SERVICES AGREEMENT
This Services Agreement (this “Agreement”) is entered into the date when the service was scheduled (the “Effective Date”) by and between Probiovita UAB (“Probiovita”) whose address is Birutes g.22-43, Klaipeda, 91210, Lithuania and anyone who reserves the service (the “Client”) (collectively the “Parties”).
WHEREAS, Probiovita is engaged in this business of providing mentoring services and products; and
WHEREAS, The Client desires to engage Probiovita to provide such mentoring services and products as more specifically described in the Exhibit attached hereto.
NOW, THEREFORE, the Parties agree to the following:

SECTION 1: SERVICES
1.1 Services and Service Fee: Under the terms of this Agreement, Probiovita agrees to provide the Services in exchange for the Services Fee (as defined in the Exhibit attached hereto).
1.2 Term: This Agreement will commence on the Effective Date and shall continue for the time period set forth on the Exhibit attached hereto (the “Term”) unless earlier terminated in accordance with the terms of this Agreement. Section 3 and 4 of this Agreement shall survive termination of this Agreement.
1.3 No Refunds: The Service Fee is non-refundable. The Client agrees and understands that the Client is foregoing the right to claim any refund of the Service Fee in the event of Client’s termination of the Agreement pursuant to Section 2.4.
SECTION 2: NO WARRANTIES
2.1 Success Not Guaranteed: By accepting the terms of this Agreement, the Client agrees and understands that Probiovita guarantees no specific results.

2.2 Limited Liability: In no event will Probiovita be liable to the Client or any party related to the Client for any damages or loss related to the Services provided. Natalia Matveeva and Probiovita are not responsible, and shall not be liable for any direct, indirect, incidental, special, or consequential damages relating directly or indirectly to any action or inaction that the Client takes based on the Services offered, information provided, or other material obtained related to the Services. Limitations herein described shall be applied to the greatest extent enforceable under applicable law. For the avoidance of doubt, Probiovita will not be responsible for the malfunction of servers, chatbots, or technology services provided by third parties.
2.3 Cooperation with the Services: The Client acknowledges that by entering into this Agreement, the Client commits and agrees in good faith to cooperate with ProBiovita in its delivery of the Services.
2.4 Termination: Either Party may terminate this Agreement by providing written notice to the other. Should Services be terminated by the Client, no refund will be provided to the Client per Section 1.3 of this Agreement.
SECTION 3: CONFIDENTIALITY
3.1 Intellectual Property: The Client acknowledges that materials related to the Services are the sole property of Probiovita. This Agreement does not grant the Client any ownership or other right or interest in the materials or any other element related to the Services, or any other intellectual property rights of Probiovita. The Client agrees not to disperse or reuse the materials unless the Client has prior written permission.
3.2 Client Confidentiality: Probiovita protects the confidentiality of all communications with the Client and will not voluntarily communicate confidential information to any other third party provided that such third party is not responsible for providing Services and/or an agent or employee of Probiovita.
SECTION 4: MISCELLANEOUS
4.1 Indemnification: The Client will, at the Client’s own expense, defend, indemnify, and hold Probiovita, its agents, and employees harmless from any and all claims, actions, liabilities, injuries, damages, losses, grants, costs, and expenses, including attorney fees, arising out of or in connection with any use by the Client of the Services of this Agreement.
4.2 Arbitration. Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The tribunal will consist of a sole arbitrator. The seat of the arbitration will be New York, New York, United States of America. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. This Section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement, except that a party may seek a preliminary injunction or other injunctive relief in any court of competent jurisdiction if in its reasonable judgment such action is necessary to avoid irreparable harm.
4.3 Integration: This Agreement, along with any additional terms or policies incorporated herein by reference, represents the entire Agreement between the Client and Probiovita. This Agreement supersedes and replaces any prior proposal, representation, or understanding the Client may have had with Probiovita relating to the Services whether oral or written.
4.4 Governing law: This Agreement shall be governed by and interpreted in all respects in accordance with the laws of the United States of America and the State of New York.
4.5 Attorneys’ Fees and Legal Expenses: If any proceeding or action shall be brought to recover any amount under this Agreement, or for or on account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to recover from the other party, as part of the prevailing party’s costs, reasonable attorneys’ fees, the amount of which shall be fixed by the court, and shall be made a part of any award or judgment rendered.
4.6 Counterparts: This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.



By reserving Services, the Client acknowledges and agrees to all aforementioned terms and conditions of this Agreement, including but not limited to those related to the Service Fee, Probiovita’s no refund policy, and terms relating to confidentiality.

Exhibit

Mentorship Sessions

Services: Under the terms of this Agreement, Probiovita agrees to provide one or more mentorship sessions for up to two (2) hours per session to the Client in the form of Audio and/or Visual Presentations, and Audio and/ or Video Coaching Calls and evaluations (“Services”) in exchange for the Services Fee (defined below). Services can be requested at any time during the Term of this Agreement, provided that such Services occur at a mutually agreeable time. For the avoidance of doubt, any unused Services shall terminate at the end of the Term and shall be forfeited at that time.
Service Fee: In consideration of the Services, the Client agrees to pay Probiovita the amount stated on the reservation page in European Euros for the Services provided by Probiovita (the “Service Fee”).
Term: Twelve months.