This Offer is a proposal by the School to an unlimited number of individuals to conclude an Agreement
and contains the full set of terms and provisions of the Agreement, as set forth below.

1. DEFINITIONS

1.1. “Website” – the School’s website on the Internet with the URL: https://www.module.exchange, as well
as electronic resources linked on the said website.
1.2. “You” or “Student” – an individual who, according to this Offer, may act as a Student and has
completed Registration. The term “Student” used herein shall equally apply to each and every student,
regardless of gender.
1.3. “War” – a set of actions and events within the full-scale armed aggression of Russia against Ukraine;
the armed defense against such aggression, as well as martial law in Ukraine.
1.4. “Data” – the Student’s personal data provided during Registration, as well as in other questionnaires
(forms) which the School may send to the Student during the term of the Agreement. This may include full
name, contact phone number, email address, information about the chosen Course, and other data
defined by this Offer or published on the Website.
1.5. “Agreement” – the service agreement, the terms and provisions of which are set forth in this Offer,
together with any documents referenced herein or executed in connection with the Agreement or this
Offer.
1.6. “Class” – an event (seminar, workshop, or other activity) that the Student is entitled to attend under
the Agreement; conducted under the Program, during which Services are provided.
Classes are usually part of a Course; however, they may also be held outside the framework of Courses.
Classes may be conducted online, offline, or in hybrid format, as provided by the Program. Information
about Classes is published on the Website.
1.7. “Course” – a series of Classes united by a common theme (subject, goal), conducted under the
Program. Information about Courses is published on the Website.
1.8. “Learning Materials” – a collection of educational, informational, and/or presentation audio, photo,
and/or video materials, as well as the results of consultations provided to the Student within the Services.
Access is granted to the Student under the Agreement and the Program, including through demonstration
during Classes; sending electronic files to the Student and/or providing access to Chats or electronic
storage, or other collections or resources of the School (both online and offline).
1.9. “Required Devices” – items (devices, equipment) specified by the Program, which the Student must
possess and be able to use in order to consume the Services.
The Student undertakes, independently and at their own expense, to deliver the Required Devices to the
location of the Class; ensure their operability, safety, and proper technical condition.

1.10. “Offer” – this Public Offer to enter into the Agreement.
1.11. “Services” – the set of services provided under this Agreement, the scope, content, and procedure
for delivery of which are determined by the list below, the terms of the Agreement, and the relevant
Program. Services may include, in particular:
1.11.1. educational and informational services in the field of culture (music), including the creation and
distribution of music with the use of electronic technologies, as well as related business processes and
other creative activities, provided under the Program, and/or
1.11.2. consultations on cultural (musical) matters, including through access to Chats and/or electronic or
in-person offline communication between the Parties, and/or
1.11.3. provision of limited-term access (including demonstration) to Learning Materials, and/or
1.11.4. services of providing the Student with additional equipment to consume the Services (except for
Required Devices), and/or
1.11.5. other Services that may be provided under the Program.
Services may be delivered online, offline, or in hybrid format, as provided by the relevant Program.
1.12. “Rules” – the Rules for Participation in a Class (Annex A to this Offer).
1.13. “Program” – information about a Course or Class published on the Website, containing the main
terms of their delivery and including, without limitation: the topic (subject, content, purpose); the expected
outcome (which the School helps the Student achieve); the structure, duration, time, and place of
delivery; the format and content of the Course or Class; the scope, price, and procedure for delivery of the
relevant Services; and other material terms and conditions.
The Program may specify that certain parts or features of the Course or Class will remain undisclosed to
the Student until the start. The Program may also specify Required Devices.
The School may, without additional notice or consent, make minor changes to the Program during the
Course or Class (e.g., change the time or location, topics, replace contractors or other persons, change
methods of service delivery, etc.). In case of significant changes, the School will update them on the
Website.
1.14. “Registration” – a set of actions performed within the timeframe set by the Program, through the
Website or electronic communication between the Parties using the contacts specified in this Offer,
including:
1.14.1. the Student informing the School of their selection of a Course or Class, including the provision of
Data,
1.14.2. the Student’s acceptance of the Offer,
1.14.3. the School providing confirmation of agreement to conclude the Agreement (possibility of
providing the Student with the Course).

1.15. “Party” and “Parties” – respectively, the Student or the School individually, and the Student and the
School collectively.
1.16. “School” – jointly refers to:
1.16.1. Sole Proprietor MYKHAILO SERHIYOVYCH PROTSENKO (Taxpayer Identification Number:
3569101876, address: Ukraine, 58000, Chernivtsi Region, Chernivtsi, 26 Sheptytskoho Andrei
Metropolitan Street, Apt. 8), and
1.16.2. all and any of his authorized representatives, employees, contractors, and other persons involved
in providing the Services (including, in particular, persons whose work or creative output is used in the
delivery of Services).
1.17. “Chat” – any group conversation in messengers or other resources (applications) uniting Students
and the School (its representatives).

2. NATURE OF THE OFFER AND CONCLUSION OF THE AGREEMENT

2.1. This Offer is a proposal to conclude an Agreement in accordance with Article 633 of the Civil Code of
Ukraine and contains the terms and provisions of the Agreement. The authentic original of the Offer is the
electronic file posted on the Website.
2.2. The School is entitled, at its sole discretion, unilaterally, without limitation, without prior notice, and
without any additional formalities, to amend this Offer at any time by posting a new version on the
Website. In such case, the new version of the Offer shall take effect and apply from the moment it is
posted on the Website.
2.3. Only unconditional acceptance of this Offer is permitted. A Student’s proposal to amend the Offer (to
enter into an agreement on other terms) shall be subject to separate consideration in accordance with the
legislation of Ukraine.
2.4. Any action taken by the Student as part of Registration constitutes unconditional acceptance of this
Offer. The Agreement is deemed concluded and effective from the moment of Registration. The
Agreement does not require signature or other additional formalities.

3. MAIN PROVISIONS OF THE AGREEMENT

3.1. Under the Agreement, and under the terms and procedures established therein, the School
undertakes to provide Services to the Student, and the Student undertakes to accept and pay for such
Services, and to comply with the requirements established by this Offer.
3.2. The Agreement is a paid contract. The price of the Agreement is the sum of the prices (value) of all
Services provided under it.
3.3. The procedure for providing Services is defined by the Agreement and the Program. The term for
providing Services is defined by the Program but is in any case limited by the duration of the Agreement.
3.4. The place of provision of Services is the actual place of service delivery or, if it cannot be determined,
the School’s address. The place of a Class shall be:

3.4.1. for offline Classes – the actual location specified in the Program,
3.4.2. for online Classes and Services provided in other forms – the electronic address granting access to
the Class or Learning Materials,
3.4.3. for the purposes of Section 4 of the Rules – the city of Kyiv in any case.
3.5. The School, independently, without additional approvals or any formalities, may at its discretion:
3.5.1. determine, amend, and/or clarify the structure, topic, subject, or goal of a Course or Classes, the
content of the Program, and the methods and means of Service delivery,
3.5.2. engage contractors or other persons for Service delivery; replace them (including during the Course
or Class),
3.5.3. determine and change the scope and list of Learning Materials and Required Devices (before the
start of the Course or Class).
3.6. The Student may not use the rights granted under the Agreement in any manner other than for
meeting their own educational and cultural needs in the manner defined by the Offer.
3.7. The Student may not transfer their rights or obligations under this Agreement without the School’s
prior written consent. The School, at its discretion, without further approval or formalities, may transfer its
rights and obligations (in whole or in part) under this Agreement to third parties without limitation.
3.8. The terms of this Agreement may be changed with respect to persons who have completed
Registration and enjoy benefits in accordance with Ukrainian law. The circle of such persons and the
benefits granted by the School shall be determined by the Program.

4. STUDENTS AND REGISTRATION

4.1. Registration performed in violation of Ukrainian law or this Offer is null and void and does not confer
Student status.
4.2. Registrations are considered by the School in the order they are received. Completion of Registration
(confirmation by the School) constitutes recognition by the School of the person’s Student status.
4.3. The School independently makes decisions on recognizing individuals as Students and accepting
their Registrations. The School’s decisions on such matters are final and not subject to appeal. The
School does not engage in disputes or communication regarding recognition of Student status or related
issues.
4.4. A Student must be an individual with full legal capacity who has completed Registration. In any case,
persons subject to sanctions or other restrictive measures imposed by Ukraine may not act as Students.
The conclusion of the Agreement with minors or legally incapacitated persons is carried out in accordance
with applicable Ukrainian law.
4.5. By completing Registration, the Student, without additional formalities:

4.5.1. declares and confirms that they are fully acquainted with this Offer; understand its content and legal
significance; confirm that the terms and provisions of the Agreement reflect their will and applicable law,
and do not violate their rights or legitimate interests,
4.5.2. declares and confirms that they are eligible to act as a Student under this Offer,
4.5.3. confirms that the Program of the selected Class or Course satisfies them, complies with Ukrainian
law and public morality, and does not violate their rights or legitimate interests,
4.5.4. grants the School consent for the free processing of Data (including, but not limited to, collection,
registration, storage, accumulation, adaptation, use, dissemination to third parties, and/or destruction)
within the scope of the School’s business activities (including offering Services to the Student and others,
informing about the School’s activities, conducting market research, compiling indicators of the School’s
activities, distributing news, messages, advertisements, as well as performing the Agreement),
4.5.5. unconditionally grants all consents, declarations, and warranties contained in the Offer and the
Rules,
4.5.6. confirms the completeness, accuracy, and correctness of the Data as of the Registration date, and
undertakes to promptly notify the School of any changes,
4.5.7. agrees to strictly comply with Ukrainian law and the terms and provisions of the Agreement
(including the Rules),
4.5.8. declares and confirms that Registration was completed independently and knowingly; without being
misled, under duress, violence, or fraud; possessing sufficient clear information about the School, its
activities, the Offer, the Program, and any other circumstances or factors that could materially affect their
decision to conclude the Agreement,
4.5.9. agrees to regularly monitor updates to this Offer and the Rules, as well as information posted on
the Website.

5. PROVISION OF SERVICES

5.1. Services are provided only if Registration is completed and other requirements of the Agreement are
met. Acquisition of any rights to obtain Services from third parties does not create legal consequences for
the School.
5.2. The scope, content, format, price, and other terms of Services to be provided to the Student are
determined by the Student at the time of Registration by selecting the relevant Course or Class. The
procedure for providing Services is determined by this Agreement and the relevant Program.
5.3. Any change in the scope, content, or format of Services after conclusion of the Agreement is possible
only with the consent of the Parties. In such case, the Parties shall enter into a written addendum (which
may be executed through email correspondence).
5.4. Services are mainly provided in the form of Classes, provision of Learning Materials, and
consultations, as well as other forms specified in the Program. Re-provision of Services to the Student is
not allowed (except for cases provided by the Offer).

5.5. Refusal or inability of the Student to participate in a Class or complete a Course within the timeframe
specified in the Program, or other avoidance of receiving Services provided by the School under the
Agreement and the Program, shall not affect the validity of the Agreement, its performance by the School,
or payment obligations.
5.6. The School shall take all adequate measures to ensure proper delivery of Courses / Classes and
provision of Services to the extent circumstances allow. The School has the right to refuse to provide
Services to a Student in the manner set forth in Section 8 of this Offer.
5.7. The Student must independently and at their own expense arrive (connect) to the location of the
Class and deliver the Required Devices, as well as strictly comply with the Rules during the Class.
5.8. Unless otherwise specified by the Program or the School, the Student may occupy any free seat
designated for Students in the Class location on a first-come-first-served basis.
5.9. The School shall take measures to ensure the safety of Students during offline Classes in
accordance with the Rules.
5.10. Services do not include storage of the Student’s property, and the School does not act as a
custodian of the Student’s property under Ukrainian law.

6. PAYMENT AND ACCEPTANCE OF SERVICES

6.1. The Student must make full payment for the Services according to their scope, content, and format
defined at Registration within twenty-four (24) hours of completing Registration, but in any case not later
than twenty-four (24) hours before the start of the relevant Course or Class.
6.2. Without prejudice to clause 6.1 above, the School may, upon the Student’s request, allow installment
payment (with the number and timing of payments determined by the School).
6.3. Payment for Services shall be made in Ukrainian hryvnia by bank transfer to the School’s account
details published on the Website (including via the Website, banking services, or financial intermediaries).
Cash payment is not permitted.
6.4. The School may require the Student to provide proper written confirmation of payment before the
start of the relevant Course or Class.
6.5. Services provided within a Class are deemed (without additional formalities or execution of
documents) fully and properly delivered by the School and unconditionally accepted by the Student,
unless within one business day from the date of the Class the Student submits a written claim regarding
improper Services in accordance with Ukrainian law.

7. INFORMATION AND INTELLECTUAL PROPERTY

7.1. In order to protect the intellectual property rights of the School and others, the Student is prohibited
from:
7.1.1. processing, altering, distributing, or publicly performing (displaying) Learning Materials,
7.1.2. downloading Learning Materials to personal devices (storage),

7.1.3. making copies of Learning Materials,
7.1.4. transferring Learning Materials to other persons,
7.1.5. using Learning Materials in any manner other than for meeting their own educational and cultural
needs under the Agreement and subject to restrictions of Ukrainian law, this Offer, and the Program,
7.1.6. performing any other actions with Learning Materials prohibited by law.
7.2. Unless expressly provided otherwise, the Student acquires no rights to intellectual property objects
that:
7.2.1. are part of the Learning Materials,
7.2.2. are created, performed, distributed, used, and/or provided by the School within the Services,
7.2.3. are available on the Website, in Chats (except for messages and materials sent by the Student),
and other School resources,
7.2.4. are created, performed, distributed, used, and/or provided by other Students,
7.2.5. belong to the School under applicable law, and are created or used within the Services or published
on the Website.
7.3. The School shall make efforts to administer and moderate Chats. However, Chats are created as
platforms for free communication between Students and the School (including on topics unrelated to the
Agreement) and are not fully controlled by the School.
7.4. The School bears no responsibility for statements made by persons (other than the School) in Chats.
Opinions expressed in Chats (including those of the School’s employees or contractors as creative or
public figures) may differ from the School’s position. The School does not necessarily share such
positions.
7.5. Unless explicitly stated otherwise in the message:
7.5.1. no opinion expressed in a Chat constitutes the official position of the School,
7.5.2. no communication in a Chat constitutes part of the Services or a Class.

8. REFUSAL TO PROVIDE SERVICES, CANCELLATION OF A CLASS

8.1. The School may refuse to provide Services to a Student in the manner set out in this section, as well
as on other grounds established by Ukrainian law.
8.2. The School shall notify the Student of decisions (measures) adopted (taken) under this section
through communication under the Agreement. Notices of cancellation or rescheduling of Classes shall be
posted on the Website.

8.3. Refunds provided under this section shall be made by the School within twenty (20) business days
from the relevant event, by bank transfer to the details specified by the Student or used by the Student
when paying for the Services.
8.4. If the Student has failed to fulfill any obligation regarding payment of Services under Section 6 of this
Offer, the School may, without compensation or refund:
8.4.1. cancel the Student’s Registration, and/or
8.4.2. discontinue provision of Services to the Student, and/or
8.4.3. unilaterally terminate the Agreement in full by sending the Student a corresponding notice (in such
case the Agreement is terminated on the date specified in the notice).
8.5. If the Student violates the Rules or Ukrainian law, the School, depending on the severity of the
violation, may, without compensation or refund:
8.5.1. require the Student to leave the Class location, and/or
8.5.2. suspend the Student’s access to Chats for a certain period or indefinitely, and/or
8.5.3. discontinue provision of Services to the Student, and/or
8.5.4. unilaterally terminate the Agreement in full by sending the Student a corresponding notice (in such
case the Agreement is terminated on the date specified in the notice).
8.6. The School may (without compensation or refund) deny the Student access to a Class if they do not
have the Required Devices with them or if the Required Devices are defective or unsafe.
8.7. The School may suspend acceptance of Registrations for a Class twenty-four (24) hours before its
start without further grounds or formalities.
8.8. The School may at any time before the start of a Class suspend acceptance of Registrations if the
number of Registrations equals or exceeds the number of available seats determined by the School.
8.9. The School may cancel a Class twelve (12) hours before its start if the number of Registrations for
that Class does not exceed 18. In such case, Students who have paid for the canceled Class may, at their
option, upon request to the School, receive equivalent Services or a refund.
8.10. In the events provided for in clauses 4.3 or 4.5.2 of the Rules, Students may, at their option, upon
request to the School:
8.10.1. attend an equivalent Class at another time determined by the School, and/or
8.10.2. obtain access to the relevant Learning Materials and consultations regarding their study.
8.11. In the events provided for in clause 4.7 of the Rules, Students may, upon request to the School,
obtain access to the relevant Learning Materials and consultations regarding their study.

8.12. If the Student has properly completed Registration and paid for a Class but, for valid reasons
confirmed and recognized by the School, cannot attend, the School, upon the Student’s request
and with their consent, may:
8.12.1. grant the Student access to relevant Learning Materials and consultations regarding their study,
and/or
8.12.2. allow the Student to attend an equivalent Class at another time determined by the School.
8.13. If a Class or Course was not held or was canceled due to the School’s fault (where such
circumstances are not disputed by the School), Students who have properly registered and paid for the
Services shall, without additional formalities, have the right, at their option, to receive equivalent Services
or a refund.
8.14. If the Agreement is terminated under clause 12.3 of the Offer, the Student shall, without additional
formalities, be entitled to a refund of amounts paid for Classes scheduled after the termination date.

9. LIABILITY

9.1. In case of non-performance (improper performance) of the Agreement or violation of the Rules, the
Parties shall be liable as provided by Ukrainian law and this Offer.
9.2. Without prejudice to clause 9.1 above, the Student shall compensate the School for all damage
caused by their actions, as reasonably assessed by the School.
9.3. The Parties may waive the application of sanctions or liability measures to the other Party.
9.4. The School is not liable:
9.4.1. for actions (statements) of its employees and contractors outside the provision of Services,
9.4.2. for actions and statements of Students,
9.4.3. for actions of third parties that may prevent or hinder the Student’s participation in a Class
(including due to the course or consequences of the War, lack of transport, electricity, internet connection,
defective Required Devices, accidents, incidents, etc.),
9.4.4. for technical errors or failures of the Website, Chats, and/or other resources used (except those
caused by the School’s fault),
9.4.5. for the Student’s insufficient familiarity with this Offer, the Rules, the Program, and/or information
published on the Website.

10. FORCE MAJEURE

10.1. The Parties are released from liability for non-performance (improper performance) of their
obligations under this Agreement if caused by force majeure circumstances, including but not limited to
armed conflicts, mass riots, revolutions, blockades, government actions preventing performance, fires,
floods, earthquakes, other natural disasters, epidemics, epizootics, quarantines imposed by the

government, electricity restrictions, etc., for the duration of such circumstances and to the extent they
prevent performance.
10.2. The Parties agree that the War constitutes a force majeure circumstance only to the extent that it
(its course or consequences) directly affects the Parties and makes it impossible for them to perform
obligations under the Agreement.
10.3. A Party unable to perform the Agreement due to force majeure must notify the other Party no later
than two (2) business days after such circumstances arise and must make all reasonable efforts to reduce
the duration and impact. The School may post a relevant notice on the Website, which shall be deemed
proper notification of the Student.
10.4. Notice of force majeure must be confirmed by the Chamber of Commerce and Industry of Ukraine or
other competent authorities or institutions.

11. CHALLENGES OF WAR

11.1. The Parties knowingly acknowledge, agree, and confirm that:
11.1.1. this Agreement is concluded and shall be performed under conditions of War,
11.1.2. the Parties cannot foresee all possible negative consequences of the War,
11.1.3. full responsibility for such consequences lies with the aggressor state,
11.1.4. neither Party, even acting responsibly, under applicable law and accepted practices, can shield the
other Party from negative consequences of the War, their impact, or related damages,
11.1.5. each Party shall act reasonably and responsibly to prevent or minimize the negative impact of the
War on the Parties and on performance of the Agreement,
11.1.6. the Party’s own decisions and actions are decisive in preventing and minimizing the negative
effects of the War on such Party,
11.1.7. due to technical and acoustic specifics, Classes cannot be conducted in civil defense shelters.
11.2. The Student hereby declares and confirms that if they file any claims or demands against the School
connected with or caused by consequences of the War, such claims and demands shall be deemed
properly satisfied by the School in full through forgiveness (release by the Student of the School from
obligations and debt) on the date of their filing (submission).

12. TERM AND TERMINATION

12.1. The Agreement enters into force upon Registration and remains valid until full performance of
obligations by the Parties.
12.2. The Agreement may be terminated on grounds provided by Ukrainian law and this Offer.

12.3. The School may, without grounds, approvals, or formalities, at its sole discretion, unilaterally
terminate the Agreement in full by sending the Student a notice. In such case, the Agreement is deemed
terminated on the fifteenth (15th) business day from the date the notice is sent to the Student.
12.4. The Student may not unilaterally withdraw from the Agreement.

13. DISPUTE RESOLUTION

13.1. Disputes between the Parties shall first be resolved through amicable negotiations in the framework
of communication under the Agreement.
13.2. If no agreement is reached through negotiations, any disputes, contradictions, and/or claims arising
from or in connection with this Agreement, its conclusion, validity, performance, interpretation,
termination, or dissolution shall be resolved in court under Ukrainian law.
13.3. The relations of the Parties regarding the Agreement, its conclusion, validity, performance,
interpretation, termination, and dissolution are governed by the law of Ukraine.

14. COMMUNICATION

14.1. Any communication or notice under the Agreement (regarding its performance, termination, validity,
or enforceability) shall be deemed duly made and in writing if carried out using the following contacts:
14.1.1. For the School – modulexchange@gmail.com or the Website,
14.1.2. For the Student – the email address provided in the Data.
14.2. Use of electronic signatures by the Parties in communication is not mandatory.
14.3. Any claims or demands of the Student regarding the School’s activities or performance of this
Agreement must be submitted to the contacts specified in clause 14.1.1 above.

15. OTHER PROVISIONS

15.1. The Agreement may be amended as provided in clause 2.2 of the Offer.
15.2. The Student may apply to the School for clarification (interpretation) of this Offer. The School’s
decision regarding such interpretation is binding and final for the Student.
15.3. In situations not regulated by the Offer, the Parties shall be guided by Ukrainian law. Matters not
regulated by the Offer or Ukrainian law shall be decided by the School. Such decisions are binding and
final for the Student.
15.4. In the event of discrepancies between the Offer and Ukrainian law, the latter shall apply. In case of
discrepancies between the Offer and the Rules, the provisions of the Offer shall apply.
ANNEX A. Rules for Participation in a Class
These Rules, which are an integral part of the Offer, establish specific requirements for Students
regarding their participation in Classes.
 

1. GENERAL PROVISIONS

1.1. These Rules are an integral part of the Offer.
1.2. These Rules may be amended as provided in clause 2.2 of the Offer.
1.3. Unless otherwise specified, all capitalized terms herein have the meanings set forth in the Offer.
1.4. Violation of these Rules entails consequences provided by the Offer and Ukrainian law.
1.5. Clauses 3.1.2–3.1.6 and Section 4 of these Rules apply only to Services provided offline or in hybrid
formats.

2. BASIC PRINCIPLES

2.1. Without prejudice to specific requirements of these Rules, Students must strictly comply with
Ukrainian law and the Offer, and behave respectfully toward the School, other Students, and third parties.
2.2. Students must take necessary and reasonable measures to avoid actions or prevent events that
could reasonably harm the rights and legitimate interests of the School, Students, or third parties; their
property; the proper course of a Class; or proper provision of Services.
2.3. Students must immediately inform the School’s representative of any violation of these Rules or of
situations that threaten the life and health of Students, property of the School, Students, or third parties,
or proper performance of the Agreement.
2.4. Without prejudice to these Rules, Students must comply with rules (requirements, regulations,
provisions) established by the owner (manager) of the Class venue or their authorized body.
2.5. Any violation of Ukrainian law during a Class or performance of the Agreement constitutes a violation
of these Rules.