PUBLIC OFFER AGREEMENT

Effective from 01 January 2024

This Public Offer Agreement (hereafter referred to as the “Offer”, “Agreement”) is an official offer of ME TEAM LTD, a private company limited by shares incorporated under the laws of England and Wales with a company number 13520483 and a registered address at 7 Bell Yard, London, England, WC2A 2JR ( “Company”), addressed to you, the Website visitor, who is a potential client ( “Client”), enter into an agreement on the following terms and conditions. The Company and Client are known as “Party” separately or “Parties” together.

1. GENERAL PROVISIONS

1.1. The Public Offer Agreement is an official document and published on the Website of the Company at the address: https://me-qr-museum.com.

1.2. The publicly published Offer reflects the Company's intention to enter into the legal relations with the Client in accordance with the terms and conditions delineated in the Agreement.

1.3. The Client's acceptance of the Offer occurs through the remittance of payment for the chosen Tariff Plan and/or by explicitly indicating consent by selecting the checkbox confirming the Client's acknowledgment and agreement with the terms and conditions outlined in the Offer.

1.4. Upon Client’s acceptance of the Offer, it shall constitute a legally binding agreement between the Parties. Consequently, the Client bears the responsibility for a meticulous and comprehensive familiarization with the stipulated provisions herein. In the event of disagreement with the terms and conditions, the Client retains the right to decline the acceptance of the Offer and the utilization of the Company's services: for this purpose, the Client shall not pay for the Services and/or tick the appropriate checkbox.

1.5. If the Client is a legal entity, the Client warrants that the acceptance of the Offer was made by a duly authorized representative of the Client's legal entity.

1.6. The Offer does not require signing and stamped by the Client / authorized representative of the Client and maintaining full force and effect.

1.7. If the Company and the Client have each signed a separate contract covering the provision of the services, then that signed contract shall prevail over the terms and conditions in the Offer.

2. CONCEPTS AND DEFINITIONS

2.1. In the Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

“QR code” - a two-dimensional barcode containing a link to a specific Web page that can be identified by scanning equipment and/or a mobile device camera.

“Platform” - a website at the link: https://me-qr.com, which belongs to the Company and provides an opportunity to create custom QR codes or based on existing samples.

“Personal Account” - a user profile registered on the Platform for the purpose of receiving the Services. The Personal Account contains statistics on the Traffic, the total number of QR code scans, scans by unique devices, other analytical and statistical information on conversions, data on the amount of Advertising revenue (if applicable), as well as other information that may be necessary for effective cooperation between the Parties.

“Extended access to the Platform” - providing the Client with extended access to the Platform in accordance with the Tariff Plan selected by the Client.

“Object” - a physical or virtual object, which may be a photo, image, artwork, product, service, commodity, event, activity, or other object, information about which is posted on the Web pages.

“Visitor” - a person who has scanned a QR code and followed the corresponding link, and/or visited the Web page using a direct link, and/or has made a connection using search engines.

“Web page” - an information resource available on the Internet, which is created by the Company, based on the information provided by the Client, and which is used to display the content that the Client wishes to present to its potential Visitors regarding the Object.

“Website” - website at the following link: https://me-qr-museum.com/, where the Client has the opportunity to accept the Offer.

“Tariff Plan” - an information on the terms, cost and period of provision of the Services under the Agreement.

“Traffic” – a generalized term that may include visits to the Web pages by scanning QR codes, visits through search engines and direct links, as well as all types of interaction with the content of the Web page that may be performed by the Visitors.

“Advertising Provider” - a third party that provides services via the Internet for placing Advertising on the Web page to be shown to Visitors who browse the content of the Web page, namely AdSense and other platforms that provide services for Advertising placement.

“Advertising” - an information about any advertising object distributed by the Advertising Provider on the Web pages in any form and in any way, and intended to create or maintain the awareness of Advertising consumers and their interest in such advertising object, including by attracting such persons to visit certain information resources (sites) on the Internet.

“Financial Agent” shall mean a payment system (represented by Stripe Inc., organized under the laws of Delaware, USA (and its affiliates, as applicable)) that organizes and transfers funds on behalf of the Company using electronic methods of processing payments for goods or services sold on the Website.

3. SUBJECT

3.1. The Company undertakes to provide the Client with the services, the list of which is specified in the annexes to the Agreement (hereinafter referred to as the “Services”) in accordance with the procedure and on the terms and conditions of the Agreement and its annexes, and the Client undertakes to pay for the Services provided by the Company (if applicable).

3.2. The Services that may be provided under the Agreement and its annexes include, in particular, but are not limited to:

Provision of Extended access to the Platform;
Provision of services for the development of custom Web pages;
Payment of Advertising revenues' profit.

3.3. In the event that the Client selects the “Turnkey Solution with Earning” Tariff Plan, the terms of cooperation and the provision of Services shall be subject to the additional governance outlined in Annex №1 to the Agreement. Conversely, should the Client opt for the “Full Package. Ads-free” Tariff Plan, the supplementary terms of cooperation will be delineated in Annex №2 attached to the Agreement. Simultaneous application of both Annexes to one separate Tariff Plan is not permitted.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The Company shall:

4.1.1. Provide the Services in accordance with the terms of the Agreement and its annexes;

4.1.2. Maintain the Platform and/or the Web pages in proper technical condition, which will allow the Client to receive the Services;

4.1.3. At the request of the Client, in accordance with the terms of the Agreement and its annexes, develop the Web pages based on the information provided by the Client, as well as provide the Client with QR codes with links to the relevant Web pages;

4.1.4. Fulfill other obligations set forth in the Agreement and its annexes.

4.2. The Company has the right to:

4.2.1. Temporarily restrict access to the Platform and/or the Web pages to eliminate technical malfunctions and/or perform regular maintenance on weekends, holidays or other non-working days without prior notice to the Client;

4.2.2. Initiate a change of the Tariff Plan chosen by the Client in accordance with cl. 5.3 of the Agreement;

4.2.3. Not to start providing the Web pages development services until the full information and all materials necessary for this purpose are received from the Client, as well as payment (if required);

4.2.4. At its sole discretion, change the content of the Platform, including, but not limited to, textual materials, images, photographs, design elements, animations, functionalities, without notice to the Client and without the Client's consent;

4.2.5. Have other rights that arise from the provisions of the Agreement or are directly provided for by the current legislation of England and Wales.

4.3. The Client shall:

4.3.1. Ensure an adequate degree of protection of its Personal Account sufficient to prevent violations provided for in cl. 7.5.1 of the Agreement. Any actions performed on the Platform from the Client's Personal Account shall be deemed to be performed by the Client / Client's authorized persons;

4.3.2. Provide the Company with full, accurate, correct and truthful information and materials necessary for the development of the Web pages;

4.3.3. Not transfer its rights under the Agreement to any third party;

4.3.4. Immediately notify the Company of any cases of unauthorized access to the Client's login and password to Personal Account and/or any breach of the Platform security;

4.3.5. Not place QR codes in a way that may indicate a violation of public morality, ethics, culture, as well as violate the norms of applicable law;

4.3.6. Fulfill other obligations set forth in the Agreement and its annexes.

4.4. The Client has the right to:

4.4.1. Have free access to the information and functionality of the Platform in accordance with the acquired / selected Tariff plan, as well as to the Web pages created by the Company at the order of the Client;

4.4.2. Receive the necessary information and technical support regarding the cooperation on the terms of the selected Tariff Plan;

4.4.3. Get round-the-clock access to the Platform and/or the Web pages, except as provided for in the Agreement;

4.4.4. Have other rights that arise from the provisions of the Agreement or are directly provided for by the current legislation of England and Wales.

5. THE COST OF THE SERVICES AND PAYMENT PROCEDURE

5.1. The total cost of the Agreement is the sum of the total amount paid by the Client for the Tariff Plan and/or the total amount of revenue from the Advertising transferred by the Company to the Client.

5.2. The Parties have agreed that the payment terms for the Services will be stipulated in the relevant annex to the Agreement.

5.3. The Client has the right to request a change of the selected Tariff Plan to a different one.

When switching to a paid Tariff Plan, the Client is obliged to pay the full price of the relevant Tariff Plan specified on the Website.

In case of switching to a free of charge Tariff Plan, the funds paid by the Client are non-refundable, and the paid Tariff plan remains in force until the conclusion of the initially purchased term.

The Client's transition to the newly selected Tariff Plan shall result in the termination of the previous Tariff Plan, except as provided above. The Client cannot use the Services on the terms of several different Tariff Plans at the same time.

5.4. Settlements are considered complete when the required amount of funds is credited to the account of the Company, and/or upon transfer of the revenue from the Advertising to the Client's bank account, which is specified in the Personal Account.

5.5. All taxes and duties that may be associated with the execution of the Agreement shall be borne by each Party separately. Expenses related to payment processing, as well as transfer fees when making a payment for the Tariff Plan or receiving Advertising revenue, shall be paid at the expense of the Client.

5.6. All costs incurred by printing and placing the QR codes are on the Client’s sole expenses.

6. SERVICES PROVISION PROCEDURE

6.1. Communication between the Parties, exchange of source data, materials, and other necessary information shall be carried out in accordance with cl. 15.2 hereof.

6.2. The detailed procedure for the provision of Services under certain Tariff Plan shall be set forth in the relevant annex to the Agreement, subject to cl. 3.3 hereof.

6.3. During the term of the Agreement, the Client shall have the right to contact the Company to receive technical support regarding the use of the Platform and/or the Personal Account, as well as the functioning of the Web pages and created QR codes.

7. REPRESENTATION AND WARRANTIES

7.1. Each Party to the Agreement represents and warrants that:

(a) it is duly organized in accordance with the laws of its jurisdiction;

(b) it has all the necessary authority and grounds to fulfill the terms of the Agreement;

(d) the Agreement corresponds to the will of the Parties with respect to the subject matter of the Agreement.

7.2. The Parties acknowledge and warrant that any elements of text, graphics, photographs, designs, trademarks, other illustrations that may be provided by one Party to the other shall remain the exclusive property of the Party that provided such materials or a third party who owns all exclusive rights to the materials and has granted the Party non-exclusive rights to use and distribute them in accordance with the purposes of the Agreement.

7.3. Access to the Platform, the Personal Account and Web pages are provided in accordance with the generally accepted principle in world practice “AS IS”, i.e. without any warranty or other obligations other than those provided for by the Agreement and applicable law. However, the Company makes every effort and takes all reasonably possible technical and legal measures to provide appropriate conditions for fulfilling the terms of the Agreement.

7.4. The Company does not warrant that: (1) the functionality of the Platform, as well as certain its functions that may become available to the Client under the relevant Tariff Plan, meet or will meet the requirements and expectations of the Client; (2) the created Web pages meet or will meet the requirements and expectations of the Client; (3) the Platform and Web pages will be available continuously, access to which will be provided quickly, reliably and without errors; (4) the Platform and Web pages are free from any errors, omissions, interruptions, deletions, typographical errors or other defects; (5) the Platform and Web pages are free from any viruses or other harmful components; (6) the quality of any service, information, etc. obtained through the Platform will meet the Client's expectations; (7) any defects or errors will be corrected.

7.5. The Client agrees and warrants that: (1) all materials provided to the Company for the development of Web pages are legally owned by the Client and the Client has the right to dispose of them without any restrictions from third parties, or the third party, the owner of the materials, has granted the Client the right to use and distribute the materials in accordance with the terms of the Agreement; (2) will not place QR codes on third-party objects belonging to other persons in order to damage or cause harm; (3) will refrain from any actions that may lead to criminal or administrative liability, damage the reputation of Company; (4) will refrain from actions specified in cl. 7.5.1 of the Agreement, which may have a negative impact on the operation of the Platform and its content; (5) the Platform shall be used only by him / her personally / authorized representatives acting on behalf of and in the interests of the Client; (6) for the development of the Web pages will not provide the Company with information and materials that are defamatory, libelous, hateful, cruel, obscene, pornographic, illegal or otherwise harmful, as determined by the Company at its discretion, regardless of whether such material is protected by applicable law; (7) in order to contribute to the growth of revenue from Advertising under the “Turnkey solution with earning” Tariff Plan: QR codes will not be placed in hard-to-reach places, which may make it difficult / impossible for potential Visitors to scan them; will take all necessary measures to prevent deterioration of QR codes or their damage, which may lead to the impossibility of scanning them.

7.5.1. The Client confirms that it:

will not take any actions that cause or may cause an unreasonable or disproportionate load on the Platform's infrastructure;
will not interfere or attempt to interfere with the proper operation of the Platform;
will not use manual and/or automatic software, devices or other processes to “scan” or “encrypt” any page of the Platform;
will not use software viruses or any other computer codes, files or programs that are designed or intended to disrupt, damage, limit or interfere with the operation of any software, hardware or telecommunications equipment, as well as to damage or gain unauthorized access to any system, data, passwords or other information of the Company or a third party;
will not use the Platform for phishing and fraud;
will not commit any other illegal actions, including obtaining unauthorized access to Confidential Information, its dissemination, unauthorized access to computer information, use, and distribution of malicious computer programs;
will not to modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any part of the Platform or otherwise attempt to obtain any source code or basic ideas or algorithms of any part of the Platform;
will not use any intelligent systems, robots, scrapers or other similar data gathering tools;
will not attempt to access parts of the Platform for which it is not authorized by the Company, bypass or attempt to bypass any security or password protection on the Platform, access the Platform in any way other than through the interface provided and authorized by the Company;
will not use or attempt to use the Services to upload, download, transmit, copy or store any information, data, or materials, or engage or assist in any activity that may: (i) infringe the intellectual property rights or other rights of any third party, (ii) contain any unlawful, harmful, threatening, abusive, defamatory or otherwise objectionable material of any kind, (iii) harm or attempt to harm others, (iv) have the potential to incite or produce conduct that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically, religiously or sexually discriminatory or otherwise objectionable, (v) assist any fraud, deception, or theft;
will not modify, disable, or tamper with any security features or technological measures implemented in the Platform;
will not exploit, disclose, or seek to discover vulnerabilities in the Platform without promptly reporting such findings to the Company;
otherwise infringe the Agreement, requirements of laws and regulations, rights and freedoms of third parties.

8. LIABILITY OF THE PARTIES AND LIMITATION OF LIABILITY

8.1. The Parties shall be liable for non-performance or improper performance of their obligations under the Agreement and its annexes as provided for by the laws of England and Wales and the Agreement.

8.2. In case of untimely payment for the Services under the Tariff Plan “Full package. Ads-free” in accordance with the terms of the Agreement and the relevant annex, the Company shall have the right to suspend the provision of the Client with the Extended access to the Platform until the full payment for the Services is made.

8.3. In case of failure to place QR codes by the Client under the Tariff Plan “Turnkey solution with earning” within the period established by Annex №1 hereto, the Company has the right to demand payment of a penalty, the amount of which is determined by the following calculation 40 (forty) US dollars for each Web page and QR code created by the Company. In this context, the Web page and the QR code containing a link to it shall be considered one and the same for the purposes of this clause. The determined amount of the penalty corresponds to the actual costs incurred by the Company in designing and creating each Web page and is a compensation for the Company's resources for creating unplaced QR codes.

8.4. The Company shall not be liable to the Client and/or third parties for: (a) non-compliance of the functionality of the Platform with the Client's expectations, (b) errors and failures in the operation of the Platform, QR codes and Web pages, (c) unavailability of the Platform and/or Web pages during technical works, as well as for the consequences that may result therefrom, (d) typographical errors, inaccuracies, omissions or other defects on the Platform and the Web pages, (e) the security of operation and content of third-party websites, links to which may be contained on the Platform and the Web pages, (f) losses or damages caused by any Client's breach of the terms of the Agreement, (g) lack of proper Internet connection of the Client, which may result in difficulties with access to the Platform, (h) delays and interruptions in the operation of the Platform that occur directly or indirectly for reasons beyond the reasonable control of the Company (server overload, malware, power outages, etc.), (i) the number of Visitors and their further actions on the Web pages, (j) lost profit or benefit, or for losses due to loss of access to the Platform or the ability to use the Platform, or interruption of the Client's business activities, regardless of the reasons and grounds for such losses, (k) for delay in the provision of the Services, if such were caused by improper performance of obligations by the Client, including, but not limited to, due to untimely and/or insufficient payment for the Services and/or failure to provide the necessary information and materials, (l) information and materials provided by the Client for publication on the Web pages and their substance, (m) determination of the cost of Advertising and/or Traffic, which affects the amount of the Client's revenue under the Tariff Plan “Turnkey solution with earning”, as well as for the discrepancy between the amount of revenue and the Client's expectations, (n) Advertising that may be published on the Web pages created for the Client who has chosen the Tariff Plan “Turnkey solution with earning” and accessed by the Visitors, as well as for its content.

8.5. The Company shall not be liable for the accuracy of the information and/or materials provided by the Client for the development of Web pages and its compliance with applicable law. Such liability is borne by the Client solely.

8.6. The Client agrees that the limitations of liability set forth in this section are a reasonable allocation of risk and are the material terms of the Agreement.

8.7. Advertising Providers may post active links to third-party websites on the Web pages created for the Client who has chosen the Tariff Plan “Turnkey solution with earning” that are not maintained by the Company. The Company is not liable for the policies of collecting and processing personal data of other companies, as well as for the practices of processing and using personal data of Visitors who follow links to other websites using the Web page.

8.8. The Client acknowledges and agrees that it is solely responsible for legal and financial liability for all actions using or accessing the Services. The Client utilizes the Services at its sole discretion and risk, and the Client thereby assuming all potential risks and liabilities associated with the Services's use, as well as any potential consequences.

9. INDEMNITY

9.1. The Client agrees to indemnify, pay the defense costs of, and hold harmless the Company and its respective employees, officers, directors, agents, contractors, and other representatives from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (1) the use of the Platform and Web pages, (2) placement of QR codes created using the functionality of the Platform, (3) violation of the terms of the Agreement and its annexes by any Client, (4) provision of information and materials owned by other persons to the Company for development of the Web pages, which resulted in violation of intellectual property rights of such persons. In case of any claims against the Company by third parties arising from the fault of the Client, the Client undertakes to cooperate with the Company within the framework of Company’s defense of such claims and to settle such claims with third parties at its own efforts and its own expense, protecting the Company from possible disputes, losses, damages, penalties, and other additional costs.

10. FORCE MAJEURE

10.1. The Company shall be released from liability for any delays, failures, or interruptions in the operation of the Platform, full or partial failure to fulfill their obligations under the Agreement and its annexes, if such non-fulfillment is caused directly or indirectly by force majeure circumstances. Force majeure circumstances include: fires, floods, mass diseases (epidemics, pandemics, epizootics), earthquakes, adverse weather conditions in the form of natural disasters, traffic accidents, riots and uprisings, military maneuvers and/or hostilities, legislative acts issued by legislative and/or executive authorities, including decrees of local authorities (local self-government bodies), interruption of the power supply network, hacker attacks, viruses and other circumstances that prevent the Company from fulfilling its obligations under this Agreement.

11. CONFIDENTIALITY AND NON-DISCLOSURE

11.1. “Confidential Information” means any non-public information (recorded in documentary form or stored on any storage medium) relating to the Parties' research and development, the Parties' data, trade secrets or know-how, including, but not limited to the procedure for cooperation between the Parties and the procedure for making payments to the Company, information and materials provided by the Client for creating Web pages, information on Traffic, information on business processes, technical solutions used by the Company to create QR codes, strategies of the Parties, developments, processes, technologies, designs, marketing, financial or other business information, information on the functionality of the Platform, its operation algorithm, statistical, analytical and reporting data, the procedure for using the Advertising Providers, as well as other information to which access is restricted.

11.2. Confidential Information does not include information that:

has become publicly available without violation of non-disclosure obligations;
was lawfully known to the Party before receiving it from the other Party;
was received from a third party or developed independently by the Party without violation of the non-disclosure obligations and without restrictions on disclosure in terms of this Agreement or any other agreement;
is subject to disclosure in connection with any claim or other dispute related to this Agreement.

11.3. Each Party agrees to keep confidential and not to use, except for the performance of its obligations under this Agreement and the annexes, all Confidential Information of the other Party. The Parties will use at least the same degree of care as they use to protect their own confidential information of equal value, but in no event less than reasonable care, to prevent the unauthorized disclosure or use of the other Party's Confidential information both during and after the termination of this Agreement.

11.4. Notwithstanding the termination or expiration of this Agreement, the Parties acknowledge and agree that their obligations of non-disclosure of Confidential Information shall continue to be effective during the term of this Agreement and for 3 (three) years following the expiry or termination of this Agreement.

11.5. The Company has the right, with the written consent of the Client, to post information about the cooperation of the Parties (including the Client's commercial and/or trade names) on the Internet both on its own resources (in the portfolio section) and on specialized platforms for finding customers (LinkedIn / Facebook / Instagram / TikTok / Upwork etc.), which is not considered a violation of this section.

11.6. The Party who violated the provision of this section is responsible for its actions and must compensate the other Party for all documented costs and losses incurred as a result of such violation.

12. THE INTELLECTUAL PROPERTY RIGHTS

12.1. The intellectual property rights to the Platform, including the Personal Account, which may include images, photographs, animations, design elements, text materials, code and other objects of copyright and/or related rights, as well as patent rights, trademarks, commercial designations and trade names, as well as other parts (regardless of whether they are part of the Platform or are its additional components or materials, as well as whether they can be separated from the Platform and used separately) belong to the Company in full from the moment of their creation and are protected in accordance with the laws of England and Wales, including the norms provided for by UK Copyright, Designs and Patents Act 1988, the Berne Convention for the Protection of Literary and Artistic Works (Paris Act of 24. 07.1971, as amended on 02.10.1979), the Universal Copyright Convention of 1952, as well as other international legal acts.

12.2. Hereunder, the Client, who has purchased the “Full package. Ads-free” Tariff Plan and during the validity period of the respective subscription, is granted a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Extended access to the Platform in its own personal and/or business activities, in particular, but not exclusively, the right to create, modify, place QR codes with links to the Web pages that were independently created by the Client and/or the Company in accordance with the terms of the Agreement and its annexes. The use of the Platform (including the Extended access to the Platform) and its functions is permitted only within the framework of the offered functionality.

12.2.1. The license granted by the Company does not result in the Client acquiring any exclusive property rights to the Platform and its components, including the right to perform actions related to the reproduction, modification, copying, decompilation of the Platform or its individual parts, transfer the right to use the Extended access to the Platform to third parties, as well as other actions listed in cl. 7.5.1 of the Agreement. The Company shall retain all exclusive property rights to the Platform and its components, except for those rights to which belong to third parties who have granted the Company the rights to use, distribute, publicly display and demonstrate them on the Platform.

12.2.2. The source codes of the Platform (including their parts) and algorithms of its operation are the Company's trade secrets, access to which is prohibited to the Client and third parties.

12.2.3. Any actions of the Client with respect to the Platform that are not expressly permitted by the Agreement and/or go beyond the available functionality of the Platform (including the Extended access to the Platform) are prohibited, and their performance by the Client is a violation of the exclusive property rights of the Company's intellectual property, which is a sufficient basis for termination of the Agreement and/or taking measures to protect the violated rights and legitimate interests of the Company.

12.3. The Parties confirm that the intellectual property rights to the information and materials that may be provided by the Client for the creation of the Web pages shall continue to belong to the Client, or to a third party that owns all exclusive rights to the information and materials provided and that has granted the Client non-exclusive rights to use and distribute them in accordance with the purposes of the Agreement. Meanwhile, the Company shall acquire exclusive intellectual property rights in full to other components of the objects from the moment of their creation, namely: software, program code, design elements, graphic images and illustrations that were independently created by the Company.

12.4. For the purpose of the proper functioning of the Web pages, the Client grants the Company a perpetual, worldwide, non-exclusive, royalty-free license to reproduce, incorporate into a composite work, create derivative works, process, adapt, publicly perform, publicly display, publicly demonstrate, publicly announce in telecommunication networks (on the Internet and other available networks), interactive provision of access to the public and other means of making the Objects, text, images, illustrations and other materials that the Client may provide to the Company for the development of the Web pages, whereby an unlimited number of users may access the Web pages and their content from any place and at any time of their choice. This license shall survive termination of the Agreement by either Party for any reason.

Meanwhile, the Company grants the Client the right to place QR codes with links to the Web pages in accordance with the terms of the Agreement.

13. TERM OF THE AGREEMENT

13.1. The Agreement shall enter into force upon the Client's acceptance of its terms and conditions in accordance with clause 1.3 hereof and shall remain in force for an indefinite period of the Services or unless earlier terminated by one of the Parties.

13.2. In the event that the Client selects the “Turnkey solution with earning” Tariff Plan, the validity of the Agreement shall persist until mutually terminated by the Parties or upon the request of either Party.

13.2.1. The Agreement may be terminated at any time by mutual agreement of the Parties.

13.2.2. The Agreement may be terminated by one of the Parties, but in any case with a notice of not less than 1 (one) calendar month prior to the date of termination, by sending a written notice to the other Party.

13.2.3. The Agreement may be terminated by the Company unilaterally from the moment of sending a relevant written notice if the Client evades the obligation to provide materials to the Company on the placement of the developed QR codes with Web pages in accordance with provisions of Annex №1 and/or fails to pay penalties under the Agreement for a long period of time (more than 5 (five) business days from the due date for payment), as well as in other cases where there is a material breach of the terms of the Agreement by the Client.

13.3. In the event that the Client selects the “Full package. Ads-free” Tariff Plan, the Agreement shall be valid for the duration of the subscription to the relevant Tariff Plan and shall be terminated unless extended by the Client or another available Tariff Plan is selected.

13.3.1. Nevertheless, the Company reserves the right to unilaterally terminate the Agreement at any time in case of a material breach of the Agreement by the Client. Early termination of the Agreement shall be without reimbursement for the Services actually paid for.

13.4. The Company reserves the authority, at its discretion and without incurring any liabilities, to cancel any selected Tariff plan and terminate the Agreement if the Client utilizes the Services in an improper manner, in particular, but not exclusively, places QR codes in a manner that indicate a violation of public morality, ethics, culture, as well as violate the norms of applicable law.

13.5. Upon expiration or termination of the Agreement, the Company has the right, at its sole discretion, to restrict the Client's access to the Platform, as well as to the developed Web pages or delete their content.

13.6. In case of expiration or termination of the Agreement, each Party shall be released from all obligations and liabilities to the other Party that have arisen or will arise after that date, except that any termination or expiration shall not release the Parties from their obligations under Sections 8, 9, 11 and 12 of the Agreement, nor shall it release the Parties from liability arising from breach of this Agreement.

14. DISPUTE RESOLUTION PROCEDURE

14.1. All disputes and differences that may arise in the course of performance of the Agreement or in connection therewith shall be resolved by the Parties through negotiations. All claims shall be considered by the Company in writing and sent to the Company's e-mail address, namely: [email protected], within 30 (thirty) days from the date of sending the letter by the Client.

14.2. If the Parties fail to settle disputes by negotiations, all disputes, controversy, or claims regarding any issues arising out of or related to this Agreement, including the conclusion, interpretation, execution, breach, termination or invalidity thereof, shall be referred to and finally resolved by arbitration under the LCIA Rules. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The language to be used in the arbitral proceedings shall be English. The governing law of the Agreement shall be the substantive law of England and Wales.

15. MISCELLANEOUS

15.1. The Company can change the terms of this Agreement and/or its annexes at any time. In this case, the Client’s continued use of the Services and/or payment for them shall mean that the Client agrees to the new terms of the Agreement and/or its annexes. The Company shall notify the Client about significant changes by posting a notification on the Website or sending the Client an email (if appropriate).

15.2. All notifications under the Agreement shall be in writing and shall be sent by means of communication chosen at the discretion of the Parties and/or by e-mail. For the purposes of correspondence, the Parties agree that the Company will use email addresses with the domain names @me-qr.com and/or @me-qr-museum.com, and the Client's email address will be the one specified by the latter when filling out the request form on the Website or in other forms of communication with the Company.

15.3. Notices shall be deemed received by the addressee Party on the day of their sending, and if sent on a weekend, holiday or other non-working day:

- on the first business day after such weekend, holiday or other non-working day.

15.4. The Parties confirm and warrant that the e-mail addresses provided for in cl. 15.2 hereof are their official e-mail addresses, access to which is available only to the Parties / persons duly authorized to act on behalf and in the interests of the Party, and each of the Parties has taken and will take all permissible and reasonable measures to protect the specified e-mail addresses during the term of this Agreement.

15.5. If any provision of the Agreement is found to be illegal or invalid under applicable law, such provision shall be deemed excluded from the Agreement, and all other provisions shall remain in force and continue to operate as if such illegal or invalid provision in the Agreement did not exist.

15.6. The Agreement and its annexes shall be valid in the version and on the terms and conditions existing at the time of its acceptance.

15.7. The Annexes to the Agreement, the provisions of which govern the Company's relations with the Client depending on the chosen Tariff Plan, constitute an integral part of the Agreement.

15.8. No failure or delay by either Party in exercising any power, right, or privilege provided in the Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers, or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in the Agreement.

16. COMPANY’S DETAILS

ME TEAM LTD

Company number: 13520483

Registered office address: 7 Bell Yard, London, England, WC2A 2JR

Email: [email protected].

Annex №1

to the Public Offer Agreement

Effective from 01 January 2024

TERMS OF PROVISION OF THE SERVICES UNDER THE TARIFF PLAN ”TURNKEY SOLUTION WITH EARNING”

Unconditionally accepting the terms and conditions of the Agreement, the Company, and the Client undertake to carry out these terms of provision of the Services under the Tariff Plan “Turnkey solution with earning” (hereinafter referred to as the “Terms”). These Terms are exclusively applicable to the collaboration between the Parties based on the selected Tariff Plan, namely, the “Turnkey solution with earning” chosen by the Client.

1. The Parties to this Annex have the following additional rights and obligations:

1.1. The Company shall:

1.1.1. Pay the Client's revenue in a timely manner in accordance with the terms hereof;

1.1.2. Ascertain the Client's access to the Personal Account and the Visitors' access to the Web pages' content during the Parties' cooperative period.

1.2. The Company has the right to:

1.2.1. Request and obtain information about the placement of QR codes;

1.2.2. Provide recommendations / advice on locations for placing QR codes;

1.2.3. Monitor and analyze the Traffic;

1.2.4. Restrict access to the Personal Account in accordance with cl. 13.5 of the Agreement.

1.3. The Client shall:

1.3.1. Place QR codes in the visual accessibility zone near the Objects for more effective Traffic attraction, in accordance with the recommendations of the Company;

1.3.2. Provide information on the placement of QR codes upon request of the Company;

1.3.3. Not place QR codes in a way that may indicate a violation of public morality, ethics, culture, as well as violate the norms of applicable law.

1.4. The Client has the right to:

1.4.1. Request from the Company the information required for the proper placement of QR codes, as well as the functioning of the Personal Account;

1.4.2. Demand payment of the revenue in accordance with the terms hereof.

2. The amount and procedure of revenue payment

2.1. The amount of revenue to be paid to the Client is determined as a percentage of the total cost of the Advertising paid by the Advertising Provider to the Company. The cost of Advertising may vary depending on the terms and conditions of different Advertising Providers and may be calculated based on the number of views of the Advertising on the Web pages and/or clicks of the Visitors on the advertising links.

2.2. The Client is entitled to receive revenue in the amount of 20% of the total cost paid by the Advertising Provider to the Company for the attracted Traffic to the Advertising, after taking into account all possible adjustments. The amount of revenue to be paid to the Client will be available and displayed in the Client's Personal Account.

2.3. The amount of revenue to be paid to the Client for each calendar month in which the QR codes were placed is calculated using the appropriate tool within the functionality of the Personal Account. The Client will be able to track the statistics of views of the Advertising and/or clicks on advertising links, based on which the amount of revenue to be paid to the Client is determined in its Personal Account.

2.4. The Parties agree that the payment of the Client's revenue shall be made upon the prior request of the Client in the Personal Account, with a stipulated frequency not exceeding once per calendar month. The Company reserves the right to assess the relevant request within a period of up to 7 (seven) calendar days. Subsequent to approval, the Company will proceed to remit the entitled revenue to the Client. The Client acknowledges and agrees that an extended duration may transpire between the Company's transfer and crediting to the Client's account due to circumstances beyond the Company's control, specifically attributing delays to the functioning of banking institutions / payment entities in the SWIFT transfer process.

2.5. Revenue shall be remitted to the Client's designated bank account (IBAN), as specified within the Personal Account.

3. Procedure for the provision of Services

3.1. The Client shall gain access to the Personal Account by registering and creating an account on the Platform. Registration shall be carried out by the Client / an authorized representative of the Client.

3.2. For the development of Web pages, the Client shall provide the Company with the initial information about the Object, which the Client wishes to place on the Web pages for Visitors to acquaint themselves with, scanning the relevant QR code. This allows the Company to develop the respective Web pages and QR codes. Upon completion of the development of the Web pages, the Company shall encrypt the links to them in the relevant QR codes.

3.3. Once the Web pages and/or QR codes are created by the Company, the Client shall approve them, which will be considered an expression of the Client’s consent and readiness to place the relevant QR codes. The created QR codes containing links to the Web pages become available in the Client’s Personal Account. They must be approved by the Client within 5 (five) business days from the date of access to the QR codes. In order to accomplish this, the Client shall send an email from its own email address to the Company email address with the text "Web pages created on __.__.202_ are approved" or "Web pages created in the period from __.__.202_ to __.__.202_ are approved" or in any other way that will unequivocally and unambiguously indicate the approval of the created Web pages.

3.4. In the absence of a response from the Client on approval or notification of additional wishes, comments and/or objections to the created by the Company QR codes and/or Web pages within the period specified in cl. 3.3 of the Annex, such QR codes and/or Web pages shall be deemed automatically approved. In case of additional wishes, comments and/or objections to the created QR codes and/or Web pages, the Parties shall hold additional consultations and negotiations aimed at adjusting the QR codes and/or Web pages to take into account the additional wishes. The Parties agree that changes to the QR codes and/or Web pages are possible only in case of detection of typos, misprints, technical errors that lead to improper functioning of the QR codes and/or Web pages, or other defects caused by the Company. Changes to the QR codes and/or Web pages for reasons other to those specified, including, but not limited to the Client's comments / objections regarding the design, structure or individual elements that do not impact the proper functioning of the QR codes and/or Web pages, as well as technical malfunctions that occurred through no fault of the Company, may be implemented for an additional fee to be mutually agreed upon by the Parties.

3.5. After receiving the necessary materials, including QR codes, from the Company, the Client shall place the QR codes in the visual accessibility zone near the Objects. The Client shall place the QR codes within 5 (five) business days from the date of their approval / recognition as automatically approved. The Client undertakes to ensure the proper condition of the QR codes during their placement and maintain it during the period of cooperation between the Parties, which allows unhindered scanning of them by potential Visitors.

3.6. At the request of the Company, the Client undertakes to provide materials with photo / video documentation of the placement of QR codes within 5 (five) business days.

4. Representation and warranties

4.1. The Client understands and agrees that the Company has no influence on the Advertising Provider when determining the cost of Advertising and/or Traffic, and, therefore, the amount of revenue that may be paid to the Client does not directly depend on the Company.

4.2. The Parties acknowledge and agree that the Advertising Provider may analyze the Traffic to determine its validity. In case of detection of invalid Traffic, which may be caused by artificial methods, bots, or other deceptive practices, such Traffic shall not be taken into account when calculating the amount of revenue to be paid to the Client. All decisions regarding the validity of the Traffic are made exclusively by the Advertising Providers and the Company is not involved in making such decisions.

In case of detection of invalid Traffic, the Advertising Providers have the right to adjust the amount of revenue to be paid to the Client before the date for making the transfer to the Client. The amount of revenue shall be adjusted by deducting the cost of invalid Traffic from the total amount of revenue to be paid to the Client.

Annex №2

to the Public Offer Agreement

Effective from 01 January 2024

TERMS OF PROVISION OF THE SERVICES UNDER THE TARIFF PLAN ”FULL PACKAGE. ADS-FREE”

Unconditionally accepting the terms and conditions of the Agreement, the Company, and the Client undertake to carry out these terms of provision of the Services under the Tariff Plan “Full package. Ads-free” (hereinafter referred to as the “Terms”). These Terms are exclusively applicable to the collaboration between the Parties based on the selected Tariff Plan, namely, the “Full package. Ads-free” chosen by the Client.

1. The Parties to this Annex have the following additional rights and obligations:

1.1. The Company shall:

1.1.1. Provide the Client with the opportunity to use the Platform in accordance with the terms of the Agreement and its annexes;

1.1.2. Provide the Client with the Extended access to the Platform after payment in accordance with the selected Tariff Plan.

1.2. The Company has the right to:

1.2.1. Receive payment for the Services in accordance with the terms and conditions set forth herein;

1.2.2. Terminate the provision of the Extended access to the Platform in case of non-payment for the Tariff Plan after the expiration of the previously paid period;

1.2.3. Terminate the provision of the Extended access to the Platform and terminate the Agreement unilaterally in case of violation of the terms of the Agreement by the Client in accordance with cl. 13.3 of the Agreement.

1.3. The Client shall:

1.3.1. Pay for the Services in a timely manner and in full in accordance with the terms of the Tariff Plan.

1.4. The Client has the right to:

1.4.1. Obtain Extended access to the Platform in a timely manner and in accordance with the established procedure.

2. The cost of the Services and payment procedure

2.1. Extended access to the Platform is provided through a subscription-based model, requiring the Client to make a full pre-payment, covering the entire cost of the Tariff Plan (100%).

2.2. The pricing for the Services for the provision of the Extended access to the Platform is established and specified on the Website.

2.2.1. The terms of the Tariff Plan “Full package. Ads-free” selected by the Client, including its cost, may be changed by the Company unilaterally. The Company shall notify the Client at least 10 (ten) business days before the scheduled effective date of the new terms of the Tariff Plan, and publish a corresponding notification on the Website. The change of the Tariff Plan does not affect the terms of the prepaid period of use of the Tariff Plan by the Client.

2.3. Extended access to the Platform will be granted once the Client has completed the full payment for the applicable Tariff Plan. The access duration will span 1 (one) month from the activation date.

2.4. In accordance with the terms and conditions set forth in the Agreement, the Client shall pay for the Tariff Plan using the electronic payment system of the Financial Agent provided by the Website functionality. The procedural guidelines governing payment through the Financial Agent's electronic payment system shall be subject to the rules established by the Financial Agent.

2.5. If the Client has made a payment, subscribed to the “Full package. Ads-free” Tariff Plan and provided the Financial Agent with its billing information, the Client acknowledges and expressly consents to be charged a recurring fee from the specified account at the subscription rate then in effect. The Client acknowledges that the terms and conditions of the Tariff Plan are subject to change and agrees to pay the applicable Tariff Plan fee unless the Client cancels the subscription as described herein.

2.5.1. Upon the conclusion of each subscription period, the paid subscription to the “Full Package. Ads-free” Tariff Plan will automatically renew for the designated duration for continued Extended access to the Platform for 1 (one) month. To avoid automatic renewal and subsequent charges, and in the event the Client desires to discontinue the utilization of Extended access to the Platform and terminate the subscription to the “Full Package. Ads-free” Tariff Plan, the Client must initiate the cancellation of the subscription through the Personal Account prior to the expiration of the pertinent subscription period.

2.5.2. The Client expressly acknowledges and agrees that, by not canceling the subscription before its expiration, it authorizes the automatic renewal of the subscription for the relevant period. The Client further acknowledges that charges associated with renewal will be applied.

2.5.3. In the event that the Client decides to cancel the subscription, this action signifies the discontinuation of automatic renewal. However, the Client will retain Extended access to the Platform for the remaining duration until the conclusion of the paid subscription period.

2.5.4. In the event that, for any reason, the recurrent payment for the applicable Tariff Plan is not processed as scheduled, the provision of services with Extended access to the Platform will be automatically terminated.

2.6. Under the “Full package. Ads-free” Tariff Plan, the Client has the right to order the development of Web pages from the Company, which is subject to a separate payment by the Client.

2.7. The Parties agreed that the cost of development of 1 (one) Web page is $40 (forty US dollars).

2.8. To order the development of Web pages from the Company, the Client is entitled to submit a corresponding request to the Company's support through the functionality provided on the Website or to contact the Company's e-mail address specified in Section 16 of the Agreement. Subsequent to reviewing the Client's request, the Company is authorized to issue an invoice for the web development Services, which will be forwarded to the Client's email address as supplied during communication or through other mutually agreed-upon means of communication between the Parties.

2.9. The invoice issued by the Company shall be paid in full within 5 (five) business days from the date of its receipt. Upon receipt of payment in the amount of 100% of the total cost specified in the invoice, the Company may commence the provision of the Web pages development Services in accordance with the Agreement and this Annex.

3. Procedure for the provision of Services

3.1. The Client shall be able to obtain the Extended access to the Platform only upon completion of the registration procedure on the Platform and creation of the Personal Account. Registration shall be carried out by the Client / an authorized representative of the Client.

3.2. During registration, the Client shall fill out the registration form and provide accurate information and keep it up to date. The Client understands that due to the provision of incomplete or inaccurate information, it will not be able to access the Platform, which will make it impossible for the Company to provide the Services.

3.3. The scope of the Platform's functionality available to the Client as part of the Extended access to the Platform is determined on the Website.

3.4. After crediting the required amount of funds to the Company's account, the latter provides the Client with the Extended access to the Platform. In the event of non-payment of the recurring fee in accordance with clause 2.5 of the Annex, the Extended access to the Platform will be restricted. As a consequence of the restriction of the Extended access to the Platform, the Company shall be entitled to independently place advertising materials on the relevant Web pages and/or QR codes created under the Tariff Plan “Full package. Ads-free”.

3.5. Any subsequent recurring payment charged as payment for the respective Tariff Plan and its crediting to the Company's account confirms the fact of the provision of the Services by the Company and their acceptance by the Client for the previous period without claims and objections. If the Client does not need to extend the period of the Tariff Plan, the Services for the provision of the Extended access to the Platform provided for the previous period shall be deemed to be properly provided and accepted by the Client upon expiration of such period, provided that the Client has not sent a justified claim regarding the improper provision of the Services by the time the provision of the Services is completed. The claim will not be considered justified if it relates to the cases specified in sections 7 and 8 of the Agreement.

3.6. The Client has the right to contact the Company regarding the development of Web pages. The Company commences the development of Web pages only upon receiving the necessary information and materials required for the proper provision of the Services, as well as after crediting the required amount of funds to the Company's account in accordance with cl. 2.9 of the Annex.

3.6.1. Upon completion of the development of the Web pages, the Company shall send a link with access to them to the Client’s e-mail address. The Company has the right to send links to the created Web pages gradually, depending on the degree of their completion. The Client shall approve the created Web pages within 5 (five) business days from the date of receipt of the e-mail with a link to the Web pages. For this purpose, the Client shall use its own e-mail address to send a letter to the Company’s e-mail address with the text "Web pages created on __.__.202_ are approved" or "Web pages created in the period from __.__.202_ to __.__.202_ are approved" or in any other way that will unequivocally and unambiguously indicate the approval of the created Web pages. The term for approval of the Web pages shall begin from the moment following the receipt of an e-mail from the Company containing a list of the Web pages and relating exclusively to those created Web pages that were sent in the relevant e-mail.

3.6.2. In the absence of a response from the Client on approval or notification of additional wishes, comments and/or objections regarding the Web pages created by the Company within the period provided for in cl. 3.6.1 of the Annex, such Web pages shall be deemed automatically approved. In case of additional wishes, comments and/or objections regarding the created Web pages, the Parties shall conduct additional consultations and negotiations aimed at adjusting the Web pages based on additional requirements. The Parties agree that changes to the Web pages are possible only if typographical errors, misprints, technical errors that lead to improper functioning of the Web pages or other defects caused by the Company are detected. Changes to the Web pages for reasons other to those specified, including, but not limited to the Client's comments / objections regarding the design, structure or individual elements that do not impact the proper functioning of the Web pages, as well as technical malfunctions that occurred through no fault of the Company, may be implemented for an additional fee to be mutually agreed upon by the Parties.

3.6.3. Approval of the Web pages in the manner provided for in cl. 3.6.1 and 3.6.2 of the Annex, confirms that the Client has no claims and comments regarding the quality and timeliness of the Services provided.