AGREEMENT ON TERMS OF USE OF WEBPORTAL

This Agreement on the terms of use of the Web portal ("Agreement") is entered into between DAI Global LLC ("DAI"), within the framework of the United States Agency for International Development (USAID) Cybersecurity for Critical Infrastructure in Ukraine Activity ("Activity"), on the one hand, and an individual registered as a private entrepreneur, individual, organization, or legal entity that agrees to the terms and conditions of this Agreement("User"), on the other.  This Agreement is public and is published on the internet at the following address: [to be inserted: the address]. DAI considers the publication of this Agreement as a referral to any person who has reached the age of 18 years, organization or legal entity of a public offer, subject to clause 2.1.3 of this Agreement. By publishing this Agreement, DAI invites the indicated parties to enter into this Agreement on the terms set forth in this Agreement.  Hereinafter, DAI and User are separately referred to as the "Party" and together - "Parties".   WHEREAS, Implementing partners, as defined below, in particular, VFI, in close collaboration with the team working on the implementation of the Activity, provide the design and implementation of the Program, as defined below.  WHEREAS, this Agreement is developed for ensuring a clear and transparent Program implementation process, adherence to the regulations and requirements of Ukrainian law and DAI policies and ensuring a certain level of trust in the relationships between the Activity, Implementing partners (including, VFI), Mentors and Protégés during all stages of the Program's preparation and execution.  WHEREAS, this Agreement is a legal agreement between the User and DAI, by using this Web portal or registering to participate in the Program, the User agrees with all the following provisions of this Agreement, as well as with all other rules, policies and procedures relating to the Activity and the Program that DAI may provide to the User at any time.

‍1. DEFINITIONS
"Agreement" means this Agreement on the terms of use of the Web portal;  "Applicants" means the businesses applying for participation in the Program;  "Application" means the application submitted by the Applicants to participate in the Program;  "Web portal" means a website that collects, stores and manages all the information related to the Program;  "User content" means webinars, phonograms, video grams, text, graphics, audiovisual or any other material organized, developed or provided by DAI and the Implementing partners (including, VFI) and posted (available) on the Web portal for use by the User;  "Confidential Information" means information defined in Article 3 of this Agreement, any internal policies, business processes, information on the procedures for carrying out the Program, analytical, science approaches, technologies, knowhow, technical and Personal data, products, services, projects and product and services presentations and ideas of the Parties, including, the Mentors or Protégés; "User" means individual registered as a private entrepreneur, individual, organization, or legal entity that agrees to the terms and conditions of this Agreement (including, the Mentors and Protégés);  "Mentors" means international medium and large businesses that meet the eligibility criteria and will collaborate with the Protégés in the Program;  "Useraccount" means an account created (registered) by the User to use the Web portal for the purposes of the Program, in accordance with the requirements described in clause 2.1 of this Agreement;  "Partners" means the participants of the Program, in particular, the Mentors or Protégés;  "Partnerships" means the process of participation in the Program by the Partners;  "Personal data" means any information related to an individual (e.g., the representatives of the Partners) who is identified or may be identified;  "Activity" means the USAID's "Cybersecurity for Critical Infrastructure in Ukraine" activity performed by DAI with implementing partners: Catalisto, Florida International University, Information Systems Security Partners, Schweitzer Engineering Laboratories, Social Boost and Veterans First Initiative (referred separately or together as "Implementing partners");  "Program" means the Small and Medium Business Mentorship Program aimed at facilitating collaboration between international medium, and large businesses and Ukrainian small and medium businesses that possess cybersecurity or similarly associated capabilities;  "Protégés" means Ukrainian small and medium businesses that meet the eligibility criteria and will collaborate with the Mentors in the Program;  "User registration data" means information about the User, including full name, legal name of the entity, email, contact telephone number and address, as well as other information necessary to create the User account;  "Party" means DAI or the User when referring tothis Agreement;  "Parties" means both DAI and the User;  "MPIMS" means the information management system of the Program, in which the information of all Applicants and Partners is securely retained;  "VFI" means Veterans First Initiative, the Implementing partner responsible for the performance of the Program.

2. THE TERMS OF USE OF THE WEB PORTAL
2.1. The use of the Web portal and registration of the User account.  2.1.1."You" (and all of its derivations) means the User, in particular, you individually and any person acting as your agent, under your authority, or with your permission, and if you are accepting the terms of this Agreement on behalf of a company or other legal entity, that legal entity. You represent and warrant that you are: (i) at least 18 years of age(in accordance with the requirements of clause 2.1.3. of this Agreement); and (ii) capable of entering into a legally binding agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you further represent and warrant that: (x) you have the authority to bind the legal entity; (y) such legal entity is authorized to conduct business in Ukraine; and (z) all employees, officers, agents and other representatives of the legal entity who use your User account in the Web portal are duly authorized to access it. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT REGISTER TO PARTICIPATE IN THE PROGRAM OR USE THE WEB PORTAL.  2.1.2.To use the Web portal, the User will create their own User account by filling in the appropriate fields of the form for creating a new account available on the Web portal and providing complete and accurate User registration data. The User agrees to provide accurate and complete information when registering and using the Web portal, and to update the User account to maintain the information's accuracy and completeness. The User agrees that DAI and the Implementing partners (including VFI) may store and use the User registration data provided for the maintenance of your User account.  2.1.3.Only individuals over 18 years old may create User accounts.  2.1.4.You are solely responsible for maintaining up-to-date and accurate information pertaining to your User account on the Web portal. Neither DAI nor the Implementing partners have any responsibility for the authenticity, validity, accuracy or completeness of the User registration data.  2.1.5.You are responsible for keeping your User account password secure and for all activities that occur through or through the use of your User account on the Web portal, including the activities of others (whether or not the activities are authorized). You agree to notify DAI immediately of any breach of security of your User account. DAI reserves the right to require you to change any of your passwords if DAI believes they are no longer secure. Neither DAI nor the Implementing partners will be liable for any loss or damages of any kind that may arise because of the unauthorized access to or use of your User account.  2.2. Restrictions on the use of the Web portal and the User content.  2.2.1.The User agrees to use the Web portal and the User content only for their personal use for the purposes of the Program and within their role in the Program and must not:  2.2.1.1. gain access to or use the Web portal services other than as permitted under this Agreement, or damage, disrupt, or impede the operation of the Web portal;  2.2.1.2. use the Web portal in connection with any fraudulent or illegal conduct, transaction, or business, as determined by DAI and the Implementing partners at their sole discretion;  2.2.1.3. register for the Web portal by automated means or under false or fraudulent pretenses;  2.2.1.4. interfere with,circumvent or modify any security mechanism used by DAI or the Implementing partners;  2.2.1.5. transmit any viruses, worms, defects, Trojan horses or any programming of a destructive nature;  2.2.1.6. change or delete any copyright, trademark or other proprietary notices from any copy of the documents or materials, which the User may download or print from the Web portal;  2.2.1.7. use, intentionally or unintentionally, any of the User content on the Web portal in a manner contrary to or in violation of any applicable law, rule or regulation having the force of law;  2.2.1.8. use the Web portal in any manner that could harm, infect, take over, disable, overburden or otherwise impair any of the computer systems, including, but not limited to, the servers, networks and other components connected to or used for the Web portal;  2.2.1.9. interfere with any other User's use and enjoyment of the Web portal or the User content provided on the Web portal;  2.2.1.10. seek to gain access to any materials or information through any means that do not fit the User's role in the Program; or  2.2.1.11. attempt to do any of the foregoing acts, or assist or permit any person in engaging in any of the foregoing acts.  2.3. Information Management.  2.3.1. All Applicant and Partnership information will be solely and securely retained within the MPIMS. Information will include but not be limited to the Application packages, computerized self-administered questionnaire results, Partnership agreements, and Partnership progress reports. VFI will administer and manage the MPIMS until the end of the Activity.  2.3.2. The Web portal functions as the user interface for the MPIMS and contains the relevant Program's information; the Program's overview, participation guidelines, frequently asked questions, applicable references and points of contact.  2.3.3. In the event that the Application is not approved for the Partnership, a record of the Application will be retained in the MPIMS during the Activity period but any and all information provided in the Application package will be expunged from the MPIMS at the earliest available opportunity.  2.3.4. In the event that an active Partnership is terminated, a record of the reason for Partnership termination will be retained in the MPIMS during the Activity period but any and all information provided in the Application package will be expunged from the MPIMS at the earliest available opportunity.  2.4. The use of the User content and data access limits.  2.4.1.The Web portal contains general information about the Program and a separate portal for administrators and Partners. In accordance with what the User seeks to obtain from the Web portal and their role in the Program (e.g., the Applicant, the Partner Mentor or Protégé), the User can control the scope of the tasks that they can perform, the data they can search for and the amount of resources they can access on the Web portal.  2.4.2. The User uses the User content on the Web portal on the following conditions:  2.4.2.1. The User is allowed to use the User content only for the purposes of the Program;  2.4.2.2. The User is prohibited from copying, storing and writing to disk or any other media the User content for their personal use and not for the purposes of the Program, and is prohibited from distributing the User content on the internet;  2.4.2.3. The User is prohibited from providing access to the User content to any third parties;  2.4.2.4. The User is prohibited from hacking the software and/or otherwise interfering with the operation of the Web portal, as well as using the Web portal for any illegal activities.  2.4.3. DAI, including, if instructed by the Implementing partners and VFI, reserves the right to cancel the User account of any User for violation of the Agreement and/or the rules of use of the User content on the Web portal.  2.4.4. DAI reserves the right to change the User content depending on the role of the User without prior notice to the User and is not responsible for making such changes.

‍3. INTELLECTUAL PROPERTY, LICENSES AND OTHER RIGHTS  3.1. DAI owns and operates the Web portal. DAI retains all rights, title,and interest in all materials appearing on the Web portal, including the text, design, logos, graphics, icons and images, as well as the selection, assembly and arrangement thereof, names, trade names, trademarks, service marks, slogans, logos, domain names, or other indicia of DAI in connection with the Program and the Activity.   3.2. Use of the Web portal does not provide the User with ownership of any intellectual property rights to the Web portal or the User content that the User can access. The User may only use the User content as expressly permitted by the Web portal and the terms of this Agreement.  3.3. So long as the User complies with the terms of this Agreement, DAI and the Implementing partners grant the User a limited, nonexclusive, as is, revocable, nontransferable license, without right of sublicense, which extends to the territory of Ukraine for the use of User content, under the terms set forth in this Agreement and for the term of the Agreement only by types (methods) of use technically prescribed by the Web portal and the terms of this Agreement.  3.4. Notwithstanding the above, DAI and the Implementing partners do not grant the User any rights to use the trademarks, logos and other branding materials that may be contained in the User content and on the Web portal without the prior written permission of the owner of such materials.  3.5. DAI and the Implementing partners reserve all exclusive intellectual property rights to the User content that belong to them, including the right to prevent and prohibit the illegal use of the User content by third parties.  3.6. The User undertakes not to infringe, directly or indirectly, the intellectual property rights of DAI's or the Implementing partners' intellectual property in any way. The User will immediately contact DAI in the event of any issues regarding intellectual property claims or violations.

‍4. CONFIDENTIAL INFORMATION
‍4.1. For the purposes of this Agreement, Confidential Information will mean any financial, commercial, technical or other information in any form disclosed by the Parties and the Implementing partners in accordance with this Agreement, in respect of the Activity and the Program. Confidential Information includes, but is not limited to, information and data concerning source codes, architecture, technologies, computer programs (or their parts) developed or being developed by the Parties or and the Implementing partners, or their employees, affiliates, agents, suppliers or clients; business and product development plans and efforts; research and development plans, knowhow; schemes and designs that relate to products, software, inventions, formulas and technologies; information about investors and strategic partners; the Parties' contracts; agreements with investors and strategic partners; and Personal data of the Parties' current and prospective employees and consultants. The Parties acknowledge that due to the specifics of the Activity and the Program, the Confidential Information may not always be explicitly marked as "Confidential", but will still be treated as confidential if the information is not in the public domain (e.g., access to such nonpublic information or documentation in electronic form may be protected by a password or storage/media with information may be held in secure areas of the Parties' premises). In the case of any doubt about the status of the information, the Party will write to the other Party and will treat information as Confidential Information until receiving the Party's response.  4.2. Confidential Information will not include the following information: (i) is generally known to the public (unless it became publicly available because of a confidentiality breach or another breach of this Agreement by the Parties); (ii) was properly and lawfully in the Party's possession prior to the time that it was disclosed by the other Party; (iii) corresponds in substance to information furnished to the Party, as the case may be, by another person without any restriction on disclosure; (iv) is independently developed by or on behalf of the Party or its representatives or Implementing partners; and (v) may not be considered as confidential (or may not be considered as a commercial secret) under Ukrainian law.

‍5. NONDISCLOSURE OBLIGATIONS
5.1. The Parties must not, directly or indirectly, disclose the Confidential Information without the written consent of the Party that owns such information, except if it is requested through a written request of competent governmental authorities (e.g., the government of Ukraine, local governmental or law enforcement authorities, etc.). Any transfer, or facilitation to transfer, of the Confidential Information to any third party (except Implementing partners) by any means and in any form, including but not limited, in paper, electronic, by sending email messages, instant messengers, etc., disclosure at public events, in mass media, by posting (publishing) on the internet and social networks, etc., will be treated as a disclosure under this Agreement.  5.2. In the case of a request from competent governmental authorities (e.g., the government of Ukraine, local governmental or law enforcement authorities, etc.) to disclose/transfer the Confidential Information as required by applicable law, the disclosing Party must inform the other Party within 3 (three) calendar days from the moment of disclosure of such Confidential Information and provide the other Party, the Applicants or the Participants with: (i) a copy of the competent governmental authority request; and (ii) detailed description of the disclosed Confidential Information.  5.3. In the case of transfer of the Confidential Information to third parties (except the Implementing partners) including requests of governmental authorities or upon the owner's written consent, the Parties will inform such third party about the confidential status of the provided information. 5.4. The Parties must use the Confidential Information exclusively for the purpose of the Activity and the implementation of the Program. Any use of the Confidential Information, directly or indirectly, for private use or the benefit of any third parties will be considered as a breach of this Agreement.  5.5. Each Party must ensure that the Confidential Information is protected with the same security measures and degree of care that would apply to its own confidential information.  5.6. Pursuant to this Agreement, no license or patent, copyright or other intellectual property rights in the objects, whether registered or not, to which the Parties may access, will be transferred (alienated) or licensed (sublicense) by one Party to the other Party. The Party that gains access to these objects does not receive any ownership rights to them, and may use (if necessary) them to the extent and on the terms agreed in writing with the other Party. The disclosure of such information, which is part of any object of intellectual property rights, or contains information about such object, does not give the Party the right to unauthorized disclosure (other distribution) or use, or disposal of such information.  5.7. The User undertakes not to use the Confidential Information to the detriment of any other Users, DAI or the Implementing partners and undertakes to use it only in connection with the Activity and Program.  5.8. The nondisclosure obligations stated in this Agreement will be effective for three years after the termination of the Agreement or after the Program has finished.

‍6. RETURNING AND DESTROYING CONFIDENTIAL INFORMATION
6.1. At any time during the term of validity of this Agreement at the request of the Party or the Implementing partners that own the Confidential Information or immediately after the termination of this Agreement, the other Party will return all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, or reproductions of any aforementioned items (in any form or media including paper, electronic, optic etc.) that were provided for the purpose of this Agreement. The Parties will not keep in their possession or make any copies of any of the materials or information and undertake to destroy all copies of such materials from any storage media after the termination of this Agreement between the Parties. Upon the expiration of the term of the User's collaboration within the Program or after the Program has finished, depending on what happens first, the User must promptly return all Confidential Information and the materials provided to them for the purposes of the Program and destroy all copies of such information and materials.

‍7. PROTECTION OF PERSONAL DATA AND INFORMATION
7.1. By accepting the terms of this Agreement, the User gives DAI the consent to the collection, storage, transfer, disclosure, depersonalization of the User registration data, which may contain Personal data.  7.2. The User voluntarily provides DAI with their User registration data, which may contain Personal data.  7.3. The User registration data, including Personal data, will be processed for the purpose of the legal registration of the conclusion of this Agreement and granting access to the User content on the Web portal.  7.4. DAI and VFI will be the processors of the User registration data, which may contain Personal data.  7.5. The User registration data, which may contain Personal data, will be deleted together with the closing of the User account upon termination of this Agreement.  7.6. Sending a written notice of withdrawal of consent to the processing of Personal data by the User is equated to a written notice of unilateral termination of the Agreement provided for in clause 10.4. of this Agreement. Within 30 days of receipt of such notification by DAI, the Agreement will be deemed terminated and the User registration data will be deleted together with the closing of the User account.

‍8. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
‍8.1. DAI and the Implementing partners (including, VFI) make no warranties or representations about the User content, including but not limited to its accuracy, reliability, completeness or timeliness. DAI and the Implementing partners (including, VFI) will not be subject to liability for truth, accuracy or completeness of any information conveyed to the User or for errors, mistakes or omissions therein or for any delays or interruptions of the data or information stream from whatever cause. The User agrees to use the Web portal and the User content at their own risk.  8.2. DAI and the Implementing partners (including, VFI) do not warrant that the Web portal will operate error free or that this Web portal, its server, or the User content is free of computer viruses or similar contamination or destructive features. If the usage of the Web portal or the User content results in the need for servicing or replacing equipment or data for the User, DAI and the Implementing partners (including, VFI)will not be responsible for those costs.  8.3. DAI and the Implementing partners (including, VFI)do not warrant the storage of the User content posted by the User on the Web portal, therefore, if the User is interested in storing any User content posted on the Web portal, the User must use other ways to store the necessary information. The User confirms that they use the Web portal at their own risk.  8.4. DAI and the Implementing partners (including, VFI)do not warrant that any information uploaded by the Users within the Web portal will meet the criteria of reliability, accuracy and relevance.  8.5. The Web portal and the User content are provided on an "as is" and "as available" basis without any warranties of any kind. DAI and the Implementing partners (including VFI)hereby disclaim all warranties, including, but not limited to, the warranty of title, merchantability, noninfringement of third-party rights and fitness for a particular purpose.  8.6. The Party that has disclosed the Confidential Information to third parties in violation of the terms of this Agreement will be liable for the disclosure of Confidential Information within the limits of proven damages incurred by the other Party.  8.7. DAI and the Implementing partners (including VFI)will not be liable in any way for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits or damages resulting from lost data or business interruption) resulting from the use or inability to use the Web portal and the User content, whether based on warranty, contract, tort (including negligence) or any other legal theory, even if DAIand the Implementing partners (including VFI) have been advised of the possibility of such damages.  8.8. DAI and the Implementing partners (including VFI) are not responsible for the termination of access to theWeb portal that did not happen as a result of their fault, and is not responsible for any damage caused to the User by such temporary suspensions of access.  8.9. From time to time DAI and the Implementing partners (including VFI) may maintain the Web portal, although DAI and the Implementing partners (including VFI) do not take responsibility for notifying the User of scheduled and unscheduled maintenance activities, DAI and the Implementing partners (including VFI) will endeavor to take possible measures to notify the User, but will not be liable for any damages caused to the User by such temporary suspensions of access.  8.10. Compensation for damages caused by nonperformance or improper performance of this Agreement will not release the Party from fulfilling its obligations under this Agreement.
‍
‍9. INDEMNIFICATION
‍9.1. You agree to indemnify and hold harmless DAI or the Implementing partners(including VFI) and its and their officers, directors, employees, representatives and affiliates from and against any and all claims, liabilities, damages (actual and consequential), losses, fines and expenses (including legal and other professional fees and costs of investigation) arising from or in any way related to (a) your use of the Web portal; (b) your (or anyone using your User account) breach of the terms of this Agreement or applicable law; (c) your negligence or willful misconduct; (d) any dispute between you and a third party, including any other User; or (e) your violation of any third party's rights, including any intellectual property rights.

‍10. CONCLUSION AND TERMINATION OF THE AGREEMENT
‍10.1. The Agreement is concluded by implicit actions. The Agreement is considered concluded by the User, which means full and unconditional acceptance by the User of all terms of the Agreement without any exceptions and/or restrictions, and equates to the conclusion of a bilateral written Agreement from the User's acceptance.  10.2. The User is considered to have accepted the acceptance from the moment of affixing the appropriate mark in the process of creating a User account on the Web portal.  10.3. This Agreement will enter into force upon its conclusion by the User (in accordance with clauses 10.1. and 10.2. of this Agreement) and will be valid for one calendar year. After the end of the first calendar year, this Agreement will be automatically extended for another term of one year.  10.4. The Agreement may be terminated early by either Party, by sending a written notice to the other Party at least 30 (thirty) days before the scheduled date of termination. In case of violation of the essential terms of this Agreement by one Party, the other Party has the right to terminate this Agreement by sending a written notice 15 (fifteen) days before the scheduled date of termination.  10.5. DAI, including, if instructed by the Implementing partners and VFI, may suspend or terminate your use or access to the Web portal at any time, with or without cause, and without notice, including in the event DAI believes that: (I) your contact information is not up-to-date or you do not respond to communications directed to you; (II) the information you have provided to use the Web portal is false, inaccurate, not current, or incomplete; (III) you are engaged in illegal activity; (IV) you have breached any of the terms of this Agreement; or (V) your User account has been inactive for more than one (1) month.  10.6. DAI, including, if instructed by the Implementing partners and VFI, has the right to refuse to fulfill its obligations under this Agreement in the manner prescribed by clause 10.4. of the Agreement, and in case the User faces any damages caused by the termination of the Agreement, DAI is exempt from any compensation of such damages.   10.7. The User's refusal to fulfill its obligations under this Agreement (termination of the Agreement at the initiative of the User) is also considered a refusal of the User to participate in the Program.  10.8. Upon the termination of this Agreementfor any reason, the rights and licenses granted to the User with respect to the User content will immediately terminate and you will immediately have to cease all use of the Web portal.

‍11. CHANGES IN THE AGREEMENT
‍11.1. DAI may change this Agreement unilaterally without prior notice to the User. The changes take effect on the day of publication.  11.2. The current version of this Agreement is available (published) on the internet at: [to be inserted: the address].  11.3. The User understands and agrees that their consent to the terms of this Agreement or the use of the Web portal after the date of publication of changes to the Agreement means the User's consent to the updated terms. If the User does not agree with the updated terms of the Agreement, they may terminate the relationship with DAI in the manner prescribed by this Agreement.

‍12. GOVERNING LAW AND RESOLUTION OF DISPUTES  12.1. Ukrainian law will govern all relations arising out of this Agreement.   12.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, execution, breach, termination or invalidity thereof, will be settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its rules. The number of arbitrators will be three. The place of arbitration will be Kyiv, Ukraine. The language to be used in the arbitral proceedings will be English.

‍13. FINAL PROVISIONS  13.1. This Agreement constitute the entire agreement between you and DAI with regard to its subject matter.  13.2. This Agreement does not create and must not be construed as creating a joint venture, co-ownership, partnership, or agency relationship between you and DAI.  13.3. At the request of the User, the Parties may execute this Agreement in writing. If the User needs a printed copy of this Agreement and signed by DAI, the User prints and signs the current version of the Agreement in two identical copies and sends both copies by mail or courier or delivers them in person to DAI (subject to additional prior agreement by the Parties on the date and time of arrival of the User or the User's representative). DAI undertakes to sign the Agreement in full compliance with the current version of the Agreement published on the internet at: [to be inserted: the address], and return to the User one copy by registered mail (or in person) at the location of the User, of which the latter undertakes to notify DAI in writing.  13.4. In case a provision of this Agreement is or becomes invalid, this will not affect the validity of this Agreement as a whole. The Parties agree to replace any such invalid provision with a valid provision that comes as close as possible to their initial intents. 13.5. This Agreement has been executed in English and Ukrainian. In the event of any inconsistency or conflict between the English version and the Ukrainian version, the English version will prevail.

ADDRESSAND DETAILS
‍DAI:DAIGlobalLLC
‍Address for notices: 01034, Kyiv, Volodymyrska str, 49a, office 247