Public Offer Agreement (Provision of Services) Project Fundraising

The CHARITABLE FOUNDATION "DEYA" (Party 1), which under an exclusive license holds the right to use the Deya Platform — a social network with crowdfunding and content monetization functionality implemented as a web application and mobile applications at https://thedeya.com — has addressed this Agreement (the Agreement) for the provision of intermediation services (a public contract whose terms under Article 633 of the Civil Code of Ukraine are identical for all subjects) to any natural or legal person, between Party 1 on the one hand and a Network User (the User) on the other hand, regarding the collection, distribution, and payout (withdrawal) of funds.

The Agreement is recognized as a public contract pursuant to Article 633 of the Civil Code of Ukraine and is addressed to an unlimited number of persons — individuals and legal entities who register on the Platform and/or use its project fundraising functionality.

1. Definitions

• 1.1. Deya Platform — a social network with crowdfunding and content monetization functionality implemented as a web application and mobile applications at https://thedeya.com, as well as applications distributed through the App Store and Google Play, which processes contributions and updates balances.
• 1.2. Licensor of the system (or Party 1) — the CHARITABLE FOUNDATION "DEYA", the owner of the exclusive rights to use the Deya network platform.
• 1.3. Network Users (Platform Participants): Project Owner — any capable person or entity who creates a project and sets financial goals. Donor — a registered User who makes a donation to a project. Subscriber — a User who sets up a subscription for regular (recurrent) payments to a project.
• 1.4. Project — any project with one or more financial or other goals.
• 1.5. Project Goal — the target amount for the collection.
• 1.6. Intermediation Services — services for collecting, processing, distributing, and withdrawing funds, involving a fee for Party 1.
• 1.7. Information Materials — any information with semantic meaning expressed in objective textual and/or graphic forms.
• 1.8. Login, Password — unique sets of characters (numbers, letters, symbols) specified by the User during registration on the Platform.
• 1.9. User Account — a set of personal data, settings, and access rights that allows identification of a specific User, containing information about the movement of funds.
• 1.10. виз
• 1.11. Transaction — confirms the movement of funds; unchangeable after creation.
• 1.12. Fundraising Balance (Balance) — reflects the current state of funds received through external collections for the Project Owner or Donor.
• 1.13. Internal Balance — used for internal transfers between platform participants (for example, between Donors).
• 1.14. Recurrent Payments — a mechanism for automatic regular withdrawals based on prior consent. Subscriptions are tied to specific projects.
• 1.15. Subscription — stores the state and parameters of regular withdrawals.
• 1.16. Payment — records each individual recurrent withdrawal through an external gateway.
• 1.17. Transaction — confirms the crediting of funds for each subscription cycle.

2. General Provisions

• 2.1. This Agreement is an official public offer (offer) by Party 1. Clicking the checkbox confirming familiarity with the rules on the registration page means that any User has accepted the terms of the Agreement.
• 2.2. Contractual relations between Party 1 and the User are formalized in the form of a public offer. Clicking the checkbox confirming familiarity with the rules means full acceptance by the User of all terms of this Agreement in accordance with the legislation of Ukraine.
• 2.3. The terms of the offer and the terms of this public Agreement are identical for all Users. By accepting the terms of the Agreement, the User agrees to the procedure for operating the Deya Platform as defined by this Agreement.
• 2.4. The Agreement becomes effective from the moment of clicking the checkbox confirming familiarity with the rules and remains in effect until the Parties fully perform their obligations.
• 2.5. Conclusion of this Agreement (acceptance of the offer) is considered unconditional and complete acceptance by the User of all terms without exceptions, including essential terms, as well as entry into the relevant contractual legal relations with Party 1.

3. Subject of the Agreement

3.1. Party 1 provides Users with services for organizing voluntary fundraising for specific target programs (projects), including hosting project information on the Platform, processing contributions, their distribution, updating, and payouts, and receives remuneration for the services provided.

4. Project Fundraising Algorithm

• 4.1. Project Owners register projects on the Platform with a description, media, and one or more financial goals. Each goal has a set volume and currency. Funds are collected strictly for the project's purpose (for example, equipment, events, targeted aid).
• 4.2. Project Owners may change goals, but not to an amount less than what has already been collected. Changes are logged as a GoalAction in the project timeline.
• 4.3. Donors find projects and select "Make a contribution". The Platform offers payment methods.
• 4.4. The Platform supports one-time or recurring payments. Every contribution undergoes a confirmation process.
• 4.5. Transferring funds through the Platform's tools constitutes unconditional acceptance of the Offer. Contributions are voluntary and non-refundable except where specified by law or this Agreement.
• 4.6. Payment methods:
  • Direct Payment: via credit card or external tools through an external gateway with confirmation via a secure webhook. The system records a Payment, Contribution, and Transaction.
  • Internal Transfer: uses the Platform's internal balance. The Donor's balance decreases and the Project Owner's balance increases. Recorded as an Internal transfer.
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• 4.7. Funds return to a Donor's internal balance if:
  • an "Against" vote succeeds (50%+1);
  • no quorum is reached (less than 30% participation);
  • zero votes are cast;
  • the project is canceled or suspended by the Platform.
• 4.8. Donors may choose to give up to 25% of their contribution amount as a voluntary donation to the Platform itself.
• 4.9. If a payment is rejected by a bank or the system, it is marked as "Rejected" and no funds move.
• 4.10. Contribution statuses:
  • "Waiting for confirmation" — registered, but funds have not moved;
  • "Accepted" — confirmed, balances updated, transaction recorded;
  • "Rejected" — rejected, no movement of funds.
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• 4.11. If fund collection is closed because the goal was reached or due to force majeure, the Platform has the right to redistribute collected funds to other relevant projects, adhering as closely as possible to the original goal.
• 4.12. The Platform commits to publishing reports on the use of collected funds in a Reports section or on the specific Project's page after completion.

5. Recurrent Payments

• 5.1. Subscription Setup: Users choose a monthly subscription type and agree to regular automatic deductions. The system stores the Subscription state, links it to payment data, and records the dates of deductions.
• 5.2. Initiating Payment: The Platform automatically generates a payment request to an external gateway monthly based on stored subscription data.
• 5.3. Confirmation or Refusal: The external gateway sends results back via a webhook:
  • Success: the system records the payment/transaction, updates subscription status, and increases the balance.
  • Refusal: the Platform receives an error message; the subscription may be suspended or retried based on logic; the user is notified.
• 5.4. Ending Subscription: A subscription can be canceled by the user manually or automatically after the term expires. Past transactions are not affected by cancellation.

6. Voting in the Project

• 6.1. Voting lasts no more than 72 hours for each project. Donors (including subscribers) express their positions. Results determine the movement of funds.
• 6.2. A quorum of 30% of total project participants (donors) is required. If not met, the vote is invalid, and funds are returned to donors' internal balances.
• 6.3. If the quorum is met and more than 50%+1 vote "For", funds are transferred to the Project Author.
• 6.4. If the quorum is met and more than 50%+1 vote "Against", funds are returned to donors' internal balances.
• 6.5. Detailed rules for project remoderation based on voting results apply.
• 6.6. Rules for voting on early project termination apply.
• 6.7. Projects can consist of multiple cycles. Authors must provide reports after each cycle. A "For" vote is required to release funds for the next cycle.
• 6.8. If a project is deleted by the author or blocked by the Platform, unused funds return to donors.
• 6.9. In cases of fraud or breach of terms, funds are returned to donor balances.
• 6.10. Refunds to bank accounts are only done in exceptional cases on an individual basis.
• 6.11. Projects without a set financial goal are permitted but do not follow automatic completion rules upon reaching a goal.
• 6.12. Projects can be completed by the Author at a specified time.
• 6.13. Early termination of a project is initiated exclusively by the Author. Upon initiation, the Platform automatically starts a vote among project Donors. Each Donor receives a notification. Funds are moved based on the vote results according to clause 4.7.

7. Payout of Funds

• 7.1. Payout of funds is the process of transferring funds from the accumulated Fundraising Balance of the Project Author to their bank account, from which the Platform's remuneration of 5% of the amount received by the Project Author is automatically withheld. Each withdrawal request undergoes two-stage control: Review and Processing.
• 7.2. To create a payout (withdrawal) request, the Author must:
  • have a confirmed Account on the Platform (verified e-mail and/or phone);
  • pass identification in accordance with Platform requirements (KYC verification, if required);
  • specify the payout destination (valid bank details — Payout Destination);
  • have a sufficient Fundraising Balance to cover the requested amount.
• 7.3. Before the first receipt of funds, the Project Author registers the recipient account details. Registration of multiple accounts is allowed, one of which is designated as the default primary account. Bank details must include: account type (card, bank account, etc.), name, and detailed payment data. Details may be updated or deleted by the Author. The Author is responsible for the correctness of bank details.
• 7.4. To initiate a payout, the Author submits a withdrawal request specifying: the amount, payment currency, and payment details (from the selected list). The Platform verifies balance sufficiency and correctness of details. If conditions are met, a Withdrawal Request record is created in the system with statuses: Review — "Pending", Processing — "Pending".
• 7.5. After processing the withdrawal request, a Review is conducted by a responsible person or the Platform. Based on the review results, if the request is:
  • "Approved" — the request is transferred to the processing stage;
  • "Rejected" — the request is closed; funds remain on the Author's balance unchanged.
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• 7.6. An approved request is transferred to financial Processing: a transfer of funds to the specified details is initiated. Based on the results:
  • "Completed" — the Author's Fundraising Balance is reduced by the payout amount; a "Payout" transaction is recorded in the Platform system;
  • "Failed" — a technical failure during the transfer; funds remain on the balance; the Author receives an error notification.
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• 7.7. The Platform automatically sends the Author a notification if the status of their withdrawal request changes, particularly in case of a failed transfer, allowing them to contact support in a timely manner.

8. Liability of the Parties and Limitation of Liability

• 8.1. The Parties bear responsibility in accordance with the legislation of Ukraine.
• 8.2. Party 1 is not liable to Users for the inability to provide services for any reasons beyond its control.
• 8.3. Under no circumstances shall Party 1 bear any liability under this Agreement for: any actions and/or inaction that are a direct or indirect result of the actions/inaction of any third parties; any indirect damages and/or lost profits of Users and/or third parties regardless of whether Party 1 could foresee the possibility of such damages; use (inability to use) and any consequences of use (inability to use) by Users of their chosen form of payment for services under this Agreement or receipt of funds; storage of Users' login and password, as well as any losses incurred by Users in connection with the operation of the software.
• 8.4. Users bear full responsibility for violations of advertising law, copyright and related rights, violations of intellectual property rights, including but not limited to full responsibility for the content and form of information they post. All property claims related to the above violations must be settled by Users independently and at their own expense.

9. Dispute Resolution Procedure

• 9.1. All possible disputes arising from the Agreement or in connection with its performance shall be resolved through negotiations.
• 9.2. The Parties establish that all possible claims under the Agreement must be considered and settled by the responding party within 30 (thirty) days from the date of receipt.
• 9.3. If the Parties fail to resolve the dispute through negotiations, it shall be settled in court.
• 9.4. All rights and obligations of the Parties arising from the performance of the Agreement are governed by and interpreted in accordance with the laws of Ukraine.

10. Force Majeure

• 10.1. The Parties are released from liability for partial or full non-performance of obligations under the Agreement if such non-performance resulted from force majeure. The Party for whom performance became impossible due to force majeure must immediately, no later than 5 calendar days from their occurrence, notify the other Party of the beginning and end of such circumstances preventing performance of the Agreement. Proper confirmation of force majeure circumstances is a certificate issued by the Chamber of Commerce and Industry of the relevant country or another authorized body. The term for performance of obligations under this Agreement is postponed proportionally to the time during which force majeure circumstances were in effect.
• 10.2. Force majeure circumstances are understood as extraordinary and unavoidable events beyond the control of the Parties, including but not limited to: natural disasters, fires, floods, military actions of any kind, blockades, embargoes, strikes, acts of government authorities, epidemics, as well as hacker attacks or Internet network failures.

11. Confidentiality and Personal Data Protection

• 11.1. Any information contained in this Agreement and obtained by the Parties in the course of its performance is confidential and shall not be disclosed to third parties without the written consent of the other Party.
• 11.2. Exceptions include cases where disclosure is made to fulfill the terms of the Agreement, or in cases directly provided for by the legislation of Ukraine.

12. Term of the Agreement

12.1. This Agreement becomes effective only upon acceptance of its terms by Users (acceptance of the Agreement) and remains in effect until full performance of obligations by the Parties.

13. Additional Terms

• 13.1. Either Party has the right to terminate this Agreement unilaterally.
• 13.2. Party 1 has the right to independently amend the text of this Agreement and its annexes by approving the amended text and posting such changes on the Platform website no later than the effective date of such changes.
• 13.3. Notification of Users regarding changes to the terms of this Agreement is carried out by Party 1 by posting the amended text of this Agreement on the Platform's website.