Offer to conclude an agreement on the provision of services in the field of information technology and computer programs (public offer)

The Contractor addresses this offer – an offer to conclude an Agreement on the provision of services in the field of information technology and computer programs to persons who wish to have access to the Evergreen IDentification Suite.

In order to conclude an Agreement on the provision of services in the field of information technology and computer programs, hereinafter referred to as the "Agreement", a person must make an acceptance, that is, give its consent to conclude an agreement on the terms set out in the offer. Acceptance of this offer is the acceptance of the following conditions by paying for the services. From the moment of payment for services, the person automatically accepts the terms of this Agreement, and this Agreement is considered concluded without its signing in each case.

If necessary, without contradicting the terms of the offer, the Contractor may conclude a documented Agreement in the form of a written bilateral document.

1. Definition

Evergreen IDentification Suite is an online application service designed for:

• determination of the percentage of similarity of a person by photos by comparison;
• face comparison and identification of a living person;
• realization of other possibilities provided by its modules, as indicated further in the text

(hereinafter - the Program).

Providing access to the Program - providing the user with the opportunity to work with the Program within the paid number of verifications or requests for the period.

The address of the Program on the Internet is https://evergreens.com.ua/ua/box-products/face-id.html (hereinafter - the Evergreen IDentification Suite website).

Contractor - a person specified in the list of representatives presented on the Evergreen IDentification Suite website.

Acceptance - full, unconditional and unconditional acceptance of the terms of the Agreement on the provision of services in the field of information technology.

APi key is a randomly generated alphanumeric sequence, a unique identifier that is obtained during registration and allows you to uniquely identify user requests. It is used for user identification and secure transmission of requests to the Api service. It is provided to the Customer once when connecting to the service, is unique for each user and is stored for him for all time.

API service - an online application service (hereinafter referred to as the API service) that allows you to receive http (s) requests from third-party integrated services, process them, and return the results of such processing in the form of a text object or other form provided by the Program.

IDentification Suite AGE module is an online application service designed to determine the probability of a person's belonging to a particular age group based on his or her photo. It is not a separate service, it can be included in the Program, expanding its functionality.

IDentification Suite Scenario Editor is a WEB user interface of the Program (client), which allows controlling the order of use of modules within the Program. It is not a separate service, can be included in the Program, expanding its functionality. Available only for individual modules.

IDentification Suite Administrator Panel - is a closed WEB-interface of the Program administrator, which allows tracking statistical data about the Program operation, as well as make changes to individual Program settings.

IDentification Suite Sign Matching module is an online application service designed to determine the percentage of similarity of two signatures by photo by comparison. The service allows to accept http(s) requests from third-party integrated services, process them, and return the results of such processing in the form of a text object or other form provided by the Program.

Document Classifier API Service is an online application service designed to classify documents (passport, ID card, RNOKPP, foreign passport) of a citizen of Ukraine by photos of documents uploaded by users to the Program or related programs.

IDentification Suite OCR API Service is an online application service designed to extract/read fields from photos of documents uploaded by users to the Program or related applications.

Face Database API Service is an online application service designed to search for faces similar to the face submitted by uploading a photo, as well as to form your own face database. The service allows you to accept http(s) requests from third-party integrated services, process them, and return the results of such processing in the form of a text object or other form provided by the Program.

IDentification Suite Document Handler is a set of front-end applications that allow you to receive images from mobile devices cameras for further use in the verification scenario.

Live Video IDentification is a module of the web version of the Program, which allows you to make video calls between two participants (client and operator), save the video recording of the call, both completely and separately, configure additional features of the client and operator interface.

Live Video IDentification mobile SDK is a version of the Live Video IDentification module for mobile devices running on Android and iOS operating systems.

SDK (software development kit) - a kit of tools for developing an application for a specific operating system.

Evergreen IDentification Suite Instance - a separate copy of the Program, which is deployed for a separate Customer, has a separate URL, and processes data, requests, etc. exclusively for this Customer.

Evergreen IDentification Suite SDK is a version of the Program for mobile devices running on Android and iOS operating systems.

Embed code - program code to be inserted into the Customer's website to connect one or more modules of the Program.

Program modules are individual API services, modules, etc. that make up the Evergreen IDentification Suite, including:

• Face IDentification API Service;
• Liveness Detection Service;
• Document Classifier API Service;
• IDentification Suite OCR API Service;
• Face Database API Service;
• Document Handler;
• Live Video Identification;
• Live Video IDentification mobile SDK;
• Face IDentification AGE module;
• IDentification Suite Scenario Editor;
• IDentification Suite Administrator Panel;
• Evergreen IDentification Suite Instance;
• Evergreen IDentification Suite SDK;
• IDentification Suite Sign Matching module,

to which the Customer gets access under the terms of this Offer. The Customer can purchase access to all the above modules, as well as to individual ones.


2. General provisions

2.1 This Agreement is concluded by providing full and unconditional consent (acceptance) of the Customer to conclude the Agreement in full, without signing a written copy of the Agreement by the Parties.

2.2. The Customer confirms the fact of acquaintance and agreement with all the terms of this Agreement in full by acceptance.

2.3 Payment for the Services is considered acceptance of this Agreement and the Terms of Service.

2.4. The list of Evergreen IDentification Suite modules, access to which will be purchased by the Customer, is specified in the invoice.

2.5. If the Customer does not agree with the terms of this Agreement, he/she has no right to conclude this Agreement, as well as has no right to access the Program as a whole and/or individual modules of the Program (Ari of services) under this Agreement


3. Scope of the agreement

3.1. On the basis of this Agreement, the Contractor shall provide to the Customer, and the Customer shall accept and pay the Contractor for the services of providing access to the Program as a whole and/or its individual Modules, in accordance with the selected period (hereinafter - the Services).

3.2. The Services are provided by providing the Customer with access to the Evergreen IDentification Suite Instance, which allows access to the Program Modules.

3.3 The Program as a whole and individual Modules of the Evergreen IDentification Suite are intellectual property, the legal protection of which is established by the Civil Code of Ukraine, current international treaties of Ukraine. The Contractor guarantees that it has the rights necessary to perform the Agreement.


4. Rights and obligations of the parties

4.1 The Contractor shall:

- comply with the terms of this Agreement;

- provide the Services during the period paid by the Customer;

- provide the Customer with consultations related to the provision of Services during the working hours specified in the Contractor's work schedule;

- keep confidentiality of the Customer's information received from him during the provision of services under this agreement, as well as the content of personal e-mail messages, except as provided by the current legislation of Ukraine.

- in case of updating the Program, inform the Customer about the possibilities and conditions of the relevant updating (periodic updating) of the Program, including financial conditions and the procedure for providing access to the Program as a whole and/or its individual Modules at the request of the Customer.

4.2. The Customer shall:

- comply with the terms of this Agreement;

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

- pay for the Services in accordance with the Contractor's tariffs. The Customer undertakes to independently read the information about the terms of the Services and tariffs on the Evergreen IDentification Suite website;

- for the correct operation of the Evergreen IDentification Suite Modules, provide the hardware and software environment, the requirements for which are given on the Evergreen IDentification Suite website;

- ensure the confidentiality of granted access to its Evergreen IDentification Suite Instance and API keys;

- not transfer Ari's keys and access to Evergreen IDentification Suite Instance to third parties;

- when contacting the Contractor's technical support service, use the contact email address (the address specified when ordering the Service) and provide your name and surname, position, name and contact details of the legal entity, as well as, if necessary, use other options to confirm your access rights to Evergreen IDentification Suite Instance;

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

- give consent to the Contractor to the processing and use of their personal data in accordance with the Law of Ukraine "On Personal Data Protection" by accepting this Agreement.

4.3. The Contractor shall have the right to:

- change the procedure, conditions and tariffs for the provision of Services by posting information on the Evergreen IDentification Suite website. In case of price change, the payment previously made by the Customer at the new prices is not recalculated;

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

- disclose information about the Customer only in cases provided by the legislation of Ukraine;

- place on its website, on the Internet, in presentations and other marketing materials, on its personal pages in social networks, press releases and comments in the media information that the Contractor provides the Customer with the services of providing access to the Program, as well as the name and logo or mark for the goods and services of the Customer.

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 violation of the obligations described in clause 4.2, as well as in such cases:

- if the Contractor believes that any actions taken by the Customer through access to Evergreen IDentification Suite Instance and/or Evergreen IDentification Suite Modules under this Agreement cause or may cause damage to the Contractor, other Customers;

- in case of damage or attempts to damage the Evergreen IDentification Suite Instance and/or individual Evergreen IDentification Suite Modules, as well as their inclusion in the Customer's own developments;

- when the Customer publishes and transmits via the Internet any information that defames the Contractor, or commits actions that interfere with the normal operation of the Contractor.

4.3.2. Block access to Evergreen IDentification Suite Instance from a specific IP address in cases:

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

- actions with Evergreen IDentification Suite Instance, which may lead to the consequences provided for in Section XVI of the Criminal Code of Ukraine "Crimes in the field of use of electronic computers (computers), programs and computer networks and telecommunication networks".

4.4. The customer shall have the right to:

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

- in case of any comments on the quality of the Services, notify the Contractor in writing and in a timely manner;

- unilaterally refuse the Contractor's Services under the conditions provided for in clause 9.3.


5. The procedure for providing the Services

5.1. When using the Services for the first time:

5.1.1. The Customer applies for the Services to the Contractor's technical support service, which sends an invoice for payment for the Services to the Customer'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. After the Customer pays the invoice and the Contractor receives 100% of the amount to the Contractor's bank account, the Contractor provides access to the Evergreen IDentification Suite Instance with the selected Evergreen IDentification Suite Modules and API key(s). Access is provided from the first day and is valid until the last day of the period specified in the invoice and paid by the Customer.

5.1.4. The Customer can use the Evergreen IDentification Suite Instance subject to the use of API keys and access to the Internet.

5.1.5. After the end of the paid period, the Customer's access to the Evergreen IDentification Suite Instance with the selected Evergreen IDentification Suite Modules is terminated.

5.2. Upon repeated receipt of the Services:

5.2.1. In order to restore access to Evergreen IDentification Suite Instance, the Customer receives an invoice for payment in the manner prescribed by clause 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. After the Customer pays the invoice and the Contractor receives 100% of the amount to the Contractor's bank account, the Contractor provides access to the Evergreen IDentification Suite Instance with the selected Evergreen IDentification Suite Modules. Access is provided from the first day and is valid until the last day of the period specified in the invoice and paid by the Customer.

5.2.3. After the end of the paid period, the Customer's access to the Evergreen IDentification Suite Instance with the selected Evergreen IDentification Suite Modules is terminated.


6. Cost of services and payment procedure

6.1. The cost of the Services under this Agreement is determined in accordance with the current tariffs and payment terms published on the Evergreen IDentification Suite 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 basis of the invoice issued by the Contractor.

6.2. Payment for the Services is made by the Customer by non-cash payment to the bank account of the Contractor.

6.3. Services are provided subject to payment in the amount of 100% upon receipt of payment to the Contractor's bank account. The date of the beginning of the Services provision by the Contractor is the date of the beginning of the period specified in the invoice.

6.4. The Contractor has the right to unilaterally change prices and introduce new tariffs at any time. The date of entry into force of new prices or tariffs is the date of their publication on the Evergreen IDentification Suite website. In case of price changes, the payment previously made by the Customer shall not be recalculated at the new prices.

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


7. Confidentiality

7.1. The Customer undertakes to keep all technical, commercial and other information received from the Contractor strictly confidential and to take all reasonable measures to prevent unauthorized use or disclosure of such information under this Agreement.

7.2. The Parties shall not be liable for any breach of confidentiality that has occurred:

- due to force majeure;

- due to breach of confidentiality at the request of public authorities in accordance with the current legislation.


8. Responsibility of the parties

8.1. The Parties to this Agreement are responsible for compliance with their obligations under the Agreement in accordance with the current legislation of Ukraine.

8.2. The Contractor shall not be liable for:

- direct or indirect losses, lost profits or moral damage of the Customer related to the use or inability to use the Evergreen IDentification Suite;

- for the deterioration of the quality of the Services, interruptions in the operation of the Evergreen IDentification Suite, which arose due to reasons beyond the control of the Contractor.

The Contractor does not guarantee that the operation of the Program will be uninterrupted, error-free and free from malware and other defects. If the Customer is not satisfied with the terms and/or quality of the Program, he may stop using the Program or contact the Contractor's support service.

8.3. The Customer is fully liable for the safety of its Ari key and access to the Evergreen IDentification Suite Instance and for losses that may arise due to its unauthorized use. In case of theft of the Ari key and/or access to Evergreen IDentification Suite Instance through the fault of third parties, the Customer shall have the right to send to the Contractor an application about it, with the obligatory attachment to the application of the relevant financial document confirming payment for the Services. The Contractor shall not be liable for the actions of third parties that caused the theft, and to reimburse the money spent on the stolen time, the Customer must contact the appropriate investigative and law enforcement agencies.

8.4. If it is impossible to resolve the dispute through negotiations and pre-trial procedure, the dispute may be referred to the court for resolution.

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


9. The moment of entry into force of the Agreement. Term of validity. Procedure for amendment and termination

9.1. The Agreement is public and unlimited and is valid until its termination by either Party in the manner prescribed by the Agreement and applicable law, but in any case, until its final execution by the Parties. This Agreement is considered agreed by the Customer and concluded at the location of the Contractor from the date of acceptance.

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

9.3. In case of early termination of this Agreement at the initiative of the Customer:

- The Customer shall notify the Contractor in writing 15 (fifteen) calendar days prior to its termination;

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

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

9.4. Amendments (additions) to this Agreement, changes in the procedure, scope and conditions of the Services shall be made by the Contractor unilaterally. All amendments (additions) made by the Contractor to this Agreement shall come into force and become binding on the Customer from the moment of their publication on the Evergreen IDentification Suite website. If the Customer disagrees with the amendments made to this Agreement, the Customer has the right to terminate it in the manner prescribed by this Agreement. All appendices, amendments and additions to this Agreement are its integral part.


10. Additional conditions

10.1. By concluding this Agreement, the Customer confirms its consent, if the Customer is an individual, to the receipt and processing by the Contractor of the Customer's personal data in order to fulfill the terms of this Agreement.

31.11.2022