PREAMBLE

The Administrator offers a wide range of Benefits+ Services to the Partner who has joined the Benefits+ Service and is subject to these rules, terms, and agreements applicable to the use of the Benefits+ Service ("BENEFITS+ SERVICE USE AGREEMENT", hereinafter "Agreement" and/or "Terms").

Administrator – KIVISMARTUA Limited Liability Company, which owns and manages the Benefits+ Service (EDRPOU code 43325558, location: Ukraine, 01014, Kyiv, Zvirynetska Street, building 63; phone: +38(044)-499-09-94, e-mail: [email protected]).

Use of the Benefits+ Service means the Partner's full agreement with this agreement and the terms specified therein. In case of disagreement with these terms, the Partner must refrain from using the Benefits+ Service.

Benefits+ Service – is the Administrator's Software, as well as related technical, informational and organizational solutions that ensure interaction between the Administrator and Partners within the framework of providing Services stipulated by this Agreement.

Service – the Administrator ensuring the Partner's ability to place access to their own product, its services/content, in the Administrator's Software, and/or the Partner's ability to integrate the Administrator's Software or part of it into their own product for the purpose of providing End Users with access to the products of other Partners placed within the Benefits+ Service.

Partner – a legal entity or individual entrepreneur with whom the Administrator has concluded a cooperation agreement or memorandum.

Partner's Product – depending on the cooperation model, it is considered:

An online service that contains content/services/works of the Partner, which is placed and/or provided to End Users through the Benefits+ Service within the foreseen functionality of the Administrator's Software. May include description, visual materials, activation rules, terms of use, restrictions, validity periods, etc.

Software, digital platform, mobile/web application owned by the Partner and into which the Benefits+ Service is integrated to provide End Users with access to the Benefits+ Service.

End User – any individual who has reached full legal capacity in accordance with the requirements of the legislation of their country of residence and the country in which the Benefits+ Service operates, and uses the Partner's product into which the Administrator's Software or part of it is integrated.

Content – any texts, images, audio and video files, promotional materials, commercial offers, advertising blocks provided by the Partner for placement in the Benefits+ Service or created jointly with the Administrator within the framework of cooperation.

SECTION 1. GENERAL PROVISIONS

1.1. This Agreement regulates the procedure for using the Benefits+ Service (website: b2b.benefitsplus.eu) by the Partner and the Administrator.

1.2. The Administrator provides Services to the Partner through the Benefits+ Service, within and on the terms defined by this Agreement, taking into account the functional purpose of the Benefits+ Service, described in the preamble of this Agreement.

1.3. The Partner's End Users have the opportunity to access the Benefits+ Service integrated into the Partner's product, while all terms of use, as well as the procedure for processing personal data of End Users, are determined by the relevant Agreement between such Partner and End Users, as well as the Partner's Privacy Policy. The Administrator is not a party to legal relations between Partners and End Users and is not responsible for the content, terms, or execution of such legal relations.

1.4. For interaction with the Benefits+ Service, a personal account is created for the Partner, through which the Partner can access the Benefits+ service.

1.5. Registration of the Partner and creation of an account for them in the Benefits+ Service is carried out exclusively by the Administrator at the initiative and request of the Partner.

1.6. After registration in the Benefits+ Service, the Partner gains access to the content of the Benefits+ Service described in the agreement concluded between the Administrator and the Partner. Such content includes the ability to view statistics, as well as information about Partner Products placed in the Benefits+ Service. The Partner may also use other functions provided by the technical functionality of the Partner's account in the Benefits+ Service.

1.7. In the absence of a separate valid cooperation agreement between the Parties regulating the composition, volume, or structure of information available to the Partner through the Benefits+ Service, the Administrator has the right to unilaterally change, limit, supplement, or delete individual elements of the functionality and informational content of the Partner's account, including the list of available statistical, analytical, integration, or other data, without mandatory prior notice to the Partner. These changes are not considered a violation of the terms of this Agreement.

1.8. Changes to the Partner's account, including information identifying the Partner, their contact details, account settings, changes to other account-related functionality, or deletion of the account are carried out exclusively by the Administrator at the Partner's request for such changes, or at the Administrator's own discretion.

1.9. Data compilation and Software are the property of the Administrator, and the content of Partner Products belongs to Partners and is protected by applicable intellectual property laws and international copyright laws.

1.10. Partner awareness regarding future processing of personal data is a guarantee of voluntary, competent decision-making on personal data processing. To make a decision regarding consent to personal data processing and the Privacy Policy, the Administrator of the Benefits+ Service suggests reviewing the link: Privacy Policy.

SECTION 2. INFORMATION REQUIREMENTS, DELIMITATION OF RESPONSIBILITY

2.1. Publication of information about the Partner's Product in the Benefits+ Service must be carried out in full compliance with the terms of this Agreement and meet the following requirements:

- The information must be accurate, up-to-date, and not mislead End Users regarding the product's characteristics, terms of receipt, validity periods, restrictions, and other material terms.

- The information must not violate the current legislation of Ukraine or international legal norms, including in the field of consumer rights protection, copyright, personal data protection, unfair competition, etc. The Partner guarantees that it has all necessary rights, permissions, and licenses for the use and publication of texts, images, logos, trademarks, links, descriptions, and any other content related to the product.

- The information must be placed in a format that meets the technical requirements of the Benefits+ Service, does not violate its structure, does not contain harmful elements or third-party elements not provided for by the functionality of the Benefits+ Service.

- The information must be grammatically correct, in Ukrainian (or other languages, if permitted by the Administrator), in a business or neutral style, without insults, discrimination, or manipulation.

- The Administrator reserves the right to reject, suspend, or delete information about the Partner's product if it does not meet the above requirements, without the need for prior agreement with the Partner.

- The Partner grants permission to the Administrator and the Administrator's Partners to use its trademark for goods and services, corporate identity, logo, description, and content of the Partner's Product.

2.2. The Administrator does not carry out mandatory verification of the information and description provided by the Partner and subsequently placed in the Benefits+ Service.

2.3. The Administrator is not responsible for errors, inconsistencies, omissions that were made during the placement of information by the Partner, as well as any material or intangible damages arising in connection therewith (including lost profits).

2.4. In the event that the placement of services or Content of Partners placed in the Benefits+ Service violates the rights (including intellectual property rights) of any third parties, the Partner who placed such services or Content undertakes to independently settle all disputes and claims with the right holders, without the involvement of the Administrator.

2.5. In the event that, as a result of the Partner placing any information about their Products in the Benefits+ Service, claims, disputes, penalties are applied, injunctions are issued, court decisions are made or other legal actions are initiated by End Users, third parties, regulatory authorities or other entities, the Partner undertakes to independently and in full resolve such issues without the involvement or interference of the Administrator, and also undertakes to fully compensate the Administrator for losses, expenses, including penalties, caused by the Partner's violation of the terms of this Agreement.

2.6. All information placed by Partners in the Benefits+ Service is considered the property of the Partners who placed it, until there are grounds to believe otherwise.

2.7. A Partner who integrates the Benefits+ Service into their Product has the right to use only the information that was provided by the Administrator within the Benefits+ Service. This information may be used exclusively for display in the Partner's interface, oriented to the End User, and may not be changed, distorted, supplemented, or distributed in any other way without separate written agreement with the Administrator.

3. QUALITY OF SERVICE REQUIREMENTS

3.1. All Partners placing their Products in the Benefits+ Service are obliged to provide access to such Products for End Users and conscientiously fulfill their obligations to End Users, in particular, Partners must take into account:

- Timely processing of the relevant request from the End User and/or their appeal.

- If possible, offer an alternative in case of inability to provide a specific service and/or access to specific Content.

- Timely inform the End User about the impossibility of providing the relevant service within the terms agreed by the parties, with mandatory indication of the reasons and clarification of the terms of fulfilling their obligations to the End User.

- Timely consider and provide a reasoned response to complaints received from End Users, claims, and suggestions related to providing access to the Product placed in the Benefits+ Service.

- Maintain up-to-date information about the description of services and access to Content.

3.2. Partners who integrate the Benefits+ Service into their own Product and provide End Users with access to the Benefits+ Service are obliged to:

- Provide End Users with complete and reliable information about the terms of access to Products, including possible restrictions, validity periods, etc.

- Conscientiously fulfill obligations to End Users in accordance with the terms of their own privacy policy and the agreement with the End User, and independently consider appeals, complaints, claims related to access to Products of other Partners through the Benefits+ Service.

- Maintain up-to-date information about the description of services and access to Content.

3.3. All Benefits+ Service Partners must interact with the Administrator, including but not limited to, on issues related to placing information (or updating it) about the Partner's Product and recommendations for improving the quality of service.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. Rights of Partners:

4.1.1. Access the functionality of the Benefits+ Service in accordance with the terms of this Agreement.

4.1.2. Use the Benefits+ Service within the functionality of the Software.

4.1.3. Receive technical support on issues of integrating the Partner's Service into the Benefits+ Service.

4.1.4. Receive consulting support regarding the functionality and capabilities of the Benefits+ Service.

4.2. Obligations of Partners:

4.2.1. Ensure stable technical availability of the Product within its functional purpose, maintain the Product in working order, and make necessary changes or updates in accordance with its own Product development plan, while maintaining backward compatibility to support integration with the Benefits+ Service in working order.

4.2.2. In case of integrating the Benefits+ Service into its Product, guarantee the correct display and presentation of information about other Partners' Products placed in the Benefits+ Service in its own interface without distortion, modification, or misrepresentation of the content provided by the Administrator.

4.2.3. Maintain the operability of relevant integration modules, timely update technical components in accordance with changes in the Benefits+ Service, which are brought to the Partner's attention by the Administrator.

4.2.4. Comply with the terms of this Agreement.

4.2.5. Refrain from any actions that may harm the functioning of the Benefits+ Service or violate the rights of third parties.

4.3. Rights of the Administrator:

4.3.1. Modify the functionality or change the content of the Benefits+ Service without prior notice to Partners.

4.3.2. Temporarily or completely restrict Partners' access to the Benefits+ Service in case of Partner's violation of the Agreement.

4.3.3. The Administrator has the right to delete any Content from the Service without prior notice (e.g., upon expiration of agreements concluded between Partners and the Administrator).

4.4. Obligations of the Administrator:

4.4.1. Ensure the functioning of the Benefits+ Service after integration with Partner Services, according to the terms of the Agreement.

4.4.2. Ensure an appropriate level of protection of Partners' personal data.

4.4.3. Publish up-to-date information about the terms of use of the Benefits+ Service and changes to this Agreement.

SECTION 5. PROHIBITION OF APPLICATION USE

5.1. Partners are prohibited from:

5.1.1. Reproducing, repeating, copying, selling, reselling, or using in any way and for any purpose the Benefits+ Service and/or any part thereof, except by prior agreement with the Administrator.

5.1.2. Committing or allowing the commission of criminal or destructive acts punishable by current legislation.

5.1.3. Interfering with the operation of the Benefits+ Service in any way, including creating, distributing, or using computer programs or other computer information intended for unauthorized destruction, blocking, modification, copying of computer information or neutralization of computer information protection means, as well as intended for violating, destroying, or limiting the performance of any computer or telecommunication equipment or programs, for unauthorized access, as well as serial numbers of commercial software products and programs for their generation, logins, passwords, and other means of obtaining unauthorized access to the Benefits+ Service as a whole, as well as publishing links to the above information.

5.2. When interacting with the Benefits+ Service, Partners undertake not to violate their information security and the security of the Administrator, namely, not to attempt to check the vulnerability of the Benefits+ Service's security systems, not to violate integration procedures, and not to try to create obstacles to the use of the Benefits+ Service by other Partners, including by spreading viruses, damaging data, constantly sending information for the purpose of intentionally disabling the Benefits+ Service, and other actions that go beyond its normal intended use and are capable of intentionally or negligently causing malfunctions in its operation.

5.3. Violation of the provisions of paragraphs 5.1-5.2 of this Agreement is a ground for the Administrator's unilateral refusal to allow the Partner to further use the Benefits+ Service.

SECTION 6. LIMITATION OF LIABILITY

6.1. The Administrator is not responsible for direct or indirect financial or other losses of Partners caused by temporary interruptions in the operation of the Benefits+ Service for the following reasons: scheduled or unscheduled technical and preventive works, technical failures of internet providers, servers and equipment, as well as illegal actions of third parties, intentional, unintentional (including negligent) actions of the Partners themselves and/or force majeure circumstances. At the same time, the Administrator undertakes to make every effort to restore the functionality of the Benefits+ Service as soon as possible.

6.2. Under no circumstances shall the Administrator be liable for the violation of third-party Intellectual Property if such violation was caused by the creation, uploading, placement, copying, or modification of information, materials, or images in the Benefits+ Service, carried out by Partners and/or their End Users.

6.3. In case of any claims, lawsuits, or any other demands brought against the Administrator and/or a third party related to providing End User access to the Partner's Product, the Partner is obliged to independently and at their own expense settle the above-mentioned claims/lawsuits/demands and fully compensate the Administrator for all incurred expenses and damages.

6.4. The Administrator has the right to limit or terminate the Partner's access to the Benefits+ Service in case of violation of the terms of this Agreement or applicable law. The Administrator is not responsible for any damages that may be caused to the Partner and/or End Users by such actions.

6.5. Under no circumstances shall the Administrator be liable for violation of the requirements of legislation regulating the processing of personal data if such violation occurred as a result of intentional or unintentional actions and/or inaction of the Partner themselves and/or their End Users.

SECTION 7. WARRANTY

7.1. The Benefits+ Service, including its additional functions, is used "as is." The Administrator does not assume and hereby disclaims any express, implied, or statutory warranties, including, but not limited to, warranties of condition, uninterrupted use, data accuracy, achievement of certain results, merchantability, satisfactory quality, fitness for a particular purpose, non-infringement of third-party rights, and warranties (if any) arising from ordinary course of dealing, usage of trade, or course of performance.

7.2. The Administrator does not guarantee the absence of failures when the Partner uses the Benefits+ Service if such failures occur for reasons beyond the Administrator's control.

SECTION 8. FINAL PROVISIONS

8.1. The Administrator reserves the right to immediately, without prior notice to the Partner, limit/block/terminate this Agreement unilaterally in case of the Partner's violation of its terms.

8.2. If one or more provisions of this Agreement are found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.

8.3. The terms of this Agreement are governed by and construed in accordance with the laws of the country where the party specified at the beginning of this Agreement is located. These Terms do not limit consumer protection rights that exist under the laws of the End User's country of residence.