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USER AGREEMENT

USER AGREEMENT

This User Agreement (the “Agreement”) is a public offer as defined in article 437 of the Russian Civil Code and governs relationships between SP Capital LLC (the "Seller") and any legally capable natural person (the "Buyer"), which relationships may accrue or emerge in the purchase of tickets and/or gift certificates and/or Observation Deck products by such person, more specifically, through the Website at pnr360.ru.

1. General provisions

1.1. The terms used in this Agreement shall be defined as follows:

"Order" means the Buyer's inquiry submitted to the Seller, expressing the intent to purchase the Observation Deck services and/or products.

"Electronic Order" means a digital record in the database of the PANORAMA 360 Observation Deck (SP Capital LLC) confirming the fact of reservation of and payment for a visit to the PANORAMA 360 Observation Deck on a certain date at a certain time as well as the Products selected by the Buyer.

"Seller" means SP Capital Limited Liability Company.

"Buyer" means a legally capable natural person placing the Order for personal, family, household, or other business-related needs.

"Gift Certificate Buyer" means a legally capable natural person that pays for a gift certificate in payment for the services or goods being sold within the Observation Deck for personal, family, or other nonbusiness needs.

"Gift Certificate Holder" means a legally capable natural person who is granted the temporary possession and use of gift certificate and produces the same for execution.

"Visitor" means the person that uses (intends to use) the Order or the Ticket and/or the Gift Certificate for the purposes of visiting the PANORAMA 360 Observation Deck.

"Observation Deck" means the PANORAMA 360 Observation Deck located at 12 Presnenskaya Embankment, Floor 89, Moscow, Russia.

"Observation Deck Ticket Office" means the Observation Deck Ticket Office located at 2 Presnenskaya Embankment, Afimall Shopping and Entertainment Center. Opening hours: Sun–Thu: 9 a.m.–10 p.m., Fri–Sat: 9 a.m.–11 p.m., daily.

"Operator" means the Buyer's representative that accepts the Orders submitted by the Buyers by telephone on 8 (495) 151-94-94.

"Ticket" means a limited-issue form document in a form laid down by the applicable laws of Russia, which certifies the right to visit the PANORAMA 360 Observation Deck.

"Adult Ticket" means the Ticket sold by the Seller for individuals aged over 15.

"Child Ticket" means the Ticket sold by the Seller for individuals aged between 6 and 14 years.

"Reduced-Rate Ticket" means the Ticket sold by the Seller upon special terms set forth in this Agreement or separately approved by the Seller.

"Gift Certificate" means the document confirming that money has been paid by a natural person in advance for the services or goods within the Observation Deck and entitling such natural person to receive a product and/or service by exchanging the gift certificate for goods or services.

"Products" means any additional goods and/or services sold by the Seller, information about which goods and/or services is contained on the Website. The Products price shall not be included in the Ticket price and shall be paid separately.

"Individual Visit" means the purchase of the Tickets by one Buyer/Visitor or a group of Buyers/Visitors of up to 10 people through the Observation Deck Ticket Office or the Electronic Order.

"Group Visit" means the simultaneous purchase of 10 or more Tickets by an organized group of Buyers or the Buyers group organizer through the Operator or the Electronic Order.

"Website" means a web resource sited on the internet at pnr360.ru.

1.2. The Buyer, placing the Order or the Electronic Order pursuant to Federal Law No. 152-FZ dated July 27, 2006, "On Personal Data," consents to the processing of the following personal data by the Seller (including their obtainment from the same and/or any third parties with due regard for the requirements of the Russian applicable laws): last name, first name, patronymic, personal telephone numbers, contact information, or any other information concerning the Buyer's personality, which is accessible or known to the Seller at any particular time and confirms that by giving such a consent the Buyer acts out of their own will and for their own benefit and for the benefit of the persons with respect to whom the Electronic Order is paid.

1.3. In purchasing the Tickets and/or the Gift Certificates from any other persons or on the internet (other than from the official partners of the Observation Deck), the Seller shall not be held liable for any adverse implications that may arise.

2. Subject matter of the Agreement

2.1. The Seller shall offer the Buyer the opportunity to purchase the Ticket and/or the Gift Certificate to visit the PANORAMA 360 Observation Deck via:

– The Observation Deck Ticket Office

– The Operator

– The Electronic Order and to pay for such a Ticket and/or the Gift Certificate, and the Buyer, in turn, shall place and pay for the Order or the Electronic Order upon the terms and conditions set forth herein.

2.2. Pursuant to article 436 of the Russian Civil Code, this offer shall not be irrevocable. The Seller shall have the right to deny any persons expressing dissent with the terms and conditions set forth in this Agreement the sale of the Ticket and/or the Gift Certificate or the placement of the Order/Electronic Order. Pursuant to article 438 of the Russian Civil Code, the unconditional acceptance of the terms and conditions of this Agreement shall be constituted by the fact of payment for the Ticket and/or the Gift Certificate or the Order/Electronic Order. By making payment for the Ticket and/or the Gift Certificate or the Order/Electronic Order, the Buyer simultaneously agrees with the Observation Deck PANORAMA 360 Visit Rules.

2.3. The Seller shall act on its own behalf. All obligations under this Agreement shall accrue directly to the Seller and the Buyer.

2.4. No discounts for Individuals Entitled to Benefits shall apply in cases where the Electronic Order is placed through the Website since the relevant confirmation of discount entitlement is required, save as laid down by this Agreement.

3. Terms to place the Orders as part of the Individual Visit

3.1. Placement of the Electronic Order:

3.1.1. To place the Electronic Order, the Buyer shall undertake the following actions:

– Generate the Order by selecting the quantity and categories of the Tickets on the Website.

– Select the date and time of visit.

– Select the Products (if necessary) by specifying their quantity.

– Check whether or not the data displayed conform to the previous selection.

– Specify their email.

– Check whether or not the displayed amount payable conforms to the data previously entered.

– Agree with the terms of this offer by pressing the "Pay" button.

– Press the "Pay" button.

– Pay for the Order using their bank card.

– Certify the fact of successful placement (generation of and payment for) of the Electronic Order, as evidenced by the receipt of a letter of information about the Electronic Order containing a unique number and bar code, to the email address specified by the Buyer in the manner described above.

3.1.2. The payment time available to the Buyer shall be limited to 15 minutes. Unless payment is made when due for any reason whatsoever, the Electronic Order shall be automatically cancelled.

3.1.3. In placing the Order, the Buyer shall be obliged to provide all the necessary true, accurate, and complete information about themselves. The Buyer shall be held liable for any minor children for whose benefit the Buyer may place the Order.

3.1.4. The Buyer shall be obliged to review age restrictions on the Observation Deck visit and give due regard for compliance with the age restrictions imposed on the Visitor's minor children as of the Order placement date.

3.1.5. The Buyer may place the Electronic Order only with respect to the quantity and categories of the Tickets and/or the Gift Certificates and the Products that are available for sale on the Website as of the Order placement.

3.2. Order placement through the Observation Deck Ticket Office.

3.2.1. The Observation Deck Ticket Office shall be located at 2 Presnenskaya Embankment, Afimall Shopping and Entertainment Center. Opening hours: Sun–Thu: 9 a.m.–10 p.m., Fri–Sat: 9 a.m.–11 p.m., daily.

3.2.2. The Tickets and/or the Gift Certificates shall be sold at the Observation Deck Ticket Office in the Russian rubles at such prices as shown on the tickets in cash or to the holders of international payment cards VISA or MasterCard.

3.2.3. The Tickets and/or the Gift Certificates shall be sold during the Observation Deck visit in accordance with the approved schedule to be made available in advance from the Observation Deck Ticket Office and published on the Observation Deck website. Such a schedule may be amended and supplemented by decision of the Observation Deck administration.

3.2.4. The telephone bookings of tickets shall not be available.

3.2.5. The Observation Deck reserves the right to deny the Buyer the purchase of the Tickets and/or the Gift Certificates from the enterprise's Ticket Office without giving any reason.

3.2.6. The Observation Deck shall offer services implying a limited number of the Tickets and/or the Gift Certificates and group services on a first-come-first-served basis. The availability of any previously purchased Tickets and/or the Gift Certificates for the same service shall not entitle to the prioritized purchase of any extra Tickets and/or the Gift Certificates or any purchase of the same in excess of the prescribed quantity.

3.3. The Buyer shall be entitled to cancel the paid Order or the Electronic Order in whole or in part.

3.4. The Order or the Electronic Order may be cancelled by the Buyer directly at the location of the PANORAMA 360 Observation Deck: 12 Presnenskaya Embankment, Floor 89, Moscow, Russia, from the Observation Deck ticket office daily from 9:00 a.m. to 8:00 p.m.

3.5. To fulfill formalities related to the full or partial cancelation of the Electronic Order, the Buyer must carry an ID document and a letter containing the order number, bar code, and details received after payment. The aforesaid confirmation must be provided in hard copy.

3.6. The full or partial cancelation of the Electronic Order shall be carried out on the Buyer's written application in a form provided by the Seller.

3.7. When the Order is cancelled, the Seller shall be entitled to recover from the Buyer its actual expenses associated with such rejection on the part of the Buyer.

3.7.1. If the Order is cancelled at least 10 days prior to the Observation Deck visit session date specified in the Order, the amount of the Seller's actual expenses with respect to the Observation Deck services shall make up 0% of the price of the Tickets and/or the Gift Certificates so cancelled.

3.7.2. If the Order is cancelled from 10 to 3 days prior to the Observation Deck visit session date specified in the Order, the amount of the Seller's actual expenses with respect to the Observation Deck services shall make up 90% of the price of the Tickets and/or the Gift Certificates so cancelled.

3.7.3. If the Order is cancelled less than 3 days prior to the Observation Deck visit session date specified in the Order, the amount of the Seller's actual expenses with respect to the Observation Deck services shall make up 100% of the price of the Tickets and/or the Gift Certificates so cancelled.

3.8. A refund for the Order cancelled in whole or in part shall be made within 30 days from the Order cancellation.

If the Tickets and/or the Gift Certificates are purchased from the Seller's agents, a refund shall be made to the Buyer by such an agent.

3.9. The amount for the Electronic Order cancelled in whole or in part, placed on the Website and paid by a bank card on the Website, shall be refunded solely to the card account from which such payment has been made.

3.10. If the Buyer makes payment for the Order and wishes to change the time and/or date of their visit to the Observation Deck, the Buyer must send a letter from the email specified by the Buyer in placing the Electronic Order to welcome@pnr360.ru or at the PANORAMA 360 Observation Deck location at 12 Presnenskaya Embankment, Federation Tower East, Floor 89, Moscow, Russia, or from the Observation Deck ticket office daily from 9:00 a.m. to 8:00 p.m., specifying the Order and requesting that the session time or visit date be rescheduled, indicating the planned date or time of visit.

3.11. A request for such a change of date and/or time of visit must be sent by the Buyer at least 72 hours before the session starts on the visit date specified in the Electronic Order.

3.12. The Seller shall consider the Buyer's electronic request within one day and respond whether or not it is possible to change the date and/or time of visit. The date or time specified in the Order may only be changed to the identical date or time (in terms of price).

3.13. The Seller shall be entitled to reject the change of date and/or time of visit without giving reasons for such rejection.

3.14. Should the time and/or date of the visit be changed, the Products paid for by the Buyer as part of the Order shall be hand-delivered to the Buyer at a new time and/or on a new date of visit.

4. Terms to place the Orders as part of the Group Visit

4.1. The Group Visit to the Observation Deck shall be available to:

4.1.1. Organized groups composed of 10 Buyers/Visitors

4.1.2. Organized student groups of 10 Buyers/Visitors, provided that at least 80% of the Visitors are the students of children's preschool or school educational institutions

4.2. To place the Order as part of the Group Visit, the Buyer or the Buyers group organizer shall book or purchase the Tickets via the Operator or the Electronic Order.

4.2.1. To place the Order as part of the Group Visit via the Operator, the Buyers or the Buyers group organizer shall undertake the following actions:

· Place the Order by contacting the Operator.

· Inform the Operator of the visit date and time.

· Communicate the Products to the Operator (if necessary) by specifying their quantity.

· Inform the Operator of the email address for sending an offer invoice.

· Check whether or not the information specified in the offer invoice conforms to the submitted Order.

· Agree with the terms and conditions of the offer invoice and this Offer by paying the money specified in the offer invoice payment terms.

· Pay for the Order upon such terms and conditions as set forth in the offer invoice.

4.2.2. To place the Electronic Order as part of the Group Visit, the Buyers or the Buyers group organizer shall undertake the following actions:

· Generate the Order by selecting the quantity and categories of the Tickets on the Website.

· Select the date and time of visit.

· Select the Products (if necessary) by specifying their quantity.

· Check whether or not the data displayed conform to the previous selection.

· Specify their email.

· Check whether or not the displayed amount payable conforms to the data previously entered.

· Agree with the terms of this Offer by pressing the "Pay" button.

· Press the "Pay" button.

· Pay for the Order using their bank card.

· Certify the fact of successful placement (generation of and payment for) of the Electronic Order, as evidenced by the receipt of a letter of information about the Electronic Order containing a unique number and bar code, to the email address specified by the Buyer in the manner described above.

4.3. If the number of the Child Tickets purchased as part of the Group Visit to the Observation Deck is at least 10, such visit may be solely in the presence in the responsible person with respect to the Adult Ticket. That said, such accompanying responsible person must be at least 18 years old.

4.4. If the number of the Child Tickets purchased as part of the Group Visit to the Observation Deck is at least 10, the Seller shall provide one reduced-rate free Adult Ticket for the Accompanying Responsible Person per 10 Child Tickets.

4.5. Terms of payment for the Orders as part of the Group Visit

4.5.1. If the Order is placed at least five days before visiting the Observation Deck, such an Order shall be paid for by paying 100% of the Order price simultaneously with placing the Order.

4.5.2. If the Order is placed 10 to 5 days prior to the Observation Deck visit date, such an Order shall be paid for by paying 100% of the Order price at least five days prior to the Observation Deck visit date.

4.5.3. If the Order is placed more than 10 days prior to the Observation Deck visit date, such an Order shall be prepaid as follows:

- 70% of the Order price shall be paid within five days from the Order placement.

- The remaining part of the Order price shall be paid at least five days prior to the Observation Deck visit date.

4.6. At least five days prior to the Observation Deck visit date or simultaneously with placing the Order as part of the Group Visit to the Observation Deck, if such an Order is placed less than five days prior to the Observation Deck visit date, the Buyers or the Buyers group organizer shall complete the list of visitors in a form provided by the Seller. Unless the list of visitors is provided by the Buyers or the Buyers group organizer within the time limit provided for in this clause, the Seller shall be entitled to refuse to render services as part of such an Order unilaterally, in which case money shall be refunded in accordance with the prescribed procedure for canceling the Order as part of the Group Visit to the Observation Deck.

4.7. Once the Order is placed as part of the Group Visit, the date and time of the Observation Deck visit may not be altered and/or changed. The Buyers or the Buyers group organizer shall be entitled to change solely the number of tickets purchased in such a manner and upon such terms as provided for in this Agreement.

4.8. The Buyers or the Buyers group organizer shall be entitled to cancel the paid Order or the Electronic Order in whole or in part.

4.9. The Order or the Electronic Order may be cancelled by the Buyers or the Buyer's group organizer directly at the location of the PANORAMA 360 Observation Deck: 12 Presnenskaya Embankment, Floor 89, Moscow, Russia, from the Observation Deck ticket office daily from 10:00 a.m. to 8:00 p.m.

4.10. To fulfill formalities related to the full or partial cancelation of the Electronic Order, the Buyers or the Buyers group organizer must carry an ID document and a letter containing the order number and details received after payment. The aforesaid confirmation must be provided in hard copy.

4.11. The full or partial cancelation of the Order or the Electronic Order shall be carried out on the Buyer's written application in a form provided by the Seller.

4.12. When the Order is cancelled in full or in part, the Seller shall be entitled to recover from the Buyer its actual expenses associated with such rejection on the part of the Buyer.

4.12.1. If the Order is cancelled at least 10 days prior to the Observation Deck visit date specified in the Order, the amount of the Seller's actual expenses with respect to tickets shall make up 0% of the price of the Tickets so cancelled.

4.12.2. If the Order is cancelled 10 to 3 days prior to the Observation Deck visit session date specified in the Order, the amount of the Seller's actual expenses with respect to tickets shall make up 100% of the price of the Tickets so cancelled. That said, the Seller shall be entitled to change the date and time of 30% of the Tickets cancelled subject to the Group Visit terms and conditions to the extent technically practicable.

4.12.3. If the Order is cancelled less than three days prior to the Observation Deck visit date specified in the Order, the amount of the Seller's actual expenses with respect to tickets shall make up 100% of the price of the Tickets so cancelled.

4.13. A refund for the Order cancelled in whole or in part shall be made within 30 days from the Order cancellation.

4.14. The amount for the Order or the Electronic Order cancelled in whole or in part, placed on the Website and paid by a bank card on the Website, shall be refunded solely to the card account from which such payment has been made.

5. Visit to the PANORAMA 360 Observation Deck

5.1. To visit the PANORAMA 360 Observation Deck, the Buyer/Buyers shall be obliged to show up on such a date and at such time as specified in the Order or the Ticket and/or the Gift Certificate.

5.2. The PANORAMA 360 Observation Deck shall be visited by the Buyer/Buyers in accordance with the PANORAMA 360 Observation Deck Visit Rules approved by the Seller and published on the Website.

5.3. In receiving and paying for the Order, the Buyer shall be obliged to produce at the entrance a unique number of the Order or a bar code of the Electronic Order received by the Buyer after paying for the Order. Such a unique number and a bar code of the Electronic Order may be provided in hard copy or electronically (i.e., on the screen of an electronic device with the Electronic Order bar code reading functionality; to that end, the screen of such a device should not have a mirror surface).

5.4. When the Buyer produces the Order number or bar code of the Electronic Order, the Seller's employee shall issue the Observation Deck tickets to the Buyer for such quantity and categories of the Visitors with respect to whom the Electronic Order has been placed as well as the Products purchased as part of the Electronic Order.

5.5. Only the person placing the Order or the person paying for the Order, the Buyers group organizer, or the duly authorized person specified by such persons shall be entitled to receive the Order paid.

5.6. Visit to the Observation Deck based on one Ticket and/or the Gift Certificate shall be allowed only once and to one Visitor representing the category specified in such a ticket.

5.7. The Buyer, alone, shall be held liable for safeguarding a unique number of the Order or a bar code of the Electronic Order and preventing the same from disclosure.

5.8. The Buyer shall be held fully liable for minor children and agrees that a minor child and the Buyer themselves may be denied access to the Observation Deck based on the Electronic Order in the event of a breach of the existing age restrictions or breaches of the PANORAMA 360 Observation Deck Visit Rules. The Seller reserves the right to demand the production of a document evidencing the Visitor's age. In the absence of such a document, the Seller shall be entitled to deny such a person access to the Observation Deck.

6. Miscellanea

6.1. The Buyer agrees that:

6.1.1. The Seller shall be entitled to suspend or discontinue the sale of the Tickets and/or the Gift Certificates and/or the Products from the Observation Deck Ticket Office or through the Website at any time without giving any reason or prior notice to the Buyer. The instances of such discontinuation or suspension of sale may include, without limitation, a breach of this Agreement by the Buyer and/or the emergence of technical circumstances, such as malfunctioning of the Website, malfunctioning of payment systems, malfunctioning of communication systems, etc.

6.1.2. The Website may contain links to any other web resources, in which case the Seller shall not be held liable for the availability of such resources, their content, or any implications related to the use of materials from the said resources.

6.1.3. The Buyer may receive informational messages related to the Seller's activity and advertisements to the cell phone number and/or email provided by the Buyer in placing the Electronic Order.

6.1.4. The Seller shall be entitled to engage third parties to perform its obligations provided for in this Agreement.

6.1.5. The data specified by the Buyer on the Website may be provided by the Seller at the request of any authorities and persons authorized to request and obtain such information under the applicable laws of Russia.

6.1.6. The service shall be provided "as is" in a form available as of its provision without extending any direct or direct guarantees (including, without limitation, the guarantees of service use for specific goals).

6.1.7. The Seller shall not be held liable for possible weather phenomena or any other weather conditions that directly or indirectly affected or may affect the provision of the Observation Deck services.

6.1.8. Any image and/or representation of the Observation Deck visitors generated by photo and/or video shooting within any special zones of the Observation Deck may be used in any manner whatsoever, including for commercial needs.

6.1.9. This Agreement may be amended by the Seller for convenience without recourse to court proceedings by making the new text of the Agreement available from the Seller's Website at pnr360.ru. The restated version of this Agreement shall be deemed to refer to the one made available from the Seller's Website at the time of its application (at the time of payment for the Ticket and/or the Gift Certificate and/or the Electronic Order by the Buyer).

6.1.10. The Seller does not guarantee the restorability of the email letter containing the number, bar code, and details of the Order, confirming the Electronic Order received by the Buyer after payment for the Order, should the same be lost by the Buyer.

6.1.11. If the Observation Deck cannot be visited through the Seller's fault (including due to force majeure), the Seller shall refund the Electronic Order price to the Buyer subject to the provisions of sections 3, 4 of this Agreement.

6.2. The Seller shall not be held liable:

6.2.1. For any actions of banks, electronic payment systems ensuring the transfer of funds under this Agreement.

6.2.2. For any delayed, failing, prevented, or late delivery, deletion, or nonsaving of any data as well as nonconformity of any Service to the Buyer's needs or expectations.

6.2.3. For any damage or losses caused to the Buyer, including, without limitation, by any changes (which may be made by the Seller on the Website) to the service-rendering process or by the discontinuation or suspension of service rendering, deletion, failure, or nonsaving of any data contained or transmitted, inaccuracy and/or unreliability of the data specified by the Buyer.

6.2.4. In the event of force majeure, including, without limitation, acts of God, military action, nationwide crisis, sectoral or regional strikes, any actions or decisions of government authorities that objectively hinder the performance of any obligations provided for in this Agreement as well as any failures of telecommunications and/or energy networks, exposure to malware, the unscrupulous practices of third parties that manifest themselves in actions aimed at gaining unauthorized access to and/or disabling any software and/or hardware of the Seller.

6.2.5. In the event of a breach of the Observation Deck Visit Rules by the Buyer.

6.3. The Seller's liability to the Buyer shall be limited to the price of the paid Tickets and/or the Gift Certificates and/or the Products.

6.4. The Seller, alone, shall set the Observation Deck visit price and the Products price. Information about the current price of visit and the Products as well as changes to the price of visit and/or the Products shall be provided by the Buyer in the Observation Deck entrance area and published by the Seller on the official Website of the Observation Deck. The price of the Tickets at the ticket office may differ from that on the internet.

6.5. All disputes or controversies arising between the Parties under or in connection with this Agreement shall be settled by negotiation. This Agreement provides for dispute resolution by the Parties making claims to each other (without recourse to court proceedings).

6.6. All claims shall be sent by registered mail, return receipt requested, to the registered office of Capital LLC (12 Presnenskaya Embankment, Moscow). The time limit for considering a claim shall be 10 calendar days from its receipt by the Party.

6.7. Should the Parties fail to agree when trying to settle a dispute by making claims to each other (without recourse to court proceedings), all disputes that may arise in connection with the performance of this Agreement by the Parties shall be resolved by court under the applicable laws of Russia.

Chief Executive Officer of

SP CAPITAL LLC

A. N. Shakaryan