Public Offer Agreement

Revision dated 03/09/2020

Subject of the Agreement

The owner of the website https://www.mnemonicwords.com (hereinafter, the Site), represented by the Site Administration, and the individual hereinafter referred to as the User have entered into this User Agreement (hereinafter, the Agreement) as follows.

The Site Administration undertakes to provide the User with information services (access to the Service) for independent English-language study, and the User undertakes to accept and pay for these services.

Under Article 633 of the Civil Code of Ukraine, this Agreement is a public contract. This Agreement establishes the rules for providing the Service, including the terms for using information materials published on the Site and for publishing such materials by Users. The terms of the Agreement are the same for all Users and do not grant advantages to any person.

Use of the Service means that the User accepts and agrees to comply with all the terms set out below.

Definitions

Site means a computer program consisting of web pages published on the Internet and united by a common subject, design and the shared domain address www.mnemonicwords.com.

User means any person who uses the Service provided through the Internet.

Site Administration (Administration) means the persons authorised by the Site owner to perform management functions related to the operation of the Site and the provision of the Service. Unless expressly stated otherwise, the Site Administration acts on behalf of the Site owner.

Content means all information published on the Site, including text, photographs, audio and video materials.

User Account (account) means a password-protected online space containing information about the User and Content created by the User.

The Account contains the User's personal data, including postal and email addresses, age, interests and other information.

Description of the Service

The Service enables Users to study English in the following three ways:

• using specially developed methods and exercises for memorising foreign words, as well as educational information materials published on the Site;
• using grammar rules and specially developed exercises for practising grammar examples;
• using exercises and games that test vocabulary.

The Service may be accessed through a web browser.

The Site supports two types of User Accounts:

Basic Account (BA). This account provides free access to a limited set of Service features for an unlimited period.

A BA also includes free use of the online dictionary and all Library sections, without the ability to save words in cells.

Paid Account (PA). This type of account may be registered for a fee determined by this Agreement.

A PA provides Users with full access to all Site features: adding an unlimited number of words for memorisation, unlimited use of word-learning exercises and games, grammar exercises and tests.

By registering any type of Account, the User accepts the Account structure described above and the Administration's right to change or discontinue any feature of the selected Account type.

The Site Administration supports the full operation of all Site features in Google Chrome and Safari.

Rules for Using the Service

Account registration

The Site Administration makes every effort to provide the most comfortable and secure conditions for using the Service.

When registering, all Users must provide accurate, complete and current information about themselves in the relevant fields. If this information changes after registration, the User undertakes to update it as soon as possible.

A User Account has no expiry date.

A User may not register more than one Account. Registering an Account using fictitious personal data or on behalf of any third party is also prohibited.

The User may not reproduce, copy or duplicate an Account, give third parties access to the Account, transfer rights to the Account or use another person's Account to access the Service.

Account moderation and termination

The Administration may temporarily block access to an Account or delete it if there are grounds to believe that information provided by the User is inaccurate, incomplete or out of date.

At its discretion, the Administration may also block, restrict or terminate access to an Account, delete the Account, or mark or delete User Content at any time without prior notice if the User uses the Service to distribute spam or for malicious search-engine optimisation, or if the User's activity violates this Agreement.

The use of bots to distribute spam and/or collect Users' personal data, or the creation of an Account solely for commercial purposes, constitutes unconditional grounds for deleting an Account.

The Administration also reserves the right, at its discretion, to temporarily block access to an Account, delete any Content or restrict access to any part of the Service if Content published by the User infringes third-party intellectual-property rights, is pornographic, promotes war or national or religious hostility, promotes fascist or neo-fascist ideas, or shows disrespect for national or religious sacred objects. The same applies to Content promoting drug addiction, substance abuse, alcoholism or tobacco use, and to other actions that adversely affect public morality.

The Administration may delete inactive Accounts to improve the Site's capacity and performance. In that case, all Content in the inactive Account will be deleted. An Account is considered inactive if the User has deleted it or if access to it has been suspended for more than six months because the User violated this Agreement. The Administration is not liable for any possible financial loss or loss of profit caused by the deletion of Content.

The Administration also does not refund payments received from a User who owns a deleted Account.

To delete an Account, the User must email the Site Administration from the address used during registration and request deletion. The Administration advises that deleting an Account may take some time. When an Account is deleted at the User's request, all information about the User will be deleted immediately.

All obligations arising from this Agreement end when the User's Account is deleted.

The Administration may refuse to register an Account for a User whose Account was previously deleted for violating the Agreement.

Terms of Use of the Service

The Administration grants free access to a limited set of Service features for an unlimited period.

It also provides free access to the online dictionary and all Library sections without the ability to save words to lists.

Unlimited use of all Service features is available for a fee for the period covered by the subscription option selected and paid for by the User.

After the Paid Account subscription expires, the User may continue to use the Service in a limited mode until the subscription is renewed.

Promotions are held at the discretion of the Site Administration.

One of the Site's services is a reminder service for scheduled word reviews and grammar-rule reviews, delivered by email to the User.

The User chooses whether to receive reminders, selects the delivery time and specifies the email address to which they should be sent.

The User may change the reminder settings and unsubscribe from reminder emails at any time.

The User also undertakes not to mark reminder messages as SPAM.

The Administration provides Users with technical and information support.

Glossaries, phrases, set expressions and grammar rules are compiled at the Site Administration's own discretion and are original works.

It is prohibited to use or attempt to use any software or procedure to navigate or search the Site other than the search engine built into the Site and conventional, publicly available browsers such as Microsoft Internet Explorer, Safari, Mozilla Firefox, Opera, Chrome and similar browsers.

Any User action that, in the Administration's opinion, may restrict or interfere with the exercise of rights by other Users is prohibited.

The User understands and agrees that information published by the User may be used by search engines or other automated services.

When using information published on the Site, the User understands and accepts the risks associated with possible inaccuracies and with the possibility that some information may appear erroneous, offensive, obscene or otherwise objectionable. In such a case, the User must immediately stop using the Service and notify the Administration of the issue.

Users' views may differ from those of the Administration.

Payment for the Service

Payment for use of the Service (a Paid Account subscription) is made by the User by transferring funds using VISA or MasterCard through the payment system specified on the Site.

To pay for the Service, the User must follow the instructions shown on the Site.

The cost of a Paid Account and the payment procedure are determined independently by the Site Administration. After payment has been made, the User may not withdraw from the Service and request a refund of its cost.

At any time after this Agreement is published, the Administration may unilaterally change the list of payment systems and reflect those changes on the Site. The User bears all risks and adverse consequences associated with paying for the Service through other payment systems.

To avoid misunderstandings, the Administration informs Users that payment systems may charge commissions and fees in addition to the cost of the Service. These commissions and fees are charged for the use of the payment systems and are not refundable or reimbursable.

The User is also informed that the speed and quality of payment processing depend solely on the payment system through which payment is made.

If any problems arise during payment, the User must contact the Site's technical support service and the technical support service of the relevant payment system, providing a detailed description of the problem.

Messages from Users concerning financial matters are given priority by the Administration.

Rights and Obligations of the Parties

1. The User has the right to:

Use the Site's Content for personal, non-commercial purposes according to the status of the User's Account as described in this Agreement.

Publish Content that does not conflict with this Agreement.

Contact the Site Administration to resolve disputes or obtain assistance with use of the Service.

Unsubscribe from mailings and reminders at any time.

Edit the Account information or delete the Account.

2. The Administration has the right to:

Change the text of this Agreement at any time and at its discretion, with or without prior notice to Users. A new version of the Agreement takes effect when it is published on the Site.

At any time, with or without prior notice to Users, change the design of the Site, its Content, the list of services, the scripts, software and other objects used or stored on the Site, and any server applications.

Send Users email messages concerning use of the Site when necessary.

In the cases provided for by this Agreement, change (moderate) or delete any Content that violates the Agreement and suspend, restrict or terminate the User's access to all or any sections or services of the Site, with or without prior notice.

Impose additional restrictions on use of the Site, change those restrictions at any time and, at its discretion, create, amend or cancel the Rules for Using the Service.

3. The User undertakes to:

Take appropriate measures to keep the username and password used to access the Site secure.

Not collect other Users' personal data by automated or other means, including through unsolicited email (spam) or other unwanted information. The User must not request passwords or other identifying information from other Users for subsequent unlawful use for personal or commercial purposes.

Not publish personal information about other Users or third parties on the Site without their consent.

Not copy the Site by creating a duplicate (clone) website.

Not use the Site in any manner that may interfere with the normal operation of the Site and its services, including by uploading files that contain or may contain viruses or other malicious software.

Not publish any advertising, including commercial offers, campaigning materials, spam, chain messages (messages that require forwarding to one or more users), pyramid schemes or invitations to participate in them, or other similar information.

When publishing Content, not infringe third-party copyright, not alter Content published on the Site in order to conceal or substitute its source, and not publish Content that offends public morality.

The User also undertakes not to copy or reproduce, in whole or in part and in any form, the grammar rules, thematic glossaries, phrasebooks or foreign-language learning method used in the Service. The User has been informed of and accepts financial liability for violating this clause of the Agreement.

4. The Administration undertakes to:

Make every effort to ensure uninterrupted operation of the Service.

Use all technical means available to it to protect the User's Account against unauthorised access, destruction of information published by the User and other unlawful actions involving such information.

Preserve the User's statistics and provide Users with high-quality and timely technical and information support.

Copyright

Links to video files, books and texts published on the Site are provided for educational purposes and are not intended for sale or copying. Materials published on the Site are freely accessible.

Any link to a video file, book or text may be removed by the Administration upon the first request of a rights holder.

Photographs and other illustrations are published solely for educational purposes using Google Images technology. Each image contains a link to its source.

Some photographs and illustrations were purchased from www.shutterstock.com under that site's licence agreements.

For online resources, any form of quotation must include an active hyperlink to www.mnemonicwords.com at the beginning of the material and enclose the complete text of the Site materials in a tag.

When reproducing materials, the original text may not be reworked. Parts of a material may be shortened or rearranged only to the extent that its meaning is not distorted.

The User is responsible for any distortion of the meaning of materials caused by inaccurate reproduction.

Messages that fully duplicate Site materials may not be included in RSS feeds.

If the author's or rights holder's name appears in the ALT field or caption of a photograph or illustration, questions about reproducing it must be addressed directly to that person.

The User is informed that the Service and other software required for its operation may contain confidential information or other information owned by third parties.

Warranties

The Site and its services, including all scripts, applications, Content and design, are provided as is. The User is informed and understands that the Service is used at the User's own risk.

The Administration does not warrant:

• that the services will meet Users' requirements and expectations;
• the complete accuracy of the translations provided;
• any specific results from use of the Site and/or its services;
• that the software, servers and computer networks used by the Site are free from failures, errors and computer viruses;
• that the services will be provided without interruption, on time, securely and without errors;
• that any errors will be corrected.

Recommendations and other information received from the Site Administration orally or in writing do not impose any warranty obligations on the Administration except those specified in this Agreement.

Liability and Disputes

The Administration is not liable:

• for whether registered Users are who they claim to be or for any damage caused to other Users for this reason;
• for the quality or suitability of images or other illustrations selected by the User;
• for any damage caused to the User in connection with use of the Service, Site Content or other materials that Users or other persons accessed through the Site;
• for adverse consequences to the User resulting from changes to this Agreement;
• for harm caused to the User in connection with operational-search measures or investigative actions that affected operation of the Service;
• for harm caused by unlawful actions of third parties intended to disrupt normal operation of the Site;
• for interruptions in the Service due to maintenance work on the Site;
• in other cases not expressly specified in this Agreement but arising in one way or another from its substance.

The Administration is not liable for a breach of this Agreement if the breach is caused by force-majeure circumstances. Such circumstances may include the entry into force of legislation that prevents the proper operation of the Service or makes such operation impossible, fire, flood, earthquake, other natural disasters, loss of electricity and/or computer-network failures, strikes, civil unrest and other events beyond the Administration's control that may affect performance of its obligations.

The User agrees to bear individual responsibility:

• for the accuracy of materials published on the Site, including their compliance with legal requirements, infringement of third-party rights in the published materials, and the truthfulness of data provided when registering on the Site and paying for services;
• for any damage caused by the User's violation of this Agreement;
• for compliance with national laws governing the User's actions on the Internet and while using the Service.

All complaints about the quality of the Site or the Service should be sent to info(@)mnemonicwords.com or submitted through the Site's technical-support function.

All disputes arising from this Agreement shall be resolved through negotiation. If no agreement is reached, the dispute shall be submitted to a court in accordance with the laws of Ukraine.

Force Majeure

The Parties are released from liability for failure to perform their obligations where such failure is caused by circumstances beyond their control, including military action, natural disasters, industrial or other accidents, strikes, lockouts, acts of public authorities or administrative bodies and other circumstances that make performance of this Agreement impossible (hereinafter, Force Majeure).

Force Majeure applies, and the affected Party is released from liability for breach of this Agreement, where written confirmation (an opinion or certificate) from the Ukrainian Chamber of Commerce and Industry confirms that the Force Majeure has occurred.

The Party affected by Force Majeure must immediately notify the other Party and provide documents confirming the Force Majeure.

From the moment the other Party receives such notice, performance of this Agreement is suspended for the entire duration of the Force Majeure.

If Force Majeure continues for more than three months, either Party may initiate termination of the Agreement.

Termination of the Agreement

This Agreement terminates:

By mutual agreement of the Parties;

If a Party cannot perform its obligations because laws or regulations have been adopted that change the conditions established by this Agreement and either Party does not agree to amend the Agreement.

If the User violates the terms of this Agreement.

In other cases provided for by this Agreement and the applicable laws of Ukraine.

Processing of Personal Data

The User confirms that the User voluntarily and without charge consents to the processing of the User's personal data (including surname, first name and patronymic, registered and/or actual place of residence, identification number, state-registration data, bank details, telephone numbers, email addresses and other data) in the Contractor's “Clients” personal-data database. Processing includes collecting, recording, entering into a database, accumulating, storing, adapting, amending, updating, using, disseminating (including distribution and transfer), anonymising and destroying personal data in a database located in Ukraine for the purpose of performing obligations under this Agreement and ensuring the implementation of tax, business, civil-law and accounting relations. The User consents to the transfer of personal data to third parties in the minimum amounts necessary and solely for the purpose of performing obligations under this Agreement, consistent with the objective reason for collecting the relevant data.

The User confirms that the User has been informed of the rights established by the Law of Ukraine “On Personal Data Protection” of 1 June 2010 No. 2297-VI, as amended, and of the purpose for which personal data is processed and collected.

Term of the Offer

This Public Offer takes effect when it is published on the Contractor's Site and remains in effect until withdrawn by the Contractor.

The Contractor may amend the terms of the Offer and/or withdraw the Offer at any time at its discretion. If the Contractor amends the Offer, the amendments take effect when the amended text is published on the Contractor's Site, unless another effective date is expressly specified in the amended Offer.

Final Provisions

The Parties agree that all disputes and claims shall be resolved through negotiation.

The Parties understand that the Services are provided by a Contractor that is registered and operates under the laws of Ukraine and whose place of residence is also registered in Ukraine.

By accepting this Offer, the User agrees that all disputes connected with this Agreement shall be considered in accordance with the laws of Ukraine, without regard to conflict-of-law rules. The User also agrees that all such disputes are subject to the exclusive jurisdiction of the courts of Ukraine.

The headings used in the articles and clauses of this Offer are provided solely for reference and convenience. They shall not be interpreted as defining, limiting, amending or otherwise affecting the meaning of any term of this Offer or any part of it.

If any provision of this Offer is held invalid, the remaining provisions remain valid.

In all cases not covered by this Offer, the Parties shall be governed by the applicable laws of Ukraine.

Site Administration Details

Oleksii Kudria

Kyiv, Ukraine

mnemonicwords(@)gmail.com