USER AGREEMENT (TERMS OF USE)

PREAMBLE

• This Agreement shall be deemed concluded (entering into force) in electronic form in accordance with the Law of Ukraine «On Electronic Commerce» upon the unconditional and full acceptance (consent, Acceptance) by the Customer of the terms of this Agreement, as evidenced by the Customer’s completion and submission of the relevant electronic form confirming acceptance of the Agreement and/or use of the Platform without completing and submitting the electronic form.
• By accepting this Agreement, the Customer confirms that:
  • - They provide complete, accurate, and up-to-date information when ordering services.
  • - They are of legal age and possess full legal capacity.
  • - They have fully read and understood the terms of this Agreement, have no reservations or objections to the Agreement's provisions, and undertake to fulfil their obligations under this Agreement properly.
  • - They assume all risks and responsibility for understanding and complying with any applicable laws, regulations, and rules in their jurisdiction.
• This Agreement is concluded without requiring the Parties to sign written copies.
• This Agreement, concluded under the conditions specified above, is considered legally equivalent to a contract concluded in writing.
• This Agreement applies to all services, information, texts, and other products offered by the Provider.
• This Agreement, including the Privacy Policy, any other notices, policies, disclaimers, and waivers, constitutes the entire agreement between the Customer and the Provider.
• By importing data, content, or other materials onto the Platform, visiting the Platform, launching the Mobile Application, or using any other Services, the Customer confirms their acceptance of this Agreement.
• The Provider is not a party to legal relationships between the Customer and the Customer’s Clients. The relationship between the Customer’s Client and the Customer, including rights and obligations, is determined (may be determined) by separate agreements (public offers) concluded directly with the Customer.

DEFINITIONS

• Agreement – a document published on the Platform regulating the relationships between Customers, Visitors of the Platform and/or Mobile Application, and the Provider in the process of providing Services. This Agreement is a public offer contract and a contract of adhesion.
• Acceptance – the full, unconditional, and unequivocal acceptance by the Customer or Visitor of the Platform / Mobile Application of all terms of the Agreement without any exceptions and/or limitations, which is equivalent to the conclusion of a bilateral written contract.
• Website / Platform – the website owned by the Provider and available at https://tonversity.com/ , through which the Customer can purchase and receive the desired services.
• Mobile Application – software designed for use on smartphones, tablets, and other mobile devices, through which the Customer can purchase and receive the desired services.
• Visitor – a person who accesses the Platform / Mobile Application without the purpose of receiving services from the Provider.
• Customer – a Visitor who has accepted this Agreement and is the recipient (consumer) of the Services under this Agreement.
• Provider – a legal entity / individual entrepreneur and/or authorised persons who manage the Website and offer and provide Services to an unlimited number of persons, as listed on the Website.
• Services – the granting of a non-exclusive licence to online services of the Platform / Mobile Application by providing access to the Platform / Mobile Application’s information system for the purpose of ordering content and/or services from the Customer, as well as allowing the Customer to post informational materials on the Platform / Mobile Application for the purpose of informing the Customer’s Clients about them and/or providing services to the Customer’s Clients via the Platform / Mobile Application.
• Customer’s Clients – individuals receiving services from the Customer under a contract concluded between the Customer’s Client and the Customer.
• Tariff – information on the cost of Services, terms of discounts, and other conditions for specific services as defined on the Platform.
• Scope of Services – the list of Services available to the Customer within a particular tariff package for a specific period without additional payment.
• Tariff Package – a set of related parameters for the Scope of Services provided by the Provider for a specific period, Tariff, or number of Services, and the amount of payment the Customer must make to receive the Services.
• Information System – a set of organisational, technical, and software tools that ensure the storage, processing, and transmission of information.
• Account / Personal Account – a user account on the Platform / Mobile Application, access to which is implemented through personal login credentials.
• Content – information, intellectual property, including data files, educational materials, texts, audio, photo, and video files, speeches, talks, software, hyperlinks, and other information posted on the Platform / Mobile Application.
• In this Agreement, other terms not defined in this section may also be used. In such cases, the interpretation of terminology in this Agreement is determined according to its context. If there is no explicit interpretation within this Agreement, preference should be given to the definitions provided on the Platform, followed by definitions generally accepted in the Internet community.

SUBJECT OF THE AGREEMENT

• This Agreement, as well as the information regarding the Services presented on the Website, constitutes a public offer and an adhesion contract.
• The subject of this Agreement is the provision of paid access to the Customer’s Personal Account, as determined in accordance with the selected Tariff Plan, for the use of the information system of the Platform / Mobile Application, including by allowing the Customer to post their own informational materials.
• The Provider undertakes, under the terms and conditions set out in this Agreement and in accordance with the selected Tariff Plan, to provide Services in the form of access to the Customer’s Personal Account, technical capability for posting the Customer’s informational materials, managing the process of granting access to the Customer’s materials for their Clients, creating a chatbot with a neural network, and other services that may be available on the Platform.
• The Provider independently determines and publishes on the Platform / Mobile Application various variations of Tariff Plans, which may differ in scope, content, duration, and cost.
• The list of Services provided by the Provider set out in this Agreement is not exhaustive, and the full list of Services is available on the Platform and in the Personal Account.
• The procedure for the provision of Services, as well as their cost and other essential conditions, are determined by this Agreement and the information published on the Website.

TERM AND PROCEDURE FOR SERVICE PROVISION

• The Services under this Agreement are provided by the Provider remotely via the Internet by granting the Customer access to the information system of the Platform / Mobile Application through their Personal Account.
• The duration and details of the provision of the Services under this Agreement are subject to the specifics and features of the selected and paid Tariff Plan. Such details may be published by the Provider on the Platform.
• The provision of Services under this Agreement commences upon the Customer’s payment for the Services.
• The purchase of the Provider’s Services by the Customer guarantees the Customer access to the Services 24/7, twenty-four hours a day, seven days a week.
• Access to the Services is granted to the Customer upon 100% prepayment of the cost in the manner and through the method specified in this Agreement, on the Website, or otherwise communicated to the Customer.
• The Provider reserves the right to cancel the provision of access to the Services and/or the Personal Account, without any obligation to refund the paid amount, in the event of the Customer’s breach of this Agreement. Such breaches include, but are not limited to, the publication by the Customer on social media, the Internet, or any other means during the provision of Services of information prohibited under this Agreement, including incitement of interethnic conflicts, use of obscene language, or other forms of insult towards other Customers or the Provider. The Provider may modify the criteria for access cancellation at any time.
• The Customer is not entitled to create a Personal Account if their previous Personal Account was cancelled by the Provider.
• The Services provided under this Agreement are available to Customers who are individuals or legal entities that declare and warrant that:
  • - The Customer is at least 18 years old or has reached the legal age to enter into contracts under applicable law;
  • - The Customer has the legal capacity to enter into a legally binding contract and use the Platform / Mobile Application, and is not prohibited from using the Services under applicable law or any other relevant legislation;
  • - The Customer has not previously been restricted from using the Services or prohibited from accessing them;
  • - The Customer will not communicate with the Provider’s employees or contractors in a harmful, hateful, intimidating, threatening, racially or ethnically offensive, or otherwise unacceptable manner;
  • - The Customer will not translate, reverse engineer, decompile, disassemble, modify, or create derivative works based on the Platform / Mobile Application, whether in whole or in part;
  • - The Customer will not bypass, disable, disrupt, or otherwise interfere with any security-related feature of the Platform / Mobile Application;
  • - If the Customer is a legal entity, it is duly incorporated and operates in accordance with the laws of its jurisdiction, and its officers are duly authorised to act on its behalf.

PERSONAL ACCOUNT

• The Customer submits a request to create a Personal Account before using the Services. The Provider may, at its sole discretion, refuse to create the Customer’s Personal Account.
• When submitting a request to create a Personal Account, the Customer must provide complete and accurate information and agrees to promptly update any information to ensure its integrity and accuracy.
• By registering on the Platform / Mobile Application for a Personal Account, the Customer warrants that all information provided is accurate, valid, up-to-date, and complete. The Provider may, at any time and at its sole discretion, request additional information and/or verification of previously provided information. Failure to comply with these requirements may result in the temporary or permanent suspension of the Services and/or cancellation of the Personal Account.
• The Customer is prohibited from creating an Account on behalf of another individual or legal entity unless they are lawfully authorised to do so.
• The Customer is solely responsible for maintaining the security of their Personal Account. The Customer bears full responsibility for sharing their login, password, keys, or other access credentials with third parties.
• The Provider reserves the right to suspend or cancel the Personal Account without notice or explanation in the event of any breach of this Agreement.

RIGHTS AND OBLIGATIONS OF THE PARTIES

• The Provider undertakes to:
  • - Provide the Customer with the Services paid for by the latter, in accordance with this Agreement and the terms of the selected Tariff Plan;
  • - Inform the Customer about the status of their service request and the confirmation of successful payment;
  • - Create an account on the Platform / Mobile Application after the successful 100% payment of the selected Tariff Plan;
  • - Ensure the Customer’s personal access to their Personal Account within the agreed service period and in accordance with the terms of this Agreement. Access to the Platform is granted by the Provider upon full payment for the Services, as specified in this Agreement;
  • - Keep confidential any personal and/or sensitive information obtained from the Customer while providing Services under this Agreement, in accordance with the Privacy Policy and Data Protection Policy available on the Platform;
  • - Comply with confidentiality requirements, including the processing, transfer, and protection of the Customer’s personal data.
• The Provider has the right to:
  • - Unilaterally amend and/or supplement the terms of this Agreement without any special notice to the Customer regarding such changes or additions;
  • - Process the Customer’s personal data during the conclusion and execution of this Agreement and include it in the Provider’s personal data database;
  • - Reject a registration request from any Customer in case of a violation of the terms of this Agreement, including non-compliance with the registration process;
  • - Modify the technical characteristics and parameters of the software and hardware used to provide the Services, including temporary suspension of Services;
  • - Unilaterally change the content of the Customer’s Personal Account, the format of feedback and other consultations, and modify or supplement the information provided to the Customer;
  • - Engage third parties to fulfil its obligations under this Agreement;
  • - Receive remuneration for the provision of Services in accordance with the terms of this Agreement;
  • - At its sole discretion, remove information posted on the Website and take measures to restrict/suspend access to the Customer’s Personal Account if it violates the terms of this Agreement;
  • - Unilaterally terminate this Agreement in cases and under the procedures provided for in this Agreement;
  • - Demand compensation from the Customer for any damage caused by their actions.
• The Customer is prohibited from:
  • - Use the Services in accordance with the terms stipulated in this Agreement.
  • - Pay for the Services under the conditions and in the manner prescribed by this Agreement.
  • - Treat the Provider and other Customers with respect.
  • - Not transfer access to their Personal Account to third parties in any manner and maintain full confidentiality of their login credentials.
  • - Not copy or distribute in any way (including publishing, posting on other internet resources, transferring, or reselling to third parties) materials belonging to the Provider that were obtained during the provision of Services. The Customer shall not create derivative information products for commercial gain or use this information in any way other than for personal purposes. Breach of this provision will result in liability as stipulated in this Agreement.
  • - Properly notify the Provider of service cancellation in accordance with the terms of this Agreement.
  • - Accept, comply with, and adhere to all amendments and modifications made by the Provider to this Agreement.
  • - Review the latest version of this Agreement before each visit to the Platform and before using the Platform’s services.
  • - Familiarise themselves with the available payment methods and conditions before registration.
  • - Review the content, registration conditions, service provision procedures, and additional requirements. If any service terms, including payment procedures, are unclear, the Customer must clarify them or cease using the Platform.
  • - Discontinue use of the Platform if they disagree with the terms of this Agreement or any modifications thereto.
• The Customer is prohibited from:
  • - Inciting religious, racial, or ethnic hatred.
  • - Committing actions that violate the rights, freedoms, honour, or dignity of any individual.
  • - Using obscene language, even if disguised by other symbols.
  • - Provoking verbal disputes unrelated to the original cause of disagreement.
  • - Engaging in actions intended to mislead other users.
  • - Using any computer programmes for the automated collection of information on the Platform.
  • - Unlawfully collecting, systematising, storing, or distributing the personal information of other Customers.
  • - Posting computer viruses or programmes capable of disrupting or damaging the normal functioning of computer hardware, software, or telecommunication systems.
  • - Engaging in any other actions prohibited by this Agreement.
• The Customer has the right to:
  • - Receive information from the Provider regarding the organisation and proper execution of the Services under this Agreement.
  • - When ordering Services, provide the Provider with up-to-date and accurate information via form submissions or any other method on the Platform to enable communication with the Customer regarding the provision of Services under this Agreement.
  • - Use the received Services solely for their intended purpose on the Platform.

COST OF SERVICES AND PAYMENT PROCEDURE

• The cost of the Services provided by the Provider and available for order is specified on the Platform / Mobile Application or communicated to the Customer via personal messages. The Provider may change the cost of the Services at its sole discretion at any time unilaterally. Changes in the cost of the Services take effect from the moment the relevant information is published on the Platform / Mobile Application or through electronic mail distribution (if necessary).
• The Customer shall pay for the Services in the form of a 100% prepayment of the Service cost online through electronic payment systems specified on the Platform / Mobile Application or provided by the Provider to the Customer.
• The payment is considered completed at the moment the funds are credited to the Provider's bank account.
• The Platform / Mobile Application operates on an automatic deduction basis for Services. The Provider does not issue invoices unless initiated at its sole discretion.
• After full or partial payment of the Services, the funds are non-refundable.
• The Customer cannot demand a reduction in the cost of the Services or a refund if they have not used the Services.
• The Services are deemed provided at the moment the Customer is granted access to their Personal Account by sending a login, password, and/or other necessary credentials to the email address provided by the Customer during registration on the Platform / Mobile Application. The login, password, and/or other credentials are required for authentication in the Personal Account and access to the Services.

INTELLECTUAL PROPERTY RIGHTS

• All rights to the Platform / Mobile Application belong to the Provider.
• All components and content of the Platform / Mobile Application as a whole belong to the Provider and are protected by intellectual property protection laws. All rights are reserved. The Provider does not claim ownership of intellectual property rights belonging to third parties.
• The Provider may also use intellectual property objects owned by other persons in accordance with intellectual property protection laws.
• By granting the Customer the right to use intellectual property objects for the purposes of this Agreement, the Provider does not transfer any intellectual property rights to such objects and does not grant permission for their use for any purposes other than those defined in this Agreement.
• By providing the Customer access to the Personal Account, the Provider does not acquire any proprietary intellectual property rights to the objects uploaded by the Customer to the Platform / Mobile Application.
• The Customer does not transfer any intellectual property rights to the Provider for the objects uploaded to the Platform / Mobile Application. The Customer is solely responsible for the objects posted by them on the Platform / Mobile Application.
• The Customer agrees that the content and intellectual property objects uploaded by them to the Personal Account must not violate the intellectual property rights of third parties, general moral norms, and ethical principles.
• The Provider is not responsible and cannot be held liable for any violations of third-party intellectual property rights by the Customer. If the Provider receives claims or incurs any financial and/or reputational damages due to possible infringement of third-party intellectual property rights by the Customer, the Customer is obliged to compensate the Provider for the incurred damages within the time frame set by the Provider.
• The Customer acknowledges and agrees that all content and materials available on the Platform / Mobile Application (excluding content uploaded/created by the Customer) are protected, including but not limited to copyrights, trademarks, patents, trade secrets, and know-how. Reproduction, copying, or distribution of any materials or elements of the Platform / Mobile Application for commercial purposes without the Provider's written permission is strictly prohibited.
• By accepting the terms of this Agreement, the Customer agrees not to copy or distribute in any way (not publish, not post on other Internet resources, not transfer or resell to third parties) the content and materials belonging to the Provider obtained during the provision of Services, not to create information products based on them for commercial profit, and not to use this information in any way other than for personal use. Violation of this provision will result in liability as stipulated in this Agreement.

LIABILITY AND DISPUTE RESOLUTION PROCEDURE

• In case of non-fulfilment or improper fulfilment of obligations under this Agreement, the Parties shall be held liable in accordance with the applicable laws of Ukraine, taking into account the specific provisions set forth in this Agreement.
• In the event of non-fulfilment (improper fulfilment) by the Visitor / Customer of the obligations specified in clauses 6.3.1 - 6.3.11 of clause 6.3, clauses 4.10.1 - 4.10.10 of clause 4.10, and clause 5.3 of this Agreement, the Provider has the right to block the Visitor’s / Customer’s access to the Platform / Mobile Application.
• The Provider makes every reasonable effort to ensure the accuracy and reliability of the information displayed on the Website. However, the Provider shall not be liable for any errors or inaccuracies that may be found in the materials on the Website.
• The Customer acknowledges that they are solely responsible for the storage and access to content uploaded to the Platform. The Provider is not liable for any theft, copying, modification, or other actions related to the violation of the Customer’s rights to the content by third parties, including the Customer’s Clients.
• The Customer acknowledges their responsibility for their conduct while using the Platform / Mobile Application, receiving Services, and any consequences of their actions. The Customer agrees to use the Platform / Mobile Application solely for lawful and appropriate purposes, in compliance with this Agreement and any applicable laws or regulations. Specifically, and without limitation, the Customer shall not, nor allow any third party to:
  • - Send, upload, distribute, or offer any illegal, offensive, fraudulent, obscene, or otherwise objectionable content;
  • - Distribute viruses, defects, trojans, corrupted files, or any other destructive elements;
  • - Upload, publish, transmit, or otherwise make available any content that infringes upon patents, trademarks, copyrights, trade secrets, or other proprietary rights unless they own such rights or have permission to post such content;
  • - Use the Platform / Mobile Application to violate legal rights (such as privacy and publicity rights) of others or send unsolicited advertisements or bulk emails;
  • - Modify, adapt, or reverse-engineer any part of the Platform / Mobile Application or any software used to provide the Services;
  • - Remove any copyright notices, trademarks, or other proprietary rights from the Platform / Mobile Application or any content posted on it;
  • - Distribute through the Platform / Mobile Application any content that promotes hate speech, violence, or any materials, products, or services that violate criminal laws, applicable regulations, or third-party rights;
  • - Use bots, spiders, or any automated means to collect information about Visitors / Customers for unauthorised purposes;
  • - Use the Platform / Mobile Application or Services in any manner not specified in these Terms.
• The Provider shall not be liable to the Customer for failure or improper performance of obligations under this Agreement if such failure results from force majeure circumstances, including but not limited to fire, natural disasters, military actions, civil disturbances, epidemics, blockades, strikes, earthquakes, floods, as well as government decisions or regulations imposing additional obligations or restrictions on the Parties, making full or partial performance of the Agreement impossible. This also includes improper performance or delays by government authorities and organisations, regardless of their ownership structure, whose activities are connected with the Provider’s fulfilment of its obligations and service provision.
• The Parties acknowledge that due to failures in the operation of the Platform / Mobile Application, virus or hacker attacks, technical malfunctions, and other force majeure circumstances, Customer data may become accessible to third parties. The Customer understands and agrees that they shall not make claims against the Provider in this regard.
• In case of non-fulfilment or improper fulfilment of obligations under this Agreement, the Party whose rights have been violated shall send a written claim to the other Party.
• Any claims from the Customer to the Provider regarding the provision of Services must be sent to the Provider’s email address specified on the Platform in the form of a scanned copy, signed using a digital electronic signature. If the Customer fails to comply with the procedure and conditions for submitting such a claim, it shall be deemed improperly submitted and shall not create any legal consequences for the Provider.
• Any disputes, disagreements, or claims arising from or in connection with this Agreement shall be resolved in the appropriate court in accordance with the territorial and subject-matter jurisdiction under the laws of Ukraine. The language of legal proceedings shall be Ukrainian.
• The decisions of the aforementioned courts shall be final and binding on both Parties, but they may be modified by a settlement agreement between the Parties.

• The Platform / Mobile Application may contain links to third-party websites, services, or resources that are not owned or controlled by the Provider.
• A description or reference to a third-party product or service (including but not limited to descriptions or hyperlinks) shall not be construed as an endorsement or promotion of such third-party products or services by the Provider. The Provider reserves the exclusive right to add, modify, or terminate access to any third-party service at its discretion.
• The Provider does not control and is not responsible for the content, privacy policies, or actions of any third-party websites, services, or resources. The Provider shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites, services, or resources. The Customer and the Customer’s Clients bear full responsibility for all actions or omissions of any third party.

TERM OF THE AGREEMENT AND OTHER CONDITIONS

• This Agreement comes into force upon the Customer’s acceptance of its terms / use of the Services and remains in effect until the Parties have fully performed their obligations.
• This Agreement may be terminated, and access to the Platform / Mobile Application may be suspended or revoked by the Provider at any time, with or without cause, with or without notice.
• The Provider has the right to amend this Agreement without the consent or notification of the Customer.
• A new version of this Agreement takes effect upon its publication on the Platform / Mobile Application, unless otherwise provided by the new version of the Agreement.
• Correspondence shall be conducted via the following email address: [email protected].