Offer

The Representative (from now on referred to as "the One-Party Contractor"), according to Articles 633, 641, 642 of the Civil Code of Ukraine, proposes to any legal or private person (from now on – the Client) to conclude an Information Technology Services Agreement (after this – the Agreement) under the following conditions.



1. Terms and Definitions

1.1. The terms and definitions used in the Agreement shall be read with the following meaning:

API Passport Recognition Service - is an application-based online service designed to recognize passports information per photo, analyze it and convert it into the text to speed up the entry of passport data for document processing (starting now referred to as API service). The Service allows you to receive, process (Http)s requests from third-party integrated services, and return the result of such processing in the form of digitized text on the image.

The API key – is a randomly generated alphanumeric code, a unique identifier that is obtained when logging in and allows uniquely identifying user requests. It authenticates the user and ensures secure transmission of requests to the API service. The key is provided to the Client once when connected to the Service, is unique, and is stored for him for the duration of Agreement.

Providing API service access - is a process that enables the user to work with API passport recognition service within the paid period.

API official website – is an Internet resource at http://ocr.solutions/en (from now on referred to as the API service website.

The Representative – is the person specified in the list of representatives provided at http://ocr.solutions/en on the "Contacts" page, who is authorized to use the API service and grant access to it to third parties.

Acceptance – is the complete, unconditional, and unconditional acceptance of the terms of the Information Technology Services Agreement and the API Terms of Service.



2. General Provisions

2.1. Full and unconditional Client's acceptance make this Agreement conclusion fully without signing a written copy of the Agreement by the Parties.

2.2. The Client confirms his acquaintance and Agreement with all the terms of this Agreement in full through acceptance.

2.3. Obtaining an API key and/or payment for the Services is considered as an acceptance of this Agreement and the API Terms of Service.

2.4. If the Client does not agree with the terms of this Agreement, he shall not have the right to enter into this Agreement, nor shall he have the right to access the API service under this Agreement.



3. The Subject of an Agreement

3.1. Under this Agreement, the Contractor shall provide the Client, and the Client shall accept and pay the Contractor for giving access to the API Service, according to the selected period (after this – Services).

3.2. Services are provided by providing a Client with an API key that allows access to API service.

3.3. API service is intellectual property, the legal protection of which is established by the Civil Code of Ukraine, current international treaties of Ukraine. The Contractor guarantees that he has the rights necessary to execute the Agreement.

4. Rights and Obligations of the Parties

4.1. The Contractor is obliged to:

- follow the terms of this Agreement;

- to provide the Services during the period paid by the Client;

- to keep the confidential information received from the Client during the provision of the services under this Agreement, as well as the content of personal e-mails, except cases set forth by the current legislation of Ukraine.



4.2. The Client is obliged to:

- comply with the terms of this Agreement and the API Service Rules;

- to provide accurate personal data and other information necessary to fulfill the terms of this Agreement;

- to pay for the Services under the Contractor's tariffs. The Client assumes obligations to read the information on the terms of providing the Services and fares on the API website of the Service independently;

- to ensure the correct operation of API service, provide the hardware and software environment, the requirements for which are listed on the API service website;

- keep API key confidential;

- not to give API key to third parties;

- when contacting the technical support of the Contractor, use the contact e-mail address (the address specified when ordering the Service) and provide his/her name, position, name and contact details of the legal entity, as well as, if necessary, use other options for confirming his access rights to API service;

- to keep within one-year payment documents confirming the payment to the Contractor's account and, where necessary, provide copies to the Contractor;

- to give the Contractor consent to process and use Client's personal data under the "Protection of Personal Data" Law of Ukraine through acceptance of this Agreement.



4.3. The Contractor shall have the right:

- to change the terms, conditions, and tariffs of providing the Services by posting information on the API website of the Service. In the case of price change, the amount previously paid by the Client, payment will not be recalculated for new prices;

- terminate the provision of the Services automatically after the end of the period paid by the Client;

- disclose information about the Client only in the cases specified by the legislation of Ukraine;

- post information on its website, on the Internet, in presentations and other marketing materials, on its personal pages in social networks, press releases and comments in mass media that Contractor provides the Customer with App access services, as well as about the name and logo or mark for Customer's goods and services.

4.3.1. Suspend (temporarily or completely) the provision of Services to the Customer without refund and require written explanations from the Customer in cases of default as described in clause 4.2, as well as in the following cases:

- if the Contractor considers that any actions taken by the Client by gaining access to API services under this Agreement, cause or may cause damage to the Contractor, other Clients;

- in case of damage or attempt to damage API's remedies for the Service and to include it in the Client's own development;

- if the Client made publication or web-transmission of any information that will discredit business reputation or good name the Contractor, or take actions that interfere with the routine of the Contractor.

4.3.2. Block API access to the Service from a specific IP address in the following cases:

- exceeding the number of requests from the IP address for a certain time;

- sending requests not provided by API service;

- actions with API service that may lead to the consequences provided for in Section XVI of the Criminal Code of Ukraine, "Crimes in the Use of Electronic Computers (Computer), Programs, Computer Networks, and Telecommunication Networks".

4.4. The Client has the right:

- To require the Contractor to provide the Services in accordance with the terms of this Agreement;

- To notify the Contractor in writing and promptly in case of any complaints about the quality of the Services;

- Unilaterally refuse the Services of the Contractor on the terms stipulated in clause 9.3.



5. Procedure for Providing the Services

5.1. When using the Services for the first time:

5.1.1. The Client shall apply for the Services to the Contractor's Technical Support, which shall send API the key and the bill for payment of the Services to the Client's e-mail address specified in the application.

5.1.2. The minimum payment period for the Services is one month. The payment procedure is defined in section 6 of this Agreement.

5.1.3. The Contractor shall grant access to API service after Client's payment of 100% of the amount of the Contractor invoice and receipt into the Contractor's bank account was made. Access is granted from the first day and is valid until the last day of the period specified in the invoice and paid by the Client.

5.1.4. The Client can use the API service provided using the API key and Internet access.

5.1.5. Upon expiration of the paid Services period, the Client's access to API service is terminated.

5.2. Upon re-receipt of the Services:

5.2.1. To restore access to API service, the Client receives an invoice for payment following the procedure stipulated in 5.1.1 of this Agreement. The minimum payment period is one month. The payment procedure is defined in Section 6 of this Agreement.

5.2.2. The Contractor shall grant access to API service after Client's payment of 100% of the amount of the Contractor invoice and receipt into the Contractor's bank account was made. Access is granted from the first day and is valid until the last day of the period specified in the invoice and paid by the Client.

5.2.3. At the end of the paid Service period, the Client's access to API service is terminated.



6. Cost of Services and Payment Procedure

6.1. The Services cost under this Agreement is determined under the applicable tariffs, and payment terms, which are published on the Service's API website. Tariffs are indicated in US dollars and are payable in the national currency of Ukraine at the average dollar selling rate in banks in Kyiv, indicated on the website https://minfin.com.ua/ua/currency/banks/kiev/usd/ on the day of payment.

6.2. The Client makes the non-cash payment for the Services to the Contractor's bank account.

6.3. Services are provided upon the condition of 100% payment to the Contractor's bank account. The start date of the period specified in the account is the start date for the Services delivery by the Contractor.

6.4. The Contractor has the right at any time to unilaterally change prices and introduce new tariffs. The date of new prices or tariffs publication on the API website is the date of their entering into force. In case of change of price, the amount previously paid by the Client is not recalculated for new prices.

6.5. The Client is solely responsible for the correctness of the payments made by him.



7. Privacy

7.1. The Client undertakes to maintain strict confidentiality concerning all technical, commercial, and other information received from the Contractor and to take all reasonable steps to prevent the unauthorized use or disclosure of such information under this Agreement.

7.2. The parties are not responsible for the breach of confidentiality that occurred:

- due to force majeure circumstances;

- because of a confidentiality breach at the request of public authorities under applicable law.



8. Responsibility of the Parties

8.1. The parties to this Agreement shall be responsible for compliance with their obligations under the Agreement and in accordance with the current legislation of Ukraine.

8.2. The Contractor shall not be liable for:

- direct or indirect damages, lost profit or moral losses of the Client, related to the use or inability to use API service;

- for the Services quality deterioration, the API service disruption, due to reasons beyond the control of the Contractor.

8.3. The Client is solely responsible for maintaining his API key and for any damage that may result from its unauthorized use. Upon the theft of the API key from the fault of third parties, the Client has the right to send a notification to the Contractor, with a mandatory annex to the notification of the relevant financial document confirming payment for the Services. The Contractor is not responsible for the actions of the third parties who caused the theft, but for the compensation of the money spent on the stolen time, the Client must contact the relevant investigators and law enforcement agencies.

8.4. If it is not possible to resolve the dispute through negotiation and pre-litigation stage, the dispute may be referred for judicial review.

8.5. The current legislation of Ukraine governs the amount of liability not regulated by this Agreement.



9. Agreement Enactment. Validity. The Order of Change and Termination

9.1. The Agreement shall be public and indefinite and shall remain in force until terminated by either Party following the procedure established by the Agreement and applicable law, but in any case until its final implementation by the Parties. This Agreement is considered as agreed by the Client and concluded at the Contractor location from the acceptance date.

9.2. The Parties have the right to terminate this Agreement unilaterally, in case of non-fulfillment of the terms of the Agreement by one of the Parties and in the cases stipulated by the Agreement and the current legislation of Ukraine.

9.3. In the event of early termination of this Agreement at the Client's initiative:

- the Client is obliged to notify the Contractor in writing 15 (fifteen) calendar days before the Agreement termination;

- send copies of payment documents to the Contractor's address;

- the Contractor does not recalculate the Services cost for the full months of the period used and the refund for the paid but unused period of providing the Services.

9.4. Changes (additions) to this Agreement, modification of the procedure, scope, and the Contractor shall perform terms of providing the Services unilaterally. All changes (amendments) made by the Contractor to this Agreement shall come in force and become binding on the Client from the moment of their publication on the Service API website. In the case when the Client disagrees with the changes made to this Agreement, the Client has the right to terminate it in the order established by this Agreement. All annexes, amendments, and supplements to this Agreement are an integral part thereof.



10. Additional Terms

10.1. By concluding this Agreement, the Client, being a private person, confirms its consent that the Contractor will receive and process the personal data of the Client to fulfill the terms of this Agreement.



06.07.2022