Agency Agreement

Version dated May 5, 2025

This document is an offer from PLAY GURU - FZCO (hereinafter referred to as the "Company") and constitutes a proposal to conclude an agency agreement for the purpose of organizing payments on behalf of and at the expense of the Buyer on the website https://playguru.store, under the terms set forth below (hereinafter referred to as the "Agreement").

The text of the Agreement is published on the Company's website at:

https://playguru.store/offer-poruchenie

Platform – the combination of the website and software located on the Internet at https://playguru.store, which functions as an online platform where some users publicly post offers to sell Goods, and other users purchase these Goods. The Platform includes automated tools and software solutions that operate automatically and provide authorized users with technical capabilities to create sections, post listings, and conclude and perform Transactions using the Platform's tools.

Transaction – an agreement concerning the Goods on the terms specified in the Listing, concluded between the Seller and the Buyer through the Platform.

Buyer – an authorized user who interacts with the Seller concerning the Goods and enters into a Transaction with the Seller through the Platform.

Seller – an authorized user who posts a listing offering to enter into a Transaction regarding the Goods, acting on their own behalf or on behalf of another person.

Account – the personal account of the Buyer or Seller in the User's Dashboard containing information about the available balance for executing Transactions on the Platform or for withdrawal to the authorized user's bank card.

All other terms and definitions used in the Agreement shall be interpreted in accordance with the License Agreement of the Company, published at: https://playguru.store/offer-license (hereinafter the "License Agreement").

1.1. Under this Agreement, the Company, acting on behalf of and at the expense of the Buyer, performs settlements for the execution of Transactions concluded between the Buyer and Sellers on the Platform. The Buyer pays the Company a fee for carrying out such agency tasks.

1.2. By initiating a Transaction via the Platform, the Buyer unconditionally accepts the terms of this Agreement and issues the corresponding instruction to the Company.

1.2.1. The Buyer confirms full and unconditional acceptance of the Agreement by clicking the appropriate button or by using another method provided in the Platform interface.

1.2.2. By accepting the Agreement, the Buyer confirms their legal capacity and the authority to enter into the Agreement.

1.3. The Company has the right to assign its rights and obligations under this Agreement to third parties without prior consent from the Buyer.

2.1. By confirming a Transaction with the Seller on the Platform, the Buyer issues an instruction to the Company to execute the payment related to such Transaction.

2.2. The Buyer transfers to the Company the necessary funds to carry out the instruction. These include the amount payable to the Seller, the Company's fee, and any other expenses incurred by the Company in executing the instruction.

2.3. The Company deducts its fixed fee from the Transaction amount and holds the remaining funds until receiving further instructions from the Buyer regarding the Transaction.

2.4. Upon receiving instructions from the Buyer, the Company transfers the remaining funds (after deduction of the fee) to the Seller's Account and provides the Buyer with confirmation of the instruction's execution.

2.5. Confirmation is made available in the Buyer's Dashboard within 24 hours from execution.

2.5.1. The Buyer has 24 hours from receipt of the confirmation to raise objections. Otherwise, the Transaction is deemed completed and accepted without reservations.

2.5.2. The Buyer may revoke the instruction at any time before the Company receives the directive to transfer funds to the Seller.

2.6. The Company is deemed to have fulfilled the instruction at the moment funds are credited to the Seller's Account.

2.6.1. If the Buyer cancels the instruction before funds are transferred, no fee is due to the Company.

2.6.2. If canceled after funds are held but before transfer instructions are given, the Company returns the funds to the Buyer's Account minus the fixed fee.

2.6.3. If the Transaction is canceled and funds are returned in accordance with the License Agreement, the refund is subject to the terms therein, and any Company-incurred costs will be deducted from the amount refunded.

3.1. The Company receives a fee for each separate instruction, comprising a fixed fee and a performance-based fee.

3.2. The amount of the Company's fee depends on the Transaction value and the Buyer's status on the Platform, which is displayed in the Dashboard.

3.3. The fixed fee is specified in the Dashboard at the time of the Transaction.

3.4. The performance-based fee is a percentage of the Transaction value and is also specified in the Dashboard or during the Transaction process.

3.5. The Buyer reimburses any expenses incurred in connection with the performance of the instruction as they arise.

4.1. The Company is not liable for delays specified in the Agreement or for any partial or full unavailability of the Platform due to maintenance or technical reasons.

4.2. If maintenance or technical issues arise, the timeframes stipulated in the Agreement are extended accordingly.

4.3. The Company provides no additional guarantees regarding the operation of the Platform or the ability to use it.

4.4. The Company is not a party to Transactions and bears no responsibility for their outcome. Its liability is strictly limited to its obligations under this Agreement.

5.1. The Agreement enters into force upon acceptance (per clauses 1.2, 1.2.1, and 1.2.2) and remains effective until all obligations are fulfilled or the following events occur:

5.1.1. Termination of the License Agreement;

5.1.2. The Buyer decides to terminate the Agreement.

5.2. The Company may amend the Agreement at any time. The updated version is published on the Platform and becomes effective on the date of publication. The current version's date is indicated below the document.

5.3. The Buyer is notified of changes by email (provided during registration) or through the Dashboard. Continued use of the Platform signifies agreement with the updated terms.

5.4. If the Buyer disagrees with or does not understand any provision of the Agreement, they must refrain from entering into it.

6.1. Regardless of the Buyer's location, the Agreement is governed by the laws of the Russian Federation.

6.2. All disputes, disagreements, or claims arising out of or related to the Agreement shall, where possible, be settled through negotiations.

6.3. A pre-trial complaint procedure is mandatory. Claims must be reviewed within 30 calendar days of receipt.

6.4. If unresolved through negotiations, disputes shall be submitted to a court of competent jurisdiction at the Respondent's location, in accordance with the procedural laws of the Russian Federation.

6.5. If any provision of the Agreement is found invalid or unenforceable, this shall not affect the validity of the remaining provisions.

6.6. The parties acknowledge the legal validity of communications and documents sent by email (from the Company's address as indicated on the site, and from the Buyer's address provided during registration), as well as of consents and warranties provided by the Buyer through the Platform and Dashboard.

7.1. Full Name — PLAY GURU – FZCO, registration number DSO-FZCO-46483

7.2. Legal Address — DSO-IFZA, Dubai Digital Park – Building A1, Dubai Silicon Oasis

7.3. Physical Address — DSO-IFZA, Dubai Digital Park – Building A1, Dubai Silicon Oasis

7.4. Contact Phone — +971522532934

7.5. Email: support@playguru.store