Public Offer Agreement

This public offer for a charitable donation (hereinafter referred as the Offer) is aimed at an indefinite number of individuals and legal entities (hereinafter referred as the Benefactor) and constitutes an official public offer of CHARITABLE ORGANIZATION “OLENA ZELENSKA FOUNDATION”, identification code 44727663, represented by Nina Horbachova (hereinafter referred as the Foundation), to enter into a public offer agreement for a charitable donation (hereinafter referred as the Agreement) as follows.

1. TERMS AND DEFINITIONS USED IN THE AGREEMENT

1.1. The terms herein are used in the following meanings:

1.1.1. Offer is a valid offer of the Foundation for a charitable donation that is published on the Internet at http://www.zelenskafoundation.org (hereinafter referred as the Website), aimed at an indefinite number of individuals and legal entities.

1.1.2. Acceptance is full and unconditional acceptance of the Offer by taking actions to transfer funds or virtual assets with the use of the payment forms and means available on the Website, as well as by transferring funds to the current account of the Foundation via banking institutions and payment processors. The acceptance shall mean that the Benefactor accepts and agrees to all the provisions of the Offer and the Agreement and, accordingly, this Agreement is made between the Foundation and the Benefactor. The Acceptance shall become effective when actions are taken to transfer funds, virtual assets with the use of the payment forms and means available on the Website, or, irrespective of the actions of the Benefactor on the Website, when a transfer is made via a banking institution.

1.1.3 Charitable Donation is a gratuitous and irreversible transfer of funds (assets) by the Benefactor into the ownership of the Foundation to achieve certain goals set forth in the Statutes or programs of the Foundation, in compliance with the Law of Ukraine “On Charity and Charitable Organizations”, the Statutes of the Foundation, and this Agreement.

1.1.4 Benefactor is a legally capable individual or legal entity that has performed the Acceptance of the Offer.

1.1.5. Beneficiary is the recipient of charitable support (an individual, a legal entity, a non-profit organization or a territorial community) that receives support from one or more Benefactors to achieve the goals set forth in the Law of Ukraine “On Charity and Charitable Organizations”.

1.2. The other terms are used in the meaning prescribed by the applicable laws of Ukraine.

2. SUBJECT MATTER OF THE AGREEMENT

2.1. Pursuant to this Agreement the Benefactor gratuitously and voluntarily transfers funds or virtual assets into the ownership of the Foundation and the Foundation accepts such a Charitable Donation and undertakes to use it for charitable activities under the Statutes and the applicable laws of Ukraine.

2.2. The transfer of funds and/or virtual assets hereunder shall be recognized as a donation according to Article 6 of the Law of Ukraine “On Charity and Charitable Organizations”.

3. GOALS AND AREAS OF CHARITABLE ACTIVITIES

The goals and areas of charitable activities of the Foundation are defined by the Law of Ukraine “On Charity and Charitable Organizations” and the Statutes of the Foundation.

4. MAKING A DONATION AND OFFER ACCEPTANCE

4.1. The Benefactor shall be free to independently determine the amount of a Charitable Donation and make it by (i) transferring funds or virtual assets with the use of the payment forms and means available on the Website or (ii) transferring funds to the current account of the Foundation via banking institutions.

Charitable Donations shall be termless and the term of their use by the Foundation shall not be limited.

4.2. According to this Offer and this Agreement the Charitable Donations shall be made by the Benefactors and used by the Foundation to undertake and ensure charitable activities (implementation of areas, goals of charitable activities, and charitable programs) of the Foundation under the Statutes and laws of Ukraine. The Benefactor agrees to such an intended purpose of their donation.

4.3. The provided Charitable Donations shall be used by the Foundation as received.

4.4. The Acceptance of the Offer shall be considered as the full and unconditional acceptance thereof through the actions of the Benefactor to transfer the funds of the Charitable Donation in one of the ways specified in clause 4.1 above. The Offer shall be considered accepted and the Agreement made as of the date when the funds/assets are credited to the current account of the Foundation.

4.5. By the Offer Acceptance the Benefactor confirms that they agree to all the terms and conditions of the Offer, fully understand and agree to the subject matter of the Agreement, the goals of the public fundraising, and confirm the right of the Foundation to use a part of the Charitable Donation made by the Benefactor to cover administrative expenses of the Foundation in the amount not exceeding the one provided in the Law of Ukraine "On Charity and Charitable Organizations”.

4.6. The Benefactor also realizes and agrees that a part of their Charitable Donation may be used by the Foundation to cover the expenses related to the making of charitable donations should such expenses be charged by any third parties by default and be unavoidable (e.g., acquirer fees of payment systems, bank commissions, etc.).

4.7. The Parties agree that this Agreement takes effect as of the Offer acceptance in accordance with Articles 633, 641, 642 of the Civil Code of Ukraine and the terms and conditions hereof shall be the same for all Benefactors.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1. The Foundation has the right to:

5.1.1. Receive Charitable Donations and use them in accordance with the terms and conditions of this Offer and the Statutes of the Foundation.

5.1.2. Change the areas of use of a Charitable Donation within the statutory activities of the Foundation.

5.1.3. Use a part of a Charitable Donation to cover administrative expenses of the Foundation, without the approval of the Benefactor, in the amount not exceeding the laws of Ukraine.

5.2. The Foundation is obliged to:

5.2.1. Create conditions needed by the Benefactor to make a Charitable Donation in accordance with the terms and conditions of the Offer.

5.2.2. Use the received Charitable Donations to achieve the goals provided in the Statutes of the Foundation.

5.2.3. Keep confidential information (including personal data) received from the Benefactor, abstain from conveying it to any third parties without the consent of the Benefactor, except in cases provided in the Offer and the applicable laws of Ukraine.

5.3. The Benefactor has the right to:

5.3.1. transfer a voluntary Charitable Donation to the Foundation in the way provided in the Agreement.

5.3.2. approach the Foundation to receive a report on its use of Charitable Donations.

5.4. The Benefactor is obliged to:

5.4.1. read all the rules and conditions of the Offer in detail and carefully, and accept them at the time of making a Charitable Donation payment, as well as all the additional rules regulating the relations between the Parties under the Offer.

6. PLACE OF CHARITABLE FUNDRAISING

The public fundraising of charitable donations shall take place in the territory of any country of the world. The immediate activities of the Foundation related to public fundraising under the Agreement shall be carried out in accordance with its Statutes.

7. TERM OF PUBLIC FUNDRAISING OF CHARITABLE DONATIONS

The public fundraising of Charitable Donations under this Agreement shall take place throughout the operation of the Foundation until the termination thereof, unless otherwise determined by a decision of competent governing bodies of the Foundation. In case of targeted charitable projects, the public fundraising of Charitable Donations shall be carried out within the terms indicated in the relevant announcement of the public fundraising of Charitable Donations for a concrete purpose.

8. MANNER OF USE OF CHARITABLE DONATIONS

The Charitable Donations raised hereunder shall be used in line with the purpose, goals, areas, and objectives of activities of the Foundation specified in its Statutes and, in cases provided in clause 7 hereof, as defined in the relevant announcement of public fundraising of charitable donations for a concrete purpose. The Charitable Donations received by the Foundation may be returned to the Benefactor in cases provided by the laws of Ukraine.

9. LIABILITY OF THE FOUNDATION

9.1 The Foundation shall be liable for the violation of this Agreement or the manner of use of Charitable Donations in the amount and manner prescribed by the applicable laws of Ukraine.

9.2. The Foundation shall bear no liability in case of actions / omissions of third parties resulting in the inability of the Foundation to perform its obligations under the Offer.

10. REPORTS ON THE USE CHARITABLE DONATIONS

Access to reports on the use of Charitable Donations shall be provided to the Benefactor upon their written request. Other information shall be provided by the Foundation as and when prescribed by the applicable laws of Ukraine. The Foundation may publish the reports on the use of charitable donations on the Website.

11. TERM OF THE AGREEMENT

11.1. This Agreement shall take effect as of the execution hereof, i.e. as of the acceptance of the Agreement by the Benefactor. The Agreement shall remain in effect until the Parties fully perform their obligations hereunder.

11.2. This Agreement shall be equal in its legal effect to an agreement made in a regular written form.

12. AGREEMENT AMENDMENT AND TERMINATION PROCEDURE

12.1. The Foundation reserves the right to amend the terms and conditions of this Agreement from time to time and without prior notice by publishing a revised version of the Agreement on the Website and/or a link thereto. In this case the new terms and conditions of making a Charitable Donation shall be mandatory for the Benefactor as of the publishment of the revised version of this Agreement, unless another effective date is additionally specified at the time of publishment.

13. FINAL PROVISIONS

13.1. By accepting the Offer the Benefactor grants the Foundation their consent to the processing of their personal data disclosed by the Benefactor when a charitable donation is made for the purpose of this Agreement. Such personal data may include a name, a surname and a patronymic, an address, a place of residence, an email, a phone number, and (in case of transferring funds to the current account of the Foundation via banking institutions) bank details. The authorized types of personal data processing shall include collection, registration, accumulation, storage, adaptation, modification, recovery, use and dissemination (distribution, disposal, transfer), anonymization, and destruction. The Foundation undertakes not to disclose the personal data of the Benefactor to any third parties without the consent of the Benefactor, unless such disclosure is required by state authorities or otherwise required under the laws of Ukraine. The Benefactor confirms that they have been informed of the rights set forth in the Law of Ukraine “On Personal Data Protection”. The scope of the rights of the Benefactor as a personal data subject shall be in accordance with the Law of Ukraine “On Personal Data Protection”.

13.2. The Benefactor gives consent that their contact information may be used by the Foundation to send letters and messages, including electronic, to the Benefactor. Meanwhile, the Foundation undertakes not to provide contact data information of the Benefactor to any third parties, unless expressly required by the laws of Ukraine.

13.3. In case of any disputes between the parties to this Agreement such disputes shall be settled through negotiations. If a negotiation solution cannot be found, disputes shall be tried in court in the manner prescribed by the procedural laws of Ukraine.