LICENSE AGREEMENT - OFFER

New York City,
February 01, 2022

Visotsky Consulting Inc., registered as a legal entity in accordance with the laws of the state of New York, USA, with its address at 315 W 36th Street, NYC, NY, 10018, represented by Alexander Visotsky (hereinafter referred to as the "LICENSOR"), on the one hand, and any legal or natural person (hereinafter referred to as the "LICENSEE"), on the other hand, collectively referred to as the "Parties," and individually as the "Party," have entered into this Agreement (hereinafter referred to as the "Agreement") on the following terms:

This public offer by the Licensor is addressed to any legal or natural person (hereinafter referred to as the "Licensees") and constitutes an official proposal by the Licensor to conclude a license agreement on the terms set forth in the offer. A legal or natural person accepting this offer becomes a Licensee.

TERMS AND DEFINITIONS

Offer: This document titled "License Agreement - Offer," the public offer by the Licensor addressed to legal or natural persons to conclude a license agreement (hereinafter referred to as the "Agreement") on the terms contained in the Agreement.

Acceptance: The full and unconditional acceptance of the Agreement's terms by the Licensee. Payment of the invoice for the provision of a simple (non-exclusive) license or the cost of the Services provided by the Licensor is considered acceptance under this Agreement.

Platform: A software environment within which Content is provided, located on the Internet within the domain zone https://seb.visotsky.us, allowing the Licensee and/or users to access the Licensor's Content.

User: A natural person, an employee, or another representative of the Licensee who uses the system to access the Licensor's Content.

Licensee's Administrator: A User authorized by the Licensee to manage access to Content and having enhanced functional capabilities for using the Platform, including providing access to Content to other users, the ability to view and block the personal accounts of other users. The Administrator is considered a representative of the Licensee within the Platform. Actions performed by a user identified in the Platform as the Licensee's administrator are deemed to have been performed by the Licensee.

Personal Account: A set of protected pages on the Platform that provide access to Content, its use, and remote interaction between the Parties. Access to the personal account is obtained by entering personal identification data in the corresponding section on the website.

Identification Data: Information intended for the identification of the User when creating a personal account and when using the Platform. Identification data consist of a pair consisting of an identification name (hereinafter referred to as the "Login") and a password. Identification data are created by the User during their registration on the Platform.

Content: Information for which the exclusive rights belong to the Licensor, in the form of webinars, illustrations, texts, videos, music, sounds, design elements, graphic images, photographs, and other objects.

Course: A set of various forms of Content united by a specific theme, representing a sequential cycle.

Non-exclusive License (License): A non-exclusive paid right to use Content and/or the Platform in the manner and by the methods specified in this Agreement.

For the interpretation of terms not defined in this section but used in the text of this Agreement, the Parties shall be guided by the definition laid down in the content of the respective term, primarily on the Platform's website, and, secondarily, by the established meaning on the Internet, provided that such definitions do not contradict the laws of the United States.

1. SUBJECT OF THE AGREEMENT

1.1. The Licensor undertakes to grant the Licensee the rights to use (a simple (non-exclusive) license) the Content and Platform under the terms provided for in this Agreement.

1.2. The Content is provided in the format of course(s), which the Licensee selects independently from the existing courses of the Licensor. The name and content of the Content are specified in the relevant section of the website. The granting of rights to use other, additional Content (courses) is possible by the Parties signing Specifications to this Agreement.

1.3. For granting the rights to use, the Licensee undertakes to pay the Licensor a fee in the amount and under the terms provided for in this Agreement.

2. LICENSE TERMS

2.1. The right to use the Content is granted for the term specified on the website.
The Content can be used in the following ways:
Accessing the Content through a personal account on the Platform.
Using the Content for its intended purpose, namely, visual and/or auditory perception (viewing) by users of the Content on the Platform using the appropriate technical devices/equipment (personal computer, tablet, mobile devices).

2.2. Access to the Content is limited to the number of Licensee users specified in the terms for specific Content. Increasing the number of Licensee users is possible under the terms of additional payment in accordance with the Licensor's current price list.

Access to and use of the Content is only possible in the ways specified in paragraph 2.1 of this Agreement, i.e., in online format in the personal account on the Platform website. The Content is not intended for downloading and/or its use with other distance learning systems and/or similar programs. The technical possibility of downloading the Content to any device for subsequent offline viewing is not provided.

Access to the Platform and Content is granted within 1 (one) working day from the moment of payment.

The Licensee does not provide the Licensor with written reports on the use of Content and/or the Platform.

To verify the fact of the transfer of rights to use the Content and Platform, the Parties can sign a bilateral act. The act is sent by the Licensor to the Licensee's address within 5 (five) working days from the moment of provision.

The right to use the Platform is granted on the terms of sublicensing

3. LICENSE GRANT PROCEDURE. INTERACTION BETWEEN THE PARTIES

3.1. To access the Content, an administrator appointed by the Licensee creates a personal account on the Platform in accordance with the Platform's terms of use.

3.2. Further management of access to the Content, including the provision of identification data to create user accounts for access to the Content, is carried out in accordance with the terms of use of the Platform.

3.3. Consultation support during the use of the Content is provided through interaction between the Licensor and the Licensee, as outlined in the System (via exchange of messages in the personal account on the Platform's website), as well as by providing consultations by phone and email during business hours.

3.4. Access to the Platform and Content is provided automatically 24 hours a day, 7 days a week, except for interruptions in access during maintenance work, equipment repairs, and communication line maintenance.

3.5. To ensure the proper functioning of the Platform, it is necessary to comply with the technical requirements specified by the Platform's copyright holder on the Platform's website.

4. INFORMATION ABOUT INTELLECTUAL PROPERTY RIGHTS. RESTRICTIONS

4.1. The Licensor guarantees that they are the rightful owner of all elements of the Content, both collectively and individually, the right to use which is granted to the Licensee.

4.2. The Licensee agrees that they are fully responsible for any breach by them and/or the administrator and/or users of the obligations provided for in this section, as well as for the consequences of such breaches (including any losses and damages that may be incurred by the Licensor). None of the provisions of this Agreement can be interpreted as the transfer (alienation) of exclusive rights to the Content.

4.3. When using the Content, it is prohibited to:

4.3.1. Use the Content in a manner not expressly provided for in this Agreement.

4.3.2. Distribute, copy, download to any devices, transfer to third parties, or disclose the Content in whole or in part by any means.

4.3.3. Access the Content using any technology or means other than those used on the Platform's website.

4.3.4. Use the Content for the promotion of the Licensee, products, services, and/or work produced by the Licensee.

4.3.5. Use the Content under the trademark of the Licensee or represent the Content as the property of the Licensee.

4.4. The right to use the Platform on the terms of a simple (non-exclusive) license is granted by the Licensor under the terms of sublicensing. The Licensor guarantees that consent to provide the right to use the Platform on sublicense terms has been obtained from the copyright holder.

4.5. The Licensee is not entitled to transfer the rights to use the Platform and/or Content to third parties (on a paid or unpaid basis) without the prior consent of the Licensor.

4.6. The Licensee guarantees that at the time of signing this Agreement, they are familiar with the terms, methods, and limitations of using the Platform, as well as with the licensing agreement posted on the Platform's website. The Licensee also guarantees that they are aware of the technical requirements set by the Platform's copyright holder, which are necessary for the correct operation of the Platform.

5. REMUNERATION. PAYMENT PROCEDURE

5.1. The amount of remuneration for the grant of the right to use the Platform and Content by the Licensor is specified in the terms posted on the website. The remuneration includes the cost of granting the right to use the Content and Platform on the terms of a simple (non-exclusive) license.

5.2. Payment of remuneration is made by making a prepayment in the amount of 100% of the remuneration specified in clause 5.1. of this Agreement.

5.3. Payment is made by non-cash transfer of funds.

5.4. The Licensee's obligation to make payment is considered fulfilled at the moment the funds are credited to the Licensor's settlement account.

5.5. Payment for additional services provided by the Licensor is made in accordance with the current price list and based on the invoice issued by the Licensor, within the deadlines specified in the invoice.

6. LIABILITY OF THE PARTIES

6.1. The Parties shall be liable in accordance with the applicable legislation.

6.2. The Licensor's liability for the use of the Platform is limited to the liability of the copyright holder of the Platform, namely:

6.2.1. The Platform is provided "as is," in accordance with the internationally accepted principle. This means that the Licensor is not responsible for problems that arise during the installation, updates, support, and operation of the Platform (including compatibility issues with other software products, packages, drivers, etc.), discrepancies between the results of using the Platform and the Licensee's expectations, and other issues. The Licensee must understand that they bear full responsibility for any potential negative consequences arising from incompatibility or conflicts of the Platform with other software products installed on the computer or other devices of users.

6.2.2. The Licensor is not liable if access to the Platform is restricted due to the Licensee's lack of access to the Internet. The Licensor is not responsible for the functionality of the Licensee's (users') devices through which access to the Platform was granted.

6.3. The provisions on the Licensee's liability provided in this Agreement apply throughout the term of this Agreement and for a period of 5 (five) years from the termination of the Parties' relations under this Agreement.

6.4. In the event of disputes or disagreements arising between the Parties under this Agreement or related to it, the Parties will take all measures to resolve them through negotiations between themselves.

6.5. In the event that disputes and/or disagreements between the Parties cannot be resolved through negotiations, such disputes shall be resolved in an Arbitration Court.

6.6. None of the Parties shall be liable for the non-performance or improper performance of obligations under this Agreement if proper performance has become impossible due to force majeure, i.e., extraordinary and insurmountable circumstances: natural disasters, armed conflicts, mass disturbances, fires, earthquakes, etc., as well as as a result of decisions and actions (inaction) of government authorities, unlawful actions of third parties.

6.7. If the circumstances specified in clause 6.6. of this Agreement persist for 30 (thirty) days, each of the Parties has the right to unilaterally terminate this Agreement without compensating the other Party for losses associated with the termination of this Agreement.

7. INTELLECTUAL PROPERTY

7.1. Any information, including documentation, text information, graphics, informational and methodological materials, video, audio, and photo materials, Platforms, methods, ideas, illustrations, and design elements transmitted and provided to the Licensee in the provision of services are objects of exclusive rights of the Licensor.

7.2. The objects of exclusive rights specified in clause 7.1. may only be used by the Licensee for the purpose of familiarization, reading, visual perception, and directly in the process of services provided by the Licensor.

7.3. The Licensee is prohibited from using the objects of exclusive rights of the Licensor in any way not expressly provided for by this Agreement. Specifically, the Licensee is prohibited from: distributing, copying, recording on any audio and/or video media, or in any other way disclosing the objects of the Licensor's exclusive rights, using the objects of the Licensor's exclusive rights for the promotion of the Licensee, products, services, and/or works produced by the Licensee, using the objects of the Licensor's exclusive rights under the trademark of the Licensee, using the objects of the Licensor's exclusive rights for the education of third parties, providing consulting services to third parties, conducting classes and seminars, training, briefings, consultations, presentations, as well as presenting the objects of the Licensor's exclusive rights as the property of the Licensee.

7.4. In the event that the Licensor discovers at least one instance of the Licensee, employees of the Licensee, and/or third parties with whom the Licensee has entered into civil contracts, using the objects of the Licensor's exclusive rights in ways not expressly provided for by this Agreement, the Licensee shall be liable to the Licensor for losses, including lost profits, caused by the fact of information dissemination.

8. PERSONAL DATA. CONFIDENTIALITY

8.1. The Licensee is aware and undertakes to inform users that the use of the Content and Platform by users is only possible with the users' consent to the processing of their personal data provided when creating a personal account, including but not limited to: surname, first name, patronymic, email address, contact phone number. The consent of the user-subject of personal data must be given when creating a personal account through the Platform.

8.2. In the performance of this Agreement, the Licensor undertakes to strictly observe the confidentiality of all personal information of the Licensee.

9. INFORMATION INTERACTION BETWEEN THE PARTIES

9.1. The Parties acknowledge the legal validity of documents and messages sent by email to the addresses specified in section 11 of this Agreement and/or agreed upon by the Parties during the performance of this Agreement. They also acknowledge that these documents and messages are equivalent to documents on paper signed with a handwritten signature.

9.2. Any files attached to an email message (attachments) are an integral part of that message.

10. TERM OF THE AGREEMENT AND TERMINATION PROCEDURE

10.1. This Agreement enters into force on the date of its signing by the Parties and is valid until terminated by the Parties.

10.2. This Agreement may be terminated prematurely:

10.2.1. By mutual agreement of the Licensor and the Licensee.

10.2.2. At the initiative of the Licensor in a unilateral extrajudicial manner in cases of:
A single violation of the terms of this Agreement by the Licensee.
A single violation of the exclusive rights of third parties by the Licensee.

10.3. There will be no refund of funds paid by the Licensee as remuneration under this Agreement in cases of unilateral extrajudicial termination as provided for in clause 10.2.2 of this Agreement.

10.4. The Licensee may terminate this Agreement by sending written notice to the Licensor within 3 (three) days from the start of the online training in accordance with the terms posted on the website: https://axl.bbooster.tw. In this case, the refund of funds paid by the Licensee as remuneration under this Agreement will be made within 10 (ten) working days from the date of the Licensee's request for a refund.

LICENSOR:
Visotsky Consulting Inc.

Address: 315 W 36th Street, NYC, NY, 10018 Bank details (банковские реквизиты):

Bank of America, 25 West 51st Street, New York, NY 10019

Account number: 483075295182

Routing number: 026009593

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