Offer Agreement

PUBLIC OFFER AGREEMENT for the provision of paid services (SMYSLIT / content factory for business / Content Operations Platform) Revision date: 02.10.2026 Nizhny Novgorod 1. GENERAL PROVISIONS 1.1. This document is an official offer (public offer) by DAYNET LLC (INN 5249129298, OGRN 1135249004956, address: 603006, Nizhny Novgorod Region, Nizhny Novgorod, 110 Belinskogo St., office P43/8, email: info@daynet.pro, tel.: +7 831 228-22-00) (hereinafter — the Contractor) to conclude a paid services agreement on the terms of this offer with any person who accepts the offer (hereinafter — the Customer), in accordance with Arts. 435 and 437 of the Civil Code of the Russian Federation. 1.2. Acceptance of the offer: submitting a request via the website https://smyslit.com and (or) paying the invoice issued by the Contractor and (or) the parties signing a contract / statement of work. Acceptance means the agreement is concluded on the terms of the offer. 1.3. The Service: diagnostics, implementation, and support services for the SMYSLIT content system — a knowledge base, production of texts, images, and videos, approval workflows, publishing, and analytics (hereinafter — the Service), provided under the name SMYSLIT / "content factory for business". 2. SUBJECT OF THE AGREEMENT 2.1. The Contractor provides the Customer with services within the selected work format: a pilot (12 weeks, one stream), a production cycle (regular publishing), implementation in the Customer's environment (integrations, hosting, training). 2.2. The specific scope, timelines, and cost are determined by the agreed statement of work, invoice, and (or) correspondence between the parties that has become part of the agreement. The cost is fixed before work begins. 3. PROCEDURE FOR PROVIDING SERVICES 3.1. The Customer submits a request and provides: a process owner, access to sources, expert review of materials, legal constraints, and baseline data. 3.2. The Contractor runs diagnostics, builds the knowledge base and brand rules, sets up production and approval workflows, and ensures content delivery and analytics. 3.3. Results (content, reports, materials) are delivered to the Customer through the agreed channels: by email, in messengers, via connected publishing channels, and (or) by another method fixed in the statement of work. 3.4. Target metrics are fixed after an audit of the Customer's data; the Contractor does not guarantee specific metric values before diagnostics has been carried out. 4. RIGHTS AND OBLIGATIONS OF THE PARTIES 4.1. The Contractor must: provide services within the scope of the agreed statement of work; comply with the Personal Data Processing Policy; not use the Customer's materials outside the purposes of the services without the Customer's consent. 4.2. The Customer must: provide accurate data; comply with the legislation of the Russian Federation and the rules of the publishing platforms; not submit unlawful or malicious content or content infringing third-party rights; pay for the services on time; ensure they hold the rights to the materials transferred to the Contractor. 4.3. The Customer warrants that they hold the rights to the brands, texts, images, and other materials transferred to the Contractor, and is liable for third-party claims. 5. INTELLECTUAL PROPERTY 5.1. Exclusive rights to the software, methodologies, design, and the SMYSLIT name belong to the Contractor or other right holders. 5.2. Rights to content created for the Customer under their instruction on the basis of the Customer's materials pass to the Customer from the moment of full payment for the corresponding scope of services (unless otherwise agreed in writing), excluding rights to the Contractor's pre-trained models, templates, libraries, and software. 5.3. Where provided for in the statement of work, access to the Service's tools is granted to the Customer for the duration of the services, without the right of decompilation, except in cases expressly permitted by law. 6. PRICE AND PAYMENT 6.1. The price is determined by the statement of work and the Contractor's invoice. Before the statement of work is agreed, the price is agreed separately based on the results of diagnostics. 6.2. Payment is made in Russian rubles by bank transfer to the Contractor's account or through a payment provider. 6.3. Payment is deemed made at the moment the funds are received. 7. REFUNDS AND CANCELLATION OF SERVICES 7.1. A Customer who is a consumer (an individual using the services for personal needs) may cancel the agreement under the Consumer Protection Law, paying for the expenses actually incurred by the Contractor. 7.2. For Customers that are legal entities or sole proprietors: payment for the elapsed paid service period is not refunded, unless otherwise stated in the statement of work; the unused balance of the prepayment may be refunded minus the services actually provided and payment system fees — upon a written request to info@daynet.pro; the review period is 10 business days. 7.3. In the event of a material breach of deadlines or quality due to the Contractor's fault, the parties agree on compensation in the form of additional scope of work or a partial refund. 8. LIABILITY. LIMITATIONS 8.1. The Service automates content production; the Customer independently verifies materials before publication (including through the expert review provided for in the process). 8.2. The Contractor is not liable for communication network failures, the actions of third-party platforms (social networks, etc.), the content of the Customer's materials, or losses caused by the Customer publishing content. 8.3. The Contractor's aggregate liability under the agreement is limited to the amount paid by the Customer in the 3 (three) months preceding the claim, except in cases of intentional breach. 8.4. Transferring access to the Service's tools to third parties and posting prohibited content is forbidden. In the event of violations, the Contractor may suspend the provision of services. The applicable law is the law of the Russian Federation. 9. PERSONAL DATA 9.1. Personal data is processed in accordance with the Policy at https://smyslit.com/privacy. 10. TERM. AMENDMENT OF THE OFFER 10.1. The offer is valid until withdrawn by the Contractor. A new version is published at https://smyslit.com/offer and applies to the relations from the moment of publication, unless otherwise stated. 10.2. The agreement is effective from acceptance until the parties' obligations are fulfilled / the agreement is terminated. 11. DISPUTE RESOLUTION 11.1. Pre-trial procedure: sending a claim to info@daynet.pro. Response time — 15 calendar days. 11.2. Disputes are heard in court under the jurisdiction rules of the Russian Federation; for consumers — subject to the mandatory provisions of the Consumer Protection Law. 12. CONTRACTOR DETAILS DAYNET LLC INN 5249129298 OGRN 1135249004956 Registered address: 603006, Nizhny Novgorod Region, Nizhny Novgorod, 110 Belinskogo St., office P43/8 Email: info@daynet.pro Tel.: +7 831 228-22-00 Website: https://smyslit.com