Public offer agreement

PUBLIC OFFER AGREEMENT FOR THE PROVISION OF SERVICES

Version of 18.06.2025

This document is an official public proposal (offer) of Imperiya Auto Digital Limited Liability Company, a legal entity registered under the laws of Ukraine (EDRPOU identification code: 45800487), with its registered address at: 01032, Ukraine, Kyiv, Zhylianska street, building 126/23, office 220 (the «Provider» or the «Company»), to conclude an agreement on the provision of information and advertising services on the terms set out below with any individual or legal entity (the «Customer» or the «User»).

This Agreement is concluded by the Customer's full and unconditional acceptance of the terms of this public offer.

1. DEFINITION OF TERMS

1.1. Platform – the online service available at "https://imperiya-auto.com.ua" and in the Company's mobile applications, which is a communication venue for publishing listings for the sale of vehicles.

1.2. User – any individual or legal entity that visits and/or uses the Platform.

1.3. Customer – a User who has registered on the Platform and/or published a Listing, thereby accepting this Offer.

1.4. Listing – an information message containing data about a vehicle (make, model, price, specifications, photos, etc.) offered for sale by the Customer.

1.5. Account – the Customer's personal area on the Platform, created after registration, which allows managing Listings and Services.

1.6. Services – the set of information and advertising services provided by the Provider to the Customer, including basic publication of Listings and additional paid services for their promotion.

1.7. Tariffs – the cost and conditions for the provision of paid Services, calculated for each Listing and shown to the Customer at the stage of selecting and/or paying for the Service directly on the Platform.

1.8. Acceptance of the Offer – the Customer's full and unconditional acceptance of the terms of this Agreement by performing one of the following actions: registering on the Platform, creating a Listing or paying for any Service.

2. GENERAL PROVISIONS

2.1. This Agreement is a public accession agreement in accordance with Article 634 of the Civil Code of Ukraine. Any use of the Platform by a User, including viewing pages, means their full agreement with the terms of this Agreement. If the User does not agree with the terms, they must immediately stop using the Platform.

2.2. The Platform is a communication venue that gives Customers the technical means to publish Listings. All purchase and sale transactions are concluded directly between Users (the seller and the buyer). The Company is not a party, participant or intermediary in these transactions.

2.3. The Company administers the Platform but is not responsible for the content, accuracy or lawfulness of the information published by Customers in Listings.

2.4. The procedure for the collection, processing and protection of personal data is governed by a separate document – the Privacy policy, which is an integral part of this Agreement.

3. SUBJECT OF THE AGREEMENT

3.1. The Provider undertakes to provide the Customer with Services for the publication and/or promotion of Listings on the Platform on the terms set out in this Agreement and the Tariffs, and the Customer undertakes to comply with the Platform's rules and to pay for paid Services.

3.2. All Services are provided «as is». The Provider does not warrant that the Platform will meet the Customer's specific purposes or expectations and does not guarantee any particular outcome from the use of the Services (for example, a guaranteed sale of a vehicle).

4. RULES FOR PUBLISHING LISTINGS

4.1. The Customer bears full responsibility for ensuring that the content of their Listings complies with the requirements of the applicable law of Ukraine and the terms of this Agreement.

4.2. It is prohibited to publish Listings that:

• Contain knowingly false, inaccurate or incomplete information about the vehicle.
• Infringe the intellectual property rights of third parties (use of other people's photos or logos).
• Contain offers to sell vehicles encumbered by the rights of third parties, stolen vehicles or vehicles with forged documents, etc.
• Contain contact information, links to third-party resources or advertising of other goods/services in the description or in photos, other than in the fields specifically provided for this.
• Duplicate existing active Listings from the same Customer.

4.3. Content requirements:

• Photos must depict the actual vehicle being sold and must belong to the Customer.
• The description must be accurate and relate solely to the vehicle being offered.
• The price stated in the Listing must be current and genuine.

4.4. Moderation: The Provider has the right, at its own discretion, without prior notice or explanation, to edit, block or delete Listings that breach the terms of this Agreement, and also to restrict the offending Customer's access to the Platform.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The Customer undertakes to:

• Comply with the terms of this Agreement and the Platform's rules.
• Provide complete, accurate and truthful information when registering and creating Listings.
• Be responsible for keeping their login and password confidential.
• Pay for paid Services in full and on time in accordance with the Tariffs.
• Independently and at their own expense settle all third-party claims relating to the content of their Listings.

5.2. The Customer has the right to:

• Use the Platform's Services in accordance with the terms of this Agreement.
• Manage their Listings through their Account.

5.3. The Provider undertakes to:

• Make reasonable efforts to ensure the proper operation of the Platform.
• Provide the Services in accordance with the terms of this Agreement.

5.4. The Provider has the right to:

• Modify the Platform at its own discretion.
• Carry out short-term technical work aimed at improving the functionality of the Platform and its server infrastructure.
• Make changes to this Agreement and the Tariffs unilaterally. A Customer who does not agree with the changes must stop using the Platform.
• Change the cost, types of Services and their duration, add new Services, discontinue or change current Services. Prepaid Services will be provided at the tariff in effect on the date of payment.
• Edit or delete Listings or other information if they do not contain specific information about the vehicle or service, if the stated price does not correspond to the actual price, or if they are incorrect or attract justified complaints from other Users. The Customer who published such information is not always separately notified of this. The Company decides on the removal of information at its own discretion.
• Refuse to communicate with a User or block their Account if they use insulting, threatening or obscene language towards the Company's representatives, and also, in the cases provided for by the law of Ukraine, to contact law enforcement authorities.
• Use for its own purposes (for example, to develop advertising materials or publish them on partners' sites) publicly available materials published by the Customer on the Platform, without transferring the Customers' personal data.
• Block the Customer's phone number and/or access to the Account if they breach the terms of this Agreement (more than once). A ban on active operations on the Platform may be temporary or permanent (for example, if breaches have been repeated more than twice).
• Delete any information from the Platform and/or prohibit full or partial access to the Platform for any User at the Company's own discretion.
• Delete photos from Listings that have been in the Platform's archive for more than one calendar year. The archive means the section of the Platform where Listings are stored after their publication period ends or after the Customer removes them from search.
• Request documents from the Customer (including licences, certificates of registration of a sole trader/legal entity, identity documents, vehicle registration certificates, etc.) confirming the lawfulness of the sale or provision of services and/or identifying the person. Documents may be provided as scanned copies or presented during a video call. The procedure for providing documents is determined by the Company at its own discretion.
• Require the Customer to photograph the subject of the Listing in real time (for example, against a sheet of paper with the wording «for Imperiya Auto», the date and the Customer's phone number).
• Require the Customer to hold a video call to confirm the existence and accuracy of the information about the subject of the Listing. If the Customer refuses or the call does not take place within 3 (three) calendar days, the Customer's Listings may be moved to the archive.
• Refuse to publish Listings if they do not match the subject matter of the sections, breach this Agreement, or if the Customer has not fulfilled the obligations set out in clause 5.4. (in particular regarding the provision of documents or verification). The Company also has the right to limit the number of Listings from a single Customer without giving reasons.
• Make changes to and/or edit the text of a Listing if there are grounds to believe that it contains inaccurate information (for example, a discrepancy with state registers). In that case the Customer has the right to provide supporting documents, and if the information is confirmed, the Listing remains in the Customer's version. Otherwise it remains in the Company's version, or the Customer may demand the removal of the Listing and a refund (if this is provided for by this Agreement).
• Store and display on the Platform information about the vehicle's history (re-registration dates, involvement in accidents, service centre visits, auction data, publications on the Platform, archived encumbrances). This is done to provide users with reliable information and may be used by the Company to provide additional services.
• Refuse or suspend the provision of Services that have already been paid for in cases where the Customer spreads false information about the Platform's services, damages the Company's reputation or trademark, uses the Company's intellectual property without permission, or otherwise breaches the terms of the Agreement. In such cases the Company refunds the money within 14 business days upon the Customer's written application, unless this contradicts the terms of the Agreement. The Customer has the right to provide evidence to the contrary, and the Company will consider the request within 30 days.

6. RULES OF MODERATION AND INTERACTION

6.1. The Company makes every effort to verify the information published by Customers on the Platform, but does not guarantee its absolute accuracy and is not responsible for the content of Listings. Responsibility for the content of Listings lies with the Customers who published them.

6.2. All Listings published on the Platform are considered the property of the Customers who published them until proper evidence to the contrary is provided. Users acquire no rights to use information published by other Customers and bear full responsibility to the owner of the information for unlawful use.

6.3. Prohibited actions: The Customer is prohibited from:

• Buying the Company's Services for the purpose of reselling them to third parties without a separate written agreement with the Provider. If such a fact is discovered, the Provider has the right to suspend the provision of services and delete the Listing without a refund.
• Using the logos of the Platform's projects and services in the Customer's personal photos or logos and/or in photos of vehicles, unless provided for by the terms of the relevant Paid Service package.
• Publishing Listings for the sale of vehicles on credit/in instalments (describing credit schemes), from tenders or auctions, for rental, or offering other services not directly related to the sale of a vehicle.
• Publishing Listings about buying vehicles, and also stating in any fields (description, comments, photos/video) services (importing, ordering), addresses of other platforms, or contact details (other than in the fields specifically provided).
• Publishing Listings belonging to other categories (vehicle dismantling, service centres, tuning, spare parts, documents, licence plates, etc.) in the sections intended for the sale of complete vehicles.
• Publishing Listings about damaged vehicles without the relevant markings («after an accident», «not roadworthy», «needs repair»).
• Stating false information in the Listing fields relating to the vehicle's technical specifications, model year, mileage, etc.
• Publishing information about a vehicle in a section that does not correspond to its make, model and/or model year.
• Publishing photo and video materials that do not relate directly to the vehicle or that have been copied from other Customers' Listings. Photos/videos must depict only one vehicle, without other objects, and in the condition it is in at the time of publication.
• Publishing Listings for the sale of vehicles on foreign registration without the relevant «Not customs-cleared» marking, or vehicles that cannot be customs-cleared under the law of Ukraine.
• Publishing Listings for the sale of new vehicles (no more than 2 years old, with minimal mileage, without a first registration at a Ministry of Internal Affairs service centre, or with photos from a dealership) in the «Used cars» section, if the Customer is not a business entity engaged in vehicle trading.
• Publishing Listings for the sale of unregistered vehicles, or vehicles that cannot be re-registered under the law of Ukraine (without documents, with an unnumbered body, except in cases of confirmed damage).
• Stating different prices for a vehicle in the «price» field and in the Listing description. The price must be genuine and must not differ from the average market value of similar vehicles by more than 30%.
• Publishing Listings for the sale of several vehicles in a single Listing.
• Publishing Listings without a photo of the vehicle.
• Deleting all photos after the Listing has been published.
• Publishing Listings for the sale of children's vehicles in the sections for adult vehicles.
• Overusing capital letters in text fields, or using inappropriate data (price, phone numbers, postal addresses, email, links, names of companies, dealerships, etc.).
• Creating more than one Account for the same phone number or stating an incorrect/unreliable phone number.
• Uploading, storing, publishing or distributing any information that is unlawful, harmful, threatening, defamatory, offensive, obscene or pornographic, contains scenes of violence or extremist materials, promotes discrimination, criminal activity or fraud, infringes the rights of third parties or contains viruses.
• Stating company names, websites or contact details in the «User name» field.
• Carrying out unlawful collection and processing of other people's personal data (parsing).
• Publishing Listings relating to the sale/rental of vehicles located in the temporarily occupied territories of Ukraine.
• Using the Platform's Services while located in the temporarily occupied territories of Ukraine.

7. COMPLAINTS PROCEDURE

7.1. The Company treats the actions of a Customer who copies text information or photos of other Customers as an infringement of copyright and of the intellectual property rights of third parties. If complaints about copying are received, the Company considers valid the data that was published on the Platform earlier.

7.2. Customers' complaints are considered within 10 business days. If a complaint is confirmed, the Company deletes the relevant content. The Company considers only complaints relating to activity on the Platform.

7.3. The Company does everything it can to help stop attempted fraud and responds to complaints and information about possible cases of fraud. At the request of law enforcement authorities, the Company immediately provides all necessary information within its technical capabilities and applicable law.

7.4. Information added to the Platform by the Customer may be displayed with a delay of between a few minutes and 3 business days. The Company reserves the right not to display and/or to delete the Customer's information that breaches the terms of this Agreement.

7.5. The Customer has the right to submit an application/complaint/claim to the Company. In that case the Company has the right to identify the Customer (in particular via video call) and to request the documents needed to consider the request (passport, ID card, payment documents). The Company reserves the right not to respond to Customers who have not confirmed their identity.

8. PAID SERVICES AND PERSONAL ACCOUNT

8.1. The Customer may use paid Services, which are available only to registered Users of the Platform.

8.2. An ordered Service cannot be cancelled or suspended after it has been activated.

8.3. If the Customer themselves moves paid Listings to the «Archive» (hiding them from search) or deletes them entirely from the Platform, no refund is provided, since the Customer independently interrupted the use of the paid Service.

8.4. If a paid Listing is deleted because of a breach of the terms of this Agreement, the money paid is not refunded and is not credited towards the Customer's other Listings. If the Customer makes changes to a Listing that constitute grounds for its removal, the Company moves such a Listing to the archive without the possibility of editing. The Customer may submit a written application for a refund, providing supporting documents, if this is provided for by clause 8.4 of this Agreement.

8.5. Provision of primary accounting documents: The Company sends the certificate of acceptance of the services performed and/or other primary documents to Customers who have been identified, through an electronic document management system or by additional agreement. The Customer must sign the certificate of acceptance of the services performed within five calendar days. Failure to sign the certificate without comments within that period is deemed to be its acceptance.

9. TERM OF THE AGREEMENT AND DISPUTE RESOLUTION PROCEDURE

9.1. This Agreement takes effect from the moment of its Acceptance by the Customer and remains in force until the Customer's Account is deleted or the Agreement is terminated by the Provider.

9.2. The Provider has the right at any time to terminate this Agreement unilaterally by blocking the Customer's Account in the event of the Customer's breach of the terms of this Agreement.

9.3. All disputes arising between the Parties are settled through negotiations. If agreement cannot be reached, the dispute is referred to a court in accordance with the applicable law of Ukraine.