AGREEMENT
on Participation in Charity Program No. 1/2023

Kazakhstan, 2023

Electronic platform Public Foundation “Tooba App”, hereinafter referred to as ‘the Platform’, represented by President , Alkhas Magomedov acting on the basis of the Charter, on the one part, and the International Charity Organization “Health & Help” , hereinafter referred to as ‘the Organization”, represented by Viktoriia Valikova acting on the basis of the Charter, on the other part, and collectively referred to as ‘the Parties’, have made and entered into this Agreement on the following:

1. Subject of the Agreement

1.1. The subject of this Agreement shall be the partnership between the Parties with regard to the implementation of the charity program “Basic health care for people from remote villages” designed, inter alia, to provide charity assistance to socially vulnerable groups, to people in difficult life situations, as well as to carry out information and educational coverage of charity and volunteer activities, development and support of socially oriented initiatives (hereinafter - the Program).

1.2. Under this Agreement, in connection with the implementation of socially relevant activities that meet the objectives of the Organization, the Platform shall take part in the Organization’s Program, and the Organization shall support the Platform in its statutory activities.

2. Principles and conditions of cooperation

2.1. The Parties hereby agree that cooperation under this Agreement shall be based on the principles of close interaction, confidence and mutual assistance to each other on a voluntary basis.

2.2. This Agreement shall be non-profit making by its nature, and shall not impose any financial obligations on the Parties.

2.3. This Agreement shall not impose on the Platform any obligations to provide the Organization with charity assistance (donation).

2.4. In the course of execution of this Agreement, the Parties shall carry out their activities in accordance with the current legislation of the Republic of Kazakhstan.

2.5. The Platform shall provide its information resources (Charity Runner application) for raising donations to the Organization as part of the charity program. At the same time, the Platform shall not receive any consideration, and all funds donated through the Platform's information resources shall be credited directly to the Organization’s account minus any payment commissions.

3. Obligations of the Parties

3.1. Under this Agreement, the Platform shall:

- assist the Organization and individuals involved by the Organization in preparing and disseminating publications or other information about charity programs, the Organization’s statutory activities and the required amount of charity assistance;

- participate in the Organization’s events aimed at informing the public about the Organization’s statutory activities and raising donations for charity programs;

- undertake to perform its statutory activities in accordance with the parameters declared to the Organization; and

- agree to comply with the requirements of the Provisions

3.2. In case the Platform violates any obligations specified in Clause 3.1 of the Agreement, the Organization may immediately and unilaterally terminate this Agreement by canceling it, exclude the Platform from the Program.

3.3. Under this Agreement, the Organization shall:

- Provide reliable information about charity programs, the Organization’s statutory activities, and the required amount of charity assistance;

- Bear liability, in accordance with the current legislation of the Republic of Kazakhstan, for providing false information about any charity programs submitted for the purposes provided for in Clause 3.1 of this Agreement;

- Bear liability for compliant ways of doing business in accordance with the anti-corruption legislation.

4. Information support

4.1. The Parties hereby agree that, for the purposes of information support, the Parties shall have the right to disseminate information about each other and about each other's activities to the general public including the placement of information on the information resources of the Organization, the Platform, as well as to disclose such information to any third parties including journalists and organizations that provide services in the field of journalism, photo or publicist activities as well as any services related to creation and placement of information and visual content.

4.2. The Platform shall be entitled to review and make factual corrections to drafts of all publications and information reports related to the Platform and its activities that may be prepared with the assistance of the Foundation.

4.3. In order to secure support of the charity program by individuals, the Platform shall cooperate with the Organization, journalists and any other persons to prepare mass media publications about the Platform and its activities and to raise public awareness by any other means.

4.4. The Organization shall provide the Platform with reliable information about necessary funding or the amount of other necessary charity assistance, and shall inform valid and correct bank details.

4.5. The Organization shall utilize any means available to the Organization (placing the logo in the appropriate section of partners or sponsors, and/or placing information on the Organization’s website or its resources in social networks, and/or publication of a news article about the support provided by the Organization, etc.) to disclose the fact that the Organization is supported by the Platform.

5. Assurances

5.1. The Parties hereby confirm and guarantee that:

- the Parties have read, and agree with the terms and conditions set forth in this Agreement;

- the information provided to the Platform about the Organization and its activities is true, complete and up-to-date;

- if necessary, the Platform is ready to participate in any activities intended to raise donations for the implementation of the charity program;

- the Parties hereby confirm each other's rights to provide access to any information about each other and their activities to an unlimited circle of individuals, including by publishing such information on the Foundation's website and other Internet sites, except for any data that constitute confidential information, the disclosure of which could cause damage to the Parties.

6. Liabilities

6.1. The Parties shall be liable for non-compliance with the assurances set forth in Clause 5.1 of the Agreement.

6.2. The Platform shall under no circumstances be liable to the Organization in the event that the charity assistance requested by the Platform has not been provided.

6.3. The Platform shall under no circumstances be liable for Organization act or omission violating the legislation of the Republic of Kazakhstan and / or local law of the country in which it operates.

6.4. Each of the Parties to this Agreement undertakes to organize the procedures of processing and protection of any personal data obtained during execution of this Agreement, in accordance with the requirements of the Republic of Kazakhstan regulating relations related to the collection and processing of personal data, and shall be liable for violations of the rules governing personal data processing and protection.

7. Miscellaneous

7.1. This Agreement shall take effect upon signing thereof, and shall be valid until December 31, 2023. If neither Party has declared its intention to terminate the Agreement before the expiration of its term of validity, the term of validity of the Agreement shall be prolonged for each subsequent 12 months.

7.2. Each of the Parties shall have the right to terminate this Agreement by giving a written notice to the other Party at least 30 (thirty) calendar days prior to the anticipated date of termination. The Agreement shall be deemed to have been terminated on the date specified in the respective notice.

7.3. The Parties shall apply their best efforts to resolve any disputes and disagreements in an amicable manner.

7.4. This Agreement may be supplemented and/or amended by agreement of the Parties. No amendments and supplements to this Agreement shall be valid unless they are made in writing and signed by the authorized representatives of the contracting Parties.

7.5. This Agreement is made in two copies (one copy for each of the Parties) having the same legal force.

8. Bank details and signatures of the Parties

The Foundation: The Platform:

Charity Organization “Health & Help”, Public Foundation “Tooba App”,

200078, USA, Washington, DC, 050000, Kazakhstan, Almaty city,

2941, Upton St NW, Bogenbai Batyra st., 150, 602,

Viktoriia Valikova Alkhas Magomedov