LIMITED LIABILITY PARTNERSHIP "PanDev"
BIN: 230140037871
Mail: bakbergenov@pandev.io
Phone: +7 747 451 9454
Telegram: @mbakbergenov
Version dated February 09, 2026

LICENSE AGREEMENT IN THE FORM OF A PUBLIC OFFER

This License Agreement in the form of a Public Offer (hereinafter — the Agreement), in accordance with paragraph 5 of Article 395 of the Civil Code of the Republic of Kazakhstan, constitutes a public offer (oferta) of the Limited Liability Partnership «PanDev», BIN 230140037871 (hereinafter — the Licensor), addressed to an indefinite number of persons for the purpose of granting a Non-Exclusive License and other related services (hereinafter — the Services).

This Agreement governs the general terms and conditions for the provision of a Non-Exclusive License and other related services by the Licensor to persons (natural persons, individual entrepreneurs, and legal entities regardless of the form of ownership) who have accepted the terms of this Agreement (hereinafter — the Licensee).

The terms of the Agreement are established by the Licensor unilaterally in accordance with the legislation of the Republic of Kazakhstan and are accepted by the Licensee solely by adhering to the Agreement as a whole.

The performance of conclusive acts (conduct) by the Licensee shall constitute the Licensee's unconditional acceptance of the terms of this Agreement and adherence thereto in full.

The fact of the Licensee's adherence to and acceptance (acceptance) of the terms of this Agreement shall be deemed to have occurred upon the performance by the Licensee of the following (conclusive) actions: registration on the Licensor's platform (https://workspace.pandev.io/auth), and subsequently, upon making amendments and additions to the Agreement — the payment of the Licensor's remuneration after the publication of a new version of the Agreement on the Licensor's website (paragraph 3 of Article 396 of the Civil Code of the Republic of Kazakhstan).

1. TERMS AND DEFINITIONS

  • 1.1. "Software Product" (Software) — the software "PanDev Metrics", including any updates, patches (bug-fixes), plugins and add-ons, available on the Licensor's Website, integrable with the Licensee's system, and enabling the generation of metrics, reports, and other functionally accessible indicators. The description of the features of the Software Product and the tools included therein is available on the Website at https://pandev.io/ru (hereinafter — the Website). All rights to the Software Product and its constituent elements, collectively and separately, belong to the Licensor in full. No provision of this Agreement may be construed as a transfer (alienation) of exclusive rights to the Software Product to the Licensee or permission to use it in ways not provided for in the Agreement.
  • 1.2. "License" (License) — a simple (non-exclusive), non-transferable, and non-sublicensable license to use the Software Product granted by the Licensor. The grant of a License under this Agreement means providing remote access to the functionality of the Software Product (SaaS) via the Internet.
  • 1.3. "License Term" (License Term) — the period of validity of the License, upon expiration of which access to the Software Product is completely closed for the Licensee.
  • 1.4. "Rates" (Tariffs) — the Licensor's price list, available at https://pandev.io/ru in the "Pricing" section, which determines the amount of the license fee and the paid functionality of the Software Product provided therefor. At the same time, the Licensor shall have the right to establish special terms and conditions of Tariffs determined by it in a commercial proposal or in separate agreements sent to and signed by the Parties.
  • 1.5. "Users" (Authorized Users) — employees or persons authorized by the Licensee to access the Software Product and included in the licensing metric.
  • 1.6. "Licensee's Developer" (Customer Developer) — an active user of the Licensee's infrastructure in respect of whom data is collected, analyzed, and/or displayed within the Software Product for the purpose of objectively measuring their performance.
  • 1.7. "Support" (Support Services) — technical assistance and consultations, including error resolution.
  • 1.8. "Response Time" (Response Time) — the maximum period for the Licensor to respond to a Licensee's inquiry via Telegram — 1 (one) business day.
  • 1.9. "Support Channel" (Support Channel) — the Telegram chat or other agreed means of communication used for receiving and processing Licensee's requests.
  • 1.10. "Reverse Engineering" (Reverse Engineering) — examination of the Software Product as a whole or any part thereof, as well as product documentation, for the purpose of reproducing a similar product.
  • 1.11. "Billing Period" (Billing Period) — a calendar month for which the cost of the License is calculated.
  • 1.12. In calculations between the Parties, the period "month" means 30 calendar days, and the period "year" means 365 days.
  • 1.13. Other terms shall be interpreted in accordance with the legislation of the Republic of Kazakhstan.

2. SUBJECT MATTER OF THE AGREEMENT

2.1. The Licensor, being the rightholder and owner of the exclusive rights to the software product "PanDev Metrics", and having the exclusive right to distribute the Software Product "PanDev Metrics", grants the Licensee the right to use the Software Product and its functionality under the terms of a simple (non-exclusive) license, to the extent and under the conditions provided for in this Agreement, and the Licensee undertakes to use the Software Product under the terms of this Agreement and pay the license fee for its use in accordance with the selected Rate and additional options.

2.2. The Licensor provides technical support (Support), including the correction of technical errors of the Software Product itself, if any, in the manner and to the extent determined by this Agreement.

2.3. The collection, storage, use, and protection of personal data are governed by a separate document — the "Personal Data Processing Policy" (hereinafter — the Policy), published on the Website. The Policy constitutes an integral part of this Agreement, and the Licensee confirms its agreement with its provisions at the time of acceptance of this Agreement.

2.4. Accordingly, the Agreement consists of:

  • The "License Agreement" — permanently available in public access on the Licensor's Website;
  • The "Personal Data Processing Policy" — permanently available in public access on the Licensor's Website.

3. REGISTRATION

3.1. Registration is deemed completed at the moment the Licensee submits a completed electronic form to the Licensor via the Website functionality.

3.2. Prior to submitting the electronic form, the Licensee is obliged to read and understand the provisions of the Agreement. By submitting the electronic form, the Licensee confirms that the terms of the Agreement are understood and accepted in full.

3.3. The Licensee and the person authorized by the Licensee for Registration and filling in information in the Personal Account represent and warrant that they act in good faith, and that:

  • 3.3.1. The Licensee is a duly established and registered legal entity, individual entrepreneur, or capable natural person;
  • 3.3.2. The person acting on behalf of the Licensee possesses sufficient authority to perform such actions, including the conclusion of the Agreement and transfer of information (including personal data) to the Licensor;
  • 3.3.3. The Licensee has obtained all consents, permits, approvals, and authorizations necessary for the conclusion and performance of the Agreement.

3.4. The Licensor reserves the right to request confirmation of authority and provided information from the Licensee at any time. In the event of failure to provide confirmation within a reasonable time, the Licensor shall have the right to suspend access to the Personal Account and the use of the Software Product.

4. SCOPE AND ACTIVATION OF THE LICENSE

4.1. The Licensor provides the Licensee with the opportunity to use the Software Product both on a paid basis (with access to paid functionality) and on a free basis with limited functionality, depending on the mode of use and/or Rate selected by the Licensee.

4.2. Use of the Software Product under the free (limited) functionality does not release the Licensee from compliance with the terms of this Agreement. Licensees using the Software Product without paying a license fee shall bear the same obligations, liability, and restrictions as Licensees using paid functionality, with the exception of rights directly related to the scope of paid functionality.

4.3. Access to the paid functionalities of the Software Product is granted to the Licensee from the date the license fee is received. In the event of problems with access, the Licensee is obliged to immediately contact the Licensor to identify and eliminate the causes obstructing access. If no corresponding inquiry is received from the Licensee within 5 (five) business days from the date of payment, access shall be deemed duly provided.

4.4. Access to the Software Product shall cease upon exhaustion of the license fee paid by the Licensee.

4.5. The License Term (validity period of the License) is defined in Section "License Term" of this Agreement.

4.6. The License is granted for the duration of the License Term and includes the right to use all functionality of the Software Product in accordance with its intended purpose, including using the built-in functional capabilities, under the terms established by the Agreement.

4.7. The Licensee is prohibited from:

  • transferring, selling, leasing, renting, sublicensing, or otherwise distributing the Software Product to third parties (including partners, contractors, clients, etc.), unless otherwise provided for in a separate written agreement with the Licensor;
  • providing access to the Software Product via remote connections, APIs, or other technical means to third parties;
  • altering, adapting, modifying, localizing, or otherwise making changes to the Software Product, including the user interface, database structure, data processing logic, or other components;
  • creating derivative works based on the Software Product or breaking images;
  • performing Reverse Engineering, including but not limited to:
    • - decompilation, disassembly, decryption, and code analysis;
    • - reconstruction of source code, algorithms, architecture, or operating logic of the product;
    • - analysis for the purpose of copying, reproducing, or creating functionally similar solutions.
  • The prohibition on Reverse Engineering applies regardless of the purposes for which it is performed.
  • incorporating the Software Product into other software solutions, platforms, or services intended for distribution to third parties.

5. SUPPORT

5.1. Support includes the Licensor's services specified in this Agreement. The cost of the Licensor's services within Support is included in the cost of the License.

  • Consultations on the use of the Software Product;
  • Elimination of technical errors of the Software Product itself, if any;
  • Providing technical feedback on the Licensee's inquiries, including recommendations, instructions, and clarifications related to the operation of the Software Product.

5.2. The Licensor ensures the provision of feedback to the Licensee's inquiries within technical support within one business day from the receipt of the inquiry through an agreed communication channel. The resolution time of a request within technical support is determined in consultation with the Licensee.

5.3. Support is provided remotely during the Licensor's business hours via the Telegram messenger (or another channel agreed upon by the Parties). A request is deemed received at the moment of its delivery to the Licensor in the specified channel during business hours.

5.4. Support does not extend to incidents caused by the actions of third parties, improper operation, as well as the use of the Software Product outside the terms provided for by this Agreement or in violation of the product usage rules published on the platform at the URL: https://pandev.io/ru

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. Under this Agreement, the Licensor undertakes to:

  • 6.1.1. Grant the Licensee access to the functionality of the Software Product in accordance with the terms of this Agreement and the selected Rate;
  • 6.1.2. Ensure the operation of the Software Product, except for periods of scheduled technical maintenance, emergency situations, and force majeure events;
  • 6.1.3. Take reasonable measures to ensure the confidentiality of the Licensee's data in accordance with the Personal Data Processing Policy;
  • 6.1.4. Provide Support in accordance with the terms of the Agreement;
  • 6.1.5. Timely inform the Licensee about changes to the terms of the Agreement, Rates, and functionality of the Software Product by publishing relevant information on the Website and/or sending a notification to the Personal Account/email address of the Licensee.

6.2. The Licensor shall have the right to:

  • 6.2.1. Unilaterally amend the terms of this Agreement, Rates, and functionality of the Software Product. Changes shall enter into force from the moment they are published on the Website, unless a different effective date is specified upon publication;
  • 6.2.2. Suspend or restrict access to the Software Product in the event of a breach by the Licensee of the terms of the Agreement, including in case of late payment, actions creating a threat to the security of the service or infrastructure of the Licensor, as well as in case of infringement of intellectual property rights;
  • 6.2.3. Conduct scheduled and unscheduled technical, preventive, and maintenance work accompanied by temporary unavailability of the Software Product, with prior notification of the Licensee where technically feasible;
  • 6.2.4. Engage third parties to perform its obligations under the Agreement without obtaining additional consent from the Licensee, remaining responsible for their actions before the Licensee;
  • 6.2.5. Use the name, trademark (service mark), and logo of the Licensee for marketing and advertising purposes, including indicating the Licensee as a client of the Software Product on the Licensor's Website and in presentation materials, unless the Licensee has explicitly prohibited such use in writing.

6.3. The Licensee undertakes to:

  • 6.3.1. Use the Software Product exclusively in accordance with the terms of this Agreement, the applicable legislation of the Republic of Kazakhstan, and the functional purpose of the product;
  • 6.3.2. Timely and fully pay the license fee in accordance with the selected Rate;
  • 6.3.3. Ensure the security and confidentiality of authentication credentials (logins, passwords, API keys) used to access the Personal Account, and bear responsibility for all actions performed using them;
  • 6.3.4. Immediately notify the Licensor of unauthorized access to the Personal Account or compromise of credentials;
  • 6.3.5. Not transfer the rights to use the Software Product to third parties without the prior written consent of the Licensor;
  • 6.3.6. Not perform actions aimed at destabilizing the Software Product, overcoming security mechanisms, gaining unauthorized access to the source code, databases, and other components of the service, and refrain from any forms of Reverse Engineering;
  • 6.3.7. Independently ensure the technical feasibility of using the Software Product (Internet access, compatible hardware and software);
  • 6.3.8. Guarantee the presence of lawful grounds and all necessary consents of personal data subjects for the transfer and processing of data within the use of the Software Product.

6.4. The Licensee shall have the right to:

  • 6.4.1. Use the functionality of the Software Product within the granted rights and the selected Rate;
  • 6.4.2. Receive Support in the manner and to the extent provided for in this Agreement;
  • 6.4.3. Unilaterally terminate the use of the Software Product by sending written notice to the Licensor, whereby previously paid license fees shall not be refunded;
  • 6.4.4. In the event of identification of improper performance of obligations by the Licensor, submit reasoned claims to the Licensor in the manner prescribed in Section "Dispute Resolution" of this Agreement.

7. TERMS AND PROCEDURE FOR PAYMENTS

7.1. For the grant of the right to use the paid functionality of the Software Product, the Licensee shall pay the Licensor a license fee in accordance with the selected Rate and/or connected Additional Options.

7.2. All Rates and prices for Additional Options on the Licensor's Website are quoted in US Dollars (USD). Payment of the license fee shall be made in US Dollars (USD) or in another currency agreed upon by the Parties or offered by the payment service during checkout. In case of payment in a currency other than US Dollars, conversion shall be carried out at the exchange rate of the relevant payment system, card issuing bank, or acquiring bank at the time of transaction. All expenses related to currency conversion, interbank fees, and payment service fees shall be borne by the Licensee.

7.3. In the event of incomplete payment of the license fee, including due to deduction of fees, application of unfavorable exchange rates, or actions of payment intermediaries, the Licensee's payment obligation shall be deemed unfulfilled. In such case, the Licensor shall have the right to suspend or not grant access to the paid functionality until receipt of the full license fee amount in US Dollars.

7.4. The license fee shall be paid by a method that allows identification of the Licensee, using payment systems, online acquiring services, or by bank wire transfer based on an invoice issued by the Licensor. The Licensee's payment obligation is deemed performed solely upon receipt of funds into the account of the payment system or the settlement account of the Licensor. Transfer times may take up to 3 (three) banking days and do not depend on the will or actions of the Licensor.

7.5. The Licensor is not a payment infrastructure operator and does not control the operation of payment systems, banks, processing centers, and other third parties involved in processing payments. The Licensor shall not be liable for temporary unavailability, technical failures, errors, delays, payment rejections, blocked transactions, chargebacks, or other malfunctions in the operation of such systems. In case of any issues related to payment processing, the Licensee undertakes to independently resolve such matters with the relevant payment system, bank, or other financial intermediary.

7.6. If the Licensor issues an invoice for the license fee, such invoice shall be paid by the Licensee within a period not exceeding 10 (ten) calendar days from the date of its issuance, unless another period is specified in the invoice. If the invoice is paid after the specified deadline, currency conversion shall be carried out at the rate applicable on the date of actual payment, with the currency risk borne entirely by the Licensee.

7.7. Upon activation of a recurring (periodic) payment, the Licensee unconditionally consents to automatic non-acceptance debiting of funds from the Licensee's bank card or other payment instrument in the amount of the license fee for the corresponding billing period. The Licensee is solely responsible for maintaining valid and sufficient funds on the payment instrument used.

7.8. The Parties agree that a third party may act as the payer under this Agreement. In such case, the Licensee shall be fully liable for the actions of such payer and is obliged to ensure the inclusion in the payment description of details allowing unambiguous identification of the Licensee. The absence or inaccuracy of such details cannot be considered proper performance of the payment obligation.

7.9. The Licensee shall have the right to unilaterally change the Rate in use and/or the composition of Additional Options via the Personal Account. The change of Rate takes effect from the moment of confirmation of the relevant action and payment of the license fee in the new amount, unless otherwise provided by the terms of the specific Rate.

7.10. In the event the limits established by the selected Rate are exceeded (including but not limited to the number of users, developers, volume of functional use, or other metrics), the Rate and/or Additional Options are automatically changed to the corresponding Rate with higher value. The Licensor shall have the right to recalculate the license fee, and the Licensee undertakes to pay the resulting difference.

7.11. Upon a change of Rate and/or the connection, modification, or disconnection of Additional Options, the term of access to the paid functionality of the Software Product changes proportionally to the payment made, without the necessity of signing supplementary agreements.

8. LICENSE TERM

8.1. The Agreement enters into force on the date of acceptance and is valid for 1 (one) year. If neither Party notifies the other Party in writing of termination of the Agreement 30 (thirty) business days before the expiration of the Agreement, the term of the Non-Exclusive License shall be deemed extended for 1 (one) year. The number of extensions is unlimited.

8.2. The Licensor shall have the right to unilaterally terminate the Agreement and/or block access to the Software Product in the event of a breach by the Licensee of the terms of the Agreement, including but not limited to: infringement of exclusive rights of the Licensor, breach of payment terms, transfer of credentials to third parties, or performing Reverse Engineering.

8.3. The Licensor shall have the right to unilaterally and out of court terminate the Agreement by giving written notice to the Licensee 30 (thirty) calendar days prior to the intended termination date by sending a notification to the Licensee's email address or via the Personal Account. In this case, the Licensor shall refund the unused portion of the paid license fee calculated proportionally to the remaining paid period.

9. WARRANTIES

9.1. The Licensee confirms and warrants the following:

  • 9.1.1. The Licensee has all necessary authority to enter into, perform, and comply with the terms of this Agreement;
  • 9.1.2. The Licensee shall use the Software Product exclusively within the scope of its business activities, in strict compliance with its functional purpose and the terms of this Agreement;
  • 9.1.3. The Licensee acknowledges the exclusive rights of the Rightholder (Licensor) to the Software Product and undertakes not to infringe them;
  • 9.1.4. The Licensee ensures an adequate level of information security, including protection against unauthorized access to its accounts, workstations, and infrastructure;
  • 9.1.5. The Licensee has obtained consents from the Licensee's Developers for the collection, processing, storage, and transfer to third parties of personal data carried out within the operation of the Software Product, as well as for cross-border transfer, if applicable;
  • 9.1.6. All actions performed by the Licensee, its employees, authorized representatives, as well as third parties using the Licensee's account, shall be deemed performed by the Licensee itself and create corresponding rights and obligations for it.

9.2. The Licensor confirms and warrants the following:

  • 9.2.1. The Licensor holds all rights to the Software Product and is authorized to enter into and perform this Agreement;
  • 9.2.2. The availability and operability of the Software Product on a daily basis;
  • 9.2.3. In the event of a breach of the guaranteed availability level, the sole and exclusive compensation for the Licensee is the provision of a commensurate discount or extension of the License Term for the period of unavailability.

10. LIABILITY OF THE PARTIES

10.1. The Parties shall be liable for non-performance or improper performance of their obligations under this Agreement in accordance with the current legislation of the Republic of Kazakhstan and the terms of this Agreement.

10.2. The Licensor shall not be liable for: (1) the dissemination of any information and data by the Licensee or Users when using the Software Product; (2) the security and integrity of information and data of the Licensee or Users when using the Software Product; (3) any delays, failures, incorrect or untimely delivery, deletion, or loss of any information, including personal data.

10.3. The Licensor's liability shall in any case be limited to the amount received under this Agreement for the last billing month prior to the occurrence of the event giving rise to liability.

10.4. The Licensee shall be liable for the accuracy of any information transmitted to the Licensor and for timely updating thereof.

10.5. The Parties shall not be liable for partial or complete loss of information on electronic media if such loss is caused by force majeure circumstances or circumstances beyond the reasonable control of the Party.

10.6. Without the prior written consent of the Licensor, the Licensee shall not, directly or indirectly, perform actions aimed at decompilation, disassembly, or other analysis of the source code, algorithms, or protocols of the Software Product.

10.7. For a breach by the Licensee of the conditions set out in Clause 3.6 of the Agreement, the Licensee undertakes, upon the Licensor's demand, to pay a fine of 2,000,000 (two million) KZT for each violation, and to compensate for documented actual damages caused by such breach.

10.8. The Software Product is provided to the Licensee "as is" (as is), in accordance with the generally accepted principle in international practice. The Licensor does not guarantee that the Software Product will meet the subjective expectations, goals, and perceptions of the Licensee.

10.9. The Licensor shall not be liable for the inability to use the Software Product and/or the Personal Account for reasons beyond the control of the Licensor, including: failures in the operation of the Licensee's equipment, power outages, failures in communication networks or Internet provider services, as well as incompatibility of the Software Product with the Licensee's software.

10.10. The Licensee shall independently bear responsibility for the security of its login and password and for damages that may arise due to unauthorized use thereof.

10.11. The Licensor does not initiate or control the placement by the Licensee within the Software Product of any information and does not affect its content and integrity.

10.12. The Licensor shall not be liable for losses of the Licensee or third parties incurred in connection with the use or inability to use the Software Product, including lost profits, loss of data, or business interruption.

11. FORCE MAJEURE

11.1. Neither Party shall be liable for the complete or partial non-performance of its obligations under this Agreement if such non-performance is caused by force majeure circumstances that arose after the acceptance of the Agreement and which the Party could not foresee or prevent by reasonable measures.

11.2. Such circumstances include, in particular: natural disasters (fires, floods, earthquakes, etc.), military operations, states of emergency, terrorist acts, strikes, civil unrest, regulatory acts or actions of state authorities, blocking or restriction of communication channels, failures in the global Internet network or backbone communication providers, cyber attacks (DDoS, etc.), provided that the Party took reasonable protection measures.

11.3. In the event of force majeure circumstances, the Party for which performance of obligations has become impossible shall notify the other Party thereof in writing immediately, but no later than 5 (five) business days from the occurrence of such circumstances. Confirmation of force majeure shall be an official notice or certificate issued by an authorized governmental body or other competent institution at the location of such circumstances. The said document shall be provided within 30 (thirty) calendar days from the date of notification.

11.4. For the duration of the force majeure circumstances, the performance of obligations under this Agreement shall be suspended. The term for performance of the Parties' obligations shall be extended for the period of such circumstances, as well as for a reasonable period for eliminating the consequences of their impact.

11.5. If the force majeure circumstances and/or their consequences continue for more than 60 (sixty) calendar days, either Party shall have the right to unilaterally terminate this Agreement by sending written notice to the other Party no less than 10 (ten) calendar days before the intended date of termination. In the event of such termination, the Parties undertake to carry out mutual settlements within a reasonable time.

11.6. The occurrence of force majeure circumstances shall not release the Parties from the obligation to interact in good faith with the aim of minimizing the consequences of such circumstances, including seeking temporary or alternative methods of performing the Agreement, if permissible under its terms.

12. INTELLECTUAL PROPERTY RIGHTS

12.1. The Software Product is the result of intellectual activity and the object of the Licensor's exclusive rights, which are governed and protected by the intellectual property legislation of the Republic of Kazakhstan and the norms of international law.

12.2. The algorithms and source codes of the Software Product (including parts thereof) constitute the Licensor's trade secret. Any actions in respect of the Software Product that are not identified in this Agreement as lawful and non-infringing of the Licensor's rights shall be deemed unlawful and regarded as a violation of the Licensor's rights, which shall constitute sufficient grounds for the termination of this Agreement and submission of a claim aimed at protecting the Licensor's infringed rights.

12.3. The Intellectual Property Rights to all methods, methodologies, processes, procedures, techniques, ideas, concepts, know-how, technologies (including, without limitation, models of functions, processes, systems, and data), templates, general structural parameters, sequences and organization of software, user interfaces and screen formats, software tools, general-purpose tools and procedures, as well as the logic, sequence, and methodology of system operation, belong to the Licensor.

12.4. The Licensor warrants that it holds all necessary rights to the Software Product to grant access thereto, including its documentation.

12.5. Liability for infringement of the Licensor's rights with respect to the Software Product shall arise in accordance with the current legislation of the Republic of Kazakhstan.

13. CONFIDENTIALITY

13.1. For the purposes of this Agreement, "Confidential Information" means any information related to the Software Product, its technical characteristics, commercial terms, source code, architecture, documentation, as well as any other information that has actual or potential value and is not subject to disclosure to third parties, unless otherwise expressly provided for in this Agreement or the legislation of the Republic of Kazakhstan.

13.2. Each Party undertakes to maintain the confidentiality of information received from the other Party and to ensure its protection against unauthorized access, disclosure, use, or dissemination during the term of this Agreement and for 5 (five) years after its termination; with respect to the algorithms and operational methods of the Software Product, the confidentiality regime shall apply indefinitely.

13.3. Neither Party shall be entitled to disclose Confidential Information to third parties without the prior written consent of the other Party, except in cases where such disclosure is required by applicable law, a court order that has entered into force, or a lawful demand of a competent authority. In such case, the disclosing Party shall, to the extent possible, notify the other Party of the fact, scope, and timing of the disclosure.

13.4. Each Party shall be liable for the actions and/or inactions of its employees, contractors, and other authorized persons who have been granted access to Confidential Information, including ensuring an adequate level of protection thereof.

13.5. "Disclosure of Confidential Information" means any action or inaction as a result of which such information becomes accessible to third parties, including instances of breach of information security protocols, loss of access control, or exploitation of vulnerabilities in the Licensee's Infrastructure.

13.6. The Party that has allowed unauthorized disclosure or use of Confidential Information shall compensate the other Party for all documented losses caused by such breach, except in cases expressly provided for in this Agreement.

14. DISPUTE RESOLUTION

14.1. The Parties shall make all reasonable efforts to resolve any disagreements and/or disputes arising in connection with the performance, interpretation, amendment, or termination of this Agreement through negotiations and/or an exchange of claim letters accompanied by relevant documents and justifications.

14.2. The response period for a claim shall be 7 (seven) business days from the date of its receipt. Failure to respond within the specified period shall not deprive a Party of the right to further dispute resolution in the manner provided for under this Agreement.

14.3. If the dispute cannot be resolved through negotiations within the period specified in Clause 14.2 of this Agreement, the dispute shall be referred to the courts of the Republic of Kazakhstan in accordance with the applicable substantive and procedural law at the location of the Licensor.

14.4. Prior to filing a claim in court, the Parties undertake to follow the pre-trial dispute resolution procedure, except in cases where such resolution is impossible or violates statutory deadlines.

15. MISCELLANEOUS PROVISIONS

15.1. At the time of entry into this Agreement, the Licensor does not provide services for training users in the operation of the Software Product. The Licensee shall independently familiarize itself with the functionality and interface of the Software Product based on the current capabilities of the system.

15.2. From the moment of acceptance of this Agreement, all prior correspondence, documents, and negotiations between the Parties on matters that are the subject of this Agreement shall cease to have legal effect.

15.3. Any notices, correspondence, and other documents related to this Agreement shall be sent by the Parties to the electronic and postal addresses specified in this Agreement. The Parties acknowledge the legal validity of documents sent to the email address specified in this Agreement until the receipt of the corresponding original document.

LICENSOR'S DETAILS

LLP «PANDEV»

BIN: 230140037871

Location: Kazakhstan, Almaty, Bostandyk district, Satpayev Street, 30/8, office 139, postal code 050040

Contact details:

E-mail: bakbergenov@pandev.io

Banking details:

Account: KZ878562203148733359

Bank: JSC "Bank CenterCredit"

BIC: KCJBKZKX