Services Agreement

1. General Provisions

1.1. Purpose and Acceptance

This document, drawn up in accordance with the current legislation of Uruguay, is addressed to any individual or legal entity visiting the website https://lara-script.com/ (hereinafter referred to as the “User” or “Client” depending on their actions on the website). The party publishing this document, as well as all the terms contained herein, is Lara Software Uruguay SAS (company registration number 220684820010), hereinafter referred to as the “Provider”. Both parties enter into this agreement (hereinafter referred to as the “Agreement” or the “Offer”), the subject of which is the provision of services for the development, adaptation, and maintenance of software.

1.2. Contractual Form

From the moment this offer is accepted (“accept”) by the User or Client, this document shall be considered concluded at the moment the Client places an order.

1.3. Full and Unconditional Acceptance

The Client agrees to the terms of this Offer and the Agreement in full and without reservation, without any exceptions.

1.3.1. Full and unconditional acceptance of the Offer is considered to be the payment by the Client for services in the manner established by law and in accordance with clauses 4.1–4.3 of this Agreement.

1.3.2. Acceptance implies the full consent of the User or Client to conclude this Offer in full for the provision of services for the development, adaptation, and maintenance of the software product.

1.4. Definitions and Scope

In accordance with this Agreement, the following terms are adopted, and the term “Parties” refers to the participants in this transaction — the Provider and the Client.

• Software Product: specialized operational software belonging to the Provider and constituting an object of copyright of its developer, i.e., the Provider. The Software Product includes a system of files necessary to provide the Client with electronic access to the services of integrated electronic payment systems. The Client has the right to manage the software at their own discretion, provided this does not contradict the principles of current management (when an updated database appears). A full description of the properties of the Software Product is available to Clients on the website.
• Website: the Provider’s working platform in the domain https://lara-script.com. The Provider may also operate additional websites on subdomains.
• Service: a set of interactive online services available to the User on the Provider’s website, as well as additional services provided upon activation of this Agreement.
• Login: a unique user name (Email) stored in the Provider’s service database.
• Database: information about Clients generated by the Provider.
• Authorization Server: the server storing the Provider’s database.
• Authorization: a set of actions allowing the Provider to identify the Client by entering their personal data.
• Order Page: an active page on the Provider’s website where the Client places an order for goods and services. The electronic order form specifies all data, including the terms of provision of services, adaptation and maintenance, as well as the cost and payment procedure.

1.5. Performance of the Agreement

By fulfilling the provisions of clause 1.3.1 of this Agreement, the User and Client confirm that they:

• May act independently or as authorized representatives of a company, having the authority to carry out operations and make decisions regarding the Provider’s services.
• Have read all provisions of the Agreement in full.
• Undertake to comply with all provisions of the Agreement without any exceptions, clarifications, or deviations.
• Agree that the Provider may, without prior notice, change the terms of the Agreement at its discretion, informing the Client and User of current changes in a convenient manner.
• Possess the necessary legal rights to carry out transactions with the Provider.
• Use the service only for the purposes and tasks provided for in the Agreement and in accordance with legal requirements and business practice.
• Will not use the Provider’s products to violate laws or restrict the normal operation of third-party services or functions; the use of the software must not violate the interests of third parties.
• Accept that all services provided by the Provider, including adaptation and support, are provided “as is” within the international software distribution system, without additional guarantees unless otherwise specified.
• Resolve arising issues by timely informing each other of problems; the Provider corrects only those malfunctions of which it is aware and which the Client cannot eliminate independently without the Provider’s assistance.
• Bear full responsibility for the accuracy of personal data specified in the profile, while the Provider is not responsible for claims of third parties in case of incorrectly specified data.
• By placing an order, agree with all the terms of this Agreement and confirm acceptance of its rules.

1.6. Functional Capabilities

All functional capabilities of the Service are developed by the Provider. The Client is familiar with the procedure for receiving services for the adaptation and maintenance of the Software Product. The User acts in accordance with the methodological recommendations of the Provider.

1.7. Technical, Organizational, and Commercial Conditions:

All relevant instructions are communicated by the Provider to the Client and prescribed on the main page of the website.

1.8. Right to Refuse

The Provider reserves the right to refuse to enter the Agreement if the Client belongs to prohibited or restricted jurisdictions (clauses 1.10–1.11), has not passed the KYC/AML procedure (clause 6.1.7), data processing is carried out in accordance with the Privacy Policy and current legislation of Uruguay, has provided false information, or otherwise violates the requirements of this Agreement and/or the current legislation of Uruguay.

1.9. Service Availability

All services related to the Software Product are available to the Client who has concluded the Agreement only if the Client has Internet access adapted for working with the interface of the Provider’s website.

1.10. Prohibited Jurisdictions

It is prohibited to use the Lara-Script website by citizens and/or residents of the following countries/territories: Afghanistan, American Samoa, Chad, Cuba, Democratic People’s Republic of Korea (North Korea), Democratic Republic of the Congo, Federal Republic of Ambazonia, Guam, Haiti, Iran, Iraq, Jamaica, Kosovo, Lebanon, Libya, Myanmar (Burma), Nicaragua, Northern Mariana Islands, Palestine, Republic of Belarus, Republic of Sudan, Russian Federation, Somalia, South Sudan, State of Palestine, Syria, Transnistria, Trinidad and Tobago, Turkish Republic of Northern Cyprus, U.S. Virgin Islands, Venezuela, Western Sahara, Yemen, as well as temporarily occupied territories of Georgia and Ukraine.

1.11. Restricted Jurisdictions

The Provider reserves the right to refuse service to the following jurisdictions: Albania, Bahamas, Barbados, Burkina Faso, Cambodia, Cameroon, Central African Republic, China, Côte d’Ivoire, Liberia, Mali, Mozambique, Nicaragua, Pakistan, Philippines, Puerto Rico, Senegal, South Africa, Tanzania, Trinidad and Tobago, Turkmenistan, Uganda, Vanuatu, Vietnam, Western Sahara, Zimbabwe.

1.12. Right to Early Termination

The Provider has the right to terminate the Agreement unilaterally (with or without notice) without refund if the Client violates the terms of this Agreement, including:

• belongs to a prohibited jurisdiction;
• refused or evaded KYC/AML procedures;
• provided false or inaccurate data;
• uses the Service for unlawful purposes.

1.1.12.1 Sanctions and Restricted Currency Usage

The Provider reserves the right to suspend, restrict, or terminate access to the Services, without prior notice and without any refund, if it is determined that the Client uses the Software or Services, directly or indirectly, in connection with:

• financial institutions, payment systems, or counterparties located in jurisdictions prescribed in clauses 1.10 and 1.11 of this Agreement;
• currencies issued by jurisdictions prescribed in clauses 1.10 and 1.11 of this Agreement;
• transactions or activities that may violate applicable sanctions, export control regulations, or AML/CFT requirements.

The Client acknowledges and agrees that any such use constitutes a material breach of this Agreement.

1.13. Technical Support Limitations

Lara Software Uruguay SAS does not provide technical support, consultations, or other customer assistance to citizens and/or residents of the countries and territories specified in clause 1.10. This limitation applies regardless of the nature of the request and the communication channel.

2. Subject of the Agreement

2.1. Within the framework of this Agreement, the Provider provides services to the Client, and the Client undertakes to pay for these services and fulfill all requirements related to the installation of the Software Product.

2.2. The Provider guarantees that it is the owner of the Software Product.

2.3. The Provider may offer its services to any other clients and grant licenses to third parties for the installation and use of the Software Product. The Provider is not limited to working with only one Client; it has the right to cooperate with other persons, providing similar or identical services.

2.3.1. The Provider provides services under the terms of the selected tariff plan indicated on the Provider’s website.

2.4. The Agreement enters into force from the moment the Client accepts its terms.

3. Intellectual Property

3.1. After receiving the Software Product as an object of intellectual property, the Client does not have the right to:

• Use the software for unlawful purposes.
• Cause any type of harm (including financial) to third parties through the software.
• Lease or sell the software without the Provider’s consent.
• Publish the Provider’s source code in open access.
• Violate intellectual property laws.

3.2. The Client receives a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Software Product exclusively for its own internal commercial purposes.

3.2.1. The Client does not have the right to provide access to the Software Product to third parties, including but not limited to: resale, leasing, subleasing, providing access in SaaS mode, white-label, as well as in any other ways, except in cases expressly agreed with the Provider in writing.

4. Procedure for Acceptance of the Offer, Adaptation of the Software Product

4.1. The Client has the right to conclude an agreement with the Provider from the moment of registration on the website. At the same time, the Client is obliged to comply with the rules prescribed clause 1.5.

4.2. Upon concluding the Agreement, the Client, in accordance with subclause 1.3.1, accepts the terms of the Offer and simultaneously pays for the services. After receipt of payment, access to the Provider’s services becomes active.

4.3. Acceptance is considered completed after payment of 100% of the cost of the tariff selected by the Client on the Provider’s website.

4.3.1. Tariff rates are indicated on the Provider’s website. At the same time, the Client may pay in their national currency (except national currencies of jurisdictions prescribed in clause 1.10 of this Agreement) or any fiat/virtual asset supported on the Provider’s website. The calculation is carried out at the exchange rate on the date of the transaction reflected in the invoice at the conclusion of the Agreement.

4.3.2. From the moment the provision of services begins, the Provider carries out the installation (adaptation) of the Software Product on the Client’s server.

4.4. The Software Product begins to function after installation on the Client’s server, in accordance with subclause 4.1.1.

4.5. After acceptance of the Offer, the Service registers the Client’s account on the Website, including data (IP, transaction codes, etc.) in the Database, and also stores information about paid services.

4.6. Upon activation of the software by the Client, in accordance with the Agreement, the Provider provides:

• Receipt of software updates via the Internet.
• Technical support via the Internet.
• Access to the Provider’s information systems (information about updates in the Personal Account).

4.7. The Provider does not provide services for updating the source code of the Software Product.

5. Terms and Procedure of Payment

5.1. In accordance with subclause 2.3.1 of this Agreement, the cost and conditions of service provision are specified in the corresponding tariff.

5.2. The Provider has the right to change the cost and tariff plans. New prices come into force from the moment of publication on the Provider’s website and apply to subsequent billing periods. Clients will be notified of changes at least 3 (three) calendar days before the changes take effect.

6. Rights and Obligations of the Parties

6.1. The Provider has the right to

6.1.1. Temporarily suspend the operation of the website and software for updates and/or maintenance. The Client receives prior notice (at least 3 days in advance) of scheduled work; in emergency cases, notification is given at the earliest opportunity.

6.1.2. If there are signs of violation of the law or the Agreement, suspend (for the duration of the investigation) and/or deactivate the Client’s account.

6.1.3. Unilaterally change the terms of the Offer by notifying the Client via the personal account or announcement on the website.

6.1.4. Offer the Client additional services without extra charge if it prescribed by the tariff.

6.1.5. In case of violation by the Client of this Agreement provisions, suspend the operation of the Personal Account and, up to deactivation, delete the Software Product in case of a serious violation.

6.1.5.1. Significant violations are considered

• A complaint from a third party about unlawful use of the software by the Client.
• Information provided confirming a direct violation by the Client of this Agreement.
• Facts indicating that the Client publishes materials violating this Agreement.
• Provision of false information by the Client to the Provider during verification or compliance checks.

6.1.6. At any time during the term of the Agreement, remotely update the Software Product.

6.1.7. Request from the Client documents confirming their identity, as well as other data necessary to complete the verification procedure within the framework of KYC/AML policy. In case of failure to provide or provision of false data, the Provider has the right to suspend or restrict access to services.

6.1.8. Refuse to provide services to Users using the Software Product in transactions with currencies that are national currencies of the jurisdictions listed in clause 1.10.

6.2. The Client is obliged to

6.2.1. Use only certified equipment to work with the software.

6.2.2. Receive the Provider’s services at a convenient time, following the instructions on the website.

6.2.3. Not transfer the product to third parties and not publish public information about it.

6.2.4. Not commit unlawful actions that violate the exclusive rights of the Provider or third parties.

6.2.5. Comply with the Provider’s obligations in accordance with clauses 1.10 and 1.11.

7. Liability of the Parties

7.1. Each party bears responsibility for non-performance or improper performance of its obligations in accordance with applicable law.

7.2. The Provider is not responsible for the regularity of functional properties and operability of the software in case of changes in parameters beyond the Provider’s control.

7.3. All arising issues are resolved in accordance with applicable law.

7.4. The Provider is not liable if software malfunctions are caused by reasons not related to development by the Provider.

7.5. The Provider is not responsible for the operation of the software if the source code has been altered by the Client or third parties.

7.6. The Provider is not responsible for the actions of the Client that have led to violation of the rights of third parties.

7.7. The Provider is not responsible for losses or damages caused by inaccuracies, errors, delays in the transmission of data on prices of digital assets or interruptions in their receipt/transmission.

7.8. The Provider is not responsible for losses caused by unauthorized access to the system. The “Client” must independently conduct security checks of the software.

7.9. Limitation of Liability

The aggregate liability of the Provider under this Agreement, including contractual, non-contractual, or other obligations, shall not exceed the amount actually paid by the Client to the Provider for the last one (1) month preceding the event giving rise to liability.

7.9.1. Under no circumstances shall the Provider be liable for lost profits, loss of data, indirect, incidental, or punitive damages, even if it was advised of the possibility of such damages.

8. Force Majeure

8.1. Definition and Scope

The Parties are released from liability for non-performance or improper performance of obligations due to force majeure — extraordinary and unavoidable circumstances (decisions of state authorities, unrest, epidemics, blockades, natural disasters, unexpected regulatory changes, etc.).

8.2. Notification

Upon occurrence of force majeure described in clause 8.1, the affected Party shall notify the other within 7 days, indicating the nature, expected duration, and impact on the performance of obligations.

8.3. Exceptions

Financial difficulties, market changes, inability to pay, and other commercial complications not caused by external extraordinary factors (clause 8.1) are not considered force majeure.

9. Amendment of the Term of the Agreement

9.1. Duration

The Agreement is valid from the moment specified in clause 1.3.1 and remains in force until full performance of services in accordance with clause 2.3.1, including extensions agreed in writing in accordance with the rules of this document.

9.2. Right to Amend

The Provider has the right to change the terms of the Agreement at any time due to changes in legislation, business practices, and other objective reasons. In case of significant impact on the Client’s rights/obligations, the Provider shall notify the Client in advance.

9.3. Notification of Changes

Changes come into force from the moment of publication on the website https://lara-script.com/. The Provider notifies the Client via the personal account, email, or other specified method.

9.4. Acceptance of Changes

Continued use of the services after the changes come into force constitutes acceptance of the new terms. If the Client does not agree, they have the right to terminate the Agreement according to the termination procedure.

9.5. Period for Review and Objections

The Client has 15 days from the moment of notification of the changes to submit written objections. If the Parties fail to resolve disagreements, either party may terminate the contract or initiate dispute resolution in accordance with the Agreement.

9.6. Temporary Suspension of Services

If the parties are negotiating changes, the Provider may suspend the provision of services until an agreement is reached.

9.7. Compliance with Laws

All changes are made in accordance with applicable law; the Provider guarantees that they will not violate initial expectations without serious grounds and prior notice.

9.8. Dispute Resolution Regarding Amendments

If a dispute arises regarding amendments to the Agreement, the parties shall seek an amicable settlement. If no agreement is reached, the dispute may be referred to arbitration in accordance with the terms of the Agreement.