Master user agreement

SPIRIT UP

October 1, 2024.

Spirit Up offers Practitioners the opportunity to find and enter into contracts with other users using websites and/or mobile applications defined by the Company, in particular, but not limited to, the website https://spiritup.club (hereinafter referred to as the "Website") and the Spirit Up mobile application (hereinafter referred to as the "Application"), collectively referred to as Spirit Up. This User Agreement (hereinafter referred to as the "Agreement") is an offer by Individual Entrepreneur Aleynichenko E.R., TIN 732505189737, hereinafter referred to as (the "Company") on the conclusion of a license agreement with (FULL Name/Legal entity) (hereinafter referred to as the "Practitioner") for the use of Spirit Up (including mobile applications, downloadable products and applications, as well as pages managed by the Company on social networks and other platforms).

DEFINITIONS AND GENERAL PROVISIONS

1.1. For the purposes of this Agreement, the following terms will have the following meanings:

1.2. "User" means both the Practitioner and the Client; "Practitioner" means an individual acting in his or her personal capacity or a legal entity registered with Spirit Up to join and be responsible for this Agreement in order to provide his or her services to Clients; "Client" means an individual or legal entity registered with Spirit Up and receiving services from the Practice; "Related Documents" has the meaning assigned to this term in clause 1.8 of the Agreement.; "Third-party links" has the meaning assigned to this term in clause 11.1 of the Agreement.; "Account" means a personalized Spirit Up section that is closed to the public. Access to the Account is provided by entering authentication data in the login interface (for iOS and Android versions) The Application or the corresponding Website page: login (username) and password (access code).

1.3. For the purposes of this Agreement, the term "Application" includes, but is not limited to, the Application itself, the underlying program code, software solutions, computer programs, software algorithms, databases and computer hardware, all information content (content) available in the Application, all design elements Applications and all interactive services and functionality provided through the Application, as well as any and all other elements, components and components of the Application without any restrictions.

1.4. This Agreement is an offer to conclude a legally binding agreement between an individual or a legal entity registering with Spirit Up as a Practitioner, accessing and using Spirit Up, and accepting this Agreement and all Related Documents as defined in this Agreement, including, but not limited to, the Privacy Policy and the Cookie Policy included in this Agreement by reference, and by the Company, regarding access to and use of Spirit Up, and the provisions of the Agreement may be enforced against the Practitioner in accordance with applicable law. By accessing and using Spirit Up (including making payments or using the trial period).

1.5. By accepting this Agreement, the Practitioner confirms that he has read it and agrees to be bound by all the provisions of this Agreement without any restrictions or reservations.

1.6. This Agreement applies only and exclusively to Spirit Up, applies only to the rights and obligations of the Practitioner with respect to the use of Spirit Up and does not apply to the use of, or to the rights and obligations with respect to, any other software applications and websites, including, but not limited to, any other software applications and web-sites that may be operated or offered by the Company, affiliated companies or other third parties.

1.7. The Practitioner's access to Spirit Up and/or use of Spirit Up and/or any part, feature or functionality thereof at any time means his consent to be bound by the most up-to-date version of this Agreement.

1.8. It will be considered that the Practitioner uses Spirit Up every time he/she accesses Spirit Up (via a personal computer, mobile device or other technology) or otherwise interacts with Spirit Up or connects to Spirit Up or any of its parts or sections, or interacts or communicates with others By users through and with the help of Spirit Up.

1.9. By accepting this Agreement, the Practitioner also accepts the terms of the following legal documents governing certain issues of using Spirit Up, which are an integral part of these Agreements and included in them by reference (collectively, "Related Documents"):

1.9.1. Privacy Policy, available at the following link: https://spiritup.club/privacy-policy-en;

1.9.2. Spirit Up Cookie Policy, available at the following link: https://spiritup.club/privacy-policy-en.

1.10. By accepting this Agreement, the Practitioner expressly agrees that the Related Documents may establish other liability for violations of their provisions, and the Practitioner undertakes to comply with the terms of such Related Documents throughout the term of this Agreement and/or the validity of all such Related Documents, whichever is the longest..

1.11. Unless otherwise expressly agreed in writing between the Practitioner and the Company in the relevant agreement, the provisions of this Agreement and Related Documents take precedence over any legal documents and agreements (both express and implied, regardless of their form of expression) that are directly or indirectly related to the relationship between the Practitioner and the Company.

USER REGISTRATION

2.1. In order to accept this offer, that is, to conclude a license agreement under the terms of this Agreement and become a User, it is necessary to accept this offer – create (register) Account in Spirit Up.

2.2. At the time of registration with Spirit Up, the Client will be asked to provide certain registration data for accessing and using Spirit Up. The Client undertakes to provide accurate, reliable, up-to-date and complete information at the time of registration with Spirit Up. The provision of misleading or knowingly false information is prohibited and constitutes a material violation of this Agreement.

2.3. The Client undertakes to inform the Company of any changes related to the above information.

2.4. Minors are prohibited from using Spirit Up. If the Company becomes aware or has reasonable grounds to believe that the Account was created by a Minor, the Company reserves the right to suspend the Account and subsequently delete the Account if confirmation of the User's age is not provided upon the Company's request.

2.5. If the Client believes that the Company uses or discloses any data of a Minor, the Client has the right to contact our support team through the "Contact Us" section below so that the Company can take appropriate measures.

2.6. When registering as a User, you must create a username and password to log in to your Account. The Client is personally and solely responsible for any use of Spirit Up under his username and password.

2.7. If the Company believes that the information provided by the Client is not accurate, reliable, up-to-date and complete, or is misleading or knowingly false, the Company has the right at any time to deny the Client access to Spirit Up or any of its functionality, suspend such access or completely terminate its provision, and also, suspend his Account or delete it at any time.

2.8. The Company has the right to reject your Account creation request after initial approval if the Company determines (at our sole discretion) that the Client has provided false information or documents.

2.9. The Client undertakes to take reasonable steps to protect his username and password from unlawful use by third parties, and to immediately notify the Company of any such unlawful use via the following email address: sup@spiritup.club .

INTERACTION WITH OTHER USERS

3.1. Spirit Up is designed and intended for Users to interact with each other. Interaction and communication with other Users should always be carried out in strict accordance with this Agreement.

3.2. Users must treat all other Spirit Up Users with dignity and respect, and must take into account the rights and opinions of other Users. Any communication with or actions against other Users carried out in violation of this Agreement or generally accepted principles of normal human communication is expressly prohibited and may result in the suspension or deletion of the Account, as well as the application of legal measures against the Practitioner if the User's behavior in Spirit Up can be considered illegal or unlawful in accordance with any applicable law.

3.3. For the avoidance of doubt, the Company only provides Users, including Clients and Practitioners, with the technical ability to find and conclude contracts with each other using Spirit Up, and the Company does not participate in direct interaction between Participants.

3.4. The Practitioner expressly acknowledges that for the purposes of this Agreement, he is not an agent, employee, contractor or participant in a joint venture or partnership with Spirit Up, and that the Practitioner has no right to present himself as such, and that his use of Spirit Up does not endow either the Company or the Practice with the rights and obligations of the listed persons, and the Company by virtue of a contract or law, he is not responsible for the actions of the Practitioner as his own.

3.5. The Company is not a participant in legal relations that can be established between Users on any subject and for any purpose, including not performing the functions of an agent, guarantor, intermediary and representative in them, is not responsible for the parties' compliance with their rights and obligations arising in connection with such legal relations.

3.6. The Company does not control the behavior of Practitioners or Clients during the provision or receipt of services, does not change the information about the services provided by the Practitioner contained in the Practitioner's offer to conclude a service agreement, as well as the process of providing services by Practitioners at Spirit Up, and disclaims any liability in this regard to the maximum extent permitted by law..

3.7. The Practitioner acts solely on his own behalf and in his own interests, or on behalf of and in the interests of the legal entity he represents, and not on behalf of or for the benefit of the Company.

3.8. The Company does not control and has no right to control the process of providing services through Spirit Up services or any other issues related to any services that Practices provide to other Users. By accepting this Agreement, the Practitioner undertakes not to do anything that could create a false impression that his activities are supported by the Company or he cooperates with it or acts on its behalf or in its interests, including by using any intellectual property of the Company in an unauthorized or improper manner.

LICENSE PROVISION

4.1. This Agreement is a license agreement between the Practitioner and the Company, defines the principles and terms of use of Spirit Up, the copyright holder of which is the Company, which is developed and managed by the Company.

4.2. Subject to the Practitioner's compliance with this Agreement, in particular the restrictions set by him, the Company grants the Practitioner a limited, non-exclusive, non-sublicensable, revocable, non-transferable right to:

4.2.1. access and use of Spirit Up on the device is carried out legally, in accordance with its intended purpose, namely:

4.2.1.1.downloading, providing access, storing, transmitting and receiving content related to the Spirit Up theme;

4.2.1.2.search, communication and interaction of Users with each other using Spirit Up for the purposes corresponding to the subject of Spirit Up;

4.2.1.3.search, select, and interact with Clients using Spirit Up for purposes relevant to the Spirit Up theme, as well as for making payments to Practitioners for services received from them;

4.2.1.4.advertising of their services in Spirit Up, interaction with Clients and their involvement in providing them with the services of Practitioners;

4.2.1.5.using Spirit Up payment processing functions, purchase and payment tools for services provided by Practitioners;

4.2.1.6.access to and use of any content, access to information and related materials within the limits set forth in this Agreement, which may be accessed through Spirit Up.

4.2.1.7.Access to and use of Spirit Up must be carried out in full compliance with this Agreement, other applicable documents related to Spirit Up, including, but not limited to, all Related Documents as defined in this Agreement, as well as all applicable legislative acts;

4.2.2. The Practitioner is obliged to always provide reliable and complete information about himself in cases where such information is requested by the Company from the Practitioner to verify the Practitioner's compliance with the terms of this Agreement or to comply with a court decision, order or request of the executive authority in accordance with Applicable Law.;

4.2.3. The Practitioner must not perform any actions listed in the "Restrictions" section of this Agreement.

4.3. In certain cases expressly established by this Agreement and Related Documents, a license to access certain functions and use certain functionality of Spirit Up is provided on a reimbursable basis.

4.4. The Company receives a license fee from Practitioners under this Agreement. Information about the payment procedure, the amount of the license fee, tariffs and other conditions are indicated in the Practitioner's Account at Spirit Up.

4.5. The Practitioner's use of Spirit Up or any of its functions, which are currently free, may be or may be subject to a charge. Any fees that may be charged by the Company in connection with Spirit Up will be announced separately and in advance.

4.6. Except as expressly provided for in this Agreement or as provided for by applicable law, royalties that may be charged by the Company in connection with the use of Spirit Up are non-refundable.

4.7. Unless otherwise specifically stated, the amounts of all outstanding payments do not include VAT, commodity duties, sales tax, usage tax or other similar taxes, as well as payment system fees or other similar third-party fees.

4.8. Any and all personal data that may be obtained during the payment process from the Practitioner of the payments specified in this Section will be processed in accordance with the Spirit Up Privacy Policy, available at the following link: https://spiritup.club/terms-of-payment-and-refund-policy-en.

LIMITATIONS

5.1. By accepting this Agreement, the Practitioner expressly agrees that he is expressly prohibited from:

5.1.1. demonstrate, copy, store, modify, recycle, create derivative or composite works, reverse engineer, sell, publish, make available to the public, or redistribute Spirit Up or any Spirit Up services or functionality available to Practitioners.;

5.1.2. allow any third party to access and use Spirit Up using the Practitioner's username and password or any other Account information;

5.1.3. use Spirit Up for any illegal purposes or for engaging in activities that are illegal under the law of any jurisdiction or activities that encourage criminally punishable behavior;

5.1.4. to post unsolicited offers for sale or advertising of goods (works or services) prohibited or restricted in Spirit Up or with its help;

5.1.5. impersonate another individual;

5.1.6. to report false information, defamatory information about third parties, or to carry out fraudulent actions or spread threats against such persons;

5.1.7. to present Spirit Up and/or the Company and/or its affiliated persons in a negative light;

5.1.8. transfer malicious program code to or using Spirit Up;

5.1.9. collect information about other Users through Spirit Up;

5.1.10.interrupt the normal operation or interfere with the operation of Spirit Up or any information (content), or any functionality contained in Spirit Up or provided through it, or any servers used to provide Spirit Up, or unreasonably interfere in any way or manner with the use of Spirit Up by other Users;

5.1.11. distribute or post spam, email chains, information about financial pyramids, sweepstakes, sports betting or sweepstakes; viruses or any other information or technologies that may harm Spirit Up or any of its functionality, or the interests or property of Spirit Up Users or the Company;

5.1.12.to promote or advertise any activity that is illegal or illegal under the law of any jurisdiction;

5.1.13. Distribute content (information) that is illegal, pornographic, erotic, obscene, defamatory, slanderous, threatening, discriminatory, vulgar, obscene, blasphemous, hateful, racially, culturally or ethnically offensive, or encouraging criminally punishable behavior, or directly or potentially giving rise to civil, administrative, or criminal law responsible, or violating any applicable laws, rules, regulations, directives, agreements, or regulations, either violating the rights of others (including other Users) with respect to their intellectual property, trade secrets, the right to protect their images and privacy, or containing links to illegal, prohibited or infringing content of third parties;

5.1.14.to link Spirit Up (including by posting links in the Account) to any software application or website or any other online or offline resource that usually contains or posts content that is illegal, pornographic, erotic, obscene, defamatory, defamatory, threatening, discriminatory, vulgar, obscene, blasphemous, hateful, racially, culturally or ethnically offensive, or encouraging criminally punishable behavior, either directly or potentially giving rise to civil, administrative or criminal liability, or violating any applicable laws, rules, regulations, directives, agreements or regulations, or violating the rights of others (including other Users) in relation to intellectual property, trade secrets, publicity and privacy, or contain links for illegal, prohibited, or infringing content;

5.1.15.declare the existence of legal relations, other than those regulated by this Agreement, between the Practitioner and Spirit Up and /or the Company and/or declare that the actions of the Practitioner in Spirit Up are encouraged or officially supported by the Company, except in cases where the implementation of such actions is specifically authorized by the Company in writing;

5.1.16.use "bot" programs, "spider" programs, offline programs for reading information from Spirit Up ("parsers") and other automated software systems for accessing and using Spirit Up;

5.1.17.to access and use Spirit Up in jurisdictions where access to and/or use of Spirit Up may be prohibited;

5.1.18.use Spirit Up for any purpose other than those expressly permitted under this Agreement; and

5.1.19. any actions similar to those listed above in nature or intent.

5.2. Violation by the Practitioner of this Section of the "Restrictions", that is, the implementation of any of the above actions, will be a significant violation of this Agreement, and a direct violation of Applicable Law.

5.3. Unauthorized access and unauthorized use of Spirit Up, including any use bypassing this Agreement and the "Restrictions" section, is expressly prohibited and may result in criminal and/or civil, and/or administrative, and/or disciplinary liability, including legal proceedings against the Practitioner initiated by the Company or relevant law enforcement agencies. organs.

5.4. The Company reserves the right to investigate any violations of this Agreement and take any and all necessary or appropriate measures to resolve such violations, at the reasonable discretion of the Company.

5.5. The Company has the right to suspend, delete, modify, or restrict access to Spirit Up or completely terminate the provision of access to Spirit Up at any time at its sole discretion, with or without notice to the Practitioner, if there are signs of a violation of this Agreement.

5.6. The Company's inaction does not deprive it of the right to resort to legal remedies in case of violation by the Practitioner of the provisions of this Section or to take any other legal actions aimed at ensuring compliance by the Practitioner with the provisions of this Section or the Agreement.

INTELLECTUAL PROPERTY RIGHTS

6.1. All rights, title and authorizations, including, but not limited to, exclusive copyrights and other intellectual property rights with respect to Spirit Up and all its parts, elements and components, including without limitation any and all computer code, technologies, software core, graphic themes, objects, logos, artistic elements, elements menu, user interface, embedded services, functionality, Spirit Up design, messaging system, text, illustrations, photographs, graphic works, audio files, video files, audiovisual files, names of goods, services, or interactive services, brand names, slogans, trademarks, service marks, and other designations, as well as materials and information (content) available on Spirit Up or through Spirit Up, belong to the Company and/or its licensors and/or third parties, and are the intellectual property of these persons, Both the Company and its licensors and third parties retain all rights, title and authority to these intellectual property objects.

6.2. All the information content (content) of Spirit Up, including the selection, the method of placement, as well as appearance, are protected by various national laws on copyright, trademarks, trade secrets, as well as international agreements and conventions. Unless otherwise expressly provided by this Agreement, no rights, legal titles, licenses or other rights to any information content (content), as well as any patent rights, trademark rights, copyrights or any other intellectual property rights are not transferred, alienated, licensed or otherwise granted. The Practice is transferred when they access and use Spirit Up, and the Company or the person who provided the relevant intellectual property reserves all rights at all times., the legal title and rights to any such intellectual property that is accessed or used by the Practitioner.

6.3. All brand names, slogans, trademarks, service marks and other designations used or mentioned in Spirit Up are used solely for informational purposes, that is, to identify the relevant products, goods and services introduced into civil circulation by their copyright holders. The use of these designations should not be considered as an implied endorsement by the Company of their respective owners, their products, the work they perform, the services they provide, or their activities in general.

6.4. By accepting this agreement, the Practitioner expressly agrees that he is prohibited from performing any of the following actions, as well as any actions similar to those listed in nature or intent, or actions that may be considered in violation of applicable law or foreign legislation, norms of international law, including in in the field of intellectual property, copyright and/or related rights protection, and that any such action would constitute a material violation of this Agreement:

6.4.1. copy, reproduce, distribute, modify, recycle, republish, upload, post, display, execute, supplement, shorten, compile, adapt, translate, obtain source code, disassemble, decompile, reverse engineer Spirit Up, or create derivative works of any kind based on Spirit Up or any part or component thereof, update, broadcast, make publicly available or otherwise transmit, distribute or use Spirit Up, any Spirit Up functionality, and any Spirit Up content in any similar way or manner;

6.4.2. sell or resell, license, grant free of charge, or transfer access to Spirit Up or an Account in Spirit Up;

6.4.3. develop, distribute, or host any interactive service, website, or software application based on or confusingly similar to Spirit Up.;

6.4.4. delete, hide or modify any notices of copyright, trademark rights or any other notices of copyright ownership posted in any part or component of Spirit Up or the information content (content) contained therein;

6.4.5. violate in any way and by any means the intellectual rights of other Users;

6.4.6. perform any other actions that may violate or endanger the intellectual property rights of the Company, its licensors and third parties in relation to Spirit Up.

6.5. Notwithstanding any provision of this Agreement to the contrary, Practices are not limited to the reproduction or use of materials, information and content owned by the Company or its affiliates and available on or through Spirit Up, unless this constitutes fair use (free use) in accordance with Applicable Law or is otherwise prohibited in in accordance with Applicable Law, including use for personal or domestic purposes or citation for non-commercial educational, scientific, commentary, illustration purposes, explanations, examples, or criticism. Such use should always be accompanied by an indication of authorship and the original source.

6.6. The Practitioner acknowledges that he does not have any legitimate interests, monetary or otherwise, in relation to any features, functionality or information content contained in Spirit Up or having any relation to Spirit Up.

6.7. The Practitioner hereby acknowledges that the Company, its licensors and relevant third parties have the right to enforce their intellectual rights with respect to Spirit Up to the fullest extent possible under any applicable law in the event of a violation of their intellectual rights.

USER-GENERATED CONTENT

7.1. By providing access to any content or uploading content to or using Spirit Up, the Practitioner grants the Company a global, non-exclusive, transferable, royalty-free license with the right to sublicense for the entire duration of the protection of the exclusive right: to use, view, copy, adapt, modify, create derivative or composite works, distribute, publicly display, publicly perform, broadcast, broadcast over-the-air or in video streaming, to access and otherwise exploit such content using Spirit Up to promote or position Spirit Up in the market.

7.2. Providing access to the content or uploading it to Spirit Up does not constitute alienation of the exclusive right to the content of the Practice.

7.3. The Practitioner is solely responsible for all content that he posts in Spirit Up. By accepting this Agreement, the Practitioner declares and guarantees that:

7.3.1. The Practitioner is the sole and exclusive copyright holder of all content that he posts on Spirit Up or through Spirit Up advertising campaigns, or he has all the necessary rights, licenses, consents and agreements to grant the Company the right to User Content, as provided for in this Agreement; and

7.3.2. neither the content, nor its placement, upload, publication, provision or transmission, as well as its use (or any part thereof) The Company in Spirit Up, through or through Spirit Up, or in Spirit Up advertising campaigns will not infringe, appropriate, or infringe on patents, copyrights, trademarks, trade secrets, intangible rights, or other proprietary or intellectual property rights, as well as privacy rights, or violate any applicable law or regulations.

MAKING PAYMENTS

8.1.Users do not pay a license fee to access Spirit Up, however, certain functions may be paid. The User pays for such functions through payment systems offered by Spirit Up. The cost of the license fee for additional functionality is explicitly indicated in Spirit Up and can be changed unilaterally at any time.

8.2. The Client pays for the services of the Practice in a non-cash form, through international payment systems available for use in Spirit Up and in the jurisdiction of the User's location.

8.3.The Company reserves the right to temporarily restrict the acceptance of individual bank cards or payments using payment systems for technical reasons or to establish additional payment requirements.

8.4. The Practitioner undertakes to use the payment data (banking details), of which he is the legal owner, to pay the payments provided for in this Agreement. If the client intentionally uses a bank card or payment data of another person, then he is solely responsible for the damage that has been/may be caused to the owner of the specified card or data as a result of the above actions of the Practitioner, as well as the Company in the event of such damage, including reputational damage.

8.5. The Practitioner undertakes not to transfer his payment data to third parties. The Practitioner bears all risks associated with the possible intentional use of his payment data by third parties in case of improper storage.

8.6. In order to receive paid services provided within the elements of the on-screen interface, you must confirm the activation of the automatic bill payment function in your personal account in the manner specified in the Spirit Up framework, due to the fact that the services are paid on prepayment terms. Payment for the services selected by the client will be made automatically, without additional confirmation from the Practitioner.

8.7. In order to verify the authenticity of the data specified by the Practitioner, it is possible for the issuing bank, payment system, or other financial institution to reserve funds held in the relevant customer accounts. The amount reserved for verifying the authenticity of payment data is unblocked within the time limits determined by the issuing bank and does not depend on the Company.

8.8.The payment data entered by the Practitioner is processed on the secure page of the payment system in accordance with the rules of the Company's Contractor for accepting and processing payments (hereinafter referred to as the “Payment System”), thus, the Practitioner's data (including bank card data) and their processing is carried out on the side of such a Payment System, and the Company does not have access to the specified information.

8.9. The Payment System has the right to limit or set limits on the amount of payments or to refuse to make or complete any payment requested or initiated through it, for any reason, at its sole discretion, without any liability or obligations to the Practitioner.

8.10. If a payment is suspended, refunded (via a chargeback), or cancelled (by a Payment System or another party, such as the card issuing bank), the Payment System or card issuing bank may, in certain cases, compensate this amount by (a) withholding incoming transactions, or (b) directly debiting funds from the bank account associated with the payment account of the payment system used. The payment system or the issuing bank of the card may also withhold or charge any fees owed to them by withholding income earned from transactions or direct debit of a bank account linked to the billing account.

8.11. The Payment system is a third-party and independent commercially licensed organization providing payment acceptance and processing services to the Company. The payment system is not controlled by the Company and can verify payments and the identity of payers and recipients of payments, request documents necessary to confirm the source of funds, as well as perform other actions required by applicable law, in particular legislation on combating money laundering and terrorist financing.

CONTESTS, GAMES, PROMOTIONS, AND ADVERTISING

9.1. Certain information and materials brought to the attention of Practitioners or otherwise disseminated through Spirit Up may be classified as advertising in accordance with applicable law. By accepting this Agreement and using Spirit Up, the Practitioner provides the Company with express consent to view and receive advertising materials and information brought to the attention of Spirit Up Practitioners or otherwise distributed through Spirit Up, regardless of the origin of the advertisement and the advertiser, which may be both a legal entity and an individual.

9.2. In addition to advertising, Spirit Up may contain information about offers to participate, or directly offer to participate, in various games, contests, promotional events, promotions and other similar events offered and organized by the Company or by third parties selected by the Company. The Practitioner understands and agrees that any and every such event is regulated or will be regulated by a separate document setting out the terms and conditions of participation and general rules for such events, and that such documents may include, but are not limited to, the rules for games and contests, as well as other end-user licensing agreements. by users.

9.3. By accepting this Agreement and using Spirit Up Practices, you expressly agree to be legally bound by any and all such documents, and you agree that participation in any such events will constitute automatic acceptance of any and all terms, conditions and rules that may be established by any such documents, and they will be regulated only and exclusively by such documents.

9.4. This Agreement does not regulate participation in games, contests, promotional events, promotions and other similar events.

NETWORK SECURITY AND ACTIONS REQUIRED BY LAW

10.

10.1. The use or distribution by Practitioners of software tools designed to crack security systems or collect information (for example, password guessing programs, key generators, "cracker" programs, "spider" programs, or other software tools for hacking networks) in Spirit Up is strictly prohibited.

10.2. In case of occurrence of grounds or detection of illegal actions specified in the paragraph above, the Company reserves the right to disclose the data to system operators and operators of other software applications and websites, including those not directly related to Spirit Up and/or not operated by the Company or any affiliated person, in order to resolve or prevent security incidents by the specified persons.

10.3. The Company reserves the right to cooperate to the maximum extent possible with law enforcement agencies or to execute court decisions in which the Company is requested or required to disclose the identity or other information about any person, including a Practitioner who publishes or otherwise makes publicly available through Spirit Up any information or materials. which may potentially constitute a violation of this Agreement or the provisions of applicable law.

10.4. In addition to the above, the Company may be required to comply with the requirements for lawful data interception or mandatory data storage established by the legislation of the country in which the Practitioner permanently resides or any other country from which Spirit Up is accessed and used.

10.5. The Company may restrict access to any part of Spirit Up or completely deny Practitioners access to Spirit Up at any time at its sole discretion, if required by law or required by the relevant authorities or regulatory agencies.

LINKS TO THIRD-PARTY WEBSITES, SOFTWARE APPLICATIONS, AND CONTENT

11.

11.1. By agreeing to these Terms, the Practitioner acknowledges that Spirit Up may contain hyperlinks or links to other software applications and websites that are not managed or related to the Company or its affiliates and for which the Company has no control ("Third-Party Links"). The Company may provide Third-Party Links for the convenience of Users or for citation purposes, and such software applications, websites, their content or the information contained therein are not and cannot be considered sponsored or endorsed, recommended, or affiliated with Spirit Up or the Company.

11.2. The Practitioner acknowledges that the Company has no direct or indirect obligation to verify, the Company has not verified and does not verify the information content (content) of such software applications and websites and is not responsible for their information content (content).

11.3. The Company does not provide any representations or guarantees regarding the content, completeness, security or accuracy of any hyperlinks and software applications and websites to which hyperlinks lead in Spirit Up.

11.4. The Company disclaims any responsibility for the content, programs, functionality, websites and advertised products (goods, works or services) available through third-party software applications and websites or other Internet resources.- and mobile resources, and assumes no responsibility for any damage or any loss of any kind arising from the content or information contained in such software applications and websites, including any resulting or possible damage or loss incurred as a result of infringement of intellectual rights of third parties or receipt of goods, works and services through Third Parties links. The Practitioner follows these Third-Party Links, accesses and uses third-party software applications and websites through such links at his own risk. When accessing any such software application or website, the Practitioner should familiarize himself with the terms of use of such software application or website before using them.

11.5. Additionally, third-party content, software applications and websites may be deleted or their operation may be suspended at any time by their respective operators, and the Company does not represent or guarantee that any information content (content), software application or website will be available for any period., and the Company expressly disclaims any liability of any kind for any interruption or shutdown of any third-party content, software application, or website.

11.6. The Company does not bear any responsibility and cannot be held responsible for the actions of the support services of third-party software applications and websites. Any question or request regarding the support services of such third-party software applications and websites should be directed directly to the operator of the relevant software application or website.

DISCLAIMER OF GUARANTEES

12.

12.1. The User expressly acknowledges and agrees that he/she accesses Spirit Up and uses Spirit Up at his/her own discretion and under his/her sole responsibility. Spirit Up and any part, element or component thereof, including, but not limited to, any interactive services and functionality available to the user through Spirit Up, are provided on an "as is", "with all disadvantages" and "as available" basis. To the maximum extent permitted by any applicable law, the Company and its affiliates expressly disclaim any warranties of any kind with respect to Spirit Up, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular use or purpose, and guarantees of non-infringement of rights. To the maximum extent permitted by any applicable law, neither the Company nor any of its affiliates make any guarantees or representations regarding the accuracy or completeness of the information (content) available in Spirit Up or through Spirit Up, or the information (content) of any other software applications, Internet resources or mobile resources related to Spirit Up, or links to which are posted in Spirit Up.

12.2. The Company reserves the right, at its sole and exclusive discretion, to modify, modify, add, delete any part of Spirit Up or terminate access to any part of Spirit Up at any time.

LIMITATION OF LIABILITY

13.

13.1. To the maximum extent permitted by any applicable law, the Company, its shareholders, subsidiaries, affiliates, licensors, Internet service and website providers, content providers, employees, officers, managers and agents will under no circumstances be held liable to the user or any other person on any theory liability (arising from a contract, tort, law or otherwise) for any accidental, direct, indirect, punitive, actual, subsequent, special, punitive or other damages, including for loss of income or lost profits, property damage, moral damage, moral damage, losses, including those related to loss of business reputation, damage or loss of data, or any other intangible assets incurred as a result of the user's access to Spirit Up and/or its the use of Spirit Up or the user's inability to access or use Spirit Up or any part or component thereof, even if the Company has been notified of the possibility of such damages.

13.2. The User assumes full responsibility for any losses, costs or damages of any kind resulting from his access to Spirit Up and/or use of Spirit Up or his inability to access Spirit Up or use Spirit Up.

WAIVER OF CLAIMS

14.

14.1. By using the application and accepting the terms and conditions of this agreement, the user, to the maximum extent permitted by any applicable law, waives and agrees to release and hold harmless the Company, its subsidiaries, affiliates, licensors, website providers, content providers, employees, officers, managers and agents, as well as any other relevant person from, any and all claims arising from any actions taken by the Company, its subsidiaries, affiliated companies, licensors, website providers, content providers, employees, officers, managers and agents, as well as any other relevant person during or as a result of investigations into access to and use of Spirit Up or any part or section thereof, as well as any actions as a result of such investigations conducted by the Company, its subsidiaries, affiliates, licensors, and website providers, suppliers of information content, employees, officials, managers and agents, as well as any other relevant person, including, but not limited to, any law enforcement agencies.

15.

COMPENSATION OF LOSSES

15.1. The Practitioner agrees to indemnify and release the Company, its subsidiaries, affiliates, licensors, content providers, service providers, employees, officers, managers, agents, representatives, licensees, authorized persons, legal successors, assignees and counterparties from, as well as fully reimburse the Company or any such person, any costs or expenses incurred as a result of any claims by any third parties, as well as any liability, payment claims, claims, grounds for claims (regardless of their form), damages, losses, court decisions, court orders, fines, costs, expenses and expenses for the services of legal representatives related to or arising from:

15.1.1. any violation by the Practitioner of any provisions of this Agreement;

15.1.2. the Practitioner's failure to comply with or violate any intellectual or other rights or privacy rights of any third party, including, without limitation, other Users; and

15.1.3. misuse of Spirit Up by any third party, if such misuse became possible due to the fact that the Practitioner did not take reasonable measures to protect the Practitioner's name and password used to access the Account from misuse.

15.2. The Company reserves the right to assume exclusive protection and control in relation to any cases that would otherwise fall under the provisions on compensation of losses by the Practitioner to the Company, in which case the Practitioner undertakes to cooperate with the Company using any available legal remedies. This provision remains in full legal force regardless of the termination of the Practitioner's use of Spirit Up for any reason.

CHANGING THE AGREEMENT

16.

16.1. To the maximum extent permitted by applicable law, the Company reserves the right to unilaterally modify, update, supplement, revise or otherwise modify this Agreement in order to comply with new applicable law and/or regulations, and/or improve Spirit Up, as well as establish new or additional rules, policies or conditions regarding Spirit Up, notifying or not notifying the Practitioner about it.

16.2. The Company has the right to notify the Practitioner of the amendments made to this Agreement by sending an email to the email address specified by the Practitioner in his Account during registration (if applicable), or by posting a message with such notification in Spirit Up, or by posting a message with such notification in the Account in Spirit Up.

16.3. All amendments to this Agreement will immediately enter into force and be incorporated into the Agreements upon the sending or posting of such notification.

16.4. The Practitioner is solely responsible for regularly reviewing this Agreement. The use of Spirit Up or any of its parts or functionality after any changes to this Agreement have been posted on Spirit Up or otherwise made available for review will be considered an expression of the Practitioner's agreement with such changes, and will reflect a willingness to commit to them. If the Practitioner does not agree with any of these changes, the only available form of refusal is to stop using Spirit Up and then delete the Account.

THE AUTONOMY OF PROVISIONS

17.

17.1. If a court of competent jurisdiction finds any part of this Agreement to be contrary to the law, invalid, void, or for any reason unenforceable, such provision will be considered separable from this Agreement and will not affect the validity and enforceability of any other provisions of this Agreement. Agreements.

JURISDICTIONS

18.

18.1. Spirit Up complies with and takes measures to ensure that the functions of Spirit Up and its content comply with the requirements of applicable laws and regulations of the States in which Spirit Up is available. Spirit Up may be linked to other applications and/or websites created and/or operated by the operating divisions of the Company and its subsidiaries, some of which are located, hosted, or intended to be accessed and used outside the jurisdiction of the Practice's location. Such applications and websites may contain information and content intended only for that specific country of origin. The Company reserves the right to restrict access to Spirit Up and the possibility of using Spirit Up for any person, geographical region or jurisdiction. Any offer of any product or service made through Spirit Up is invalid where it is prohibited.

19.

APPLICABLE LAW

19.1. This Agreement is governed by and is subject to interpretation in accordance with the laws of the Russian Federation, without regard to its conflict of laws provisions.

BINDING ARBITRATION. DISPUTE RESOLUTION

20.

20.1. The Parties undertake to take reasonable measures to ensure that any disputes, disagreements, or claims arising in the course of fulfilling their obligations and under this Agreement are resolved through negotiations.

20.2. All disputes, disagreements or claims arising out of or in connection with this Agreement, including those relating to its execution, violation, termination or invalidity, are subject to resolution at the Arbitration Institute of the Stockholm Chamber of Commerce under the simplified Rules.

20.3. The Company's failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. This provision retains its full legal force regardless of the termination of the Practitioner's use of Spirit Up for any reason.

20.4. No waiver of proceedings in respect of any non-performance, condition, or violation of this Agreement shall constitute a waiver of proceedings in respect of any other non-performance, condition, or violation of this Agreement, whether similar or otherwise in nature.

21.

CHANGE OF OWNERSHIP

21.1. In the event of a merger, acquisition or sale of all or some of the Company's assets, or in connection with the merger, acquisition or sale of all or some of the assets related to Spirit Up, the subsequent owner or operator of the Practice acknowledges that his registration data, data on his use of Spirit Up and personal data contained in the relevant database used Spirit Up may be disclosed to a subsequent owner or operator of Spirit Up, as well as used by such a person, to the extent that the Company cedes its rights and obligations with respect to such information. In the event of such a merger, acquisition or sale, the fact that the Practitioner continues to use Spirit Up indicates his acceptance of the terms of use and privacy policy of the subsequent owner or operator of Spirit Up. This provision retains its full legal force regardless of the termination of the Practitioner's use of Spirit Up for any reason.

22.

OTHER PROVISIONS

22.1. The terms and conditions set forth in this Agreement are the fundamental terms of the license agreement and constitute the entire agreement between the Company and the Practitioner regarding its subject matter – the use and access to Spirit Up.

22.2. The Company will not be liable for any failure to fulfill its rights or obligations under this Agreement if such failure occurred due to or due to circumstances beyond the Company's objective control, which may include, but under no circumstances are limited to, force majeure.

22.3. Under no circumstances shall the Company be liable for the actions (omissions) of Users and third parties and for circumstances of force majeure (force majeure) that caused moral and (or) material harm, as well as harm to life and health, regardless of whether the Company could have foreseen the possibility of such harm and the possibility of eliminating it or could not.

22.4. Under no circumstances can the Company be involved as a Party to disputes between Users, between the Practitioner and third parties, between the Practitioner and government authorities.

22.5. The provisions of this Agreement, which should remain in force for their intended purpose or in their essence after the termination of the use of Spirit Up, will be valid and continue to be legally valid after such termination for any reason.

22.6. The Practitioner is not entitled to assign his rights and obligations under this Agreement in whole or in part to any third party, and any attempt to assign in violation of this provision will be considered null and void.

22.7. The Company has the right to assign the rights and obligations under this Agreement without the consent of the Practitioner at any time.

22.8. The Practitioner must independently ensure the availability of all necessary facilities, connections and equipment required to access and use Spirit Up, including, but not limited to, suitable computer and/or mobile equipment and Internet connections, under their sole responsibility and at their own expense.

22.9. The use of Spirit Up involves the transmission of data through the networks of an Internet service provider or a mobile operator. The Internet service provider or mobile operator may charge for such data services. The practitioner may also need to make payments to third parties in connection with the use of Spirit Up. The Company does not assume and does not bear any responsibility for the payment of any such payments by the Practitioner in favor of third parties.

22.10.Regardless of the above, any additional terms that are explicitly contained in or made available through Spirit Up at any given time will govern the facilities, functions, services, or the User's relationship with the Company to which they relate.22.1. The terms and conditions set forth in this Agreement are the fundamental terms of the license agreement and constitute the entire agreement between the Company and the Practitioner regarding its subject matter – the use and access to Spirit Up.

22.4. Under no circumstances can the Company be involved as a Party to disputes between Users, between the Practitioner and third parties, between the Practitioner and government authorities.

22.7. The Company has the right to assign the rights and obligations under this Agreement without the consent of the Practitioner at any time.

23.1. To send comments or questions regarding access to Spirit Up and/or use of Spirit Up, or regarding this Agreement, please contact the Company using the following contact information:

23.1.1. Company address: 5 Gzhatskaya Street, building 8, apartment 92, Moscow, 121471

23.1.2. For general and technical issues: sup@spiritup.club

23.

CONTACTS