Intermediary Agreement (Public Offer)

This Agreement is a public offer (the Offer) of LLC «Refresh» (Party 1) addressed to an indefinite range of persons (Party 2) for the conclusion of an Agreement on the terms set out below. The relations of the Parties under this Agreement are governed by the norms of the Civil Code of the Republic of Tajikistan. Pursuant to Article 483 of the Civil Code of the Republic of Tajikistan, this Agreement incorporates elements of a contract of mandate (Article 1085 of the Civil Code of the Republic of Tajikistan), an agency contract (Article 1110 of the Civil Code of the Republic of Tajikistan) and a commission contract (Article 1094 of the Civil Code of the Republic of Tajikistan).

This Agreement is deemed concluded from the moment Party 2 performs the action provided for in Section 2 of this Agreement, which constitutes full and unconditional acceptance of all terms of the Agreement.

If one or more provisions of this Agreement are for any reason invalid or without legal force, this does not affect the operation of the remaining provisions of this Agreement.

Terms and principal definitions

Agreement — this Agreement between Party 1 and Party 2, concluded in the manner provided for in Section 2 of this Agreement, having regard to its publication on the website (https://refresh.tj/agreement). All annexes to it published on the website (https://refresh.tj/agreement) form an integral part of this Agreement.

Party 1 — LLC «Refresh», registered at the address: Republic of Tajikistan, Dushanbe, 11 Adhamov Street.

Party 2 — an individual entrepreneur or a legal entity registered in the territory of the Republic of Tajikistan, carrying out the sale of goods, and which has accepted this Offer in accordance with the applicable legislation of the Republic of Tajikistan.

Parties — Party 1 and Party 2.

Authorised user — a manager, employee, representative or other person to whom Party 2 has granted access within its personal account.

Platform — the set of programs, interfaces and technical databases of LLC «Refresh», accessible through the website and the mobile application.

Personal account — the personal page of Party 2 on the website or in the mobile application of Party 1, containing information about Party 2's store, the goods it has listed and the goods sold.

Tariff — a set of functions, limitations, price and a defined period of use of the Platform.

Subscription — the right to use a particular tariff during a paid period.

Trial — a free trial period of 7 days, subject to compliance with the terms of this Offer.

Service — the provision of functional access to the Platform and related services included in a Tariff or in separate orders.

Commission — a payment separate from the cost of a Subscription, charged for a particular operation or service of the Platform, where such a commission is provided for the relevant function.

Personal data — information which, under the legislation of the Republic of Tajikistan, is considered personal data.

Database — an information and reference system containing information about the business activity of Party 2's store.

Acceptance — full and unconditional acceptance of the Offer in the manner set out in Section 2.

The Agreement may use concepts or terms not defined in this section of the Agreement. In such a case the term is interpreted in accordance with the text of this Agreement. If the text of the Agreement does not provide a uniform interpretation of a term, the Parties rely on the applicable legislation of the Republic of Tajikistan.

SUBJECT OF THE OFFER

Party 1 undertakes, within the selected Tariff, to grant Party 2 a limited, non-exclusive, temporary and non-transferable right to use the functions of the Platform, and Party 2 undertakes to pay for the services and to comply with the terms of this Offer.

The number or volume of functions depends on the selected Tariff.

Party 1 is not obliged to provide free of charge a function not included in the selected Tariff.

Payment of a Tariff, a commission or an additional service does not constitute a purchase of, or a transfer to Party 2 of, ownership rights in the Platform or other objects of intellectual property.

Party 1, within this Offer:

• cannot be the seller of Party 2's goods
• cannot be the representative of Party 2 in the sale of its goods
• cannot be a party to a contract of sale between Party 2 and prospective purchasers of its goods
• does not manage the day-to-day commercial activity of Party 2

PROCEDURE FOR CONCLUDING THE AGREEMENT

Before registering and obtaining access to its personal account, Party 2 is obliged to familiarise itself with the text of this Offer published at (https://refresh.tj/agreement).

To use the services, Party 2 is obliged to complete registration for access to the personal account at https://app.refresh.tj. By registering on the platform, Party 2 gives Party 1 its consent to the processing, collection and storage of its personal data.

Party 2 independently creates the password for access to its personal account. Party 1, in turn, is entitled to set requirements for the creation of Party 2's password (password length, use of symbols, and so on).

Party 2 agrees that the use of a login (the email address and telephone number provided at registration) and a password is sufficient for identification and access to the personal account. The use of the login and password entitles Party 2 to carry out certain operations on the platform, and this is equivalent to Party 2's handwritten signature. Party 2 bears full responsibility for the actions of any person who concludes transactions and carries out operations in the personal account on its behalf.

Party 2 is obliged to take appropriate measures on its own to ensure the security of the personal account and to prevent unauthorised access to it by third parties. In the event of unlawful access to the personal account by third parties, Party 2 is obliged to cease using it and to change the login details (login or password) for the personal account.

Registration of Party 2 on the Refresh platform confirms that Party 2 has fully accepted the terms of this Offer.

Activation of the personal account confirms the conclusion of this Agreement between Party 1 and Party 2.

The Parties warrant that they have full legal capacity and capacity to act for the conclusion and performance of this Agreement.

When Party 2 uses the personal account, the use of any software of which Party 1 is not the author or developer is not permitted without agreement with Party 1. In the event of non-compliance with this requirement, Party 1 is entitled to terminate the Agreement with Party 2 immediately in the manner established by clause 12.4 of this Agreement, or to restrict Party 2's access to the personal account in whole or in part.

TARIFFS

Party 1 is entitled to offer one or more Tariffs for the use of the Platform.

The terms and characteristics of each Tariff are determined separately, including:

• the cost of the Tariff
• the set of available functions and services
• limitations on use
• the period of validity
• special conditions, where these exist

Current information on Tariffs, cost, term, functions, limits and other conditions of their application is placed in one or more of the following sources:

• the mobile application of the Platform
• the website — refresh.tj

The description and conditions of a Tariff presented to Party 2 before a purchase is made and confirmed by it are deemed an integral part of the contractual relations between Party 1 and Party 2 for the relevant period of use.

Party 2 selects a Tariff independently, taking into account its cost, functions, limitations, period of validity and other conditions.

If a particular function, capability or service is not included in the Tariff selected by Party 2, Party 1 is not obliged to provide it free of charge or outside the conditions of that Tariff. Access to such a function, capability or service may require additional payment or a move to the corresponding Tariff.

Where Party 2 selects and purchases another Tariff before the expiry of the current Tariff, such an action, unless the Agreement provides otherwise, is deemed a new order for services.

The amount corresponding to the unused part of the previous Tariff is not automatically carried over to the account of the new Tariff, deducted from its cost or refunded to Party 2, except where:

• Party 1 has expressly provided otherwise on the Platform
• the legislation of the Republic of Tajikistan establishes otherwise

To activate a new Tariff, Party 2 is obliged to pay its cost in accordance with the applicable conditions of that Tariff, unless a special offer, promotion or other conditions established by Party 1 provide otherwise.

TRIAL PERIOD

Party 1 may provide Party 2 with a trial period of service of 7 (seven) calendar days free of charge.

Unless the Platform or the conditions of the relevant offer provide otherwise, the trial period:

• is provided free of charge
• is available to Party 2 only once
• begins from the moment of its activation by Party 2
• ends automatically upon the expiry of 7 (seven) calendar days

The end of the trial period does not in itself result in the activation of a paid Subscription or the charging of funds to Party 2, except where Party 2 has previously given separate, clear and informed consent to automatic renewal or transition to paid service.

If, after the end of the trial period, Party 2 does not select and pay for a paid Tariff, Party 1 is entitled to restrict Party 2's access to paid functions and services, or to place the account in an inactive state or a state with limited functions.

COST OF SERVICES AND PAYMENT PROCEDURE

The cost of services and the corresponding Tariffs is presented to Party 2 before an order or payment is made, through the mobile application and the website refresh.tj.

Unless the conditions of the Tariff or the relevant offer provide otherwise, payment is made in the form of prepayment for the billing period selected by Party 2.

Payment may be made using the payment instruments available on the Platform at the moment the operation is carried out, including by means of:

• a bank card
• an electronic wallet or another payment instrument of a lawful payment service provider
• other lawful means of payment supported by the Platform

Where Party 2 links a payment instrument, including a bank card, for the purpose of making subsequent payments, the procedure for the storage and processing of payment data is determined by the technical mechanism of the payment service provider and the requirements of applicable legislation.

Party 1 does not store payment instrument data of a heightened level of confidentiality, including the CVV/CVC of a bank card, except where such processing follows directly from the actual technical model of the Platform and is carried out in full compliance with the requirements of legislation, security standards and the requirements of the applicable payment systems.

Monthly and annual subscription

Monthly subscription

A monthly subscription begins on the day of its activation or on another date indicated to Party 2 at the time of the order or purchase.

A monthly subscription is valid for one monthly billing period, unless the conditions of the relevant Tariff provide otherwise.

If automatic renewal of the subscription for subsequent months is not activated, the Subscription is not automatically renewed at the end of the current billing period. To continue using paid services, Party 2 must independently select and pay for a new billing period.

If automatic renewal of the subscription for subsequent months has been activated by Party 2, renewal of the Subscription and the charging of funds for the new billing period are carried out in the manner and on the conditions provided for by this Agreement.

Annual subscription

An annual subscription is valid for 1 (one) year from the date of its activation or from another date indicated at the time of the order or purchase.

If the cost of an Annual subscription has been paid in full in advance for the entire relevant period, the cost paid for that period is not changed until the end of its term, except where such a change follows directly from the requirements of applicable legislation and its application to existing contractual relations is mandatory.

On renewal of a Subscription for a new annual billing period, the cost and conditions of the Tariff in force on the date of such renewal apply, unless a special offer or the relevant conditions of Party 1 provide otherwise.

If automatic renewal is not activated for an Annual subscription, the Subscription is not automatically renewed at the end of its term, and to continue using paid services Party 2 must select and pay for a new Subscription.

If automatic renewal is activated for an Annual subscription, it is carried out in the manner provided for in Section 12 of these Terms.

Change in the cost of services

Party 1 is entitled to change Tariffs and pricing conditions for future billing periods independently, in compliance with the procedure provided for by the terms of this Agreement.

In respect of a Monthly subscription, a new price applies no earlier than the beginning of the new billing period following the entry into force of that price.

Party 1 notifies Party 2 in advance of a change in price by one or more of the means of notification provided for in the terms of this Agreement.

Notice of a change in price is sent to Party 2 no less than 15 calendar days before the beginning of the new month for future billing periods.

In respect of an Annual subscription whose cost has been paid in full in advance for the entire annual period, a new price does not apply until the end of the paid billing period.

On renewal of an Annual subscription for a new annual billing period, the price and conditions of the Tariff in force on the date of renewal apply, provided that information about that price was made available to Party 2 before renewal.

If Party 2 does not agree with the new price, it is entitled, before the beginning of the billing period to which the new price applies, to switch off automatic renewal and/or to decline to purchase or renew the Subscription for the new period. In that case the previously paid Subscription remains in force until the end of the current billing period on the conditions previously paid for.

RIGHTS AND OBLIGATIONS OF THE PARTIES

Party 1 is entitled to:

Provide, activate or restrict functions, capabilities, limitations and the level of access to the Platform in accordance with the Tariff selected by Party 2.

Carry out technical and preventive work for the purposes of security, operational stability, technical maintenance, updating, improvement and correction of errors in the Platform.

Where there is a real or well-founded risk of unauthorised access, technical attack, breach of security or another threat to the Platform, the data or users, restrict access in whole or in part for the period necessary to eliminate that risk.

Require from Party 2 information and documents necessary for compliance with the requirements of legislation.

Restrict, suspend or terminate use of the Platform that breaches the terms of this Offer, applicable legislation, the rights of third parties or well-founded security requirements of the Platform.

Change Tariffs, their cost and pricing conditions for future periods, in compliance with the procedure and notice periods provided for in this Offer.

Engage providers, contractors and authorised third parties for the operation of the Platform, including for hosting, infrastructure, payments, communications, analytics, technical support and other ancillary services, provided that applicable requirements on the protection of personal data, confidentiality and information security are observed in such engagement.

Party 1 is obliged to:

Provide access to the Platform and its services in the volume, functional scope and with the limitations provided for by the Tariff selected by Party 2.

Keep available to Party 2 the principal and current information on Tariffs, the cost of services, the principal functions, limitations and conditions of their use.

Take reasonable and proportionate technical and organisational measures to protect the Platform, the data processed and the related infrastructure from unauthorised access, loss, alteration or other unlawful interference.

Process personal data only where there is an appropriate legal basis, for defined purposes and within the requirements of applicable legislation and the relevant confidentiality documents of the Platform.

Where a billing error caused by Party 1 or by systems under its control is identified and confirmed, take the necessary measures within a reasonable period to verify and correct that error.

Ensure the protection of the intellectual property rights of Party 2 and of third parties within the requirements of applicable legislation and the terms of this Offer.

Party 2 is entitled to:

Use the functions, capabilities and services included in the Tariff it has selected, within the established limitations and conditions.

Receive current and accessible information on Tariffs, the cost of services, Commissions, limits and other conditions relating to the use of the Platform.

Contact Party 1 on matters relating to the use of the Platform, technical problems, billing and other matters.

Within the functions available on the Platform, add, remove and manage its Authorised users, determining their level of access and their powers.

Switch off automatic renewal of the subscription in the manner and within the periods provided for in this Offer.

Exercise its rights in respect of personal data, including the rights of access, rectification, restriction, withdrawal of consent and other rights provided for by applicable legislation.

In the cases provided for by applicable legislation and this Offer, require correction of billing, recalculation and/or refund of funds.

Terminate the contractual relations in the manner, on the conditions and in the cases provided for by applicable legislation and this Offer.

Where conditions change in a way that requires prior notice under this Offer, receive the relevant information in the established manner before such changes begin to apply.

Party 2 is obliged to:

Provide accurate, complete and, to the extent necessary, current information at registration, on conclusion of the agreement and when using the Platform.

Use the Platform only for lawful purposes and in accordance with the terms of this Offer.

Pay the cost of services, Tariffs and commissions within the established periods and in the established manner.

Ensure the confidentiality and security of the login details for the personal account and take the necessary measures for the proper management of the access of its Authorised users.

When using the Platform, not infringe intellectual property rights, the right to confidentiality, the right to the protection of personal data or other rights and legitimate interests of third parties.

Independently comply with the requirements of legislation applicable to its activity, including in the fields of entrepreneurial activity, the circulation of goods, taxation, advertising, consumer protection, personal data and other relevant fields.

Where registration details, requisites, contact details or other information material to the performance of the terms of this Offer change, update them within a reasonable period.

On discovering a suspicion of unauthorised access to the personal account, unlawful use or another possible security incident, notify Party 1 as promptly as possible by available means of communication.

PROCEDURE FOR THE RESOLUTION OF DISPUTES

All disputes and disagreements that may arise between the Parties under this Agreement are resolved through negotiation.

Compliance by the Parties with the pre-trial procedure for the resolution of disputes is mandatory.

Any claims against one another are considered within 10 working days from the day of receipt of the claim.

If disputed matters are not resolved in the course of negotiations, they are resolved in court in the manner established by the applicable legislation of the Republic of Tajikistan.

PROCEDURE FOR MAKING AMENDMENTS AND ADDITIONS TO THE AGREEMENT

Party 1 is entitled at any time, at its own discretion, to make amendments to the terms of this Agreement published on the website https://refresh.tj/agreement. In such a case Party 1 is obliged to notify Party 2 of such amendments no later than 7 (seven) days before they take effect, unless other periods are provided for particular amendments in the annexes to this Agreement.

Party 1 is entitled to correct technical and spelling errors in the text of this Agreement without notifying Party 2.

All previously concluded agreements lose force from the moment this Agreement takes effect.

This Offer takes effect from the moment of its publication on the website https://refresh.tj/agreement.

The Offer is deemed accepted by Party 2 if, after the moment of publication of amendments or additions on the platform, Party 2 continues to use the services of Party 1.

Party 1 notifies Party 2 of the amendments made by one of the following means:

• by placing a notice of such amendments in Party 2's personal account
• or by sending a letter concerning such amendments to Party 2's email address

Final provisions

This Agreement is concluded for an indefinite period and applies to the relations of the Parties from the moment provided for in Section 2 of this Agreement.

Party 2 is entitled to transfer its rights and obligations under this Agreement to a third party only with the written consent of Party 1.

Party 1 is entitled to transfer its rights and obligations to a third party without the consent of Party 2.

On all other matters not provided for by this Agreement, the Parties are guided by the applicable legislation of the Republic of Tajikistan.

All annexes to this Agreement form an integral part of it. The annexes have equal legal force with the main text of this Agreement, and without them the Agreement is not considered complete.

This Agreement is published in the Tajik, Russian and English languages. In the event of any discrepancy or difference in interpretation between the texts, the Tajik text prevails.

The current version of this offer is published at https://refresh.tj/agreement