not be liable to you or any other party for any reason arising from any period in which the Services were disrupted. We further warrant that should we use any Third Party IP in connection with WYZLY, we will obtain appropriate licenses from the owners thereof so that the Third Party IP may be used with WYZLY in the manner intended.

6. LIMITATION OF LIABILITY

THE WARRANTIES PROVIDED IN SECTION 5 ABOVE ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO YOU IN CONNECTION WITH YOUR USE OF WYZLY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DENIED. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING SENTENCE, WYZLY IS PROVIDED TO YOU AS-IS AND WE DO NOT TO MAKE ANY WARRANTY REGARDING WYZLY BEING FREE OF ANY BUGS OR VIRUSES. SHOULD WE BECOME AWARE OF ANY BUGS OR VIRUSES IN WYZLY, THEN WE SHALL EXERT REASONABLE EFFORTS TO FIX THE BUGS AND VIRUSES OR PROVIDE SUITABLE WORKAROUNDS IN AS TIMELY A MANNER AS POSSIBLE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE SOLE AND EXCLUSIVE REMEDY THAT SHALL BE AVAILABLE TO YOU AGAINST US, OUR OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, AFFILIATES, SUCCESSORS AND ASSIGNS, FOR ANY REASON ARISING FROM YOUR USE OF WYZLY SHALL BE YOUR RIGHT TO TERMINATE ANY SUBSCRIPTION PACKAGE YOU HAVE ACQUIRED OR OTHERWISE CEASE USE OF WYZLY AND UNINSTALL IT FROM YOUR RELEVANT DEVICES AND ALL CONTROLLED DEVICES. UNDER NO CIRCUMSTANCES WILL WE BE LIABLE IN ANY WAY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES.

7. Term and Termination

Until such time as we offer subscription packages, you may terminate the Agreement at any time simply by ceasing to use WYZLY and disconnecting the WYZLY on your device with the WYZLY on Controlled Devices. We may also immediately terminate the Agreement at any time, by notifying you in writing. Neither Party will have any liability to the other for any reason for electing to terminate the Agreement, but termination shall not prejudice any of our rights arising from any breach of any part of the Agreement by you.

8. Governing Law and Jurisdiction

8.1 These T&Cs and all other parts of the Agreement are governed by the laws of the State of Delaware, USA without reference to its conflicts of laws principles. Any dispute arising from your use of WYZLY must be brought to the courts of appropriate jurisdiction of the State of Delaware, which will have sole and exclusive jurisdiction to hear and determine such disputes.

8.2 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE T&CS, THE AGREEMENT, OR ANY USE OF WYZLY UNDER YOUR CONTROL. THIS WAIVER APPLIES TO ANY ACTION OR PROCEEDING, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE.

9. General

9.1 Except for the Agreement, no other terms apply between us in connection with your use of WYZLY and the Services.

9.2 Section headings are for convenience only and shall not be used in the interpretation hereof.

9.3 Subject to that stated in Section 1.3 above, no changes to these T&Cs or the Agreement shall be effective unless made in writing and signed by you and us. No waiver of any rights hereunder will be effective unless made in writing and signed by the party making the waiver.

9.4 You may not assign any of your rights or obligations under the Agreement, or any part thereof, to any other party without our express written Agreement. We have the right to assign our rights and obligations to any party as we may determine, in accordance with the provisions of the Agreement. In the event of any assignment of our rights or obligations, we shall notify you on WYZLY.

9.5 Where appropriate, we shall have the right to obtain injunctive relief and other appropriate equitable remedies against any violations of the Agreement by you, including temporary versions thereof pending final determination of the courts. We shall be entitled to enforce such relief against you in any appropriate jurisdiction. Such relief shall be in addition to and not instead of any other rights and remedies that may be available to us by reason of any breach of the Agreement or otherwise relating to your use of WYZLY.

9.6 If any part of the Agreement is determined to be illegal, invalid or otherwise unenforceable by the courts of applicable jurisdiction, then such part shall be deemed removed herefrom and the validity and enforceability of the remaining provisions shall not be affected thereby. Where possible, a new provision will replace the removed provision, which as closely as possible reflects the intention of the removed part, without itself being unenforceable.

9.7 Any notices that need to be sent between us will be sent via WYZLY or to the contact details that you provided when onboarding or any changes you make thereto.