License agreement

Kharkiv

Citizen of Ukraine Yaroslava Oleksandrivna Meniv, acting on the basis of full legal capacity, hereinafter referred to as the “Licensor”, on the one hand, and
Sole Proprietor Oleksandr Mykolayovych Nelyuba, acting on the basis of an entry in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations No. 2010350000000528975 dated 27.03.2024, hereinafter referred to as the “Licensee”, on the other hand, jointly referred to as the “Parties”, have entered into this License Agreement dated 12.05.2025 (hereinafter – the “Agreement”), as follows:

1. DEFINITIONS

   1. The terms used in this Agreement:
      1. Sole license – a license granted to only one licensee, excluding the possibility of the licensor issuing licenses to other persons for the use of the intellectual property object within the scope limited by this license, but not excluding the licensor’s own use of this object within the specified scope;
      2. Website – a set of data and electronic (digital) information, including copyright and/or related rights objects, etc., interconnected and structured within the website address and/or the account of the website owner, accessible via an Internet address which may consist of a domain name, directory or call records, and/or a numeric IP address; including related social media accounts, such as Instagram.
      3. Website owner – a person who owns the account and determines the procedure and conditions for using the website. In the absence of evidence to the contrary, the registrant of the relevant domain name used to access the website and/or the recipient of hosting services is considered the website owner.
   2. Other terms used in this Agreement shall be interpreted in accordance with 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 gives the Licensee the right to use the Licensor's website – https://www.choozy.com.ua (hereinafter – the “Object”) in the manner specified in this Agreement, for the term defined in this Agreement, within the territory of Ukraine. The Licensee is obliged to pay for the use of the Object in accordance with this Agreement, including the social media accounts associated with the website.
   2. Under this Agreement, the Licensor grants the Licensee the right to use the Object for the Licensee's business activities in the manner defined by the Civil Code of Ukraine and the Law of Ukraine “On Copyright and Related Rights”, without modifying the structure of the Object and with the possibility to update the range of goods, their descriptions, visual materials, and categories on the website.
   3. The Licensor retains the right to use the Object along with the Licensee without granting licenses to third parties.
   4. This Agreement is valid 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 about identified deficiencies of the Object and take measures to correct them.
      2. In the event the Licensee uses the Object in violation of current copyright and related rights legislation and this Agreement, prohibit the Licensee from using the Object and/or suspend the license under this Agreement until the violation is remedied.
      3. Receive payment from the Licensee for the use of the Object in the manner specified by this Agreement.
      4. In accordance with the legislation of Ukraine, determine which information constitutes a trade secret or is confidential and demand the Licensee not to 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 within and outside the scope defined by this Agreement.
      2. Make requests and receive the necessary information and documents from the Licensor regarding the subject of this Agreement that are in the Licensor’s possession and required for the performance of this Agreement.
4. OBLIGATIONS OF THE PARTIES
   1. The Licensor is obliged to:
      1. Provide the Object for use to the Licensee within the terms and conditions defined in this Agreement.
      2. Timely provide the Licensee with information and documents regarding the subject of this Agreement necessary for its performance upon the Licensee’s request.
      3. Participate in actions and procedures necessary for fulfilling the terms of this Agreement that require such participation by the Licensor, upon the Licensee’s request.
      4. Not disclose any confidential information.
   2. The Licensee is obliged to:
      1. Use the Object under the terms defined in this Agreement.
      2. Pay the Licensor for the use of the Object as specified in this Agreement.
      3. Not disclose any confidential information.
      4. Respect the Licensor’s personal non-property rights.
      5. Not sublicense the Object to third parties without prior written consent from the Licensor. In the event such consent is obtained, the Licensee shall be liable to the Licensor for the actions of the sublicensee.
5. TERM OF THE AGREEMENT AND OBJECT DELIVERY PERIOD
   1. This Agreement enters into force on the day of its signing by the Parties and is valid for 5 (five) years, and with respect to payments – until the Parties fully fulfill such obligations.
   2. If neither Party notifies the other in writing about its intention to terminate this Agreement six months before the expiration of the five-year term, the Agreement shall be 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 six months prior to termination, unless a longer notice period is agreed upon by the Parties.
   3. The Licensor or Licensee may terminate this Agreement if the other Party violates its terms, by notifying the violating Party in writing 30 (thirty) calendar days prior to termination.
   4. The expiration of this Agreement does not release the Parties from liability for breaches that occurred during its validity.
   5. The Licensor shall, within 3 (three) calendar days from the date of signing this Agreement, provide the Licensee access to the website – https://www.choozy.com.ua, along with all necessary information, including relevant logins and passwords.
6. PAYMENT FOR USE OF THE OBJECT
   1. For the rights granted under this Agreement, the Licensee shall pay the Licensor a fee.
   2. The fee for using the Object shall amount to UAH 1,000.00 for each month of such use based on this Agreement. The monthly fee shall be paid by the 5th day of the current month of using the Object, by transferring funds to the Licensor’s bank account.
   3. The fee specified in clause 6.2 of this Agreement may be changed by mutual consent of the Parties, executed in the form of a supplementary agreement to this Agreement.
   4. Payment shall be made in non-cash form by transferring funds to the Licensor’s bank account as specified in this Agreement. The payment date is considered to be the date the funds are credited to the Licensor’s account.
7. LIABILITY OF THE PARTIES
   1. In the event of non-fulfillment or improper fulfillment of obligations under this Agreement, the Parties shall be liable in accordance with the current legislation of Ukraine.
   2. The Party that has violated the obligations under this Agreement must compensate the other Party for damages caused by such violation.
8. CONFIDENTIALITY
   1. The Parties agree to keep confidential all information received by them during the execution of this Agreement, including commercial and technical information related to the subject of this Agreement.
   2. The obligation of confidentiality remains in effect for 3 (three) years after the termination of this Agreement, regardless of the reasons for termination.
   3. The Party that discloses confidential information without the other Party’s consent shall be liable in accordance with the legislation of Ukraine.
9. FINAL PROVISIONS
   1. Any changes and additions to this Agreement shall be valid only if made in writing and signed by both Parties.
   2. In everything not provided for in this Agreement, the Parties shall be governed by the current legislation of Ukraine.
   3. This Agreement is drawn up in two copies of equal legal force, one for each Party.
10. CONFIDENTIALITY
    1. The Parties agree that the text of this Agreement (including provisions regarding remuneration for the use of the Object), as well as any materials, information, and data related to this Agreement, are confidential and may not be disclosed to third parties without the prior written consent of the other Party, except in cases where such disclosure is required to obtain official permits, pay taxes, other mandatory payments, or as otherwise required by the current legislation of Ukraine.
    2. The Parties undertake not to disclose or use each other’s commercial or other information obtained in the course of performing this Agreement.
    3. The confidentiality obligations shall remain in effect even after the termination of this Agreement.
11. OTHER TERMS
    1. Upon signing this Agreement, all prior negotiations, correspondence, protocols, etc., relating to the subject matter of this Agreement shall be deemed null and void.
    2. The Parties confirm that upon conclusion of this Agreement, they have reached agreement on all essential terms.
    3. All additions, amendments, or annexes to this Agreement shall be valid only if executed in writing as a supplemental agreement to this Agreement, duly signed by the Parties, and shall constitute an integral part of this Agreement.
    4. All matters not regulated by this Agreement shall be governed by the applicable laws of Ukraine.
    5. The rights and obligations of each Party under this Agreement may not be transferred to any other individual or legal entity without the written consent of the other Party.
    6. All notices and documents stipulated by this Agreement shall be made in writing and must be delivered by courier, regular mail, registered mail, or email to the address specified in Section 12 of this Agreement, or to another address duly notified by one Party to the other Party in writing, or delivered personally by one Party to the other Party or its authorized representative. A notice or document shall be deemed received if delivered by any of the above means with appropriate confirmation.
    7. In the event of changes to the details specified in Section 12 of this Agreement, the Parties must notify each other of such changes within ten (10) calendar days from the date of such change.
    8. This Agreement is executed in two authentic counterparts in the Ukrainian language, each having equal legal force, one for each Party.
    9. By signing this Agreement, the Parties consent to the collection, processing, use, storage, transfer to third parties, etc., of personal data obtained from primary sources, in compliance with the Law of Ukraine "On Personal Data Protection". The Parties also acknowledge that each Party is aware of the use of their personal data to the extent and for the purposes established by the current legislation of Ukraine.
    10. The Licensor is not an economic entity, while the Licensee is a single tax payer (group two). The Licensee is the Licensor’s tax agent and is responsible for the payment of personal income tax and military levy on the income received by the Licensor under this Agreement.
12. DETAILS AND SIGNATURES OF THE PARTIES