PUBLIC OFFER AGREEMENT for the Provision of Information Technology Services

Individual Entrepreneur Kulinichenko Yurii Ihorovych (hereinafter referred to as the “Contractor”), acting on the basis of an Extract from the Unified State Register of Legal Entities and Individual Entrepreneurs of Ukraine, recipient code 3153912034, offers any individual, individual entrepreneur, or legal entity (hereinafter referred to as the “Client”) to enter into a Public Agreement for the provision of information technology services (hereinafter referred to as the “Agreement”) through the website SmartSearch.com.ua by making a payment for the services as an acceptance of the terms proposed in this Agreement.

1. SUBJECT OF THE AGREEMENT

1.1. The subject of the Agreement is the provision by the Contractor of services to enhance search capabilities (smart search) on the Client’s website using the Contractor’s software product “SmartSearch.com.ua”. The Client does not receive a copy of the Program, access rights, or usage rights. All services are provided by the Contractor via the Internet.

1.2. The Client can familiarize themselves with the main services that may be provided by the Contractor on the page at the link https://smartsearch.com.ua.

1.3. The Client may choose, at their discretion, one of the tariff plans:

1) The “StartSmart” tariff plan is available only for websites with a catalog of up to 10,000 products (offer id). It includes daily updates, API access, unlimited queries, chat support, as well as: morphology, query error correction, transliteration, keyboard layout support, synonyms, category filtering, product attribute filtering, geo-search, content search, mobile device adaptation, support for multiple languages (ua, ru, en, pl), query history, e-commerce features (adding products to the cart from search), and unique settings.

2) The “BusinessSmart” tariff plan – up to 50,000 products, scheduled updates, API access, unlimited queries, and a personal assistant in chat. It includes all the functionality of StartSmart.

3) The “ProfessionalSmart” tariff plan – up to 100,000 products, scheduled updates, API access, unlimited queries, and a personal assistant in chat. It includes all the functionality of the previous tariffs.

1.4. The place of service provision is Ukraine.

2. PROGRAM. PROCEDURE AND TERMS OF SERVICE PROVISION

2.1. Services are provided using the Program, while the Client is not granted usage or access rights to the Program.

2.2. To provide services to the Client, API access technology is used. The Client provides access to information via XML, and the Contractor provides services to configure the search service, resulting in the Client receiving enhanced search capabilities on their website.

2.3. After the Client expresses their desire to receive services by filling out the relevant online form on the website, the Contractor provides the Client with a JS code.

2.4. From the date of receiving the JS code, the Client may be granted a 14-day grace period for accessing the services, during which they can use the services and evaluate all benefits. The grace period is provided or not provided to the Client at the Contractor’s discretion and only once. The grace period is not provided for repeated service purchases.

2.5. If the Client does not raise any claims regarding the quality of the provided services during the 14-day grace period and does not refuse further receipt of services, the Client is obliged to make payments for the services in accordance with the selected tariff plan.

2.6. The Parties have agreed that, in the absence of violations of the Agreement terms, payment deadlines, or the Agreement’s validity, the provision of the smart search service to the Client is continuous. In case of untimely fulfillment of payment obligations, the Contractor suspends the provision of services. Services are resumed within three days after full repayment of the outstanding debt for the entire period of delay.

2.7. The Contractor’s obligation to provide the JS code for the provision or resumption of services is considered duly fulfilled from the moment the JS code is provided to the Client and in the absence of claims from the Client.

2.8. The Client provides access to information via XML with a complete description of products for indexing, sends requests to the Contractor, and in response receives the API integration code from the Contractor, which the Client displays on their web resource.

2.9. The provision of services is suspended in case of the Client’s violation of the provisions of this Agreement.

2.10. Services exceeding the scope of the “StartSmart” tariff plan are provided under the “BusinessSmart” tariff plan. Services under the “BusinessSmart” tariff plan are provided only after the Client has reviewed the terms of this tariff plan and signed an agreement.

2.11. The number of offer ids (products) in XML is determined by the highest number of offer ids (products) in XML for the previous full three calendar months.

3. OBLIGATIONS OF THE CLIENT

3.1. Timely and in full make payments in accordance with the requirements and procedure stipulated in Section 5 of this Agreement. The Client’s payment obligation is considered fulfilled from the moment the respective amount is credited to the Contractor’s account.

3.2. During the 14-day grace period of service receipt, familiarize themselves with the services to ensure they meet the capabilities declared by the Contractor.

3.3. Use the services within the limits stipulated by this Agreement without transferring the results of the services to third parties.

3.4. Provide the Contractor with access to information via XML with a complete description of products for indexing. In case of failure to fulfill this obligation, provision of incorrect or incomplete data, the Contractor does not guarantee the proper quality of the search, and the Client loses the right to raise claims in this regard.

4. RIGHTS OF THE CLIENT

4.1. Choose a tariff plan corresponding to the number of offer ids (products) in XML, receive services, and use the results of the services in accordance with the selected tariff plan for the respective paid period.

4.2. Change the selected tariff plan with a corresponding change in the payment amount.

4.3. During the 14-day grace period of service receipt from the moment of concluding the Agreement, refuse further receipt of services if the services do not match the description provided by the Contractor.

4.4. Terminate the Agreement in accordance with the terms and conditions stipulated in Section 8 of this Agreement.

5. PAYMENTS AND SETTLEMENT PROCEDURE

5.1. Services are provided on the condition of prepayment for each service provision period. Each service provision period (hereinafter referred to as the “Period”) begins on the day of payment for the services and ends on the same day of the following month.

5.2. Payment is made using the national currency of Ukraine – hryvnia, in non-cash form by transferring the respective amounts to the Contractor’s account.

5.3. For a month of service provision under the “StartSmart” tariff plan, the Client pays the Contractor 500 (five hundred) hryvnias.

For a month of service provision under the “BusinessSmart” tariff plan, the Client must pay 1000 (one thousand) hryvnias.

For a month of service provision under the “ProfessionalSmart” tariff plan, the Client must pay 4000 (four thousand) hryvnias.

5.4. Payment is made for each Period on a prepayment basis. Since the Client may receive a 14-day grace period for service provision, if such a grace period is provided, the first paid Period begins on the fifteenth day of service receipt. In the absence of a grace period, the first paid Period begins on the day of payment for the services. Accordingly, this date of the month is the start date for service receipt in each subsequent month.

5.5. Payment must be credited to the Contractor’s account no later than three days before the end of the previous Period of service provision.

5.6. The Contractor has the right to change the selected tariff plan by changing the payment amount. Such changes take effect from the next Period, while relations arising before this moment are governed by the previous conditions.

5.7. The Client agrees that payment for the provided services is made through automatic deduction of funds from their payment card (or other payment method) on a regular basis in accordance with the selected tariff plan. The Client grants the Contractor consent to carry out such regular (recurring) payments without the need for additional confirmation from the Client before each deduction.

5.8. The Client has the right to opt out of automatic fund deductions at any time by notifying the Contractor no later than 5 (five) business days before the date of the next payment by sending a corresponding notification to the Contractor’s email or through the personal account on the website.

6. LIABILITY OF THE PARTIES AND DISPUTE RESOLUTION PROCEDURE

6.1. The Parties are liable for non-fulfillment or improper fulfillment of their obligations in accordance with the norms of the current legislation of Ukraine and the provisions of this Agreement.

6.2. If the Client violates the terms of monthly payment stipulated in Section 5 of the Agreement, the Contractor has the right to suspend the provision of services until the full repayment of the debt for the entire period of delay, including the period during which services were not provided to the Client due to non-payment.

6.3. All disputes related to this Agreement are resolved through negotiations between the Parties.

6.4. If a dispute cannot be resolved through negotiations, it is resolved in court in accordance with the established jurisdiction and venue of such a dispute as provided by the legislation of Ukraine.

7. FORCE MAJEURE

7.1. The Parties are not liable for non-fulfillment or untimely fulfillment of their obligations resulting from force majeure circumstances: natural disasters; declaration of a state of emergency; declaration of martial law, military actions; terrorist acts; public unrest; revolutions; strikes; actions and acts of state authorities and local self-government; changes in legislation; temporary or permanent cessation of Internet service providers’ operations.

7.2. Upon the cessation of such circumstances, the Party that failed to fulfill its obligations must fulfill them within the timeframes during which the fulfillment of obligations was suspended.

7.3. A Party may not refer to force majeure circumstances if they began at the time of its delay in fulfilling its obligations.

8. MOMENT OF CONCLUSION, TERM OF VALIDITY, AND TERMINATION OF THE AGREEMENT

8.1. Filling out the online form to access the services constitutes acceptance of this Agreement on the proposed terms and the moment of concluding the Agreement. By making a payment, the Client additionally confirms their agreement with all the terms specified in the Agreement.

8.2. The term of the Agreement is unlimited.

8.3. The Agreement may be terminated early by mutual agreement of the Parties.

8.4. The Client has the right to terminate the Agreement at any time by notifying the Contractor no later than 30 (thirty) days in advance, provided there is no outstanding debt under the Agreement.

8.5. By concluding this Agreement, the Parties also agree to the possibility of using a qualified electronic signature and electronic document management within the framework of this Agreement.

9. CONFIDENTIALITY

9.1. The Parties understand and agree that the data they become aware of during the provision of services under this Agreement contain confidential information.

9.2. The Parties undertake to take all measures to prevent the disclosure of confidential information to third parties, except in cases of lawful disclosure of such information as provided by the current legislation of Ukraine.

9.3. The Contractor has the right to mention the Client’s name and a brief description of the work performed for them for advertising purposes without additional coordination between the Parties.

10. OTHER CONDITIONS

10.1. The Contractor reserves the right to make changes and additions to the terms of this Agreement or terminate the Agreement at any time at its discretion. Such changes take effect from the moment the revised text of the Agreement is posted on the Internet at https://smartsearch.com.ua/dogovir-oferta, unless another effective date for the changes is additionally specified at the time of such posting.

10.2. In cases not provided for by this Agreement, the Parties are guided by the current legislation of Ukraine.