TERMS OF USE OF THE «TALENT PAY» SERVICE

(hereinafter – the «Terms», «Terms of Use»)

Effective Date: «10» June 2026

1. DEFINITIONS

For the purposes of these Terms of Use, the definitions set out below shall have the following meanings:

1.1. «Operator» means DRAGON INNOVATE LIMITED, duly incorporated and operating under the laws of Hong Kong (Special Administrative Region of the People’s Republic of China), tax number 76406747, registered at: Unit C, 7/F, World Trust Tower, 50 Stanley Street, Central, Hong Kong, 999077, or any other entity within the group of companies of DRAGON INNOVATE LIMITED,

1.2. «Reporting Period» means 1 (one) calendar month.

1.3. «Customer» means a legal entity, an individual entrepreneur, or any other entity of any legal form having legal capacity and legal competence under applicable law, excluding an individual, engaging a Operator for the purpose of performing Tasks.

1.4. «Subcontractor» means an individual entrepreneur, an individual, or a self-employed person engaged by the Operator to perform Works/provide Services under a Task.

1.5. «Intellectual Property» means any results of intellectual activity, the creation of which and the assignment of intellectual property rights (including exclusive rights) in respect of which may be required in the course of performing certain Works/providing certain Services.

1.6. «Personal Account» means a personalized section of the Service closed to public access, displaying information available exclusively to the User. Access to the Personal Account is provided by entering authentication credentials on the Service login page: login (the user's email address) and password.

1.7. «Remuneration» means the Operator's remuneration for the performance of Tasks and includes (where a Result is created) the Operator's remuneration both for the creation and for the full assignment to Talent Pay of all intellectual property rights in and to Results containing Intellectual Property or constituting Intellectual Property.

1.8. «Result» means the result of Works performed/Services rendered under a Task, which may include, among other things, Intellectual Property, or may itself directly constitute Intellectual Property.

1.9. «Talent Pay Service» (also referred to as the «Service») means an interactive service operated by the Operator, available at the unique Internet address https://space.talentpay.io/.

1.10. «Certificate of Completed Works/Rendered Services» means an acceptance certificate for Works/Services in electronic form generated by the Service at the end of each Reporting Period, available for review, download and export through the Personal Account in the Service, signed by the Operator.

1.11. «Tasks» means, collectively, tasks to perform certain Works and/or provide certain Services, assigned by the Customer and communicated to the Subcontractor through the Personal Account in the Service.

1.12. «Works and Services» jointly mean those types of works and services the performance and provision of which under Tasks are available through and by means of the Service. The list of Works and Services available for performance and provision is communicated to the Subcontractor through the Personal Account in the Service.

1.13. «User» (also referred to as «You») means any Subcontractor or Customer, or their representative, as well as any other person accessing the Service and using its functionality in accordance with the Terms.

1.14. «Offer» means an agreement between the Customer and the Operator or between the Subcontractor and the Operator for the purpose of regulating legal relations in connection with the use of the Service after registration and available at the unique Internet address https://space.talentpay.io/.

2. GENERAL PROVISIONS

2.1. The Terms set out the principles and conditions for the use of the Service by Users.

2.2. The Service is intended to provide You with the technical capability to create, manage and control/perform Tasks, interact with Customers/Subcontractors, record completed Works, automate document workflow and transfer the results of Works, including Results containing Intellectual Property.

2.3. By accessing the Service and using the functionality of the Service, You confirm that You have read, understood and agree to the Terms without any reservations.

2.4. By accessing and/or using the Service, You confirm and agree that You have accepted the current version of the Terms. If You do not agree with the provisions of the Terms (in whole or in part), You are not entitled to access the Service and/or use the Service.

2.5. For the purposes of the Terms, the term “Service” includes, but is not limited to, the Service itself, the underlying computer programs, software algorithms, databases and technical computing facilities, all informational content (content) available within or through the Service, all design elements of the Service and all interactive services and functionality provided through the Service, as well as any and all other elements and components of the Service without limitation.

2.6. You shall be deemed to be using the Service each time You access the Service (via a personal computer, mobile device or other technology) or otherwise interact with the Service, or connect to the Service, any of its parts or sections, or interact with other users of the Service by means of the Service.

2.7. The Terms apply solely and exclusively to the Service and only to Your rights and obligations in relation to Your use of the Service and do not apply to Your use of, or to any rights and obligations in relation to, any other websites, including, but not limited to, any other websites that may be provided by the Operator or other third parties. The Terms constitute an integral part of the following documents:

2.7.1. the offer/agreement with the Customer;

2.7.2. the offer/agreement with the Subcontractor.

2.8. By accepting and agreeing to the Terms, You agree that Your access to and use of the Service shall comply with the following rules:

2.8.1. You must use the Service solely in accordance with its intended purpose;

2.8.2. access to and use of the Service must be carried out in full compliance with the Terms, other applicable documents relating to the Service, and must comply with all requirements of applicable law;

2.8.3. You must at all times provide accurate, reliable, up to date and complete information about Yourself and the persons You represent, as applicable;

2.8.4. You must not perform any actions listed in the “Restrictions” section of these Terms.

3. USER REQUIREMENTS

3.1. If You intend to use the Service as a Subcontractor, You must have sufficient legal capacity and legal competence in accordance with applicable law and the laws of the state of which You are a citizen. If You are a minor under the laws of the state of which You are a citizen, You must obtain all necessary permissions and consents required under applicable law for the performance of Works and/or provision of Services under the Offer.

3.2. The Operator reserves the right to notify the relevant governmental authorities of the use of the Service by minors. If You intend to use the Service as a Customer, You must be duly authorised by the person You represent to register in the Service and to use its functionality.

3.3. The Operator reserves the right to investigate attempts to use the Service by persons not duly authorised by the persons whom such individuals claim to represent, and to notify the relevant governmental authorities of such attempts.

4. FUNCTIONALITY PRIOR TO REGISTRATION

4.1. Prior to registration, You shall be entitled to familiarise Yourself with the interface of the Service, examine its functionality, review the Terms of Use, the Privacy Policy, the Offer, as well as use a limited set of functions that do not require a Personal Account.

5. REGISTRATION

5.1. When You register as a User of the Service, You are required to create a login and password to access Your Personal Account in the Service. You shall bear personal and sole responsibility for any use of the Service under Your login and password. You agree to take reasonable measures to protect Your login and password from unlawful use by third parties and to promptly notify the Operator of any such unlawful use by sending a notification to the following email address: info@talentpay.io.

5.2. Depending on how You intend to use the Service (i.e. as a Subcontractor or as a Customer), You will be required to provide certain registration data and personal information for the purpose of identity verification in order to access and use the Service, namely:

5.2.1. for the Customer: email address, password, contact telephone number, full name, Customer’s name, Customer’s legal form, address, state registration number or other identification number, Customer’s contact telephone number, as well as the full name of the sole executive body, tax information and bank details,

5.2.2. for the Subcontractor: email address, password, contact telephone number, full name, passport details, tax information and bank details.

5.3. Prior to acceptance of the Offer, the User shall be entitled to use the Service solely informational and preparatory purposes, including completion of the profile and provision of data for the purposes of undergoing verification procedures (hereinafter also referred to as «KYC»).

5.5. Acceptance of the Offer shall be effected by activating the relevant checkbox in the Service interface and shall constitute a legally significant action of the User. You expressly agree that all information provided by You at the time of registration in the Service is accurate, reliable, up to date and complete, and You agree to promptly update any information provided to the Operator in order to maintain the integrity and correctness of such information, as well as to provide any other documents and information upon the Operator’s reasonable request or as required by applicable law.

5.6. The provision of misleading or knowingly false information about Your identity is prohibited and constitutes a material breach of the Terms.

5.7. If the Operator considers that the information provided by You is not accurate, reliable, up to date and complete, or is misleading or knowingly false, the Operator reserves the right to refuse You access to the Service or any of its resources, to suspend such access or to terminate it entirely, as well as to suspend or delete Your Personal Account at any time. A Subcontractor shall be entitled to have only one Personal Account in the Service at any given time, unless expressly established otherwise by the Operator.

5.8. You shall bear full responsibility for the security of Your account credentials, including login and password, as well as for all actions performed using the Personal Account, regardless of whether such actions were carried out by You or by third parties.

5.9. You undertake to promptly notify the Operator of any unauthorised access to the account or loss of account credentials.

5.10. The Customer shall be entitled to create Tasks, receive the results of Works/Services, pay for Works/Services, sign Certificates of Completed Works/Rendered Services and perform other legally significant actions in the Personal Account using the functionality of the Service only after registration and acceptance of the terms of the Offer.

5.11. The Subcontractor shall be entitled to receive and perform Tasks, deliver Results, issue invoices, receive payment, sign Certificates of Completed Works/Rendered Services and perform other legally significant actions in the Personal Account using the functionality of the Service only after registration and acceptance of the terms of the Offer.

6. BACKGROUND CHECKS

6.1. By agreeing to the Terms, You agree that, upon Your registration, a background check of the Service User may be required at any time, including verification of the User’s identity, and in this regard You authorise the Operator to carry out such checks in respect of You, both directly and with the involvement of relevant third-party service providers who will conduct such checks, and/or by using third-party databases and other sources.

6.2. The Operator reserves the right to monitor and review on an ongoing basis any information provided by You where this is necessary to comply with the requirements of any applicable law, regulation, sanctions programme, embargo, legal proceedings or request from competent authorities.

6.3. You authorise the Operator to conduct the necessary investigations, either directly or with the involvement of third-party service providers:

6.3.1. to protect the Operator, the Operator’s business partners, Customers and Subcontractors of the Service from any unlawful actions to which the Service may be exposed;

6.3.2. in the event of suspicion of money laundering (legalisation of proceeds of crime), terrorist financing, fraud, or other unlawful activities carried out through the Service;

6.3.3. to verify the information provided by You (where necessary, including, but not limited to, Your residential address, specialisation, payment information) and information about You in third-party databases and other sources;

6.3.4. to achieve the purposes set out in the “Consent to Verification” Section of the Terms; or

6.3.5. in accordance with the requirements of applicable law.

6.4. You also agree that, for these purposes, additional information about You (including, inter alia, information about Your business, professional experience, competence in respect of Tasks that will be performed or have previously been performed under the relevant agreement) may be requested by the Operator at any time as deemed necessary, and You agree to cooperate with all reasonable requests of the Operator, and You authorise the Operator to maintain records of such information.

6.5. The Operator undertakes to collect and process such information in accordance with the Service’s Privacy Policy. You also expressly agree that, in the event that Your identity cannot be verified (for any reason) or if You fail to provide the relevant information, or if there are reasonable grounds to suspect that Your activities are fraudulent and/or criminal in nature, or that Your use of the Service may cause damage to the reputation of the Service, the Operator reserves the right to refuse You access to the Service or any of its resources, to suspend such access or to terminate it entirely, as well as to suspend or delete Your Personal Account at any time.

7. PAYMENTS AND FINANCIAL RISKS

7.1. You agree that all payments made through the Service may be subject to banking, currency, regulatory and compliance restrictions, including, but not limited to, refusal by a bank to process a payment, delays in crediting funds, payment reversals or blocking of transactions. The Operator shall not be liable for any acts or omissions of banks, payment systems, financial intermediaries or governmental authorities, including cases of refusal to process payments, delays, retention or return of funds.

7.2. You undertake to independently bear all tax obligations arising in Your jurisdiction, including obligations relating to VAT, withholding tax or other similar taxes, and warrant that the making of payments through the Service does not violate applicable law.

8. CONFIDENTIALITY, PERSONAL DATA AND COOKIE POLICY

8.1. The information that You may be required to provide in connection with Your use of the Service may include certain personal data. The collection, use and processing of personal data by the Operator shall be governed by the Privacy Policy, available at: https://talentpay.io/privacy.

8.2. You expressly agree that if, in connection with Your use of the Service, You provide information relating to third parties who are personal data subjects, You have a lawful basis to do so and have obtained all necessary consents from such personal data subjects for the collection, processing and use of such information within the Service for the purposes for which such information is collected, processed and used by You.

9. CONSENT TO INSPECTION

9.1. You hereby grant the Operator Your express permission and consent to inspect Your Personal Account and all actions carried out through Your Personal Account for the purposes of confirming lawful use of the Service and identifying cases of prohibited use, potential violations of the Terms and applicable law.

10. USE OF ARTIFICIAL INTELLIGENCE (hereinafter also referred to as 'AI')

10.1. You agree that automated systems and artificial intelligence technologies may be used in the Service to process requests, generate responses, recommendations and other information through a chatbot.

10.2. You agree that such responses are generated automatically without human involvement, may contain inaccuracies, incomplete or outdated information and do not constitute legal, financial or other professional advice.

10.3. The Operator shall not be liable for any decisions, actions or omissions of the User based on information obtained through the use of artificial intelligence technologies.

10.4. Use of the AI functionality is at Your own risk, and You undertake to verify the information received before using it.

11. RESTRICTIONS

11.1. By accepting the Terms, You expressly agree that You, as well as any third parties engaged by You, are prohibited from taking any of the actions listed below, as well as any actions similar thereto, and that any such action shall constitute a material breach of the Terms:

11.1.1. display, copy, store, modify, adapt, reverse engineer, sell, publish, communicate to the public or otherwise redistribute the Service or any services or functionality of the Service made available to You through the Service;

11.1.2. allow any third party to access and use the Service using Your login and password;

11.1.3. use the Service for any unlawful purposes;

11.1.4. impersonate another natural person or legal entity (including by using a third party's data in the Personal Account), or misrepresent affiliation with such natural person or legal entity, and register as a Subcontractor a group (association) of persons or a legal entity;

11.1.5. use (link) in the Personal Account and/or withdraw remuneration to payment instruments that do not belong to You and/or are issued in the name of third parties, except where You notify the Operator thereof in advance and provide sufficient information and documents for verification of such third parties. The Operator reserves the right to request from You any documents necessary to verify the owner of the payment instruments linked to Your Personal Account. You must provide such documents to the Operator within 3 business days from the date of the request;

11.1.6. communicate false information, defamatory statements about third parties, or commit fraudulent acts against such persons;

11.1.7. present the Service and/or the Operator and/or its affiliates in a negative light;

11.1.8. transmit malicious software code in or through the Service;

11.1.9. collect information about other users through the Service;

11.1.10. disrupt the normal operation of, or interfere with, the Service or any functionality contained in or provided through it, or any servers used to provide the Service, or otherwise unreasonably hinder the use of the Service by others in any manner;

11.1.11. invade the privacy of other users of the Service through phishing, theft of personal data and other similar means;

11.1.12. use bot programs, spider programs, offline readers and other automated software systems to access and use the Service;

11.1.13. otherwise use the Service to engage in activity that is unlawful under the laws of any jurisdiction or that encourages criminally punishable conduct;

11.1.14. use the Service for any purposes other than those expressly permitted under these Terms of Use. You expressly agree to provide, at the Operator's request, sufficient, reliable and current information and documents necessary for the Operator to conduct a review of Your compliance with the Terms, including this «Restrictions» section.

11.2. A violation of this «Restrictions» Section shall constitute a material breach by You of the Terms. Unauthorized access to and use of the Service, including any use circumventing the Terms and the «Restrictions» section of these Terms, is prohibited and may entail criminal, and/or civil, and/or administrative, and/or disciplinary liability, including legal proceedings against You initiated by the Operator or the relevant law enforcement authorities.

12. LIMITATION OF LIABILITY

12.1. The Company provides the Service «as is» and «as available», without any warranties, express or implied, including, without limitation, warranties of fitness for a particular purpose, uninterrupted operation, accuracy or reliability.

12.2. The Operator shall not be liable for any indirect, incidental, special or consequential damages, including lost profits, loss of data, goodwill or business opportunities, arising out of or in connection with the use or inability to use the Service.

12.3. The aggregate liability of the Operator for any claims related to the use of the Service shall, to the maximum extent permitted, be limited to the amount (equivalent of) USD 100 (one hundred US dollars).

12.4. The User assumes all risks associated with the use of the Service, including, without limitation, risks associated with interaction with third parties, the results of performance of tasks and their subsequent use.

13. MISCELLANEOUS

13.1. All rights to the Service, including the software, interface, design and other elements, belong to the Operator, while You are granted a limited, non-exclusive, non-transferable right to use the Service solely within the scope of its functional purpose.

13.2. The Terms may be amended from time to time. The Operator shall not be obliged to notify You of any amendments made and/or introduced; therefore, the User shall independently monitor updates to the Terms of Use.

14. REPORTING VIOLATIONS OF THE TERMS OF USE

14.1. You may notify the Operator of violations of the Terms by other Users by sending an email to the following address info@talentpay.io.