Last Revised: July 13, 2020

Welcome to Tris -- the service from Tris Holdings Inc. (“Tris ,” “Company”, “we,” “us” or

“our”) that connects you with other users of the Tris platform to converse with the other users in

disposable conversations as well as messages that appear for brief periods of time.

These Terms of Service (“Terms”) apply to your access and use of the Tris mobile application

(the “App”), the Tris website located at www.tris.com (the “Site”) (the Website and the Site are,

collectively, the “Services”).

Accepting these Terms

BY ACCESSING THE WEBSITE OR OTHERWISE ACCESSING OR USING THE

SERVICES, YOU AGREE TO BE BOUND BY ALL OF THE TERMS BELOW. Please

read all of the terms before you use the Services. If a term does not make sense to you, please let

us know. If you don’t agree to all of the terms below, you may not use the Services.

Modifications

We reserve the right to change these Terms from time to time. For example, we may need to

change these Terms if we come out with a new feature. If we make changes, we will notify you

by revising the date at the top of these Terms and, in some cases, we will provide you with

additional notice (such as adding a statement to our homepage or sending you an email

notification). We encourage you to review these Terms periodically to stay informed about our

practices.

Whenever we make changes to these Terms, they are effective when the revised Terms are

posted unless we notify you otherwise. If you continue to use the Services after the revised

Terms have been posted, then you will be deemed to have accepted the changes to these Terms.

Privacy Policy

For information about how we collect, use and share information about users of the Services,

please see our Privacy Policy at https://www.tris.com/static/privacy.

Description of the Services

Through the Website , you can communicate with other users of Tris ’ online interactive

services. You can start and participate in a conversation that can be deleted at any time by you or

any other participant (a “Conversation”). You can also send short messages to another user of

the Website that will appear on the other person’s mobile device for brief period of time before

being deleted (a “Message”).

For more information about the Services, please see our FAQs at https://www.tris.com/.

Creating Accounts

When you create a Tris account you must maintain the security of your password and accept all

risk that someone may access your account without your permission. If you discover or suspect

any Services security breaches, please let us know as soon as possible. You represent and

warrant to us that all information that you provide in connection with your account is accurate,

truthful, current and complete. Tris reserves the right to deny any account at our discretion.

Member Incentive Stock Option Plan

1. Purpose. The purpose of the Tris Member Incentive Stock Option Plan is to secure for the

Company and its shareholders the benefits of the additional incentive inherent in the ownership of

the Company’s common stock by selected key Members of the Company who are important to its

success and growth, and to help the Company secure and retain the services of such Members.

2. Administration. The Tris Member Incentive Stock Option Plan shall be administered by the

Company’s Executive Compensation and Stock Option Committee.

3. Number of shares to be issued. The aggregate number of shares that may be issued under the

Tris Member Stock Option Plan shall be determined by the Company’s Executive Compensation

and Stock Option Committee based upon a predetermined number of users who will be eligible to

be awarded shares in the Company’s Class B voting common stock.

4. Eligible Members. The class of Members eligible to receive stock options shall be those key

members achieving the following goals:

1) Enroll as a Member of the Company;

2) Maintain and use your Membership for 90 consecutive days;

3) Refer new Members to the Company who open Tris account;

4) Continue use as a Member for any additional 90 consecutive day period.

5) Eligible members must be citizens or legal residents of the United States, United Kingdom or

Canada and will be able to verify said citizenship or residency at the time the option is granted by

the Company’s Executive Compensation and Stock Option Committee.

5. Limitation on options awardable per Member per annum. The number of options granted to

each key member annually shall be within the sole discretion of the Executive Compensation and

Stock Option Committee, determined as of the time the option is granted.

6. Limitations on exercise. No option granted pursuant to this Incentive Stock Option Plan shall be

exercisable after the expiration of one (1) year from the date the option was granted.

No option shall be exercisable while there is outstanding any incentive stock option granted prior

to the grant of such option.

7. Option price. The option price shall be the price equal to the average of the highest and lowest

sales prices of the Class B voting common stock for which the option may be exercised, computed

on the date of the grant of the option.

8. Restriction on transferability. Any option granted pursuant to this Incentive Stock Option Plan

may not be transferred by the individual to whom the option is granted otherwise than by will or

the laws of descent and distribution, and is exercisable, during his or her lifetime, only by him or

her.

This program has been reviewed by RBT, CPA’s, 11 Racquet Road, Newburgh, NY 12550 and

Raymond P. Raiche, Esq., PLLC, 355Main Street, Beacon, NY 12508.

Right to Use the Services

On the condition that you fully comply with these Terms, Tris grants you a limited,

nonexclusive, non-transferable and revocable license to access and use the Services for your own

personal, non-commercial use. However, the Services may only be used on mobile devices that

you own or control. The terms of this license will also govern any upgrades provided by Tris that

replace and/or supplement the original Services, unless the upgrade is accompanied by a separate

license, in which case the terms of that license will govern.

Except as expressly authorized by these Terms, you may not (a) modify, disclose, alter, translate

or create derivative works of the Services, (b) license, sublicense, resell, distribute, lease, rent,

lend, transfer, assign or otherwise dispose of the Services, (c) disassemble, decompile or reverse

engineer any of the software components of the Services, (d) copy, frame or mirror any part of

the Services, (e) interfere with or disrupt the integrity or performance of the Services, or (f)

attempt to gain unauthorized access to the Services or its related systems or networks.

Prohibited Use of the Services

You may not post or otherwise make available on or through the Services any of the following:

• Private information of any other persons (including names, email addresses, phone

numbers, Social Security numbers and financial information);

• Content that may result in harm, injury or damage to a person or product;

• Content that is libelous, defamatory, abusive, offensive or hateful;

• Content that is obscene, pornographic, indecent or sexually explicit, depicts graphic,

excessive or gratuitous violence;

• Content that is illegal, harmful or offensive or that would encourage, solicit, foster,

glorify or provide instructions for any criminal or civil offense;

• Content that may infringe, misappropriate or violate any intellectual property rights,

rights of privacy, rights of publicity or any other rights of others;

• Viruses, corrupted data or other harmful, disruptive or destructive files or code;

• Content that, in Tris ’ judgment, is objectionable, may restrict or inhibit another from

enjoying the Services or may expose Tris or users of the Services to harm or liability of

any type; and/or

• Content that you are contractually or legally required to keep confidential.

Also, you may not do any of the following in connection with the Services or other users:

• Use the Services in any manner that could interfere with, disrupt, negatively affect or

inhibit other users from fully enjoying the Services or that could damage, disable,

overburden or impair the functioning of the Services;

• Collect any personal information about other users;

• Intimidate, threaten, stalk, bully or otherwise harass other users;

• Post spam or commercial messages through the Services;

• Create an account or submit or post a Message, or participate in a Conversation, if you

are not over 13 years of age;

• Use the Services for any illegal or unauthorized purpose or to engage in, encourage or

promote any activity that is unlawful or that violates these Terms; or

• Circumvent or attempt to circumvent any filtering, security measures, rate limits or other

features designed to protect the Services, its users, or third parties.

Your use of the Services is at your own risk. Tris is not responsible or liable for the conduct of,

or your interactions with, any other users or for any related damage or harm. As a provider of

interactive services, Tris is not liable for the content of any Conversation or Message you might

submit, participate in, or receive through the Services. Although we have no obligation to screen,

edit or monitor Conversations or Messages, we reserve the right, and have the discretion, to

screen, edit or remove any Conversation or Message, at any time, for any reason and without

notice.

Reporting and Removal

Tris users may report content to Tris that they think violates these Terms, and Tris may remove

such content, suspend or terminate the account of the user who posted or otherwise made

available such content and/or take additional action to enforce these Terms against such user.

Also, in accordance with the Digital Millennium Copyright Act (DMCA) and other applicable

law, Tris has adopted a policy of terminating, in appropriate circumstances and at Tris ’ sole

discretion, subscribers or account holders who are deemed to be repeat infringers. Tris may also

at its sole discretion limit access to the Services or terminate the accounts of any users who

infringe any intellectual property rights of others, whether or not there is any repeat

infringement.

If you believe that anything on the Services infringes upon any copyright that you own or

control, you may file a notification with Tris ’ Designated Agent as set forth below:

Designated Agent: M & Co

Address of Designated Agent: 6300 Wilshire Blvd 20th Floor Los Angeles CA 90036

Email Address of Designated Agent: removal@tris.com

Fax Number of Designated Agent: 323-843-9602

Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly

misrepresent in your notification that the material or activity is infringing, you may be liable for

any damages, including costs and attorneys’ fees, incurred by Tris or the alleged infringer as the

result of Tris relying upon such misrepresentation in removing or disabling access to the material

or activity claimed to be infringing.

Tris ’ Rights

As between you and Tris , all information, materials and content of the Services, including text,

graphics, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds,

images, software, videos, designs, typefaces, source and object code, format, queries, algorithms

and other content is owned by Tris or is used with permission. Tris

reserves all rights not expressly set forth in these Terms. You hereby irrevocably

waive in favor of Tris any and all moral rights that you may possess in or to

any Conversation or Message that you submit, participate in or post on or through the Services.

Feedback

Any suggestions, comments or other feedback you give us about the Services (the “Feedback”)

will constitute our confidential information. We are free to use, disclose, reproduce, license,

distribute and exploit this Feedback as we see fit, without compensation to you or any obligation

or restriction because of any intellectual property rights or otherwise.

Disclaimers

EXCEPT AS REQUIRED OTHERWISE OF TRIS BY APPLICABLE LAW, THE SERVICES

AND ANY OTHER SERVICE AND CONTENT INCLUDED ON OR OTHERWISE MADE

AVAILABLE TO YOU THROUGH THE SERVICES (INCLUDING THE WEBSITE AND

ANY CONVERSATION OR MESSAGE) ARE PROVIDED TO YOU ON AN “AS IS,” “AS

AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY

KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM

AND EXCLUDE ANY AND ALL OTHER WARRANTIES, CONDITIONS, AND

REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), AND ALL OTHER

TERMS WHICH MAY BE IMPLIED INTO THESE TERMS BY LAW, WITH RESPECT TO

THE SERVICES AND CONTENT INCLUDED ON OR OTHERWISE MADE AVAILABLE

TO YOU THROUGH THE SERVICES (INCLUDING THE WEBSITE AND ANY

CONVERSATION OR MESSAGE).

Limitation of Liability

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL TRIS BE LIABLE

TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL, SPECIAL,

INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES

WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF

PROPERTY, PHYSICAL LOSSES, DEATH OR ANY OTHER DAMAGES OR LOSSES,

ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES (INCLUDING THE

WEBSITE AND ANY CONVERSATION OR MESSAGE), ADVICE PROVIDED BY

EXPERTS, AND/OR THIRD-PARTY SERVICES OR MATERIALS, HOWEVER CAUSED,

REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT

(INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT

LIABILITY, STRICT LIABILITY OR OTHER THEORY) AND EVEN IF TRIS HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT

ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL

DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

FOR ANY LOSS OR DAMAGE THAT IS NOT EXCLUDED UNDER THESE TERMS, THE

TOTAL LIABILITY OF TRIS AND ITS DIRECTORS, EMPLOYEES, AGENTS,

AFFILIATES AND INVESTORS WILL NOT EXCEED THE FEE YOU ACTUALLY PAID

TO TRIS (IF ANY) TO DOWNLOAD THE WEBSITE AS OPPOSED TO ANY OTHER

FEES/COSTS INCLUDING, BUT NOT LIMITED TO, ANY FEES ASSOCIATED WITH

YOUR DEVICE.

Indemnification

You will defend us from and against any actual or threatened suits, actions, proceedings (at law

or in equity), and claims, and indemnify us for any and all damages, payments, deficiencies,

fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable

attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to any of

your conduct with respect to the Services or your violation (or alleged violation) of these Terms

or the rights of any third party by you or any person using your Tris account.

Third Party Software

The software you download consists of a package of components, including certain third party

software provided under separate third party license terms. Your use of this third party software

in conjunction with the Services in a manner consistent with the terms of these Terms is

permitted, however, you may have broader rights under the Website licable third-party license

terms, and nothing in these Terms is intended to impose further restrictions on your use of this

third-party software.

Changes to the Services

Tris reserves the right in our discretion to review, improve, change or discontinue, temporarily or

permanently, the Services and/or any features, information, materials or content on the Services

with or without providing notice to you. Tris will not be liable to you or any third party for any

changes or discontinuance of the Services or any part of the Services.

Consent to Electronic Communications

By using the Services, you agree that we may communicate with you electronically regarding

your use of the Services and that any notices, agreements, disclosures or other communications

that we send to you electronically will satisfy any legal communication requirements, including

that the communications be in writing. To withdraw your consent from receiving electronic

notice, please notify us at support@tris.com.

Suspension and Termination

Tris may suspend or terminate your rights to access or use the Services for any reason or for no

reason at all and with or without notice at Tris ’ discretion. Suspension or termination may

include restricting access to and use of the Website . All of the terms of these Terms (excluding

the license grant) will survive any termination or suspension.

Governing Law; Arbitration

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY

REQUIRE YOU TO ARBITRATE DISPUTES WITH TRIS AND LIMIT THE MANNER IN

WHICH YOU CAN SEEK RELIEF FROM TRIS.

These Terms shall be governed by and construed in accordance with the laws of the State of

California and the United States of America, without resort to any conflict of law provisions.

In the event of any controversy or claim arising out of or relating in any way to these Terms or

the Services, you and Tris agree to consult and negotiate with each other and, recognizing your

mutual interests, try to reach a solution satisfactory to both parties. If we do not reach settlement

within a period of 60 days, then either of us may, by notice to the other demand mediation under

the mediation rules of the American Arbitration Association in Los Angeles, California. We both

give up our right to litigate our disputes and may not proceed to arbitration without first trying

mediation, but you and Tris are NOT required to arbitrate any dispute in which either party seeks

equitable and other relief from the alleged unlawful use of copyrights, trademarks, trade names,

logos, trade secrets or patents. Whether the dispute is heard in arbitration or in court, you and

Tris will not commence against the other a class action, class arbitration or other representative

action or proceeding.

If settlement is not reached within 60 days after service of a written demand for mediation, any

unresolved controversy or claim will be resolved by arbitration in accordance with the rules of

the American Arbitration Association before a single arbitrator in Los Angeles, California. The

language of all proceedings and filings will be English. The arbitrator will render a written

opinion including findings of fact and law and the award and/or determination of the arbitrator

will be binding on the parties, and their respective administrators and assigns, and will not be

subject to appeal. Judgment may be entered upon the award of the arbitrator in any court of

competent jurisdiction. The expenses of the arbitration will be shared equally by the parties

unless the arbitration determines that the expenses will be otherwise assessed and the prevailing

party may be awarded its attorneys' fees and expenses by the arbitrator. It is the intent of the

parties that, barring extraordinary circumstances, arbitration proceedings will be concluded

within 90 days from the date the arbitrator is appointed. The arbitrator may extend this time limit

only if failure to do so would unduly prejudice the rights of the parties. Failure to adhere to this

time limit will not constitute a basis for challenging the award. Consistent with the expedited

nature of arbitration, pre-hearing information exchange will be limited to the reasonable

production of relevant, non-privileged documents, carried out expeditiously.

For any disputes that are not handled by arbitration, you agree that any action at law or in equity

arising out of or relating to these Terms shall be filed only in the state and federal courts located

in Los Angeles, California and you hereby irrevocably and unconditionally consent and submit

to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these

Terms or the use of the Services.

General

Enforcement of these Terms is solely at Tris ’ discretion. Failure to enforce any part of these

Terms in some instances does not constitute a waiver of our right to enforce the same or other

part of these Terms in other instances. If any provision of these Terms is or becomes unlawful,

void or otherwise unenforceable (including the warranty disclaimers and liability limitations

above), then that provision will be deemed superseded by a valid, enforceable provision that

most closely matches the intent of the original provision, and the remaining provisions of these

Terms will continue in full force and effect. The section headings of these Terms are for

reference purposes only and will not affect the meaning or interpretation of these Terms.

These Terms (and the other policies and terms referred to above) make up the entire agreement

between you and us regarding the Services, and they supersede any prior agreements that may

have been made.

Contact Us

If you have any questions about these Terms, please email us at support@tris.com or send a

letter to:

Tris Holding, Inc.

6300 Wilshire Blvd 20th Floor

[LA CA 90036 ]

Notice for California Users

If you are a California resident, you may have these Terms mailed to you electronically by

sending a letter to the address above with your electronic mail address and a request for these

Terms. Under California Civil Code Section 1789.3, California Website users are entitled to the

following specific consumer rights notice: The Complaint Assistance Unit of the Division of

Consumer Services of the California Department of Consumer Affairs may be contacted in

writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at

(800) 952-5210.

Notice Regarding Google, Apple, Android.

Google, Apple , Android , Inc. Apple Inc. Android Inc . and Other Third-Party Beneficiaries.

You acknowledge and agree that Google, Apple , Android , Inc. (“Google, Apple , Android ”)

and its subsidiaries are third-party beneficiaries of this Agreement and further that (a) upon your

acceptance of the terms and conditions of this Agreement, Google, Apple , Android will have the

right (and will be deemed to have accepted the right) to enforce this Agreement against you as a

third-party; (b) this Agreement is conducted between you and Tris only, and not Google, Apple ,

Android ; (c) Tris , and not Google, Apple , Android , is solely responsible for the Services and

the content thereof; (d) Google, Apple , Android has no obligation whatsoever to furnish any

maintenance and support services with respect to the Services; (e) to the maximum extent

permitted by applicable law, Google, Apple , Android will have no warranty obligation with

respect to the Services; and Tris , and not Google, Apple , Android , will be responsible for any

claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Services to

conform to any applicable warranty; (f) in the event of any third party claim that the Services or

your possession and use of that Services infringes that third party's intellectual property rights,

Google, Apple , Android will not be responsible for the investigation, defense, settlement and

discharge of any such intellectual property infringement claim; and (g) Google, Apple , Android

will not be responsible for addressing any of your claims or any third party claims relating to the

Services or your possession and/or use of the Services, including, but not limited to: (i) product

liability claims; (ii) any claim that the Services fails to conform to any applicable legal or

regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

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