RankUp Uzbekistan Terms of Service — public offer (draft)

DRAFT — Prepared under the Civil Code of the Republic of Uzbekistan, the Law "On Electronic Commerce" (No. O'RQ-792 of 29 September 2022) and the Law "On Advertising" (No. O'RQ-776 of 7 June 2022). Do not use until a lawyer has reviewed it. Fill in the [square brackets]. The Service currently runs in test (sandbox) mode: no real payments are taken and no real-money auctions are held. Reference translation. The Uzbek text is the official version and prevails if the two differ.

1. General provisions

1. This document sets out the terms for using the services that [individual entrepreneur's full name or LLC name] (the "Operator") provides through the RankUp Uzbekistan website (the "Service"), and is a public offer under the Civil Code.
2. A user who ticks "I accept the Terms of Service (public offer)" in the sign-up form and completes sign-up is deemed to have accepted the offer fully and unconditionally (acceptance), and the contract is concluded (Articles 14 and 19 of the Law on Electronic Commerce).
3. The contract is concluded in electronic form; its current text is always published on the Service.

2. Definitions

1. "User": a natural person aged 18 or older who has accepted these terms and signed up. Users are either ordinary users or company accounts.
2. "Company account": a user who registers brands and takes part in ranking auctions on behalf of an individual entrepreneur or a legal entity. By opening a company account, the person confirms that they are authorized to act on behalf of that entrepreneur or entity.
3. "Brand": a trade name or trademark registered by a company account that has passed the Operator's review.
4. "Ranking auction": a sale of the ad positions in a given category for a set ad period.
5. "Ad slot": a position where a brand that won an auction and paid for the placement is shown with an "Ad" label.

3. About the Operator

Under Articles 12 and 16 of the Law on Electronic Commerce:

• Full name: [individual entrepreneur's full name or LLC name]
• Legal form: [individual entrepreneur / LLC]
• Taxpayer ID (STIR): [000 000 000]
• Postal address: [address]
• E-mail: [address]
• Phone: [+998 00 000-00-00]
• Licenses and permits: [if any, list them]

4. Sign-up

1. People aged 18 or older with full legal capacity under the Civil Code may sign up.
2. Sign-up details must be true. If someone else's details or false information is used, the Operator may restrict or delete the account.
3. Users are responsible for keeping their password confidential.

5. Brand registration and review

1. A company account provides true brand details and its taxpayer ID (STIR).
2. Brand texts (the tagline and the description) are written in the state language under Article 6 of the Law on Advertising; a translation into another language may be added if it does not distort the main meaning.
3. The Operator reviews brands under the advertising policy and may approve, reject or suspend them. The reason for a rejection or suspension is shown to the company account.

6. Ranking auctions

1. Each auction sells a set number of ad slots in one category for a set ad period. Its terms (starting price, minimum increment, dates, extension rule) are published on the auction page.
2. Only approved brands may bid, and only in auctions for their own category.
3. Bids are placed in so'm, in steps of 1,000 so'm, and must meet all of these conditions:
   • at least the starting price;
   • at least the brand's previous bid plus the minimum increment;
   • when all ad slots are taken, at least the lowest bid among them plus the minimum increment.
4. Slots are allocated from the highest bid down; for equal bids, the one received earlier ranks higher.
5. If a bid arrives shortly before the deadline, the closing time is extended under the rule published on the auction page.
6. An accepted bid can't be canceled or changed. Every bid is recorded in tamper-proof form and shown publicly.
7. Brands that are not in approved status when the auction closes are not included among the winners.
8. [Legal review needed: whether selling ad slots by auction falls under the Civil Code rules on auctions (tenders) or other special requirements]

7. Winning, price and payment

1. The price of the ad service equals the winning bid. If the Operator is a value added tax (VAT) payer, VAT at the statutory rate (currently 12%) is added, and this is shown on the auction page in advance.
2. All prices and payments are in Uzbek so'm.
3. Payment is due within 72 hours of the auction closing. If payment isn't made in time, the win lapses and the ad isn't shown. [Further measures for non-payment, e.g. restricting participation in future auctions]
4. Payments are taken through payment systems operating in the Republic of Uzbekistan (such as Click or Payme). No contract with a payment system has been signed yet: all payments are simulated in test (sandbox) mode, and no real money moves.
5. After payment, an electronic invoice is issued as required by law. [Legal review needed]

8. Showing ads

1. Ad slots are shown with an "Ad" label, and the criteria for allocating them are explained next to them (Article 18 of the Law on Advertising).
2. Ad slots say nothing about quality, popularity or user ratings.
3. Company accounts must follow the advertising policy.

9. Prohibited conduct

It is prohibited to use someone else's details, collude in bidding, provide false information, attack the Service or access it without authorization, bid with automated tools, or promote a paid ad slot outside the Service as a quality rating such as "ranked No. 1".

10. Changes to and suspension of the Service

1. The Operator may suspend the Service temporarily for maintenance, faults or other unavoidable reasons, and gives notice in advance (in urgent cases, afterwards).
2. If the Operator intends to change these terms or the Service rules, or to stop operating the Service, it announces this on the Service at least 30 days in advance (in line with Article 13 of the Law on Electronic Commerce). Users who don't agree to the changes may delete their account.

11. Liability

1. The parties are liable for failure to perform, or improper performance of, their contractual obligations under the law of the Republic of Uzbekistan.
2. The Operator is not liable for damage caused by force majeure or through the user's fault. Unless the law provides otherwise, the Operator's liability is limited to the amount paid for the ad concerned. [Legal review needed: extent of the limitation]

12. Refunds

Refunds of ad payments follow the separate Refund Policy.

13. Personal data

The processing of personal data is set out in the Privacy Policy.

14. Disputes and governing law

1. This contract is governed by the law of the Republic of Uzbekistan.
2. Disputes are first settled by negotiation; a written claim is considered within [30] days. If no agreement is reached, the dispute goes to the competent court in accordance with the law of the Republic of Uzbekistan.

15. Language

These terms are drawn up in Uzbek. The Russian, English and Korean texts are for reference; if they differ, the Uzbek text prevails.

Effective date: [DD Month YYYY]