Offer Agreement

on the provision of paid services (hereinafter - "Agreement")
City of St. Petersburg
Publication Date: 05.05.2025

Individual Entrepreneur Georgy Ilyich Kraichik (IE Kraichik G.I.) (hereinafter - "Company" or "Contractor"), established and operating under the legislation of the Russian Federation (OGRNIP: 319784700137132, INN: 784807427920), and a fully capable individual (including those who have reached the legal age of capacity) (hereinafter - "Customer"), interested in obtaining paid information services under a subscription agreement for personal use or on behalf of another person, including a minor whose legal representative is the Customer (hereinafter - "User"), under the terms specified in the Agreement.

This document (referred to herein as "Agreement"), permanently located on the Company's website: https://upshell.io/(hereinafter - "Site"), constitutes a public offer in accordance with Clause 2 of Article 437 of the Civil Code of the Russian Federation for concluding a subscription agreement on granting access rights to the Platform.

Proper acceptance of this offer in accordance with Article 438 of the Civil Code of the Russian Federation consists of the Customer performing the following actions collectively:

• Submitting contact collection forms when applying on the Site https://upshell.io/ or other locations on said Site containing such forms;
• Clicking the "Pay" button when submitting an application on the Site https://upshell.io/ or other locations on said Site containing such button;
• Submitting a request for access to the relevant Program for using materials or additional access through the Site;
• Payment of the Contractor's Tariff in accordance with the Agreement terms, or credit purchase through partner banking programs.

Terms and Definitions

Program - organized access to an automated information system available on the Internet, provided in a form determined by the Contractor.

Agreement - subscription agreement granting access rights to the Platform to the Customer (User), under which the Customer undertakes to make payments for Platform access rights, concluded between the Contractor and Customer under this Offer Agreement. Data Processing Agreement and Terms of Use are integral parts of the Agreement.

Content - all informational and software components of the Site including but not limited to: texts, comments, announcements, opinions, recommendations, forums, files, lists, messages, tags, blogs, ads, photo/video materials, design elements, illustrations, scripts, software (including games and applications), databases, songs, sounds, logos, trademarks, brand elements, and other content identifying the Contractor's presence. Access to Content is granted upon acceptance of Material Usage Rules at https://upshell.io/.

Course - specific information portion within the Platform consisting of interconnected lessons and materials (texts, photos, videos, intellectual property objects) united by a common theme and sequence.

Personal Account - personalized Site section accessible after registration/authorization. Used for storing personal data and managing Site functionalities.

Platform - "UPSHELL IDE" software provided as SaaS service accessible via https://upshell.io/. Use of Platform components does not constitute transfer of intellectual property rights.

Subscription Period - duration of Subscription activation.

Subscription - subscription-based services for accessing paid Site features.

Site - automated information system available at: https://upshell.io/.

Tariff - service costs for selected Programs/Courses published at https://upshell.io/.

Promo Code - alphanumeric combination granting special purchase conditions.

Bonus Points - virtual units redeemable for Contractor's goods/services after program completion. Not convertible to cash or transferable.

1. Subject of the Agreement

1.1 The Contractor undertakes to provide the Customer with access to On the Platform on the terms of subscription access (hereinafter referred to as the Services), and the Customer undertakes to pay the subscription fee in accordance with Tariffs based on the terms of the Agreement.

1.2 Cost, structure, content and duration of development (the duration of the review) is provided for by a specific The program and are determined when placing an order on the Website in in accordance with the applicable Tariffs.

1.3 The Contractor has the right to change Tariffs and other Tariffs at any time. the terms of this Agreement unilaterally without prior approval with the Customer, while ensuring publication of the amended terms on the Website.

1.4 This Agreement is considered concluded and enters into force for From the moment of the first payment made by the Customer to The Contractor within the framework of the execution of this Agreement.

1.5 The Customer is allowed to access the free Programs after registration on the Website, and to paid Programs only on condition of payment the subscription fee.

2. Rights and obligations of the Parties

2.1 The Customer undertakes to:

• 2.1.1 Independently and in a timely manner get acquainted with the cost and the terms of Service, with changes to these terms, as well as the current version of the Agreement after acceptance of the offer.
• 2.1.2 Pay the subscription fee in full and on time payment.
• 2.1.3 Inform the Contractor about changes in the provided software Transfer of information and documents within 3 (three) business days from the moment of implementation of such changes by sending a corresponding notification in your Personal Account.
• 2.1.4 Independently provide technical specifications, required to access the Platform. In particular, the Customer ensures: availability of the equipment necessary for access to The site/The platform, the security of devices used for access to the Website/The Platform, the Customer's basic knowledge and skills in using the Internet and the Website/Platforms, as well as, if necessary, access to the microphone and camera on the Customer's technical device.
• 2.1.5 Use the information provided by the Contractor The materials are solely for his own use review in accordance with the conditions defined in In the Contract, do not copy, transmit or use any electronic materials outside the terms of this agreement. The agreement.
• 2.1.6 Ensure the confidentiality of the login and password to the Personal Account the office on the Platform.
• 2.1.7 During the use of the Program, observe the moral and ethical behavior towards any person, including, but not limited to: do not post messages in public chats that are not related to the topic of Program development, do not allow disrespectful statements and insults to others Customers, employees of the Contractor, the Contractor, and third parties.
• 2.1.8 Perform other duties stipulated by the current legislation. the legislation of the Russian Federation, the Agreement and the Rules use of materials and services located at: https://upshell.io/en/terms

2.2 The Customer has the right to:

• 2.2.1 Receive information support on issues related to the procedure for the provision of Services and the operation of the Platform throughout the term of this Agreement.
• 2.2.2 Access to electronic materials related to the Program paid by the Customer, the Course posted on the Website/On the Platform, subject to the Customer's compliance with the provisions of this Agreement.
• 2.2.3 Inform the Contractor about the shortcomings identified during the provision of subscription services (period of use), by sending a corresponding notification in your Personal Account.
• 2.2.4 Exercise other rights stipulated by the current legislation. the legislation of the Russian Federation and the Agreement.

2.3 The Contractor undertakes:

• 2.3.1 Provide services in accordance with the Program chosen by the Customer under the terms of the Agreement.
• 2.3.2 Provide the Customer with access to the Platform and the relevant electronic information and other materials provided the Customer's compliance with the provisions of this Agreement.
• 2.3.3 Provide information support to the Customer on the following issues, related to the provision of Services and the operation of the Platform on throughout the entire term of this Agreement.
• 2.3.4 In case of detection of errors/flaws in the technological parts of the Platform or Site that were allowed by the Contractor, or through the fault of The Contractor, on its own and at its own expense, eliminate the detected errors/flaws in a reasonable time.
• 2.3.5 Perform other duties stipulated by the current legislation. the legislation of the Russian Federation and the Agreement.

2.4 The Contractor has the right:

• 2.4.1 Independently carry out the use process, choose methodological support in the Program.
• 2.4.2 At any time, without the consent of the Customer, make changes to Programs, electronic information and other materials, supplement, modify, update, modify, adapt The content. Continued use by the Customer within the framework of proposed by the Contractor and posted on the Website/The Platform Programs, electronic and other materials, after making changes to them changes means that the Customer agrees to such changes.
• 2.4.3 Change the cost of Services. Information about the current the cost of Services is available to the Customer on the Website https://upshell.io/ on the page of a specific Program. Changes in the cost of Services in in relation to the subscription access already paid for by the Customer The program is not being performed.
• 2.4.4 Request all necessary information from the Customer, documents for the proper fulfillment of obligations under this Agreement The agreement.
• 2.4.5 Suspend access to the Platform and/or suspend The Customer's refusal to use the Program in case of non-compliance The Customer of the provisions of this Agreement, in particular, in the case of failure by the Customer to provide all necessary information, or providing incomplete information necessary to provide services under the Contract in accordance with the legislation of the Russian Federation.
• 2.4.6 Suspend the operation of the Platform and/or the Website for carrying out necessary planned preventive and repair work works'.
• 2.4.7 Use reviews and opinions regarding services, provided by the Customer to the Contractor and/or left By the Customer on the Internet, in particular on social networks, performed by the Customer using electronic means communication, including through the use of photo and/or video tools records, including data provided by the Customer on the Internet for informational and advertising purposes, for quality control purposes and improving the quality of service provision, for statistical purposes.
• 2.4.8 Collect Customer opinions and feedback regarding services using electronic means of communication, including means of photo and/or video recording and data provided by the Customer for informational and advertising purposes, for control purposes quality and improvement of the quality of services provided, for statistical purposes, and the Customer agrees to such use. Approval it is provided indefinitely in accordance with the Policy regarding processing of personal data.
• 2.4.9 Exercise other rights stipulated by the current legislation. the legislation of the Russian Federation and this Agreement.

3. Cost of services and payment procedure

3.1 The cost of the Contractor's Services is determined in relation to relevant Programs in accordance with the Tariffs indicated on On the Contractor's website at: https://upshell.io/.

3.2 The Customer's obligations to pay for Services are considered fulfilled with the moment of receipt of funds by a one-time payment until the beginning of training in a non-cash manner to a bank account The performer.

3.3 In cases determined by the Contractor, the Services may be paid for: (1) partially with a discount that reduces the amount of the payment for The service; (2) by promo code for special purchase conditions Services; (3) Partially free bonus points.

3.4 Special conditions provided on the basis of a promo code, They are applied once and are not a security or commodity, are not subject to refund or exchange for cash.

3.5 The fact of payment for services by the Customer is confirmed electronically by a cash receipt sent to the Customer's email address and/or by sending a message to the phone numbers specified by the Customer when registering on the Website.

The Customer is obliged to pay for access to the Platform on the following terms the subscriber's agreement, regardless of whether he has made the appropriate use of the Platform. Subscription fee in in accordance with the terms of the Agreement, it is not subject to refund , except in cases expressly provided for in the Agreement.

3.6 Fiscal documents are sent electronically to the post office The Customer specified during registration on the Website in accordance with the legislation of the Russian Federation.

3.8 In case of payment by the Customer in the interests of User's rights and obligations related to the provision of The User acquires access to the Platform.

3.9 The cost of the Contractor's Services is not subject to VAT on the basis of Subclause 26 of clause 2 of Article 149 of the Tax Code of the Russian Federation.

4. Refund policy

4.1 This section regulates the relationship between the Contractor and By the Customer, related to the refund of the paid cost of Services in in case of early termination of the Contract.

4.2 Refund of funds in accordance with 782 of the Civil Code of the Russian Federation (cancellation of the Contract) is possible only until the parties have fully fulfilled their obligations. obligations under the Agreement.

4.3 By virtue of paragraph 2 of Article 429.4. of the Civil Code of the Russian Federation The Customer is obliged to make payments to the Russian Federation regardless of whether whether he has requested the appropriate performance from the Contractor.

4.4 In case of termination of this Agreement on the initiative of The Customer is obliged to notify the Contractor in writing by sending application for termination of the Contract and refund of funds to the Contractor's email address support@upshell.io и containing the following information:

• Email address

4.5 Refund of funds is carried out by wire transfer money transfers using the Customer's bank details, specified in the Application.

4.6 The refund amount is defined as the difference between the paid amount The tariff for a certain Program and the actual expenses incurred The Contractor's expenses necessary for the execution of the subscription the agreement.

4.7 The actual expenses incurred are calculated in total based on from the number of months during which the Program was in effect until termination of the Contract.

4.8 The deadline for the refund of funds by the Contractor is 30 (thirty) calendar days from the date of sending the request for a refund by the Customer.

4.9 After the expiration of the Program or in the case of absence of a written statement of refusal to receive services, the funds are not returned and are recognized by the Parties as payment for the cancellation of the contract (Article 310 of the Civil Code of the Russian Federation).

4.11 The Contractor does not refund the money paid for a subscription issued and paid for by the Customer.

4.12 A refund at the initiative of the Customer can only be issued by the details are identical in the payment documents.

5. Intellectual property

5.1 Providing the Customer with access to the Platform, as well as electronic and other materials, is carried out solely for the purpose of proper provision of services under this Agreement and is not provides for the transfer of any rights to the Website and/or Platform and/or their components to the Customer. Access is being terminated (limited) under the terms of this Agreement.

5.2 The Customer is obliged to refrain from any actions that violate the Performer's rights to intellectual property results In particular, do not copy, record, reproduce, or distribute any results. intellectual activity of the Performer without written consent Performer's permissions. The Customer undertakes to inform immediately To the Contractor about any facts of violation that have become known exclusive rights of the Performer.

5.3 The Customer undertakes not to provide his authentication information data for access to the Personal Account on the Platform to third parties. In case of loss, as well as in cases of illegal access to login and password by third parties, the Customer undertakes to immediately inform the Contractor about this by sending notifications at: support@upshell.io. Until the moment of sending the specified notification, all actions performed with using the Customer's Personal Account, they are considered perfect By the requester.

5.4 The Website, the Platform, and all their elements are provided in a state of "as is" and "as available". The customer does not have the right to demand payment any changes. The contractor does not guarantee availability The site/Platforms at any time. The contractor also does not guarantee, that the Website/Platform is completely free from defects and errors, and should function smoothly.

5.5 Use of the Website/The Platform is implemented by the Customer solely on your own responsibility and at your own risk. The contractor does not guarantee proper functioning the website/platform and is not responsible for the damage caused To the Customer as a result of using the Website/Platforms. Executor is not responsible for the risk of adverse events. consequences that will occur or may occur as a result of inconsistencies of the equipment used by the Customer, other software or communication channels installed requirements for the protection of personal data from unauthorized access (unlawful) encroachment by third parties.

6. Personal data

6.1 Upon conclusion of the Contract, the Customer has the right to provide To provide your personal data to the Contractor and consent to their processing. processing within the framework of the conditions specified in the Processing Agreement personal data located at: https://upshell.io/en/personal.

6.2 The Contractor processes the Customer's data based on consent received from the Customer and in accordance with the Agreement for the processing of personal data, located at: https://upshell.io/en/personal, which is an integral part of this Agreement.

6.3 The Contractor undertakes not to disclose the data provided by By the Customer in connection with the performance of the Contract (except for publicly available information), to third parties without prior notice the Customer's consent.

6.4 The Customer and the User give their full consent to receive e-mail messages from the Contractor, including the number of messages with advertising content. Customer and User has the right to withdraw consent at any time by sending a written statement by the Contractor's e-mail address specified by in section 10 of the Agreement. The Contractor has the right to use electronic email address, phone number and other information provided by the Customer when registering on the Website/On the Platform, to send to the Customer and To the user of information and advertising materials, including for informing the Customer about the Contractor's activities and progress execution of this Agreement.

6.5 The Customer undertakes not to disclose confidential information and other data provided by the Contractor during the execution Agreement (with the exception of publicly available information), to third parties without the prior written consent of the Contractor.

7. Responsibility

7.1 The Parties are responsible for non-compliance, or improper fulfillment of obligations under the Agreement in accordance with by the legislation of the Russian Federation and the terms of this Agreement The agreement.

7.2 The Contractor is not responsible for failure to provide and/or improper provision of services in case of violation of the terms of the Contract By the requester. In case of violation by the Customer of the terms of the Service Agreement due to be paid in full.

7.3 The Customer is responsible for the accuracy and relevance, completeness and compliance with applicable legislation information and documents provided to them under the Agreement, including the number of data provided during registration, as well as for no third-party claims regarding such information and/or documents. The Customer agrees that the actions, transactions made on the Website and Platform after the conclusion of the Contract, they are recognized by the actions of the Customer. The Contractor is not responsible for liability for damage caused as a result of unauthorized access to the Site/A platform using Customer's data.

7.4 The Contractor is not responsible for nonconformity provided Services to the expectations of the Customer and/or for his a subjective assessment, such a discrepancy between expectations and/or A negative subjective assessment is not a reason to consider Services rendered are not of high quality, or not in an agreed volume.

7.5 The Website, the Platform and its software tools, including Personal the cabinet is provided "As is". The Contractor is not responsible for responsibility for interruptions in the work of the Website/Platforms (including emergency, preventive measures), for insufficient quality or speed of data provision, for total or partial loss any data posted on the Website/The platform, or for causing any other damages that have arisen or may may occur to the Customer when using the Site/Platforms. The Contractor makes all reasonable efforts to prevent failures and Website problems/The platform, however, does not guarantee it uninterrupted operation, is not responsible for it and does not undertakes to notify the Customer about Website failures./Platforms. failures./Platforms.

7.6 The Contractor is not responsible for the impossibility of to use the service due to unsatisfactory quality communication channels, communication lines, equipment malfunctions The Customer, as well as if there are signs of unauthorized access to the Customer's Personal Account management — for the period of validity such circumstances.

7.7 The amount of the Contractor's liability in connection with non-fulfillment/improper fulfillment of the Contract may not exceed the cost of the last Program or cost paid by the Customer Subscriptions for 6 months.

7.8 The Parties are released from liability for partial or complete non-fulfillment of obligations under the Agreement, if this failure to comply is a consequence of force majeure circumstances. (force majeure), that is, extraordinary and unavoidable under the given circumstances. the conditions of the circumstances that arose after the conclusion of the Contract, which the Parties could neither have foreseen nor prevented by reasonable means actions. These circumstances include: flooding, earthquake, other natural disasters, man-made disasters, wars, military actions, acts of terrorism, decisions and actions government agencies and other circumstances, beyond the reasonable control of either Party. Fact the occurrence of force majeure circumstances and their duration must be confirmed by documents issued by by the relevant competent State authorities or competent organizations.

8. Term of validity, procedure for amendment and termination of the Agreement

8.1 The Agreement comes into force from the date of its acceptance by the Customer.

8.2 The Contractor has the right to unilaterally change the terms The Agreement, and such amendments shall enter into force at the time of publication. the new version of the Agreement is available on the Internet at https://upshell.io/en/offer.

8.3 Using the Platform or submitting new requests for the purchase of Services after the publication of the new version of the Agreement will be it means that the Customer agrees to the terms of the new version of the Agreement. If the Customer does not agree with the terms of the new version of the Agreement, he must stop using the Platform or produce the corresponding payments.

8.4 If the Customer does not agree with the terms of the version Contracts in force on the date of publication, the Customer undertakes not to make payments for services after the date of publication of the Contract version, as well as terminate the use of Services on the end date of the period training according to the relevant Program/ By subscription, or on the date the Customer's full use of the paid services, depending on which of the specified dates (events) will occur earlier. At the same time The agreement is terminated on the end date of the period. use/Subscriptions or on the date of full usage by the Customer paid services, depending on which of the specified dates (events) will occur earlier.

8.5 The terms of each subsequent (new) version of the Agreement apply access rights acquired under the terms of the Contract version the previous date of publication of the new version of the Agreement, from the date publication of such (new) version of the Agreement specified in the law in the upper corner of the Agreement, unless otherwise provided in the (new) version The agreement.

8.6 The Contract may be terminated:

• 8.6.1 by agreement of the Parties. Termination of the contract may be committed through the exchange of e-mails sent to to the email addresses of the Parties.
• 8.6.2 at the initiative of the Contractor in a unilateral extrajudicial in accordance with the established procedure by sending a corresponding notification to the Customer in your Personal Account in the following cases:
  • late payment for services;
  • inability to properly fulfill obligations under provision of services due to actions (inaction) The customer;
  • if the Customer provides false information and/or documents upon acceptance of the Offer or during the execution period By sending the relevant Agreement to the Customer. notifications in your Merchant Profile.
• 8.6.3 at the initiative of the Customer in accordance with clause 4.4. of this The agreement.
• 8.6.4 in other cases stipulated by the current legislation the legislation of the Russian Federation.

8.7 The Contractor has the right to assign rights, transfer debts (including including involving subagents and subcontractors) for all obligations arising from the Agreement. The customer hereby gives gives his consent to the assignment of rights and transfer of debt to any third parties. About the assignment of rights and/or transfer of debt The Contractor informs the Customer by posting the relevant information. information in your Personal Account.

8.8 Stipulated by the Agreement/The program contains information about the Rates and conditions of return, posted at https://upshell.io/, are an integral part of this Agreement..

9. Regulatory legislation. Dispute resolution procedure.

9.1 In everything else that is not directly regulated by this Agreement. According to the Agreement, the Parties are guided by the current legislation Of the Russian Federation.

9.2 All disputes or disagreements arising between the Parties on The agreement or in connection with it, are resolved through negotiations.

9.3 The injured Party has the right to send a claim to the Party. if within 10 (ten) days from the date of receipt of the claim If the aggrieved Party does not receive a response to the claim or the Parties do not come to an agreement, the aggrieved Party has the right submit the dispute to the court. If the Legislation If a shorter period is established in the Russian Federation, then the time limit is applied, established by the legislation. In case of non-compliance by either party All of the above conditions are subject to a mandatory claim procedure. it is not considered to be complied with.

9.4 Invalidity, nullity or unenforceability of one of the the terms of the Agreement do not invalidate the entire Agreement in the following cases: in general, all other provisions of the Agreement remain valid and are subject to to be executed in full.

10. Terms of the autopayment

10.1 The Customer accepts and agrees to conduct regular (recurring) payments in favor of the Contractor in the amount of and on the terms determined by the selected Tariff, for the period of validity this Agreement.

10.2 Payments will be debited without acceptance from the bank card The customer's details that were provided at the time subscription or registration of the service, with frequency, corresponding to the subscription period selected by the Customer:

• monthly (once a month);
• every three months (quarterly);
• once a year (annually);
• or any other period specified during the registration of the service.

10.3 The Customer undertakes to ensure the availability of sufficient funds funds on the bank card on the date when the payment was debited under the Agreement. Late replenishment of the balance may lead to suspension. or termination of access to the Platform until receipt facilities.

10.4 The Customer has the right to cancel the autopayment and terminate debit of regular payments by notifying the Contractor via a Personal Account office or by sending a corresponding application by e-mail The Performer's email address support@upshell.io at least 5 (five) business days before the date of the next debit.

10.5 Cancellation of the autopayment does not release the Customer from the obligation pay for the services provided before the cancellation.

10.6 This consent to regular payments is valid for the entire term of this Agreement and may be revoked By the Customer in the manner described in clause 10.4.

11. Contractor Details

• Individual Entrepreneur Georgy Ilyich Kraichik
• INN: 784807427920
• OGRNIP: 319784700137132
• Email: support@upshell.io
• Phone: +7 (911) 251-76-94
• Account No. 40802810600001046657 at AO "TBank", BIC 044525974, Corr. Acc. 30101810145250000974