PUBLIC OFFER

AGREEMENT-OFFER TO PROVIDE CONSULTING SERVICES

1. GENERAL PROVISIONS

1.1. This document is an open offer (Offer) of YANG BUSINESS CLUB LIMITED LIABILITY COMPANY, Identification code: 4147 4157 (hereinafter referred to as the Contractor) to conclude the Consulting Services Agreement (hereinafter referred to as the Agreement) on the terms and conditions set forth in this Offer.

1.2. In accordance with Art. 638 of the Civil Code of Ukraine, in case of acceptance of the terms and conditions set forth in the Offer and payment for services, an individual ( who is identified and authorized in the Mobile application : Young Business Club (hereinafter referred to as the Mobile Application), meets the criteria set forth in this Agreement), who accepts this Offer, becomes the Customer (Acceptance of the Offer is equivalent to the conclusion of the Agreement on the terms set forth in the Offer) (hereinafter referred to as the Customer).

1.3. This Offer, if accepted by the Customer, shall be deemed to be concluded in writing, including electronic, on the terms of adhesion, to which the Customer accedes, from the moment of the Acceptance of the terms of this Offer.

1.4. In order to accept this Offer and conclude the Agreement, the Customer shall make an acceptance, i.e. take actions to agree to conclude the Agreement on the terms and conditions set forth in the Offer. The Customer's response shall be provided by performing actions that are considered acceptance of the offer to conclude an electronic Agreement. The actions of the Customer, which are considered acceptance of the offer to conclude an electronic Agreement and acceptance of this Offer, are the Customer's response. The Customer's response shall be provided in the form of unconditional acceptance of all the terms of the Offer, by sequentially ticking them: -a mark (activation of the corresponding option/button/checkmark), the description and content of which clearly indicates what action is performed by clicking on the mark, and which identifies the identity of the Customer for the purpose of concluding and/or executing the Agreement

- "on acceptance of the Offer";

- subsequently clicking on such links and filling in text, checking boxes, or selecting alternative data in online forms as necessary or sufficient to -select the essential terms if there is an alternative to their selection in terms of cost, terms or other conditions of acceptance of the offer, or indicate them independently and/or -Put a mark (activate the corresponding option/button/checkmark) on selecting a payment method and/or making a payment in a certain way "Pay", after which the Customer's response is considered completed and submitted, and the Offer is accepted by the Customer. Marking (activating the appropriate option/button/checking the "Tick") on the acceptance of this Offer also means consent to the processing of the Customer's personal data. From the moment of receipt of the Customer's Acceptance (in the form of the Customer's performance of all the above actions (including, but not limited to, payment by the Customer for the Services specified in clause 3.1. Services), the Agreement shall be deemed concluded without its further signing by the Parties. Acceptance of the terms of the Offer means full and unconditional acceptance by the Customer of all its terms, without any restrictions, shall enter into force as the Adhesion Agreement from the moment of the above-mentioned Acceptance by the Customer and is equivalent to the conclusion of a bilateral written Agreement on the provision of consulting services (Part 2 of Article 642 of the Civil Code of Ukraine).

1.5. If necessary, a separate Agreement may be concluded between the Contractor and the Customer in the form of a written bilateral document that does not contradict the terms of this Offer.

1.6. Each Party warrants to the other Party that it has the necessary legal capacity, as well as all the rights and powers necessary and sufficient to conclude and execute this Offer/Agreement in accordance with its terms.

2. DEFINITION OF TERMS USED IN THE AGREEMENT

The Customer is a legally capable individual who is identified and registered in the Mobile Application, who meets the criteria set forth in clause 3.5 of the Agreement and who has entered into the Agreement for the provision of consulting services with the Contractor. Event means an event organized by the Contractor as part of the provision of the Services under the Agreement, for which pre-registration through the Mobile Application is required. The program of the Events, their focus, speakers, duration, etc. shall be determined solely at the discretion of the Contractor. Mobile application

- an application called "Young Business Club", which can be downloaded at the following link: https://apps.apple.com/ua/app/young-business-club/id6479961110?l=uk, where the Customer is authorized. In order to authorize the Mobile Application, the Customer shall provide contact details (which are usually the name, surname, contact phone number, e-mail address, address of the place of registration or residence), passport details, tax identification number and other data that the Contractor shall specify as mandatory. If additional data is required to identify the Customer, the Contractor shall have the right to request the Customer to provide the necessary additional data in order to carry out such identification. Personal data means information or a set of information about an individual (Customer) that is identified or can be specifically identified. Registration for the Event is a set of actions of the Customer in the Mobile Application that indicate the Customer's intention to participate in the Event. Website

- the Contractor's website located at the following link: https://www.ybc.club/.

3. SUBJECT OF THE CONTRACT

3.1. The subject matter of this Agreement is the provision by the Contractor of consulting services on the Customer's commercial activities (hereinafter referred to as the Services), which includes:

3.1.1. providing oral consultations on the Customer's commercial activities,

3.1.2. providing the Customer's representative with access to events (congresses) organized by the Contractor on a paid or free of charge basis (at the Contractor's option) regarding management and organizational support of the Customer on management, corporate strategic and operational planning, determination of business development directions, marketing goals:

- the opportunity to obtain information about potential partners, contractors, investors and other persons with common interests;

- the ability to organize meetings with potential partners, contractors, investors, and others with common interests in an online/offline format; -The ability to get a personal manager to search for potential partners, contractors, investors, and others with common interests;

- the opportunity to receive video recordings of meetings with top speakers for the entire period of the Contractor's activity;

- the ability to use the Contractor's closed telegram chats.

3.1.3. providing online consulting to the Customer both individually and by involving the Customer's representative in joint groups with third parties to whom the Contractor provides the same or similar services for discussion (consulting) on issues arising in the course of commercial activities and management of the Customer's activities;

3.1.4. providing oral consultations on the Customer's commercial activities in online and offline formats. The Parties understand the offline format to mean the provision of consulting services to the Customer by involving the Customer in groups with third parties to whom the Contractor provides similar services, which may meet in the city specified by the Customer. The Parties agree that the Client, in order to receive consulting services, may be involved in groups with third parties to whom the Contractor provides similar services, which may meet in other cities at the Contractor's discretion. In this case, the cost of services may be increased by the sole decision of the Contractor.

3.1.5. providing access to the Mobile Application with the assignment of the Customer's own barcode identifier, the presence of which is the basis for the Customer's admission to events organized by the Contractor, subject to prior registration by the Contractor for such an event.

3.2. The periodicity, frequency and scope of the Services shall be determined by the Contractor independently.

3.3 The Contractor may entrust the performance of the Agreement to third parties engaged by the Contractor, which does not require separate agreement with the Customer.

3.4. Each Party warrants to the other Party that it has the necessary legal capacity, as well as all rights and powers necessary and sufficient to conclude and perform this Agreement in accordance with its terms. Acceptance of the terms and conditions of this Agreement is full and unconditional and means the Customer's consent to all the terms and conditions of the Agreement without exception and addition, and also indicates that the Customer understands the significance of its actions, all the terms and conditions of the Agreement are clear to it, the Customer is not under the influence of error, fraud, violence, threat, hardship, etc.

3.5. The following criteria shall apply to the Customers:

1) Age from 18 to 45 years.

2) Registered as a sole proprietor and/or owner (participant) of legal entities.

3) The annual income that can be confirmed by official means of proof shall be from USD 100,000.00 (one hundred thousand dollars). USD (one hundred thousand US dollars), in UAH equivalent at the time of joining the Agreement.

4) He is not a citizen of the Republic of Belarus or the Russian Federation.

5) Does not conduct business in the territory of the Republic of Belarus or the Russian Federation, nor does it cooperate with citizens of these countries.

6) He has no criminal record and is not accused of committing any crimes, nor does he have the status of a suspect or accused in criminal proceedings.

3.6. Failure of the Customer to meet the specified criteria shall be grounds for the Contractor to refuse to conclude the Agreement. If the Contractor becomes aware of the Customer's non-compliance with the criteria specified in clause 3.5 of the Agreement after the conclusion of the Agreement, the Contractor shall have the right to terminate the Agreement unilaterally. In this case, the funds paid for the Services shall not be refunded to the Customer. Confirmation of the Customer's non-compliance with the criteria specified in clause 3.5. of the Agreement, may be both official sources of information and publications in the media or dissemination of relevant information in any other way.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1 The Contractor shall:

4.1.1. Provide the Services in accordance with the subject matter of the Agreement and the Customer's request.

4.1.2. Do not disclose confidential/personal information and personal data of the Customer that became known to the Contractor during the performance of the Agreement, except as provided by law and the Agreement.

4.1.3. Provide the Customer with the Services in the manner and within the terms stipulated by the Agreement.

4.2 The Contractor has the right to:

4.2.1. To process the Customer's personal data during the conclusion and execution of the Agreement in accordance with the procedure established by the Law of Ukraine "On Personal Data Protection".

4.2.2. Engage third parties to fulfill the terms of the Agreement, including those related to the provision of the Services to the Customer and receipt of payments under the Agreement, without the Customer's consent.

4.2.3. Refuse to provide the Services under the Agreement if the Customer has debts to the Contractor for the Services provided or violates the terms of payment for the Services.

4.2.4. Suspend the provision of the Services and terminate the Agreement unilaterally (without imposing liability on the Contractor for non-performance/improper performance of the Agreement) in case of violation by the Client of the Club Rules and/or the Young Business Club Code, in case of violation by the Client of the obligations and/or guarantees set forth in this Agreement, by giving written notice to the Contractor not later than 5 (five) calendar days prior to such termination.

4.2.5. Determine and agree with the Customer on the date, format, time, topic, speakers, duration and other conditions of the Events, cancel or postpone them, having previously notified the Customer thereof.

4.2.6. At its discretion, determine the topics of consultations provided under this Agreement, the persons to participate in such consultations, the duration of consultations, etc.

4.3. The Customer has the right to:

4.3.1. Receive the Services in a timely and quality manner.

4.3.2. Receive from the Contractor full information about the organization and performance of the Services.

4.3.3. Contact the Contractor with proposals for improving the process of providing the Services

4.4. The Customer is obliged to:

4.4.1 Adhere to the Club Rules and the Young Business Club Code.

4.4.2. Not to copy, alienate or distribute materials and/or information transferred to the Customer by the Contractor for temporary free use in the course of rendering the Services.

4.4.3. Payment in full for the Services provided.

5. COST OF SERVICES

5.1. The cost of the Services shall be determined by the Contractor individually and shall be indicated in the e-mail message received by the Customer upon acceptance in the Mobile Application. Payment for the Services confirms the Customer's acceptance of the cost of the Services and the terms of this Agreement.

5.2. The Customer shall pay for the Services in full before the start of the Services.

5.3. In case of impossibility to provide the Services due to the Customer's actions or inaction, the funds paid for the Services shall not be refunded to the Customer.

5.4. The Customer may pay for the Services in the following ways:

5.4.1. by using the iPay.ua or TRUSTEE payment service/payment system by transferring from the Mobile Application to this payment service/payment system. In this case, after the transition from the Mobile Application to the payment service/payment system, the relevant payment service/payment system shall be responsible for the storage and use of the information provided by the Customer to this payment service/payment system, which allows them to make payment, in accordance with the law, since the Contractor does not have access to such information. All fees for such payment method shall be paid by the Customer in favor of the payment service/payment system.

5.4.2. By transferring funds to the current bank account of the Contractor specified in the Agreement.

5.5. In case of prolongation of the Agreement in accordance with the terms of the Agreement for one calendar year, the Contractor shall have the right to increase the cost of the Services.

5.6. The Services shall be deemed to be duly rendered upon authorization by the Customer in the Application and/or registration for the Event and/or participation in the Event or performance by the Customer of any other actions that may indicate receipt of the Services.

5.7. Acceptance of this Offer in the manner provided for herein and payment of the cost of the Services shall be the basis for recording in the accounting records of the business transaction for the provision of the Services without drawing up the Acceptance Certificate for the Services provided. The Acceptance Certificate shall be provided only at the request of the Customer.

6. COMMUNICATION

6.1. The Parties will take all necessary actions to maintain the necessary operational communication (telephone, messengers, e-mail, courier, etc.) using the details specified by the Contractor in the Agreement and/or on the official Website and/or Mobile Application, as well as the details specified by the Customer to the Contractor.

6.2. Throughout the entire period of the Services provision, the Customer may receive technical support, business manager support, electronic messages. By signing this Agreement, the Customer confirms its consent to receive letters, messages and calls from the Contractor, in particular, in any messengers, by e-mail, etc.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Subject to the provisions of this Agreement, the Civil Code of Ukraine, the Laws of Ukraine "On Copyright and Related Rights", "On Information" and other legal acts regulating the field of intellectual property, the Parties agree:

- All materials used for the purpose of performing this Agreement are protected by copyright;

- all and any exclusive property rights, including those specified in Article 424 of the Civil Code of Ukraine, to intellectual property (copyright) objects provided by the Contractor during the implementation of this Agreement, all and any exclusive property rights, including those specified in Article 424 of the Civil Code of Ukraine, to intellectual property (copyright) objects from the moment of creation of such objects shall be fully owned by the Contractor.

7.2. The Customer shall have the right to use the materials solely for the purposes of performing this Agreement. At the same time, the intellectual property rights to the materials remain with the Contractor. Nothing in this Agreement shall be construed as a transfer by the Contractor of any intellectual property rights to the training materials and/or permission to use such training materials for purposes other than those specified in the Agreement.

7.3. The Contractor shall have the right to use intellectual property rights that may belong to other persons on the basis of a license, contract or other legal basis.

7.4. Access to intellectual property objects posted on the Website, as well as in the Mobile Application and messengers related to the provision of services, is provided to the Customer solely for personal non-commercial use without the right to reproduce such objects, without the right to distribute content on the Internet, as well as without the right to any other use not provided for by this Agreement, including sale, modification, distribution in whole or in part (elements).

8. PROTECTION OF PERSONAL DATA

8.1. By accepting the terms of this Offer, the Customer agrees to the processing and use (including transfer to third parties) of his personal data provided by him when ordering the Services (Acceptance of the terms of this Offer).

8.2. The consent to the processing of personal data is valid for the entire term of the Agreement, as well as for an unlimited period after its expiration. In addition, by accepting the terms of this Offer, the Customer confirms that he/she has been notified of the rights established by the Law of Ukraine "On Personal Data Protection", of the purposes of data collection, and that his/her personal data is transferred to the Contractor in order to fulfill the terms of the Agreement, order the Services (Acceptance of the terms of this Offer), make mutual settlements, and receive documents. The scope of the Customer's rights as a subject of personal data in accordance with the Law of Ukraine "On Personal Data Protection" is known and understood by him.

8.3. The Contractor shall use the received personal data solely for the provision of the Services stipulated by the terms of the Agreement, for the promotion of the Services provided by the Contractor, including through the automated processing of personal data.

8.4. The Contractor undertakes not to disclose the information received from the Client. It shall not be considered a violation to provide such information to agents and third parties acting on the basis of the Agreement with the Contractor, including for the fulfillment of obligations to the Client, as well as in cases where the disclosure of such information is required by law.

9. CONFIDENTIALITY

9.1. The Contractor and the specialists involved in the provision of the Services shall not disclose to third parties confidential information and information that may become known to the Contractor in the course of fulfillment of the terms of this Agreement.

9.2. All information exchanged by one Party with the other Party, as well as information that becomes known to the Party during the performance of the Agreement, shall be confidential and shall not be disclosed.

9.3. For the purposes of this Agreement, confidentiality shall mean non-disclosure by one Party of any information provided by the other Party in connection with the performance of this Agreement or any other information that has become known to the Party in the course of performance of this Agreement.

9.4. Providing information upon requests (oral or written) from any governmental authorities and/or banking institutions shall not be considered disclosure of confidential information.

10. RESPONSIBILITY AND DISPUTE RESOLUTION PROCEDURE

10.1. For non-fulfillment (improper fulfillment) of obligations under this Agreement, the Parties shall be liable as provided for by the applicable law and this Agreement.

10.2. Disputes arising between the Parties shall be resolved through negotiations between the Parties, in case of failure to reach an agreement

- in accordance with the procedure established by the current legislation of Ukraine.

10.3. In matters not regulated by this Agreement, the norms of the current legislation of Ukraine shall apply.

11. FORCE MAJEURE (FORCE MAJEURE)

11.1. The Party guilty of full or partial failure to fulfill its obligations under this Agreement shall be released from liability if it proves that such failure was the result of force majeure circumstances, namely natural disasters, acts and actions of public authorities that impede or make it impossible to fulfill obligations under this Agreement, military and other actions that may affect the fulfillment of the terms of this Agreement, civil unrest, political unrest, riots, strikes, adoption by state authorities of regulations that significantly impede the implementation of the Agreement, mass diseases (epidemics), and/or other circumstances that do not depend on the will of the Parties, including the actions of third parties.actions of third parties.

11.2. In the event of the above circumstances of force majeure, the Party that is unable to fulfill its obligations under this Agreement shall notify the other Party of them within three days by any means, attaching documents issued by authorized state bodies or confirming the fact of the occurrence of the above circumstances. In case of non-compliance with these conditions, the Party shall not be entitled to refer to force majeure circumstances (force majeure).

11.3. The term for fulfillment of obligations under the Agreement shall be automatically extended for the duration of force majeure circumstances, provided that the said circumstances are timely notified.

11.4. Proof of force majeure circumstances and their duration shall be provided by relevant documents issued by the relevant authority.

11.5. If the circumstances referred to in clause 11.1. of this Agreement and their consequences exist for more than twenty consecutive calendar days, or if at the time of their occurrence it is obvious that they will exist for more than twenty calendar days, then the Parties shall negotiate as soon as possible to find acceptable alternative ways to fulfill this Agreement and determine the procedure and terms for further fulfillment or termination of this Agreement (with mutual settlements on the date of termination) by an additional agreement.

12. TERM OF THE AGREEMENT

12.1. This Agreement shall enter into force upon acceptance by the Customer of the terms of this Offer and shall be valid for 1 (one) year from the date of its signing by the Parties, but in any case until the Parties fully fulfill their obligations under the Agreement.

12.2. The Agreement shall be prolonged for each subsequent calendar year, provided that the Customer has not notified the Contractor of its intention to terminate the Agreement no later than 30 (thirty) calendar days before the expiration of the Agreement.

13. AMENDMENTS TO THE AGREEMENT AND ITS TERMINATION

13.1 This Offer is an offer to enter into the Agreement in accordance with Article 641 of the Civil Code of Ukraine. However, the proposed Agreement is not a public contract within the meaning of Article 633 of the Civil Code of Ukraine, since the Contractor reserves the right to refuse to enter into the Agreement with the Customer if the person is not ready to fulfill the terms of this Offer and/or does not meet the conditions set forth in this Agreement.

13.2. The Contractor shall have the right to amend the Agreement unilaterally by posting a new version in the Contractor's Mobile Application. The amendments shall come into force on the day following the date of posting in the Contractor's Mobile Application or on another date specified by the Contractor. In case the Customer disagrees with the amendments to the Agreement, such Customer shall have the right to terminate the Agreement by sending the Contractor a written notice of termination of the Agreement within 10 calendar days from the date of amendments to the Agreement. In accordance with the terms of this clause, the Agreement shall be deemed terminated (terminated) on the 11th (eleventh) calendar day from the date specified in the Customer's application. Failure of the Customer to terminate the Agreement within the specified period and continued use of the Services shall indicate the Customer's consent to the amendments to the Agreement. The Contractor warrants and confirms that the current version of the text of this Agreement posted in the Contractor's Mobile Application is valid. In the event of termination of the Agreement at the initiative of the Customer at any stage of the provision of the Services, the funds paid for the Services shall not be refunded to the Customer.

13.3 Any amendments to the Agreement from the date of its entry into force shall apply to all persons who have joined the Agreement, including those who joined the Agreement before the date of entry into force of the amendments to the Agreement.

13.4. The Customer shall be obliged to familiarize themselves with the amendments to the Agreement, including the Annexes to the Agreement. The Customer unconditionally assumes the risks and the obligation to independently monitor the presence/absence of the Contractor's notifications of changes to the terms of the Agreement in the Mobile Application.

13.5. All amendments to this Agreement shall be posted in the Contractor's Mobile Application.

14. OTHER TERMS AND CONDITIONS

14.1 The Agreement shall be deemed to be concluded in the territory of Ukraine and to be valid under the laws of Ukraine.

14.2. The Agreement shall enter into force upon full payment for the Services by the Customer and receipt of the Application for Accession by the Contractor.

14.3. All legal relations arising out of or related to this Offer, including those related to the validity, conclusion, execution, amendment and termination of this Offer, interpretation of its terms, determination of the consequences of invalidity or breach of the Agreement, shall be governed by this Offer and the relevant provisions of the current legislation of Ukraine, as well as the business practices applicable to such legal relations on the basis of the principles of good faith, reasonableness and fairness.

14.4. The Contractor shall not be a VAT payer.

14.5. The invalidity of any clause or part of the Agreement concluded in accordance with this proposal shall not lead to the invalidity of the Agreement as a whole.

14.6. All terms of this Agreement shall be binding on both the Customer and the Contractor. Before starting to use the Services, the Customer shall be obliged to read the terms of this Agreement. If the Customer does not agree to the terms of this Agreement, he/she shall not be entitled to use the Contractor's Services.

14.7. After the conclusion of the Agreement, all previous negotiations, correspondence, protocols of intent and any other oral and written agreements of the Parties on matters relating to the Agreement shall become null and void. The Parties hereby certify their equal understanding of the terms and conditions of the Agreement and its legal consequences, confirm the conclusion of the Agreement on the basis of free will and the validity of their intentions when concluding it, as well as that the Agreement does not contain any signs of a fictitious or sham transaction, that it was not concluded under the influence of a mistake regarding its nature, rights and obligations of the Parties, as well as under the influence of fraud or a combination of hardships.

14.8. The Customer may not transfer its rights and obligations under the Agreement to a third party without the written consent of the Contractor.

14.9. By accepting this Offer, the Customer gives the Contractor its consent to:

1) taking photos and videos when ordering/providing the Services, as well as recording any contacts with the Customer, including, but not limited to, any telephone conversations with the Customer on any medium;

2) storage of photos, audio and video materials;

3) use of such photographs, audio and video materials in any activities not prohibited by the Legislation;

4) to send all notifications and materials to his e-mail address or other means of communication;

5) to receive from the Contractor (its authorized representatives, partners, counterparties) SMS messages, automatic voice messages, telephone calls, other messages in electronic form and/or on paper, including letters, regarding any information related to the contractual relationship between the Contractor and the Customer, as well as advertising and other information about news, promotions, offers provided by the Contractor.

14.9.1. the Contractor shall inspect the information provided by the Customer to the Contractor and conduct such inspections in the manner and in the manner deemed necessary by the Contractor and not prohibited by law.

14.10. By accepting the terms of this Offer, the Customer confirms that he has reached the age of majority, has full legal capacity, legal capacity, and that he is not in any way restricted from entering into the Agreement, and that there are no circumstances that pose a threat to the proper performance of the Agreement (court cases, property claims of third parties, etc.), and that he/she is responsible for fulfillment of his/her obligations under the Agreement with all his/her property and funds that may be subject to foreclosure in accordance with the procedure established by the current legislation of Ukraine.

14.11. The Parties have agreed that by entering into this Agreement, the Parties have reached agreement on all its material terms.

14.12. By accepting the terms of this Offer, the Customer confirms that:

- agrees to enter into the Agreement on the terms and conditions specified above and recognizes its legal force;

- this form of the Agreement shall not prevent the correct understanding of the terms of the Agreement in full and shall not serve as a basis for denying the validity of the Agreement in the future;

- is familiarized with the Privacy Policy on the protection of personal data, which is available on the Contractor's Website at the following link: https://www.ybc.club/privacy-policy.

14.13. An integral part of this Offer is : Appendix No. 1 "Code of the Young Business Club" at the link: https://drive.google.com/drive/u/0/home. See Appendix 2 "Club Rules" at the link: https://www.yb. Data of the Contractor: Location of the Contractor: 03151, Kyiv, Ukraine, 20-A Molodogvardeyskaya St, Identification code: 4147 4157, Account IBAN: UA 43 300346 0000026003099418901 Bank: JSC "SENS BANK".