PUBLIC OFFER AGREEMENT ON INFORMATION AND EDUCATIONAL SERVICES

1. GENERAL PROVISIONS

1.1. This document shall be an official public offer (“Offer”) by Limited Liability Company MED INFORM GROUP (code in the Ukrainian “Unified Register of Businesses and Organizations” (EDRPOU) 43725974) (hereinafter referred to as the “Contractor-1”) and by a Self-Employed Entrepreneur Lopin Dmitriy Aleksandrovich (Registration Number of Taxpayer’s Card (RNOKPP) 3151406311) (hereinafter referred to as the “Contractor-2”), hereinafter collectively referred to as the “Contractors”, to conclude an agreement on the information and educational services (hereinafter referred to as the “Agreement”) on the terms and conditions established by the Contractors.

1.2. The Offer shall be addressed to individuals and/or legal entities, posted on the website https://clincasequest.hospital/ (hereinafter referred to as the “Website”), and can also be made by sending a commercial e-mail to legal entities and/or individuals via instant messaging applications or e-mail.

1.3. This Agreement shall be concluded by giving full and unconditional consent (Acceptance) of an individual and/or legal entity to accept the offer (Offer) of the Contractors to conclude the Agreement, without signing a written copy of the Agreement by the parties. Acceptance of the Offer shall be equivalent to concluding an Agreement on the terms and conditions set forth in the Offer. The Agreement shall be legally effective in accordance with Art. 633, 638, 641, 642 of the Civil Code of Ukraine and equivalent to an agreement signed by the parties.

1.4. By accepting the terms and conditions set forth in the Offer and paying for services, an individual or legal entity that accepts this Offer shall become a Customer.

1.5. The implementation by the Customer of all actions provided for in clause 3.4. hereof shall be considered a proper Acceptance of this Offer.

1.6. This Agreement shall be multilateral and provides for two persons on the part of the Contractor. The services hereunder may be provided both by two Contractors simultaneously, and by each Contractor separately. The details of a specific Contractor providing the Services will be indicated in the e-receipt, invoice of the payment system or issued invoice.

1.7. “Website” means a collection of web pages available on the Internet under the domain name https://clincasequest.hospital/. Other terms used herein, as well as the time limits that the Customer may be informed in the course of the services, shall be posted on the Website at https://clincasequest.hospital/terms/

2. THE SUBJECT OF THE AGREEMENT

2.1. Pursuant to this Agreement, the Contractors shall provide the Customer with information and educational services, the concept of which is given in clause 2.2. hereof (hereinafter referred to as the “Services”) posted on the Website at https://clincasequest.hospital/courses/, in the manner and on the terms and conditions established herein, and the Customer undertakes to pay for them in a timely manner in accordance with the terms and conditions hereof.

2.2. The Services shall be information and educational services in the form of distance learning, provided verbally through any means of electronic communication, as well as by providing access to participation in consultations/classes in online group sessions and/or individual webinars, including by providing access to consultations in electronic form (video recording or automated webinars), providing access to training in an electronic database of clinical case scenarios on the Website or other websites, links to which are provided by the Contractors when the services are provided.

2.3. The Services shall be provided in the form of distance learning as follows:

2.3.1. Asynchronous learning, i.e. providing access to training in clinical case simulators (standardized, rare and severe clinical cases), and other simulators (clinical situation simulation, practical skills simulators) hosted on the Website.

2.3.2. Synchronous learning, i.e. providing verbal consultations, conducting classes/sessions/live streams/webinars/automated webinars remotely using an information and telecommunication system by video or audio communication, incl. through special platforms or instant messaging applications (Viber, Skype, PruffMe, Zoom, BigblueButton, etc.). The format of the Services shall be communicated to the Customer in advance. Access to these platforms shall be provided by the Contractors in advance.

2.4. The prices, content, time limits, a specific method of provision, a detailed description of the Service packages, and the procedure for special conditions for the provision of Services (if any) shall be determined by the Contractors on the Website at https://clincasequest.hospital/courses/. The Parties can change the terms and conditions for the provision of services after the Customer pays for them by mutual agreement by exchanging electronic messages.

2.5. If the Customer shows zero educational activity in electronic courses, clinical case simulators (standardized, rare and severe clinical cases), and other simulators (Clinical situation simulations, Practical skill simulators) during the period of provision of the Services, funds paid for the Services shall not be returned and the Service shall be considered to be provided.

2.6. The availability of a high-quality Internet connection shall be the obligation of the Customer, and the Customer shall check access to the Website before receiving the Services.

2.7. The quality of the Services provided shall be determined by the professional experience and skills of the Contractors, which absolutely satisfy the Customer at the moment of the Acceptance.

3. CONCLUSION OF THE AGREEMENT

3.1. The Customer and the Contractors shall conclude this Agreement as an adhesion contract in accordance with Art. 634 of the Civil Code of Ukraine, and this Agreement shall provide for the adherence of the Customer to the Agreement as a whole, with full and unconditional acceptance of the provisions hereof. The Customer cannot offer his/her/its own terms and conditions of the Agreement.

3.2. By accepting the terms and conditions of the Agreement, the Customer shall fully and unconditionally accept all terms and conditions hereof, without any exceptions and/or restrictions, and this Agreement shall be equivalent to concluding a written Agreement with the Contractors on the provision of services to the Customer, according to the selected list of Services posted on the Website.

3.3. The implementation by the Customer of the actions provided for in clause 3.4. hereof shall be considered the Acceptance of this Offer.

3.4. The Customer shall accept the Agreement through the following aggregated actions:

1) familiarization with the terms and conditions of the Agreement (terms of Service) posted on the Website at https://clincasequest.hospital/terms-of-service/. The Customer confirms that he/she/it has read and agrees with the terms and conditions of the Agreement by marking “I have read and accepted” on the Website when registering;

2) familiarization and full agreement with the terms and conditions of the Privacy Policy posted on the Website page at https://clincasequest.hospital/privacy-policy/, as well as with the Ethics of the project, within which the Services are provided, posted on the Website at https://clincasequest.hospital/clincasequest-ethics. The Customer confirms that he/she/it has read and agrees with the terms and conditions of the Privacy Policy and Project Ethics by marking “I have read and accepted” on the Website when registering. The Privacy Policy provides for the rules for the collection and processing of the Customer’s personal data as part of the execution of this Agreement;

3) registration on the Website, selection of a Service package, in accordance with the list of Services indicated on the Website;

4) 100% payment for the Contractors’ Services in accordance with the tariffs indicated on the Website.

3.5. By accepting this Offer, the Customer indicates that the Customer is familiar with this Agreement, the number and list of Services, the time limits and procedure for the provision of Services, the cost of the Services and accepts unconditionally all the terms and conditions of the said Agreement.

3.6. If the Customer needs any clarification of any essential terms of the Agreement, including the procedure for the provision of the Services, he/she/it is obliged to apply in writing to the Contractors for clarification of the same using the contact details specified in section 12 hereof. Otherwise, the Customer shall have no right to refer that he/she/it is not aware of the essential terms of the Agreement, and withdraw from the Agreement after the Acceptance based on such unawareness.

3.7. The Acceptance can be implemented without limitation as to time.

3.8. The Agreement shall be considered concluded and take effect from the moment of the Acceptance made in the manner specified in clause 3.4. hereof, and remain valid during the entire period of receipt of the Services, or until the termination of the Agreement on the grounds determined by the terms and conditions hereof and/or the provisions of the current legislation of Ukraine.

3.9. When registering on the Website, the Customer shall inform the Contractors the following personal information necessary to conclude the Agreement: surname, name, patronymic, phone number, e-mail address, official capacity and specialization.

4. PROVIDING AND RECEIVING SERVICES

4.1. The Services shall be provided as distance learning, in accordance with clause 2.3. hereof, using information and telecommunication systems, including using video communication.

4.2. The time limits of the Services shall be indicated on the Website. The time limits of the Services shall be equal to the duration of the training process for a synchronous learning, and shall also be equal to the term for providing access to training materials for asynchronous mode.

4.3. The Contractors shall have the right to postpone the provision of services in the event of circumstances beyond their control (illness, maintenance work conducted by the provider, excluding communication with the Customer, etc.), provided that the Customer is notified prior to the provision of the Service via the Customer’s personal account or by means of electronic communication provided by the Customer during registration. In this case, the time and date of the transfer shall be agreed with the Customer by sending an e-mail in the manner specified in this paragraph to notify the Customer.

4.4. When training is carried out in a synchronous mode, the materials of the webinars/lessons/sessions can be recorded by the Contractors, and the Customer can be provided with access to them for a period determined by the Contractors for a repeated review. Access shall be provided through the Customer’s personal account, which is created as a result of registration on the Website. If a record is not available due to technical reasons or reasons beyond the Contractor’s control and due to the absence of the Customer at the webinar/lesson/session through no fault of the Contractors, the Services shall be considered to be provided properly.

4.5. When training is carried out in an asynchronous mode, electronic courses, clinical case simulators (standardized, rare and severe clinical cases), and other simulators (clinical situation simulations, practical skill simulators) shall be posted by the Contractors on the Website; access to them shall be provided to the Customer around the clock for the duration of the Services specified on the Website, with the exception of possible maintenance work, which must be announced on the Website. At the same time, if the Customer has zero educational activity during the period of provision of the Services specified on the Website, due to reasons beyond the control of the Contractors, the Services shall be considered to be provided properly, and after the expiration of the time limits for the Services, the Customer’s access to training materials will be closed.

4.6. Under this Agreement, no services that require the personal presence of the Contractors or personalized written advice shall be provided. If the Customer wishes to order services requiring the personal presence of the Contractors or personalized written advice, he/she/it can send a written request to the e-mail of the Contractors specified in section 12 hereof, and if the Customer and the Contractors agree to provide additional services, the Parties shall conclude a separate agreement.

4.7. If there are no remarks from the Customer, within the time period specified in clause 4.8. hereof, the Services shall be considered to be provided in a timely manner and in a proper manner and do not require the signing of a Certificate of Services Rendered.

4.8. If the Customer has any remarks regarding the quantity or quality of the Services, he/she/it is obliged to send them immediately, in any case no later than 1 (one) calendar day from the moment of their occurrence, in writing to the e-mail of the Contractors specified in section 12 hereof. No appeal to terminate this Agreement due to claims for the quantity or quality of the Services shall be considered valid, if access to the Content of the Services was provided, the Customer logged in the personal account using the access obtained, and received the Content of the Services through the electronic means provided during registration.

4.9. Such claims shall be accepted in writing and considered by the Contractors within 10 calendar days from the date of receipt thereof. Based on the results of the consideration of claims, the Contractors shall make a decision to satisfy the claims or refuse to do so, explaining the reasons for the refusal.

4.10. The Services shall be provided in accordance with the Law of Ukraine “On Ensuring the Functioning of the Ukrainian Language as the State Language”, while the Services can be provided in any language convenient for the Parties, at the request of the Customer.

4.11. The time for performing any actions (transactions) hereunder shall be Kyiv time, unless otherwise indicated on the Website.

4.12. The Contractors shall have the right to provide Services either independently or engaging third parties. At the same time, the Contractors shall be held liable to the Customer.

5. PRICE AND PAYMENT

5.1. The price of an individual Service or a Service package shall be indicated on the Website. The Customer shall pay for the Services in the amount, form and manner specified on the Website.

5.2. Payments shall be made by cashless means by transferring funds to the account of a specific Contractor, or by making payment using payment systems posted on the Website.

5.3. The Contractors shall not be held liable for the services of third parties that provide funds transfer services, including payment systems, and shall have the right to refuse the Customer to provide the Services, if a payment from the Customer was not received, if the payment was made by the Customer through such intermediaries, and the funds were not received by a specific Contractor. Any risks of transferring funds to the account of a specific Contractor shall be borne by the Customer until the funds are credited to the account of a specific Contractor.

5.4. If the Customer has made a partial payment for services without consent to partial payment given by a specific Contractor, such Contractor shall have the right to refuse to provide services and refund the partial payment.

5.5. The Customer shall have the right at any time to change the paid Service package and switch from the purchased Service package to another Service package with a higher cost, within one type of Services, provided that the difference in the cost of the packages is paid in addition. In this case, one of the Contractors shall issue an additional invoice, and the transition to another package shall be made the next day after full payment is received.

5.6. The payment shall be considered to be made when the funds are credited to the account of one of the Contractors.

5.7. Money shall be refunded in the cases provided for hereby, in the same form and to the same account from which the payment is made, unless the Parties agree otherwise.

6. RIGHTS AND OBLIGATIONS OF THE CONTRACTORS

6.1. The Contractors shall have the right to:

6.1.1. Make amendments and additions to the terms and conditions of the Agreement. Notifications about such amendments and additions shall be posted on the Website at least 5 (five) calendar days prior to their entry into force.

6.1.2. Determine the cost of unpaid services independently.

6.1.3. Terminate the provision of services to the Customer who violates the terms and conditions of this Agreement.

6.1.4. Store and process information that they receive in the course of providing the Services.

6.1.5. Engage third parties in the provision of the Services, while the Contractors shall be held liable to the Customer for the quality and quantity of the Services.

6.2. The Contractors are obliged to:

6.2.1. Provide Services within the time limits, in the manner and to the extent stipulated hereby.

6.2.2. Provide services in compliance with the requirements of the current legislation of Ukraine.

6.2.3. Take measures in accordance with the current legislation of Ukraine to maintain the confidentiality of information provided by the Customer, as well as information about the Customer and the Services received by him/her/it.

6.2.4. Respond in a timely manner to the Customer’s requests.

6.2.5. Perform other obligations provided for hereby.

7. RIGHTS AND OBLIGATIONS OF THE CUSTOMER

7.1. The Customer shall have the right to:

7.1.1. Full and timely receipt of the ordered Services of required quality.

7.1.2. Refuse to receive messages/letters from the Customer. In this case, none of the Contractors shall be held liable for the failure to receive up-to-date information by the Customer about the Services.

7.2. The Customer undertakes to:

7.2.1. Pay for the ordered Services in the amount and within the time limits established hereby.

7.2.2. Timely inform the Contractors about the change in the details that were specified by the Customer during registration.

7.2.3. Use the Content, information and materials only for personal training and not distribute the Content obtained in the course of the provision of the Services.

7.2.4. Use access to training materials during the asynchronous learning, and in the case of providing access to training materials during the synchronous learning, for no more than one student (user) for each individual access.

7.2.5. Read the current version of the Agreement before the Acceptance thereof and in the future when receiving the Services in case of amendments made thereto.

7.2.6. Compensate for losses and pay a fine in case of violation of property and non-property rights to intellectual property and copyright to the Content of the Contractors. If a violation of property and non-property rights to intellectual property and copyright to the Content of the Contractors is detected, to stop such violation upon the first request of any Contractor.

7.2.7. During the period when the Services are provided, not to post on the Website, in comments or in chats any information prohibited hereby, namely: incorrect, false information about the Contractors or the services received, information that incites international conflicts, contains taboo language or otherwise offends other consumers or Contractors, information not related to the subject of services, or advertising information.

7.2.8. Do not record Content on video and/or audio storage devices, including for the purpose of transferring to third parties or commercial distribution.

8. INTELLECTUAL PROPERTY PROTECTION AND REQUIREMENTS FOR POSTING INFORMATION ON THE WEBSITE

8.1. Information and all Content materials, electronic courses, clinical case simulators (standardized, rare and severe clinical cases), and other simulators (clinical situation simulation, practical skills simulators), including on electronic media, audio and video recordings, access to which is provided to the Customer by the Contractors hereunder shall be intellectual property items of the Contractors and can be used solely for personal training by the Customer without the right to transfer them to third parties (paid or free).

8.2. Dissemination by the Customer of the information specified in clause 8.1. hereof, by audio/video recording or any other copying of information, shall be a violation of intellectual property rights and entail bringing to responsibility, determined by the current legislation of Ukraine.

8.3. Provision of links to the Website, electronic courses, clinical case simulators (standardized, rare and severe clinical cases), and other simulators (clinical situation simulation, practical skills simulators), posting links to the Content in social media, instant messaging applications, forums with the Contractors’ ownership of the information indicated and without disclosing training materials that are parts of electronic courses and simulators shall not be considered as dissemination of the information.

8.4. The following information shall be prohibited for posting in comments or in chats on the Website: incorrect, false information about the Contractors or the services received, information that incites international conflicts, contains taboo language or otherwise offends other consumers or Contractors, information not related to the subject of services, or advertising information.

8.5. It shall be prohibited for the Customer to transfer to third parties passwords and login that were created by him/her/it to receive services.

8.6. In case of violation of the clauses 8.1., 8.5.-8.6. hereof, each Contractor shall have the right to early terminate the Agreement unilaterally, without refunding money to the Customer, suspend the services and close the Customer’s access to training materials.

9. LIABILITY OF THE PARTIES AND DISPUTE RESOLUTION

9.1. The Contractors and the Customer shall be held liable for violation of the terms and conditions of this Agreement in accordance herewith and the current legislation of Ukraine.

9.2. If the Customer, due to any circumstances beyond the control of any of the Contractors, does not receive the Services within the time limits established hereby, the Services shall be considered to be provided properly.

9.3. The Parties shall not be held liable for partial or complete failure to fulfill obligations hereunder, if this failure was the result of force majeure events (force majeure), namely: the threat of war, armed conflicts of a national and (or) local nature or a serious threat of such a conflict, declared and undeclared war and the use of military and/or law enforcement actions in this regard, a public demonstration, blockade, strike, unlawful actions of third parties, fire, explosion, long-term interruption in the operation of transport, regulated by the terms of the relevant decisions and acts of public authorities, and also circumstances caused by extreme weather conditions and natural disasters (epidemic, flood, earthquake, etc.), illegal actions of public authorities and their officials, other extraordinary events that have arisen after the conclusion of this Agreement, which the Party could neither foresee nor prevent by reasonable measures.

9.4. All disputes between the Contractor and the Customer arising out of or relating to this Agreement shall be resolved through negotiations; the time limits for sending a claim and responding to it shall be one month, except for the time limits for claims provided for in clauses 4.8.-4.9. hereof, and in case of failure to reach an agreement, in the manner prescribed by the current legislation of Ukraine.

10. SERVICE CANCELLATION

10.1. The Customer may cancel the Agreement within 24 hours from the date of the Acceptance (payment), provided that access to the Content of the Services was not opened, the Customer did not log in the personal account using the access obtained, did not receive the Content of the Services by electronic means, and did not use access to the provided training materials.

10.2. The Customer shall not have a right to cancel the Agreement unilaterally after receiving the Services. Funds paid in favor of each of the Contractors shall be non-refundable in the event of such a unilateral repudiation.

10.3. The refund in case of cancellation of the Agreement (clause 10.1) shall be carried out in the amount of 100% of the cost of services, provided that access to the Content of the Services was not opened, the Customer did not log in the personal account using the access obtained, did not receive the Content of the Services by electronic means, and did not use access to the provided training materials.

10.4. The refund of money received as payment for the Services shall be carried out upon a written application sent from the Customer to the e-mail address of one of the Contractors specified in section 12 hereof. The refund application shall specify the reasons why the Customer requires the refund, the details for refund (from which the payment was made), and a copy of the Customer’s identity document, and a copy of the document confirming payment for services shall be attached.

10.5. Refund terms and conditions:

1) a refund application was sent to the Contractor within the time period specified in clause 10.1;

2) the Customer provided the information in full in the manner specified in clause 10.4. In the absence of one or more of the conditions specified in this clause, each Contractor shall have the right to refuse to satisfy the Customer’s request.

10.6. The decision to refund funds or refuse to do so shall be made by the Contractor, to whom the refund application was sent, within 10 (ten) business days from the moment such Contractor receives a written application from the Customer.

10.7. If the Application for Cancellation of the Agreement is submitted by the Customer in violation of the period specified in clause 10.1, or after the start of the provision of the Services, the Contractor who received such an application shall independently and voluntarily decide on refund. The specific amount of the refund will be determined in proportion to the cost of the services provided, taking into account additional costs for refund (bank charges, exchange rate difference, commission of financial intermediaries, the cost of the Content of Service sent to the Customer), and a fine of up to 50% of the cost of services to compensate for losses from unilateral repudiation of the Agreement by the Customer.

10.8. The Parties shall not have the right to terminate the Agreement unilaterally, except as provided for by the current legislation and hereby.

11. FINAL CLAUSES

11.1. The Agreement shall take effect from the moment of the Acceptance in the manner specified in Clause 3.4. hereof, and remain valid for the entire period of receipt of the Services or until termination of the Agreement on the grounds determined by the terms and conditions hereof and/or the provisions of the current legislation of Ukraine.

11.2. Invalidation of some clauses of the Agreement shall not entail the invalidity of the entire Agreement.

11.3. During the validity of the Agreement, the Contractors shall have the right to amend the Agreement, by sending a prior notice to the Customer; such amendments shall take effect within 5 days from the date of posting on the Website. The Contractors shall inform the Customer in advance about the amendments (5 business days before they take effect) by means of electronic communication provided during registration. It is considered that the Customer has agreed to the amendments if, within 3 business days, no written objection from the Customer is received to the e-mail of either Contractor specified in section 12 hereof.

11.4. If the contact information of the Customer changes during the validity of the Agreement, he/she/it is obliged to make the appropriate changes to his/her/its personal account on the Website.

11.5. All documents received through the communication channels specified in section 12 hereof and specified by the Customer during registration shall be legally binding for the Parties hereto.

12. DETAILS OF THE CONTRACTORS AND CONTACT DETAILS:

12.1. Contractor-1:

Limited Liability Company MED INFORM GROUP

Legal address: 61058, city of Kharkiv, 7 Chychybabina St.

EDRPOU code: 43725974

Contact details: Е-mail: [email protected]

Tel.: +38096-003-911-7

12.2. Contractor-2:

Self-Employed Entrepreneur Lopin Dmitriy Aleksandrovich

RNOKPP 3151406311

Location: 61082, city of Kharkiv, 5/1 Petra Hryhorenka Ave.

Contact details: Е-mail: [email protected] Tel.: +38096-003-911-7