LICENSE AGREEMENT (PUBLIC OFFER)

1. TERMS AND DEFINITIONS

The Parties use the following terms with the following meanings:

1.1. Acceptance of the offer — the performance by the Licensee of any of the following actions: - completion of the electronic form (application) during Registration; - clicking the "Register" button, which constitutes confirmation of your consent to the processing of personal data, their collection, storage and transfer to third parties of the information you have provided under the terms of the Personal Data Processing Policy; or - payment of the license fee for the grant of a non-exclusive license to the FOKS online service. The Agreement is deemed concluded from the moment the Licensee performs any of the actions specified above.

1.11. Promotional campaigns — activities comprising a set of specific conditions upon fulfillment of which the Licensee receives a certain number of bonuses to the Personal Account, as well as through attracting clients to the System via the referral program.

1.12. Recurring (periodic) payment — the direct debiting of the Licensee's funds from the bank card account (electronic wallet) in favor of the Licensor without separate authorization. >

1.13. Website — the website located on the Internet at: https://foks.biz , https://my.foks.biz, https://foks.ai, https://sellerup.biz, https://pro-marketplace.foks.biz

1.14. System — the FOKS.BIZ computer program available on the Licensor's Website, which enables integration with a CRM system, accounting software, the Licensee's Website and Advertising platforms, and the creation of content (descriptions, graphic and text attributes of goods) with transfer to advertising platforms. A description of the System's features is available on the Website at https://help.foks.ai . All rights to the System and to all of its elements, collectively and individually, belong to the Licensor in full. No provision of the Agreement may be interpreted as a transfer (alienation) of exclusive rights to the System to the Licensee or as permission to use it in ways not provided for by the Agreement. The Licensor holds the exclusive rights to the System.

1.15. Tariffs — the Licensor's price list, located at: https://foks.biz/price , which determines the amount of the license fee and the System functionality provided for it (Additional functionality). The available System functionality depends on the selected Tariff.

1.16. Licensee's email — the Licensee's email address specified by the Licensee in the Personal Account during Registration or changed later.

1.17. CRM system and accounting software — application software designed to automate work, store contacts and strategies for interacting with customers (clients), in particular to increase sales, optimize marketing and improve customer service by storing information about customers and the history of relations with them, establishing and improving business processes, subsequent analysis of results, etc.

1.18. Other terms are interpreted in accordance with the legislation of Ukraine.

1.2. Demo access — access to the System that provides the Licensee with the opportunity to test the System free of charge for 3 (three) months from the moment Demo access is granted.

1.3. Additional functionality — additional software functions of the System not included in the basic tariff plan selected by the Licensee, which are provided by the Licensor under the Agreement and ordered by the Licensee additionally by selecting the specified additional services and confirming such selection through the Licensee's Personal Account.

1.4. Licensee — an individual (legally capable, having reached the age of majority under the legislation of the jurisdiction of their residence), a legal entity or an individual entrepreneur who has accepted the Agreement.

1.5. Personal Account — a set of protected pages on the Website created during Registration, through which the System is used and the Parties interact.

1.6. Login and password — a unique set of characters created during Registration, intended for access to the Personal Account. Actions performed using the Login and password are recognized as actions of the Licensee and give rise to the corresponding rights and obligations of the Parties.

1.7. Non-exclusive license — the grant to the Licensee of the right to use the System via remote access to it by reproducing the interface of the Website and/or a page of the Website on the Licensee's computer or other technical device using a browser, upon authorization of the Licensee by means of the Login and password, with the Licensor retaining the right to conclude a License Agreement with other persons.

1.8. Registration — the process of completing the electronic form located on the Website and submitting the form to the Licensor by clicking the "Registration" button.

1.9. Advertising platform — the electronic platforms rozetka.com.ua, f.ua, prom.ua, bigl.ua, kasta.ua, hotline.ua, wish.com, joom.com, epicentrk.ua. allo.ua through which advertising of the Licensee and the Licensor is carried out.

2. ESSENTIAL TERMS OF THE AGREEMENT

2.1. The Licensor grants the Licensee a Non-exclusive license, and the Licensee undertakes to accept the Non-exclusive license and to pay the license fee.

2.2. All terms agreed hereinafter apply both to the System as a whole and to all of its components individually.

2.3. The territory of the rights granted under the Agreement — all countries of the world.

2.4. The term of the rights granted — the term of the Agreement. Access to the Additional functionality may be limited in connection with the application of the selected Tariff. The Licensee may extend the term of the Non-exclusive license for the Additional functionality by making payment after the expiration of the current Tariff.

2.5. The Agreement consists of: 2.

5.1. The "License Agreement" — permanently available to the public on the Website at: https://foks.biz/dogovor-oferta-foks 2.

5.2. The "Personal Data Processing Policy" — permanently available to the public on the Website at: https://foks.biz/privacy 2.

5.3. The "Agency Agreement" — permanently available to the public on the Website at: https://foks.biz/dogovor-oferta-foks .

3. REGISTRATION

3.1. Registration is deemed completed at the moment the Licensee submits the completed electronic form to the Licensor via the Website functionality.

3.2. Before submitting the electronic form, the Licensee is obliged to familiarize themselves with the provisions of the Agreement and the Personal Data Processing Policy. By submitting the electronic form, the Licensee confirms that the terms of the Agreement and the Personal Data Processing Policy are clear to them and are accepted in full by giving Consent to the processing of personal data.

3.3. The Licensee and the person authorized by the Licensee to perform Registration represent and warrant that: 3.

3.1. The personal data specified during registration are current and accurate and do not relate to a third party. 3.

3.2. If, during Registration, a person acts on behalf of a Licensee that is a legal entity or an individual entrepreneur, that person warrants that they have the appropriate authority to accept the Agreement. Acceptance of the Agreement does not require approval by the Licensee's management bodies, and the Agreement is concluded within the scope of the Licensee's ordinary business activities.

3.4. The Licensor has the right to require the Licensee to confirm the Licensee's authority (a copy of a power of attorney or a copy of a document confirming the authority to conclude transactions on behalf of the legal entity without a power of attorney) and, in case of failure to provide it, to restrict access to the System until the relevant document is received.

4. USE OF THE SYSTEM

4.1. The Licensor's obligations to grant the Non-exclusive license are deemed fulfilled: 4.

1.1. With respect to Demo access — from the moment Registration is completed; 4.

1.2. With respect to the provision of the full functionality of the System and the Additional functionality — upon the expiration of 5 (five) business days from the moment payment for the selected Tariff is received.

4.2. The Licensee uses the System in accordance with the available functionality.

4.3. Access to the System is provided around the clock, except in cases of maintenance work. Maintenance work will be carried out, where possible, in the evening or at night and/or on weekends. The Licensor notifies the Licensee of maintenance work by means of a notice on the Website 48 hours before the start of the maintenance work, except in cases of emergency work necessary to maintain the normal functioning of the System.

4.4. When using the System, the Licensee has the opportunity to receive technical support from the Licensor on issues arising in the course of using the System. Technical support is provided by answering the Licensee's questions via online chat from Monday to Friday from 10:00 to 19:00 Kyiv time, or by email. A response may be sent within 14 days from the moment the Licensor receives the request.

4.4. The Licensee has no right to transfer to third parties the rights to use the System, whether on a paid or free-of-charge basis.

4.6. When using the System, it is prohibited to: 4.

6.1. Modify the software included in the System, including changing, decompiling, analyzing, decrypting or performing other actions with the object code of the System. 4.

6.2. Use the System in a manner not expressly provided for by the Agreement or in violation of the legislation of Ukraine, or of the legislation of the place of state registration and the place of business of the Licensee. 4.

6.3. Distribute, copy or otherwise make publicly available the software included in the System and its parts. 4.

6.4. Attempt to circumvent the technical limitations of the software product included in the System.

4.7. It is prohibited to post and use, by means of the System, materials containing: 4.

7.1. Obscene or abusive words or phrases, pornographic images and texts or scenes of a sexual nature involving minors. 4.

7.2. Threats or calls for violence against any persons, the commission of unlawful acts, or violations of the law. 4.

7.3. Materials in any form containing propaganda of violence or cruelty, calls for incitement of racial, interethnic or interreligious hatred, as well as links to such materials. 4.

7.4. Nazi paraphernalia or symbols. 4.

7.5. Propaganda of criminal activity, guides on committing unlawful acts. 4.

7.6. Instructions on committing suicide. 4.

7.7. Materials that insult, defame the honor, dignity or business reputation, or violate the privacy of other users or third parties. 4.

7.8. Information that infringes the intellectual property rights of third parties. 4.

7.9. Other materials prohibited by applicable law.

4.8. The Licensor has the right at any time to amend the Agreement and all annexes thereto (in whole or in part) unilaterally without prior approval by the Licensee. All amendments enter into force on the calendar day following their publication on the Website.

4.9. The Licensee undertakes to independently monitor amendments to the Agreement and its annexes by periodically reviewing the current version, at least once a month. The Licensee is solely responsible for any consequences arising from failure to review the Agreement and its annexes.

4.10. If the Licensee disagrees with any provision of the Agreement and (or) its annexes, the Licensee is obliged to immediately cease using the Website and the System.

4.11. The Licensor has the right to modify or release updates to the System, add new features or functional capabilities to the software that improve its performance or otherwise enhance its characteristics, or remove the corresponding functionality.

5. PERSONAL DATA AND OTHER DATA

5.1. The Licensee (an individual) or an individual acting as the Licensee's representative gives consent to the Licensor's processing of the personal data contained in the System in the "Profile" section and the data specified during Registration: last name, first name, patronymic, email address, contact phone number. 5.

1.1. By registering in the System through a personal page on a social network, the Licensee grants the Licensor consent to access general information — personal data, access to the email address and phone number.

5.2. Processing is carried out for the purpose of the Licensor's fulfillment of its contractual obligations to the Licensee.

5.3. The consent is valid for an indefinite period and may be withdrawn in the manner provided for in clause 5.4 of the Agreement.

5.4. The Licensee has the right to withdraw their consent by sending an appropriate notice to the Licensor by email at the address specified in the details of this Agreement. Upon receipt of a notice of withdrawal of consent to the processing of personal data, the Licensor is obliged to cease processing it.

5.5. Consent is given to the performance of the following actions with personal data: collection, recording, systematization, accumulation, storage, clarification (updating, modification), extraction, use, transfer (distribution, provision, access), depersonalization, blocking, deletion, destruction, transfer to third parties for the purpose specified in clause 5.2 of the Agreement.

5.6. The Licensee gives consent to: 5.

6.1. Storage of personal data on the Licensor's server (including outside the territory of Ukraine). 5.

6.2. Use of the Licensee's personal and statistical data for display and transfer to advertising platforms. 5.

6.3. Sending the Licensee information about services and news of the Licensor and (or) the Licensor's partners via the Website, the Personal Account, SMS messaging or otherwise.

5.7. The Licensor does not use third-party data, including personal data, that the Licensee uploads to the server by means of the System, including data contained in the CRM system.

5.8. The Licensee undertakes to obtain the prior consent of the personal data subject to the use of their personal data by means of the System. The Licensee undertakes not to post personal data of third parties or of the Licensee's employees who have not consented to such posting.

5.9. The Licensee is aware and agrees that telephone conversations with the Licensor may be recorded for the purpose of monitoring the quality of the Licensor's work.

5.10. The Licensor has the right to use the Licensee's name, as well as the Licensee's trademarks (service marks) and logos, on the Licensor's website, in publications about the Licensor's work and for the purposes of advertising the Licensor's services.

5.11. For the purposes of this Agreement, the term "Confidential Information" means any information under this Agreement that has actual or potential value by virtue of being unknown to third parties, is not intended for wide dissemination and/or use by an unlimited number of persons, and meets the requirements of applicable law.

5.12. The Parties undertake to keep confidential information confidential and to take all necessary measures to protect it, including in the event of reorganization or liquidation of the Parties. By this Agreement, the Parties agree that they will not disclose and will not permit the disclosure of Confidential Information to third parties without the prior written consent of the other Party, except in cases of: - unintentional and/or forced disclosure of Confidential Information due to force majeure circumstances; - where such information is publicly available; - where the information was lawfully obtained from third parties; - as provided for by the applicable legislation of Ukraine, including on the basis of court decisions that have entered into legal force, and demands of competent state authorities and banking organizations.

5.13. The respective Party to this Agreement is responsible for the actions (inaction) of its employees and other persons who have obtained access to Confidential Information.

6. PAYMENTS

6.1. The amount of the license fee is determined by the Tariff selected by the Licensee on the page of the websites https://foks.biz/price , https://my.foks.biz/c/pay/pay3 Payment is made by making the payment stipulated for each of the Tariffs separately.

6.2. In the event of non-payment or late payment, the Licensor has the right not to provide access to the System or the Additional functionality until the corresponding amount of funds is received. 6.2.1 In the event of non-payment or late payment by the Licensee of the fee provided for by the Agreement, all product data, including photographs and text data, will be irrevocably deleted within 14 days from the moment the payment becomes overdue.

6.3. The license fee is paid in Ukrainian hryvnia in a manner that allows identification of the payer, by payment using payment systems or by bank transfer to the Licensor's settlement account on the basis of an invoice. The Licensee's payment obligation is deemed fulfilled at the moment the funds are credited to the account of the payment system (the Licensor). The time for crediting funds to the Licensor's account may be up to 3 (three) banking days and does not depend on the Licensor. Upon crediting of the funds, the Licensor sends a letter about activation of the Tariff to the email address or to the Personal Account.

6.4. By enabling a Recurring (periodic) payment, the Licensee confirms their consent to the automatic direct debiting of funds from the Licensee's bank card to the Personal Account.

6.5. The Parties agree that a third party may act as the payer under the Agreement. In this case, the Licensee is obliged to send the Licensor a corresponding information letter, and the payer, when making the payment, must indicate in the payment purpose details that allow identification of the Licensee.

6.6. If, within 5 (five) business days from the expiration of the tariff, the Licensor has not received any claims from the Licensee related to the scope of the rights granted, the non-exclusive right to use the System (the Non-exclusive license) is deemed to have been granted to the Licensee in full and in a proper manner. Subsequent claims are not accepted. 6.6.1 Upon the expiration of 5 (five) business days from the moment payment for the selected Tariff is received, the fee paid by the Licensee for the use of the non-exclusive license to the FOKS online service is non-refundable. 6.6.2 The Licensor has the right to consider the possibility of refunding part of the fee paid for the use of the non-exclusive license to the FOKS online service upon the Licensee's request in exceptional cases.

6.7. The Licensee has the right to change the Tariff in use in the Personal Account.

6.8. If the maximum number of products and/or uploads per month under the Tariff selected by the Licensee is exceeded, the Tariff is changed automatically with a corresponding increase in cost, while retaining the selected additional functionality.

6.9. In the event of termination of the Agreement and the Parties reaching a written agreement on the refund of paid and unused funds to the Licensee, the funds are transferred using the details used by the Licensee when making the payment, and only upon the Licensee's personal written application for a refund.

6.10. The Licensee's Personal Account balance may be replenished through the Licensor's established Promotional campaigns, including through the referral program in the Licensor's System.

6.11. In settlements between the Parties, the period "month" is understood to mean 30 calendar days, and the period "year" — 360 days.

6.12. The Parties have agreed that no Act of grant of the non-exclusive license is drawn up.

6.13. The Parties have agreed that an Act of services rendered is provided to the Licensee solely upon the Licensee's request and no more than once per calendar month.

6.14. When paying the license fee, the Licensee must indicate the following description in the payment purpose: "For the grant of a non-exclusive license to the FOKS system No. {invoice number} dated {invoice date}. VAT exempt." Where {invoice number} and {invoice date} are indicated in accordance with the invoice being paid. Payments with other wording may be returned to the payer.

7. LIABILITY. DISPUTE RESOLUTION PROCEDURE

7.1. The System is provided to the Licensee "as is", in accordance with the principles generally accepted in international practice. Under this Agreement, the Licensor is not liable for problems arising in the process of installation, updating, support and operation of the System (including compatibility problems with other software products (packages, drivers, etc.), discrepancies between the results of using the System and the Licensee's expectations, etc.). The Licensee must understand that they bear full responsibility for possible negative consequences caused by incompatibility or conflicts of the System with other software products installed on the Licensee's computer or other device.

7.2. The Licensor is not liable for the impossibility of using the System for reasons attributable to the actions or inaction of the Licensee or third parties, or where access to the System is limited due to the Licensee's lack of Internet access.

7.3. The Licensee is solely responsible for keeping their Login and password secure and for losses that may arise from their unauthorized use.

7.4. In the event of disputes or disagreements between the Licensee and the Licensor arising from the Agreement or relations connected with it, the parties shall take all measures to resolve them through joint negotiations. The time limit for responding to a claim is 30 calendar days.

8. TERM OF THE AGREEMENT. TERMINATION PROCEDURE

8.1. The Agreement enters into force from the date of acceptance and is valid for 1 (one) year. If, 1 (one) month before the expiration of the Agreement, neither Party notifies the other Party in writing of termination of the Agreement, the term of the grant of the non-exclusive license is deemed extended for 1 (one) year. The number of extensions is unlimited.

8.2. The Licensor has the right to unilaterally terminate the Agreement and/or block the Licensee's access to the System in the event of the Licensee's violation of the terms of the Agreement, as well as of the applicable legislation of Ukraine or the legislation of the place of state registration and the place of business of the Licensee. The Licensor is not liable for losses incurred by the Licensee in connection with the termination of the Agreement and/or blocking of access to the System. The Licensor sends the Licensee a notice of unilateral termination of the Agreement 24 hours before termination.

9. OTHER TERMS

9.1. The Non-exclusive license under the Agreement extends to all subsequent updates and new versions of the System.

9.2. All correspondence between the Parties conducted via email and the functionality of the Personal Account constitutes official correspondence and may be used as evidence in court. Scanned copies of documents received via email and the Personal Account are equivalent to originals. For the Licensee, the Licensee's email address must be used; for the Licensor — the email address specified in the details.

10. DETAILS

Licensor: LIMITED LIABILITY COMPANY "FOKS-BIZ", USREOU (ЄДРПОУ) code 43236531, 03150, Ukraine, Kyiv, Velyka Vasylkivska Street, building 114. Email address: support@foks.ai Director vm@foks.ai

Marketplace sales enablement service for Ukraine. Ukraine, Kyiv, 114 Velyka Vasylkivska St. manager@foks.ai