Public Offer Agreement

SOFOS Limited Liability Company (USREOU code 35714549), location: 7a Kiyanovsky side street, Kyiv 04053, Ukraine (hereinafter referred to as the Service Provider), on the one hand, being guided by the current legislation of Ukraine, offers (a public offer) to an unlimited number of individuals and/or legal entities (hereinafter referred to as the Customer), on the other hand, who in the future collectively referred to as the Parties and each separately as a Party, have entered into a public agreement (hereinafter referred to as the Agreement) on the provision of services to access to the Software (hereinafter referred to as the Software). This Agreement is public, in accordance with Art.634 of the Civil Code of Ukraine, and its conditions are the same for all Customers.

When purchasing software access services offered on the liraland.com website, both the Service Provider who will deliver those services and the Customers agree to the following terms and conditions:

1. General provisions

The contractual relationship between the Service Provider and the Customer is drawn up in the form of a Public Offer Agreement for the Provision of Software Access Services. When the Customer clicks the 'Buy' button in the appropriate section of the liraland.com website, the Customer, regardless of their status (individual, legal entity, individual entrepreneur), according to applicable international and Ukrainian law, accepts the terms of this Public Offer Agreement on the Provision of Software Access Services, which are listed below.

This Agreement is public, in accordance with Art. 633, 641 of the Civil Code of Ukraine, and its conditions are the same for all Customers regardless of their status (individual, legal entity, individual entrepreneur). Upon full acceptance of this Agreement, the Customer accepts the terms and conditions for the order procedure, payment, and granting of the right to access the Software by the Service Provider, as well as the liability for failure to comply with the terms and conditions of this Agreement.

This Agreement comes into force at the moment when the Customer clicks the 'Buy' button, by which the Customer agrees to purchase the software access services from the Service Provider, and is valid for the time period according to the paid subscription.

To regulate contractual obligations under this Agreement, the Parties shall choose and, if necessary, apply Ukrainian law. If an international treaty, the binding nature of which is confirmed by the Verkhovna Rada of Ukraine, establishes other rules than those in Ukrainian legislation, then the rules of the international treaty shall apply.

The Software, access to which is provided under this Agreement, contains intellectual property objects and is protected in Ukraine in accordance with the Law of Ukraine 'On Copyright and Related Rights'.

2. Definitions

Service Provider's website (Website) - a collection of web pages published on the Internet at liraland.com.

Public Offer Agreement - a public offer addressed to an unlimited number of individuals who have entered into an Agreement on the terms contained in this Offer. This document contains an offer made by the Service Provider to guarantee the right to access the Software located on the Website. A sample of this document is published on the Website.

Acceptance - the provision by the Customer of full and unconditional consent to conclude this Agreement in full, without signing a written copy of the Agreement by the Parties.

Service Provider - SOFOS LLC - USREOU code 35714549.

Service - the Service Provider guarantees access to the Software under the name specified by the Customer for his or her own use, without the right to modify it in any way or distribute it for a fee, after the Customer has registered in the manner prescribed in this Agreement.

Customer - proprietor of personal data, any individual, legal entity, or individual entrepreneur who visited the website liraland.com, intends to purchase the right to access the Software hosted on the website, has accepted the terms and conditions of this Agreement, and has registered with the website in the prescribed manner. The Customer gives consent to the collection and processing of his or her own personal data in the database of the Service Provider and agrees to receive regular newsletters and other information messages from the Service Provider.

Subscription - the terms and conditions that determine the amount of services available to the Customer for a certain period of time (1 month, 3 months, or 6 months) and the amount of payment to be made by the Customer to receive access to the software. The Customer could select the necessary subscription on the website. The terms and conditions of the Subscription Plans form an integral part of this Agreement, are published on the Website, and are binding for all Customers. Moreover, additional provisions concerning access to the software may be published on the Website. Such provisions shall also form an integral part of this Agreement.

Price for service - a payment for access to the Software within a specific subscription. The amount of this payment is set by the Service Provider.

Order - a properly executed and posted on the Website liraland.com Customer's application for access to the Software on the terms stipulated in this Public Offer Agreement.

Legislation - the rules established by Ukrainian or international law to regulate contractual relations under the Agreement.

User Area - a hidden part of the Website to which the Customer gets access with a unique name (Login) and password.

Personal data – any information that relates to an identified or identifiable individual.

Proprietor of personal data – an individual for whom personal data is processed in accordance with applicable law.

Consent of the proprietor of personal data – any voluntary permission of an individual to collect and process his or her personal data. By registering on the website and accepting the Agreement, the Customer voluntarily gives consent to the collection and processing of his or her own personal data.

User Materials – any files, data, multimedia, product requests, graphics, text, or other information voluntarily sent by the Customer to the Service Provider or its partners (including the Technical Support Team) via the Website, email, or in any other way.

3. Subject of the Agreement

In accordance with the terms and conditions outlined in this Agreement, the Service Provider shall grant the Customer access to the Software based on the Order the Customer places on the appropriate page of the Website, and the Customer will accept and pay for such access.

By special arrangement, the Service Provider shall deliver to the Customer a document confirming the authorized use of the software.

The Agreement comes into force from the moment the Customer pays for the right to access the Software according to the Order and is valid for the selected subscription plan. Upon payment of a new subscription plan, the validity of the Agreement shall be extended.

4. Rights and obligations of the Service Provider

The Service Provider shall be obliged to:

• comply with the terms and conditions of this Agreement;
• fulfil the Customer's order when payment from the Customer is received;
• provide the Customer with access to the Software in accordance with the selected subscription plan, the order placed on the relevant page of the Website, and the terms and conditions of this Agreement;
• notify the Customer about possible additional fees when paying for European orders with Mastercard, Visa, Visa Electron, Mastercard Electronic, or Maestro cards by informing them in this Agreement;
• provide technical support for the Software during the term of the Agreement.

The Service Provider has the right:

• unilaterally suspend the provision of services under this Agreement if the Customer breaches the terms and conditions of this Agreement;
• at its discretion and at any time, change the terms and conditions of the Subscription Plans.

5. Rights and obligations of the Customer

The Customer is obliged to:

• choose a subscription plan and place an Order on the terms and conditions of this Agreement;
• in due time, pay for the Order formed according to the selected subscription plan;
• read the information about the Software published on the Website;
• use the Software exclusively under the terms and conditions stipulated in this Agreement (without the right to modify it in any way or to distribute it);
• not resell or provide access to the Software obtained under this Agreement to any third party.

The Customer has the right to:

• place the Order on the relevant page of the Website;
• require the Service Provider to comply with the terms and conditions of this Agreement;
• at any time, change the subscription plan to another one offered by the Service Provider at that time. Modifications made to the subscription plans do not apply to the time periods paid for by the Customer; such modifications will take effect when the time period paid for the service has expired;
• be informed of possible additional fees when paying for European orders with Mastercard, Visa, Visa Electron, Mastercard Electronic, or Maestro.

6. Placing an order

The Customer places an Order for access to the Software on the relevant page of the Website by adding the selected subscription plan to the virtual shopping cart by clicking on the 'Buy' button or by placing an Order via email or phone, as mentioned in the 'Contact Us' section of the Website.

7. Price and payment

The price of each individual subscription plan is determined by the Service Provider and is indicated on the relevant page of the Website. The price of the Agreement is determined by adding the prices of all selected Software subscription plans added to the virtual shopping cart.

The price of the Order depends on the selected subscription plans, number of licences, or bundle configuration of the software.

The Customer could pay for the Order in the following ways:

- by bank transfer, including internet banking, in favour of the Service Provider’s current account mentioned in the invoice (the Customer shall pay for the Order within three business days after receiving the invoice in the amount of 100% of the subscription price).

- with a bank card of the following type:

• Visa
• Visa Electron
• Mastercard
• Mastercard Electronic
• Maestro

- in any other way according to the current legislation of Ukraine, as agreed with the Service Provider.

Note. When the Customer pays for the order with a payment card, the issuer of this card can charge an additional fee. Particularly when the Customer pays for the order with a payment card, additional fees can be charged when the Customer pays for European orders with Visa, Mastercard, Visa Electron, Mastercard Electronic, and Maestro card issuers. The Service Provider has notified the Customer that additional fees may be charged when the Customer pays for the European orders by Visa, Mastercard, Visa Electron, Mastercard Electronic, Maestro card issuer.

8. Terms and conditions for access to the Software

The Customer will get access to the Software through the User's Area, where he or she should register at the time of placing the order. Upon receipt of payment, the Service Provider will send an email to the Customer's address (the email address the Customer provided when placing the order) notifying him/her that access to the Software is provided and links to the distribution kit and installation guide are also included.

The delivery time for the order (activation of access to the Software) is two business days from the moment the money transfer is received on the Service Provider's bank account. The complete lead time, which is considered from the time the order is placed on the website until the Customer receives access to the Software, consists of the following components:

• the time taken by the Customer to pay for the Order and the processing time of this payment within the relevant payment system (bank) until reliable information about the payment has been received (confirmation of payment for the Order);
• the time taken to prepare the order (activation of the service);
• the time taken to deliver the order via electronic communication channels.

The Customer confirms that he or she has received the service and that he or she has no complaints about the quality of the service by downloading a configuration file or software package from the User's Area.

The Customer can inquire about any issues arising during the payment and order process and how to get access to the Software via the contact details in the 'Contact Us' section of the Website.

9. Liability of the parties. Dispute resolution

The Service Provider shall not be liable for any damages, including, without limitation, direct, special, consequential, indirect, exemplary, or punitive damages (including, without limitation, loss of profits, business interruption, corruption of content, and loss or inaccuracy of information) arising out of the Customer’s use or inability to use the LiraLand Website or the products offered through the Website. Unless otherwise required by law, the Service Provider shall not be liable for any actions or inactions of a Customer or the results thereof related to the use of information obtained from the Software.

For non-fulfillment or improper fulfillment of their obligations under this Agreement, the parties shall be liable in accordance with the current legislation of Ukraine.

All disputes arising from this Agreement or related to it, with the exception of disputes related to the recovery of debts from the Customer, are resolved through negotiations between the Parties in compliance with the claim procedure. The claim should be considered within 7 (seven) calendar days from the date of its receipt. Compliance with the claim procedure is not required for disputes concerning the recovery of debts from the Customer. The Service Provider acknowledges that correspondence with the Customer via email and/or telephone mentioned during website registration constitutes an efficient and legally binding method of communication to resolve disputes between the Parties.

All disputes, controversies, or claims arising from or related to this Agreement, including those regarding its performance, breach, termination, or invalidity, shall be settled by the relevant court in accordance with international and Ukrainian substantive and procedural law.

The Customer shall not violate or attempt to violate the provisions of this Agreement. If the Service Provider decides at its discretion that the Customer has violated or attempted to violate the provisions of this Agreement, the Customer's access to the service may be terminated. The Service Provider may restrict the Customer's access to the service, block, or delete the Customer's Account (within the User Area) due to a violation of this Agreement.

10. Intellectual property rights

All components of the Software and the Website as a whole belong to the Service Provider and are protected by legislation as intellectual property rights.

11. Force majeure

In case of complete or partial non performance of the obligations under the present Agreement by any of the parties, if their non performance results from circumstances beyond such party’s control such as but not limited to acts of God, fire, war or military operations, blockade, the term of validity of the present Agreement will be extended accordingly for a period equal to that during which circumstances would last. The circumstances mentioned above also include decrees of Government that forbid the activity of this kind, except for the cases where there is an outstanding debt under the present Agreement.

The party for which the performance of obligation becomes prevented is to notify the other party about these circumstances in written form within 10 days. Certificate issued by concerned Chambers of Commerce will be a sufficient proof of existence of such circumstances and of their duration. Failure to notify or untimely notification deprives the party claiming force majeure of the right to refer to any of the above circumstances as a reason relieving from liability for non performance of an obligation.

If, due to force majeure, the failure to perform the obligations under this Agreement lasts more than three months, each of the Parties shall have the right to terminate this Agreement unilaterally by giving written notice to the other Party. Notwithstanding force majeure, before the termination of this Agreement due to force majeure, the Parties shall make final payments.

12. Personal data

By accepting the Agreement or registering with the Website (filling in the registration form), the Customer voluntarily consents to the collection and processing of their personal data for the following purposes: the data that becomes known will be used for commercial purposes, including processing orders for purchase services, receiving information about the order, sending advertising, special offers, promotions, drawings, or any other information by communications systems (email, mobile phones).

For the purposes stipulated in this clause, letters, messages, and materials may be sent to the Customer's postal address and email address, as well as by SMS and phone calls to the phone number indicated during the registration procedure.

The Customer grants permission for the processing of his or her personal data, which may include: entering the data into databases (without additional notice), keeping them there permanently, adding to them over time, and updating or changing them as needed. In addition to protecting the data from unauthorised access by third parties, the Service Provider agrees to only transfer the data to related parties, business partners, or individuals who have been given permission by the Service Provider to process the data directly for the purposes specified in this Agreement and at the request of the appropriate authority.

If the Customer does not want to receive the newsletter, the Customer has the right to contact the Service Provider by email to notify them of such a wish.

13. User materials

The website of the Service Provider contains email and other functions by means of which the Customer can provide the User Materials. The Customer hereby grants (or warrants that the owner of rights to the content or information has expressly granted) the Service Provider the world-wide, royalty-free, and non-exclusive licence to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, present, and display User Materials (in whole or in part) and to incorporate them in other works in any form, media, or technology now known or later developed on the Service Provider’s Website. The Customer agrees not to provide any confidential User Materials to the Service Provider.

14. Miscellaneous

The Service Provider is not responsible for the content or credibility of the information indicated by the Customer when placing an order. The Customer is responsible for the credibility of the information specified when placing an order.

All amendments and additions to this Agreement shall be published on the website of the Service Provider.

The Customer shall immediately discontinue using the services if the Customer disagrees with any modifications made to this Agreement by the Service Provider or with the new pricing policy for the service.

15. Address and bank details of the Service Provider

Company name: SOFOS LLC
Address: office 209, 7a Kiyanovsky side street, Kyiv 04053, Ukraine
USREOU code: 35714549
Bank name: JSC CB 'PRIVATBANK'
IBAN account: UA623052990000026002036701783
Payer of a single 5% tax