TERMS OF SALE (PUBLIC OFFER) FOR ACCESS TO THE «RYBKAOS» SOFTWARE-AS-A-SERVICE (SaaS)

1. DEFINITIONS

Platform (RybkaOS) — cloud software hosted at https://rybkaos.com, https://sub.rybkaos.com, https://console.rybkaos.com and via the official Telegram bot @rybkaosbot, designed to automate the management, monetization and administration of private digital Spaces in the Telegram messenger.

Administrator (Space Owner) — a legally capable individual aged 18 or older, sole proprietor or legal entity that has registered in the Console and uses the Platform to create, operate and monetize their own Spaces.

Subscriber — an individual or representative of a legal entity who obtains access to an Administrator's Space, authorizing via their Telegram account and the Platform's infrastructure.

Space — an information resource (channel, chat in Telegram, or sub-space) provided on a paid or free basis at the Administrator's decision.

Console (Personal Account) — the Administrator's personal interface within RybkaOS showing settings, connected payment gateways, the selected Subscription Plan and the Internal Balance.

Subscription Plan (Plan) — the set of paid-access terms selected by the Administrator (a fixed fee and/or a percentage commission).

Internal Balance — a non-withdrawable virtual account (prepaid credit) of the Administrator within the Console, used solely to record and deduct the Provider's Service Fees and commissions and to credit bonuses. Internal Balance funds are not subject to cash withdrawal or monetary refund.

Service Fee — the fee paid by the Administrator to the Provider for access to the Platform (fixed fee and/or commission).

Recurring Billing — automatic charging of a previously authorized payment method.

Acceptance — full and unconditional acceptance of this Agreement by performing the actions in Section 3.

2. SUBJECT OF THE AGREEMENT

2.1. The Provider grants the Administrator, under a non-exclusive license (SaaS model), technical access to the Platform's functionality for monetization, subscription automation, and payment acceptance from Subscribers.

2.2. The Platform acts solely as a technical infrastructure provider: transaction verification, automatic granting and revocation of access via @rybkaosbot, and management interfaces.

2.3. The Platform is not a marketplace, trading platform, service aggregator, agent, commission agent, or representative of the Administrator. The Platform does not sell the Administrators' products on its own behalf or in their interests.

2.4. This Agreement operates together with the Terms of Service (https://rybkaos.com/terms) and the Privacy Policy (https://rybkaos.com/privacy).

3. ACCEPTANCE AND AGE REQUIREMENTS

3.1. This Agreement is a public contract and a contract of adhesion within the meaning of Articles 633 and 634 of the Civil Code of Ukraine. The Agreement is concluded in electronic form by the User accepting this Offer and adhering to its terms in full without the possibility of proposing their own terms.

3.2. For the Administrator, acceptance occurs upon registering an account at https://console.rybkaos.com.

3.3. For the Subscriber, acceptance occurs by clicking "Pay", "Confirm Payment", or a similar confirmation button, ticking the consent box, or any other electronic action clearly indicating acceptance — on the payment page (https://sub.rybkaos.com), within the @rybkaosbot interface, or when paying via Telegram Stars.

3.4. The User represents that they are at least 18 years old and have full legal capacity to enter into this Agreement. The Platform is intended solely for adults; use by persons under 18 is prohibited.

3.5. By accepting, the User confirms they have read and fully agree to this Agreement, the Terms of Service and the Privacy Policy.

3.6. The Parties agree that the Platform's electronic records (server logs, API logs, audit trails), electronic receipts and payment confirmations are proper and admissible evidence.

4. SUBSCRIPTION PLANS AND SETTLEMENTS

4.1. Access for Administrators is provided on a paid basis under the selected Subscription Plan (current terms shown in the Console). A combined payment model may include: a fixed fee per period; and/or a percentage commission on successful Subscriber payments within the Administrator's Spaces; and/or a combination thereof.

The Administrator independently selects the Platform's Subscription Plan depending on the required functionality. Different Subscription Plans may provide a different set of features, including the number of Spaces, connected Telegram channels and chats, the number of Subscribers, access to analytics, a content library, automated mailings, promo codes, gift subscriptions, branded design, team collaboration, and other Platform features. The list of features for each Subscription Plan is specified in the Console and may be changed by the Provider.

4.2. At the Provider's discretion, the Administrator may receive a free trial (Trial) or a welcome/marketing bonus credited to the Internal Balance.

4.3. Two-level deduction logic: (1) Internal Balance — the Platform first deducts the Plan fee or accrued commission from the Internal Balance; (2) Payment Card — if funds are insufficient, the Platform automatically charges (Recurring Billing) the Administrator's bank card that they specified, verified and linked, where supported by the payment provider.

4.4. The Service Fee is charged and payable in Ukrainian Hryvnia (UAH). Where Subscriber payments are made in another currency, the relevant amount is converted to UAH at the official National Bank of Ukraine (NBU) rate on the transaction date for the purpose of calculating the percentage commission. Service-Fee settlements are processed through an integrated PCI-DSS-certified payment service (WayForPay); full card data is not stored by the Platform (only masked card data and encrypted payment tokens are retained).

5. AUTO-RENEWAL, REFUNDS AND EARLY TERMINATION

5.1. Subscriber auto-renewal. Subscriptions may renew automatically at the end of each paid term by charging the Subscriber's previously authorized payment method. The Subscriber may cancel auto-renewal at any time via the interface or bot; cancellation stops future charges and takes effect at the end of the current paid term.

5.2. Digital content and services accessed immediately after payment begin to be provided immediately upon payment confirmation. By gaining access to such content or services, the User confirms their consent to their immediate provision and agrees that, after access is granted, a refund or withdrawal from the received service is possible only in cases expressly provided by the legislation of Ukraine.

5.3. Relationship between the Provider and the Administrator. The service of providing access to the Platform is deemed rendered from the moment the Administrator is granted access to the Console and the functionality according to the selected Subscription Plan. The paid Service Fee, accrued commissions, and funds credited to the Internal Balance are non-refundable, except in cases expressly provided by the legislation of Ukraine. Non-use of the Platform, its individual features, or a lack of activity by the Administrator shall not constitute grounds for a refund.

5.4. Internal Balance and bonuses. Funds credited to the Administrator's Internal Balance are used exclusively to pay the Service Fee, commissions, and other payments for using the Platform. The Internal Balance is not a bank account, an electronic wallet, or a payment instrument. Funds and bonuses credited to the Internal Balance cannot be withdrawn, transferred to third parties, or exchanged for cash. In the event of termination of Platform use, the unused balance of the Internal Balance is non-refundable, unless otherwise expressly provided by the legislation of Ukraine or by a separate decision of the Provider.

6. GEOGRAPHIC AND SANCTIONS RESTRICTIONS

6.1. The Platform operates under Ukrainian law and international payment-system AML/CFT requirements.

6.2. Use of the Platform is strictly prohibited for: (a) persons located, registered or operating in the Russian Federation or the temporarily occupied territories of Ukraine; (b) any persons or entities subject to sanctions of Ukraine, the European Union, the United Kingdom, the United States (OFAC) or the United Nations; (c) persons barred from accessing the service under applicable law.

6.3. Users warrant that they do not use payment instruments, cards or accounts issued by financial institutions of the Russian Federation.

6.4. Upon detecting violations (including Russian IP addresses or cards), the Provider may immediately and unilaterally block and delete the account, with the financial consequences in Section 10.

7. RIGHTS AND OBLIGATIONS

7.1. The Provider shall use reasonable efforts to ensure continuous operation (excluding scheduled maintenance) and shall not interfere with the Administrator's lawful, compliant activities.

7.2. The Administrator shall: provide accurate data; bear full legal, tax and financial responsibility to Subscribers for content and settlements; maintain funds on the Internal Balance or linked card; and comply with the Terms of Service and the Acceptable Use Policy (AUP — Section 3 of the Terms of Service: https://rybkaos.com/terms).

7.3. The Subscriber shall pay the subscription on time and shall not exploit technical vulnerabilities of the Platform.

7.4. Official channels. The Provider acts only on requests sent from the User's verified contact email or via the official support service in the Console or support bot.

7.5. The Administrator consents to the automatic placement on the individual payment page of seller details, contact information, refund terms, and other information necessary to satisfy the compliance requirements of payment systems and acquiring banks and to meet legal requirements.

8. LIABILITY AND LIMITATION OF LIABILITY

8.1. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. The Provider uses reasonable efforts to promptly remedy failures.

8.2. The Provider is not liable for direct or indirect damages, lost profits or data loss arising from: use or inability to use the Platform; technical errors, maintenance or unavailability; DDoS attacks, intrusions or other third-party wrongdoing; deletion of files, logs or Space settings (including due to blocking); defects or delays of integrated payment services and banks; unauthorized access to the Console due to the User's compromise of credentials or Telegram account; changes to functions, interface or logic; poor communication channels or hosting.

8.3. Cap on liability. To the maximum extent permitted by law, the Provider's aggregate liability arising out of or relating to this Agreement shall not exceed the Service Fees actually paid by the Administrator to the Provider in the three (3) months preceding the event. In no event shall the Provider be liable for indirect, incidental or consequential damages or lost profits.

8.4. Third-party services (Telegram). As RybkaOS operates as a software layer within Telegram, the Provider is not liable for technical failures, API discontinuation, moderation-rule changes or blocking of accounts, bots or Spaces by Telegram FZ-LLC / Telegram Messenger Inc. Any changes to Telegram policies, Telegram API restrictions, blocking of Telegram accounts, bots, channels, or chats, as well as other decisions by Telegram FZ-LLC or Telegram Messenger Inc., shall not be deemed an improper performance of obligations by the Provider.

8.5. Status regarding client deals. The Provider is not the organizer, guarantor or a party to deals between Administrators and Subscribers and does not control their content; disputes are resolved between them.

8.6. Indemnification. The Administrator shall indemnify, defend and hold harmless the Provider from third-party claims, damages and costs (including reasonable legal fees) arising from the Administrator's content, dealings with Subscribers, or breach of law or this Agreement.

9. INTELLECTUAL PROPERTY

9.1. All proprietary IP rights in the RybkaOS Platform (source code, design, UI/UX, architecture, databases, trade names, logos) belong to the Provider.

9.2. Users are granted limited, revocable, non-exclusive access solely to use the functionality. Copying, imitating or reproducing the interface or product logic, and reverse engineering, decompilation or disassembly to create competing services, are prohibited. No proprietary software rights pass to the User.

10. SUSPENSION AND TERMINATION OF ACCESS

10.1. The Provider may, acting reasonably and in good faith and to the extent permitted by Ukrainian law, restrict or terminate access in the event of: breach of this Agreement or the Terms of Service; breach of Ukrainian law; fraudulent, harmful or suspicious actions or hacking attempts; prohibited content (AUP); or non-payment of the Service Fee or commission.

10.2. Financial consequences of blocking. If the account is blocked for breach of this Agreement or the AUP, the Provider retains all earned but unpaid Service Fees and commissions and may seek recovery of actual damages. Because Internal Balance funds are non-withdrawable (prepaid credit usable solely for Platform services), any unused Internal Balance and prepayments for Subscription Plans are not refunded and are forfeited upon blocking for breach of this Agreement or the AUP, to the extent permitted by Ukrainian law. Such restriction does not constitute a breach by the Provider and is not grounds for any financial claim by the User.

11. CHARGEBACKS

11.1. An Administrator initiating an unjustified chargeback on a paid Service Fee or commission is a material breach and grounds for immediate suspension and recovery of the debt and related costs.

11.2. The Administrator shall first raise any Service-Fee dispute with official support before initiating a chargeback.

12. FORCE MAJEURE

12.1. The Parties are released from liability for non-performance caused by force majeure — extraordinary and unavoidable circumstances that could be neither foreseen nor prevented.

12.2. These include fires, floods, earthquakes, military actions, declared or actual war, riots, civil unrest, epidemics, pandemics, acts of public authorities, and technological circumstances: Internet backbone failures, destruction or disconnection of critical data centers, massive critical cyberattacks, and prolonged emergency regional power-grid outages that make Platform operation impossible.

12.3. Performance is postponed proportionally. The affected Party notifies the other within 3 (three) calendar days; force majeure is confirmed by a certificate of the Ukrainian Chamber of Commerce and Industry or another competent authority.

13. TERM AND AMENDMENTS

13.1. The Agreement is concluded for an indefinite term until terminated (account deletion or discontinuation of the service).

13.2. The Provider may unilaterally amend the Agreement and pricing; amendments take effect upon publication on the website. Continued use means acceptance of the new version.

14. DISPUTE RESOLUTION AND GOVERNING LAW

14.1. Disputes are first resolved through good-faith negotiations. If unresolved within 30 (thirty) calendar days of the first written claim, they are resolved in the courts of Ukraine under current procedural law.

14.2. Ukrainian substantive and procedural law applies exclusively.

14.3. Mandatory consumer protections. Nothing herein deprives a consumer-User of the mandatory protections of the law of their country of habitual residence where such protections cannot be excluded by contract.

15. NO PARTNERSHIP OR JOINT VENTURE

15.1. No provision of this Agreement shall create a partnership, joint venture, representation, agency, commission, franchise, employment, or any other legal relationship between the Parties, other than as expressly provided in this Agreement.

15.2. Each Party acts independently, on its own behalf, and at its own risk.

16. PROVIDER DETAILS

• Sole Proprietor Manziuk Lidiia Vasylivna.
• RNOKPP (TIN): 2355516623.
• Registered Address: 6 Dekabristiv St., Korsun-Shevchenkivskyi, Cherkasy Raion, Cherkasy Oblast, Ukraine.
• IBAN: UA823220010000026009340058097
• Support email: rybkaos.support@gmail.com.
• Terms of Service: https://rybkaos.com/terms
• Privacy Policy: https://rybkaos.com/privacy