OFFER
for the provision of services based on the AMAVIT web platform

This document is an offer by VF Brain Evolution Ltd., hereinafter referred to as "AMAVIT"", to conclude an agreement for the provision of services granting non-exclusive rights to use the AMAVIT web platform under the terms outlined below:

1. DEFINITIONS AND TERMS

1.1. For the purposes of this document, the following terms are used with the meanings specified below:

Offer — this document «Offer for the Provision of Services Based on the AMAVIT Web Platform», published on the Internet at https://www.amavit.com/.

Client— an individual entrepreneur, legal entity, or individual who has accepted the Offer. The Client is the Customer of AMAVIT services under the concluded Agreement and is responsible for all actions performed by them, as well as by their representatives, via the Client's web interface on AMAVIT.

Client's Representative — a person who has access to the Client's Personal Account (any — Student, Teacher, or «Custom»type) on the AMAVIT web platform and who conducts organizational and educational activities using the AMAVIT web interface.

Use of the AMAVIT Web Platform — any actions taken by the Client, as well as by their Representatives, in the Client's web interface on AMAVIT after Authorization on the AMAVIT web platform.

AMAVIT Web Platform (hereinafter referred to as the "Platform")— a multifunctional online platform for educational institution owners, private tutors, teachers, and students, available on the Internet at amavit.com.

Client's Web Interface on AMAVIT — a software interface for interaction between the Client and their Representatives with the AMAVIT web platform, providing remote interaction with the AMAVIT platform within the Agreement (managing the schedule of tutoring sessions, creating and checking student homework, using interactive educational tools for the study material, replenishing the electronic wallet, etc.), available to the Client after authorization with the Client’s login and password at https://www.amavit.com/ via applications (including mobile apps). The Client's Web Interface on AMAVIT contains information about the Client:

Name of the Client’s educational institution;
Location of the educational institution (country, city, street, building);
Full names of the teachers working at the Client’s educational institution;
Full names of students studying at the Client’s educational institution;
Full names of parents of the students studying at the Client’s educational institution;
Email addresses and phone numbers of the students’ parents for communication;
Statistical data and other information regarding AMAVIT services.

AMAVIT Services — services for granting individual access to the educational AMAVIT web platform, allowing the Client to use the AMAVIT platform for educational purposes in accordance with the terms of the Offer.

Acceptance of the Offer — the full and unconditional acceptance of the Offer by performing the actions specified in Section 7 of the Offer. The Offer is accepted by entering into the Agreement.

Agreement — a paid agreement between the Client and AMAVIT for the provision of AMAVIT services, concluded through the Acceptance of the Offer.

Authorization Data – credentials for accessing the AMAVIT web platform that the Client receives upon acceptance, including the platform link, login, and password, which allow identifying and authorizing the Client.

Authorization – the procedure of entering Authorization Data in the Client's web interface on AMAVIT for the purpose of identifying the Client and gaining access to the Personal Account and using the AMAVIT web platform.

Reporting Period – the calendar month from the moment of Acceptance of the Offer, during which the corresponding services are provided.

Technical and Informational Support – the resolution of technical issues arising within AMAVIT’s area of responsibility in connection with the provision of services (technical support).

User Account (Account) – the Client’s account on the AMAVIT web platform, created during the Client's registration on the platform for gaining access to the platform's functionality.

Subscription Fee – a monthly fee paid by the Client in advance for using AMAVIT services according to the tariff plans for the upcoming reporting period.

Fee for Additional Options – a monthly or one-time fee paid by the Client in advance for using additional AMAVIT services according to the tariff plans.

Trial Period – an introductory period during which AMAVIT services are provided free of charge. The trial period lasts 7 (seven) calendar days from the moment of Acceptance of the Offer, or may be longer as part of promotional campaigns or special conditions, which are indicated in advance on the website https://www.amavit.com/.

1.2. The Offer may use terms not defined in paragraph 1.1. In this case, the interpretation of such terms is made in accordance with the text of the Offer. In case of an ambiguous interpretation of a term in the Offer's text, the term should be interpreted according to the legislation of the Republic of Cyprus, and secondly, according to the commonly accepted (general) interpretation in the Internet community.

2. SUBJECT OF THE AGREEMENT

2.1. The subject of the Agreement is the paid provision of services by AMAVIT to the Client for granting non-exclusive rights to use the AMAVIT web platform under the terms of the Offer.

3. CONDITIONS OF SERVICE PROVISION

3.1. A mandatory condition for the provision of AMAVIT services is the Client’s acceptance and compliance with the requirements and provisions defined by the following documents (hereinafter referred to as the "Mandatory Documents"):

3.1.1. The "Price List" document, published on the website https://www.amavit.com/.

3.2. The Client (or their representative) is responsible for setting up the Platform, registering Representatives, scheduling individual and group sessions in the calendar, and configuring developmental training games.

3.3. AMAVIT has the right, upon the Client’s acceptance of this Offer, to verify (either by its own means or with the involvement of third parties—subcontractors) the data provided by the Client, including verifying the accuracy of the address (location) of the Client's educational institution, the functionality of phone numbers, and other means of communication with the Client. AMAVIT also has the right to verify the declared location of the Client's educational institution against its actual location. If any discrepancies are found between the declared and actual data, AMAVIT has the right to unilaterally refuse to provide services. AMAVIT also reserves the right to refuse to provide services without giving any reason for such refusal;

3.4. AMAVIT reserves the right to:

3.4.1. Suspend the provision of services and/or terminate the Agreement(s) with the Client unilaterally in the event that:

а) The cost of services rendered by AMAVIT under the Agreement, concluded on the basis of advance payment, reaches or exceeds the amount that the Client has credited to their electronic account as prepayment for services;

b) The Client has an outstanding payment for AMAVIT services, particularly if the payment deadline for services rendered under the Agreement with deferred payment terms has been violated.

c) AMAVIT has the right to block the Client's account during the provision of services, including after the Client has started using the AMAVIT web platform, if discrepancies are found in the data provided by the Client, based on the verification results as per paragraph 3.3 of this Offer.

d) AMAVIT has the right to block the Client's account during the provision of services, including after the Client has started using the AMAVIT web platform, in case the same account is being used by more than one individual.

3.5. The Client may not transfer their rights under the Agreement to any third party.

3.6. The Client is solely responsible for the security and confidentiality of their registration data (login and password). All actions performed on the AMAVIT web platform using the Client's login and password are deemed to have been performed by the Client. The Client is solely responsible to third parties for any actions taken using their login and password. AMAVIT is not responsible for unauthorized use of the Client’s registration data by third parties.

3.7. The Client acknowledges that, for the purposes of the Agreement, particularly for the calculation of the subscription fee for the use of the AMAVIT web platform, payment systems hosted on the website are used.

3.8. AMAVIT does not provide any guarantees regarding the use or results (effectiveness) of the Client's use of the AMAVIT web platform.

3.9. Notwithstanding any other provision set forth in this Offer, the Mandatory Documents, the Agreement in the form of a written bilateral document, or any other document, AMAVIT has the right to transmit any information obtained from the Client or other persons in the course of providing services, as well as the terms of the Agreement, including confidential information, to third parties without obtaining consent from the Client or any other person, if such transmission is necessary to protect AMAVIT's rights and legitimate interests, including (but not limited to) in cases where such information is transferred to entities engaged by AMAVIT to ensure payment for the services rendered by AMAVIT.

4. RIGHTS AND OBLIGATIONS OF AMAVIT

AMAVIT undertakes:

4.1. To provide services to the Client in accordance with the Agreement concluded under the terms of the Offer.

4.2. In providing services under the Agreement, to ensure access for the Client (Client Representatives) to the AMAVIT web platform through the Client's web interface using the Client's login and password. AMAVIT is not responsible in case the Client cannot access the AMAVIT web platform for reasons beyond AMAVIT's control.

4.3. To ensure confidentiality regarding the Client (Client Representative) in accordance with the terms of the Privacy Policy, including by providing access to the web platform only upon entering the Client’s login and password.

4.3.1. The Parties agree that the condition for maintaining the confidentiality of the registration data (including personal data) provided by the Client during registration on amavit.com (including through applications, including mobile apps) and/or during the conclusion of the Agreement does not apply to cases where AMAVIT uses such data for the purpose of issuing invoices to the Client for the provision of Services, invoices, and drawing up acceptance acts with the Client. These documents shall indicate the data (including personal data) and details provided by the Client.

AMAVIT has the right to:

4.4. Temporarily suspend the provision of services to the Client under the Agreement for technical, technological, or other reasons that prevent the provision of services, for the duration of such issues being resolved.

4.5. Suspend the provision of services under the Agreement and/or terminate the Agreement unilaterally without going to court by notifying the Client in cases of violation by the Client of the obligations and/or warranties accepted under the Agreement.

4.7. When checking the Client as a counterparty to the Agreement, during settlements under the Agreement, or when receiving the Client’s request for a refund of the prepayment made by the Client for services, AMAVIT may request documents confirming the grounds for the refund, as well as documents confirming the Client's right to such claims.

By submitting the requested documents, the Client consents to AMAVIT processing the data contained in the documents in accordance with the terms of the Privacy Policy published on the website https://www.amavit.com/.

4.8. To change service rates by publishing them on the website https://www.amavit.com/.

5. RIGHTS AND OBLIGATIONS OF THE CLIENT

5.1. The Client undertakes:

5.1.2. When using the AMAVIT web platform, to comply with all AMAVIT's requirements for its usage as stipulated in the Offer, as well as all applicable laws and regulations, including intellectual property laws, but not limited to the above.

5.1.3. Not to abuse the opportunities provided to the Client for using the web platform under the Agreement; not to take actions that affect the normal operation of the AMAVIT web platform or constitute its unfair use. In particular, the Client shall not, either independently or with the involvement of third parties, unfairly reproduce the Intellectual Property Object (the AMAVIT web platform). This includes making one or more copies of the work or any part of it in any material form, including sound or video recordings, creating a three-dimensional copy of a two-dimensional work, or creating a two-dimensional copy of a three-dimensional work, to the following extent: prohibited (whether manually and/or using any software or hardware means), but not limited to the above.

5.1.3. Not to use the tools of the AMAVIT web platform for copying, downloading, or otherwise extracting its content for use in external systems, either manually or using automated tools, unless such actions have been agreed upon with AMAVIT in advance.

5.1.4. To pay for AMAVIT’s services under the Agreement within the timeframes and procedures set forth in the Offer (Agreement).

5.2. The Client has the right to:

5.2.1. Access data (ratings, performance, statistics for the Client's Representatives) in the established manner.

5.2.2. Modify the data of the Client's Representatives (including their number) at any time, while adhering to all requirements set forth in the Agreement.

6. SERVICE COST AND PAYMENT TERMS

6.1. The cost of the Services provided by AMAVIT under the Agreement is determined based on the price range depending on the number of active Client Representative accounts with the "Student" account type for the reporting period, as well as based on the use of Additional services, which are specified on the website https://www.amavit.com/.

6.2. The reporting period for the provision of Services is set within the calendar month from the first deposit to the Personal Account on the Platform.

6.3. The cost of services indicated in the invoice issued for payment includes VAT.

6.4. Payment for the services is made by the Client in Euros through a non-cash payment method.

6.5. Services are provided to the Client on the terms of prepayment for services – in other words, by replenishing the Personal Account on the Platform. The provision of any services by AMAVIT is made on the terms of prepayment in the amount of 100% (one hundred percent) of the total cost of the ordered services based on the calculation of the payment system from the number of "Student" or "Teacher" accounts, both new (awaiting addition to the platform) and already using the AMAVIT web platform. Payment by the Client of the Invoice is an Acceptance of the Offer and leads to the conclusion of the Agreement on the terms of prepayment (clause 7.1.1 of the Offer).

6.5.1. Any additional services of AMAVIT are also provided on the terms of prepayment in the amount of 100% based on the prices effective on the day of payment.

6.6. For the purposes of the Agreement, payment for services is made in a non-cash manner, in particular by bank transfer or any other method allowed by law and accepted by AMAVIT (specified in the "Payment Methods" section on the website https://www.amavit.com/). The choice and use of the payment method is made by the Client at their discretion and without the responsibility of AMAVIT. The security, confidentiality, and other terms of using the selected method/form of payment are outside the scope of the Offer and Agreement and are regulated by agreements (contracts) between the Client and the respective organizations.

6.7. If the Client pays for services using a bank card linked to their account, the Client agrees that any bank card linked through the Client interface or in the Client’s account on the AMAVIT web platform is considered a linked card. AMAVIT has the right to charge the amount for services from any linked card.

6.8. The Client has the right to notify AMAVIT of the payment made by providing a copy of the payment document with a stamp from the executing bank (if available for the relevant payment method).

6.9. Services are considered paid by the Client from the moment AMAVIT receives confirmation from the bank of the full payment amount being credited to AMAVIT's account. In certain cases, at AMAVIT’s discretion, confirmation of payment may be: a) a scanned copy of the payment order for non-cash payments; b) AMAVIT’s verification of the payment made to AMAVIT through the payment system if the Client made an electronic payment.

7. ACCEPTANCE OF THE OFFER AND CONCLUSION OF THE AGREEMENT

7.1. The Client accepts the Offer:

7.1.1. In the case of entering into the Agreement on the terms of prepayment by making a prepayment based on the AMAVIT service invoice, for the services covered by the Agreement. If the Offer is not accepted (the invoice is not paid), the Offer becomes void regarding such ordered services, and AMAVIT reserves the right to archive the relevant accounts of the Client and the Client's Representatives.

8. TERM OF VALIDITY AND AMENDMENT OF THE OFFER TERMS

8.1. The Offer comes into effect from the moment it is posted on the website https://www.amavit.com/ and remains valid until the Offer is revoked by AMAVIT.

8.2. AMAVIT reserves the right to make changes to the terms of the Offer, as well as to the Mandatory Documents, and/or revoke the Offer, as well as terminate the validity of any of the Mandatory Documents, at any time at its discretion. In the event of AMAVIT making changes to the Offer and/or Mandatory Documents, such changes come into effect from the moment the revised text of the Offer and/or Mandatory Documents is posted on the Internet at the addresses specified in clauses 3.1 and 8.1, unless a different effective date for the changes is specified upon such posting.

9. TERM OF VALIDITY AND AMENDMENT OF THE AGREEMENT

9.1. The Client's acceptance of the Offer, made in accordance with section 7 of the Offer, creates the Agreement under the terms of the Offer.

9.2. The Agreement comes into effect from the moment of the Client's acceptance of the Offer and remains valid: a) until the Agreement is terminated.

9.3. The Client agrees and acknowledges that any changes made to the Offer and/or Mandatory documents will result in those changes being made to the Agreement concluded and in effect between the Client and AMAVIT, and these changes to the Agreement will take effect simultaneously with the changes in the Offer and/or Mandatory documents.

9.4. In the event of AMAVIT revoking the Offer during the term of the Agreement, the Agreement is considered terminated from the moment of the revocation, unless otherwise specified by AMAVIT at the time of revocation of the Offer.

10. TERMINATION OF THE AGREEMENT

10.1. The Agreement may be terminated:

10.1.1. By mutual agreement of the Parties at any time.

10.1.2. By the initiative of either Party in the event of a breach of the terms of the Agreement by the other Party, with written notification to the other Party.

10.1.3. For other reasons provided in this Offer.

11. WARRANTIES

11.1. During the term of the Agreement, AMAVIT will make every effort to eliminate any disruptions and errors, should they occur, as quickly as possible. However, AMAVIT does not guarantee the absence of potential errors or disruptions when using the AMAVIT web platform, including with regard to the operation of the software.

11.2. Except for the warranties expressly stated in the text of the Offer, AMAVIT does not provide any other express or implied warranties under the Agreement and expressly disclaims any warranties or conditions regarding non-infringement of rights or the suitability of services for specific Client purposes.

11.3. By agreeing to and accepting the terms of this Offer through Acceptance of the Offer, the Client (or the Client's representative, including an individual duly authorized to enter into the Agreement on behalf of the Client) assures and guarantees to AMAVIT that:

11.3.1. The Client (Client's representative) has provided accurate information, including personal data, when registering as a user on AMAVIT.ru and accurate information, including personal data, when processing payment documents for services.

11.3.2. The Client (Client's representative) enters into the Agreement voluntarily, and the Client (Client's representative): a) has fully reviewed the terms of the Offer, b) fully understands the subject matter of the Offer and the Agreement, c) fully understands the significance and consequences of their actions regarding the conclusion and execution of the Agreement.

11.3.3. The Client (Client's representative) has all the rights and authority necessary to conclude and perform the Agreement.

12. LIABILITY AND LIMITATION OF LIABILITY

12.1. The Parties shall be liable for breach of the terms of the Agreement as specified in the Agreement and/or the applicable legislation of the Republic of Cyprus.

12.2. Under no circumstances shall AMAVIT be liable under the Agreement for: a) any actions/inactions that are a direct or indirect result of the actions/inactions of the Client and/or third parties; b) any indirect damages and or lost profits of the Client and/or third parties, whether or not AMAVIT could foresee the possibility of such damages; c) the use (or inability to use) and any consequences of the use (or inability to use) by the Client of the chosen payment method for the services under the Agreement, as well as the use/inability to use by the Client and/or third parties any means and/or methods of transmitting/receiving information.

12.3. The total liability of AMAVIT under the Agreement, including the amount of penalties (fines, liquidated damages) and/or compensable damages for any claim or dispute related to the Agreement or its performance, shall be limited to 10% of the value of the services under the Agreement.

12.4. The Parties shall be exempt from liability for partial or complete failure to perform their obligations under this Agreement if such non-performance is a result of force majeure circumstances arising after the conclusion of the Agreement, or if the non-performance of obligations by the Parties under the Agreement is due to extraordinary events that the Parties could neither foresee nor prevent by reasonable measures. Force majeure circumstances include events over which a Party has no control and for which the Party is not liable, including: war, rebellion, strike, earthquake, flood, other natural disasters, fire, power outages not caused by the Parties, actions and acts of government authorities taken after the conclusion of the Agreement that make it impossible to perform the obligations set forth in the Agreement, and other unforeseen and uncontrollable events and phenomena, but not limited to those listed.

12.5. The Client shall be fully responsible for: a) complying with all intellectual property laws, competition laws, and other applicable regulations; b) the accuracy of the information provided by the Client when registering as a user on amavit.com, as well as the accuracy of the warranties and representations made by the Client in section 11 of the Offer.

12.6. Taking into account the conditions in section 12.5 of the Offer, the Client undertakes to resolve disputes and settle claims of third parties at their own expense, or to compensate for any damages (including legal fees) incurred by AMAVIT as a result of claims and lawsuits based on the Client’s registration on the AMAVIT web platform with falsified documents or false information.

12.7. In the event of a breach of the terms of the Agreement by the Client, AMAVIT has the right to suspend the provision of services until the Client remedies the violations and compensates AMAVIT for any damages caused by such violations in full and/or terminate the Agreement by sending a corresponding notice to the Client’s email address provided when creating the account on the AMAVIT web platform.

13. MISCELLANEOUS

13.1. The Agreement, its conclusion, and performance are governed by the applicable laws of the Republic of Cyprus. Any matters not regulated by the Offer or incompletely regulated are governed by the substantive law of the Republic of Cyprus. If disputes between the Client and AMAVIT regarding the Agreement are not resolved through negotiations between the Parties, they shall be resolved in accordance with the procedure provided by the applicable laws of the Republic of Cyprus.

13.2. Any notices regarding the Agreement may be sent by one Party to the other Party: 1) by email а) to the Client's email address provided during registration of the account on the AMAVIT web platform, from AMAVIT's email address specified in section 14 of the Offer if the recipient is the Client б) to AMAVIT's email address specified in section 14 of the Offer, from the Client's email address provided during registration of the account on the AMAVIT web platform; 2) by mail with acknowledgment of receipt or by courier with delivery confirmation.

13.3. If one or more provisions of the Offer are invalid or legally unenforceable for any reason, such invalidity shall not affect the validity of any other provision of the Offer (Agreement), which shall remain in effect.

13.4. Without prejudice to the terms of the Offer, the Client and AMAVIT may, at any time, formalize the Agreement for the provision of services in the form of a written bilateral document.

14. DETAILS OF AMAVIT

VF Brain Evolution Ltd.,

HE 385788, Address: Marathonos 3, MALI

HOUSE, 8011, Paphos, Cyprus

Email: [email protected]

Website: https://www.amavit.com/

OFFER for the provision of services based on the AMAVIT web platform