Public Offer

PUBLIC OFFER
on the conclusion of the agreement for the provision of services for the storage, receipt and dispatch of Crypto-assets (for natural persons) City of Tashkent 06 April 2026 The joint venture in the form of a limited liability company “CITY PAY GATE” (TIN 311606433), acting on the basis of the Charter and licenses of the crypto-depository CD No. 0004 and the crypto-store CS No. 0012, issued by the National Agency of Promising Projects of the Republic of Uzbekistan on February 24, 2025 (hereinafter referred to as “CityPay”, “Contractor”), hereby addresses to legally capable individuals (hereinafter referred to as the “User”) an official proposal (public offer) to conclude an agreement on the terms and conditions set out below (hereinafter referred to as the “Agreement”, “Offer”). The subject of this Offer is the provision by CityPay of services for custodial storage, receipt (deposit) and sending (withdrawal/transfer) of supported Crypto-assets using the CityPay Crypto Wallet integrated into the software products and User Interfaces of CityPay partners. CityPay provides services in accordance with the laws of the Republic of Uzbekistan and the regulations of authorized bodies regulating activities with Crypto-assets. Access to the Services is provided through the website https://citypay.uz/. The procedure and moment of acceptance are defined in Section 1 of this Offer and imply an explicit expression of consent in the web interface.

GENERAL PROVISIONS
1.1. This Public Offer is addressed to legally competent individuals and contains all essential terms of the Agreement within the meaning of Article 369 of the Civil Code of the Republic of Uzbekistan.
1.2. The current version of the Offer is posted on the website https://citypay.uz/ (hereinafter referred to as the “Website”).
1.3. Acceptance Procedure and Moment. The User’s familiarization with the terms of this Offer, which is publicly available to CityPay, is considered its acceptance. Any implicit actions do not constitute acceptance. Prior to acceptance, transaction functionality is unavailable.
Acceptance of the Offer constitutes the User’s agreement with the terms of the Agreement; however, it does not automatically grant unconditional access to all Services or automatically open a Custodial Crypto Wallet. CityPay reserves the right, prior to the commencement of service or during the execution of the Agreement, to request the User to complete additional identification and verification procedures, including completing a KYC questionnaire, in order to comply with the requirements of the legislation of the Republic of Uzbekistan, AML/CFT/FP measures, and sanctions compliance. If CityPay makes such a request, the User is required to complete the relevant procedures, including the KYC questionnaire. Prior to completion of the requested procedures, CityPay reserves the right to:
• not open a Custodial Crypto Wallet;
• restrict access to functionality;
• suspend or refuse transactions, without such actions being deemed a violation of the Agreement.
1.4. Acceptance signifies the User’s full and unconditional agreement with the terms of this Offer, the Privacy Policy, the Cookie Policy, as well as the applicable technical and operational regulations of CityPay posted on the Website.
1.5. Scope of Services. Under this Offer, CityPay provides custodial storage, receipt (deposit), and sending (withdrawal/transfer) services for supported Crypto-assets via the CityPay Crypto Wallet integrated into the software products and User Interfaces of CityPay partners. The Custodial Crypto Wallet is deemed provided to the User upon acceptance of the Offer and completion of the KYC procedures specified in Section 4.
1.6. Access Method. Access to the Services is provided through the CityPay Crypto Wallet, including its use as part of software solutions and technical infrastructure supported by CityPay.
1.7. Age and legal status. Services are provided to individuals who are 18 years of age or older, have full legal capacity, and comply with the requirements of the legislation of the Republic of Uzbekistan and the acts of authorized bodies (including personal identification and measures to combat Money Laundering, Terrorist Financing, and the Financing of the Proliferation of Weapons of Mass Destruction, as well as sanctions compliance), including mandatory completion of a KYC questionnaire and/or provision of information/documents upon request by CityPay.
1.8. Communications and Notifications. CityPay’s interaction with the User, including sending informational messages, notifications, transaction status information, and legally significant information, is carried out using the software and User Interfaces within which the CityPay Crypto Wallet operates, including integrated third-party interfaces.
Notifications regarding the posting of a new version of this Offer may be communicated to the User, including through push notifications, system messages, or other electronic notification means used within the relevant interface.
The sending and/or display of such notification shall be deemed proper notification to the User of the new version of the Offer, confirmation of their familiarization with it, and acceptance of the new version of the Offer, from the moment of first use of the CityPay Crypto Wallet after the sending (display) of the corresponding notification.
1.9. Electronic Documents. Transaction accounting data, action logging, transaction status information, and other electronic records generated by CityPay as part of the provision of Services are recognized by the Parties as adequate evidence of the actions performed and have legal force to the extent permitted by the legislation of the Republic of Uzbekistan.
1.10. Personal Data and Localization. Personal data is processed in accordance with the legislation of the Republic of Uzbekistan and the CityPay Privacy Policy. Storage of the required data is ensured on servers located in the Republic of Uzbekistan. The storage period is at least five (5) years from the date of termination of the relationship with the User, or another period established by law.
1.11. Features of Blockchain Technologies. Transactions in distributed ledgers (blockchain networks) are irrevocable and depend on network confirmations. Additional terms and risks are disclosed in Sections 4, 5, and 9, as well as in Appendix No. 1.
1.12. Priority of Documents. The terms of the Offer take precedence over any informational or marketing publications on the Website.
1.13. Amendments to the Offer. CityPay reserves the right to unilaterally amend this Offer by posting a new version publicly. The new version of the Offer shall apply from the moment of its publication, unless otherwise expressly stated in the text.
Continued use of the CityPay Crypto Wallet after the publication of the new version of the Offer constitutes the User’s consent to the amendments.
1.14. Transaction Processing Times. Each transaction involving the receipt, sending, and internal transfer of Crypto-assets is processed within 24 (twenty-four) hours.
TERMS
In this Offer, capitalized terms have the meanings specified below, unless the context requires otherwise.
2.1. CityPay — JV LLC “CITY PAY GATE” (TIN 311606433), acting on the basis of the Charter and licenses of the crypto-depository CD No. 0004 and the crypto-store CS No. 0012, issued by the National Agency for Promising Projects of the Republic of Uzbekistan on February 24, 2025, providing Services under this Offer.
2.2. Website — official website of the CityPay https://citypay.uz/
2.3. User – a legally competent individual who has completed registration/identification and accepted this Offer.
2.4. The CityPay Crypto Wallet is a CityPay custodial software and hardware infrastructure designed for storing, recording, receiving, and sending Supported Crypto-assets, operating independently or integrated into third-party software products and User Interfaces.
2.5. Crypto-asset – a property right in the form of digital records in a distributed ledger (blockchain), having value and an owner within the meaning of the legislation of the Republic of Uzbekistan. Supported Crypto-assets and networks are listed in Appendix No. 2. Privacy tokens are not supported.
2.6. Supported Networks – blockchain networks through which CityPay technically facilitates the deposit/withdrawal/transfer of the corresponding Supported Crypto-assets. The list of networks is provided in Appendix No. 2 and is subject to change for security and compliance reasons.
2.7. User Interface — the Partners’ software interface (including mobile applications, web interfaces, SDK, API, and other solutions) through which the User gains access to the CityPay Crypto Wallet, generates Orders, and receives notifications.
2.8. Address (wallet address) – a unique identifier (public key/address) for receiving/sending a Crypto-assets on the corresponding network.
2.9. Transaction — an operation with a Crypto-asset initiated by the User through the User Interface of the CityPay Crypto Wallet, including receiving (input) and sending (output/transfer).
2.10. Intra-system transfer is a transfer of a Crypto-asset between wallets serviced within the CityPay infrastructure (off-chain/internal clearing). CityPay does not charge a commission for intra-system transfers, and no network fee applies.
2.11. External transfer is a transfer of a Crypto-asset to an external address not serviced within the CityPay infrastructure (on-chain). A network fee applies to External Transfers according to the rules of the relevant network.
2.12. An Order is an electronic expression of the User’s will to perform a Transaction, specifying the transaction parameters (Crypto-asset, network, amount, recipient’s address, expected Network Fee, and other information), generated through the User Interface.
2.13. Network Fee is a fee paid to validators/miners of the relevant network for including a transaction in the blockchain. The fee is determined by the network rules and is not set by CityPay. For External Transfers, CityPay deducts the Network Fee from the User and pays it to the network.
2.14. Identification (KYC) — procedures to verify the User’s identity, including verification of information and documents, as well as completion of a KYC questionnaire, carried out at CityPay’s request to the extent stipulated by the legislation of the Republic of Uzbekistan and CityPay’s internal rules.
KYC is mandatory from the moment the corresponding request is submitted to CityPay.
2.15. AML/CFT/FP control – measures to combat the legalization of proceeds from criminal activity (Anti-Money Laundering, AML), the financing of terrorism (Counter-Financing of Terrorism, CFT) and the financing of the proliferation of weapons of mass destruction (Financing of Proliferation, FP), including sanctions screening and transaction monitoring.
2.16. Authorization tools are technical and software mechanisms used within the User Interface to confirm Orders and protect access to the CityPay Crypto Wallet.
2.17. Offer Push Notification is an electronic system message displayed to the User through the User Interface regarding the posting or updating of a version of this Offer. Sending and/or displaying such a notification constitutes proper notification to the User and confirmation of their familiarization with the new version of the Offer.
2.18. Limits are quantitative/value restrictions on transactions set by CityPay and applied equally to all Users, denominated in USDT:
(a) one-time sending — up to 6,000 USDT;
(b) one-time receiving — up to 20,000 USDT;
(c) daily cumulative volume (sending and receiving) — up to 20,000 USDT;
(d) monthly cumulative volume (sending and receiving) — up to 100,000 USDT;
(e) maximum 30 transactions within 24 hours.
If a transaction is made in another Crypto-asset, for the purposes of limit control, its volume is converted into USDT at the market rate used by CityPay at the time the transaction is registered in the system. Days/months are calculated based on Tashkent time (UTC+5).
2.19. Minimum Send Amount — the minimum permissible size of an Order to “send” a Crypto-asset, equal to 10 USDT or the equivalent of 10 USDT for transactions in other Crypto-assets at the market rate used by CityPay at the time of registration of the transaction.
SUBJECT OF THE AGREEMENT
3.1. Composition of Services. Under this Offer, CityPay provides the User with the following Services in relation to Supported Crypto-assets via the Website:
(a) custodial storage of the User’s Crypto-assets;
(b) receiving (depositing) Crypto-assets to addresses/wallets serviced by the CityPay infrastructure;
(c) sending (withdrawing/transferring) Crypto-assets from addresses/wallets serviced by the CityPay infrastructure to internal addresses (wallets serviced by CityPay) or to external addresses in the Supported Networks.
The provision of certain Services, as well as the scope of available functionality, may be conditioned by the User’s compliance with identification requirements, compliance checks, and/or completion of a KYC questionnaire if such requirements are requested by CityPay in accordance with the legislation of the Republic of Uzbekistan and CityPay’s internal rules.
3.2. Custody model and asset title. Custody storage is provided by CityPay as a licensed crypto depository. The private keys of the corresponding addresses/wallets are controlled by CityPay. At the same time:
(a) ownership of the Crypto-assets always belongs to the User;
(b) The User’s Crypto-assets are not the property of CityPay, are not included in CityPay’s bankruptcy estate, are not encumbered by third-party rights, and are not used by CityPay (including loans/collateral) without the User’s Instruction.
3.3. Receipt (Deposit) of Crypto-assets.
(a) Deposits are made by crediting a confirmed transaction on a Supported Network to the User’s specified address (Wallet), which is serviced by the CityPay infrastructure.
(b) Crediting may require a minimum number of network confirmations and/or the inclusion of network-required attributes (e.g., memo/tag, comment).
(c) Crediting is reflected in the User Interface after the requirements of subclause 3.3.(b) are met.
(d) Sending Crypto-assets on an unsupported network, to an invalid address, or without the required attributes may result in non-crediting. The risk of loss of such Crypto-assets is borne by the User.
3.4. Sending (withdrawing/transferring) Crypto-assets.
(a) Sending is carried out on the basis of a User Order generated through the User Interface, indicating the Supported Asset/Network, volume, and recipient address.
(b) External Transfers. External Transfers are subject to a Network Fee, the amount of which is determined by the rules of the relevant blockchain network and is communicated to the User prior to confirmation of the Order. CityPay deducts the Network Fee from the User and transfers it to the relevant network on its own behalf;
(c) Intra-system transfers. Transfers between wallets serviced within the CityPay infrastructure are carried out without charging the CityPay Commission and without the Network Fee (off-chain/internal clearing).
(d) Transactions sent to the network are irrevocable and irreversible. CityPay cannot cancel or modify a transaction once it has been transmitted to the network. The risk of address/network/parameter errors is borne by the User.
3.5. Supported assets and networks. The list of Supported Crypto-assets and Networks is provided in Appendix No. 2 and is subject to change by CityPay based on legislation, regulations of authorized bodies, security and compliance requirements, and technological feasibility. Privacy tokens are not supported.
3.6. Addresses and details. The User confirms that each recipient address (external or internal) provided by them is intended for the receipt of the corresponding Supported Asset on the corresponding network and is under the control of its legal owner. CityPay is under no obligation to verify the ownership or accuracy of addresses and is not responsible for any errors made by the User.
3.7. Information support. Information on the status of receipt, sending and transfer of Crypto-assets, as well as other technical information, is provided to the User through the User Interface, in which the CityPay Crypto Wallet is integrated.
3.8. Execution times. CityPay executes receipts (deposits), sendings (withdrawals/transfers), and internal system transfers within 24 (twenty-four) hours from the time the Order is correctly submitted/funds are received at the appropriate address. Actual timing depends on the network and security/compliance checks and may vary. For External Transfers, the moment the transaction is included in the blockchain is determined by the network rules.
3.9. Refusal/Suspension of Execution. CityPay reserves the right to refuse to execute an Order or to suspend/freeze/cancel the transaction and block the account in cases stipulated by this Offer and the law, including measures to combat money laundering (AML), the financing of terrorism (CFT) and the financing of the proliferation of weapons of mass destruction (FP), sanctions compliance, orders of authorized bodies, as well as in the presence of justified technical risks/incidents or suspicions of violation by the User of the law and/or the terms of the Offer.
TERMS OF SERVICE
4.1. Registration and Access. Access to the Services is provided to the User using the CityPay Crypto Wallet integrated into the User Interfaces. Prior to acceptance, transaction functionality is unavailable. The Agreement is considered concluded, and the User is deemed to have commenced using the Services, upon acceptance of this Offer in accordance with the procedure established in Section 1. Acceptance of the Offer and commencement of use of the Services does not constitute unconditional access to all functions: CityPay reserves the right to establish restrictions and additional access conditions, including requiring identification and compliance checks.
4.2. Identification (KYC) and Compliance.
4.2.1. CityPay has the right, at any time, prior to the commencement of service or during the execution of the Agreement, to request the User to undergo identification, including through requests via the User Interface and/or through the CityPay support service, including completing a KYC questionnaire, providing information and documents necessary to comply with the requirements of the legislation of the Republic of Uzbekistan, AML/CFT/FP and sanctions compliance.
4.2.2. From the moment CityPay sends a request for identification and/or completion of a KYC questionnaire, the User is obligated to comply with such request.
Failure to provide information, refusal to complete the KYC questionnaire, or provision of inaccurate data will result in denial of service, suspension of transactions, and/or termination of the Agreement.
4.2.3. CityPay has the right to carry out continuous monitoring of transactions and re-identification and verification to the extent stipulated by the legislation of the Republic of Uzbekistan and internal regulations.
4.3. Authorization tools and security.
4.3.1. The User is obligated to ensure the security of devices and accounts used to access the CityPay Crypto Wallet in the User Interface, including the safekeeping of access codes, PINs, passwords, and other authorization/confirmation mechanisms.
4.3.2. Actions performed using valid authorization tools and/or in the User Interface are considered to have been performed by the User, unless proven otherwise.
4.3.3. The User is obligated to immediately notify CityPay via CityPay communication channels of any compromise, suspected unauthorized access, or loss of control over a device/account.
4.3.4. A temporary inability to access the CityPay Crypto Wallet functionality due to a technical failure is not considered a compromise of the Authorization Tools. While this issue is being resolved, CityPay reserves the right to temporarily suspend Crypto-asset transfers to ensure their safety.
4.4. Creating Orders.
4.4.1. The Order is generated by the User in the User Interface, where the CityPay Crypto Wallet is integrated, and must contain the required parameters (asset, network, volume, recipient/sender address, and, if necessary, a memo/tag/other network attributes).
4.4.2. Before confirming the order, the User is shown the applicable transaction parameters, including the estimated Network Fee for External Transfers.
4.4.3. A confirmed Order is sent for execution and may be suspended/rejected on the grounds specified in the clause 4.10.
4.5. Receipt (Deposit) of Crypto-assets.
4.5.1. The address provided to the User in the User Interface is used for input. The User is required to use a valid address and the correct network.
4.5.2. The minimum number of network confirmations and/or mandatory attributes (memo/tag) may be applied for crediting, if required by the relevant network.
4.5.3. Transfers to the wrong network/asset, to an outdated address, without the mandatory memo/tag may not be credited; the risk of such consequences is borne by the User.
4.5.4. Receiving Limit Exceeded. If an incoming transaction exceeds the one-time receiving limit of 20,000 USDT (or results in daily/monthly limits being exceeded), the amount will not be credited. CityPay reserves the right to: (a) return the assets to the sender (if technically feasible) minus the network fee and unavoidable expenses; or (b) temporarily freeze the assets until verification is completed/document receipt is received; (c) apply clause 4.16 if there is evidence of increased/prohibited risk. For transactions in other assets, the excess is determined by the USDT equivalent at the time of transaction registration.
4.6. Sending (withdrawing/transferring) Crypto-assets.
4.6.1. Intra-system transfers (between wallets serviced by the CityPay infrastructure) are carried out without charging CityPay Commission and without Network Fees (off-chain clearing).
4.6.2. External transfers (to addresses outside the CityPay infrastructure) require the payment of a Network Fee determined by the rules of the relevant network; the amount of the Network Fee is displayed before the order is confirmed. CityPay withholds the specified Network Fee amount from the User and transfers it to the network validators/miners.
4.6.3. Once the transaction is released to the network, the operation is irrevocable and irreversible. CityPay is not obligated to cancel/change on-chain transactions.
4.6.4. Exceeding limits when sending. Orders exceeding the one-time/daily/monthly limit, or the limit on the number of transactions (see clause 2.18), are not accepted or are suspended. For transactions in other assets, compliance with the limits is assessed based on the USDT equivalent at the time the transaction is registered.
4.6.5. Minimum send amount. Send requests with amounts less than the minimum send amount are either not accepted or rejected. For transactions in other Crypto-assets, compliance with the minimum send amount is assessed based on the USDT equivalent at the time the transaction is registered.
4.7. Technical requirements for transactions.
4.7.1. CityPay does not accept or process transactions with unsupported assets/networks.
4.7.2. CityPay has the right to reject transactions that do not meet the technical requirements of the network (including the absence of a mandatory memo/tag, incorrect address format, etc.).
4.8. Status display.
Transaction statuses are displayed in the User Interface, which integrates the CityPay Crypto Wallet.
4.8.1. Notifications related to transaction statuses, restrictions, and other service events may be sent to the User via push notifications and other messages in the User Interface (if technically feasible), as well as through CityPay support in cases stipulated by the Offer and law.
4.9. Execution times.
4.9.1. CityPay executes receipt (input), sending (withdrawal/transfer), and intra-system transfers within 24 (twenty-four) hours from the moment of correct Instruction and/or receipt of Crypto-assets at the corresponding address.
4.9.2. For External Transfers, the moment when the transaction is included in the blockchain is determined by the network rules and may depend on its load. At the same time, the CityPay Order for sending is formed and transmitted to the network within the time frame specified in the clause 4.9.1. The timeframes are approximate and depend on the network and inspections.
4.9.3. In the event of a confirmed technical failure, the execution of transactions is suspended for the period of time until such failure is resolved and resumed once the service is restored to normal operation.
4.10. Grounds for suspension/denial/freezing/cancellation of assets. CityPay reserves the right to suspend/freeze or refuse to execute Orders, restrict access to the CityPay Crypto Wallet and/or its functionality in the User Interface, suspend wallet/account transactions, and freeze Crypto-assets if:
(a) the User is found to have provided false/incomplete information or to have failed to comply with identification/verification procedures;
(b) this is expressly provided for by the legislation of the Republic of Uzbekistan and/or the instructions of authorized bodies;
(c) it is required in accordance with the Internal Control Rules on Combating Money Laundering, Terrorist Financing, and the Financing of Proliferation of Weapons of Mass Destruction (AML/CFT/FP), including sanctions screening and transaction monitoring;
(d) the User, their transactions/counterparties are related to the lists of persons involved or suspected of involvement in terrorist activities or the proliferation of weapons of mass destruction - in such a case, CityPay freezes the assets in the manner and for the period prescribed by law;
(e) transactions/transactions suspected of money laundering, terrorist financing, or proliferation of weapons of mass destruction, or related to gambling, are detected – measures are also applied in accordance with CityPay’s internal documents;
(f) there are technical risks/incidents, signs of compromise of authorization tools, non-compliance with network/Application technical requirements, exceeding limits, or insufficient balance;
(g) the User has failed to comply with CityPay’s request to provide the documents/information stipulated in clauses 4.2.1 and 4.2.4 of this Offer.
(h) the User specifying an incorrect network/asset/address or the absence of a mandatory memo/tag;
(i) other cases provided for by the Offer and the law.
(j) the amount of the “send” Order is less than the Minimum Send Amount.
(k) identification of a confirmed technical failure, software error, or restoration work in the CityPay infrastructure.
Notification of suspension/freezing is made in the manner and to the extent stipulated by the legislation of the Republic of Uzbekistan, unless such notification is prohibited by law.
Information about suspension/cancellation is provided in the User Interface.
4.11. Responsibility for details. The User is responsible for the correctness of the specified addresses, network, asset, memo/tags, and other parameters. CityPay is not obliged to verify the ownership of the recipient’s addresses and is not responsible for the consequences of the User’s errors.
4.12. Changeability of the List of Assets/Networks and Functions. CityPay has the right to change the List of Supported Crypto-assets/Networks and to suspend/resume the deposit/withdrawal of individual assets on the grounds of security, compliance, regulatory requirements, and/or technological expediency.
4.13. Adding and Excluding Crypto-assets
4.13.1. General Provisions.
CityPay independently determines the list of Supported Crypto-assets and Networks, guided by the requirements of the legislation of the Republic of Uzbekistan, regulations of the National Agency for Advanced Projects, as well as internal security and compliance policies.
Addition (listing) and exclusion (delisting) of Crypto-assets/networks are carried out without the separate consent of Users and are considered non-material changes to the terms of the Offer within the meaning of clause 12.1 (c).
4.13.2. Addition (listing) of Crypto-assets.
(a) The decision to add (list) a Crypto-asset or network is made by CityPay based on an assessment of:
• compliance with legislation and National Agency for Prospective Projects (NAPP) requirements;
• network stability and technical reliability;
• availability of liquidity and stable infrastructure operation;
• AML/CFT/FP risk level and sanctions compliance;
• technical integrability into the CityPay platform.
(b) After making a decision, CityPay updates Appendix No. 2, notifies Users by posting information on the CityPay Website and/or through notifications in the User Interface, and specifies the start date for support of the new Crypto-asset/Network.
(c) From the moment of publication, the User may use the new Crypto-asset/Network under the terms of this Offer.
4.13.3. Delisting of Crypto-assets.
(a) Delisting of Crypto-assets means the termination of technical and operational support for the Crypto-asset/Network.
(b) Grounds for delisting of Crypto-assets:
• instructions from the NAPP or other government agencies;
• violation of legal/sanction requirements or the emergence of compliance risks;
• significant technical failures of the network, termination of support by validators;
• loss of liquidity or objective impossibility of secure service;
• CityPay’s decision to terminate support for internal security or operational efficiency reasons.
(c) When delisting Crypto-assets, CityPay will notify Users by posting information on the CityPay Website and/or through notifications in the User Interface at least 30 (thirty) calendar days prior to delisting, specifying the date after which deposits/withdrawals for the Crypto-asset will no longer be available.
(d) During the notice period, Users have the right to transfer the relevant Crypto-assets to an external address.
(e) After the specified period, transactions for the Crypto-asset will cease. If withdrawal is technically impossible or legally restricted, assets will be frozen until Users contact CityPay support.
(f) In emergency cases – sanctions, failures, network compromise, regulatory orders – CityPay reserves the right to delist Crypto-assets immediately without prior notice, with subsequent posting of information on the Website and/or via notifications in the User Interface.
4.13.4. Legal Consequences.
(a) Delisting Crypto-assets under this clause does not constitute a breach of CityPay’s obligations.
(b) Following the delisting date, Crypto-asset transactions are no longer available. CityPay maintains records of the relevant balances until they are lawfully withdrawn or disposed of in accordance with the procedure established by law.
(c) The return or freezing of assets upon delisting of Crypto-assets is carried out in accordance with clause 4.16 and the instructions of authorized bodies.
(d) CityPay does not automatically convert delisted Crypto-assets into other assets or stablecoins and does not provide exchange services unless otherwise expressly required by law or the regulator.
4.13.5. Legislation prevails.
All decisions regarding listing and delisting are made and executed strictly in accordance with the laws of the Republic of Uzbekistan.
4.14. Service and support. Requests are accepted through CityPay communication channels published on the CityPay Website and/or communicated to the User in the User Interface. Response times depend on the complexity of the request and the operating mode.
4.15. Localization and storage of transaction data. Transaction records and log data (date/time, IP/identifiers, order parameters) are maintained and stored by CityPay to the extent and for the period specified by the legislation of the Republic of Uzbekistan and internal rules (at least 5 years or another period specified by law).
4.16. Special AML/CFT/FP rules: return/non-return and freezing of assets.
4.16.1. Classification of sources/recipients. CityPay uses internal algorithms and external blockchain analytics providers to monitor transactions. The following categories are distinguished, among others:
— high-risk (Illicit Activity): darknet markets, mixers, scam/phishing schemes, and similar sources of obfuscation;
— prohibited: sanctioned addresses/entities, drug sales, illegal gambling, terrorist financing, child sexual abuse material (CSAM), Democratic People’s Republic of Korea, and other categories expressly prohibited by law (Obfuscating & Misc., Gambling, Sanctioned, TF & CSAM, DPRK, etc.).
4.16.2. Incoming transactions (Receiving).
(a) If a transaction is received from a high-risk source (Illicit Activity), CityPay reserves the right to deny credit the funds, freeze them, and may or may not return them to the sender (if technically feasible), minus the network fee and other unavoidable costs.
(b) If a transaction is received from a prohibited source (sanctions, drugs, illegal gambling, TF, CSAM, DPRK, etc.), the funds are frozen and not returned. CityPay operates in accordance with legal requirements and the instructions of authorized bodies.
4.16.3. Outgoing Transactions (Sending).
(a) If the Order is sent to a high-risk source (Illicit Activity), CityPay reserves the right to refuse to execute it, freeze it, and return or withhold the assets to the User (minus the network fee/inevitable costs), suspending the transaction until verification is completed.
(b) If the Order is sent to a prohibited source, the assets intended for sending are frozen and not returned, the transaction is not executed; further actions are subject to legal requirements.
4.16.4. Account Blocking and Asset Freezing. If any of the signs specified in clauses 4.16.2–4.16.3 are detected, or if the required documents/explanations are not provided, CityPay reserves the right to restrict access to the CityPay Crypto Wallet and/or its functionality (in whole or in part) and freeze assets until the completion of the checks/receipt of orders. No prior notice to the User is required, unless otherwise required by law.
4.16.5. Prevalence of the law. The return/non-return of assets, as well as their freezing/seizure, are carried out in strict compliance with the law and the instructions of competent authorities.
4.17. Technical failures and errors. Temporary loss of access to the Crypto Wallet and restoration of Crypto-assets accounting
4.17.1. The concept of a technical failure or error. A technical failure or error attributable to CityPay is defined as a disruption, confirmed by CityPay, of the correct operation of software, internal IT infrastructure, key storage systems, operational processes for processing Orders, or internal clearing under CityPay’s control, that occurred:
• before the transaction was transmitted to the relevant blockchain network; and/or
• during an Intra-System Transfer; and/or
• during the internal accounting of Crypto-assets in CityPay’s custodial infrastructure,
and resulting in one or more of the following consequences:
(a) unauthorized write-off of the User’s Crypto-assets;
(b) incorrect display of the balance, transaction history, or Order status in the CityPay Crypto Wallet;
(c) erroneous withholding of Crypto-assets or network fees in the absence of proper execution of the Order;
(d) temporary inability of the User to access the CityPay Crypto Wallet (including the inability to view the balance or transaction history);
(e) desynchronization of Crypto-asset accounting data between CityPay’s internal systems;
(f) other similar errors that directly affect the correct accounting of the User’s Crypto-assets within the CityPay infrastructure.
4.17.2. CityPay’s Measures in the Event of a Confirmed Technical Failure
If a technical failure or error is confirmed, CityPay undertakes to take appropriate measures within a reasonable timeframe, taking into account the nature of the failure, information security requirements, and the legislation of the Republic of Uzbekistan, including one or more of the following:
(a) restore the correct accounting of the User’s Crypto-assets; and/or
(b) restore the User’s access to the CityPay Crypto Wallet; and/or
(c) credit the User with the amount of Crypto-assets improperly written off due to such failure; and/or
(d) correct internal records, balances, and transaction statuses.
4.17.3. Temporary Loss of Access
A temporary loss of access by the User to the CityPay Crypto Wallet due to a technical failure does not constitute a loss of Crypto-assets if such Crypto-assets are safe and accounted 16for in the CityPay custodial infrastructure.
The User’s ownership of Crypto-assets is retained in full.
4.17.4. Access Restoration Procedure
CityPay will take reasonable and proportionate measures to restore the User’s access to the CityPay Crypto Wallet within a timeframe determined by the nature of the technical failure, the scope of restoration work, and security requirements.
Until access is restored, CityPay reserves the right to temporarily suspend Crypto-asset transfers and certain Crypto Wallet functions to protect the User’s assets and prevent unauthorized actions.
4.17.5. Compensation Limit
Compensation under this clause shall be limited to the amount of the relevant Crypto-asset actually wrongfully written off or lost due to a confirmed technical failure and does not include compensation for:
(a) changes in the market value of the Crypto-asset;
(b) lost profits;
(c) interest;
(d) moral damages;
(e) indirect, consequential, or punitive damages.
4.17.6. Blockchain Liability Disclaimer
If the Order has been properly transmitted by CityPay to the relevant blockchain network (as confirmed by the assignment of a transaction identifier – TxID), CityPay’s obligation is deemed fulfilled in accordance with clause 8.3 of this Offer. Subsequent events related to the functioning of the blockchain network, validators, protocols, or third-party infrastructure are not considered technical failures due to CityPay’s fault.
4.17.7. Restrictions of Application
The provisions of this clause shall not apply and/or their implementation shall be suspended if the recovery, return, or access to Crypto-assets:
(a) are restricted or prohibited by the legislation of the Republic of Uzbekistan;
(b) are carried out based on the instructions of authorized bodies;
(c) are suspended as part of AML/CFT/FP measures, sanctions compliance, or financial monitoring.
COMMISSIONS AND FEES
5.1. General principle.
When conducting Transactions under this Offer, only the Network Fee applies – a fee paid to validators/miners of the relevant blockchain network. The amount of the Network Fee is determined by the network rules and is not set by CityPay.
CityPay withholds the Network Fee from the User and transfers it to the relevant network.
5.2. Intra-system transfers.
Transfers of Crypto-assets between wallets serviced by the CityPay infrastructure are carried out without charging CityPay Fees and without a Network Fee (internal clearing).
5.3. Receipt (Deposit) of Crypto-assets.
Incoming transfers to addresses/wallets serviced by CityPay are credited without CityPay commission. The Network Fee for forming an incoming transaction is paid by the sender (external address), if provided for by the network rules.
5.4. Sending to an external address (External Transfers).
(a) External transfers are subject to a Network Fee, the amount of which depends dynamically on the network load and the rules for including transactions in a block/slot; CityPay does not control or set this fee.
(b) The method of withholding the Network Fee (from the amount sent or in the base token of the network) is determined by the rules of the relevant network and is displayed to the User in the User Interface before the Order is confirmed.
(c) CityPay does not charge a commission for External Transfers.
5.5. Transparency until confirmation.
Until the Order is confirmed, the following information is displayed in your Personal Account: Transaction type, asset/network, amount, recipient’s address, estimated Network Fee, and the total amount to be sent/received. Confirmation of the Order means agreement with the specified parameters.
5.6. Dynamic nature of the Network Fee.
The estimated Network Fee displayed prior to confirmation is approximate and may differ from the actual amount debited due to changes in network parameters at the time the transaction is sent. In such cases, the Network Fee may be adjusted in accordance with network rules. If the User’s balance does not contain enough Crypto-assets to write off the actual Network Fee (in the required network token), the Order may be rejected or suspended until the balance is replenished.
5.7. Minimum network amounts and rounding.
If network rules stipulate minimum transfer/balance amounts (e.g., dust, rent-exempt, etc.), Orders below the network threshold may be rejected. Amounts may be rounded within the technical accuracy of the relevant network/token. The application of such network restrictions and roundings does not constitute a breach of CityPay’s obligations and does not entail CityPay’s obligation to compensate for any losses caused by the rules of the relevant network.
RIGHTS AND LIABILITIES OF THE PARTIES
6.1. CityPay’s obligations:
(a) to provide the Services properly within the scope of the Offer’s functionality (custodial storage, receipt, dispatch/transfer);
(b) to apply organizational and technical protection measures;
(c) to comply with the legislation of the Republic of Uzbekistan, including measures to combat money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction, as well as requirements regarding personal data and the instructions of authorized bodies;
(d) to ensure that the status of transactions and the amount of the applied Network Fee are displayed in the User Interface;
(e) to store information and documents to the extent and for the period specified by law and the Offer.
6.2. CityPay rights:
(a) to request information/documents from the User, conduct re-identification and continuous monitoring of transactions;
(b) to set and change technical parameters of transactions and processing modes necessary for the safe and stable operation of the service;
(c) to suspend/reject/freeze/cancel Orders, block assets and/or access to the CityPay Crypto Wallet fully or partially in cases provided for by the Offer and the law (sanctions screening, signs of fraud, violation of the Offer, regulations of authorities, technical incidents, etc.);
(d) to temporarily restrict the functionality, deposit/withdrawal of certain assets/networks for reasons of security, compliance, regulatory requirements, or technical maintenance;
(e) to change the list of Supported Crypto-assets/Networks (Appendix No. 2) on the grounds specified in the Offer;
(f) to send legally binding messages electronically by posting them in the User Interface through which the CityPay Crypto Wallet is used, as well as by other means permitted by law.
(g) to request the User to complete a KYC questionnaire or other identification procedures; suspend access to the Services until such completion, or deny service if the User refuses.
6.3. User Obligations:
(a) to provide accurate data during registration/identification and update it in a timely manner;
(b) to use the Services personally, on their own behalf and in their own interests, as the beneficial owner of Crypto-assets;
(c) to comply with the Offer and the legislation of the Republic of Uzbekistan, including measures to combat the legalization of proceeds from crime, the financing of terrorism and the financing of the proliferation of weapons of mass destruction, as well as sanctions restrictions;
(d) to ensure the confidentiality of Authorization tools and the security of devices/browsers; immediately inform CityPay of any compromise;
(e) to specify the correct parameters of Orders (asset, network, address, memo/tag, etc.) and check them before confirmation;
(f) not to use the service for activities prohibited by law, including transactions involving illegal goods/services;
(g) independently to monitor transaction statuses and other messages displayed in the User Interface through which the CityPay Crypto Wallet is used.
(h) upon CityPay’s request, to complete identification procedures, including completing a KYC questionnaire, and provide accurate information and documents within the specified timeframe.
6.4. User Rights:
(a) to access the Services through the CityPay Crypto Wallet integrated into the User Interface after accepting the Offer and passing the necessary checks;
(b) to create Orders for receiving/sending Crypto-assets in compliance with technical requirements;
(c) to view the status of transactions, the amount of the Network Fee applied, and the activity log in the User Interface;
(d) to contact CityPay support for service issues in accordance with the procedure established by the Offer.
6.5. Responsibility for details and confirmations.
All actions performed using correct Authorization tools and confirmed in the interface are considered to be actions of the User. The User bears the risks of incorrect network/address/tag specification, sending unsupported assets, and the irrevocability of on-chain transactions.
6.6. Restrictions on the use of the service:
(a) attempts to interfere with the operation of the CityPay Crypto Wallet, its API, server infrastructure, as well as bypassing technical restrictions, DDoS attacks, scraping, reverse engineering and other actions aimed at disrupting the stability or security of the service are prohibited;
(b) it is prohibited to use the service for operations that directly or indirectly violate the law, the rights of third parties, or sanctions;
(c) it is prohibited to transfer access to third parties, assign accounts, or perform other actions that create a risk of unauthorized access.
6.7. Assistance and documents.
Upon request by CityPay, the User is obliged to promptly provide the required information/documents. Failure to provide or refusal to provide such information/documents shall be grounds for suspension/refusal of transactions and/or termination of the Agreement.
6.8. Communications.
The User undertakes to independently monitor information posted in the User Interface through which the CityPay Crypto Wallet is used, including notifications of changes to the Offer, transaction statuses, and restrictions.
Post of information in such interface is considered proper notification to the User, unless otherwise expressly provided by the legislation of the Republic of Uzbekistan.
6.9. Evidence.
CityPay electronic journals (metadata, authorization and confirmation logs, technical fingerprints) may be used as valid evidence of actions taken between the parties within the limits permitted by law.
6.10. Use via third-party interfaces.
The User acknowledges that the CityPay Crypto Wallet may be used through software products and User Interfaces of CityPay partners.
The operation of such interfaces, including information display methods, technical limitations, or user experience, does not constitute a violation of CityPay’s obligations, as long as the Crypto-asset transactions themselves are carried out correctly within the CityPay infrastructure.
USER REPRESENTATIONS AND WARRANTIES
By accepting this Offer and using the CityPay Crypto Wallet, the User confirms, represents and warrants that the following applies on the date of acceptance and throughout the entire term of the Agreement:
7.1. Identity and legal capacity.
(a) The User is at least 18 years of age, has full legal capacity, and is entitled to enter into and perform this Agreement.
(b) The User acts on their own behalf and in their own interests, is the beneficial owner of the Crypto-assets, and does not act on behalf of/in the interests of a third party without legal grounds.
(c) The User has the right to use the Services in accordance with the applicable law of the Republic of Uzbekistan.
7.2. Accuracy of information.
(a) All data and documents provided during registration/identification and in the course of service are accurate, reliable, up-to-date, and complete.
(b) The User shall immediately update the information if it changes.
(c) The source of origin of Crypto-assets/funds is legal; the assets are not encumbered by the rights of third parties.
7.3. Compliance with laws, sanctions, and compliance measures.
(a) The User is not included in national/international sanctions lists and other lists of restrictions and is not subject to prohibitions that make service impossible.
(b) The User shall not use the Services for activities prohibited by law, including money laundering, terrorist financing, financing the proliferation of weapons of mass destruction, fraud, violation of export controls and sanctions regimes.
(c) At CityPay’s request, the User shall provide the documents and information necessary for identification procedures (KYC) and checks to combat money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction (AML/CFT/FP), and shall assist in their implementation.
The User acknowledges and accepts CityPay’s right to request completion of a KYC questionnaire and other identification procedures, and agrees that failure to complete them may result in a denial of Services or termination of the Agreement.
7.4. Details and addresses.
(a) Each address and other details specified by the User: (i) are intended for the relevant Supported Crypto-asset and network; (ii) belong to the User and are under their control; (iii) are correct and verified by the User before confirming the Order.
(b) The User understands that errors in the address/network/memo (tag) may result in the irretrievable loss of assets; the risk of such consequences is borne by the User.
7.5. Technological risks and irreversibility.
(a) Transactions in blockchain networks are irrevocable and irreversible. Speed/cost/availability depend on the rules and congestion of the relevant network.
(b) A Network Fee applies to External Transfers, which is not set by CityPay and is dynamic in nature; the fee estimate prior to confirmation of the Order is approximate.
(c) The cost of Crypto-assets is volatile. CityPay does not guarantee the safety/stability of the market price.
(d) The User accepts the risks of technical network failures, blockchain overload, validator suspensions, and other events beyond CityPay’s control.
7.6. Access security.
The User shall ensure the confidentiality of Authorization tools, shall not transfer access to third parties, shall use reliable device/browser security settings, and shall immediately notify CityPay of any compromise.
7.7. Use via third-party interfaces
The User acknowledges that the CityPay Crypto Wallet may be used through software products and User Interfaces of third parties (CityPay partners).
The User understands that:
• the features of the partner’s User Interface do not constitute a violation of CityPay’s obligations;
• information is displayed as part of the integration;
• the technical implementation of the interface does not affect the legal nature of the relationship between the User and CityPay.
7.8. Communications
The User independently monitors information and notifications displayed in the interface through which the CityPay Crypto Wallet is used.
The posting of information in such an interface is considered proper notification to the User, unless otherwise provided by law.
7.9. Full familiarization.
The User confirms that:
• they have read the terms of the Offer;
• understand the nature of the Services provided;
• accepts the custodial storage model;
• understands the technological and legal risks associated with the use of Crypto-assets.
7.10. Breach of warranties.
A breach of any of the representations/warranties in this section shall constitute a material breach of the Agreement and shall entitle CityPay, to the extent permitted by law and the Offer, to suspend/refuse transactions, freeze assets/access, terminate the Agreement unilaterally, and claim damages and other remedies provided by law.
ESSENTIAL TERMS AND CONDITIONS FOR THE EXECUTION OF ORDERS
8.1. The moment of execution by CityPay for “input” (crediting) transactions.
8.1.1. CityPay’s obligation to credit Crypto-assets is considered fulfilled from the moment the receipt of the relevant transaction is reflected in the internal accounting of CityPay’s custodial infrastructure after fulfilling the requirements of the relevant network and internal security checks, including, where necessary: a minimum number of network confirmations, verification of the correctness of the selected network/asset/memo (tag), as well as the implementation of measures to combat money laundering, the financing of terrorism and the financing of the proliferation of weapons of mass destruction (AML/CFT/FP).
8.1.2. Until the moment specified in the clause 8.1.1, crediting may be temporarily suspended until the identified risks/discrepancies are eliminated or additional information/documents are received from the User.
8.2. The moment of CityPay’s execution of Intra-system transfers.
8.2.1. A CityPay obligation is considered fulfilled at the moment of internal recording (posting) in CityPay accounting systems with the simultaneous debiting of the Crypto-asset from the sender and crediting of the Crypto-asset to the recipient.
8.2.2. CityPay does not charge a commission for Intra-system transfers, and no Network Fee applies.
8.3. CityPay’s moment of execution for External Transfers.
8.3.1. CityPay’s obligation for an External Transfer is considered fulfilled at the moment the transaction is transferred to the relevant of blockchain network (assignment of a transaction identifier/TxID with recording of this event in CityPay’s logs).
8.3.2. From that moment on, all risks associated with transaction confirmation, block inclusion time, possible retransmission of the transaction to the network due to protocol conditions and other network events are transferred to the User.
8.3.3. The Network Fee for External Transfers is withheld from the CityPay User and then paid to the relevant network in accordance with the procedure set out in Section 5 of this Offer; the actual amount may differ from the preliminary estimate due to network dynamics.
8.4. Grounds for suspension/refusal of execution.
An Order may be suspended/rejected and assets temporarily blocked if:
(a) The Order does not meet the network requirements (e.g., the network/asset/address is incorrect, or a memo/tag is required but not specified);
(b) AML/CFT/FP risks, sanctions risks, or links to high-risk sources are identified;
(c) the information requested for identification, verification of the source of funds/assets is missing/insufficient, including refusal to complete the KYC questionnaire or failure to provide the information requested by CityPay as part of the identification;
(d) there is a technical incident or suspicion of compromise of Authorization tools;
(e) an Order has been received from an authorized body or required by law.
Information about the current status of the Order is displayed in the interface through which the CityPay Crypto Wallet is used.
8.5. Irreversibility and non-revocability.
8.5.1. External transactions in blockchain networks are irrevocable and irreversible.
8.5.2. Internal transfers can only be canceled by CityPay until the moment of internal processing; after the debit/credit has been reflected, cancellation is impossible, except for the correction of an obvious technical error by CityPay.
8.6. Service availability.
8.6.1. CityPay takes reasonable measures to ensure the stable operation of its custodial infrastructure.
8.6.2. CityPay does not guarantee the continuous or error-free operation of the service, given its dependence on:
• blockchain networks,
• data centers,
• communication channels,
• third-party technology providers.
8.6.3. Temporary unavailability of the Crypto Wallet or a delay in displaying the balance or transaction history does not in itself indicate the loss of Crypto-assets.
8.6.4. In the event of technical failures, the procedure set forth in clause 4.17 of this Offer applies.
8.7. Information procedure.
Order statuses (accepted, processing, executed/TxID, rejected, suspended) are displayed in the User Interface used to access the CityPay Crypto Wallet.
Separate written notifications may not be sent unless otherwise required by law.
8.8. Priority of law and regulations.
In the event of a conflict between the terms of the Order and the mandatory requirements of the legislation of the Republic of Uzbekistan/regulations of authorized bodies, execution shall be carried out to the extent strictly required by such legislation/regulations.
8.9. Execution time.
8.9.1. The standard execution time for Orders for “send,” “receive (deposit),” and “intra-system transfer” transactions is no later than 24 (twenty-four) hours, respectively:
— for “sending” — from the moment of registration of the Order in the CityPay system;
— for “input” — from the moment the transaction is received by the network at the address serviced by CityPay, subject to compliance with network requirements and internal checks;
— for “intra-system transfer” — from the moment of the Order registration.
8.9.2. During the period of lawful suspension in accordance with the clause 8.4 (including AML/CFT/FP checks, regulatory requirements, and other grounds provided for by law), the specified period shall be suspended until the grounds for suspension are eliminated.
8.10. Limits and refusal to accept/execute.
Transactions that exceed the Limits are rejected or suspended. For incoming transactions over 20,000 USDT, clause 4.5.4 and, if necessary, clause 4.16 apply. For transactions in other assets, limits are checked based on the USDT equivalent at the time the transaction is registered.
LIMITATIONS AND LIABILITY
9.1. General principle.
The Services are provided “as is” within the scope of the functionality described in the Offer (custodial storage, receipt, dispatch/transfer). To the extent permitted by the laws of the Republic of Uzbekistan, CityPay shall only be liable for direct actual damage caused to the User as a result of culpable (intentional or grossly negligent) actions/omissions on the part of CityPay. Liability for lost profits, moral damages, indirect/incidental damages, and penalties is excluded.
CityPay’s liability for the consequences of technical failures due to CityPay’s fault is determined solely in accordance with clause 4.17 of this Offer.
9.2. Cases for which CityPay is not liable.
CityPay is not liable, including for:
(a) actions/errors of the User (incorrect address, choice of network/asset, lack of a mandatory memo/tag, sending an unsupported asset, compromise of authorization funds, malicious software on devices, etc.);
(b) the operation of blockchain networks (overload, changes in network rules and fees, delays in including transactions in a block, forks, and other features of protocols);
(c) Network Fees and their amount/method of deduction: these are determined by the rules of the relevant network, deducted by CityPay from the User, and then paid to the network itself on behalf of CityPay;
(d) external infrastructure of third parties (communication providers/data centers, authentication services, KYC/AML verification providers, postal and SMS operators, etc.);
(e) legal restrictions and requirements of authorized bodies, as well as measures to combat money laundering, terrorist financing, and the financing of the proliferation of weapons of mass destruction (AML/CFT/FP), due to which the transaction is suspended/rejected/assets are temporarily frozen;
(f) temporary unavailability of the CityPay Crypto Wallet if such unavailability is caused by scheduled maintenance, security incidents, failure of external infrastructure or other circumstances specified in sections 8 and 10;
(g) volatility of the value of Crypto-assets and any losses due to changes in their market price.
9.3. Irreversibility of transactions.
External transactions in blockchain networks are irrevocable once they have been transmitted to the network. CityPay is not obligated and, as a rule, cannot cancel or reverse such a transaction. The User bears the risk of specifying incorrect parameters.
9.4. Limitation of liability.
9.4.1. CityPay’s aggregate liability for each transaction is limited to the lesser of:
(a) the amount of the relevant Crypto-asset wrongfully written off due to CityPay’s proven fault; or
(b) the amount of direct actual damages proven by the User and directly causally related to CityPay’s culpable actions.
9.4.2. In the event of a technical failure due to CityPay’s fault, the maximum liability is limited to restoring correct accounting or crediting an equivalent amount of the relevant Crypto-asset.
9.4.3. No compensation will be provided for changes in the market value of the Crypto-asset.
9.5. Third Party Actions.
CityPay is not responsible for the actions/inaction of third parties beyond its control (owners of external addresses, network/communication providers, banks, payment systems, verification services, etc.), nor for the consequences arising after CityPay has duly fulfilled its obligations under the Order.
9.6. Terms of execution.
The term for the execution of “send”, “receive (input)” and “intra-system transfer” operations is no later than 24 (twenty-four) hours in accordance with the procedure established in the clause 8.9. Delays in confirmation specifically in the blockchain network (after the transaction has been transferred to the network) and/or lawful suspension on the grounds specified in the clause 8.4 shall not give rise to liability on the part of CityPay.
9.7. Investment/brokerage/insurance disclaimers.
CityPay does not provide investment, tax, or legal advice; it is not a broker/dealer/bank; Crypto-asset accounts are not bank deposits and are not covered by deposit insurance. Any information on the Website is for informational purposes only.
9.8. Compensation for losses incurred by CityPay.
The User undertakes to compensate CityPay for documented losses, expenses, and penalties incurred as a result of the User’s violation of the law and/or the terms of the Offer (including non-compliance with AML/CFT/FP requirements, provision of inaccurate data, unauthorized use of the service), to the extent permitted by the laws of the Republic of Uzbekistan.
FORCE MAJEURE (FORCE MAJEURE CIRCUMSTANCES)
10.1. Concept and general principle.
The Parties shall be exempt from liability for full or partial failure to perform this Offer if it is caused by circumstances arising after acceptance that are beyond the control of the Parties and beyond their reasonable control (hereinafter referred to as “Force Majeure”), provided that reasonable measures are taken to minimize the consequences.
10.2. List of Force Majeure Events.
Force Majeure Events include, in particular: natural disasters; epidemics/pandemics and mandatory acts of health authorities; wars, terrorist acts, armed conflicts, mass riots, strikes; mandatory acts/decisions of state authorities, changes in legislation that make performance illegal or virtually impossible; prolonged accidents/interruptions in power systems, communications, data centers, large-scale failures of Internet infrastructure; systemic technical incidents of blockchain networks (mempool overload, protocol shutdown/defect, forks, “51%+1” attacks, etc.) beyond CityPay’s control. A change in the market value of Crypto-assets does not in itself constitute a Force Majeure event.
10.3. Information procedure.
10.3.1. In the event of a Force Majeure Event, CityPay will post information about the nature and expected duration of such circumstances:
• on the official CityPay website; and/or
• in the interfaces through which the CityPay Crypto Wallet is used.
10.3.2. Posting such information constitutes proper notification to Users. Personalized messaging is not provided unless otherwise required by law.
10.4. Confirmation.
The fact and duration of Force Majeure may be confirmed by documents from competent authorities (including the Chamber of Commerce and Industry of the Republic of Uzbekistan) and other appropriate evidence (official communications from regulators/infrastructure providers, public reports on network failures, etc.).
10.5. Consequences.
During the period of Force Majeure, the performance of the affected obligations under the Offer shall be suspended for the duration of such circumstances and a reasonable time to eliminate their consequences. The deadlines for performance shall be extended proportionally. Monetary obligations arising prior to the occurrence of Force Majeure shall remain in force unless their performance has become illegal or objectively impossible.
10.6. Mitigation and resumption.
10.6.1. The party invoking Force Majeure shall take reasonable and proportionate measures to minimize the consequences (damages) and restore the fulfillment of obligations under this Offer.
10.6.2. CityPay, to the extent technically feasible and unless prohibited by law or regulations of authorized bodies, shall take measures to ensure the safety of Users’ Crypto-assets in the custodial infrastructure for the duration of the Force Majeure Event.
10.6.3. Upon termination of the Force Majeure Event, CityPay will post information regarding the resumption of normal operations and (if necessary) updated transaction processing times:
• on the official CityPay website; and/or
• in the interfaces through which the CityPay Crypto Wallet is used.
10.6.4. Posting information in accordance with clause 10.6.3 is considered proper notification to Users.
10.7. Prolonged Force Majeure.
If the Force Majeure Event lasts for more than 30 (thirty) consecutive calendar days, either Party has the right to terminate the Agreement unilaterally without penalties by posting the relevant information on the Website and/or in the interfaces through which the CityPay Crypto Wallet is used. In this case, CityPay shall complete the legally permissible and technically feasible operations to return the Crypto-assets belonging to the User in a manner not prohibited by law and regulations of the authorities, taking into account the applicable restrictions.
10.8. Priority of mandatory rules and time.
Nothing in this section limits CityPay’s compliance with the mandatory requirements of the legislation of the Republic of Uzbekistan and the regulations of the authorized authorities. The terms specified in this section are calculated according to Tashkent time (UTC+5), unless otherwise specified.
PERSONAL DATA
11.1. Legal grounds for processing.
The processing of the User’s personal data (hereinafter referred to as “Personal Data”) is carried out by CityPay in accordance with the legislation of the Republic of Uzbekistan, including the Law of the Republic of Uzbekistan “On Personal Data”, as well as laws on combating the legalization of proceeds from criminal activity, terrorism financing, and financing the proliferation of weapons of mass destruction, on the following grounds:
(a) execution of this Offer – providing access to the CityPay Crypto Wallet, accounting of Crypto-assets, receiving and sending Crypto-assets, displaying transaction statuses in the service use interfaces;
(b) fulfillment of legal requirements — identification (KYC), compliance control for AML/CFT/FP and sanctions, storage of documents and logs, responses to requests from authorized bodies.
11.2. Purposes of processing.
Personal data is processed to the extent necessary for:
(a) User registration and access to the CityPay Crypto Wallet (including through partner interfaces);
(b) execution of Orders (receiving/sending Crypto-assets), displaying transaction statuses in the service interfaces;
(c) conducting identification/verification (KYC), including document/identity verification, sanctions and other compliance screening;
(d) preventing fraud, ensuring security, maintaining event logs, and investigating incidents;
(e) fulfilling lawful requests from authorized bodies;
(f) improving the quality of service and stability of the Website based on anonymized/aggregated data;
(g) informing the User of significant changes to the terms of service, including the posting of a new version of the Offer, by posting information on the Website and/or through the User Interface.
11.3. Composition of Personal Data and sources.
The following may be processed:
(a) identification data: full name, date of birth, citizenship, Taxpayer Identification Number/Personal ID, details of the identity document;
(b) contact details: telephone number, e-mail, residential/stay address;
(c) data on transactions/orders: asset/network, volumes, sender/recipient addresses, TxID/hash, statuses, network fees applied;
(d) technical data: IP address, date/time, browser/device information, cookies/session markers, authorization and confirmation logs;
(e) results of compliance checks (sanctions screening, signs of high-risk sources) — to the extent required by law;
(f) correspondence and support requests.
Sources: the User themselves; authorized KYC/AML verification providers; publicly available and/or government registries within the limits of the law; CityPay technical systems.
11.4. Transfer to third parties.
Personal Data shall not be disclosed to third parties, except as provided by law and/or this Offer, including:
(a) identification/verification (KYC), sanctions and compliance screening providers;
(b) IT providers (data centers, clouds, security tools) — to the extent necessary to provide the Services;
(c) auditors, consultants, and other processors under confidentiality and Personal Data protection agreements;
(d) authorized state bodies — in cases and in the manner established by law.
The transfer is carried out in compliance with confidentiality and security measures.
11.5. Localization and cross-border transfer.
The collection, systematization, and storage of Personal Data of citizens of the Republic of Uzbekistan are carried out in databases on the territory of the Republic of Uzbekistan to the extent established by law. Cross-border transfer of Personal Data is permitted only in cases and in the manner provided for by law.
11.6. Storage periods.
Personal Data shall be stored for the duration of the Agreement and, after its termination, for the period established by law and/or necessary to protect the rights and legitimate interests of CityPay (including AML/CFT/FP requirements and limitation periods). The minimum storage period for documents and transaction logs is at least 5 (five) years or another period as required by law.
11.7. Personal Data security.
CityPay implements the necessary organizational and technical measures to protect Personal Data: access control, encryption, event logging and monitoring, perimeter protection, vulnerability management, backup, staff training, access auditing, etc. The user complies with the requirements of clause 4.3 and section 6.
11.8. Cookies and technical accounting.
The Website uses cookies and similar technologies (local storage, web beacons) for login, saving settings, security, and analytics in an anonymized form. Cookie management — in browser settings.
11.9. Rights of the Personal Data subject and procedure for exercising them.
The User has the right, to the extent established by law, to:
(a) receive information about their Personal Data and the purposes/grounds for its processing;
(b) request clarification (updating, correction) of Personal Data if it is incomplete or inaccurate;
(c) request the blocking/destruction of Personal Data if it is processed in violation of the law;
(d) withdraw consent — for those purposes where consent is the basis for processing (does not affect the legality of processing prior to withdrawal and does not apply to processing that is mandatory by law/contract, including AML/CFT/FP).
Requests are sent via the contacts on the Website. CityPay considers them within the time limits established by law, if necessary, after identifying the applicant.
TERMINATION AND AMENDMENT OF THE AGREEMENT
12.1. Procedure for changing an Offer.
(a) CityPay reserves the right to unilaterally amend, supplement, or revise this Offer by posting the updated version on the Website.
(b) The new version shall take effect on the date it is posted on the Website, unless another date is expressly stated in the Offer.
(c) Information about changes may be further communicated to the User through notifications in the interfaces of CityPay partner software products through which the CityPay Crypto Wallet is used.
(d) Continued use of the CityPay Crypto Wallet after the effective date of the new version of the Offer shall be deemed the User’s consent to the amended terms.
12.2. Material Changes
(a) CityPay reserves the right to change any provisions of the Offer, including the terms and conditions regarding the scope of Services, the procedure for their provision, risk allocation, grounds for suspension and blocking, limits, technical requirements, and other parameters.
(b) Material changes may include, but are not limited to:
• the introduction of a CityPay fee;
• changes to the asset storage model;
• changes to the procedure for blocking, freezing, or returning assets;
• changes to limits;
• changes necessitated by legal or regulatory requirements.
(c) If the User disagrees with the changes, they are obligated to stop using the CityPay Crypto Wallet and withdraw their Crypto-assets prior to the termination date.
12.3. Changes Due to Law or Risks
If changes are due to:
• legal requirements;
• orders of authorized bodies;
• sanction restrictions;
• AML/CFT/FP measures;
• security incidents;
• threats to the stability or integrity of the infrastructure,
CityPay reserves the right to apply such changes immediately, without prior notice to the User.
12.4. Termination at the initiative of CityPay.
CityPay reserves the right to unilaterally suspend service and/or terminate the Agreement in whole or in part if:
(a) the User violates the law or the terms of the Offer;
(b) the User has failed to complete KYC or refuses to provide requested information;
(c) signs of fraud, the use of mixers, sanctioned connections, or other prohibited transactions are detected;
(d) a mandatory order from an authorized body has been received;
(e) technical incidents or security threats occur;
(f) CityPay’s license has been terminated or limited;
(g) service to the User creates compliance or liability risks for CityPay.
In cases permitted by law, prior notice may not be required.
12.5. Termination at the initiative of the User.
The User has the right to terminate use of the Services at any time.
Prior to termination, the User is obligated to transfer all Crypto-assets owned by them to an external address, unless otherwise restricted by law or AML/CFT/FP measures.
12.6. Consequences of termination.
(a) From the date of termination of the Agreement, CityPay will cease executing new User Orders.
(b) CityPay reserves the right to retain the User’s access to information on asset balances only to the extent necessary for their legal withdrawal.
(c) If assets are frozen by law, regulatory orders, or AML/CFT/FP measures, they will be returned only after the relevant restrictions are lifted.
(d) Obligations to store information, protect personal data, and comply with legal requirements and liability provisions shall remain in effect after termination of the Agreement.
12.7. Withdrawal of Offer.
CityPay reserves the right to revoke this Public Offer to new Users at any time by removing it from the Website.
Revocation of the Offer does not affect existing contractual relationships unless they are terminated in accordance with the established procedure.
FINAL PROVISIONS
13.1. Applicable law.
This Offer, Agreement, and the relations between the Parties shall be governed by the laws of the Republic of Uzbekistan.
13.2. Dispute resolution.
(a) The parties shall comply with the pre-trial procedure: the claim shall be sent electronically to CityPay’s email address. The claim shall be considered within 30 (thirty) calendar days.
(b) If no agreement is reached, the dispute shall be considered by the competent courts at the place of registration of CityPay, unless mandatory rules dictate otherwise.
13.3. Entry into force and term of validity.
(a) This Offer shall enter into force upon its publication on the Website and shall remain in force until its withdrawal or replacement with a new version.
(b) The Agreement between CityPay and the User is considered concluded upon the User’s familiarization with this Offer and commencement of use of the CityPay Crypto Wallet.
(c) Continued use of the CityPay Crypto Wallet after the publication of a new version of the Offer constitutes the User’s acceptance of its terms.
(d) The Agreement is valid indefinitely until terminated in accordance with Section 12.
13.4. Electronic form and legally significant messages.
(a) The Parties acknowledge the legal force of electronic documents, transaction logs, authorization logs, technical metadata, and other electronic records generated within the CityPay infrastructure, to the extent permitted by the legislation of the Republic of Uzbekistan.
(b) Notifications and legally significant messages may be communicated to the User by posting them on the Website and/or by displaying them in the software products and User Interfaces of CityPay’s partners.
(c) The dates and terms specified in the Offer are calculated based on Tashkent time (UTC+5), unless otherwise expressly stated.
13.5. Contact details.
JV LLC “City Pay Gate” (TIN: 311606433)
Аddress: 100100, Republic of Uzbekistan, city of Tashkent, Yakkasaray district, Mukhandislar MFY, Shota Rustaveli street, bldg. 53B
Website: https://citypay.uz
E-mail address: uzsupport@citypay.io

13.6. Language.
The Offer is provided in Uzbek, Russian, and English. In case of discrepancies, the Russian version shall prevail, unless otherwise specified in the publication notice. 13.7. Entire Agreement. The Offer and the Appendixes/Privacy Policy attached thereto constitute the Entire Agreement between the Parties and supersede any prior agreements on the subject matter of the Offer. 13.8. Invalidity of Certain Provisions. If any provision of the Offer is found by a court to be invalid or unenforceable, this shall not affect the validity of the remaining provisions. Such provision shall be interpreted or replaced to the maximum extent permitted by law to achieve the original purpose.

Appendix No. 1
to the Public Offer of JV LLC “City Pay Gate” dated “06” April 2026 SERVICES

Description of Services
CityPay provides the User with custody and transfer services for Supported Crypto-assets via the CityPay Crypto Wallet, which is integrated into the software products and User Interfaces of CityPay’s partners.
The following Services are provided under this Offer:
• creation and maintenance of a custodial Crypto Wallet for Supported Crypto-assets (listed in Appendix No. 2), with the ability to view balances and transaction history;
• receipt (deposit) of Crypto-assets to addresses serviced by the CityPay infrastructure;
• Crypto-asset transfers:
 Intra-system (between wallets serviced by the CityPay infrastructure) — no CityPay commission and no network fee;
 External (to addresses outside the CityPay infrastructure) — withholding only the network fee of the relevant network.
CityPay does not charge a commission for the Services provided under this Appendix.
Terms and conditions for transactions (receipt/transfer)
2.1 Receiving (depositing) of Crypto-assets
(a) The User selects a Supported Asset and network and uses the details provided by the system (address/QR code; memo/tag, if necessary).
(b) Crediting occurs after:
• the requirements of the relevant network are met (minimum number of confirmations),
• the network/asset/attributes are verified,
• mandatory checks in accordance with legislation (AML/CFT/FP, sanctions control) are completed.
(c) Sending assets over an unsupported network, to an invalid address, or without the required memo/tag may result in the permanent loss of Crypto-assets. CityPay is not obligated to restore such transactions.
(d) CityPay’s processing time is up to 24 hours from the moment the conditions in clause (b) are met, except in cases of additional checks, technical failures, routine maintenance, or AML/CFT/FP measures, in which case this period may be extended for a reasonable period.
2.2 Intra-system transfer
(a) Initiated by the User through the partner interface by specifying the recipient’s identifier/address within the CityPay infrastructure.
(b) No CityPay commission or Network Fee is charged.
(c) Once the transaction is processed internally, it is complete and cannot be reversed, except to correct an obvious technical error by CityPay.
(d) Processing time is up to 24 hours.
(e) In the event of a technical failure or temporary unavailability, execution is suspended until such circumstances are resolved. Crypto-assets are stored in CityPay’s custodial infrastructure.
2.3 External transfer (to an external address)
(a) The User specifies the asset, network, and recipient’s address (and, if necessary, memo/tag).
(b) Before confirming a transaction, the interface displays an estimated Network Fee and the final amount charged.
(c) The Network Fee is deducted by CityPay from the User and transferred to the appropriate network. The fee is determined by network rules and may differ from the estimated fee due to network dynamics.
(d) Once the transaction is transmitted to the network, it is irreversible. The speed and success of confirmation depend on the network and third-party infrastructure.
(e) CityPay processing time — up to 24 hours. Further network confirmation is independent of CityPay.
(f) The minimum transfer amount is 10 USDT or the equivalent of 10 USDT for other assets, based on the CityPay exchange rate at the time of transaction registration.
2.4 Cancellation, refusal, suspension
(a) Before a transaction is submitted to the network, CityPay reserves the right to cancel or reject it for reasons stipulated by law and the Offer (including AML/CFT/FP, sanctions control, and technical risks).
(b) Once a transaction is submitted to the network, cancellation is not possible. The Network Fee withheld is non-refundable.
(c) CityPay reserves the right to request additional information or documents. Until these are provided, the transaction may be suspended.
(d) Transaction status information is displayed in the partner interface.
(e) In the event of a technical failure or the need to restore correct accounting, CityPay reserves the right to temporarily suspend transactions without incurring liability.
2.5 Terms of Completion
(a) Transactions processed by CityPay are typically completed within 24 hours, unless otherwise required by audits, technical circumstances, or legal requirements.
(b) For External Transfers, subsequent confirmations are processed according to network rules and may take additional time.
2.6 Confirmation and statuses
(a) The User confirms the transaction through the partner’s User Interface.
(b) The User has access to information about the transaction status, amounts, Network Fees, and, for External Transfers, the transaction identifier (TxID).
2.7 Additional Terms and Risks
(a) Supported Assets and Networks are listed in Appendix No. 2. Sending assets outside Supported Networks or through third-party bridges/contracts is not supported.
(b) The user is responsible for independently verifying the accuracy of the payment details.
(c) If high-risk/prohibited sources are identified, the provisions of the Offer regarding the suspension, return, or freezing of assets will apply.
(d) The procedure for handling technical failures is determined by the relevant provisions of the Offer.
2.8 Transaction limits (uniform for all, in USDT)
(a) one-time sending — up to 6,000 USDT;
(b) one-time receiving — up to 20,000 USDT;
(c) daily cumulative volume — up to 20,000 USDT;
(d) monthly cumulative volume — up to 100,000 USDT;
(e) maximum 30 transactions within 24 hours;
(f) minimum sending amount is 10 USDT (or equivalent).
If a transaction is made in another asset, its volume for limit purposes is converted into USDT based on the CityPay rate at the time of transaction registration.
Incoming transactions over 20,000 USDT may be:
• returned to the sender (if technically feasible) minus the Network Fee,
• or suspended/frozen in cases stipulated by the Offer and applicable law.
Limits are controlled according to Tashkent time (UTC+5).

Appendix No. 2
to the Public Offer of JV LLC “City Pay Gate” dated “06” April 2026 THE LIST OF SUPPORTED CRYPTO-ASSETS AND NETWORKS

List of Assets
As of the date of publication, the following Crypto-assets are supported:
- 1. BTC (Bitcoin) - BTC Network (Bitcoin)
- 2. LTC (Litecoin) - LTC Network (Litecoin)
- 3. ETH (Ethereum) - Ethereum Network (ETH)
- 4. XRP (XRP Ledger) - XRP Ledger Network (XRP)
- 5. SOL (Solana) - Solana Network (SOL)
- 6. BNB (BNB Smart Chain / BSC) - BNB Smart Chain Network (BEP20)
- 7. USDT (Tether USD) – Polygon (Polygon POS), Tron (TRC-20), Ton (TON), BNB Smart Chain (BEP20) Networks
- 8. TON (Toncoin) - TON Network
- 9. XAUT (Tether Gold) - Ethereum Network (ETH)
Commissions and internal transfers
• For External Transfers, only the Network Fee of the relevant network is withheld (displayed before the transaction is confirmed). CityPay withholds the Network Fee from the User and transfers it to the network.
• Transfers between CityPay wallets are free of Commission and Network Fees.
Important warnings for the User
• Always check the asset, network, and address before sending.
• Sending to a different network, to an incorrect address, or without the required memo/tag may result in irretrievable loss.
• Cross-network bridges/exchanges are not provided as part of the Offer.
• Technical requirements of the networks themselves may apply (e.g., minimum amount/dust, mandatory memo/tag).
• CityPay transactions (receipt after network confirmations, internal and External Transfers before broadcasting to the network) are processed within 24 hours; further confirmations on the network depend on the rules of the respective network.
• The minimum sending amount is 10 USDT (or equivalent);
Updating the list
The list of Assets and Supported Networks may be changed by CityPay unilaterally in accordance with the procedure provided for in the Offer. The current version of the List is posted on the CityPay Website and is an integral part of the Public Offer.