PUBLIC OFFER AGREEMENT

United States, Florida, Miami Lakes.
March 10, 2022

1.1. The present public offer agreement assigns the following meanings to the terms below unless the context requires otherwise:
1.1.1. "Offer" - this document, the proposal of the Copyright holder to conclude an Agreement based on the terms in the Offer, available at: http://praktika.app
‍1.1.2. "Acceptance" - full and unconditional acceptance of the Offer by the User to perform the actions specified in Clause 2.2 of the Offer.
1.1.3. "Copyright holder" - PRAKTIKA, INC. (EIN 87-3267429).
1.1.4. "User" - an individual that has entered into the Agreement through Acceptance.
1.1.5. "Mobile application" - software designed to run on smartphones, tablets, and other mobile devices. For the purposes of this Agreement, hereinafter, the term "Mobile application" means the "Praktika" mobile application, which offers Audio courses (Audio materials) and is available for download on the User's mobile device on App Store.
1.1.6. "Audio material" - an audio recording (track), an object of intellectual property, which the User can access under the terms of the Agreement through the use of the Mobile application.
1.1.7. "Audio course" - a set of consecutive, coherent Audio materials.
1.1.8. "Simple (non-exclusive) license" - the non-exclusive right of the User to use the Mobile application and (or) Audio courses (Audio materials), with the right of the Copyright holder to issue licenses to other persons retained.
1.1.9. "Subscription" - temporary acquisition by the "User" of the right to use the entire list of audio materials and audio courses that are provided by the "Copyright holder" and are available during the subscription period for the corresponding payment from the "User" to the "Copyright holder." The subscription is available for the User's purchase for a period of 1 month, 3 months, 1 year, or for life.

2.1. This Offer is an official proposal by the Copyright holder to any individual that has full legal capacity and the necessary authority to conclude an agreement on the terms set forth in the Offer (hereinafter referred to as the Agreement) and contains all the essential terms of the Agreement.
2.2. The Acceptance of the Offer is constituted by downloading and (or) installing the Mobile application on a mobile device by the User.
2.3. The Acceptance of the Offer as prescribed by this Offer is equivalent to concluding an Agreement on the conditions set forth in the Offer.
2.4. The Offer (Agreement) does not require seals and/or signatures by the Copyright holder and the User (hereinafter referred to collectively as the Parties) with full legal force maintained.
2.5. By accepting the Offer, the User guarantees familiarity with, agreement, and full and unconditional acceptance of all the terms of the Agreement precisely as they are set out in the text of the Offer and also guarantees the authority and the legal rights to enter into a contractual relationship with the Copyright holder.
2.6. The Copyright holder has the right to amend the terms of the Offer at any time. Changes to the terms of the Offer come into effect from the moment of their publication.

3.1. Under the Agreement, the Copyright holder grants the User the right to use the Mobile application based on the terms of a simple (non-exclusive) license within the limits set by the Agreement, and the User acquires the right to use the Mobile application as prescribed by the terms of the Agreement.
3.2. Under the Agreement, the Copyright holder is also obliged to provide the User with the right to use the Audio courses (Audio materials) offered in the Mobile application through a subscription for the period established by this Offer, based on the terms of a simple (non-exclusive) license within the limits set by the Agreement, and the User is obliged to accept the entrusted right as prescribed by the terms of the Agreement.
3.3. The User can use the Mobile application and Audio courses (Audio materials) only within the limits and in the manner prescribed by the Agreement. Any right that was not explicitly specified in the Agreement is not considered to be granted to the User.
3.4. To be granted the rights provided in Clause 3.1 and Clause 3.2 of the Agreement, the User is obliged to make the payment to the Copyright holder in the amount established by the Agreement in the manner, terms, and conditions of the Agreement, if the payment amount is provided for by the terms of this Agreement.
3.5. The use of the Mobile application and Audio courses (Audio materials) is shareware. For the purposes of this Agreement, the shareware use of the Mobile application and Audio courses (Audio materials) has the following meaning:
3.5.1. The use of the Mobile application by the User within the limits set by Clause 5.2.1 of the Agreement is free of charge.
3.5.2. Access to free Audio courses (the right to use free Audio materials) within the limits set by Clause 5.2.2 of the Agreement is provided to the User free of charge.
3.5.3. Access to the Audio courses (the right to use Audio materials), with the exception of the Audio courses (Audio materials) specified in Clause 3.5.2 of the Agreement, is provided for the subscription period to the Audio courses, which is given on a reimbursable basis and only after the payment based on the terms of the Agreement.
3.6. Functionality of the Mobile application: giving the User the opportunity to learn the conditions and procedure for obtaining access to (right to use) the Audio courses (Audio materials) and take actions to acquire such access (rights) to listen to the Audio materials through the Mobile application.
3.7. Information about the cost of access to the Audio courses, their descriptions, and the number and structure of Audio materials in a specific Audio course is indicated in the Mobile application, along with other types of information.
3.8. The User has the right to use the Mobile application and Audio courses (Audio materials) without territorial restrictions (all over the world).

4.1. The User is obliged to keep the information that gives access to the Audio courses (Audio materials) secret and not disclose it to third parties. They are also obliged to not use it in any way that could cause losses for the Copyright holder or damage their interests, and if, for any reason, such information is disclosed to third parties, the User is obliged to immediately inform the Copyright holder.
4.2. The User is obliged not to use any devices and (or) computer programs (scripts) to interfere with the normal functioning of the Mobile application.
4.3. The Copyright holder has the right to suspend or terminate the User's access to the Mobile application and Audio courses (Audio materials) if there is a reasonable belief that the User is involved in illegal activities and (or) violates the terms of this Agreement.
4.4. The User is obliged to immediately inform the Copyright holder about unlawful use of the Mobile application and Audio courses (Audio materials) by third parties if that fact became known to the User.
4.5. The Copyright holder has the right to suspend the operation of the Mobile application or its individual components for technical maintenance.

5.1. Exclusive rights to the Mobile application and Audio courses (Audio materials), as well as their components and elements, belong to the Copyright holder. Alienation (sale) of exclusive rights is not the subject of the Agreement.
5.2. Under the Agreement, the Copyright holder grants the User the right to use under the terms of a simple (non-exclusive) license:
5.2.1. Mobile application in the following ways:
5.2.1.1. Use for its direct functionality;
5.2.1.2. Downloading and installing on the User's personal mobile device;
5.2.1.3. Downloading and installing updates (new versions) of the Mobile application;
5.2.1.4. Removing the Mobile application from the User's mobile device.
5.2.2. Audio courses (Audio materials) in the following ways:
5.2.2.1. Private listening exclusively, that is, listening of the Audio materials that are part of the Audio course on a personal level by the User through the Mobile application from the User's personal mobile device.
5.3. The use of the Mobile application and Audio courses (Audio materials) by the User in other ways than those specified in Clause 5.2 of the Agreement is strictly prohibited. The use of the Mobile application and Audio courses (Audio materials) for commercial or other purposes is also prohibited.
5.4. The right to use the Mobile application is transferred to the User, and the User accepts the right to use the Mobile application at the time of the conclusion of the Agreement. The right to use the Mobile application is granted for the entire period of the validity of exclusive rights and is calculated from the moment the Agreement was entered into by the User.
5.5. Access to the Audio course (the right to use the Audio materials) is transferred to the User, and the User accepts the given right from the moment the subscription is paid. The right to use the Audio course (Audio materials) is set for the entire period of the validity of exclusive rights and is calculated from the date of the subscription payment.
5.6. Reports on the use of rights to the Mobile application and Audio courses (Audio materials) by the User are not provided to the Copyright holder.

6.1. The following payment amount is established under the Agreement:
6.1.1. No payment to the Copyright holder is required for granting the right to use the Mobile application.
6.1.2. For access to the Audio course (the right to use Audio materials), the User transfers the payment amount to the Copyright holder equal to the cost for the subscription period for the full list of Audio courses as specified in the Mobile application.
6.2. Under the Agreement, the payment is made as a 100% (one hundred percent) prepayment.
6.3. For access to the full list of Audio courses (the right to use the full list of Audio materials) granted by the purchase of a subscription for a certain period, the User transfers the payment amount to the Copyright holder equal to the cost of the subscription with a certain period of validity to the full list of Audio courses available during the validity period of the paid subscription specified in the Mobile application.
6.4. The choice of the payment method is made by the User at their own discretion from the payment methods that are available in the Mobile application.
6.5. The User's payment obligations are considered fulfilled at the time the funds are transferred to the settlement account of the Copyright holder or, if the payment is made through electronic payment systems, at the time verified information about the payment receipt is obtained from the relevant payment system.
6.6. Under the Agreement, the Copyright holder has the right to change the payment amount unilaterally at any time. These changes come into effect from the moment of their publication.
6.7. The Copyright holder has the right to provide the User with a part of the Audio materials and Audio courses at no cost at their own discretion. The number and list of free Audio materials and Audio courses provided to the User are determined by the Copyright holder.

7.1. The Parties are responsible for non-fulfillment or improper fulfillment of their obligations under the Agreement in accordance with the Agreement and the legislation of the United States.
7.2. The Copyright holder is not responsible for:
7.2.1. The compliance of the Mobile application and Audio courses (Audio materials) with the purposes of use;
7.2.2. Technical malfunctions of the Mobile application, while being obliged to take reasonable measures to prevent such malfunctions.
7.3. The Copyright holder is not responsible for possible losses incurred to the User in the event that the User loses access to the Internet.
7.4. Any information that the User obtains under the Agreement, including the information in the Audio courses (Audio materials), is given to the User at their own risk, and the User is solely responsible for the possible consequences of using this information, including for any damage caused to themselves and (or) third parties.
7.5. The use of the Mobile application and Audio courses (Audio materials) in a manner that is not covered by the Agreement, after the termination of this Agreement, or otherwise beyond the rights granted to the User under the Agreement, entails liability for violation of exclusive rights in the forms determined by law.

8.1. Disputes and disagreements that may arise during the execution of this Agreement will be resolved through negotiations between the Parties, if possible. If not possible, disputes will be resolved in court.
8.2. The procedure for the pre-trial settlement of disputes about the Agreement is mandatory for both Parties. The letters of claim from the Parties are to be sent by courier or registered mail with a delivery notice of the letter to the addressee at the location of the Parties.
Other ways of sending the letters of claim by the Parties are not allowed. The letter of claim must be considered within 30 (thirty) working days from the date of receipt of the letter by the addressee.

9.1. In the event that any of the provisions of this Agreement becomes invalid by law, it will be considered excluded from this Agreement, and the remaining provisions of this Agreement will remain in effect.
9.2. The Copyright holder has the right to amend the terms of the Offer (Agreement) unilaterally at any time. These changes come into effect from the moment of their publication.
9.3. This Agreement may be terminated by mutual agreement of the Parties, as well as unilaterally at the written request of one of the Parties on the grounds of the legislation of the United States. After termination of the Agreement, all rights to use the Mobile applications and Audio courses (Audio materials) are canceled, and the User is obliged to stop any use and remove the Mobile application from their mobile device immediately.
9.4. The parties do not have any accompanying verbal agreements. The content of this Agreement is fully consistent with the actual will of the Parties.
9.5. Everything else that is not provided by the Agreement for the Parties is guided by the current legislation of the United States.
9.6. Users that have purchased Audio courses and Audio materials before the mandatory condition of purchasing the subscription to access the Audio materials and Audio course was introduced retain the right to use the Audio courses and Audio materials for life.

Copyright holder: PRAKTIKA, INC.
EIN 87-3267429
Legal address: 7900 Oak Lane, Suite 400, Miami Lakes, FL, 33016.
Phone: +1 (305) 5398591
E-mail: hi@praktika.app

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