AcademyOcean License Agreement

This document constitutes an offer, i.e., an official proposal to enter into this License Agreement (the “Agreement”) on the terms and conditions set forth herein. This Offer becomes effective upon its publication on the website available at https://academyocean.com/ (the “Website”) and remains valid until withdrawn.

To access the AcademyOcean service available at app.academyocean.com (the “Service” or “AcademyOcean”), we propose entering into this Agreement between “IT SOFTWARE SOLUTIONS” LTD (the “Licensor,” “we,” “us,” or “our”) and the legal entity that you (the “Representative” or “you”) represent (the “Licensee”).

Information about the Licensor is available in the “Our Details” section of this Agreement.

Under this Agreement, the Licensor grants the Licensee, for a fee, the right to use the Service (the “License”) in accordance with the pricing, subscription term, functionality, and other conditions specified on the Website at https://academyocean.com/pricing (the “Plan”).

Upon execution of this Agreement, all prior agreements, negotiations, understandings, and arrangements relating to the Service and this Agreement shall be superseded and shall have no further legal force or effect.

To use the Service, you must register an account in the Service (the “Account”) on behalf of the Licensee. Thereafter, the Licensee may grant different levels of access to the Account to additional users. For more information, please refer to the “User Access” section.

When registering, you must provide the legal name of the Licensee you represent, together with any other information requested during the registration process.

By registering an Account in the Service, you represent and warrant that:

• •you have full legal authority to enter into this Agreement on behalf of the Licensee and to bind the Licensee to its terms;
• •the Licensee is a duly organized and validly existing legal entity or other business organization, or an individual lawfully carrying on business activities, in accordance with the laws of its jurisdiction of incorporation, registration, or establishment;
• •neither you nor the Licensee is subject to any applicable sanctions, trade restrictions, or export control laws that would prohibit or restrict the Licensee from entering into or performing this Agreement and does not have any owners who are residents of such territories, is not registered in, and does not conduct business activities in the Russian Federation, the Republic of Belarus, the Democratic People's Republic of Korea, the Islamic Republic of Iran, the Republic of Cuba, the Syrian Arab Republic, or the Bolivarian Republic of Venezuela;
• •all information provided during the registration process is true, accurate, complete, and will be kept up to date;
• •the Licensee agrees that this Agreement may be amended by written electronic communications exchanged between the email address specified in this Agreement and the email address provided during registration, unless otherwise required by applicable law;
• •you unconditionally accept this Offer and enter into this Agreement on behalf of the Licensee;
• •the Licensee enters into this Agreement solely for business purposes and not as a consumer. Accordingly, to the fullest extent permitted by applicable law, consumer protection laws shall not apply to this Agreement.

After the Account has been registered, we will contact you to conduct a verification of the Licensee and request certain registration documents. These documents are also required for the issuance of tax invoices where applicable.

Depending on the Licensee's legal form and jurisdiction, the requested documents may include, without limitation:

• •a certificate of incorporation, business registration certificate, or equivalent registration document;
• •constitutional or organizational documents, such as articles of incorporation, articles of association, bylaws, or similar documents, where applicable;
• •a tax or VAT registration certificate, where applicable;
• •documents evidencing the authority of the individual executing this Agreement on behalf of the Licensee, including a power of attorney or board resolution, where applicable; and
• •any other documents reasonably requested by the Licensor for compliance, verification, tax, accounting, or regulatory purposes.

We reserve the right to refuse to enter into this Agreement with you until the Licensee verification process has been successfully completed.

Upon successful completion of the verification process, we will notify you accordingly, and this Agreement shall be deemed concluded.

The Service is a learning management system (LMS) software application that is made available to the Licensee via the Internet. The functionality and features of the Service depend on the subscription plan selected by the Licensee (the “Plan”).

Subject to the terms of this Agreement and the applicable Plan, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service solely through the Account over the Internet. The Service may be accessed from an unlimited number of devices, provided that such access complies with this Agreement and the applicable Plan. Any use of the Service beyond the scope expressly permitted herein requires the Licensor's prior written consent.

The Service is licensed, not sold.

The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Licensor disclaims all warranties, representations, and conditions of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or that the Service will operate without interruption, error, or defect. The Licensor shall not be liable for any loss, damage, or other consequences arising from or relating to the use of, or inability to use, the Service, including any errors, interruptions, or failures in the operation of the Service, except as expressly provided in this Agreement or to the extent liability cannot be excluded under applicable law.

The Licensee may, at its own discretion and at no additional cost unless otherwise specified under the applicable Plan, grant different levels of access to the Service to its representatives, employees, trainees, students, contractors, or other authorized individuals (collectively, the “Users”) by assigning access permissions through the Service administration interface (the “Profile”). The Licensee shall remain fully responsible for all acts and omissions of its Users and for their compliance with this Agreement.

The Licensee is solely responsible for maintaining the confidentiality and security of all credentials and other means of access to the Account used by its Users and shall bear all consequences arising from any loss, disclosure, unauthorized access to, or unauthorized use of such credentials.

If the Licensee becomes aware of any actual or suspected loss, compromise, or unauthorized access to the Account or any User credentials, the Licensee shall promptly notify the Licensor and, in any event, no later than one (1) day after becoming aware of such incident.

Following the conclusion of the Agreement (i.e., registration and successful completion of the verification process), the Licensee shall select a Plan on the relevant page of the Licensor's Website and submit a request for an invoice for the License Fee through the contact form, by email, or through any other functionality available on the Website or in the Service.

The final License Fee for the selected Plan shall be the UAH equivalent of the price specified on the Website or in the Profile (unless we notify you otherwise based on your settings), calculated using the average selling exchange rate of United States Dollars (USD) or Euros (EUR) offered by Ukrainian commercial banks, as published on the website https://minfin.com.ua/ua/currency/banks (the “Currency Exchange Rates of Ukrainian Banks” widget) on the invoice date. VAT, if applicable, shall be added to the License Fee and reflected in the invoice.

The Licensee shall pay the invoice within five (5) Business Days of receipt. If this period expires, the Licensee shall request a new invoice.

Payment shall be deemed completed upon receipt of the funds in the Licensor's current bank account.

Following payment of the License Fee, we shall provide the Licensee with access to the Account and the functionality of the Service corresponding to the selected Plan within a reasonable period. The License term shall commence upon granting access to the functionality of the Service under the applicable Plan and shall continue until the expiration of the term specified in the applicable Plan.

Thereafter, the Licensee may manage payments through the Profile. To renew the License, the Licensee shall request an invoice in advance.

Upon receipt of such request, the Licensor shall issue a renewal invoice, and the Licensee shall pay it within five (5) Business Days of receipt, but no later than three (3) Business Days before the expiration of the previous License term.

Any change by the Licensee to the selected Plan or payment for an individual Plan during the License term shall be subject to our prior approval and may be requested through the contact form, by email, or through any other functionality available on the Website or in the Service. Upon changing the Plan or purchasing an individual Plan, the License Fee may be adjusted, and a new invoice may be issued in accordance with the parties' agreement.

Following each payment of the License Fee, the Licensor shall prepare and provide the Licensee with an acceptance certificate confirming the grant of non-exclusive rights to use the intellectual property object (the “Acceptance Certificate”), dated as of the date of payment of the License Fee.

The Licensee shall sign and return the Acceptance Certificate within ten (10) Business Days from the date of payment by means of a qualified electronic signature (where applicable), or any other legally valid electronic signature, through an electronic document management or electronic signature platform designated or accepted by the Licensor, including, without limitation, DocuSign, Dropbox Sign (formerly HelloSign), Adobe Acrobat Sign, PandaDoc, SignNow, or by any other method specified by the Licensor.

If the Licensee timely pays the relevant invoice but fails to provide the signed Acceptance Certificate within ten (10) Business Days, the Licensor reserves the right to execute the Acceptance Certificate unilaterally by indicating such unilateral execution therein, and such Acceptance Certificate shall constitute sufficient evidence that the License has been duly granted and accepted by the Licensee.

This Agreement shall remain in effect from the date of registration of the Account until it is terminated by either the Licensee or the Licensor.

The Licensor may, at its sole discretion, amend the text of this Offer at any time.

Any new version of the Offer shall become effective upon its publication on the Website.

The new version of the Offer shall also apply to this Agreement upon the expiration of the License term that is in effect at the time such new version of the Offer is published.

The Agreement may be terminated at any time by mutual agreement of the parties.

The Licensee may terminate the Agreement at any time by deleting the Account and notifying the Licensor through the contact form, by email, or through any other functionality available on the Website or within the Service. In such case, any License Fee paid for the License effective at the time of termination shall be non-refundable.

The Licensee's failure to use the Service shall neither suspend nor extend the applicable License term and shall not constitute grounds for any refund of the License Fee.

The Licensor may terminate the Agreement at any time by notifying the Licensee via the contact email address. In such case, the Agreement shall terminate upon the expiration of the License term in effect at the time of such notice, and the Licensee shall no longer be entitled to purchase or renew any License.

If the Licensee breaches this Agreement or any representations, warranties, or confirmations made hereunder, or if the Licensee becomes subject to applicable sanctions, export control restrictions, or engages in activities that would reasonably expose the Licensor to legal, regulatory, or sanctions-related risks, the Licensor may terminate this Agreement and revoke the License with immediate effect, without any obligation to refund any payments previously made.

Unless otherwise agreed between the Licensor and the Licensee, by entering into this Agreement, the Licensee:

• •

  authorizes the Licensor to publish information regarding the parties' cooperation, including, for example, displaying the Licensee's logo and trademark on the Licensor's Website in the “Clients” section, together with a brief description of the Licensee's business based on the information publicly available on the Licensee's website; and

• •

  consents to the use and publication of anonymized information regarding the Licensee's use of the Service, provided that such information does not contain any references or identifiers that would directly identify the Licensee or its website.

We process the personal data of Users for the purposes of performing this Agreement, providing the License, and improving the Service.

Such processing shall continue for the duration of this Agreement and for as long as the relevant Account remains active.

The procedures governing the storage and processing of Users' personal data are set out in our Privacy Policy.

For these purposes, we may transfer Users' personal data to our contractors and service providers, including those located in other countries, without separate notice, solely to the extent necessary to achieve the purposes described above.

By entering into this Agreement, the Licensee:

• •represents and warrants that it is legally entitled to provide the personal data of Users to the Licensor, whether directly or through the Users themselves;
• •consents to the processing and transfer of Users' personal data in accordance with this Agreement and the Privacy Policy; and
• •undertakes to use the Service in a manner that ensures compliance with all applicable data protection laws and respects the rights of Users in relation to their personal data.