Public offer

This is a translation provided for convenience. The legally binding redaction is the Russian one, published at ezgusavdo.uz/ru/legal/offer. In case of any discrepancy, the Russian text prevails.

on entering into a licence agreement for the use of the «EzguSavdo» software

This document is an official proposal (public offer) of EZGUPRO LLC («EzguPro» масъулияти чекланган жамияти), hereinafter the «Licensor», addressed to legal entities and individual entrepreneurs, hereinafter the «Licensee», to enter into a licence agreement for the use of the «EzguSavdo» software on the terms set out below.

Under article 369 of the Civil Code of the Republic of Uzbekistan, unconditional acceptance of this Offer is the registration of the Licensee in the Personal Cabinet on the Licensor’s website, or the payment of an invoice issued on the basis of this Offer. From the moment of acceptance the agreement is deemed concluded on the terms of this Offer. By accepting the Offer, the person confirms that they are authorised to enter into the agreement on behalf of the relevant legal entity or individual entrepreneur.

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1. Terms and definitions

The «EzguSavdo» Platform — software developed in-house by the Licensor: a software complex built on large language models, delivered as SaaS and intended for sales automation, handling of enquiries and conducting dialogs with the Licensee’s customers.

Channel — a means of exchanging messages with end customers supported by the Platform (messengers, social networks, web interfaces, voice and other interfaces), implemented through third-party application programming interfaces or by the Licensor’s own means. The composition of Channels available under each Tariff Plan is published at ezgusavdo.uz/en/pricing and may change in accordance with section 3 of this Offer.

Personal Cabinet — the closed section of the Platform provided to the Licensee after registration, for managing the AI seller’s settings, the product catalog, viewing statistics and making payments.

Dialog — the unit of billing: a session of communication between the AI seller and one end customer within one calendar month, regardless of the number of messages in it and regardless of the Channel in which it is conducted.

Tariff Plan — the set of functional and quantitative limits on the use of the Platform, published at ezgusavdo.uz/en/pricing.

Billing month — a calendar month or another paid period of use of the Platform.

End customer — a natural person entering into a dialog with the Licensee’s AI seller.

Personal data, operator, processor — as defined in the Law of the Republic of Uzbekistan «On personal data» No. ZRU-547 of 02.07.2019.

2. Subject matter

2.1. The Licensor grants the Licensee the right to use the Platform under a simple (non-exclusive) licence within the scope of the selected Tariff Plan.

2.2. The method of use is remote access to the Platform over the Internet. No copy of the program is delivered, no source code is provided, and no rights of modification or distribution are granted. The territory of use is the Republic of Uzbekistan. The term of the licence equals the term of the agreement.

2.3. The grant of the right of use is accompanied by technical support and maintenance of the Platform by the Licensor, including commissioning activities: intake of the catalog, configuration of AI seller scenarios, connection of Channels, and training of the Licensee’s personnel. The cost of this work is included in the fee and does not constitute a separate service.

2.4. The Platform is provided «as is». The Licensor does not warrant that the Platform will match the Licensee’s subjective expectations and does not warrant the achievement of any particular commercial results.

3. Channels and platform availability

3.1. The composition of Channels is not a material term of the agreement. The Licensor is entitled to change the list of Channels supported by the Platform — to introduce new ones, change the operating conditions of existing ones, discontinue support for individual Channels — having notified the Licensee in the Personal Cabinet. The current composition of Channels for each Tariff Plan is published at ezgusavdo.uz/en/pricing. New Channels introduced by the Licensor are made available to the Licensee within its Tariff Plan at no additional charge and without amending the agreement.

3.2. Channels are implemented through application programming interfaces provided by the owners of the respective services. The Licensor does not own these services and does not control their operation.

3.3. The Licensor is not liable for the restriction, suspension or termination of an individual Channel for reasons beyond its reasonable control, including as a result of: changes to the terms, technical policies, restrictions or pricing of the owner of the respective service; revocation, suspension or change of the terms of access to application programming interfaces; acts of public authorities, including restriction or termination of access to the respective service in the territory of the Republic of Uzbekistan; cessation of the activity of the service owner; actions of the Licensee itself or of end customers resulting in the blocking of the Licensee’s account in the respective service.

3.4. The occurrence of the circumstances in clause 3.3 does not constitute a defect of the Platform, does not entail recalculation, reduction or refund of the fee, and is not grounds for applying measures of liability to the Licensor.

3.5. Individual Channels may be subject to restrictions imposed by the owners of the respective services, including a limit on the period within which the Licensee’s operator may send a reply to an end customer, restrictions on the type and content of messages, and requirements as to the status of the Licensee’s account. Such restrictions are outside the Licensor’s control and do not constitute a defect of the Platform. The applicable restrictions are communicated to the Licensee upon connection.

3.6. If a Channel ceases to operate, the Licensor shall use reasonable efforts to provide the Licensee with a functionally comparable Channel within the same Tariff Plan at no additional charge.

3.7. If for 30 consecutive calendar days no Channel within the Licensee’s Tariff Plan is available to the Licensee, the Licensee is entitled to terminate the agreement with a refund of the fee for the unused paid period.

3.8. The Licensor is entitled to develop the Platform, to add and change functions, and to change the composition of the large language model providers used, provided that the basic functionality of the selected Tariff Plan is preserved. The Licensor notifies the Licensee in the Personal Cabinet of material changes to functionality.

3.9. Scheduled maintenance. The Licensor is entitled to temporarily suspend access to the Platform for scheduled maintenance, subject to the following conditions:

3.9.1. The Licensor notifies the Licensee in the Personal Cabinet no later than 24 (twenty-four) hours before the work begins.

3.9.2. The work is carried out in a period starting no earlier than 03:00 Tashkent time and may not last more than 3 (three) hours.

3.9.3. If the actual duration of the scheduled work exceeds the period set out in clause 3.9.2, the paid billing period is extended by the duration of such excess at no additional charge to the Licensee.

3.9.4. Scheduled work carried out in accordance with this clause is not considered a breach of the Licensor’s obligations.

3.10. This section does not apply to unavailability of the Platform caused by failures of third-party services — Channel owners, large language model providers, payment and hosting providers — or by force majeure. The consequences of such unavailability are governed by clauses 3.3, 3.4, 3.6, 3.7 and section 11 of this Offer.

4. Fees and settlement

4.1. The amount of the Licensor’s fee is determined by the Tariff Plan published at ezgusavdo.uz/en/pricing. The redaction in force is the one published on the date the invoice is issued. The currency of settlement is the soum of the Republic of Uzbekistan.

4.2. The fee is stated exclusive of value added tax. The Licensor is not a payer of value added tax as at the date of publication of this redaction of the Offer. Should the Licensor become liable to pay value added tax, the amount of the fee shall increase by the amount of that tax from the date such liability arises; the Licensor shall notify the Licensee in the Personal Cabinet no later than 10 calendar days in advance.

4.3. The basic unit of billing is the Dialog, not an individual message and not an individual Channel. A Dialog is counted once, regardless of the Channel in which it is conducted.

4.4. Payment is made on the basis of 100% prepayment for the billing month, through integrated payment systems or by bank transfer to the Licensor’s settlement account specified in section 12.

4.5. The Licensee’s payment obligation is deemed performed as of the date the funds are credited to the Licensor’s settlement account.

4.6. If payment is not received within the established period, the Licensor is entitled to suspend access to the Platform after 5 business days from the date set for payment, having notified the Licensee. No late payment interest or other penalties are provided for by this Offer. Access is restored within 1 business day of receipt of payment. The period of suspension does not extend the paid period.

4.7. Dialogs and other limits not used during the paid billing month do not carry over to the next period and are not refundable.

4.8. For legal entities and individual entrepreneurs, invoices, VAT invoices and acceptance acts are issued electronically through an electronic document management system. The Licensor’s operator is Didox.uz. If the Licensee is connected to a different operator, documents are exchanged through inter-operator interaction. The act is generated no later than the 5th day of the month following the billing month; if within 5 business days the Licensee has not signed the act and has not submitted a written substantiated objection, the services are deemed accepted in full.

4.9. A trial period is provided on the terms published on the pricing page and does not create any Platform availability obligations for the Licensor.

5. Dialog limit overuse

5.1. When the Dialog limit included in the Tariff Plan is exhausted, one of the following options applies, at the Licensee’s choice as recorded in the Personal Cabinet or in a bilateral agreement:

5.1.1. Suspension — the AI seller’s operation is suspended until the start of the next billing month. This option applies by default if the Licensee has not made a different choice.

5.1.2. Payment for overuse — each Dialog above the included limit is charged at the overuse rate published at ezgusavdo.uz/en/pricing and in force on the first day of the relevant billing month. The rate is stated exclusive of value added tax. The overuse amount is included in the invoice for the following billing month and is paid together with it.

5.2. The Licensor notifies the Licensee in the Personal Cabinet when 80% of the included Dialog limit is reached, and also when the overuse amount reaches the amount of the monthly fee — with a proposal to move to a higher Tariff Plan.

5.3. Non-payment of an invoice that includes an overuse amount entails the consequences provided for in clause 4.6.

6. Changes to the fee

6.1. The Licensor is entitled to change the amount of the fee and the overuse rate unilaterally, having notified the Licensee in the Personal Cabinet and by email no later than 3 months before the date the new amount takes effect. Such a change is made no more than once every 6 months.

6.2. The new amount of the fee does not apply to billing periods paid before the date it takes effect.

6.3. If the Licensee disagrees, it is entitled to withdraw from the agreement by notifying the Licensor no later than 10 business days before the date the new amount takes effect. In that case the agreement terminates as of that date without measures of liability being applied to the Licensee. Continued use of the Platform after that date means the Licensee agrees to the new amount of the fee.

6.4. If the official UZS/USD exchange rate of the Central Bank of the Republic of Uzbekistan changes by more than 10% relative to the rate in force on the date of acceptance of the Offer or on the date of the last adjustment under this clause, the Licensor is entitled to adjust the amount of the fee and the overuse rate by no more than 25% of the percentage change in the rate, having notified the Licensee no later than 30 calendar days in advance. An adjustment under this clause is not a change to the amount of the fee within the meaning of clause 6.1, is not taken into account when determining its frequency, and does not give rise to a right to withdraw from the agreement under clause 6.3; the rule of clause 6.2 applies to it.

7. Rights and obligations of the parties

7.1. The Licensee is entitled to use the Platform to sell its own goods and services, to upload a catalog, to set commercial constraints on the AI seller’s operation (minimum prices, maximum discounts) and to receive technical support within the scope of the Tariff Plan.

7.2. The Licensee shall: pay for the selected Tariff Plan on time; not use the Platform to sell goods withdrawn from circulation or prohibited by the legislation of the Republic of Uzbekistan; not decompile or modify the Platform and not circumvent its technical restrictions; ensure the accuracy and lawfulness of the information placed in the catalog, including prices, product characteristics and rights to the images and trademarks used.

7.3. The Licensee is solely responsible for having and maintaining the accounts, subscriptions and statuses in the services through which the Channels it connects are implemented, as well as for compliance with the rules of those services. Loss by the Licensee of access to such an account is not grounds for recalculation of the fee.

7.4. The Licensee shall provide the Licensor with the data and access required for commissioning the Platform. Deadlines announced by the Licensor are suspended for the period during which such data or access is not provided.

7.5. The Licensor is entitled to block the Licensee’s access in the event of a breach by the Licensee of the legislation of the Republic of Uzbekistan or of the terms of this Offer, and also upon exhaustion of the paid Dialog limit in accordance with section 5.

8. Specifics of artificial intelligence. Limitation of liability

8.1. Pricing in the Platform is implemented by a deterministic algorithm: during normal operation of the Platform the AI seller does not make offers below the minimum price threshold set by the Licensee and does not exceed the maximum discount it has configured. The financial parameters of a transaction are determined exclusively by the Licensee’s settings.

8.2. The AI seller’s replies are generated by large language models. Notwithstanding the built-in control mechanisms, the Licensor is not liable for semantic inaccuracies and stylistic features of replies that do not affect the financial terms of a transaction.

8.3. The Licensor is not liable for lost profit, indirect losses or reputational harm of the Licensee.

8.4. The Licensor’s aggregate liability under the agreement is limited to the amount of payments actually received by it from the Licensee for the 3 months preceding the event giving rise to liability.

8.5. The Licensor is not liable for unavailability of the Platform caused by failures of third-party services (Channel owners, large language model providers, payment and hosting providers) or by the Licensee’s own actions.

9. Intellectual property

9.1. Exclusive rights to the «EzguSavdo» Platform, its architecture, source code, design and algorithms belong to the Licensor. This agreement does not transfer exclusive rights to the Licensee.

9.2. Information uploaded by the Licensee to the catalog remains its property. The Licensee grants the Licensor the right to use this data exclusively for the purposes of operating the Platform and generating the AI seller’s replies.

9.3. The Licensor is entitled to use anonymised dialog data to improve the quality of the Platform without disclosing the Licensee’s trade secrets.

10. Personal data

10.1. In respect of the personal data of end customers, the Licensee acts as the operator determining the purposes and scope of processing, and the Licensor acts as the person carrying out the processing of personal data on the operator’s instructions. The Licensor processes personal data solely to the extent necessary for the operation of the Platform and ensures data isolation at the level of the store identifier.

10.2. The Licensee instructs, and the Licensor is entitled to engage, third parties in the processing of personal data — providers of computing infrastructure and providers of large language models, including those located outside the Republic of Uzbekistan. The current list of such persons, stating the purpose of processing and the jurisdiction, is published in the Personal Data Processing Policy at ezgusavdo.uz/en/legal/privacy. The Licensor notifies of changes to the list in the Personal Cabinet no later than 15 calendar days in advance; if the Licensee disagrees, it is entitled to terminate the agreement before the changes take effect without measures of liability being applied to it.

10.3. The Parties confirm that the operation of the Platform involves cross-border transfer of personal data to the persons named in the Personal Data Processing Policy. The legal basis for such transfer is part three of article 27-1 of the Law of the Republic of Uzbekistan «On personal data» No. ZRU-547 of 02.07.2019 as amended by Law No. ZRU-1125 of 26.03.2026, which retained mandatory localisation in the territory of the Republic of Uzbekistan only for biometric and genetic personal data and the personal data of users of telecommunications services.

10.4. The Licensor minimises the volume of personal data transferred to the said persons and does not transfer data that is not required to generate the AI seller’s reply. The owners of the services through which the Channels are implemented are not sub-processors of the Licensor; the processing of data in those services is governed by their own terms.

10.5. The Licensee is prohibited from placing in the Platform and transferring to the Licensor biometric and genetic personal data, as well as the personal data of users of telecommunications services that is subject to mandatory localisation. Breach of this clause is a material breach of the terms of the agreement.

10.6. The Licensee warrants that, as the operator, it has obtained from end customers all consents necessary for the processing of their personal data, including for cross-border transfer and processing using large language models, and bears responsibility for the lawfulness of the grounds for processing.

10.7. The Licensor notifies the Licensee of any incident that becomes known to it affecting personal data processed on the Licensee’s instructions, within 72 hours of detection.

10.8. Upon termination of the agreement the Licensor deletes the personal data processed on the Licensee’s instructions within 30 calendar days, except for data whose retention is mandatory under the legislation. Upon the Licensee’s written request submitted before the expiry of that period, the data is exported in a machine-readable format.

10.9. Each Party undertakes not to disclose the other Party’s confidential information to third parties, except in the cases provided for by legislation. This obligation remains in force for 3 years from the date of termination of the agreement.

11. Term, amendment, termination, assignment and dispute resolution

11.1. The agreement enters into force upon acceptance of the Offer and remains in force indefinitely until terminated by one of the Parties.

11.2. The Licensee is entitled to stop using the Platform at any time. Payment for the unused period is not refunded, except in the cases expressly provided for by legislation, by the Licensor’s Refund Policy, and by clause 3.7 of this Offer.

11.3. The Licensor is entitled to amend the terms of this Offer unilaterally. The new redaction is published on the website; the Licensor notifies of material changes in the Personal Cabinet and by email to the Licensee no later than 10 calendar days before the changes take effect. Changes do not apply to a paid billing period. If the Licensee disagrees, it is entitled to terminate the agreement before the new redaction takes effect; continued use of the Platform after that date means agreement with the new redaction. Changes to the amount of the fee are made in accordance with section 6.

11.4. If a separate bilateral agreement has been concluded between the Licensor and the Licensee, the terms of that agreement and its annexes prevail over the terms of this Offer in the part they govern. Unilateral amendment of the Offer does not change the terms of such an agreement.

11.5. The Licensor is entitled to transfer (assign) its rights and obligations under the agreement to an affiliate or a successor, including as a result of a reorganisation by way of spinning off the «EzguSavdo» product into a separate legal entity, having notified the Licensee in the Personal Cabinet and by email no later than 15 calendar days in advance. Such a transfer does not entail a deterioration of the Licensee’s service terms. The Licensee may not transfer its rights and obligations to third parties without the Licensor’s prior written consent.

11.6. The Parties are released from liability for failure to perform obligations caused by force majeure: natural disasters, military action, acts of public authorities, accidents and failures of communication and power supply networks, as well as failures or cessation of operation of third-party services outside a Party’s reasonable control. The Party affected by force majeure shall notify the other Party within a reasonable time. If force majeure lasts more than 60 calendar days, either Party is entitled to terminate the agreement without measures of liability being applied.

11.7. The substantive law of the Republic of Uzbekistan applies to the relations of the Parties. Compliance with the pre-action claim procedure is mandatory; the period for considering a claim and sending a reply is 15 days from the date of its receipt (articles 17–19 of the Law of the Republic of Uzbekistan «On the contractual and legal framework of the activity of economic entities»). If agreement is not reached, the dispute is referred to the economic court at the Licensor’s location.

11.8. Legally significant communications are sent through the Personal Cabinet and to the Parties’ email addresses and are deemed received on the day they are sent. A finding that an individual provision of the Offer is invalid does not render the remaining provisions invalid. The redaction of the Offer in force is permanently available on the Licensor’s website.

12. Licensor’s details

Full name	EZGUPRO Limited Liability Company / «EzguPro» масъулияти чекланган жамияти
Taxpayer ID (INN)	313189635
Date of state registration	20 July 2026
Activity code (OKED)	62.01 — computer software development
Registered address	100121, Republic of Uzbekistan, Tashkent, Yakkasaray district, MFY Meros, Bogiboston street, 186/188
Settlement account	20208000707505464001
Bank	JSC «Alokabank», RCKU «IT Park»
Bank code (MFO)	00401
SWIFT	JSCLUZ22
Service classification code (IKPU)	10305008002000000, unit of measure — service
IT Park Uzbekistan resident	Certificate No. 6612 of 31 July 2026
Director	Nail Albertovich Gizatullin, acting under the Articles of Association
Phone	+998 93 933 90 90
Email	i@ezgupro.uz, support — i@ezgusavdo.uz
EDM operator	Didox.uz
Websites	ezgusavdo.uz, ezgupro.uz