Public Offer

PUBLIC OFFER AGREEMENT

ABOUT MAKING A CHARITABLE DONATION

1. GENERAL PROVISIONS

1.1. This public offer to make a charitable donation (hereinafter referred to as the “Offer”) is a proposal from the Charitable Organization “Charitable Foundation ‘Caridad-Dnipro’”, legal entity identification code 45219518, located at: Ukraine, Kam’yanske, 13 Panasa Myrnoho St. (hereinafter referred to as the “Foundation”), represented by Director Norayr Vaginakovich Avanesyan, to an indefinite group of legally capable individuals and private-law legal entities that voluntarily engage in charitable activities (hereinafter, each such person is referred to as a “Donor”), to enter into an agreement regarding the provision of a charitable donation (hereinafter referred to as the “Agreement”) on the terms described in this Offer with each Donor who applies.

1.2. This Offer takes effect upon its publication on the Foundation’s website at the following links: https://caridad-dnipro.org/ (hereinafter referred to as the “Website”). This Offer is open-ended and may be amended or revoked by the Foundation at any time (prior to its acceptance by the Donor) by posting the relevant information on the Website.

1.3. The Foundation may enter into agreements regarding the provision of charitable donations in a manner and/or under terms different from those set forth in this Offer. A donor may contact the Foundation separately to enter into such an agreement.


2. SUBJECT MATTER OF THE AGREEMENT

2.1. Pursuant to this Agreement, the Donor transfers, free of charge and irrevocably, as a voluntary charitable donation, funds to the Foundation for the purpose of supporting the Foundation’s statutory activities and covering its administrative expenses, and the Foundation accepts such a charitable donation and undertakes to use it to carry out its own charitable activities in accordance with the Charter and the laws of Ukraine.

2.2. The transfer of funds by the Donor under this Agreement shall be deemed a charitable donation in accordance with Article 6 of the Law of Ukraine “On Charitable Activities and Charitable Organizations”.

2.3. The donor independently determines the amount of the charitable donation. The donor has the right to request and receive information from the Foundation regarding the nature and amount of charitable assistance required for specific purposes of the Foundation’s activities, as well as regarding the Foundation’s charitable programs, in order to determine how the charitable donation will be used prior to its provision.

2.4. If the Donor specifies (selects) in the payment description the purpose indicated in the relevant announcement regarding a public fundraising campaign for a specific purpose (implementation of charitable programs or a project, assistance to a specific beneficiary) posted on the Website, the Foundation undertakes to use the charitable donation for the purposes specified by the Donor. In the event that the charitable donation received by the Foundation from the Donor cannot be used for the specified purpose due to objective reasons (such as the collection of a sufficient amount of charitable donations to achieve the purpose, the disappearance of the need for assistance, etc.), the Donor agrees and the Foundation has the right and undertakes to use the Donor’s charitable donation for other purposes within the scope of the Foundation’s statutory activities.

2.5. The conclusion and performance of this Agreement are not intended to generate profit for either party and do not provide for such profit.

3. THE FOUNDATION'S ACTIVITIES

3.1. Assistance to people with disabilities, internally displaced persons, pensioners, large families, and other vulnerable groups in the form of medicines, food, solid fuel for heating (firewood, pellets), drinking water, clothing, etc., and other items as needed within Ukraine and abroad.

Engages in charitable activities to assist the Ukrainian people and Ukraine during the war with the Russian Federation; to promote the restoration of rights and freedoms and the rehabilitation of Ukrainian citizens and their family members who have suffered as a result of the war on Ukrainian territory; to implement measures aimed at the further reconstruction of Ukraine; and to undertake other actions aimed at creating a happy and secure future for Ukraine and its citizens.

3.2. The Fund is a nonprofit organization.

3.3. The Fund’s charter, information about its operations, and reports on its performance are available on the Website.


4. MAKING A BID AND ACCEPTING AN OFFER

4.1. The donor independently determines the amount of the charitable donation and makes the donation by transferring funds using the payment forms and methods available on the Website, or by transferring funds to the Foundation’s account through a bank. Charitable donations are open-ended, and there is no time limit on their use by the Foundation.

4.2. In accordance with this Offer and the Agreement, charitable donations are made by Donors and used by the Foundation to carry out and support the Foundation’s charitable activities (implementation of the Foundation’s areas of focus, charitable objectives, and charitable programs) in accordance with the Foundation’s Charter and the laws of Ukraine. The Donor agrees to this intended use of their donation.

4.3. The Donor also has the right to specify (select) the specific purpose of their donation within the scope of the Foundation’s objectives, areas of activity, and charitable programs by entering into a separate agreement with the Foundation regarding the provision of a charitable donation, in accordance with Sections 1.3 and 2.3 of this Offer.

4.4. When making a donation, the Donor must provide their contact information to ensure proper identification: first and last name, name of the legal entity, email address and/or phone number, and any other information that allows for the Donor’s identification.

4.5. Acceptance of the offer is deemed to be its full and unconditional acceptance through the Donor’s actions to transfer the charitable donation to the Foundation by one of the methods specified in Section 4.1 above (hereinafter referred to as “Acceptance”). Furthermore, by Accepting the Offer, the Donor fully acknowledges and agrees to the subject matter of the Agreement, the objectives and purpose of the public fundraising campaign, and confirms the Fund’s right to use a portion of the charitable donation for the Fund’s administrative expenses in an amount not exceeding that specified in the Law of Ukraine “On Charitable Activities and Charitable Organizations,” namely, no more than 20%.

4.6. The Parties agree that, upon acceptance of the Offer, this Agreement shall be deemed to have been concluded in writing in accordance with Articles 207, 639, 641, and 642 of the Civil Code of Ukraine and Articles 6 and 7 of the Law of Ukraine “On Charitable Activities and Charitable Organizations.” At the same time, the parties agree that after the Offer is accepted, failure to execute this Agreement as a separate document (e.g., on paper, etc.) shall not render this Agreement invalid.

4.7. The offer shall be deemed accepted and the Agreement concluded as of the date the funds are credited to the Fund’s account.

4.8. Within 48 hours of the funds being credited to the Foundation’s account, the Donor may contact the Foundation regarding the refund of the charitable donation due to an erroneous transfer or other reasons. After this period expires, the charitable donation is considered irrevocable and will not be refunded by the Fund, except in cases where such a refund is required by Ukrainian law or otherwise provided for in this Offer. If a charitable donation was made to the Fund’s account without identifying the payer and the Fund cannot identify the Donor of the charitable donation, such a charitable donation will not be refunded by the Fund.

4.9. Expenses related to charitable donations (transfer fees, taxes, duties, etc.) shall be borne by the Donor if such expenses are charged to the Donor, and by the Foundation if such expenses are charged to the Foundation. The Donor acknowledges and agrees that a portion of their charitable donation may be used by the Foundation to cover expenses related to making charitable donations if such expenses are charged by third parties by default and cannot be avoided (e.g., payment system fees for acquiring, bank fees, etc.).

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The Foundation undertakes to use the funds from the Donor’s charitable donation in strict compliance with the laws of Ukraine and solely within the scope of its statutory activities.

5.2. The Foundation has the right to independently determine how charitable donations are used in accordance with its statutory activities and the laws of Ukraine, except in cases where the Donor has specified a specific purpose for their donation in a separate agreement with the Foundation. Thus, if the Donor has not specified a specific purpose for the charitable donation, it is deemed that the donation was made for the Fund to carry out its statutory activities.

5.3. The Donor agrees that, in accordance with the Law of Ukraine “On Charitable Activities and Charitable Organizations,” the Foundation may use a portion of the funds received from Donors to cover its administrative expenses, in an amount not exceeding that specified in the Law of Ukraine “On Charitable Activities and Charitable Organizations” (namely, no more than 20%).

5.4. Donors have the right to receive information regarding the use of their charitable donations. To this end, the Foundation publishes financial reports on the Website, which include information on the amounts of donations received by the Foundation during the reporting period and the Foundation’s expenditures during the reporting period. Upon the Donor’s request, the Foundation may also confirm the intended use of the charitable donation with additional documents.

5.5. By making a charitable donation, the Donor unconditionally confirms their legal capacity, the voluntary nature of the transaction, and that the subject of the charitable donation is not subject to any prohibition or seizure, is not pledged as collateral, is not encumbered by any other rights of third parties, and was not acquired in violation of the provisions of the Law of Ukraine “On Preventing and Combating the Legalization (Laundering) of Proceeds from Crime, the Financing of Terrorism, and the Financing of the Proliferation of Weapons of Mass Destruction.” The Donor confirms that no restrictive measures (sanctions) have been imposed against the Donor and/or its ultimate beneficial owners by Ukraine, foreign states, or international bodies or institutions recognized by Ukraine. If the Foundation has reasonable doubts regarding these statements, the Foundation has the right to request, and the Donor undertakes to provide, relevant supporting evidence for these statements.


6. VENUE OF THE PUBLIC FUNDRAISING EVENT

6.1. Public fundraising for charitable donations is conducted in any country worldwide, except for the Russian Federation, the Republic of Belarus, and the Islamic Republic of Iran. The Fund’s direct activities aimed at achieving the objectives set forth in its Charter are carried out in accordance with its Charter.

7. DURATION OF THE PUBLIC FUNDRAISING CAMPAIGN

7.1. Public fundraising for charitable donations under this Agreement shall be conducted throughout the entire period of the Foundation’s operation until its dissolution, unless otherwise determined by a decision of the Foundation’s competent governing bodies. In the cases provided for in Section 2.4 of this Agreement, public fundraising shall be conducted during the periods specified in the relevant announcement regarding public fundraising for a specific purpose.


8. LIABILITY OF THE FUND

8.1. The Foundation shall be liable for any breach of the terms of this Agreement or the procedures for using the charitable donation, in accordance with the grounds, to the extent, and in the manner prescribed by the applicable laws of Ukraine.

9. FINAL PROVISIONS

9.1. By accepting the Offer, the Donor grants the Foundation consent to process the Donor’s personal data disclosed when making a charitable donation, for the purpose of fulfilling the terms of the Agreement. Such personal data may include: first name, last name, and patronymic; address; place of residence; email address; phone number; and (when transferring funds to the Foundation’s current account through banking institutions) bank details. Permitted types of personal data processing include collection, registration, accumulation, storage, adaptation, modification, updating, use, and dissemination (distribution, sale, transfer), anonymization, and destruction. The Fund undertakes not to disclose the Donor’s personal data to third parties without the Donor’s consent, except in cases where such disclosure is required by government authorities or otherwise required under the laws of Ukraine. The Donor confirms that they have been informed of the rights established by the Law of Ukraine “On the Protection of Personal Data.” The scope of the Donor’s rights as a data subject under the Law of Ukraine “On the Protection of Personal Data” is known and understood by the Donor.

9.2. The Donor agrees that after providing personal information when making a charitable donation or registering on the Website, the Foundation may send letters and messages, including electronic ones, to the Donor’s email address or contact phone number. Furthermore, if the Donor has not expressed a desire to remain anonymous when making a charitable donation, the Foundation has the right, without the Donor’s consent, to publish the Donor’s last name, first name, and patronymic or the Donor’s name as a benefactor of the Foundation in its own reports, on the Website, or in any media. At the same time, the Foundation undertakes not to disclose the Donor’s email address or other information about the Donor to third parties, except in cases provided for by this Agreement and the current legislation of Ukraine.

9.3. In the event of any disputes arising between the parties to this Agreement, such disputes shall be resolved through pre-litigation negotiations. If a negotiated settlement is not possible, disputes shall be resolved by the courts in accordance with the procedures established by the laws of Ukraine.