Offer Agreement for Access to the BRUV Platform

1.1. This offer agreement (the “Agreement”) sets out the terms of access to the BRUV Platform’s software and hardware stack, software, interfaces, services and functionality, and the terms of interaction between the Platform and the Partner.

1.2. The Agreement is an adhesion contract under Article 428 of the Russian Civil Code. The Partner accedes to the Agreement through any act confirming acceptance: registration, authorization, use of the Account, activation of services, payment or any other use of the Platform.

1.3. The Platform may unilaterally amend the terms of access, Tariffs, Documentation, settlement procedures, limits and the set of available features by publishing a new version on the website and/or in the Account.

1.4. Using the Platform constitutes the Partner’s consent to the Agreement, Tariffs, Privacy Policy, Documentation and other documents.

1.5. If the Partner does not agree with the Agreement, the Partner must stop using the Platform.

1.6. The current version of the Agreement, Tariffs and Documentation prevails over previous versions. The Partner must independently monitor changes.

Platform — the BRUV software and hardware stack, available via the website, interfaces, mobile and other channels.

Partner — a legal entity or sole proprietor that has acceded to the Agreement and uses the Platform in business activity.

Client — a third party with which the Partner enters into legal relations using the Platform.

Account — the Partner’s personalized area of the Platform, available after registration and/or authorization.

Tariffs — current prices, commissions, rates, fees and payment terms for Platform services.

Platform Documentation — rules, instructions, regulations, policies and other materials published by the Platform.

Payment Partner — a bank, acquirer, aggregator, e-money operator or other third party that processes payments.

Anti-fraud — a set of measures to detect, prevent and stop fraud and abuse.

3.1. The Platform grants the Partner access to BRUV functionality, and the Partner undertakes to comply with the Agreement, Tariffs and Documentation and to pay for the Platform services.

3.2. Available features may include:

• operating and administering the Account
• hosting, managing and processing data
• booking, scheduling and request handling
• API and other integrations
• notifications, reports and analytics
• payment and settlement mechanisms
• other services activated by the Partner

3.3. The Platform is not a contractor, seller, agent or other party assuming the Partner’s obligations toward Clients.

3.4. The Platform is not a party to transactions between the Partner and Clients and does not guarantee performance of the Partner’s obligations.

3.5. The Partner independently determines the purposes and conditions of its activity and bears the related risks.

3.6. The Partner bears the risk of refunds, claims, disputes, chargebacks, penalties and regulatory requirements.

4.1. Acceptance of the Agreement is recognized as any of the following actions:

• registering on the Platform
• logging into the Account
• activating a service
• starting to use the Platform
• paying for Platform services
• any other action evidencing acceptance

4.2. The Partner undertakes to provide accurate, up-to-date and complete information about itself and its details.

4.3. The Partner is responsible for the confidentiality of credentials, passwords and API keys.

4.4. All actions taken through the Account and API are deemed performed by the Partner unless proven otherwise.

4.5. The Platform may refuse registration or require additional identification.

The Platform is entitled to:

• grant, limit, suspend and terminate access to the Platform
• request documents and explanations from the Partner
• conduct checks and anti-fraud activities
• block or reject operations when required for risk management
• withhold, reserve and set off funds within the Agreement
• send notices via the Account, email, SMS and other channels
• make changes to the Platform, functionality and integrations
• share information with contractors, banks and Payment Partners

The Platform undertakes to:

• provide access to the Platform within its current functionality
• take reasonable measures to maintain Platform availability
• process Partner requests within timeframes set by internal regulations

The Partner is entitled to:

• use the Platform within the granted rights
• receive information on charges and operations in the Account
• submit inquiries to the Platform

The Partner undertakes to:

• comply with law, the Agreement, Tariffs and Documentation
• use the Platform in good faith
• refrain from circumventing restrictions, fraud, spam and unauthorized access
• provide accurate documents in a timely manner
• obtain all consents required for processing personal data
• independently handle relations with Clients, tax authorities and banks
• promptly notify the Platform of changes to data and details

6.1. Prices, commissions and payment procedures are set by Tariffs and/or Documentation.

6.2. Services are deemed rendered upon the provision of access to functionality.

6.3. Payment obligations are deemed fulfilled upon crediting of funds to the Platform’s account.

6.4. Settlement operations, withholdings and commissions apply under the Agreement and Tariffs.

6.5. In case of non-payment, the Platform may suspend access, limit operations or terminate the Agreement.

6.6. The Platform may unilaterally change prices and other financial terms.

6.7. Changes take effect from the date specified by the Platform or from the date the new version is published.

6.8. Continued use of the Platform after changes take effect constitutes the Partner’s consent.

6.9. If the Partner has outstanding debt, the Platform may suspend services.

7.1. Where the Platform handles payments, operations follow Payment Partners’ rules.

7.2. The Partner complies with the requirements of banks, acquirers and payment systems.

7.3. The Platform may withhold commissions, penalties, refunds and other amounts from sums payable to the Partner.

7.4. The Platform may suspend payouts in case of:

• Partner debt
• suspected fraud
• need for document verification
• Client claims
• refunds or chargebacks
• Payment Partner requirements
• other reasonable risks

7.5. The Partner grants the Platform irrevocable consent to withhold, debit and set off amounts owed to the Platform.

7.6. The Platform may form a holdback/reserve to cover refunds, chargebacks and claims.

7.7. If a payment is frozen by a Payment Partner, the Platform bears no liability.

7.8. In case of an erroneous transfer, the Partner must return funds immediately.

7.9. The Platform may set off mutual monetary claims.

7.10. The Partner bears all banking and acquiring commissions unless otherwise stated by the Platform.

7.11. The Platform may withhold amounts until anti-fraud and compliance checks are complete.

8.1. All exclusive rights to the Platform, software, design, interfaces, texts and databases belong to the Platform or its licensors.

8.2. The Partner receives a limited, non-exclusive right to use the Platform as needed to perform the Agreement.

The Partner may not:

• copy, modify or decompile the Platform
• remove rights notices
• transfer access to third parties outside the permitted mode
• use the Platform beyond the permitted scope

8.4. The Partner grants the Platform the right to use posted data, texts and images as necessary for Platform operation.

9.1. The Platform may monitor operations, inquiries and content for risk detection.

9.2. Upon detecting violations, the Platform may, without prior notice, suspend access, block operations, withhold funds or terminate the Agreement.

9.3. The Partner must provide requested documents within the specified period.

9.4. The Platform may restrict access without explanation for security reasons.

9.5. The Platform’s decision following an anti-fraud check is final.

9.6. The Platform is not required to disclose risk-detection methodologies.

9.7. The Platform may withhold funds until the check is completed or chargeback periods expire.

10.1. The Parties are liable in accordance with law and the Agreement.

10.2. The Platform is not liable for actions of Clients, Payment Partners, banks, telecom operators or other third parties.

10.3. The Platform’s aggregate liability is limited to the amount paid by the Partner to the Platform over the preceding 3 calendar months.

10.4. The Platform is not liable for lost profits, data loss, reputational loss or other indirect damages.

10.5. The Partner indemnifies the Platform for losses and expenses arising from the Partner’s activity.

10.6. The Partner is fully liable for the accuracy of data and the quality of services.

10.7. The Platform is not liable for interruptions caused by technical failures or force majeure.

10.8. The Partner must prove the breach, causation and the amount of damages.

10.9. Platform actions involving checks and withholdings do not constitute admission of breach.

The Partner warrants that:

• it has all rights to enter into the Agreement
• it conducts its activity in compliance with law
• it does not infringe third-party rights
• it holds all required licenses and permits
• all data provided to the Platform is accurate

11.2. The Partner promptly notifies the Platform of circumstances affecting performance of the Agreement.

The Partner does not use the Platform for:

• illegal activity
• money laundering
• financing prohibited activity
• fraud
• violation of sanctions regimes
• consumer-rights violations
• other unlawful actions

12.1. The Parties undertake not to disclose confidential information.

12.2. The Platform may share information with contractors, banks and Payment Partners under confidentiality obligations.

Information is not confidential if it:

• was publicly available at the time of disclosure
• became public through no fault of the receiving Party
• was lawfully obtained from third parties
• is subject to disclosure under a regulator’s request

13.1. The Partner independently determines the legal grounds for processing personal data.

13.2. The Platform processes data to the extent required to perform the Agreement and ensure security.

13.3. The Partner warrants that data transfer to the Platform is lawful.

13.4. The Partner transfers only the personal data that is necessary.

13.5. The Platform may engage third parties to process data.

13.6. The Platform uses anonymized data for analytics and service improvement.

13.7. The Partner resolves at its own expense claims related to its breach of data-protection law.

13.8. The Partner immediately notifies the Platform of security incidents and leaks.

13.9. The Platform is not liable for consequences of breaches by the Partner.

14.1. The Platform may unilaterally change the Agreement, Tariffs and Documentation.

14.2. The new version takes effect upon publication on the website and/or in the Account.

14.3. Continued use after changes take effect constitutes consent.

14.4. The Partner must independently monitor changes.

14.5. The absence of a separate notice does not affect the validity of changes.

14.6. If the Partner disagrees with changes, it must stop using the Platform.

14.7. The Partner may not rely on the absence of a separate notice.

15.1. The Agreement enters into force upon acceptance and remains in effect until terminated.

15.2. The Partner may terminate the Agreement by ceasing use of the Platform.

15.3. The Platform may terminate the Agreement without notice for breach of law or the Agreement.

15.4. The Platform may suspend access until breaches are remedied.

15.5. Upon termination:

• the Partner’s access may be terminated
• unused subscriptions and payments are non-refundable
• payment and indemnification obligations survive

15.6. Termination does not release the Partner from obligations arising before the termination date.

15.7. The Platform may withhold funds until checks and claims are settled.

16.1. The Parties are released from liability upon force-majeure events.

16.2. Force majeure includes natural disasters, military actions, government acts, sanctions and infrastructure failures.

16.3. The affected Party notifies the other within a reasonable time.

16.4. If force majeure exceeds 30 days, either Party may terminate the Agreement.

17.1. The Parties recognize the legal force of messages sent via the Account, email, SMS and messengers.

17.2. Notices sent to the Partner’s last known contacts are deemed properly received.

17.3. Electronic documents have legal force within applicable law.

18.1. The Parties seek to resolve disputes through negotiations.

18.2. A written claim must precede court proceedings.

18.3. The claim response period is 10 business days unless otherwise set.

18.4. Disputes are heard by the Arbitration Court at the Platform’s location.

18.5. Event logs, correspondence and records may serve as evidence.

18.6. The Partner may not claim indirect or punitive damages.

18.7. Silence by the Platform does not constitute acknowledgement of claims.

18.8. Invalidity of a particular provision does not invalidate the Agreement.

18.9. The laws of the Russian Federation apply.

BRUV LLC

Full name: Limited Liability Company “BRUV”

Registered address: Apt. 79, 17 Meridiannaya Street, Kazan, Republic of Tatarstan, 420124

TIN (INN): 1685025534

KPP: 168501001

BIC: 044525411

Bank: VTB Bank (PJSC), Tsentralny Branch

Correspondent account: 30101810145250000411

Settlement account: 40702810300810142634

20.1. The Agreement is the entire understanding of the Parties on its subject matter.

20.2. Where provisions conflict with mandatory law, the applicable law prevails; the remaining provisions survive.

20.3. The Platform may keep records and documents in electronic form.

20.4. The Partner confirms it has read the Agreement and accepts it voluntarily.