PUBLIC OFFER AGREEMENT

Subscriber – a person with whom the Customer has an arrangement to send SMS messages to a mobile phone, and who uses the cellular communication services of mobile network Operators.

Account — the combination of Authorization Data, the Account Domain, and the Customer's Information Materials stored and processed within the hardware and software systems.

Acceptance of the Offer is deemed to be the fact of payment by the Customer for the Provider's services. Acceptance of the offer means the Customer's full and unconditional acceptance of the Provider's proposal to enter into the Offer Agreement.

By accepting this Offer Agreement, the Customer confirms that it has read, agrees to, and fully and unconditionally accepts all terms of the Offer Agreement as set out in the text of the Agreement, including its appendices, which form an integral part thereof.

Authentication Data — data required to identify the user and use the Service, consisting of a Login — a unique text-based identifier — and a Password — a set of characters that protects access to the Customer's Account from unauthorized access by third parties.

Account Owner — the person who initiated the creation of the Account in the Service, or the person to whom the rights of Account Owner were transferred by the previous Account Owner.

Account Domain — a third-level domain in the format http://zim-zim.uz, where the account name is the name provided to the Customer within the Account for the duration of the use of the Services.

Website is accessible at a unique electronic address or its alphabetic designation. It may contain graphic, textual, audio, video, and other information recorded and readable by computer.

Information Materials — any textual, graphic, audio, video, and mixed materials of an informational nature.

User — a person to whom the Account Owner or a person authorized by the Account Owner has granted the right to use the Account in the Service.

Public Offer - the public offer agreement is a proposal by I TECH IT GROUP LLC addressed to an unlimited range of legal entities and individuals to enter into an agreement on the terms set out in this Offer, including all of its Appendices.

The Offer Agreement is governed by and construed in accordance with Articles 387-377 of the Civil Code of the Republic of Uzbekistan, and clauses 8-7, 10, 12, 24-28, and 29 of the Rules for Conducting Electronic Commerce (Appendix No. 1 to Resolution No. 185 of the Cabinet of Ministers of the Republic of Uzbekistan dated September 2, 2018).

Website — the website accessible at www.zim-zim.uz, through which access is provided to the Zim-Zim hardware and software system (hereinafter referred to as the "Service").

Website Build — work involved in creating the Website based on an approved Design. Website Build includes programming, processing of textual, graphic, and other Information Materials (provided by the Client and/or specially created by the Provider), populating the Website with Information Materials, and testing the Website (to verify its correct rendering by various browser programs used for viewing websites).

Service — the Zim-Zim hardware and software system, which allows the Customer to maintain automated record-keeping at a point of sale.

Pricing Plan — a detailed list of options, their features, and cost.

SMS Services - a message sent by the Customer to Subscribers using the Provider's SMS Distribution Module.

2.1. Under this Agreement, the Provider undertakes, at the Customer's request, to render services for the installation and technical maintenance of the "Zim-Zim" automation software, and the Customer undertakes to accept and pay for the Provider's Services.

2.2. The Services begin to be provided to the Customer from the moment an order is received in accordance with the terms of this Offer Agreement and the Authentication Data is obtained.

3.1. The Customer has no right to lease, sell, or otherwise transfer the Account Domain into permanent or temporary, paid or free, ownership and/or use by third parties. The Account Domain provided to the Customer for the duration of its use of the Services belongs to the Provider throughout the term of the Offer Agreement and after its termination.

3.2. The Account Domain is provided only if such a domain name is available at the time of provision, and provided that generally accepted moral and ethical norms are not violated when registering such a name.

3.3. The right to use the Account Domain is granted to the Customer only for the period during which the Customer uses the Services, subject to payment for those Services.

3.4. After the Offer Agreement terminates, the Provider has the right to provide the Account Domain previously used by the Customer to another customer (a person using the Provider's Services).

4.1. Obligations of the Customer:

1. Pay for the Provider's Services in full and in a timely manner in accordance with the selected Pricing Plan.
2. At its own expense, ensure it has access to the Internet and the equipment necessary for such access.
3. Fully comply with and perform the terms of the Offer Agreement and other documents published on the Provider's Website that govern the use of the Services, the Service, and the Website.
4. Indemnify the Provider against any claims from third parties for payment of remuneration (including any copyright remuneration) for distributed Content.
5. Guarantee to the Provider that it holds all permits and authorizations (including copyright, licensing, and similar documents) for the distribution of Content to Subscribers under this Offer Agreement.
6. Guarantee to the Provider that it has all the necessary permits and technical capability to provide the services through which they are rendered.
7. Provide complete and accurate information regarding the goods/services to be listed in the online store.
8. When performing this Offer Agreement, independently ensure that all necessary permits, consents, or other forms of approval from Subscribers have been obtained for sending SMS messages.
9. Refrain from creating, storing, distributing, or transmitting Content containing prohibited information that entails legal liability.
10. Acknowledge the Provider's right to review the information contained in the Customer's Content in advance.
11. Submit Content templates to the Provider for approval before sending them to Subscribers.
12. Bear liability to the Provider and third parties in the event of a breach of the foregoing warranties.

4.2. Obligations of the Provider:

1. Provide the Services to the Customer in full and in a timely manner.
2. Notify the Customer 24 hours in advance of any preventive or repair work.
3. Maintain the confidentiality of the Customer's data.
4. Inform the Customer of any changes to the terms of providing the Services.

4.3. Rights of the Customer:

1. Require timely and high-quality provision of the Services.
2. Receive information from the Provider regarding the quality, cost, and procedure for providing the Services.

4.4. Rights of the Provider:

1. Suspend the provision of Services if the Customer breaches the terms of this Agreement.
2. Delete the Customer's Account upon the expiration of 90 days from the date of blocking.
3. Offer a transition to a different Pricing Plan if the Customer's requirements increase.
4. Engage third parties to perform its obligations.

5.1. The cost of the Services provided by the Provider, in accordance with the Pricing Plan selected by the Customer, is set out in the document that forms an integral part of this Offer Agreement.

5.1.1 The cost of the Services is 4,500,000 (Four million five hundred thousand) UZS for connecting the program, plus a monthly payment of 390,000 (Three hundred ninety thousand) UZS.

5.2.1 Payment for services rendered to the Customer during a month is made in accordance with the current legislation of the Republic of Uzbekistan, at the beginning of each month, within 5 (five) banking days from the date of signing the certificate of services rendered and the issuance of an invoice.

5.2.2 Upon completion of installation, the Contractor shall send the Customer a certificate of services rendered. The Customer must confirm the certificate of services rendered or send the Provider a reasoned refusal no later than the 5th banking day following the day the certificate of services rendered was received.

5.3 If the Provider receives a reasoned refusal from the Customer to sign the Certificate of Services Rendered, a commission consisting of representatives of the Provider and the Customer shall be formed within 3 (three) business days to determine the cause of the dispute. Upon completion of its review, the commission shall draw up a report, on the basis of which either the deficiencies are corrected or the Customer signs the Certificate of Services Rendered.

5.4. The Customer shall pay for the Provider's Services by transferring funds to the Provider's settlement account or by paying for the Services through electronic payment systems with which the Provider cooperates, at the time the agreement is signed.

5.5. The Customer's transition to a lower Pricing Plan may require giving up part of the previously used resources. Such waiver is carried out by the Account Owner by specifying the particular resources in the interface designated for that purpose.

5.7. If payment for the next period of use of the Service is not made, access to the Account is automatically restricted for all users except the Account Owner.

5.8. Funds paid for the use of the Service's services are non-refundable, including in the event of a transition to a lower Pricing Plan and/or discontinuation of further use of the Service.

5.9. The Customer is solely responsible for monitoring the expiration of its paid Subscription to the service.

5.10. The Customer is solely responsible for the accuracy of the payments it makes. The date of payment for a Service is deemed to be the date the funds are credited to the Provider's current settlement account.

5.11. If the Customer does not use the Services due to circumstances beyond the Provider's control (the Customer no longer needing the Services, or being unable to receive the Services due to technical issues with the Customer's equipment or communication services), or in the event of early termination of the Offer Agreement by the Customer, or in the event the Account is blocked under the terms of this Offer Agreement, the cost of the Services paid for by the Customer is non-refundable.

5.12. If the Customer is unable to use the Services for reasons attributable to the Provider, and provided that the Customer has duly performed its obligations under the Agreement, the Provider shall not charge for the period during which the Services were not provided.

5.13. If additional locations are added, or if functionality is expanded, prices may change in accordance with the established rates.

5.14. Rates may be changed unilaterally by the Provider. In doing so, the Provider must notify the Customer by email, SMS message, or official letter 10 days before the new rates take effect.

5.15. Work to connect the Customer to the Service is deemed to have been duly performed by the Provider and accepted by the Customer if:

• the Customer has not notified the Provider in writing within five business days of connection to the Service of its refusal of the Service (for Customers who are individuals);
• the Customer, after being connected to the Service, has signed the invoice issued by the Provider (for Customers who are legal entities).

5.16. The Services provided to the Customer during each month are deemed to have been duly rendered by the Provider and accepted by the Customer if:

• the Customer has not submitted a written complaint to the Provider regarding the quality and scope of the services rendered within five business days after the end of the month (for Customers who are individuals);
• the Customer has signed the invoice issued by the Provider at the end of the month (for Customers who are legal entities).

6.1. The Parties understand the specific nature of data processing and transmission over the Internet and therefore agree that the Provider shall not be liable for any inability to provide the Services due to circumstances beyond its control, including, without limitation, failures in the operation of third-party hardware and software systems and/or data transmission channels not belonging to the Provider.

6.2. The Provider is not liable for any losses or lost profits associated with the Customer's use of the Services.

6.3. The Provider is not liable for the content of any data and Information Materials created, processed, transmitted, and received by the Customer or other users of the Website, and shall not compensate for any losses caused by such data, its content, or its use.

6.4. The Customer is responsible for safeguarding its Authorization Data and for any documented losses caused to the Provider as a result of authorized or unauthorized acquisition and use of the Customer's Authorization Data by any person.

6.5. If, through the Customer's fault, the secret credentials (password, login) used to access the Provider's Service become available to third parties, all actions performed in the Service by the person who entered the corresponding secret credentials, by which the Service identified them as the Customer, shall be deemed to have been performed by a person duly authorized to represent the Customer, until such time as the Provider receives the corresponding written notice from the Customer.

6.6. When the Customer uses the "Zim-Zim" service, the Provider's liability is limited to providing timely and high-quality technical support for the website.

6.7. If the Customer fails to fulfill its payment obligations for the Services within the established time frame, the Customer shall pay the Provider a penalty of 0.5% of the amount owed for each day of delay, but not exceeding 50% of the total cost of services under this Offer Agreement.

7.1. The Parties shall exchange information that is reasonably necessary for each Party to fulfill its obligations under this Offer Agreement. All written or oral information relating to the performance of obligations under this Offer Agreement, provided by one Party to the other, that is subject to a restricted-access regime under law, or information that the disclosing Party has expressly notified the other Party is confidential, shall be considered and is hereby defined as confidential information ("Confidential Information"). Confidential Information includes, among other things, the personal data of the Customer's clients, sales volume data, and any information constituting a commercial, professional, official, or other secret as defined by law, accounting and financial data, information about payment transactions, and management information for configuring information, telecommunications, and payment systems. Confidential Information shall be protected from unauthorized access, and its integrity, safekeeping, and timely provision shall be ensured.

7.2. A Party receiving Confidential Information under this Offer Agreement (the "Receiving Party"), without first obtaining the written consent of the Party providing such information (the "Disclosing Party"), shall not (i) use any part of the Confidential Information for purposes not contemplated by this Offer Agreement, (ii) disclose the Confidential Information or any part thereof to any persons or organizations other than the Receiving Party's employees and consultants (including subcontractors) who reasonably need access to the Confidential Information for purposes contemplated by this Offer Agreement and who agree to safeguard the Confidential Information as if they were a party to this Agreement, or (iii) permit any improper use of the Confidential Information.

7.3. The Receiving Party shall not be liable for the disclosure of Confidential Information or any part thereof if it can prove that such Confidential Information (i) was in the public domain at the time of its receipt or subsequently became so through no fault of the Receiving Party; (ii) was already known to or in the possession of the Receiving Party prior to its receipt; or (iii) became known to the Receiving Party from a source other than the Disclosing Party, without any breach of the obligation to safeguard the Confidential Information.

7.4. If the Receiving Party is legally required to disclose any Confidential Information to government authorities empowered by law to demand such disclosure, that Party must immediately notify the Disclosing Party of this fact in writing. In such case, provided proper notice is given to the Disclosing Party, the Receiving Party disclosing the Confidential Information pursuant to this clause shall not be deemed to have breached its obligation of non-disclosure of the Confidential Information. In the event of such disclosure, the Receiving Party undertakes to make every effort to ensure the protection of the Confidential Information.

7.5. Confidential Information remains the property of the Disclosing Party and, upon the latter's request, once it is no longer needed for the purposes contemplated by this Offer Agreement, shall be promptly returned to that Party or destroyed together with all copies made by the Receiving Party or by any other party to whom such Confidential Information was provided by the Receiving Party, in accordance with the provisions of this section.

8.1. All disagreements between the Parties regarding the performance of the Offer Agreement shall be resolved through negotiations between the Parties. The Parties establish a mandatory pre-trial procedure for the settlement of disputes by means of filing a claim.

8.2. The Provider shall only consider claims regarding the Services that are submitted by the Customer in writing and within the limitation period established by the current legislation of the Republic of Uzbekistan. The period for reviewing a claim shall not exceed 15 (fifteen) calendar days from the date it is received by the relevant Party.

8.3. For the purpose of resolving technical matters, when determining the Customer's fault as a result of its unlawful actions while using the Services, the Website, the Account and/or the Internet, the Provider has the right to independently engage competent organizations as experts.

8.4. The Parties have agreed that, when considering disputes, the Parties have the right to submit printouts of electronic mail (e-mail) as evidence.

8.5. If disputes cannot be settled through negotiations, they shall be resolved in court at the location of the Provider (Republic of Uzbekistan).

8.6. On all matters not regulated by the Agreement, the Parties shall be governed by the current legislation of the Republic of Uzbekistan.

8.7. The Customer is granted a grace period of 5 (seven) days, after which use of the program automatically becomes subject to payment.

8.8. During the grace period, the Customer has the right to decline the services and request a refund of funds paid.

9.1. The Offer Agreement is published on the Provider's Website, takes effect upon its acceptance by the Customer, and remains in effect until the Provider withdraws the offer or amends the terms of the Offer Agreement.

9.2. The Agreement may be terminated in the following cases:

• the Customer's refusal of the Services, of which it must notify the Provider 10 days before the intended date of termination of the Agreement. In the event the Customer unilaterally refuses to perform this Offer Agreement for reasons not related to any culpable actions of the Provider, the funds paid by the Customer are non-refundable;
• the Provider's refusal to provide the Services in the event of repeated breaches by the Customer of its obligations under this Offer Agreement, by sending the Customer a notice of termination of the Agreement 10 days before the intended date of termination of the Offer Agreement.

10.1. The Parties shall not be liable for failure to perform or improper performance of their obligations under the Offer Agreement if such failure is caused by circumstances of insurmountable force (force majeure) beyond the Parties' control, including, in particular: natural disasters, technical malfunctions, fires, civil unrest, revolutions, military actions, the declaration of quarantine, or other calamities occurring in areas officially recognized as being affected by the aforementioned circumstances.

10.2. The Party for whom performance of its obligations under the Offer Agreement has become impossible shall notify the other Party of the occurrence and cessation of the above-mentioned circumstances within a reasonable time.

11.1. The Customer confirms that, at the time of entering into the Offer Agreement, it has read and fully agrees to comply with the terms of other related documents published on the Provider's Website.

11.2. The Parties have established that the titles of the chapters (articles) of the Offer Agreement are intended solely for convenience in using the text of the Agreement and have no bearing on its literal legal interpretation.

11.3. A Party whose contact details have changed (postal address, registered address, telephone number, bank details, list of contact persons, and other data that may affect the performance of the terms of this Offer Agreement) must inform the other Party of this within 15 days of such change by sending an appropriate notice.

11.4. Any notices arising out of the Parties' relationship under the Offer Agreement may be sent by a Party to the other Party by mail, by notification to the other Party's email address, or by SMS message, except in cases where notification by email or SMS message is expressly required by this Agreement.

11.5. Each Party shall ensure the confidentiality of any technical, commercial, or other information obtained in the course of performing this Offer Agreement that has value because it is unknown to other persons, and shall take measures to prevent the disclosure of such information. In the event the Offer Agreement is terminated, the transfer of such information to third parties, its publication, or its disclosure in any other manner is permitted only with the written consent of the other Party, regardless of the reason for or timing of the termination of the Offer Agreement.

11.6. The Provider's failure to exercise or enforce any right or remedy provided for under this Offer Agreement, or available to the Provider by operation of law, shall not be deemed a waiver by the Provider of such right and/or remedy.

11.7. The Offer Agreement may be amended by the Provider at any time. The amended Offer Agreement takes effect from the moment it is published on the Provider's official website. The Provider shall notify the Customer of any changes to the terms of the Offer Agreement by sending notifications by email. If the method of notifying the Customer changes, the Provider shall post information about this on its website.

11.8. All appendices to the Offer Agreement form an integral part thereof.

11.9. This Offer Agreement is drawn up in the Russian language, does not require the affixing of seals and/or signatures by the Customer and the Provider, and remains legally valid notwithstanding this.