Dear User! Before starting the installation, copying, or any other use of the software, please carefully read the terms of this Agreement, which is a contract of accession in the form of a Public Offer provided for by the current legislation of the Republic of Kazakhstan (Article 389 of the Civil Code of the Republic of Kazakhstan).

If you do not agree with the terms of this Agreement, you cannot use the software. The installation, launch, or any other commencement of the use of the software signifies your full agreement with all the terms of this Agreement and its proper conclusion in the manner provided for by Article 966 of the Civil Code of the Republic of Kazakhstan. This Agreement is a legally binding agreement; if you do not agree to accept its terms, you do not have the right to install the software and must delete all its components from all your devices and portals of Bitrix24, amoCRM, Yclients, and other CRM systems.

SUBLICENSE AGREEMENT-OFFER FOR THE USE OF THE "CHATAPP" SOFTWARE

This Sublicense Agreement (hereinafter referred to as the "Agreement") constitutes a public offer by the Limited Liability Partnership "ChatApp" (BIN 220440025906), acting through its Director, Vladimir Alexandrovich Kirdyashev, based on the Charter and the License Agreement with the Copyright Holder — Vladimir Alexandrovich Kirdyashev (Taxpayer Identification Number: 800312050167), to any legal entity or individual entrepreneur who fully familiarized themselves with this Agreement and its Appendices prior to acceptance (hereinafter referred to as the "User of the 'ChatApp' Software" or simply the "Software").

This Agreement cannot be concluded with individuals (consumers) for personal (household) purposes.

The date specified in the preamble of this Agreement is the date of publication and effectiveness of this version of the Agreement but does not constitute the date of its acceptance by a specific User.

1. Terms and Definitions

1.1. Software: A program created by the Copyright Holder and owned by them, protected by copyright, and classified as an intellectual property in the field of information technology. This includes the "ChatApp" software as a whole and its components, integration modules, and other functionalities provided under the Tariffs, enabling the User to access additional features of the Software. The Software is registered in the State Register of Copyright-Protected Objects of the Republic of Kazakhstan (Certificate No. 40355, dated November 10, 2023). The Sublicensor grants a non-exclusive right to use the Software within the territory defined in clause 2.7 of this Agreement. Descriptions of the components, integration modules, and their functional characteristics are contained in the User Documentation, Knowledge Base, Tariffs, and other sections published on the website: https://chatapp24.kz/en/.

1.2. Demo Version of the Software — a version of the "ChatApp" software that is subject to a usage time limitation and is intended exclusively for the User's independent acquaintance with the software's functionalities under the terms of this Agreement. The Demo Version is not intended for sale or any other transfer to third parties.

1.3. Personal Account of the Software — a graphical interface utilized by the User to interact with the functionalities of the Software. It constitutes a personal section of a secure information system associated with the Software, access to which is granted solely through the use of Authorization Data. The Personal Account is designed for the interaction between the Parties, the exchange of legally significant information, as well as payment, reporting, and other documents in connection with the performance of this Agreement. It also serves as the location for the publication of Service Messages.

1.4. Authorization Data — unique identification data consisting of a login and password for the Personal Account, as well as any other data that may be used to gain access to the Personal Account. Such data is confidential and must not be disclosed to third parties, except for authorized representatives of the User.

1.5. Copyright Holder and Developer of the Software — individual Kirdyashev Vladimir Alexandrovich (Taxpayer Identification Number: 800312050167).

1.6. License Fee — the fee paid by the User to the Sublicensor for the right to use the Software, in accordance with the Tariff selected by the User.

1.7. Third-Party Communication Services — external services and/or software for instant messaging that interact with the Software, owned and operated by third parties, such as WhatsApp Business API (WhatsApp, Whatsap), Telegram, Viber, Facebook, and other similar platforms.

1.8. External CRM Systems — external customer relationship management (CRM) systems that interact with the Software, owned and operated by third parties or Users. Examples include Commo, Bitrix24, Altegio, and other similar platforms that provide services for managing customer data, sales processes, and communications.

1.9. Tariffs — an integral part of the License Agreement, a document that reflects the Sublicensor's pricing policy and contains information about all available tariff plans, bundled tariffs, and the Software's functional capabilities included in the tariffs, as well as the amount of the License Fee for each tariff. The current version of this document is published on the website at https://chatapp24.kz/en/price/.

1.10. Bundled Tariffs — tariffs that include payment for Software components enabling the routing of outgoing messages (payment for traffic or message packages based on their quantity) through Third-Party Communication Services, such as WhatsApp Business API and similar platforms.

1.11. User or Licensee or Sublicensee or Client — a legal entity or individual entrepreneur granted rights to use the Software under this Agreement, who possesses an account created during registration in the Software, enabling their identification.

1.12. End User — an individual duly authorized by the User (a legal entity or individual entrepreneur) to perform legally significant actions on behalf of the User (legal entity or individual entrepreneur), including entering into this Agreement, and directly utilizing the Software and Informational Materials exclusively in the interests and on behalf of the respective User (legal entity or individual entrepreneur).

1.13. User Content — any information, which may include Personal Data that is posted and/or uploaded by the Operator during the use of the Software's functionalities.

1.14. Informational Messages — electronic messages transmitted by the User to their counterparties (including but not limited to: clients, partners, suppliers, buyers) on their behalf (outgoing messages) and received from them (incoming messages) through the Software's functionality. The User initiates the sending of Informational Messages and determines their content.

1.15. Message Recipients — counterparties of the User or their representatives, being individuals to whom the User sends Informational Messages through the Software.

1.16. Technical Support — activities carried out by the Sublicensor within the scope and limits established by the Sublicensor to ensure the functionality of the Software, including informational and consulting support for Users regarding the use of the Software.

1.17. Personal Data Subject — an individual whose Personal Data is processed by the Sublicensor using the Software.

1.18. Operator of a Database Containing Personal Data (hereinafter referred to as the "Operator") — a state authority, individual, and/or legal entity that, in accordance with the laws of the Republic of Kazakhstan, exercises ownership, use, and disposal rights over a database containing personal data, as well as the collection, processing, and protection of personal data.

1.19. Service Center, Partner-Integrator — a subdivision of the Sublicensor or an organization/individual entrepreneur authorized by the Sublicensor under a partnership agreement to represent the Sublicensor's interests in interactions with the User.

1.20. Processor — an entity that processes Personal Data on behalf of the Sublicensor.

1.21. Processing of Personal Data — any action (operation) or set of actions (operations) performed with or without the use of automation tools on Personal Data, including collection, recording, systematization, accumulation, storage, clarification (updating, modification), retrieval, use, transfer (distribution, provision, access), anonymization, blocking, deletion, and destruction of Personal Data. The specific actions that the Processor is authorized to perform with Personal Data are detailed in Clause 2.9. of this Agreement and the Rules for using the Software integrations with each Third-Party Communication Service.

1.22. Spam — any form of improper advertising as defined under Article 7 of the Law of the Republic of Kazakhstan "On Advertising." Distribution of advertisements is permitted only with prior consent for sending advertising messages in accordance with the Rules for using the Software integrations with Third-Party Communication Services and/or External CRM systems, as well as with the prior consent of the recipient to receive such advertisements. Advertising is deemed to have been distributed without prior consent if the advertiser cannot prove that such consent was obtained. The advertiser must immediately cease distributing advertisements to any individual who submits a relevant request.

1.23. Informational Resources:

• Official website: https://chatapp24.kz/en/.
• Personal Account: https://chatapp24.kz/en/.
• User Telegram Channel: https://t.me/app24_online.

1.24. Notifications — official information published on the Sublicensor's Informational Resources, including but not limited to the Personal Account at https://chatapp24.kz/redirect/businesses/v2/business-page/2635251064?tabId=documents, in the form of Service Messages, notifications, announcements, news, and other communications addressing specific aspects of the Parties' interaction.

1.25. Official Documents — documents published in the Personal Account at https://chatapp24.kz/en/doc/ in the form of Rules for using the Software integrations with Third-Party Communication Services and/or External CRM systems, Regulations, and other documents defining specific aspects of the Parties' interaction.

1.26. User Documentation — instructions for using the Software's functionality and technical documentation published on the official website at https://help.chatapp24.kz/en/.

1.27. Digital Signature (DS) — an electronic digital signature as defined by the Law of the Republic of Kazakhstan "On Electronic Documents and Electronic Digital Signatures."

1.28. EDI (Electronic Document Interchange) — a system for electronic document exchange over telecommunications networks in accordance with the rules established by the Law of the Republic of Kazakhstan "On Electronic Documents and Electronic Digital Signatures."

1.29. Software Interface or API — an Application Programming Interface (API) that allows integration of the Software with any CRM system of the User.

1.30. APPId and Access Tokens — identifiers that allow access to the Software's functionality via API methods.

1.31. License Agreement — this Agreement, which is derived from the License Agreement for granting a non-exclusive right to use a computer program between LLP "ChatApp" and the Copyright Holder. LLP "ChatApp" may be referred to as either the Licensor or the Sublicensor in relation to the User.

1.32. Closing Documents — Certificates of Completion and Invoices.

1.33. Additional Terms — Terms not defined in this section of the Agreement may also be used in the Agreement. In such cases, the interpretation of the term is carried out in accordance with the text of the Agreement, the legislation of the Republic of Kazakhstan (hereinafter referred to as the "Legislation"), clarifications provided on the Software's pages, including https://help.chatapp24.kz/en/, as well as definitions established in business practices and available on the Internet.

2. Subject of the Agreement

2.1. In accordance with the terms and conditions set forth in this Agreement, the Sublicensor grants the User the right to use the Software (a simple non-exclusive license), in compliance with the provisions of this Agreement and the User Documentation published on the official website. The User undertakes to accept and pay for the granted rights in the manner established by this Agreement.

2.2. All provisions of this Agreement apply both to the Software as a whole and to its components, integration, and other modules. The Software is licensed as a single computer program product; its components, within the scope of a single License, cannot be separated and used simultaneously on different CRM portals such as Commo, Bitrix24, Altegio, or other External CRM systems, or without integration with CRM systems.

2.3. The Sublicensor warrants that it possesses the necessary rights from the Licensor to enter into this Agreement and to transfer the Software to third parties, including the User, based on the license agreement concluded with the Licensor.

2.4. This Agreement shall be deemed concluded upon the User's acceptance of the Software. For the purposes of this Agreement, acceptance shall mean the payment of remuneration under the Sublicense Agreement, the commencement of Software use, or the signing of a Statement of Accession to the Agreement, whichever occurs first.

2.5. The acceptance of Official Documents, including but not limited to the Rules for the Use of Software Integrations with Third-Party Communication Services and/or External CRMs, published as offers in the Personal Account under the Official Documents section, shall be deemed to occur upon the User's actions to utilize the specified Software integrations with such Third-Party Communication Services and/or External CRMs, or upon the payment of remuneration under the Sublicense Agreement for the specified Software components, whichever occurs first.

2.6. This Agreement shall remain in effect for the entire term specified in the tariff selected by the User, provided the User fulfills the terms of this Agreement. The Agreement shall automatically renew for a new term under the conditions of the tariff selected by the User.

2.7. The Sublicensor grants the User the right to use the Software within the territory of any countries, except for the Russian Federation, under the terms and conditions provided by applicable law and this Agreement.

2.8. If necessary, the Sublicensor may render other services to the User for a fee, including but not limited to services for the adaptation or modification of the Software, as well as perform works specified in the Sublicensor's Tariffs.

2.9. The conclusion of this Agreement is regarded by the Parties as an instruction from the Operator of Personal Data (the User under this Agreement) to a third party (the Sublicensor) based on the Consents obtained from the Personal Data Subjects, in accordance with the provisions of the Law of the Republic of Kazakhstan "On Personal Data and Their Protection." In this regard, the User instructs the Sublicensor to perform the following actions (operations) with personal data, carried out using automated means or without such means: collection via the User's completion of web forms within the Software, recording, systematization, accumulation, storage on the Sublicensor's server, updating (modification, amendment) after changes made by the User, retrieval, usage, transfer (provision, access) to contractors, partners, and other counterparties, anonymization, blocking, deletion, and destruction of personal data — solely for the purpose of fulfilling the obligations stipulated in this Agreement. The User authorizes the Sublicensor to process the full range of potential personal data (including but not limited to full name, job title, contact details) that the User may input into the Software, including, but not limited to, within the User's Content.

2.10. The Personal Data Processing Policy is published on the website at https://chatapp24.kz/en/doc/privacy-policy/.

2.11. The Software is not intended for personal (household) use by individuals (consumers); therefore, the provisions of the Law of the Republic of Kazakhstan "On Consumer Rights Protection" do not apply to the relationships governed by this Agreement.

2.12. The Sublicensor has the right to retain an archival copy of the Personal Data provided by the User. The Sublicensor stores Personal Data and other information on servers located within the territory of the Republic of Kazakhstan.

2.13. This Agreement applies to the relations between the Parties that have arisen since April 14, 2022.

3. Copyrights

3.1. The Software is the result of intellectual activity as a computer program and is an object of copyright, which is governed and protected by the legislation of the Republic of Kazakhstan on copyright and related rights, as well as by international legal norms.

3.2. The Software contains trade secrets and other confidential information belonging to the Sublicensor. Any use of the Software in violation of the terms of this Agreement shall be deemed a violation of the Sublicensor's rights and constitutes sufficient grounds for revoking the rights granted to the User under this Agreement.

3.3. The Sublicensor warrants that it holds all rights to use the Software, including its documentation, necessary to grant the User the rights to use the Software under this Agreement.

3.4. In the event of a copyright infringement, liability shall be imposed in accordance with the applicable legislation of the Republic of Kazakhstan.

3.5. The Software is provided to the User "as it is" and the Sublicensor does not guarantee or assume responsibility that the functionality of the Software will fully meet the User's representations, expectations, or needs.

4. Rights and Obligations of the Parties. Terms of Software Use and Restrictions. Guarantees of the Parties

4.1. Obligations of the Sublicensor:

4.1.1. Registration of the User's account on the Software server.

4.1.2. Ensuring the Software performs the functions specified in the user documentation and the selected tariff.

4.1.3. Timely updates of the Software, its components, and integration modules on the Software server.

4.1.4. Ensuring the continuous availability of the Software, except during scheduled maintenance, primarily during nighttime hours, with prior notification to the User regarding such maintenance by posting information in the Software's personal account and on the Sublicensor's informational resources.

4.1.5. Ensuring the confidentiality of personal data provided by the User to the Sublicensor for the entire duration of its storage on the Software server.

4.1.6. Promptly notifying the User in the event of the discovery of unlawful or accidental disclosure (provision, dissemination, access) of personal data, resulting in a breach of the rights of the data subjects.

4.2. Rights of the Sublicensor:

4.2.1. The Sublicensor has the right to modify or release a new version of the Software at any time and for any reason, including to meet the needs of Users or competitive requirements, as well as to comply with applicable law. The Sublicensor reserves the right to add new features and functionalities to the Software or to remove existing features and functionalities.

4.2.2. The Sublicensor has the right to enter into agreements with third parties granting the right to use the Software, including under terms similar to those of this Agreement.

4.2.3. In the event of a violation of the terms of the Agreement by the User, the Sublicensor has the right to terminate the Agreement prematurely and immediately block access to the server without prior notice to the User.

4.2.4. In the event of a violation of the payment terms of this Agreement by the User, the Sublicensor has the right to immediately block access to the Software without prior notice to the User until the User has fully settled the outstanding debt.

4.2.5. The Sublicensor has the right to unilaterally amend the Agreement by publishing such amendments on the official website at https://chatapp24.kz/en/doc/sublicense-agreement/.

4.2.6. The Sublicensor has the right to unilaterally amend the User Documentation by publishing such amendments on the website at https://help.chatapp24.kz/en/.

4.2.7. The Sublicensor has the right to unilaterally amend the Official Documents, including the Rules for the Use of Software Integrations with Third-Party Communication Services and/or External CRMs, by publishing such amendments in the Official Documents section of the Personal Account at the following address: https://chatapp24.kz/en/doc/.

4.3. Obligations of the User:

4.3.1. Independently connecting to the Internet and ensuring a stable Internet connection on the devices used to operate the Software.

4.3.2. Timely payment for the granted rights to use the Software and for the services/work provided by the Sublicensor in accordance with the terms and deadlines stipulated by the Agreement.

4.3.3. Compliance with the requirements of the User Documentation and Official Documents when using the Software, including the Rules for the Use of Software Integrations with each of the Third-Party Communication Services and/or External CRMs connected by the User.

4.3.4. Independently equipping the workplace in accordance with the requirements outlined in the User Documentation.

4.3.5. Refraining from attempting to copy, modify, decompile, or disassemble the Software.

4.3.6. Refraining from attempting to access third-party information stored within the Software.

4.3.7. Timely provision of accurate information and documents to the Sublicensor as necessary for the Sublicensor to fulfill its obligations under this Agreement.

4.3.8. Immediately contacting the Sublicensor's technical support in the event of technical issues preventing the normal use of the Software.

4.3.9. Timely acceptance and signing of Closing Documents under this Agreement in the electronic document management (EDM) system using an electronic digital signature (EDS).

4.3.10. Timely updating of Software integration modules installed on the User's devices.

4.3.11. Obtaining consent from personal data subjects for the processing of their personal data, including authorizing such processing by the Sublicensor as a third party.

4.3.12. Obtaining properly executed consent from each of its counterparties, partners, clients, and/or potential clients, as well as other communication participants, who become recipients of messages sent by the User through the Software, and ensuring the ability to confirm to the Sublicensor the fact of obtaining such consent.

4.3.13. In the event that the recipient of messages fails to confirm or revokes their consent to receive informational messages from the User under this Agreement, the User is obligated to cease sending such messages through the Software to these recipients, including upon receiving information about the absence or revocation of consent from the Sublicensor. In the event of a violation of this clause, the Sublicensor reserves the right to terminate this Agreement as of the date such violation is detected, without any compensation for the User's losses.

4.3.14. The User is independently responsible for monitoring any changes made to this Agreement by the Sublicensor on the Internet at the following address: https://chatapp24.kz/en/doc/sublicense-agreement/. If the User disagrees with the amendments to the Agreement, they must cease using the Software and notify the Sublicensor in writing. Continued use of the Software after changes or additions to the Agreement constitutes acceptance and agreement by the User to such changes and/or additions.

4.3.15. The User is independently responsible for monitoring notifications published by the Sublicensor in the Information Channels: https://chatapp24.kz/redirect/businesses/v2/business-page/2635251064?tabId=documents, changes to Official Documents: https://chatapp24.kz/en/doc/, updates to the User Documentation: https://help.chatapp24.kz/en/, and for strictly adhering to the requirements, recommendations, and instructions contained therein when using the Software. If the User disagrees with any changes to the Official Documents or User Documentation, they must cease using the Software and notify the Sublicensor in writing. Continued use of the Software after changes or additions to the Official Documents or User Documentation constitutes acceptance and agreement by the User to such changes and/or additions.

4.3.16. In the event of the loss of a password, the User must immediately notify the Sublicensor via email. In such cases, the Sublicensor reserves the right to suspend the non-exclusive right and restrict access to the Software to ensure information security and data protection. The User assumes all risks associated with unauthorized access and/or use of the Software.

4.3.17. The User is obligated to send informational messages to recipients that comply with the applicable laws of the Republic of Kazakhstan and/or the laws of the country where the respective recipients are located, as well as existing ethical norms and principles. Informational messages must not contain content that insults human dignity, promotes violence, racial or national hatred, etc., and must comply with the Rules for the Use of Software Integrations with each of the Third-Party Communication Services connected by the User.

4.3.18. The User shall ensure that informational messages sent to recipients include an age classification mark, in accordance with the category required by the Law of the Republic of Kazakhstan "On the Protection of Children from Information Harmful to Their Health and Development," if the subject of the communication is informational content classified as requiring an age category mark. In the event of failure to comply with or improper compliance with this requirement, resulting in the Sublicensor and/or a third party being held administratively liable and subjected to administrative penalties by a competent authority, the User shall fully compensate the Sublicensor and/or the third party for all incurred losses, including reimbursement for fines paid, legal expenses, and other related costs.

4.3.19. The User shall send informational messages to recipients only concerning their interactions with the User regarding orders of goods/services from the User. Sending informational messages containing advertising without obtaining explicit consent from recipients for receiving such advertising messages is prohibited.

4.3.20. The User shall provide the necessary licenses, certificates, or notarized copies thereof, or copies signed by an authorized representative and stamped (if applicable) of the User, in cases where the subject of the communication is subject to mandatory certification or licensing.

4.3.21. The User is solely responsible for the completeness and accuracy of the information provided to recipients. If incomplete and/or inaccurate information is provided to a recipient, resulting in material damage or moral harm, the User shall fully compensate the recipient for actual direct losses.

4.4. User Rights:

4.4.1. The User has the right to use the Software for personal needs, according to its functional designation, within the territory specified in Clause 2.7. of this Agreement, in the following ways:

• Reproducing the graphical interface of the Software on a personal computer or mobile device screen;
• Integrating the Software with the User's CRM system using the Software's integration components or API;
• Independently adapting Software components for the automation of their business processes without modifying the Software itself.

4.4.2. The User shall acquire usage rights to the Software through:

• The Sublicensor granting access to the web version of the Software. Access is deemed granted upon the registration of the User's account on the Software server, allowing the User to log in and utilize the Software's functionalities within the selected tariff plan and Agreement terms. Access to the server is provided on a continuous basis, except during maintenance conducted primarily at night.
• The Sublicensor providing the User with the ability to download integration module components, with current versions available on the official website at: https://chatapp24.kz/en/developers/chatapp-developer/. The User may download these components at any time for installation and use under the acquired license. The Sublicensor shall update these components in a timely manner and provide access to new versions.
• The Sublicensor enabling the User to create APPIds and obtain Access Tokens for integration upon purchasing an API license. APPIds and Access Tokens are issued after payment confirmation and activation of the API license, enabling the User to initiate integration and utilize all API features per the Agreement and technical documentation.

4.4.3. Submit proposals to the Sublicensor regarding changes to the Software's functionality.

4.4.4. Choose tariffs, integration modules, and Software components for integration with Third-Party Communication Services and/or External CRM systems.

4.4.5. Select a method for exchanging primary accounting documents, either through the Personal Account per Clause 5.14. or via EDI in accordance with Clauses 5.15.–5.16. of this Agreement.

4.4.6. Receive technical support for the Software as specified in the Agreement.

4.4.7. Request the deletion of personal data uploaded to the Software if this Agreement is terminated.

4.4.8. The User shall have the right to terminate this Agreement at any time by fully uninstalling the Software. The User's unilateral withdrawal from this Agreement shall not result in the blocking of the User's access to the Software, nor shall it serve as grounds for a refund of the license fee or for its exchange, offset, modification of the acquired Tariff, or transfer between Tariffs due to the discontinuation of use of the Software.

4.4.9. The user has the right to purchase new channels in the already paid line before its expiration.

4.4.10. Five (5) calendar days before the expiration of the line, the User has the right to refuse further use of one or more channels, with the simultaneous addition of new ones. In this case, the User agrees with the early termination of the channels, and undertakes not to impose requirements for the return or recalculation of the unused channel validity period.

4.5. Prohibited User Actions:

4.5.1. Engaging in reverse engineering, decompiling, disassembling, or attempting to extract the source code or underlying algorithms of the Software in any manner; modifying the Software; or removing copyright information from the Software.

4.5.2. Investigating or testing the operation of the Software to uncover the ideas or principles underlying any of its components.

4.5.3. Using the Software in any manner other than as explicitly permitted by this Agreement.

4.5.4. Any use of the Software that violates applicable laws or the terms of this Agreement.

4.6. The User Warrants:

4.6.1. That the actions aimed at registering in the Personal Account were performed by a representative of the User with proper authority. All actions carried out through the Personal Account shall be deemed to have been performed by the User. From the moment the Personal Account is registered, actions of the parties performed using the Personal Account are recognized by the parties as legally binding.

4.6.2. That the login credentials for the Personal Account will not be shared with unauthorized persons. The security and confidentiality of data for entering the Personal Account (email, phone number, link to enter the Personal Account, login and password) meet the requirements of reliability and security.

4.6.3. That all rights of personal data subjects, as provided under applicable legislation on personal data protection, are observed during the processing of personal data.

4.6.4. That consent has been obtained from personal data subjects for the processing of their personal data, including delegating such processing to the Sublicensee as a third party.

4.6.5. That confidentiality is maintained, and the security of processed personal data is ensured.

4.6.6. That the processing of personal data is carried out exclusively within the territory of the Republic of Kazakhstan.

4.6.7. That necessary organizational and technical measures have been implemented to protect personal data from unauthorized or accidental access, destruction, alteration, blocking, copying, distribution, as well as other unlawful actions concerning personal data.

4.6.8. That consent has been obtained from each of its counterparties, partners, clients, potential clients, and other communication participants who become recipients of Informational Messages sent by the User through the Software.

4.6.9. That in cases where recipients of the User's messages or competent government authorities address written or verbal complaints, claims, or lawsuits to the Sublicensee and/or its Service Center, Integrator, Processor, or Contractor (hereinafter referred to as "Third Parties"), the User agrees to participate in the resolution of such issues, including legal proceedings, on the side of the Sublicensee and/or the Third Party, in compliance with the law. Furthermore, the User agrees to fully indemnify the Sublicensee and/or Third Party for any losses incurred in resolving such claims, complaints, or lawsuits, including legal and other expenses, if such losses result from the User's failure to perform or improper performance of its obligations.

4.7. Interaction Procedure for Personal Data Processing: To ensure the rights of personal data subjects, as stipulated by the Law of the Republic of Kazakhstan "On Personal Data and Its Protection," and in cases where the Sublicensee cannot independently undertake actions related to personal data processing, the parties agree to the following interaction procedure:

4.7.1. The User (Personal Data Processing Operator) shall, within seven (7) business days from receiving a request containing the withdrawal of a subject's consent to process their personal data, delete such personal data from the Software and notify the Sublicensee of the deletion. Alternatively, the User may provide the personal data subject with a reasoned refusal to comply with such a request.

4.7.2. Upon the request of the Sublicensee, the User (Personal Data Processing Operator) shall, within five (5) business days of receiving such a request, provide evidence of compliance with the rights of the personal data subject and documentation confirming the proper fulfillment of other obligations under applicable personal data processing legislation.

4.8. The Sublicensee Warrants:

4.8.1. That necessary organizational and technical measures have been implemented to protect personal data from unauthorized or accidental access, destruction, alteration, blocking, copying, distribution, as well as other unlawful actions concerning personal data.

4.8.2. That confidentiality is maintained, and the security of processed personal data is ensured.

4.8.3. That the processing of personal data is carried out exclusively within the territory of the Republic of Kazakhstan.

4.9. Mutual Use of Identifying Marks: The parties may use each other's names, trademarks, logos, and other identifying marks, as well as information about the existence of this Agreement, including through publication on their respective websites, in press releases, marketing materials, corporate publications (e.g., brochures, case studies), and references to each other in interviews and presentations.

5. Liability of the Parties and Miscellaneous Provisions

5.1. The Parties shall be held liable for breaches of this Agreement in accordance with the legislation of the Republic of Kazakhstan (RK) and the terms of this Agreement.

5.2. The Sublicensor shall not be liable to the Sublicensee for any damage, loss of profit, information, or savings arising from the use or inability to use the Software, even if the Sublicensee has been previously informed of the possibility of such damage, or for any claims by third parties.

5.3. The Sublicensor shall not be held liable for the Sublicensee's failure to comply with the technical requirements for the workstation, the User Documentation published at https://help.chatapp24.kz/en/, and the Rules for Using Software Integrations with any Third-Party Communication Services or External CRM connected by the Sublicensee, as published in the Official Documents section of the User Account. The Sublicensor is also not liable for the Sublicensee's lack of Internet connectivity, the Software's operation on a malfunctioning device or a device infected with a computer virus, or the Sublicensee's use of unauthorized third-party software.

5.4. The Sublicensor does not monitor or moderate Information Messages sent by the Sublicensee through the Software and is not responsible for their content or accuracy. The Rules for Using Software Integrations with Third-Party Communication Services may require moderation of Information Messages by Third-Party Communication Services, for which the Sublicensee bears full responsibility for their content and accuracy.

5.5. The Sublicensor shall not be held responsible for the absence of consent from Recipients to receive Information Messages sent through the Software by the Sublicensee.

5.6. The Sublicensor is not liable for the Sublicensee's inability to use the Software for reasons beyond the Sublicensor's control, including, but not limited to, the malfunction, blocking, or other restrictions on Third-Party Communication Services, External CRM, their providers, products, and applications facilitating message delivery to Recipients, as well as telecommunications operators, data centers, or specialized data storage facilities.

5.7. The total liability of the Sublicensor, including any damages (if the Sublicensee is entitled to compensation), shall not exceed the value of the rights granted by the Sublicensor to the Sublicensee under this Agreement during the one-year period preceding the occurrence of the damages.

5.8. The Parties shall be released from liability for failure to perform or improper performance of their obligations under this Agreement if such failure is caused by force majeure circumstances as defined by applicable legislation, provided they present evidence that these circumstances prevented the fulfillment of their obligations under this Agreement. Such evidence shall include documents issued by competent authorities of the Republic of Kazakhstan. Upon the cessation of force majeure circumstances, the Agreement shall resume its usual effect.

5.9. Any disputes or disagreements arising in connection with the performance and/or interpretation of this Agreement shall be resolved by the Parties through negotiations.

5.10. If the Parties are unable to resolve disputes through negotiations, the dispute shall be resolved through judicial proceedings in accordance with the legislation of the Republic of Kazakhstan (RK) and jurisdictional rules, with mandatory compliance with the pre-litigation dispute resolution procedure. The response period for a claim shall be 30 (thirty) business days from the date of its receipt in writing.

5.11. By accepting the terms of this Agreement, the Sublicensee consents to receiving additional information and informational mailings to the email address and phone number provided during registration or otherwise shared with the Sublicensor in the course of this Agreement.

5.12. By accepting the terms of this Agreement, the Sublicensee confirms having the legal grounds to process the information owned by them using the Software.

5.13. The Parties are obliged to inform each other within 15 (fifteen) calendar days of any changes to their details specified in this Agreement, as well as any decisions regarding their liquidation, reorganization as a legal entity, or changes to the registration details of an individual. Failure to fulfill this obligation by one Party shall exempt the other Party from liability for any consequences arising from such failure.

5.14. The Parties agree on the possibility of using a facsimile signature of the Sublicensor's authorized representative for signing documents necessary for the conclusion and performance of this Agreement as an equivalent to a handwritten signature. Such documents shall have the same legal force as those signed by the Sublicensor's authorized representative in person, pursuant to Part 2, Clause 2, Article 152 of the Civil Code of the Republic of Kazakhstan.

5.15. If the Sublicensee selects Electronic Document Workflow (EDO) as the method of document exchange, electronic documents (both formalized and non-formalized) exchanged by the Parties under this Agreement must be signed with an electronic signature (ES). This requires each Party to obtain electronic signature verification certificates from an accredited certification authority and to perform the necessary actions to configure access and implement EDO.

5.16. Each Party shall bear responsibility for ensuring the confidentiality of their use of electronic signatures and authorization data.

6. Limited Warranty

6.1. The Sublicensor grants the Sublicensee the right to receive Technical Support, which includes consultations regarding the functionality of the Software, installation specifics, and operation on standard configurations of supported (popular) operating systems, email systems, and other systems during the term of this Agreement and in accordance with the applicable legislation, without additional remuneration.

6.2. All Software updates are considered an integral part of the Software and must be used exclusively with the Software as a single program for electronic computing machines (ECMs), unless otherwise specified in a separate agreement governing the use of such updates.

6.3. If errors are detected in the Software during its use, the Sublicensor undertakes to correct them as quickly as possible and release a new, corrected version of the Software. The Parties acknowledge that it is not possible to determine an exact timeline for error correction since the Software interacts closely with third-party software, operating systems, and the hardware resources of the Sublicensee's computer, and the resolution of issues is not entirely dependent on the Sublicensor.

6.4. In the event of non-compliance with the terms and requirements of this Agreement, the Sublicensee automatically loses the right to use the Software.

6.5. The Software offers extensive functionality, which allows for complex individual customization to meet the specific business needs of the Sublicensee. This includes configurations for the Sublicensee's external CRM system and Third-Party Communication Services interacting with the Software. Such customizations go beyond the scope of standard technical support. For in-depth adaptation of the Software to the Sublicensee's business processes, including business process configuration and integration with external CRMs, the Sublicensee may engage the services of certified integration partners of the Sublicensor. These partners provide extended support and customization of the Software tailored to the Sublicensee's individual requirements. A list of certified integration partners of the Sublicensor is available at https://chatapp24.kz/en/doc/partners-cases/.

7. Representation of Facts

7.1. Each Party represents and warrants to the other Party that, as of the date of execution of this Agreement:

7.1.1. It is a duly registered legal entity or individual entrepreneur, registered for tax purposes, fulfilling its tax obligations, and lawfully conducting its activities in accordance with applicable legislation;

7.1.2. It is physically located at the registered address;

7.1.3. It has not been subject to administrative liability in the form of administrative suspension of its activities;

7.1.4. It possesses the necessary authority, financial, material, and human resources, as well as other conditions required for the execution of this Agreement and the performance of its obligations hereunder;

7.1.5. All powers necessary for the execution of this Agreement and/or for taking actions in connection herewith have been duly obtained, including obtaining all required consents, permits, and approvals in accordance with applicable legislation.

7.2. The Parties confirm that:

7.2.1. This Agreement is entered into voluntarily, and the Parties are not under any misconception regarding the legal nature of the transaction and/or the legal consequences arising or potentially arising from the execution of this Agreement;

7.2.2. This Agreement does not violate any intellectual property rights or other proprietary rights of any third party;

7.2.3. This Agreement is executed in compliance with applicable legislation and does not constitute a transaction in which there is any conflict of interest;

7.2.4. The performance of this Agreement does not result in the violation or non-performance of any other contracts, agreements, court orders, or other prohibitions or rulings.

7.3. The User confirms that all information and documents provided for the execution of this Agreement are accurate.

7.4. The User warrants that, when entering into contracts with individuals or entities with whom interaction is intended to be carried out using the Software, it has exercised due diligence, verified the legal capacity of such individuals or entities, and the authority of their representatives. Breach of this warranty may result in the Sublicensor's immediate unilateral termination of this Agreement and the blocking of the User's access to the Software.

7.5. The User undertakes, upon the Sublicensor's request in fulfillment of legal requirements (inquiries) of government authorities (including tax authorities as defined by the Tax Code of the Republic of Kazakhstan), to provide properly certified copies of the requested documents relating to the performance of this Agreement and supporting the warranties and representations set forth in this section, within 5 (five) business days from receipt of the relevant request from the Sublicensor and within the statutory deadlines upon request by a government authority.

7.6. The Parties undertake to ensure that all documents related to the documentation process of this Agreement (including, but not limited to: letters, applications, reports, acts, invoices, and receipts) are signed by authorized individuals within 5 (five) business days from receipt of the Sublicensor's relevant request.

8. Validity, Amendment, and Termination of the Agreement

8.1. This Agreement is executed and shall be interpreted in accordance with the laws of the Republic of Kazakhstan.

8.2. In the event of a breach of the terms of this Agreement by the User, the Sublicensor shall have the right to unilaterally terminate this Agreement prematurely, pursuant to Clause 4.2.3. of this Agreement.

8.3. The User has the right to terminate this Agreement in the manner specified in Clause 4.4.8. of this Agreement.

8.4. In the event of a breach by the User regarding payment terms, the Sublicensor shall act in accordance with Clause 4.2.4. of this Agreement.

8.5. If any provisions of this Agreement are found to be invalid by a court, the remainder of the Agreement shall remain in full force and effect.

8.6. This Agreement also applies to all updates (new versions) of the Software provided to the User during the term of this Agreement.

9. Financial Terms. Acceptance and Delivery Procedure

9.1. The User shall pay the Sublicensor a license fee for the right to use the Software and the cost of services/work in accordance with the Tariffs selected by the User, in the amount specified in the issued invoice.

9.2. The User shall pay the invoice within ten (10) business days from the date of its issuance by the Sublicensor, provided that the invoice remains valid in accordance with Clause 9.8. of this Agreement, by transferring 100% of the amount specified in the invoice to the Sublicensor's bank account. Payment shall be accepted only if the Tariffs specified in the invoice remain in effect as of the payment date.

9.3. The invoice in electronic form shall be placed in the User's personal account and may be sent to the User's email, or, upon the User's request, through the EDO system.

9.4. All payments under this Agreement for Users registered in Kazakhstan shall be made in Kazakhstani tenge. For Users registered in other countries, payments shall be made in the currency selected by the User from the list of available currencies in their personal account in the Software.

9.5. In the event of an extension of the non-exclusive right to use the Software or its individual components under this Agreement, the purchase of additional services or changes to the tariff, as well as the need for the provision of additional services or work to the User, the Parties shall agree on additional financial terms by issuing and paying invoices. Invoices shall be issued by the Sublicensor at the Tariffs in effect at the time of the invoice issuance.

9.6. In the event of non-payment for the extension of the non-exclusive right to use the Software or its individual components, the Sublicensor shall unilaterally block access to the unpaid component of the Software. Access to the paid components of the Software shall be restored and services resumed under this Agreement once the extension payment is made.

9.7. Payment of the invoices issued by the Sublicensor during the term of this Agreement and upon renewal thereof constitutes the User's consent to accept additional rights and services/work, as well as to extend the term of this Agreement. Invoices may be issued and paid under this Agreement an unlimited number of times.

9.8. The Sublicensor reserves the right to unilaterally change the Tariffs at any time during the term of this Agreement. Such changes shall not result in a recalculation (increase) of the cost of any Tariff already paid by the User. However, the financial terms for any subsequent use of the Software shall be agreed based on the Tariffs in effect at the time of issuance of a new invoice. All unpaid invoices issued prior to the effective date of the new Tariffs shall be deemed void as of the effective date of such new Tariffs, without any additional notice to the User.

9.9. The fulfillment of obligations under this Agreement shall be confirmed by the Licensor by sending a notice granting the User access to the ChatApp Software in the User's Personal Account and/or to the email address provided during registration.

9.10. The license fee paid by the User is non-refundable.

9.11. Funds credited to the User's balance but not allocated for payment of a specific invoice shall be used exclusively for payments based on the Tariffs in effect at the time the funds are debited from the balance.

10. Contact Information of the Sublicensor

"ChatApp" Limited Liability Partnership, "ChatApp" LLP

Republic of Kazakhstan, Almaty city, Zhandosov street 87, office 1.02, ZIP 050052

BIN 220440025906

Phone: +55 (21) 960104492

Telegram Support: @chatapp_online

Email: support@chatapp24.kz

Bank Details:

IBAN, Settlement Account No. KZ858562203221157766

SWIFT code, BIC KCJBKZKX

Bank: JSC BANK CENTERCREDIT

KBE 17

Director of "ChatApp" LLP __________________ / Kirdyashev V.A. /