Offer

Effective: Jule 26, 2024

JSC AI TEXTURA, hereinafter referred to as the Offeror, represented by JSC AI TEXTURA, acting on the basis of certificates, addresses this Offer Agreement (hereinafter referred to as the Agreement) to any person (to an unspecified group of persons) whose will will be expressed by him personally or through an authorized representative who has expressed willingness to accept the Offeror's offer, on the conditions specified below. An agreement is a public offer, the acceptance of the terms (acceptance) of which is the performance of actions provided for in the Agreement.

Terms and definitions

The Offer is the present document (Contract) posted on the Internet at: app.aitextura.com . According to the Agreement, the words offer and Contract are equivalent.

Acceptance is the full and unconditional acceptance of an offer by performing the actions specified in clause 2.1 of the Agreement.

The User is a legal entity or a capable individual, as well as an individual entrepreneur who has concluded an Agreement by acceptance, on the terms contained in the offer.

The Offeror's website is a collection of interconnected web pages combined under a single domain name or ip address, hosted on the Internet at app.aitextura.com .

Personal Account is a personal section of the User on the Offeror's website, which is logged in by entering User credentials, in which the User can manage individual services on the Offeror's website, including ordering, connecting, and disconnecting them, on the terms proposed by the Offeror.

Registration is a set of User actions in accordance with the instructions specified on the Offeror's website, including the provision of credentials and other information performed by the User using a special user interface form on the Offeror's website in order to create a personal account and gain access to certain services on the site.

Credentials are a unique login (email address) and password that are created independently by the User during the registration of the personal account or changed later and used to access the User's personal account.

1. Subject of the agreement

1.1. In accordance with the Agreement, the Offeror undertakes to grant the User the rights specified in clause 5.3 of the Agreement to use the information materials posted on the Offeror's website (hereinafter referred to as the information materials) by granting the User access rights to the service in accordance with the procedure provided for in Section 4 of the Agreement.

1.2. The volume of information materials and the period of time during which they are provided to the User are set in accordance with the selected tariff plan posted on the web page of the Offeror's website at app.aitextura.com , which defines the list of information materials, as well as the time period during which the information material is available to the User.

1.3. Access to information materials is provided after acceptance, in accordance with the procedure provided for in clause 2.1 of the Agreement and within the time period specified in the tariff plan.

1. The procedure for concluding the contract

2.1. The acceptance of the Agreement is the registration by the User of a personal account on the web page of the Offeror's website at app.aitextura.com .

2.2. By accepting the Agreement in accordance with the procedure specified in clause 2.1 of the Agreement, the User guarantees that he has read, agrees, fully and unconditionally accepts all the terms of the Agreement.

2.3. The User understands that the acceptance of the Agreement is equivalent to the conclusion of the Agreement on the terms set out in the Agreement.

2.4. The Offer comes into force from the moment it is posted on the Internet at app.aitextura.com and it is valid until the withdrawal of the offer.

3. Rights and obligations of the parties

3.1. The User undertakes to:

3.1.1. Make the payment in the manner, amount and terms stipulated by the Agreement and the relevant tariff plan.

3.1.2. Do not transfer access rights to information materials to third parties or use them in any other way that could damage the interests of the Offeror.

3.1.3. Keep secret and not disclose to third parties information about your account that gives access to the User's personal account. If such information becomes known to third parties for one reason or another, the User undertakes to change it immediately.

3.1.4. Do not take any actions that may lead to disruptions in the functioning of the Offeror's website, including actions that are associated with increased load on the website.

3.1.5. Do not use any devices or computer programs to interfere or attempt to interfere with the normal functioning of the Offeror's website.

3.1.6. At the request of the Offeror, provide the latter with the information and documents necessary to identify the User, including when the User sends applications, notifications, etc. to the Offeror.

3.1.7. Comply with the requirements of the legislation of Georgia and other regulatory acts of Georgia, as well as the provisions of the User Agreement posted on the web page docs.aitexuta.com/policies and the terms of the Agreement.

3.1.8. Independently monitor all changes in the terms of the Agreement and the User Agreement by reviewing their contents.

3.2.The Offeror undertakes to:

3.2.1. Provide the User with access to information materials by providing access to the protected pages of the Offeror's website.

3.2.2.To use all personal data and other confidential information about the User only to fulfill its obligations under the Agreement, not to transfer or show to third parties the documentation and information about the User in its possession.

3.2.3. Take all necessary measures to protect the User's personal data known to the Offeror.

3.2.4. Provide technical support for the Offeror's website, domain name, database, as well as other website functionality provided to the User.

3.3.The User has the right to:

3.3.1. After obtaining access rights to information materials, use them to the extent and in accordance with the procedure established in the Agreement.

3.3.2. Require the Offeror to perform the Contract properly.

3.3.3. Contact the Offeror on all issues related to the performance of the Contract.

3.4.The Offeror has the right:

3.4.1. Enter, edit or delete any information from the Offeror's website.

3.4.2. Suspend the operation of the website for preventive maintenance, no more than 5 times a month.

3.4.3. At any time, unilaterally (out of court), make additions and changes to the terms of the Agreement. The use of the Offeror's website after the entry into force of the additions and/or amendments to the Agreement means the User's consent to all additions and/or changes.

3.4.4. Receive from the User any information necessary to fulfill their obligations under the Agreement. In case of non-presentation or incomplete or incorrect presentation of information by the User, the Offeror has the right to suspend or terminate the User's access to information materials.

3.4.5. Suspend or terminate the User's registration and access to the personal account if the Offeror reasonably believes that the User is engaged in illegal activities, violates the terms of the Agreement or User Agreement.

4. The procedure for granting access rights to information materials

4.1. Registration of a tariff plan by the User for granting access rights to information materials is subject to mandatory registration of the User on the Offeror's website, and after registration - subject to the User entering identification data, which includes login and password.

4.2. The User selects and issues a tariff plan through the User's personal page on the Offeror's website, access to which is provided after registration to the User of the personal account on the Offeror's website.

4.3. Registration of a personal account on the Offeror's website is carried out by the User independently, by performing the following actions: In the registration section, the User enters an e-mail address (E-mail) and Phone number in the required input fields. After that, a personal account is automatically created for the User, and an email with a temporary password is sent to the email address specified during registration, which must later be changed by the user in the personal account.

4.4. Registration of the personal account is carried out to one User's email address once. Re-registration of a new personal account on the Offeror's website using the email address previously specified during registration is not allowed. The User can change the credentials in the personal account independently. In case of a change in the details, the User is obliged to immediately make appropriate changes in the personal account, and if it is impossible to independently change such data, notify the Offeror of such changes. At the same time, the Offeror has the right to verify the correctness of the User's details specified in the personal account by checking with available data sources, and if there are discrepancies, correct the relevant data using the User's specified E-mail as the User's identifier.

4.5. Any action performed in the User's personal account using his credentials is considered an action performed by the User himself or by a person authorized by him. Executing a command (click, keystroke, etc.) through the Offeror's website interface means the User's will to perform certain actions in accordance with the Offeror's price and other parameters.

4.6. The time of validity of the tariff plan connected to the User, as well as their cost, is recorded by the Offeror's operating system in the User's personal account. The User hereby confirms and agrees that the statistical data of the Offeror's operating system are sufficient to confirm the granting of access rights to information materials.

4.7. In accordance with the tariff plan chosen by the User, the Offeror undertakes to provide the User with access to information materials, from the moment the tariff plan is activated (acceptance of the Agreement) and within the prescribed time, up to the maximum volumes fixed in the tariff plans, and the User undertakes to pay for the selected tariff plan, regardless of the use of the provided He's right.

4.8. Access to information materials is opened in the User's personal account, which is logged in by entering User credentials.

4.9. The extension of access to information materials is carried out through the User's personal account by performing actions aimed at purchasing (extending) the tariff plan.

4.10. The moment when the User is granted access rights to the information material and rights to use it is when the User accepts it, in accordance with clause 2.1 of the Agreement, and in case of an extension of the tariff plan, after performing the actions provided for in clause 4.9 of the Agreement, access to which is reflected in the User's personal account.

4.11. Access to information materials is considered granted, and the rights to use them are transferred, if the User does not submit written claims to the Offeror about improper performance of the Agreement within 7 calendar days from the date of granting the rights.

5. Intellectual property rights

5.1. All exclusive intellectual property rights available on the Offeror's website, including design elements, text, graphics, illustrations, videos, computer programs, databases, music, sounds and other objects posted on the Offeror's website, as well as their components and elements, are objects of exclusive the rights of the Offeror and other copyright holders.

5.2. The alienation (sale) of exclusive rights is not the subject of the Agreement.

5.3. Under the Agreement, the Offeror grants the User the right to use the information material posted on the Offeror's website functionally under the terms of a simple (non-exclusive) license.

5.4. The use of information materials posted on the Offeror's website in other ways, including by copying (reproducing) information materials, as well as design elements, computer programs and databases included in it, their decompilation, modification, and subsequent distribution, public display, and public disclosure (except for information provided by provided by the User himself) are strictly prohibited, unless otherwise provided by the Contract or agreement with the User.

5.5. The term for granting the rights to use the information materials posted on the Offeror's website is set within the time period during which the information material is available to the User, in accordance with the procedure provided for in the Agreement.

5.6. The User's use of the Offeror's website, as well as the posted information material, is permitted provided that all copyright, related rights, and trademarks are preserved, the author's name (or pseudonym)/copyright holder's name is preserved unchanged, and the corresponding object is preserved unchanged. Exceptions are cases directly provided for by the legislation of Georgia or additional agreements.

5.7. The Offeror's website may contain links to third-party websites. These sites and their content are not checked by the Offeror for accuracy, completeness, legality, etc. The Offeror is not responsible for any information or materials posted on third-party sites that the User accesses in connection with using the Offeror's site.

5.8. A link to a third-party website, service, product, and any commercial or non-commercial information posted on the Offeror's website does not constitute an endorsement or recommendation of these products, works, or services by the Offeror, unless explicitly indicated by the Offeror.

6. Cost and payment procedure

6.1. The Offeror's remuneration under the Agreement is determined in accordance with the tariff plan selected by the User, posted on the Offeror's website at app.aitextura.com . VAT is not charged.

6.2. Payment under the Agreement is made in the order of 100 (one hundred) percent prepayment.

6.3. Payment method under the Agreement:

• transfer of funds by the User in USD (Dollar) or GEL (lari) currency to the Offeror's current account;

In this case, the User's obligations regarding payment are considered fulfilled at the time of crediting funds to the Offeror's current account or, when paying using electronic funds, at the time of receiving verified information about payment receipt from the relevant payment system.

The choice of the payment method is made by the User at his own discretion.

6.4. Payment by the User is made with the indication of the User's number specified in the personal account, name and INN (for legal entities and individual entrepreneurs) and/or other details identifying the payment. When paying by wire transfer based on an invoice, the billing information is also indicated in the payment document.

6.5. In the absence of the data specified in clause 6.4 of the Agreement, allowing to determine the name of the payment and (or) the person who made the payment, the Offeror has the right to independently identify the payment according to its own accounting data, and in case of impossibility, consider the payment obligations not fulfilled. At the same time, the Offeror is not responsible for losses incurred by the User and (or) third parties due to the User's failure to provide correct data.

6.6. As part of promotional events (promotions), discounts on payments (bonuses), prizes, etc. may be provided. The conduct of such promotional events (promotions) and the terms of discounts (bonuses) and/or prizes are governed by special rules published on the Offeror's website or agreements with the User.

6.7. The Offeror has the right to unilaterally change the cost of the tariff plans without notifying the User. Extending the use of a previously issued tariff plan at new prices means that the User agrees to such changes.

Payment by the User is carried out according to the tariffs in force at the time of payment.

7. Personal data

7.1. To fulfil the terms of the Agreement, the User agrees to provide and gives consent to the processing of their personal data by the Controller — Joint Stock Company “AI TEXTURA” (JSC AI TEXTURA) — in accordance with the Law of Georgia on Personal Data Protection, under this Policy and the Agreement. “Personal data” means the User’s personal information provided when accepting the offer/registering/using the Service (including name, contact details, payment details, service identifiers, etc.). The User may withdraw consent at any time where processing relies on consent.

7.2. The Offeror guarantees confidentiality with respect to the User's personal data and provides access to personal data only to those employees who need this information to fulfill the terms of the Agreement, ensuring that these persons respect the confidentiality of personal data and the security of personal data during their processing.

8. Responsibility of the parties

8.1. 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 Georgia.

8.2. The Offeror is not responsible and is not responsible for possible losses caused to the User in the event of:

8.2.1. Technological failures of public communication channels through which access to the Offeror's website is carried out or loss of Internet access;

8.2.2. Errors, omissions, interruptions in work, deletion of files, defects, delays in work or data transmission and other technological reasons that arose through no fault of the Offeror;

8.2.3. Unauthorized access to the User's personal account.

8.3. The User is solely responsible for ensuring that the content of the materials posted on the Offeror's website complies with the requirements of current legislation, including liability to third parties.

8.4. Any information and/or materials accessed by the User using the Offerer's website is used by the User at his own risk and is solely responsible for the possible consequences of using the specified information and/or materials, including for damage caused to himself and third parties.

8.5. In case of losses caused by the Offeror's fault, the Offeror is liable to the User in an amount not exceeding the value of the remuneration paid for the relevant period.

9. Grounds for amendment and termination of the agreement

9.1. The Agreement may be terminated by agreement of the Parties, as well as unilaterally at the written request of one of the Parties on the grounds provided for by the Agreement and legislation.

9.2. The Contract is terminated unilaterally within 7 calendar days from the date of receipt by the Party of such a request.

9.3. In case of violation by the User of the terms of the Agreement, the User Agreement and the current legislation, the Offeror has the right to unilaterally (out of court) suspend and restrict the User's access to the personal account and information materials posted on the Offeror's website or terminate the Agreement by blocking the User's access to the personal account with simultaneous termination of full access to information materials, without special notifications about this to the User.

9.4. The Offeror has the right to unilaterally (out of court) amend the terms of the Agreement at any time. Changes to the terms of the Agreement come into force from the moment they are posted in the manner prescribed for the placement of the offer.

9.5. The Offeror has the right to unilaterally cancel the Contract at any time, both in full and in part, notifying the User about it through the Offeror's interface, by e-mail or otherwise.

10. Dispute resolution from the contract

10.1. The claim procedure is mandatory. The dispute may be submitted to the arbitration court for resolution after the parties have taken pre-trial settlement measures after thirty calendar days from the date of filing the claim.

10.2. Disputes arising from the Agreement are resolved in court in accordance with the legislation.

11. Circumstances of force majeure (force majeure)

11.1. The Parties are released from liability for full or partial non-fulfillment of obligations under the Agreement in the event that the non-fulfillment of obligations was the result of force majeure, namely: fire, flood, earthquake, strike, war, actions of government authorities or other circumstances beyond the control of the Parties.

11.2. A Party that is unable to fulfill its obligations under the Agreement must promptly, but no later than 7 calendar days after the occurrence of force majeure circumstances, notify the other Party in writing, providing supporting documents issued by the competent authorities.

11.3. The Parties acknowledge that insolvency is not a force majeure event.

12. Details of the Offeror and contact information

Name:	AI Textura JSC
ID:	404599136
Address:	Georgia, Tbilisi, Saburtalo district, Gamsakhurdia Avenue, №34, nearby ; Gamsakhurdia Avenue, №34 ; Al. Kazbegi Avenue, №2, (plot №13/010) ; Al. Kazbegi Avenue, №2, (plot №13/011) ; Gamrekeli Street, nearby №19, II floor, room №4
Account number (IBAN):	GE68BG0000000609230493
Intermediary Bank:	Citibank N.A., New York, USA; SWIFT: CITIUS33
Account With Institution:	Bank of Georgia, SWIFT: BAGAGE22; 29a Gagarin street, Tbilisi 0160, Georgia