Public Offer

This offer constitutes an official proposal by Limited Liability Company "D1 Capital" (OOO "D1 Capital") (INN 9703192550, OGRN 1247700661768), hereinafter referred to as the "Contractor," and expresses the intention to enter into an agreement for the provision of information and consulting services (hereinafter — the "Agreement," the "Offer," the "Offer Agreement") with any natural person and/or legal entity, hereinafter referred to as the "Client," who has accepted the terms of this Offer.

This Offer takes effect from the moment it is posted on the Internet at: https://d1capital.ru/offer and remains in force until the Offer is withdrawn by the Contractor.

The moment of full and unconditional acceptance of the Contractor's proposal to enter into the Agreement (that is, acceptance of the offer) is the receipt of funds from the Client into the Contractor's account. In accordance with clauses 1 and 3 of Article 438 of the Civil Code of the Russian Federation, acceptance of the Offer is equivalent to concluding an agreement in written form on the terms set out in the Offer.

This Agreement governs solely the provision of information and consulting services. Use of the D1 Wealth software is governed by a separate License Offer Agreement, available at: https://d1capital.ru/offerpo

1. Concepts and Terms

1.1. In this Offer, the concepts and terms listed below are used with the following meanings:

1.1.1. Agreement — this Agreement — a public proposal (Agreement, Offer, Offer Agreement) to any natural person and/or legal entity to enter into an Agreement for the receipt of information and consulting services on the terms set out below. The Agreement includes this text, including its integral part: Appendix No. 1.

1.1.2. Client — a natural person and/or legal entity who has purchased services (accepted this Offer) in the manner provided for by this Agreement.

1.1.3. Services — services provided by the Contractor on a paid (fee-based) basis in accordance with the Tariffs specified in Appendix No. 1.

1.1.4. Website — the totality of information, texts, graphic elements, design, images, photo and video materials and other results of intellectual activity, as well as computer programs, contained in the information system that ensures the availability of such information on the Internet at the network address: https://d1capital.ru/

1.1.5. Feedback — the provision by the Contractor of explanations, comments and answers to the Client's questions by means of electronic communications (including via the Platform, messengers and video conferences).

1.1.6. Platform — a computer program that constitutes the totality of software tools and services of the Contractor and/or third parties (including, but not limited to, D1 Wealth, GetCourse, Telegram and others) used to provide services and to grant the Client access to information materials and services in a remote format.

1.2. This Offer may use concepts not defined in clause 1.1. In such cases, the concepts shall be interpreted in accordance with the text and meaning of this Offer. In the absence of an unambiguous interpretation, the civil legislation of the Russian Federation shall be applied.

2. Subject of This Agreement

2.1. The Contractor undertakes to render services to the Client, and the Client undertakes to accept and pay for such services on the terms of this Offer.

2.2. Under this Agreement, the Contractor renders a package of information and consulting services, including:

• the provision of access to the Contractor's information and educational materials under a simple (non-exclusive) license, including video materials, recordings of webinars and broadcasts, as well as other materials posted on the Website;
• the provision of information and consulting support, including the provision of information and analytical materials on financial markets and financial instruments, the explanation of general approaches to and principles of investing, the conduct of online meetings, webinars, consultations and discussions, as well as the provision of answers to the Client's questions. Such support does not constitute the provision of individual investment recommendations within the meaning of the legislation of the Russian Federation;
• the provision of access to the resources of the Contractor's information club under a subscription agreement (Article 429.4 of the Civil Code of the Russian Federation), including the provision of the opportunity to join closed channels and communities in messengers;
• the provision of the opportunity to participate on preferential terms in closed events organized by the Contractor, in an in-person and/or remote format.

To render certain services, the Contractor may use the D1 Wealth software. The procedure for granting the right to use such software is governed by a separate License Offer Agreement.

2.3. Services are rendered over the term determined by the Tariff selected by the Client.

2.4. The fact of granting the Client access to information materials is recognized by the Parties as proper performance of the Contractor's obligations, regardless of the Client's actual use of those opportunities. Access to materials is provided by viewing them on the Website without the right to download them or transfer them to third parties.

2.5. The list, content, cost and timeframes for rendering services are determined by the Tariffs posted on the Contractor's Website or in this Agreement.

2.6. By accepting this Offer, the Client:

• confirms that they have carefully reviewed and agree with all the provisions of this Offer;
• confirms that they have reviewed the Tariffs and fully agree with them;
• confirms the lawfulness of their actions: the existence of authority, legal capacity, having reached the age of 18, and the lawful right to enter into contractual relations with the Contractor;
• consents to receiving advertising mailings from the Contractor;
• consents to the processing of personal data in accordance with the Personal Data Processing Policy;
• confirms that they fully agree with the terms of this Offer.

3. Procedure for Rendering Services, Timeframes and the Procedure for Their Rescheduling

3.1. Services are rendered by the Contractor remotely via the Internet using Platforms, messengers and other software determined by the Contractor.

3.2. The timeframe for rendering services is determined by the Tariff selected by the Client and is specified on the Contractor's Website or in this Offer.

3.3. The Contractor does not carry out the activity of an investment adviser and does not provide individual investment recommendations within the meaning of Federal Law No. 39-FZ "On the Securities Market."

3.4. The dates and times of online meetings, webinars and other events are determined by the Contractor and communicated to the Client via the Website/Platform, personal account, email or other means of communication.

3.5. The Contractor has the right to change the schedule of events, as well as the online services and Platforms used, provided that the overall scope of services is preserved.

3.6. Services are deemed to have been rendered properly and accepted by the Client if, within 2 (two) business days from the moment the relevant service was rendered, the Client has not sent reasoned written objections to the Contractor's email address.

3.7. To receive services, the Client independently ensures the availability of the technical means and Internet access necessary to use the Website and other services employed by the Contractor.

4. Rights and Obligations of the Parties

4.1. The Contractor undertakes to:

4.1.1. Render services in accordance with the terms of this Offer and within the timeframes established by the Tariff selected by the Client.

4.1.2. Provide the Client with access to information materials and the Platform(s) after payment is received. Access is provided by sending access passwords for the closed section of the educational Platform to the Client's email address.

4.1.3. Maintain confidentiality and not transfer the information received to third parties.

4.2. The Contractor has the right to:

4.2.1. Unilaterally amend and supplement the terms of this Offer, ensuring that the amended terms are published on the Website no less than one day before they take effect.

4.2.2. Use the Client's personal data provided for the purpose of fulfilling obligations under this Offer.

4.2.3. Independently determine the forms and methods of rendering services, including the Platforms and services used, provided that the scope and content of the services are preserved.

4.2.4. Make changes to the schedule of online meetings and the publication of materials, notifying the Client by email or other means of communication.

4.2.5. Make changes to the content of information materials and analytical publications for the purpose of updating them. The Contractor has the right to increase the scope of the services provided at its own discretion without charging an additional fee.

4.2.6. Restrict the Client's access to the Website's resources in the event of a gross violation of the rules of conduct (incitement of interethnic conflicts, spam, obscene statements, insults, etc.), with prior written notice to the Client.

4.2.7. Engage third parties to render certain services without additional coordination with the Client. The Contractor is responsible for the activities of such third parties as for its own.

4.2.8. Unilaterally terminate the Agreement in the event of a material breach by the Client of the terms of this Agreement. In such case, the funds paid by the Client are non-refundable and constitute a penalty (liquidated damages).

4.3. The Client undertakes to:

4.3.1. Pay for the Contractor's services in a timely manner in the order and within the timeframes provided for by this Offer.

4.3.2. Provide accurate information necessary for the provision of services, including contact details.

4.3.3. Comply with the rules for using the Website/Platforms and other online services.

4.3.4. Not distribute or transfer the Contractor's information materials to third parties without the Contractor's written consent.

4.3.5. Comply with the rules of conduct and show respect toward the Contractor.

4.3.6. Not record, distribute or resell the information and materials provided by the Contractor. In the event of a violation, the Contractor has the right to recover a penalty of up to 500,000 (five hundred thousand) rubles regardless of the amount of losses actually incurred (Articles 1252, 1301 of the Civil Code of the Russian Federation).

4.3.7. Independently monitor updates to the information posted on the Website, including changes to this Offer.

4.3.8. Independently ensure the availability of the technical means and Internet access necessary to receive services.

4.4. The Client has the right to:

4.4.1. Receive services in full and of proper quality in accordance with the terms of this Offer.

4.4.2. Receive from the Contractor basic information on matters relating to the provision of services and the use of the Website/Platform.

4.4.3. Contact the Contractor for clarifications on the subject matter of the information materials provided and receive feedback within the selected and paid-for Tariff.

4.4.4. Withdraw from performance of this Agreement at any time, subject to the refund procedure provided for by this Offer.

5. Cost of Services

5.1. The cost of the Contractor's services is determined in accordance with the Tariff selected by the Client and is specified on the Website or in this Offer.

5.2. The Contractor has the right to change the cost of services unilaterally. A change in cost does not apply to services paid for by the Client prior to the moment the relevant changes are made.

5.3. Payment for services is made by the Client in the form of advance payment by one of the following methods:

• by transferring funds to the Contractor's settlement account on the basis of an issued invoice;
• by other payment methods specified on the Contractor's Website.

Payment may also be made through payment agents and/or payment services specified on the Website.

5.4. The Client has the right to make an advance payment to reserve the best terms for themselves. The advance payment is non-refundable and is deemed payment for the service of reserving the best terms.

5.5. The Client's payment obligation is deemed fulfilled from the moment funds are received into the Contractor's settlement account.

5.6. Fees charged by banks, payment systems and other payment intermediaries are paid by the Client independently, unless otherwise stated on the Contractor's Website.

5.7. After payment is received, the Client is sent the information necessary to receive the services, including access to materials or other resources used by the Contractor.

6. Refund Procedure

6.1. Refunds are made upon the Client's application sent to the technical support address specified on the Website, less the Contractor's actual expenses as of the moment of the refund (bank fees, the cost of access provided, the cost of events held and other expenses directly related to the performance of the Agreement).

6.2. In the event the Client withdraws from performance of the Agreement, the cost of the services rendered is calculated in proportion to the time elapsed from the moment the provision of services began to the moment the Contractor received the refund application.

6.3. No refund is made in respect of services rendered by providing access to information and educational materials, as well as to the resources of the information club, since such services are deemed to have been rendered from the moment the relevant access is provided (Article 429.4 of the Civil Code of the Russian Federation).

6.4. A change by the Contractor to the composition, content or format of the services rendered is not grounds for a refund, provided that the general nature of the package of information and consulting services is preserved.

6.5. Refunds are made within 30 (thirty) calendar days from the moment the Contractor receives the relevant application from the Client.

6.6. Upon receipt of a refund application, the Client's access to information materials, closed channels and other resources of the Contractor is terminated within 1 (one) business day.

7. Liability of the Parties

7.1. The Contractor is not liable for losses caused to the Client as a result of the inability to use the services through no fault of the Contractor, including software or hardware errors of the Client's equipment, delays in data transmission and other circumstances related to deficiencies in communication services.

7.2. The Contractor is not liable for the Client's losses arising from unauthorized access by third parties to the Website or to the Client's account credentials, if such access occurred through no fault of the Contractor.

7.3. The Contractor is not liable for the Client's achievement of any results associated with the application of the information, materials or analytical data provided in the course of rendering services.

7.4. The information and materials provided by the Contractor are of an information and consulting nature. The Contractor does not guarantee that the Client will achieve any specific results. All decisions are made by the Client independently and at the Client's own responsibility.

7.5. The Contractor does not guarantee the absolute uninterrupted operation of the Website and the services used, but takes reasonable measures to ensure their stable operation.

7.6. The Parties are released from liability for non-performance of obligations due to force majeure circumstances: fire, flood, earthquake, military actions, epidemics, the imposition of restrictive measures by state authorities, and other circumstances that the parties could not reasonably have foreseen.

7.7. All information materials posted on the Website are results of the Contractor's intellectual activity and are protected by the intellectual property legislation of the Russian Federation. The Client is granted the right to use them solely for personal purposes.

8. Personal Data and Its Use

8.1. The Client consents to the Contractor processing their personal data: first name, last name; email address; contact telephone number; accounts in messaging programs and social networks.

8.2. The processing of personal data means the recording, systematization, accumulation, storage, updating, retrieval, use, transfer to third parties for the purposes of performing this Agreement, blocking, deletion and destruction of personal data in accordance with the legislation of the Russian Federation.

8.3. Personal data is processed for the purposes of the Contractor's performance of its obligations under this Agreement, the provision of access to services and information materials, the provision of feedback, and the sending of informational messages.

8.4. The Client has the right to withdraw consent to the processing of personal data at any time by sending the Contractor a relevant notice. Withdrawal of consent may make the further provision of services impossible.

9. Protection of Intellectual Property

9.1. The information materials posted on the Website contain results of intellectual activity belonging to the Contractor, its affiliates or other rights holders.

9.2. By using such materials, the Client acknowledges and agrees that all of their content and structure are protected by the intellectual property legislation of the Russian Federation. Entering into this Agreement does not entail the transfer of any exclusive rights to the Client.

9.3. The Client is granted the right to use the materials solely for personal purposes. Without the Contractor's written consent, the Client may not reproduce, copy, distribute, publish or otherwise use such materials.

9.4. When quoting materials, the Client is obliged to cite the source — the Contractor's Website.

9.5. In the event of the Client's violation of the provisions of this section, the Contractor has the right to demand compensation for the losses caused, including lost profits, as well as the application of other liability measures.

10. Final Provisions

10.1. This Agreement takes effect from the moment the Client accepts the Offer and remains in force until the Parties have fully performed their obligations.

10.2. All disputes and disagreements are resolved through negotiations. If agreement is not reached, the dispute is subject to consideration in court at the Contractor's location. Claims are sent to the Contractor at the address specified in section 11, and to the Client at the email address specified when placing the order. The Party that receives a claim is obliged to consider it within 10 (ten) calendar days.

10.3. A court's finding that any provision of this Agreement is invalid does not entail the invalidity of the other provisions.

10.4. Without conflicting with the terms of the Offer, the Parties have the right at any time to execute the agreement in the form of a written bilateral document.

11. Contractor's Details

Appendix No. 1. Tariff Schedule

All Tariffs include a single list of services provided for by this Offer. The difference between Tariffs is determined solely by the term over which services are rendered.

Tariff	Service term	Cost (RUB), excl. VAT	Procedure for rendering services
Tariff No. 1	3 months	112,500	Provision of logins, passwords and other information necessary to gain access to the Website
Tariff No. 2	6 months	225,000
Tariff No. 3	12 months	450,000