Public Offer Agreement Of Sv Club

This document is an official public offer from Individual Entrepreneur Dubinska Yevheniia Arkadiivna (hereinafter referred to as "SV CLUB", the "Club", "we", the "Administrator") to conclude the above agreement on the following terms between you, the Website User/Customer, and us.

The Club is a partner of BBG REAL ASSETS LIMITED, registered under the laws of the Republic of Cyprus, registration number 295431 (hereinafter – the Company).

Pursuant to the cooperation agreement dated 29.03.2022 between the Company and Startup Professional Network, Inc., a Delaware (USA) corporation (hereinafter referred to as "Corporation"), the manager of Network VC Syndicate Fund, LLC, a Delaware Series Limited Liability Company (hereinafter referred to as "Fund"), the Company is a fundraising partner inviting potential investors in Ukraine and other European countries to join the Fund.

The Company wishes to attract investments in targeted Startups, each of which is structured as a separate series (hereinafter referred to as the "Series") in accordance with a separate Fund Operating Agreement for the Series (hereinafter referred to as a "Separate Series Operating Agreement").

In accordance with the cooperation agreement dated _______________ concluded by and between the Company and the Club, the Club is allowed to conclude any agreements with potential Investors, the Customer wishes to use the services offered by the Club, and the Club agrees to provide them.

The Offer defines the terms of use of the products and services (hereinafter referred to as the "Services") specified herein and in a separate written agreement.

Unless there is a written contract or agreement with you, your contract with SV CLUB will always include at least the terms and conditions set forth herein.

Explanations of the terms and conditions of certain types of services can be found in the FAQ section of the website.

According to the Civil Code of Ukraine (Articles 633, 634, 641), this document is a public offer and accession agreement.

According to Article 638 of the Civil Code of Ukraine, when you accept the terms and conditions set out in the Offer, namely, accept this Offer by conducting the appropriate account registration (filling in the form) and reading this Offer at vip.sv.club, you shall be treated as the Users/Customers of our services on the terms and conditions listed below and posted at vip.sv.club.

The entirety of the information set forth herein constitutes a legally binding transaction that must be complied with if you interact with us.

Please, read the Offer carefully, because your interaction with us means your full and unambiguous acceptance of its provisions.

This Offer (Agreement) is a binding legal document, pursuant to which the User/Customer and/or the Visitor shall be entitled to use the site and/or its content (information, functions, services, etc.).

By registering your account (filling in the form), you accept the mandatory offer. Acceptance of the offer shall be tantamount to the conclusion of a contract in the common written form.

By using the Site or the Services offered on the Site, you accept all of these Terms and Conditions without any changes or additions on your part, and you agree to the processing of your personal data in accordance with our Privacy Policy.

If you do not agree and/or do not accept the Terms and Conditions/Privacy Policy, please, stop using the Site and Services.

For the purposes hereof, the terms and concepts listed below shall have the following meaning:

Data Administrator/Data Operator means Individual Entrepreneur Y.A. Dubinska, identification code 2707506163.

Website (Administrator's Site) means a set of hypertext information, software, information tools, logically related to each other, designed in the form of separate pages and available on the Internet. The website can be found on the Internet at vip.sv.club.

Content means information presented on the site, including, but not limited to, text, software, music, sounds, photos, graphics, video, messages, and other materials.

Visitor means an Internet user who has accessed the site, but has not completed the appropriate form as a User/Customer.

User/Customer means an individual, a representative of an individual entrepreneur or a legal entity, who has read the Public Offer Agreement and filled in the form on the site in order to receive the Services.

Form Filling means legally significant actions of the User/Customer, consciously and voluntarily performed on the site, associated with the introduction of accurate personal data, as well as expressing his/her consent to the Offer (Agreement) proposed for reading.

Investor means an individual or legal entity investing in Startups financed with the participation of the Fund under a certain Separate Series Operating Agreement.

Startup means an entrepreneurial company at an early development stage (usually started by several founders who are focused on capitalizing on anticipated market demand by developing a viable product, service or platform) financed by the Fund.

Club Member means a Customer who has paid an annual subscription fee for Club services and has passed the registration and verification requirements imposed by the U.S. Securities and Exchange Commission on accredited investors.

The User/Customer shall not use the site and Content posted on its pages for the purposes contrary to the laws of Ukraine, the Offer (Agreement), the rights and legitimate interests of the Site Administrator and/or other users or third parties, the law and order and/or morality.

The User/Customer shall assume all risks and consequences associated with the receipt and/or placement of information on the Internet, interaction with other users and other persons through the site, as well as the use of the site and/or Content.

The Administrator shall reserve the right to amend the Offer (Agreement) at any time without any prior notice. The new version of the Offer (Agreement) and/or all its integral parts, which were updated, shall become effective from the date of their publication on the site, unless a different effective date is specified by the Administrator at the time of their publication. The current version of the Offer and all integral parts thereof is always publicly available on the site at vip.sv.club.

If the User/Customer continues to use the Administrator's services after the publication of amendments to the Offer (Agreement), the User/Customer shall be deemed to have accepted such amended terms and conditions.

The scope of this Agreement is:

• use of the site;
• receipt of the Services we offer on our site.

The Administrator shall reserve the right to amend the information posted at vip.sv.club at any time.

The Administrator shall be entitled to send information messages to the User and conduct relevant surveys, including those related to the use of the site and/or receipt of Services.

The Administrator shall reserve the right, at its sole discretion, to restrict and/or terminate User's access to the Site (Content) or a part thereof should the User violate the terms and conditions of this Offer (Agreement).

By accepting the terms and conditions of this Offer (Agreement), the User represents and guarantees to the Administrator that:
- the User has provided accurate data (including the User’s personal data) when filling in a relevant form at vip.sv.club;
- the User concludes (accepts) this Agreement (Offer) voluntarily, and the User has read all the terms and conditions of this Offer and understands the scope of the Offer (Agreement);
- the User shall have all rights and powers required to conclude (accept) and perform this Agreement (Offer).

All materials that are part of the site content (Content) are protected by copyright under the laws of Ukraine.

The Club shall provide the Customer with the following information and advisory services on investment topics:
- providing access to information about investment opportunities related to Startups and discussing them;
- providing access to the Telegram account of SV CLUB;
- providing consulting, information, and legal support in the conclusion of contracts with the Corporation and the Fund.

The Services provided hereunder are not a financial service, a surety or a mediation in any sense, do not advertise any projects, and should not be regarded as inducing the Customer to:
- take any actions or make any decisions, including those related to the Customer's further cooperation with any third parties;
- invest in any projects communicated by the Contractor to the Customer.

In order to provide the Services, we collect and process information that you voluntarily provide to us, namely:
name, surname and patronymic of the User/Customer;
passport details;
identification code;
bank details;
mailing address and address of registration;
email address;
contact phone number;
social media data;
occupation;
companies owned by or employing the User/Customer;
information about the proposed amount of the investment.

The Customer hereby grants his/her full consent to the Club's processing, storage and transmission of the Customer's personal data. Such data may include information regarding his/her name, surname, patronymic, date and place of birth, citizenship, gender, age, place of residence (actual and registered address of residence), contact details, email address, passport or another identity document of the Customer, identification number/registration number of the registration card, photographs, information about the Customer as an individual and/or an individual entrepreneur, a legal entity, and/or a representative of another person, details of the state registration certificate, other business documents, or other information that the Club has learned from the Customer (hereinafter referred to as the "Personal Data").

The Customer may withdraw his/her consent by submitting a relevant request in writing to the Club. Submission of such a request shall be treated as the ground for this Agreement termination.

Terms of Use of the Services:
The User can be any person who uses the site and the Services, accepting simultaneously (a) the terms and conditions of the Offer; (b) the Privacy Policy.

If you are an individual, you must be capable of concluding a civil transaction in order to receive the paid Services, which means that you must (a) have legal capacity and (b) be 18+ years old at the time you order Services.

If you are a representative of an individual entrepreneur or a legal entity, you must be duly authorized by such individual entrepreneur or legal entity to receive the paid Services (and thus fill in the form and enter into an agreement on their behalf).

A condition for the provision of the Service is the Customer's registration and verification of the conditions imposed by the SEC on the accredited investors, using the KYC/AML verification procedures via links provided by the Contractor, and signing a statement of compliance with the requirements for an accredited (experienced) investor. Failure to complete the above registration and verification, including for the reasons of the Customer’s ineligibility, shall be the ground for refusal to provide the Services.

In order to receive the Services you need to:
- fill in the form at vip.sv.club;
- provide the Club with relevant information;
- pass the verification procedures;
- join the Club by entering into the agreement posted at vip.sv.club;
- make a payment to receive the Services.

You, as a User of the Site and Services, represent and guarantee that you meet all of the above terms of use of the Services.
The Services shall be considered paid at the when the funds are credited to the Club’s account.
The Customer may not request a reduction in the cost of the Services or a refund because the Customer has not used the Services.
The Services shall be deemed provided regardless of whether or not the Customer has used the same.

The Club shall be entitled to limit or prohibit the Customer's access to the Services, including to the Telegram account of SV CLUB, at its sole discretion should the Customer violate any term or condition of this Offer, the Service Agreement, applicable laws of Ukraine or the USA or the business communication rules.

The cost of the Services is indicated in a relevant tab of the website on ordering the Services, as well as in the messages sent to you by email (if any).

The final cost of the Services in the national currency of Ukraine shall be displayed in a relevant tab of the website about payment for the Services, and specified in the electronic invoice of the payment system or in the paper invoice sent to you.

If the payment for Services from beyond Ukraine, the final cost of the Services can be reflected in a different currency (applicable to the payment in your particular case), which shall also be specified in the electronic invoice of the payment system you have used.

The cost of Services shall not include additional commission fees assessed by banks and payment systems.

Depending on the Services you purchase, you will have access to the "Content", i.e. works (informational and consulting materials), the copyrights and related rights to which are protected or: (a) either owned by us, or (b) owned by our contractors, affiliates, or other third parties, with rights licensed to us, or (c) used lawfully (for example, within the "safety zone", as a citation for educational purposes, parody, sarcasm, or in other cases provided for by the law applicable to works).

Using the Services, you obtain the right to review the content of the Content and use it for the purposes set forth in the Offer.

The copying, modification, full or partial use, public reproduction and distribution of materials posted on the site, or provided during the training, as well as the use of content for commercial purposes without the written consent of the copyright holder shall not be allowed, and shall be strictly prohibited and prosecuted under applicable law.

Any infringement of intellectual property rights shall be prosecuted under the laws of the country where the Services are provided and under international law, which may entail civil, administrative, and criminal liability (depending on the circumstances and qualification of the violation).

The Club hereby does not transfer to the Customer any intellectual property rights, any of its other rights or the rights of the third parties.

The information received by the Customer as a result of the Services shall be subject to the following restrictions: the Customer may not reproduce, repeat, modify, amend, supplement, copy, assign, transfer access to, create derivative works from, manufacture or sell the products based on it, and may not use the information in any way other than for its educational purposes.

All information about the investment project and information related to the investment opportunity received by the Customer from the Club shall be considered Confidential Information and should be treated with strict confidentiality and used only to approve that investment opportunity.

Moreover, the Contractor and the Customer shall mutually assure each other to treat all information discussed and shared between the Parties with strict confidentiality and not make it available to the third parties, whether in writing or in any other form.

We make no guarantees that using the SV CLUB Services will deliver the expected results.

Using the SV CLUB materials, you hereby waive any claims to us regarding the results obtained by you when using the Services.

You understand that your disagreement with the results you received when using the Services in no way constitutes grounds for a refund of the money you paid for the Services.

General Provisions:
If (a) the User/Customer violates obligations, (b) the User/Customer provides unreliable information when entering into or during the performance of the agreement – the User/Customer shall be liable in accordance with applicable laws of Ukraine.
You shall be liable for: (a) the accuracy and validity of the data you provide when filling in the form and the payment information you provide during the ordering process; (b) obtaining of credentials used to access the Services by third parties; (c) the use of materials posted on the site or provided in the course of the Services for resale, distribution, or transfer to the third parties; (d) spreading of false information about us, impairing our business reputation (defamation); (e) violation of the Terms of Use of the Services; (f) violation of the payment terms; (g) interfering with or attempting to access the site or available services bypassing our instructions.

The User shall be fully responsible for:
- the content of the information specified when filling in the form and placing an order for the Service when using the Administrator's website;
- reliability and completeness of the information provided by the User when filling out the form and placing an order for the Service as a User, as well as the reliability of the User's guarantees and certifications;
- actions performed by him/her when using the Administrator’s site (Content), and the actions of the other persons committed on his/her behalf using his/her credentials;
- provision of inaccurate information about him/herself and his/her investment activities, in particular in relation to compliance with the status of an accredited (experienced) investor as required by SEC;
- disclosure of information received from the Club to the persons who are not the Club members (who have not paid for the Club Services) and/or do not have access to the Telegram account of SV CLUB;
- distribution of information about the Startups by advertising or publishing the same in the media, social media, public messenger groups or otherwise to an unlimited number of persons;
- making public appeals to invest in Startups, LLCs, including through advertising or publications in the media, social media, or public messenger groups;
- use of credentials to access the Services by third parties, if it occurred due to actions or omissions of the Customer;
- violation of the Club's confidentiality and intellectual property rights;
- violation of the terms of payment for the Services;
- interfering in the work of the Telegram account of SV CLUB, or an attempt to gain access bypassing the Club’s instructions;
- the Customer's communication with the other Club members, any persons whose contacts the Customer has received from the Club, which has not been agreed upon with the Club;
- violation of the Customer's obligation to notify the Club within one day of all information about the relationship between the Customer and third parties under the projects, of which the Customer became aware as a result of the Services;
- the Customer's use of the Services to compete with the Club;
- other violations stipulated by this Agreement and applicable laws of Ukraine.

Limitation of Administrator's liability:
Besides the force majeure releasing us from the Agreement performance and general liability for it, the Administrator shall not liable:

(i) for full or partial interruption of the Services related to the replacement of equipment, software or other works caused by the need to support the performance and upgrade the hardware (subject to prior notice to the user);
(ii) for a breach of security of the equipment and software you use to receive the Services;
(iii) for the loss of confidential information or portions thereof, unless it occurred through our fault;
(iv) for any losses to the third parties, unless it occurred through our fault.

The Administrator shall not be liable for any errors, omissions, interruptions, defects and delays in the course of processing or transmission of the data, failure of communication lines, destruction of any equipment, unauthorized access by the third parties to the site, which caused the restriction of the User’s access to the site (content) or its services.

The Administrator shall not be liable for any technical malfunction or other failures of any telephone networks or services, computer systems, servers or providers, computer or telephone equipment, software, f e-mail services or scripts for technical reasons, for ensuring the normal operation and availability of certain segments of the Internet and telecommunication operator networks involved in the User’s access to the Site and its services.

The Administrator shall not be responsible for the compliance of the site (Content) or a part thereof with the User’s expectations, error-free and uninterrupted operation of the site, termination of User access to the site (Content) for the reasons related to technical failure of the Administrator’s hardware or software, and shall not compensate any associated losses to the User.

The Administrator shall not be responsible for the consequences of the third parties’ access to the data and other information of the User.

Liability for materials and content posted by the User:
You shall be liable for the content and materials you post on our website, in our public accounts, groups or chat rooms while using the SV CLUB Services. We shall not be liable for the content you post and shall not keep track of it.

When posting your own content, you shall comply with applicable laws. In all cases, you may not post pornographic, sexually explicit, violent, sadistic, discriminatory, threatening, or defamatory content.

Furthermore, your content must also not violate the rights of the third parties or contain advertisements. This applies to the property and non-property rights of the third parties, including the intellectual property rights (e.g. copyright, trademark and trade name rights). In particular, you may not violate third-party rights when posting comments/feedback, selecting profile pictures, or publishing any images.

Content and materials posted during the use of SV CLUB Services must not contain advertisements.
We shall be entitled to remove or relocate any content you post at any time if we believe it violates the rights of the third parties or the law.

If you violate these posting guidelines, we may (a) send you a warning in writing, (b) temporarily suspend your access to the site, and (c) suspend the Services, or, as a last resort, (d) terminate this agreement unilaterally by sending an email to you.

Indemnification:
If you violate the terms and conditions of this Agreement, you must reimburse us for any losses incurred by us and/or the third parties (whose rights you have violated). We reserve the right to pursue recourse against you for losses and other claims.

The Parties shall be released from liability for non-performance or improper performance of their obligations or a part thereof hereunder if they result from the force majeure (fire, flood, earthquake, act of God, acts of war and other force majeure circumstances), decision or prescriptions of public authorities and administration, due to which additional obligations or additional restrictions (license, customs, tax etc.) will be imposed on the Parties. In such a case, the Party's performance of its obligations hereunder shall be extended for the period during which such circumstances were in effect.

The force majeure shall not constitute the ground for release from liability for inadmissible actions under the terms and conditions of this Offer and the Service Agreement.

If the effects of the force majeure continue for more than six months, each of the Parties shall be entitled to waive the further performance of obligations hereunder, in which case the Agreement shall be deemed terminated if the Parties agree on the legal consequences in respect of all terms and conditions of this Agreement.

The Party unable to perform its obligations hereunder must notify the other Party of the same in writing within five days after the force majeure occurrence.
The force majeure occurrence must be confirmed by required documents issued by a relevant authorized body.

The terms and conditions of the Offer shall be valid until amended or withdrawn by the Administrator.

The termination (withdrawal) of the Offer shall not affect any legal rights, obligations, and liabilities that previously existed and arose prior to the Offer termination.

The offer shall be deemed made for an indefinite period and shall be valid until terminated by you or us.

The Service Agreement concluded in connection with the purchase of the Services shall be valid until the parties perform their obligations or until its completion (termination) as stipulated by the terms and conditions of the Offer.

You may discontinue using the Site and the Services at any time, without stating a reason. To stop using the Services, please, notify us about the same using the contact details posted on the site.

Please, note that once you cancel the Services (terminate the Agreement), you will lose access to the Services, Content, and full functionality of the site.

We reserve the right to terminate the Agreement with you without stating a reason, provided that we send you an email at least five (5) calendar days prior to the scheduled termination date.

We reserve the right to amend the text of this Offer by posting a relevant notice on this page and a new wording of the Offer. You are strongly advised to check this page and the date of the most recent change at the top of this page on a regular basis.

If the terms and conditions change, we will post their new wording directly on the product page.

If you do not object to the validity of the new terms and conditions and continue to use the Services, it will be deemed you have accepted the new wording.

You understand and agree that the use of the Services after the amendment of the terms and conditions shall be considered by us as their acceptance. If you object to the new version of the Offer or do not agree with any part thereof, we reserve the right to withdraw from the Agreement unilaterally in the prescribed manner.

If any judicial authority competent to hear the matter declares that one of the provisions of the concluded Agreement is invalid and such decision is not challenged, the relevant provision will be excluded from the Agreement while the other provisions remain valid. The remaining provisions of the Agreement shall remain valid and may be enforced by a court of law.

The relationship between the parties shall be governed by Ukrainian and U.S. law. In terms of the consumer protection law, the law of the user's country of residence shall apply. In terms of the laws on copyright and related rights, the governing law shall depend on the scope and object of relations.

This Offer shall become effective from the moment it is posted on the Internet at sv.club.