Public Offer Agreement

This Public Offer Agreement (the "Agreement") is made and issued by SIAM GEKKO CO., LTD. — a limited liability company duly incorporated and existing under the laws of the Kingdom of Thailand, having Company Registration Number 0505565016342, incorporated on 7 September 2022, with its registered office at 252/49, Moo 2, Mae Sa Sub-district, Mae Rim District, Chiang Mai Province, Kingdom of Thailand, represented by its sole authorized Director Mr. Anton Levchuk (hereinafter referred to as the "Company", "we", "us", or "our"),

and addressed to any individual, legal entity, or any other person having full legal capacity (hereinafter referred to as the "Customer", "you", or "your") who accepts this Agreement by any of the means specified in Section 3 below.

This Agreement constitutes a legally binding public offer (English: public offer; Thai law equivalent: คำเสนอ) pursuant to Sections 354 through 361 of the Civil and Commercial Code of the Kingdom of Thailand and the Electronic Transactions Act B.E. 2544 (2001), as amended. By accepting this Agreement, the Customer expressly agrees to be bound by all terms and conditions contained herein.

IMPORTANT NOTICE: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE.

1. Definitions

For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below, unless the context requires otherwise:

"Acceptance" — means the act of the Customer registering an Account, paying any Fees, or otherwise commencing use of the Service, whichever occurs first, which act constitutes irrevocable acceptance of this Agreement in its entirety.

"Account" — means the personal or corporate account created by the Customer on the Platform, giving access to the Service.

"Applicable Law" — means the laws of the Kingdom of Thailand, together with any other laws applicable to the Customer's jurisdiction relating to the use of the Service, data protection, taxation, and consumer protection.

"Appexbots.com" or "Platform" or "Service" — means the proprietary software-as-a-service (SaaS) platform operated by the Company under the brand name "Appexbots.com" and available at appexbots.com, and any associated subdomains, applications, Telegram bots, mini-apps, APIs, and related tools.

"Fees" — means the amounts payable by the Customer to the Company in consideration of the license granted hereunder, as published on the Platform or agreed in writing.

"Force Majeure Event" — means any event beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, civil unrest, government action, sanctions, currency restrictions, pandemics, epidemics, changes in law, cyberattacks, failures of the Internet or third-party service providers (including Telegram, payment gateways, and hosting providers), power outages, and natural disasters.

"Intellectual Property Rights" or "IPR" — means all copyrights, patents, trademarks, service marks, trade names, domain names, trade secrets, know-how, database rights, and all other intellectual property rights of any kind, whether registered or unregistered, existing anywhere in the world.

"Subscription Period" — means the period during which the Customer is granted the right to use the Service, as determined by the tariff plan selected.

"Tariff Plan" — means the specific package of features, limits, and pricing available to the Customer, as published on the Platform from time to time.

"Third-Party Services" — means any services, applications, platforms, or tools provided by third parties (including but not limited to Telegram Messenger LLP, Grab, DHL, Google, HubSpot, Zoho, cloud-infrastructure providers such as OVHcloud, Amazon Web Services and Google Cloud Platform, and payment processors) with which the Service integrates.

"User Content" — means all data, text, files, images, product catalogs, chat messages, customer information, and any other material uploaded, submitted, or transmitted by the Customer or its end-users through the Service.

2. Subject Matter of the Agreement

2.1. The Company grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service via remote access over the Internet, in accordance with the terms of this Agreement and the applicable Tariff Plan.

2.2. The Service is provided under the "Software as a Service" (SaaS) delivery model. No copy of the underlying software is delivered to the Customer, and no exclusive rights in the Service are transferred.

2.3. The functionality of the Service allows the Customer to, among other things:

automate interactions with end-users via Telegram Messenger and other supported channels;
manage product catalogs, restaurant menus, or content directories;
accept, process, and track customer orders;
utilize analytical, marketing, and support-communication modules;
store and process end-user data collected through the Service.

2.4. The Service operates in fully automated mode. The Company does not participate in the Customer's business operations, does not perform sales, does not process orders, does not conduct marketing, and does not interact with the Customer's end-users on the Customer's behalf.

2.5. This Agreement shall not be construed as a service agreement, contract for work, agency agreement, partnership, joint venture, or employment relationship. The parties are independent contracting parties.

2.6. The Company reserves the right to modify, update, add, or discontinue features of the Service at any time, provided that any such modification shall not materially reduce the functionality available under a paid Tariff Plan for the remainder of the paid Subscription Period.

3. Acceptance of the Agreement

3.1. This Agreement is accepted by the Customer through any of the following actions, each of which shall constitute unconditional acceptance:

creating or registering an Account on the Platform;
making payment for any Tariff Plan or add-on service;
actively using any feature of the Service;
clicking a checkbox or button indicating acceptance of these Terms.

3.2. Upon Acceptance, this Agreement becomes a binding contract between the parties, enforceable in accordance with Applicable Law.

3.3. The Customer represents and warrants that (a) it has the full legal capacity and authority to enter into this Agreement, (b) if acting on behalf of a legal entity, it is duly authorized to bind that entity, (c) all information provided to the Company is true, accurate, and complete, and (d) its use of the Service does not violate any Applicable Law.

4. Fees, Billing, and Payment

4.1. The Customer shall pay the Fees for the selected Tariff Plan as published on the Platform. All Fees are exclusive of any taxes, duties, or similar charges, which shall be borne by the Customer, except where the Company is legally required to withhold or remit such taxes on the Customer's behalf.

4.2. Payment is due in advance for the entire Subscription Period. The Service will be activated upon receipt of cleared funds.

4.3. The Company may use one or more third-party payment processors, including but not limited to Skrill, Stripe, PayPal, cryptocurrency processors, or local payment gateways. The Customer's use of such processors is subject to the terms and conditions of those processors, which the Customer agrees to comply with.

4.4. All Fees are quoted and payable in the currency displayed at the time of purchase. Currency conversion fees, if any, are the responsibility of the Customer.

4.5. The Company reserves the right to change Fees at any time upon reasonable notice, which shall be effective for renewal periods following such notice. Fees already paid for a current Subscription Period shall not be affected.

4.6. Failure to pay any Fees by the due date entitles the Company to suspend or terminate the Customer's access to the Service without prior notice, without any obligation to refund previously paid Fees.

5. No-Refund Policy (Final Sale)

5.1. ALL FEES PAID TO THE COMPANY ARE STRICTLY NON-REFUNDABLE. By accepting this Agreement, the Customer expressly and knowingly waives any right to a refund, credit, or reimbursement of any Fees paid, whether in whole or in part, and regardless of the reason for the Customer's decision to discontinue use of the Service.

5.2. Without limiting the generality of the foregoing, the Company shall not be obligated to issue a refund in any of the following circumstances:

the Customer decides not to use the Service after payment;
the Customer's business does not achieve expected results;
the Customer's Account is suspended or terminated due to a breach of this Agreement;
the Customer requests a refund after the Subscription Period has commenced;
the Service is temporarily unavailable due to a Force Majeure Event;
third-party services on which the Service depends (including but not limited to Telegram, Grab, DHL, cloud providers, payment processors) become unavailable, restricted, blocked, throttled, or otherwise impaired;
changes in Applicable Law or regulatory action affect the Customer's ability to use the Service;
the Customer changes its business model, closes its business, or ceases operations.

5.3. Right of withdrawal / cooling-off period. To the maximum extent permitted by Applicable Law, the Customer expressly waives any statutory right of withdrawal or cancellation, on the ground that the Service constitutes digital content and services supplied without a tangible medium, the performance of which begins immediately upon Acceptance and payment. The Customer expressly consents to the immediate performance of the Service and acknowledges that this consent results in the loss of any statutory cooling-off rights that might otherwise apply.

5.4. Exclusive remedy. Where a refund is required by mandatory provisions of Applicable Law and cannot be excluded, the Customer's exclusive remedy shall be, at the Company's sole discretion, either (a) a pro-rata credit against future use of the Service, or (b) a monetary refund limited to the unused portion of the Fees paid for the current Subscription Period only, and never exceeding the aggregate Fees paid during the six (6) months preceding the refund request.

6. Chargebacks, Payment Reversals, and Disputes

6.1. The Customer agrees not to initiate, request, or otherwise attempt any chargeback, payment reversal, credit-card dispute, or similar payment cancellation ("Chargeback") with any bank, payment processor, or card issuer in respect of any Fees paid to the Company, without first (a) contacting the Company in writing at the address set out in Section 22, and (b) allowing the Company at least thirty (30) days to investigate and resolve the matter.

6.2. Any Chargeback initiated in breach of Section 6.1 shall be deemed a material breach of this Agreement and shall entitle the Company, without prejudice to any other rights or remedies, to:

immediately suspend or terminate the Customer's Account and access to the Service;
reclaim from the Customer any and all administrative fees, bank fees, processor fees, penalties, and legal costs associated with the Chargeback;
claim liquidated damages in the amount of the disputed transaction, plus a penalty of USD 200 (two hundred US Dollars) per Chargeback, which the parties acknowledge is a reasonable pre-estimate of the loss caused;
report the Customer to fraud-prevention databases and to competent authorities, where the Chargeback appears to constitute fraud.

6.3. The Customer acknowledges that the Service is delivered digitally and that Fees paid are for irrevocable digital access, use of which begins immediately upon Acceptance. Any attempt to reverse such payment through a Chargeback shall constitute unjust enrichment.

6.4. In the event that a Chargeback is initiated, the Customer agrees that the Company is entitled to submit this Agreement, the Customer's Acceptance record, IP logs, usage records, and any other relevant evidence to the payment processor and to any competent authority to demonstrate the legitimacy of the transaction.

7. Intellectual Property

7.1. All Intellectual Property Rights in and to the Service, including but not limited to the software, source code, object code, databases, user interfaces, graphics, logos, trademarks (including "Appexbots.com"), documentation, and any derivative works thereof, are and shall remain the exclusive property of the Company.

7.2. Except for the limited license expressly granted in Section 2, nothing in this Agreement shall be construed as transferring any Intellectual Property Rights to the Customer.

7.3. The Customer shall not, directly or indirectly:

copy, modify, distribute, sell, or lease any part of the Service;
reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service;
create derivative works based on the Service;
remove or obscure any proprietary notices, labels, or marks on the Service;
use the Service to develop a competing product;
sublicense, resell, transfer, or otherwise make the Service available to any third party without prior written consent of the Company.

7.4. The Customer retains ownership of all User Content. The Customer grants to the Company a worldwide, royalty-free, non-exclusive license to host, store, transmit, display, and otherwise process User Content solely to the extent necessary to provide the Service.

8. Acceptable Use Policy

8.1. The Customer shall use the Service only for lawful purposes and in a manner consistent with all Applicable Law and this Agreement.

8.2. The Customer shall not:

use the Service to distribute unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable content;
use the Service to transmit unsolicited commercial communications ("spam") in violation of Applicable Law;
use the Service to infringe any Intellectual Property Rights or privacy rights of any person;
use the Service in connection with the sale or distribution of illegal goods or services, including but not limited to narcotics, weapons, counterfeit goods, or content sexually exploiting minors;
attempt to gain unauthorized access to the Service, or to interfere with, disrupt, or overload the Service's infrastructure;
use automated scripts, bots, or scrapers except through officially provided APIs;
use the Service in violation of applicable trade sanctions, export control laws, or anti-money-laundering rules.

8.3. Breach of this Section 8 shall entitle the Company to immediately suspend or terminate the Customer's Account without prior notice and without refund of any Fees paid.

9. Third-Party Services and Integrations

9.1. The Service integrates with, and depends on, Third-Party Services provided by other companies, including but not limited to Telegram Messenger LLP, Grab, DHL, Google, HubSpot, Zoho, cloud-infrastructure providers (OVHcloud, Amazon Web Services, Google Cloud Platform), and payment processors.

9.2. The Company does not control Third-Party Services and does not guarantee their availability, performance, or continued existence. Any changes, restrictions, blockages, throttling, or discontinuation of Third-Party Services by their operators or by any governmental authority are entirely outside the Company's control.

9.3. The Customer's use of Third-Party Services is governed by the terms and conditions and privacy policies of those third parties. The Company is not a party to those agreements and bears no responsibility for their content or enforcement.

9.4. Without limitation, the Company shall not be liable for any interruption, degradation, restriction, blockage, or unavailability of Telegram Messenger or any other messaging platform in any country or region, and such events shall not entitle the Customer to any refund, credit, or damages.

10. Data Protection and Privacy

10.1. The Company processes personal data in accordance with the Thailand Personal Data Protection Act B.E. 2562 (2019) ("PDPA") and, where applicable, the EU General Data Protection Regulation ("GDPR"), the UK Data Protection Act 2018, and any other applicable data-protection laws.

10.2. As between the parties, the Customer is the data controller and the Company is the data processor with respect to any personal data of the Customer's end-users processed through the Service. The Customer is solely responsible for obtaining all necessary consents and providing all required notices to its end-users.

10.3. The Company's privacy practices are further described in the Privacy Policy published at appexbots.com/privacy, which is incorporated into this Agreement by reference.

10.4. The Customer represents and warrants that its collection, storage, and use of end-user personal data through the Service complies with all Applicable Law in the Customer's jurisdiction and in the jurisdictions of its end-users.

10.5. The Customer shall indemnify and hold the Company harmless from any claim, penalty, or damage arising from the Customer's breach of Applicable Law relating to data protection.

11. Disclaimer of Warranties

11.1. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. To the fullest extent permitted by Applicable Law, the Company disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, title, accuracy, availability, uninterrupted operation, security, and freedom from errors or bugs.

11.2. The Company does not warrant that (a) the Service will meet the Customer's requirements; (b) the Service will operate uninterrupted, error-free, or with any specific level of availability; (c) any information or content obtained through the Service will be accurate or reliable; (d) any defects will be corrected within any particular time frame; or (e) the Customer will achieve any particular business result from using the Service.

11.3. No advice or information, whether oral or written, obtained by the Customer from the Company shall create any warranty not expressly stated in this Agreement.

12. Limitation of Liability

12.1. AGGREGATE CAP. To the maximum extent permitted by Applicable Law, the Company's total, cumulative, and aggregate liability to the Customer for any and all claims arising out of or in connection with this Agreement or the Service, whether in contract, tort (including negligence), statute, or otherwise, shall not exceed the total amount of Fees actually paid by the Customer to the Company during the six (6) months immediately preceding the event giving rise to the claim.

12.2. EXCLUSION OF INDIRECT DAMAGES. In no event shall the Company be liable for any indirect, incidental, consequential, exemplary, punitive, or special damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of data, loss of anticipated savings, or business interruption, whether or not the Company has been advised of the possibility of such damages.

12.3. Without limiting Sections 12.1 and 12.2, the Company shall not be liable for any damages arising from:

the acts, omissions, or breaches of any Third-Party Service, including but not limited to Telegram, payment processors, hosting providers, marketplaces, and delivery services;
any Force Majeure Event, including regulatory restrictions, sanctions, blockages, or throttling of any platform;
the Customer's failure to secure its Account, credentials, or infrastructure;
the Customer's failure to comply with Applicable Law;
any decisions the Customer makes based on data or analytics provided through the Service;
unauthorized access to or alteration of the Customer's User Content by third parties, except where directly caused by the Company's gross negligence.

12.4. The Customer acknowledges that the Fees have been calculated on the basis of the allocation of risk set out in this Section 12, and that these limitations form an essential basis of the bargain between the parties. Without these limitations, the Fees would be materially higher.

12.5. Nothing in this Agreement shall exclude or limit any liability which cannot be excluded or limited under Applicable Law, including liability for death or personal injury caused by gross negligence or wilful misconduct, or for fraud.

13. Indemnification

13.1. The Customer shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with (a) the Customer's breach of this Agreement; (b) the Customer's use of the Service in violation of Applicable Law; (c) any User Content uploaded, transmitted, or processed through the Service; (d) any dispute between the Customer and any end-user; or (e) any claim by a third party arising from the Customer's business or activities.

14. Suspension and Termination

14.1. The Company may, at its sole discretion and without prior notice, suspend or terminate the Customer's Account or access to the Service for any of the following reasons:

breach of any provision of this Agreement;
non-payment of Fees;
initiation of a Chargeback;
use of the Service in violation of Applicable Law or the Acceptable Use Policy;
at the request of a competent governmental authority;
any activity that, in the reasonable judgment of the Company, may harm the Company, other customers, or third parties.

14.2. The Customer may terminate this Agreement at any time by discontinuing use of the Service and closing its Account. No refund of any prepaid Fees shall be made upon such termination.

14.3. Upon termination, the Customer's right to use the Service shall cease immediately. Sections 5 (No-Refund Policy), 6 (Chargebacks), 7 (Intellectual Property), 10 (Data Protection), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 17 (Governing Law), 18 (Dispute Resolution), and 22 (General Provisions) shall survive termination.

14.4. Following termination, the Company may retain User Content for up to ninety (90) days for legal, tax, and archival purposes, after which it may be permanently deleted. The Customer is solely responsible for exporting its data before termination.

15. Modifications to This Agreement

15.1. The Company reserves the right to modify this Agreement at any time by publishing an updated version on the Platform. The updated version shall be effective from the date of publication, or such later date as specified therein.

15.2. Continued use of the Service after the effective date of any modification constitutes the Customer's acceptance of the modified Agreement.

15.3. If the Customer does not agree to a modification, the Customer's sole remedy is to cease using the Service. No refund shall be issued in respect of Fees paid before the modification.

16. Force Majeure

16.1. Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event.

16.2. The party affected by a Force Majeure Event shall promptly notify the other party of the event and use commercially reasonable efforts to mitigate its effects.

16.3. If a Force Majeure Event continues for a period exceeding sixty (60) consecutive days, either party may terminate this Agreement upon written notice, without liability to the other party.

17. Governing Law

17.1. This Agreement shall be governed by, and construed in accordance with, the laws of the Kingdom of Thailand, without giving effect to any principles of conflict of laws that would apply the laws of another jurisdiction.

17.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded and shall not apply to this Agreement.

18. Dispute Resolution

18.1. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach, or termination (a "Dispute"), shall first be resolved by good-faith negotiations between the parties, initiated by written notice from one party to the other.

18.2. If a Dispute is not resolved within thirty (30) days of the written notice referred to in Section 18.1, the Dispute shall be finally settled either (a) by the competent courts of the Kingdom of Thailand having jurisdiction over the Company's registered office in Chiang Mai Province, or, at the sole election of the Company, (b) by arbitration administered by the Thai Arbitration Institute (TAI) under its Rules, with the seat of arbitration in Bangkok, Thailand, and the language of arbitration in English.

18.3. Notwithstanding Section 18.2, the Company may seek injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

18.4. Each party shall bear its own costs of the Dispute, unless otherwise ordered by the court or arbitral tribunal.

19. Notices

19.1. Any notice required or permitted under this Agreement shall be given in writing in the English language and delivered by (a) email to the address on record with the Company, or (b) registered mail to the registered office set out at the top of this Agreement.

19.2. Notices to the Company shall be sent to: appexbots@gmail.com (or such other address as the Company may notify from time to time), with a copy to the registered office in Chiang Mai Province, Thailand.

20. Assignment

20.1. The Customer may not assign, transfer, or sublicense this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of the Company. Any attempted assignment in violation of this Section shall be void.

20.2. The Company may assign this Agreement to any successor or affiliate without the consent of the Customer.

21. Sanctions, Export Controls, and Trade Compliance

21.1. The Customer represents and warrants that (a) it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive economic sanctions administered by the United Nations, European Union, United Kingdom, United States (OFAC), or other relevant authority; and (b) it is not identified on any restricted-party or sanctions list.

21.2. The Customer shall not use the Service, directly or indirectly, in violation of any applicable sanctions or export-control laws.

21.3. Breach of this Section 21 shall entitle the Company to immediately terminate the Customer's Account without notice and without refund.

22. General Provisions

22.1. Entire Agreement. This Agreement, together with the Privacy Policy and any Tariff Plan documentation published on the Platform, constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior agreements, understandings, and communications, whether oral or written.

22.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced by an enforceable provision that most closely reflects the parties' original intent.

22.3. No Waiver. A party's failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other right or remedy.

22.4. Language. This Agreement is executed in the English language. Any translation is provided for convenience only, and in the event of any discrepancy, the English version shall prevail.

22.5. Electronic Signature. The parties agree that this Agreement may be accepted electronically, and that such electronic acceptance shall have the same legal effect as a handwritten signature, in accordance with the Electronic Transactions Act B.E. 2544 (2001).

22.6. Headings. Headings in this Agreement are for convenience only and shall not affect its interpretation.

23. Company Details

Company Name (English): SIAM GEKKO CO., LTD.
Company Name (Thai): บริษัท สยาม เก็กโก จำกัด
Trading Name: Appexbots.com (also referred to as "Gekko Siam")
Registration Number: 0505565016342
Date of Incorporation: 7 September 2022
Registered Office: 252/49, Moo 2, Mae Sa Sub-district, Mae Rim District, Chiang Mai Province, Kingdom of Thailand
Registered Capital: THB 5,000,000 (Five Million Thai Baht)
Sole Director / Authorized Signatory: Mr. Anton Levchuk
Website: https://appexbots.com
Contact Email: appexbots@gmail.com

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