Last Updated (Effective date): May 20, 2025
These Terms of Use (“Terms”) govern your use of the services (“Services”) of the Jazz Up Ltd.,
registered as a company under the law of the Russian Federation in the state register of legal entity
under registration number 1047796781020 dated October 15, 2004 (“the Operator”, “We”, “Us”, or
“Our”), and any information, text, graphics, photos or other materials uploaded, downloaded or
appearing on the https://up-jazz.ru website (collectively referred to as “Website”, “Jazz Up”)
referencing these Terms.
BY CLICKING TO ACCEPT THESE TERMS OR ACCESSING OR USING THE SERVICES,
YOU ARE ACKNOWLEDGING AND AGREEING TO BE BOUND AND ABIDE BY THESE
TERMS AND OUR PRIVACY POLICY, FOUND AT THIS LINK, SO PLEASE READ THEM
CAREFULLY. IF YOU DO NOT WANT TO AGREE TO THESE TERMS, YOU MUST NOT
ACCESS OR USE THE SERVICES

1. The Agreement With the Operator
By accessing or using the Services, these Terms form a legally binding contract by and between
the Operator and you. You represent and warrant that you are not prohibited or otherwise restricted
from using the Services under the laws of any applicable jurisdiction and agree to comply with these
Terms and all applicable laws and regulations.

The current version of the Terms is effective as of the “Last Updated” date above. We may, from
time to time and at our sole discretion, update these Terms by providing modified versions of the Terms
on the relevant page of the Services. You acknowledge that by doing so, we have provided you with
sufficient notice of the amendment. Although we will notify you of any material changes to the
Agreement via banner notice across the relevant page of the Services or other means possible and
appropriate for the type of notice provided, you also have the responsibility to periodically access the
Services to review the most up-to-date version of the Terms. Your continued use of the Services
following the posting of revised Terms of Use means that you accept and agree to the changes

Our Services are always changing and evolving and we may, without providing any prior notice,
change or cease provision, or create limitations or restrictions to the use, of the Services or any portion
thereof. We may also, without notice and at our sole discretion, permanently or temporarily terminate
or suspend your use of Services or any portion thereof if, in our opinion, you have violated any provision
of these Terms of Use.

2. Privacy & Protection of Personal Information
We respect your privacy and have established certain policies and procedures relating to the
collection and use of your personal information in connection with your use of the Services. The Privacy
Policy, which sets forth such policies and procedures and can be found at this link, https://up-
jazz.ru/policy, hereby incorporated into these Terms. By accepting these Terms, you agree to the
collection, use, and sharing of your information through the Services (including the transfer of your
information to Russian Federation and/or other countries for storage, processing, and use by the
Operator) in accordance with the Privacy Policy as updated from time to time.

As part of providing you the Services, we may need to provide you with certain communications,
such as service announcements and administrative messages. These communications are considered
part of the Services, which you may not be able to opt-out from receiving.

3. User Content
The Services consist of interactive features and areas that allow users to create, and store content,
including, but not limited to, photos, text, graphics, notes or other materials (collectively, “User
Content”). You understand that you are responsible for all data charges you incur by using the Services.

You retain all ownership rights in the User Content that you create using the Service. You agree
and represent that your User Content does not violate or infringe any rights, including but not limited
to rights of privacy, publicity, copyrights, trademarks, or any other intellectual property rights, of any
third party and that you are solely responsible for your User Content and any claims arising therefrom,
and that the Operator is not responsible or liable for any User Content or claims arising therefrom, and
shall be indemnified against any losses or claims in accordance with Section 13 (Indemnification) of
these Terms. While we are not obligated to do so, we reserve the right, and have absolute discretion and
the right, to review, screen, and delete any User Content at any time and for any reason and take
appropriate legal action, including, without limitation, referral to law enforcement for any illegal or
unauthorized use of the Services.

4. Feedback
You agree that any feedback, suggestions, ideas, or other information or materials that you provide
regarding the Operator or the Jazz Up, whether by email or otherwise (“Feedback”), are non-
confidential and shall become the sole property of the Operator. We will be entitled to the unrestricted
use and dissemination of such Feedback for any purpose, commercial or otherwise, without
acknowledging or compensating you. You waive any rights you may have to the Feedback (including
any copyrights or moral rights).

5. the Operator’s Content
Unless otherwise stated and except for your User Content, all materials contained on or within the
Services, including, but not limited to, text, graphics, images, code, illustrations, designs, stickers,
frames, icons, photographs, video clips, written and other materials, interactive elements, compilation,
compute code, products, look and feel, features, software, names, logos, trademarks, and other elements
of the Service (collectively, “the Operator Content”), as well as their selection and arrangement, belong
to us and are protected by copyright, trademark, trade dress, patent, and/or other intellectual property
laws regardless of whether the rights to such results of intellectual activity are registered or not.
Unauthorized use of the Operator Content may violate such laws and these Terms. Except as expressly
provided in these Terms, the Operator does not grant any express or implied rights to use the Operator
Content. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify,
display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license,
sublicense, or exploit in any way, in whole or in part, the Operator Content, the Services, or any related
software, except as expressly stated in these Terms.

You are hereby granted a limited, non-exclusive, non-sublicensable license to access and use the
Services and the Operator Content for personal and non-commercial purposes. This license is revocable
at any time. This license is subject to these Terms and does not include:

- The distribution, public performance, or public display of the Operator Content;
- Modifying or otherwise making any derivative uses of the Jazz Up or the Operator Content, or
any portion thereof;
- Use of any scraping, data mining, robots, or similar data gathering or extraction methods;
- Downloading (other than page caching) any portion of the Jazz Up, the Operator Content, or any
information contained therein, except as expressly permitted on the Services;- Accessing the Operator’s API with an unauthorized or third-party client; and
- Any use of the Services or the Operator Content other than for their intended purposes.

Any use of the Services or the Operator Content other than as specifically authorized in these
Terms, without the prior written permission of the Operator, is strictly prohibited and will terminate the
license to use the Operator granted in these Terms.

We also reserve all rights not expressly granted in these Terms.

6. Purchase and Subscription Cancellation of Paid Services
The Company may provide some products or Services for a fee (“Paid Services”). The description,
payment terms, fees, period, etc. of the Paid Services shall be appropriately notified prior to purchase.
For Paid Services, unless an alternative agreement is reached with the Company, you shall only have
the usage rights (license) stipulated in Article 5 hereto.

7. Prohibited Activities
In addition to the other restrictions outlined in these Terms, you agree that you will not:

- Use the Services for any purpose that is illegal, beyond the scope of their intended use, or
otherwise prohibited in these Terms or the terms of any third party that apply to a particular Service;
- Use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit
other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the
functioning of the Services in any manner;
- Compromise the security of the Jazz Up;
- Send any unsolicited or unauthorized advertising, spam, solicitations, or promotional materials;
- Reverse engineer any aspect of the Services or do anything that might discover the source code,
bypass or circumvent measures employed to prevent or limit access to any area, content, or code of the
Services;
- Attempt to circumvent any content-filtering techniques we employ, or attempt to access areas or
features of the Services that you are not authorized to access;
- Attempt to indicate in any manner that you have a relationship with us or that we have endorsed
you or any products or services without our express written consent to do so;
- Engage in any harassing, intimidating, predatory, or stalking conduct;
- Impersonate any person or entity or otherwise misrepresent your affiliation with a person or
entity;
- Violate the publicity, privacy, or data-protection rights of others, including by taking pictures of
another individual without receiving that individual’s consent;
- Infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of
any party;
- Develop any third-party applications that interact with User Content or the Services without our
prior written consent; and- Use the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any
activity that violates these Terms.

8. Your License To Use the Services
the Operator gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive
license to use the software that is provided to you by the Operator as part of the Services. This license
is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by the
Operator, in the manner permitted by these Terms.

9. the Operator’s Rights
All right, title, and interest in and to the Services (excluding User Content) are and will remain the
exclusive property of the Operator and its licensors. The Services are protected by copyright, trademark,
and other laws of both domestic and foreign countries. Nothing in the Terms gives you a right to use
the Operator name or any of the Operator trademarks, logos, domain names, and other distinctive brand
features. Any feedback, comments, or suggestions you may provide regarding the Operator, or the
Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we
see fit and without any obligation to you.

10. Our Disclaimer of Warranties
You acknowledge and agree that by accessing or using the Jazz Up, you may be exposed to
materials from others that you may consider offensive, indecent, or otherwise objectionable, and agree
to accept that risk. Views expressed on our website or through our Services do not reflect our views.
We do not support or endorse certain content posted by you or other users. Certain content from others
may be incorrectly labeled, rated, or categorized.

Although we do what we can to provide security measures to protect your content, we are not liable
for any damages resulting from the disclosure of your content.

Disclaimer of Warranties: USE OF THE SERVICES OR the Operator IS AT YOUR SOLE RISK.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, THE SERVICES AND the Operator MATERIALS ARE
PROVIDED TO YOU “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. FOR EXAMPLE, WE Jazz Up NO WARRANTY THAT (a) THE
SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE
CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b)
THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, OR
MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; OR THAT (c) ANY ERRORS
OR DEFECTS IN THE SITE, SERVICES, OR MATERIALS WILL BE CORRECTED.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR
ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH
THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR
OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-
PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A
PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU
SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE
EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

11. the Operator’s Limitation of Liability
Except where prohibited by law, in no event will the Operator or its affiliates, to the fullest extent
provided by law, for any indirect, special, punitive, incidental, exemplary, or consequential damages
that result from (a) the use of, or inability to use, the Services; (b) the provision of the Services or any
materials available therein; or (c) the conduct of other users of the Services, even if the Operator has
been advised of the possibility of such damages. You assume total responsibility for your use of the
Services. Your only remedy against the Operator for dissatisfaction with the Services or any content is
to stop using the Services. You further acknowledge that we will not be liable for content or the
defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from
the foregoing rests entirely with you.

You agree that the laws of the Russian Federation disputes arising out of or relating to these
Terms or the Service, without giving effect to its choice of law rules. You agree that any legal suit,
cause of action or proceeding that may arise out of or relating to these Terms or the Service shall
be instituted exclusively in the courts located in the Russian federation, and you agree to waive
any and all objections to exercise of jurisdiction over you by such courts and to venue in such
courts.

Disclaimer: the U.N. Convention on Contracts for the International Sale of Goods is hereby
disclaimed and not available to this Term.

12. Termination
Your rights under this Agreement will automatically terminate if you fail to comply with any of
these Terms. In case of such termination, you must cease all use of the Jazz Up, and we reserve the right
to immediately revoke your access to the Jazz Up. We may, at our sole discretion, suspend your access
to the Service in part or in whole if you fail to comply with these Terms. Our failure to exercise or
enforce these Terms will not constitute a waiver of such term or any of our rights or remedies
We may add, modify, or remove features or functionalities, and we may suspend or stop a Service.

We may also stop providing Jazz Up’s service to you, or add or create new limits to Jazz Up at any
time.

In case there are any fees you paid for or in regards to Jazz Up prior to termination, such fees are
not refundable. In addition, termination of your ability to use the Service does not relieve you of any
payment obligations.

If Jazz Up is terminated or discontinued, then we will Jazz Up reasonable effort to notify you and
provide an opportunity to retrieve your content. If your group administrator terminates your access to
Jazz Up, then you may no longer be able to access content that you or other members of the group have
posted to a shared workgroup or shared workspace.

13. Indemnification
You agree to indemnify, defend, and hold harmless us and our affiliates against any losses,
liabilities, claims, causes of action, and expenses (including, but not limited to, reasonable attorney’s
fees and costs of investigation, whether before or after assertion of a formal claim, and reasonable
litigation expenses) arising out of or relating to your use of the Service, your violation of these Terms,
or your violation of any applicable law or regulation

14. General Terms
Russian version: The Russianversion of these Terms shall govern, prevail and be applicable to all
users, other than those users in the Russian Federation.

Severability: If a court finds any section of the Terms or invalid or unenforceable, the rest of the Terms still apply.

No Waiver: If we do not enforce (or we delay enforcement) of the Terms against you, we have not
waived our enforcement rights.

Assignment or Transfer: You cannot assign or transfer your rights or obligations under these Terms
to someone else without the Operator’s written permission. We can transfer our rights and obligations
to you (if we are acquired by or merge with another company, sell one of the Services, or otherwise)
without your permission.

Entire Agreement: These Terms are the entire and exclusive agreement between the Operator and
you regarding the Services, and these Terms supersede and replace any prior agreements between the
Operator and you regarding the Services.

The Operator welcomes questions, concerns, or suggestions. Please send feedback to us via email
info@up-jazz.ru.