License agreement

38721, Poltava region, Poltava district, village of Semyanivka, Vesnyana St., building 46

Citizen of Ukraine, Meniv Yaroslava Oleksandrivna, acting on the basis of full legal capacity, hereinafter referred to as the “Licensor”, on the one hand, and
Individual Entrepreneur, Fomenko Tetiana Anatoliivna, acting on the basis of the entry in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Associations No. 2010350000000528975 dated 27.03.2024, hereinafter referred to as the “Licensee”, on the other hand, and together referred to as the “Parties”, have concluded this License Agreement dated 12.05.2025, hereinafter referred to as the “Agreement”, as follows:

1. DEFINITIONS

   1. The terms used in this Agreement mean:
      1. sole license – a license issued only to one licensee and excluding the licensor’s ability to issue licenses to other persons for the use of the intellectual property object in the field limited by this license, but not excluding the licensor’s right to use the object in the specified field;
      2. website – a set of data, electronic (digital) information, including copyright and/or related rights objects, etc., interconnected and structured within the website address and/or account of the owner of such website, access to which is provided via an Internet address, which may consist of a domain name, directory records or queries and/or a numerical IP address; and related social media accounts, including Instagram.
      3. website owner – a person who owns the account and establishes the procedure and conditions for using the website. In the absence of evidence to the contrary, the website owner is considered to be the registrant of the relevant domain name used to access the website and/or the recipient of hosting services.
   2. Other terms used in this Agreement are defined in accordance with the provisions of the current legislation of Ukraine.

2. SUBJECT OF THE AGREEMENT

   1. The Licensor, as the owner of the website (https://www.choozy.com.ua), grants the Licensee permission to use the intellectual property object in the form of a sole license, which grants the Licensee the right to use the Licensor’s website – https://www.choozy.com.ua (hereinafter – the Object), in the manner specified by this Agreement, for the term specified in this Agreement, within the territory of Ukraine. The Licensee is obliged to pay for the use of the Object in the manner set out in this Agreement, including the related social media accounts connected to the website.
   2. Under this Agreement, the Licensor transfers to the Licensee the right to use the Object for the Licensee’s business activities in the ways defined by the Civil Code of Ukraine and the Law of Ukraine “On Copyright and Related Rights” without making any changes to the structure of the Object, but with the possibility of updating the assortment of goods, their descriptions, visuals, and categories on the website.
   3. The Licensor has the right to use the Object alongside the Licensee without granting licenses to third parties.
   4. The effect of this Agreement extends throughout the territory of Ukraine.

3. RIGHTS OF THE PARTIES

   1. The Licensor has the right to:
      1. Notify the Licensee verbally or in writing of deficiencies in the Object and take measures to eliminate them.
      2. In case the Licensee uses the Object in violation of copyright and related rights legislation or this Agreement, prohibit the Licensee from using the Object and/or suspend the license until the violation is remedied.
      3. Receive payment from the Licensee for the use of the Object in the manner provided for in this Agreement.
      4. In accordance with Ukrainian law, determine what information constitutes trade secrets or confidential information and demand that the Licensee does not disclose such information.
   2. The Licensee has the right to:
      1. Use the Object in the ways defined in clause 2.2 of this Agreement. At the same time, the Licensor retains the right to use the Object both within and outside the scope defined by this Agreement.
      2. Request and receive from the Licensor the necessary information and documents related to the subject of this Agreement and necessary for its performance.

4. OBLIGATIONS OF THE PARTIES

   1. The Licensor shall:
      1. Provide the Object to the Licensee for use within the terms and conditions defined by this Agreement.
      2. Provide the Licensee in due time with information and documents related to the subject of this Agreement as requested.
      3. Participate, at the Licensee’s request, in actions and procedures necessary for the performance of this Agreement that require the Licensor’s participation.
      4. Not disclose any confidential information.
   2. The Licensee shall:
      1. Use the Object under the terms defined by this Agreement.
      2. Pay the Licensor for the use of the Object as set forth in this Agreement.
      3. Not disclose any confidential information.
      4. Respect the Licensor’s moral rights.
      5. Not sublicense the Object to third parties without the Licensor’s prior written consent. In case of such consent, the Licensee remains liable to the Licensor for the sublicensee’s actions.

5. TERM OF THE AGREEMENT AND OBJECT PROVISION

   1. This Agreement enters into force on the date of its signing by the Parties and remains in effect for 5 (five) years, and in terms of settlements – until full performance of obligations by the Parties.
   2. If neither Party notifies the other in writing at least six months before the expiration of the five-year term of its refusal, the Agreement is considered extended for an indefinite period. In this case, either Party may terminate this Agreement at any time by notifying the other Party in writing at least six months in advance, unless the Parties agree to a longer notice period.
   3. Either Party may terminate this Agreement in case of breach by the other Party by notifying such Party in writing at least 30 (thirty) calendar days before termination.
   4. The expiration of this Agreement does not release the Parties from liability for its breach during its validity.
   5. The Licensor shall, within 3 (three) calendar days from the date of signing this Agreement, provide the Licensee with access to the website https://www.choozy.com.ua, including all necessary information such as logins and passwords.

6. PAYMENT FOR USE OF THE OBJECT

   1. For granting the rights under this Agreement, the Licensee shall pay the Licensor a fee.
   2. The fee for the use of the Object is 1,000.00 UAH for each month of such use under this Agreement.
   3. The fee for the first month shall be paid within 3 (three) calendar days from the date of signing this Agreement.
   4. The fee for each subsequent month shall be paid by the Licensee as an advance payment (prepayment in full) by the 10th day of the reporting month. If the payment date falls on a weekend or holiday, payment shall be made before such date.
   5. Payments shall be made by transfer to the Licensor’s account specified in Section 12 of this Agreement.
   6. All payments shall be made in non-cash form in accordance with Ukrainian law.
   7. All payments shall be made in the national currency of Ukraine – hryvnia.

7. LIABILITY OF THE PARTIES

   1. By signing this Agreement, the Licensor confirms that as of the signing date they are the owner of the website https://www.choozy.com.ua and are not aware of any third-party rights that may be infringed by granting this license.
   2. For non-performance or improper performance of obligations under this Agreement, the Parties bear liability as provided in this Agreement and the current legislation of Ukraine.

8. DISPUTE RESOLUTION

   1. Disputes arising between the Parties regarding this Agreement shall be resolved through negotiations, and if no agreement is reached – in court, in accordance with Ukrainian law.

9. FORCE MAJEURE

   1. The Parties are not liable for non-performance or improper performance of obligations if caused by force majeure (acts of God). Such events include floods, epidemics, earthquakes, other natural or man-made disasters, uprisings, embargoes, wars, military actions, occupation, mobilization, civil disorder, strikes, severe weather conditions, and other circumstances beyond the control of the Parties. The duration of force majeure shall be confirmed by the affected Party.
   2. In such cases, the Parties must notify each other within five calendar days of receiving a certificate from the Chamber of Commerce and Industry confirming force majeure, supported by official documents. Failure to notify within this period deprives the Party of the right to request changes to the deadlines of this Agreement.
   3. A Party may not invoke force majeure if such events occurred at the time of its delay in performing obligations under this Agreement.

10. CONFIDENTIALITY

    1. The Parties agree that the text of this Agreement (including payment provisions), any materials, information, and data related to this Agreement are confidential and may not be disclosed to third parties without prior written consent, except where disclosure is required for official permits, tax payments, other mandatory payments, or by Ukrainian law.
    2. The Parties shall not disclose or use each other’s commercial or other information obtained during the performance of this Agreement.
    3. Confidentiality obligations continue to apply after the termination of this Agreement.

11. OTHER TERMS

    1. After signing this Agreement, all prior negotiations, correspondence, protocols, etc., concerning its subject matter become null and void.
    2. The Parties confirm that they have agreed on all essential terms of this Agreement.
    3. Any amendments, changes, or annexes are valid only if executed in writing, signed by both Parties, and form an integral part of this Agreement.
    4. In matters not regulated by this Agreement, the Parties are guided by Ukrainian law.
    5. Rights and obligations under this Agreement may not be transferred to another person without prior written consent of the other Party.
    6. All notices and documents under this Agreement must be in writing and sent by courier, regular mail, registered mail, or email to the addresses specified in Section 12, or delivered personally. A notice or document is deemed received if delivered by any of the above methods with proper confirmation.
    7. In case of changes to the details in Section 12, the Parties must notify each other within 10 (ten) calendar days from the date of such changes.
    8. This Agreement is executed in two authentic copies in Ukrainian, each having equal legal force, one for each Party.
    9. By signing this Agreement, the Parties consent to the collection, processing, use, storage, and transfer of personal data obtained from primary sources, in accordance with the Law of Ukraine “On Personal Data Protection”. The Parties also acknowledge that they are aware of the use of their personal data within the scope and for the purposes established by Ukrainian law.
    10. The Licensor is not a business entity. The Licensee is a single tax payer (second group). The Licensee is the tax agent of the Licensor and shall pay personal income tax and military levy on the income received by the Licensor under this Agreement.

12. DETAILS AND SIGNATURES OF THE PARTIES