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Legal Document · V.ASIA

Terms & Conditions

Last updated: April 2026  ·  Governing law: State of Israel  ·  V.ASIA, Sole Proprietor

01

Parties & Definitions

These Terms and Conditions ("Agreement") govern the relationship between V.ASIA, a sole proprietorship registered in Israel, operated by Asia Astar Zafrani, with a registered address at Refael Eitan 12, Petah Tiqva, Israel ("Service Provider", "we", "us") — and the individual or entity who has applied for and confirmed engagement of the MT Elite Brand Advisory™ Personal Edition ("Client", "you").

By submitting an application form, confirming an engagement in writing, or making a payment, you agree to be bound by this Agreement in its entirety.

For the purposes of this Agreement, the following definitions apply:

02

Scope of Services

The Service Provider agrees to provide the following during the Engagement Period:

The Advisory Service does not include: content creation, social media account management, copywriting for third parties on behalf of the Client, website development, paid advertising management, or any services not explicitly listed above.

The Service Provider reserves the right to modify the specific format, sequencing, or delivery method of any deliverable, provided that the overall scope and quality of the engagement is not materially diminished.

03

Engagement Period & Scheduling

The Engagement Period is three (3) months from the agreed Start Date, as confirmed in writing between the parties. The Engagement Period will not begin until the first payment (or full payment) has been received and confirmed.

Sessions are scheduled on a mutually agreed weekly basis. The Client is responsible for attending scheduled sessions. Sessions missed by the Client with less than 24 hours' notice will be forfeited and will not be rescheduled.

The Service Provider will make reasonable efforts to reschedule sessions cancelled by the Client with more than 24 hours' notice, subject to availability. No guarantee of rescheduling is provided.

The Engagement Period will not be extended due to missed sessions, except at the sole discretion of the Service Provider.

WhatsApp access is available during the Service Provider's reasonable working hours (Sunday–Thursday, 09:00–18:00 Israel Standard Time). The Service Provider will endeavour to respond within 24–48 business hours. WhatsApp access does not constitute an emergency or crisis service and does not guarantee real-time responses.

04

Investment & Payment

The service fee is denominated in United States Dollars (USD) and is payable via bank transfer only. The Client is responsible for all bank transfer fees and any currency conversion costs.

Option A — Monthly: Three payments of USD 4,500, totalling USD 13,500. The first payment is due upon signing this Agreement. Subsequent payments are due on the same calendar date in each of the two following months.

Option B — Single Payment: One payment of USD 12,000, due in full before the Start Date.

Bank transfer details will be provided upon confirmation of engagement. The Engagement Period will not commence until the first payment (or full payment under Option B) has been received and confirmed by the Service Provider.

In the event that a monthly payment under Option A is not received within five (5) business days of its due date, the Service Provider reserves the right to suspend the provision of services until payment is made, without any extension of the overall Engagement Period.

05

Refund & Cancellation Policy

All payments made are non-refundable. By engaging the Advisory Service, the Client acknowledges that the Service Provider reserves dedicated time, capacity, and strategic resources specifically for the Client, and that this opportunity cost cannot be recovered once the engagement has commenced.

If the Client chooses to discontinue the engagement for any reason, all fees already paid remain non-refundable, and any remaining scheduled monthly payments under Option A remain due and payable in full.

If the Service Provider is unable to fulfil the engagement due to circumstances solely and directly attributable to the Service Provider (excluding force majeure events under Section 11), the Service Provider will offer either: (a) a pro-rated refund for the unused portion of the engagement, calculated from the date services ceased; or (b) an equivalent extension of the engagement at a mutually agreed future date. This constitutes the Client's sole remedy in such circumstances.

The Service Provider reserves the right to terminate the engagement immediately and without refund if the Client engages in conduct that is abusive, threatening, or that otherwise makes the continuation of a professional working relationship untenable, at the Service Provider's sole and reasonable discretion.

06

Intellectual Property

All Proprietary Materials — including but not limited to the Multi-Talent Ecosystem Method™, the Brand Spine™, the MT Brand Architecture framework, the Multi-Talent Diagnostic Map™, and any other named methodology, framework, system, or branded concept provided during the engagement — remain the exclusive intellectual property of V.ASIA and Asia Astar Zafrani at all times, before, during, and after the Engagement Period.

The Client is granted a personal, non-exclusive, non-transferable, revocable licence to use the Deliverables created specifically for them during the engagement solely for the purpose of developing and operating their own personal brand. This licence does not permit the Client to resell, sublicense, teach, reproduce for commercial purposes, or otherwise exploit any Proprietary Material belonging to the Service Provider.

The Client retains full ownership of all intellectual property they bring to the engagement, including their business name, original content, and pre-existing brand assets. No rights to the Client's pre-existing IP are claimed by the Service Provider.

Any feedback, suggestions, or input provided by the Client regarding the Service Provider's methods or materials does not create any ownership interest for the Client in those methods or materials.

07

Confidentiality

Each party agrees to hold in strict confidence all non-public, proprietary, or sensitive information disclosed by the other party in connection with the engagement ("Confidential Information"), and not to disclose such information to any third party without prior written consent.

The Service Provider will not share, publish, reference, or otherwise disclose the Client's business information, personal circumstances, strategies, or challenges without the Client's explicit written consent — except where disclosure is required by applicable law or a competent authority.

The Client will not share, publish, reproduce, teach, distribute, or otherwise disclose the Service Provider's Proprietary Materials, session content, frameworks, templates, written materials, or strategic methodologies to any third party, whether for commercial gain or otherwise.

These confidentiality obligations survive the termination or expiry of this Agreement for a period of two (2) years.

Nothing in this section prevents either party from disclosing information that: (a) is or becomes publicly available other than through a breach of this Agreement; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed without reference to the Confidential Information.

08

Results Disclaimer

The Service Provider provides strategic guidance, brand architecture frameworks, and advisory support. The Advisory Service is educational and consultative in nature.

Results achieved by the Client — including but not limited to business growth, revenue generation, audience growth, client acquisition, or increased visibility — are dependent entirely on the Client's own efforts, consistency, implementation decisions, and individual circumstances. The Service Provider makes no guarantee, representation, or warranty, express or implied, regarding any specific business, financial, or personal outcome.

Any case studies, client examples, testimonials, or outcomes referenced in the Service Provider's marketing materials are illustrative of what some clients have experienced and are not a representation or guarantee of similar results for any other client.

The Client enters this engagement understanding that they are the decision-maker in their own business, and that the Service Provider's role is to provide strategic support — not to make decisions on their behalf or guarantee outcomes.

09

Client Obligations

The Client agrees to engage with the Advisory Service in good faith, which includes:

The quality and relevance of the Advisory Service is directly dependent on the Client's active participation and honest disclosure. The Service Provider is not responsible for outcomes resulting from the Client's failure to implement agreed strategies, provide accurate information, or engage consistently with the process.

10

Limitation of Liability

To the maximum extent permitted by applicable Israeli law, the Service Provider's total aggregate liability to the Client in connection with this Agreement — whether arising in contract, tort (including negligence), or otherwise — shall not exceed the total fees actually paid by the Client under this Agreement.

The Service Provider shall not be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, loss of data, or reputational damage, even if the Service Provider has been advised of the possibility of such damages.

Nothing in this Agreement limits or excludes either party's liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability that cannot be excluded or limited under applicable Israeli law.

11

Force Majeure

Neither party shall be held in breach of this Agreement or liable for any delay or failure in performance to the extent that such delay or failure results from circumstances beyond that party's reasonable control, including but not limited to: illness or medical emergency, natural disasters, acts of war or terrorism, government actions, internet or platform outages, or other events of a similar nature ("Force Majeure Event").

The party affected by a Force Majeure Event will notify the other party as soon as reasonably practicable. Both parties will make good-faith efforts to reschedule or adjust the engagement as appropriate. Extended Force Majeure Events exceeding 60 consecutive days may entitle either party to terminate the Agreement, in which case the Service Provider will provide a pro-rated refund for the portion of the engagement not yet delivered.

12

Governing Law & Dispute Resolution

This Agreement is governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws principles.

In the event of a dispute arising from or in connection with this Agreement, the parties agree to first attempt resolution through good-faith negotiation. Either party may initiate this process by delivering written notice of the dispute to the other party.

If the dispute is not resolved within thirty (30) days of such notice (or such longer period as mutually agreed), the dispute shall be submitted to the exclusive jurisdiction of the competent courts located in Tel Aviv, Israel.

13

Amendments & Entire Agreement

The Service Provider reserves the right to update these Terms and Conditions at any time. The version in effect at the time of the Client's engagement confirmation governs that engagement. Any material changes will be communicated to active clients in writing with reasonable notice.

This Agreement, together with any written engagement confirmation exchanged between the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, discussions, negotiations, or agreements, whether oral or written.

No amendment to this Agreement is valid unless made in writing and acknowledged by both parties. No waiver of any provision of this Agreement shall constitute a continuing waiver unless expressly stated.

If any provision of this Agreement is found to be unlawful, void, or unenforceable under applicable law, that provision shall be deemed severed, and the remaining provisions shall continue in full force and effect.

14

Contact

For any questions, concerns, or correspondence regarding these Terms and Conditions:

V.ASIA — operated by Asia Astar Zafrani

Refael Eitan 12, Petah Tiqva, Israel

v.asia.mainoffice@gmail.com