Public Offer Agreement

In this Agreement, the following terms shall have the meanings set out below:

Platform / Service / GridWyse — a software product accessible via a web interface and/or other electronic channels, designed for managing business profiles, locations, reviews, media, publications, analytics, user roles, notifications, and other related features.

Personal Account — the secured part of the Platform, accessible after user registration and/or authorization.

Subscription — a time-limited, paid right to access the Platform's functionality or a specific service under the selected Tariff during the applicable Billing Period.

Tariff — the access package selected by the User for the Platform and/or Contractor's services, including but not limited to the Lite and Pro packages, the business management subscription, and other tariffs available on the Website and/or in the Personal Account.

Billing Period — the period for which the Subscription is paid: 1 calendar month or 1 calendar year, unless otherwise explicitly stated on the Website, in the Personal Account, or in an invoice/order.

Location — a separate business object, point of sale, branch, or other unit of account managed within the Platform.

Business Expert Consultation — a separate paid service that may be provided by the Contractor in the form of consultation, analysis, recommendations, or support in accordance with the agreed scope.

Website — the Contractor's website located at https://gridwyse.com and its language/structural versions.

Acceptance of the Offer — the User's full and unconditional acceptance of the terms of this Offer by performing one or more of the actions defined in Section 3 of this Agreement.

2.1. Under this Agreement, the Contractor grants the User, for a fee, a non-exclusive, limited, revocable, non-transferable right to access the GridWyse Platform in accordance with the selected Tariff, and may also provide additional services upon separate order, including:

• the business managementsubscription;
• business expert consultations
• other related services explicitly listed on the Website, in an invoice, commercial offer, or Personal Account.

2.2. The description of features, tariff contents, available modules, number of Locations, Subscription terms, and service pricing are defined on the Website, in the relevant tariff section, the User's Personal Account, invoice, or other electronic communication from the Contractor.

2.3. This Agreement does not constitute a transfer of intellectual property rights over the Platform. The Contractor grants only the right to use the Platform within the scope and on the terms defined by this Agreement.

3.1. This Agreement is a public adhesion contract.

3.2. Acceptance of the Offer shall be deemed to have occurred when the User performs any of the following actions:

• registration of an account on the Platform;
• clicking a button such as "Register", "Pay", "Continue", "Subscribe to Tariff", "Confirm" or any other button of equivalent meaning;
• checking a checkbox confirming agreement to the terms of this Offer and/or other mandatory policies;
• making a payment for a Tariff, Subscription, or individual service;
• actual commencement of use of the Platform after reviewing the terms of this Offer.

3.3. From the moment of Acceptance of the Offer, the Agreement shall be deemed concluded in full without the signing of a separate written copy.

3.4. The User confirms that prior to Acceptance of the Offer, they have reviewed its terms, the Privacy Policy, the Cookie Policy, the personal data processing terms, as well as the description and pricing of the applicable Tariff and service.

4.1. To use the Platform, the User registers and creates an account by providing accurate, complete, and up-to-date information.

4.2. The User is responsible for:

• the accuracy of information provided during registration and use of the Platform;
• the security of their login, password, and other access credentials;
• all actions performed through their account, unless otherwise proven by the User.

4.3. The User must immediately notify the Contractor of any unauthorized access to their account.

4.4. The Contractor may temporarily restrict or block access to the account in cases provided for by this Agreement, Ukrainian law, or for security reasons.

5.1. The Contractor may offer the User various Tariffs, including the Lite and Pro packages, the business management subscription, as well as individual consultation or related services.

5.2. The Subscription may be:

• monthly — with payment and automatic charge once per month from the date of purchase;
• annual — with payment and automatic charge once per year from the date of purchase.

5.3. The current tariff prices, including variations based on the number of Locations, are indicated on the Website, in the tariff section, Personal Account, or in an individual commercial offer/invoice.

5.4. The User agrees to the automatic charge for the Subscription in accordance with the selected period, unless otherwise explicitly stated during the order process.

5.5. The User is responsible for ensuring sufficient funds on their payment method for timely charges.

5.6. If the automatic charge fails for any reason, the Contractor may:

• retry the charge;
• suspend access to the Platform or certain features until payment is received;
• restrict or terminate services in the event of prolonged non-payment.

5.7. Unless otherwise required by mandatory law, paid funds are non-refundable, including in cases of:

• non-use of the paid Subscription period by the User;
• early termination of the service by the User after access has been granted;
• blocking or termination of access due to the User's breach of this Agreement.

5.8. Cancellation of auto-renewal does not terminate the already paid period; it means that from the next Billing Period, no charges will be made and access will not be renewed.

5.9. The Contractor may change Tariffs, package contents, pricing, and Subscription terms. Such changes apply to new payments and/or the next Billing Period, unless otherwise explicitly communicated to the User.

5.10. Payment for a business expert consultation may be made separately, at an individually agreed price, by prepayment, or by another method agreed upon by the parties.

6.1. Access to the Platform is granted after successful registration and/or upon confirmation of payment, if paid access is required for the applicable Tariff.

6.2. The Contractor may update, modify, supplement, restrict, or discontinue certain Platform features for product development, bug fixing, adaptation to changes in third-party integrations, or other justified reasons.

6.3. Business management services, business expert consultations, and other related services may be provided separately from Platform access or within the applicable Tariff — depending on the specific service description.

6.4. If service delivery requires User participation (providing access credentials, data, confirmations, materials, etc.), the Contractor shall not be liable for delays caused by the User's failure to fulfill their obligations.

7.1. The functionality of GridWyse may depend on third-party services, platforms, APIs, communication channels, and integrations, including but not limited to Google, payment systems, messengers, analytics services, and other external providers.

7.2. The User acknowledges and agrees that the Contractor does not control the rules, policies, restrictions, pricing, availability, response times, feature scope, or possible outages of third-party services.

7.3. The Contractor is not liable for:

• temporary or permanent unavailability of third-party services;
• changes in rules, APIs, limits, algorithms, or technical requirements of third-party platforms;
• blocking, restriction, removal, or change in the status of the User's external accounts for reasons beyond the Contractor's control;
• the consequences of actions or inactions of third-party providers.

7.4. In the event of changes in third-party integrations, the Contractor may adapt the Platform's functionality without prior individual approval from the User.

8.1. The User has the right to:

• use the Platform within the limits of the selected Tariff;
• receive information about available features, Subscription term, and pricing;
• contact the Contractor for technical or organizational support;
• cancel auto-renewal of the Subscription before the next charge date.

8.2. The User undertakes to:

• comply with the terms of this Agreement;
• provide accurate information;
• not use the Platform for unlawful activities;
• not take actions that may disrupt the stability, security, or normal operation of the Platform;
• not copy, decompile, modify, reproduce, or distribute the Platform or its parts without the written consent of the Contractor, except as expressly permitted by law;
• not transfer account access to third parties if prohibited by the selected Tariff or the Contractor's written terms;
• independently ensure compliance of their activities with applicable law, including regarding advertising, personal data protection, consumer rights, and rules of third-party platforms;
• comply with the established Google Maps Policy.

9.1. The Contractor has the right to:

• provide access to the Platform and services under the terms of this Agreement;
• modify features, Tariffs, interface, technical parameters, and service conditions;
• engage third parties for specific services, technical support, payment processing, and service operation;
• block or restrict the User's access in case of breach of this Agreement, non-payment, suspicious activity, violation of third-party rights, or legal requirements;
• perform maintenance, updates, and preventive measures.

9.2. The Contractor undertakes to:

• ensure access to the Platform within its current technical availability;
• provide the User with features in accordance with the paid Tariff;
• take reasonable measures to protect data and Platform security;
• review User inquiries within a reasonable timeframe.

10.1. All intellectual property rights over the Platform, its code, design, structure, databases, texts, visual elements, logos, trademarks, documentation, and other elements belong to the Contractor or are used by it on a lawful basis.

10.2. Nothing in this Agreement shall constitute a transfer to the User of intellectual property rights over the Platform, other than a limited right of use for the duration of the applicable Subscription.

10.3. The User retains rights over their own data and content uploaded to the Platform, unless otherwise required by the nature of the service, applicable law, or a separate written agreement between the parties.

11.1. The procedure for collecting, using, storing, and protecting personal data is governed by the Privacy Policy of the Contractor, available on the Website.

11.2. The use of cookies and similar technologies is regulated by the Cookie Policyavailable on the Website.

11.3. By accepting this Offer, the User confirms that they have reviewed the applicable policies and consents to the processing of personal data to the extent necessary for the performance of this Agreement, where such consent is required by law.

11.4. The parties undertake not to disclose each other's confidential information obtained in connection with the performance of this Agreement, except as expressly required by law, by this Offer, or by the necessity of engaging contractors for service delivery.

12.1. The Platform is provided on an "as is" and "as available"basis. Unless otherwise expressly agreed in writing, the Contractor does not guarantee uninterrupted, error-free, or continuous operation of the Platform 24/7.

12.2. The Contractor is not liable for:

• inability to use the Platform due to equipment, software, internet connection, or User settings;
• failures, delays, or errors caused by third-party services;
• loss of profit, lost business opportunity, data loss, reputational damage, or other indirect consequences of using or being unable to use the Platform;
• decisions made by the User based on analytics, recommendations, or results generated by the Platform.

12.3. The total liability of the Contractor for any claims by the User arising from this Agreement shall in no event exceed the amount actually paid by the User for the last paid Billing Period, unless otherwise required by mandatory law.

12.4. The User bears full responsibility for the legality of data, content, access credentials, and actions performed by them or persons authorized by them through the Platform.

13.1. The Contractor may temporarily suspend or fully terminate the User's access to the Platform in the event of:

• breach of the terms of this Agreement;
• overdue or non-payment;
• fraudulent, deceptive, or suspicious actions;
• violation of third-party rights;
• a request from a competent government authority;
• necessity to protect the security of the Platform or other users.

13.2. The User may discontinue use of the Platform by canceling the Subscription and/or submitting a request to the Contractor for account termination. In such cases, paid funds are not refunded, except as expressly required by law or separately agreed by the Contractor.

13.3. After termination of access, the Contractor may retain certain User data for the period necessary to comply with legal requirements, protect its rights and legitimate interests, and for accounting, tax, claims, and dispute processing.

14.1. The User agrees to receive electronic notifications from the Contractor related to the performance of this Agreement, Platform operation, payments, Subscription renewals, service changes, maintenance, updates, and legally significant notices.

14.2. Such notifications may be sent by email, through the Personal Account, Platform interface, messengers, payment interface, or other contact channels provided by the User.

14.3. Notifications shall be deemed duly delivered from the moment they are sent by the Contractor to the contact details provided by the User or displayed in the Personal Account, unless otherwise proven by the User.

15.1. The Contractor may amend the terms of this Offer at any time by publishing a new version on the Website.

15.2. A new version of the Offer takes effect upon its publication on the Website, unless a different effective date is specified in the version itself.

15.3. Continued use of the Platform after a new version of the Offer takes effect shall constitute the User's acceptance of the respective amendments.

16.1. This Agreement is governed by the laws of Ukraine.

16.2. The parties shall endeavor to resolve any disputes, disagreements, or claims through negotiation and written correspondence.

16.3. If a dispute cannot be resolved through negotiation, it shall be referred to a competent court in accordance with Ukrainian law.

17.1. If any provision of this Agreement is found to be invalid or unenforceable, this shall not affect the validity of the remaining provisions.

17.2. This Offer, together with the Privacy Policy, Cookie Policy, tariffs, feature descriptions, payment terms, and other documents explicitly referenced on the Website or in the Personal Account, constitutes the entire agreement between the parties regarding the subject matter of this Agreement.

17.3. In the event of a conflict between the text of this Offer and a separate written/electronic individual agreement between the parties, such individual agreement shall prevail, provided it is expressly signed or written confirmed by both parties.

17.4. The official language of this Offer is Ukrainian. In the event of a translation, the Ukrainian version shall take precedence.

FOP Halunka Anastasiia Yuriivna

EDRPOU code: 3607303409

Address: Ukraine, 46008, Ternopil region, Ternopil district, city of Ternopil, Torhovytsia street, building 4, apartment 9

Phone: 0661480123

Email: [email protected]