Public Offer to Conclude a Contract for Paid Services to Create a Character in the Sineus Universe

1.1. Universe — the Sineus media franchise: the totality of results of intellectual activity and means of individualisation, including the setting, storylines, characters, images, names and other elements of the world of Svemir, the exclusive rights to which belong to the Company or are used by it on lawful grounds.

1.2. Lore — the body of canonical information about the Universe (history, geography, peoples, rules of the world, style) formed by the Company, including information published on the Site.

1.3. Character — an original fictional character created by the Company on the basis of the Customer's Brief and adapted to the Lore.

1.4. Brief — the application form completed by the Customer on the Site containing the Customer's wishes for the Character, contact details and other information. The Brief constitutes the Customer's assignment.

1.5. Concept — a preliminary version of the image and description of the Character sent to the Customer for approval.

1.6. Deliverables — the set of materials transferred to the Customer upon completion of the services (clause 2.3 of the Contract).

1.7. Universe Products — any products and projects created by the Company, or with its consent, on the basis of the Universe, including games, animation, books, comics, board games, merchandise and events.

1.8. Personal Use — use for personal, family, household and other purposes not related to entrepreneurial activity or deriving income.

1.9. Site — the Company's website at https://sineus.io/.

2.1. The Company undertakes, on the Customer's assignment (the Brief), to provide services to create a Character in the Sineus universe, and the Customer undertakes to pay for the services in the manner and on the terms of the Contract.

2.2. The Customer's wishes set out in the Brief are implemented to the extent that they comply with the Lore and the legislation of the Russian Federation. The Company may adapt the Customer's wishes (including the Character's name, appearance and attributes) to ensure conformity with the Lore. Conformity of the Deliverables with the Customer's subjective expectations is not a condition of the Contract; the quality criteria are established by Section 10 of the Contract.

2.3. The Deliverables include: an image of the Character in electronic form (PNG and JPEG files, resolution of at least 3000 pixels on the long side); the Character's name; a text description of the Character of up to 2000 characters; a Character card in PDF format. Source (working) files are not transferred to the Customer.

2.4. Uniqueness of the Character is not guaranteed: similarity of the Character to characters created for other customers, as well as to characters of Universe Products, is permitted. Such similarity does not constitute a defect in the services.

2.5. The right to use the Character and the Deliverables is granted to the Customer on the terms of Section 6 of the Contract; the licence fee is included in the Contract price.

3.1. Acceptance of this offer consists of the Customer performing the following set of actions: completing the Brief on the Site and paying 100% of the Contract price. The Contract is deemed concluded from the moment the payment is received by the Company.

3.2. Acceptance constitutes the Customer's full and unconditional acceptance of all terms of the offer (paragraph 1 of Article 438 of the Civil Code).

3.3. By accepting, the Customer represents to the Company (Article 431.2 of the Civil Code) that the Customer: has reached the age of 18 and has full legal capacity; is a resident of the Russian Federation; the information provided in the Brief is accurate; holds the necessary rights to the materials provided with the Brief (including references) and, where an image of a natural person is used, has obtained the consent of the person depicted (Article 152.1 of the Civil Code); has read the terms of the offer and the Personal Data Processing Policy published on the Site.

4.1. The services are provided in stages: stage 1 — processing of the Brief and development of the Character's image; stage 2 — creation of the Concept; stage 3 — revisions and finalisation of the Deliverables.

4.2. Timeframes: acceptance of the Brief for work — within 5 business days from the date of conclusion of the Contract; delivery of the Concept — within 20 business days from the date the Brief is accepted for work; completion of each revision iteration — within 10 business days from receipt of the Customer's comments; finalisation and transfer of the Deliverables — within 10 business days from approval of the Concept.

4.3. The Contract price includes 2 (two) iterations of revisions to the Concept within the scope of the wishes set out in the Brief. Wishes going beyond the Brief are implemented under a separate agreement of the parties for an additional fee.

4.4. Within 5 business days from the date the Concept (or the result of a revision iteration) is sent, the Customer sends the Company either an approval or comments. Failure to respond within this period is deemed approval, and the Company may proceed to the next stage.

4.5. The running of the timeframes established for the Company is suspended for the period of waiting for the Customer's response.

4.6. Communications are exchanged by email: the Company's address — info@sineus.io; the Customer's address — as specified in the Brief. Messages sent to these addresses are recognised as legally significant (Article 165.1 of the Civil Code).

4.7. The services are deemed rendered at the moment the Deliverables are sent to the Customer's email address. No acceptance certificate is drawn up. The absence of reasoned objections from the Customer within 5 business days from the date the Deliverables are sent is deemed confirmation of acceptance of the services without comments.

5.1. The Contract price is 100,000 (one hundred thousand) roubles. VAT is not charged (basis: exemption of the Company from VAT taxpayer obligations under paragraph 1 of Article 145 of the Tax Code of the Russian Federation).

5.2. Payment is made as a 100% advance payment using the methods specified on the Site. The Customer's payment obligation is deemed fulfilled from the moment the funds are received by the Company.

5.3. For the purposes of Section 9 of the Contract, the price is allocated across the stages as follows: stage 1 — 20,000 roubles; stage 2 — 50,000 roubles; stage 3 — 30,000 roubles.

6.1. The exclusive rights to the Universe, the Lore and their elements belong to the Company. The Contract does not grant the Customer any rights to the Universe or the Lore except as expressly provided in the Contract.

6.2. The exclusive right to the Character and the Deliverables belongs to the Company in full from the moment of their creation. This provision constitutes the parties' agreement on an allocation of rights different from that provided for in the first paragraph of clause 1 of Article 1296 of the Civil Code.

6.3. The Customer is granted a simple (non-exclusive) licence to use the Character and the Deliverables in the following ways: reproduction and making available to the public — exclusively for Personal Use. Territory — all countries of the world; term — for the entire term of the exclusive right; the licence fee is included in the Contract price. Sublicensing is not permitted.

6.4. Commercial use of the Character and the Deliverables, as well as granting third parties the right to use them, is permitted only with the Company's prior written consent. A request is sent to the Company's email address (clause 4.6); the Company considers the request within 10 business days. The terms of such use are determined by a separate agreement of the parties.

6.5. The Company may adapt the Character (including the name, appearance and attributes) to ensure conformity with the Lore both in the course of providing the services and after their completion, including when the Character is included in Universe Products.

6.6. The Company may use the Character and the Deliverables in any way in any Universe Products and for the promotion of the Universe, without limitation as to territory or term, without the Customer's additional consent and without payment of remuneration, unless otherwise established by a separate agreement of the parties (clause 7.3 of the Contract).

6.7. The Customer is responsible for the materials provided with the Brief. If third-party claims are brought against the Company in connection with such materials, the Customer undertakes to settle the claims independently and at its own expense and to compensate the Company for documented losses.

6.8. The Company warrants that the Deliverables are created by persons who have granted the Company the necessary rights; the moral rights of the authors remain with the authors.

7.1. Inclusion of the Character in Universe Products is a right, not an obligation, of the Company. The decision on inclusion, the choice of Product, and the form and timing of inclusion are made by the Company at its sole discretion; the Contract does not create an obligation for the Company to include the Character in any Universe Product.

7.2. If the Character is included in a Universe Product: the Customer is credited on the Site in the Lore section at https://sineus.io/lore; in game Universe Products the Character may receive the status of a secondary character.

7.3. The terms of the Customer's participation in a Universe Product, including possible remuneration, may be determined by a separate agreement of the parties. In the absence of such an agreement, clause 6.6 of the Contract applies.

8.1. Under separate agreements of the parties, the Company may provide additional services, including: enhancement (refinement) of the Character; inclusion of the Character in specific Universe Products; production of Character figurines; inclusion of the Character in books; provision of services within shortened timeframes.

8.2. Additional services are not included in the subject matter or price of this Contract. The Company is not obliged to provide additional services; their cost and terms are determined by separate agreements of the parties.

9.1. The Customer may withdraw from the Contract at any time before the Deliverables are transferred, subject to payment of the expenses actually incurred by the Company (Article 32 of the Law of the Russian Federation «On Protection of Consumer Rights»). The parties have agreed that the amount of expenses actually incurred by the Company is determined as the aggregate cost of the stages completed as at the moment the Company receives the withdrawal notice (clause 5.3 of the Contract). The cost of a stage that has been started but not completed is not withheld from the Customer.

9.2. The withdrawal notice is sent from the email address specified in the Brief to the Company's email address (clause 4.6).

9.3. The refund is made within 10 days from the date of receipt of the notice, using the same method by which the payment was made or to the details specified by the Customer.

9.4. The Company may withdraw from the Contract or require the Brief to be amended if the Customer's wishes contradict the legislation of the Russian Federation, infringe the rights of third parties or contain materials prohibited from distribution. If the Company withdraws on this ground, the entire amount paid is refunded to the Customer within the period established by clause 9.3 of the Contract. The Customer must submit the amended Brief within 5 business days from the date the requirement is sent.

9.5. Briefs are not rejected on creative grounds (style, artistic decisions): the Customer's wishes are adapted to the Lore in accordance with clause 2.2 of the Contract.

10.1. The services are deemed duly rendered if the Deliverables conform to the Brief (taking into account adaptation to the Lore in accordance with clause 2.2 of the Contract) and to the Lore. The Deliverables are a product of creative activity; non-conformity of the Deliverables with the Customer's subjective expectations, where the above criteria are met, does not constitute a defect in the services.

10.2. Similarity of the Character to other characters (clause 2.4 of the Contract) does not constitute a defect in the services.

10.3. Claims are sent to the Company's email address (clause 4.6); the response period is 10 business days. Compliance with the claims procedure is a right, not an obligation, of the Customer.

11.1. The parties are liable for non-performance or improper performance of their obligations in accordance with the legislation of the Russian Federation.

11.2. The Company is not liable for consequences caused by the inaccuracy of the information provided in the Brief or by the unavailability of the Customer's email address.

11.3. The parties are released from liability for non-performance of obligations due to force majeure. The party affected by such circumstances notifies the other party within 10 days; the deadlines for performance of obligations are extended for the duration of such circumstances.

12.1. The Customer's personal data is processed for the purposes of concluding and performing the Contract on the basis of paragraph 5 of part 1 of Article 6 of Federal Law No. 152-FZ of 27 July 2006 «On Personal Data», in accordance with the Personal Data Processing Policy published on the Site at https://sineus.io/.

12.2. By accepting, the Customer confirms having read the said Policy. For processing purposes not related to the performance of the Contract, consent to the processing of personal data is requested separately.

13.1. The Company may unilaterally amend the terms of the offer and revoke it. A new version of the offer takes effect from the moment it is published on the Site, unless otherwise specified therein.

13.2. The version of the offer in effect at the moment of acceptance applies to the Contract.

13.3. Amendment and revocation of the offer do not affect Contracts concluded before the amendments take effect.

14.1. The Contract is governed by the law of the Russian Federation.

14.2. Disputes are resolved through negotiations and, failing agreement, in court in accordance with the jurisdiction rules established by the legislation of the Russian Federation, including Article 17 of the Law of the Russian Federation «On Protection of Consumer Rights».

Full name

Joint-Stock Company «Sineus Franchise»

OGRN

1257700442670

INN

9714081964

Address

37 Leningradsky Prospekt, premises 35/14, Khoroshevsky Municipal District, Moscow, 125167, Russia