TERMS OF SERVICE AND SALE AGREEMENT

Last updated: 24 May 2026 Effective date: 24 May 2026

1. Parties and Subject of the Agreement

1.1. Parties

This Terms of Service and Sale Agreement (hereinafter the "Agreement") is concluded between the following parties:

Operator (Service Provider):

User (Buyer): Any natural or legal person registering on or using the Platform.

1.2. Legal Basis

This Agreement is concluded under the following legislation:

• Civil Code of the Republic of Azerbaijan;
• Law of the Republic of Azerbaijan "On Electronic Commerce" No. 908-IIQ dated 10 May 2005;
• Law of the Republic of Azerbaijan "On Protection of Consumer Rights";
• For TR users: Law No. 6502 "On the Protection of Consumers" and the Distance Contracts Regulation;
• For EU users: Directive 2011/83/EU (Consumer Rights Directive).

1.3. Method of Conclusion

This Agreement is a distance (online) Offer agreement. Marking the consent checkbox on the registration form and clicking the "Sign up" button constitutes acceptance of the Agreement and is equivalent to a legally signed contract.

By giving consent during registration, the User confirms:

• They have read and understood all terms of this Agreement;
• They are over 18 years of age (for legal entities — they are a legal representative);
• The information provided is true and accurate.

2. Subject of the Platform and Services

2.1. Platform Description

DK Agency is a B2B platform for Azerbaijan's HoReCa (Hotel, Restaurant, Catering) sector. The Platform offers the following services:

• KAZAN AI — AI chatbot consulting service for HoReCa entrepreneurs;
• Toolkit — calculators for restaurant business (P&L, Food Cost, Menu Matrix, Break-even, etc.);
• Transfer & Sale Marketplace — listing database for restaurant/franchise transfers;
• Sector Pulse — HoReCa sector news and analytics;
• ŞEDD Badge — certified entrepreneur badge;
• Premium content — expert analyses and business calculations.

2.2. License and Right of Use

Upon completion of purchase or free registration, the User receives a:

• Non-exclusive;
• Non-transferable;
• Revocable;
• Personalized (non-sublicensable)

digital license (SaaS — Software as a Service format) for the use of the Platform. The license is valid only for the User's personal or represented legal entity's business needs.

2.3. Usage Restrictions

The User is prohibited from:

• Copying, modifying, or creating derivative works from the Platform's software code;
• Reverse engineering, decompilation, or disassembly;
• Collecting content through automated tools (bots, crawlers, scrapers), except via the official API;
• Using the Platform to provide unauthorized paid services to third parties;
• Reselling KAZAN AI responses or packaging them as a commercial product;
• Using for spam, fraud, or other illegal activities;
• Creating accounts with false information or using someone else's identity;
• Attempting to bypass the System's security mechanisms.

3. Tariffs and Membership Levels

3.1. Membership Levels

DK Agency offers 3 membership levels:

Note: All prices are shown in Azerbaijani Manat (AZN). Currency conversion at the time of payment may be applied for non-AZ users.

3.2. Launch Promotion Period

Until 1 September 2026, all paid levels are free. This may be extended unilaterally by the Operator. Users will be notified at least 30 days in advance of the end of the promotion period.

3.3. Price Changes

The Operator reserves the right to change tariffs. Price changes:

• Take effect immediately for new registrations;
• Remain in effect for existing subscribers until the end of the current payment period;
• The new price applies from the next payment period;
• 30 days advance notice will be given via email.

4. Payment and Invoicing

4.1. Payment Methods

Payments are accepted only through PCI DSS-certified payment processors. The Operator does not store User payment card information.

4.2. Subscription Model

Paid membership levels (KALFA, USTA) follow a subscription model:

• Payment cycle: Monthly or annual (annual subscriptions may receive discounts);
• Auto-renewal: Subscriptions may automatically renew 24 hours before the end of the period (with User's prior consent);
• Renewal notice: Email notification sent 7 days before renewal;
• Cancellation: Users may cancel at any time from account settings. Cancellation takes effect at the end of the current payment period.

4.3. Electronic Invoice

For B2B customers, official electronic invoices (e-invoices) are issued within 5 business days after payment processing, in accordance with AR Tax Code requirements. Invoices are sent to the email address provided during registration.

B2B customers with a Tax ID must provide it during registration or before payment.

5. Right of Withdrawal and Refund Policy

5.1. For AR Users

Under Article 14 of the AR Law "On Electronic Commerce", the User has the right to withdraw from a distance contract within 14 calendar days without giving a reason.

However, under Article 14.3 of the same Law, the right of withdrawal does not apply in the following cases:

"Services that have begun immediate performance with the consumer's explicit consent, where the consumer has lost the right of withdrawal after completion of performance."

DK Agency's digital services (KAZAN AI, premium content, calculators) become available for use immediately after activation. The User accepts this feature during registration and waives the right of withdrawal.

5.2. For TR Users

Under Law No. 6502 "On the Protection of Consumers" and Article 15 of the Distance Contracts Regulation:

"The right of withdrawal cannot be exercised in contracts for services performed instantly in electronic environment or intangible goods delivered to the consumer instantly."

DK Agency's digital services fall under this exception.

5.3. For EU Users

Under Directive 2011/83/EU Art. 16(m), the right of withdrawal is limited for "digital content". The User gives explicit consent during registration to immediate commencement of performance and waiver of the right of withdrawal.

5.4. Refund Cases

Proportional refunds are provided in the following cases:

For refund requests, the User must contact info@dkagency.com.tr in writing. Inquiries will be responded to within 10 business days. If approved, the refund will be processed within 30 business days using the same payment method.

6. Special Terms for Transfer & Sale Marketplace

6.1. Posting Listings

Users posting restaurant/franchise transfer, sale, and franchise listings:

• Bear personal responsibility for the truthfulness and accuracy of all information in the listing;
• Confirm that they are the legal owner of the listing subject (restaurant, business) or are an authorized representative;
• Warrant that they do not infringe third-party rights.

6.2. Role of the Operator

DK Agency is only the platform operator and is not a party to transactions conducted via the listings. The Operator:

• Is not responsible for the content of listings;
• Is not a party to contracts concluded between parties;
• Does not guarantee successful completion of transactions.

However, the Operator reserves the right to remove false, illegal, or harmful listings without warning.

7. Special Terms Related to KAZAN AI

7.1. Nature of AI Responses

KAZAN AI is an AI-based consulting service and:

• The responses provided are informational and advisory in nature;
• They do not replace official legal, accounting, tax, or medical advice;
• AI may make mistakes; Users should verify responses for important decisions;
• The Operator does not guarantee the accuracy or completeness of KAZAN AI responses.

7.2. Usage Limits

KAZAN AI usage may be limited based on the tariff plan (daily message limit, monthly question count, etc.). Specific limits are shown on the tariff page and may be changed.

8. Responsibility of the Parties

8.1. Operator's Limitation of Liability

To the maximum extent permitted by law:

• The Operator is not liable for any direct or indirect loss of profits, commercial losses, data losses, or reputational damages arising from the use or inability to use the Platform;
• The Operator's total liability cap shall not exceed the amount paid by the User to the Platform in the past 3 months. For free users, this limit is 100 AZN.

8.2. Exceptions

The above limitations do not apply to:

• Damages arising from the Operator's intentional acts;
• Damages arising from the Operator's gross negligence;
• Cases contrary to the mandatory provisions of legislation.

8.3. Force Majeure

In events beyond the parties' control (natural disasters, war, cyberattacks, large-scale internet outages, government-imposed blockings, etc.), parties are not liable for non-performance of obligations.

9. Account Suspension and Deletion

9.1. Suspension by the Operator

The Operator may suspend or delete the User's account without warning in the following cases:

• Breach of this Agreement;
• Registration with false information;
• Illegal activity, fraud, spam;
• Activity threatening the security of the Platform;
• Infringement of third-party rights.

No refund is provided for account suspensions (except as specified in Section 5.4).

9.2. Deletion by the User

The User may delete their account at any time:

• Via the "Delete account" function in account settings;
• By written request to info@dkagency.com.tr.

After account deletion, data is retained for the periods specified in the Privacy Policy (90 days for restoration, then deletion).

10. Intellectual Property Rights

10.1. Operator's Rights

The Platform and all its components (software code, design, texts, graphics, KAZAN AI prompts, Toolkit calculator algorithms, ŞEDD logo, brand materials related to "Ahilik/Əxilik" terminology) are the intellectual property of DENİS TOMRİS LLC and are protected by applicable law.

10.2. Licensing of User Content

By posting content on the Platform (listings, comments, KAZAN AI conversations), the User grants the Operator a non-exclusive, worldwide, royalty-free license to:

• Display this content within the Platform;
• Use it (in anonymized form) to improve service quality;
• Use it (with the User's separate consent) to improve AI models.

The User retains ownership rights to their content.

10.3. Complaint Procedure

Parties suspecting intellectual property infringement may submit a written complaint to info@dkagency.com.tr. Complaints will be evaluated on the basis of DMCA principles, and the relevant content will be removed in response to substantiated claims.

11. Dispute Resolution and Applicable Law

11.1. Negotiation

Any dispute arising from this Agreement shall first be resolved through negotiation. The User may submit a written complaint to info@dkagency.com.tr. The Operator undertakes to respond within 30 days.

11.2. Applicable Law and Jurisdiction

Mandatory consumer protection rules of consumers apply as a priority regardless of the above choice.

12. Entire Agreement and Changes

12.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes any prior written or oral agreements.

12.2. Changes

The Operator reserves the right to change this Agreement. Significant changes:

• Users will be notified 30 days in advance via the registered email address;
• A prominent notice will be placed on the Platform;
• If disagreeing, the User may cancel their account (with a proportional refund for the remaining payment period).

12.3. Severability

If any provision of the Agreement is held invalid by law, this does not affect the validity of other provisions.

13. Contact

For all questions and inquiries regarding this Agreement:

"DENİS TOMRİS" LLC Tax ID: 1405471681 Address: AZ 1009, Baku city, Nasimi district, Bashir Safaroglu street, building 213, apartment 31 Email: info@dkagency.com.tr Phone: +994 50 256 62 79 Website: https://dkagency.com.tr

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This document is prepared in accordance with the legislation of the Republic of Azerbaijan and has legal validity in electronic form.