Terms and Conditions
PLATFORM TERMS OF SERVICE (“Terms” or “TOS”)
Foundation Ukraine
Parties: Foundation Ukraine (the “Foundation,” “we,” “us,” or “Platform Operator”), operating the private platform at foundation-ukraine.com and related domains, and you (the “User,” “you,” or “Participant”), acting in the capacity of Broker / Sourcer or Operator (individual or authorized representative of an entity).
Recitals
WHEREAS, Foundation Ukraine operates a private platform for approved brokers/sourcers to submit and manage real estate opportunities, and for approved operators to execute and report on projects, in connection with the Ukrainian market and related Foundation Capital allocation processes (the “Platform”);
WHEREAS, the parties have executed or will execute the applicable role NDA (Broker NDA or Operator NDA) and the applicable Program Terms;
WHEREAS, these Terms govern overall access to and use of the Platform and are read together with the applicable NDA, Program Terms, Privacy Policy, and Data Processing Notice;
NOW, THEREFORE, by accessing or using the Platform, you agree to be bound by these Terms. If you do not agree, you must stop using the Platform.
1. Acceptance, Eligibility, and Account
1.1 You represent that you have legal capacity to enter these Terms and that information you provide is accurate and complete. 1.2 Access is by admissions approval only and remains subject to Foundation’s ongoing compliance, eligibility, and (where applicable) permit requirements. 1.3 You are responsible for confidentiality of credentials and for all activity under your account. 1.4 Entities. For legal entities, the commercial company is the firm of record; Platform login and legal vault remain with the authorized representative person.
2. Platform Services
2.1 Depending on your approved role: (a) Brokers / Sourcers may use admissions tools, submit and manage Opportunities, and related portal features (default track is sourcer/introducer; optional certification may be indicated); (b) Operators may use project tools, submit milestone Update Content, and related portal features for assigned Projects. 2.2 Foundation has no obligation to accept any Opportunity, award any Project, or pay any fee under these Terms alone. Fees require a separate written engagement. 2.3 Foundation may monitor Platform activity for security, compliance, audit, and service quality.
3. Acceptable Use and Prohibited Conduct
You agree not to: (a) use the Platform for any purpose other than your approved role under the applicable NDA and Program Terms; (b) share credentials or Confidential Information with unauthorized persons; (c) circumvent access controls, compliance gates, or the legal wall; (d) scrape, reverse-engineer, or interfere with Platform systems; (e) misrepresent identity, authority, UBO structure, deal facts, or project progress; (f) use Confidential Information to circumvent Foundation on Platform Opportunities or Projects; (g) engage in fraud, sanctions evasion, or activity that harms Foundation’s reputation or regulatory standing; or (h) harass staff or other participants.
4. Role-Specific Acknowledgments
4.1 Sourcers / brokers. Ukraine does not currently impose a mandatory state real-estate broker license of the type required in some other jurisdictions. You remain solely responsible for any Ukrainian licensing or registration that applies to activities beyond pure introduction. 4.2 Optional certification. Association or professional certificates, if provided, must be accurate; they are not a substitute for KYC and are not a mandatory activation gate. 4.3 Operators. You must perform only on Projects Foundation confirms in writing and must maintain any permits required under Ukrainian law for the works you perform. 4.4 KYC. You must keep IPN (individuals) or EDRPOU, constitutional documents, directors, and UBO information (entities) current as required, and cooperate with enhanced sanctions screening.
5. Intellectual Property
5.1 The Platform, software, design, trademarks, and documentation remain Foundation’s property. 5.2 Deal Materials and Update Content you submit may be used by Foundation to evaluate Opportunities, operate Projects, and (for Update Content) support investor-facing reporting as described in the Operator Program Terms and NDA. 5.3 You grant Foundation a limited license to host and process content you submit solely to operate the Platform and fulfill legal obligations.
6. Privacy and Data
Privacy is governed by the Privacy Policy and Data Processing Notice, incorporated by reference. By using the Platform you acknowledge processing described in those documents, including KYC/AML and sanctions screening.
7. Termination and Suspension
7.1 Foundation may suspend or terminate access for breach of any Platform agreement, failed compliance refresh, sanctions issues, permit problems, or to protect the Platform. 7.2 Upon termination you must cease use of the Platform and Confidential Information. Surviving NDA and Program Terms obligations continue as stated in those agreements. Separate fee or services agreements continue according to their terms.
8. Disclaimers and Limitation of Liability
8.1 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. 8.2 FOUNDATION DOES NOT GUARANTEE ACCEPTANCE OF OPPORTUNITIES, AWARD OF PROJECTS, FUNDING, OR FEES. 8.3 TO THE EXTENT PERMITTED BY LAW, FOUNDATION’S AGGREGATE LIABILITY ARISING FROM PLATFORM ACCESS UNDER THESE TERMS IS LIMITED TO DIRECT DAMAGES AND EXCLUDES INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS LIMITATION DOES NOT EXCLUDE LIABILITY THAT CANNOT BE LIMITED BY LAW AND DOES NOT LIMIT CLAIMS UNDER A SEPARATE FEE OR SERVICES AGREEMENT ACCORDING TO THAT AGREEMENT’S TERMS.
9. Indemnification
You agree to indemnify and hold harmless Foundation and its officers, directors, and agents from claims, losses, and reasonable attorneys’ fees arising from your breach of these Terms or other Platform agreements, your content or submissions, or your violation of law, to the extent permitted by law.
10. Governing Law and Dispute Resolution
10.1 These Terms are governed by the laws of Ukraine, without regard to conflict-of-laws rules that would require another law. 10.2 Disputes shall first be submitted to good-faith mediation. If unresolved within thirty (30) days, disputes shall be finally resolved by arbitration under the ICC Rules, by one arbitrator (or three if the amount in controversy exceeds USD 10,000,000), seated in Kyiv, Ukraine, conducted in English (or in Ukrainian if both parties agree in writing). 10.3 Interim relief may be sought in the competent courts of Kyiv, Ukraine. 10.4 If a mandatory rule of Ukrainian law requires a different dispute forum for a specific claim, that rule prevails only for that claim.
11. Miscellaneous
11.1 Entire agreement for Platform access together with the applicable role NDA, Program Terms, Privacy Policy, and Data Processing Notice. Deal-specific fee or services agreements control compensation and project scope. 11.2 Foundation may update these Terms with notice via the Platform or email; continued use after the effective date constitutes acceptance where permitted by law. 11.3 You may not assign these Terms without Foundation’s prior written consent; Foundation may assign to affiliates or successors. 11.4 Electronic acceptance via Legal Vault is binding. 11.5 The binding language of these Terms is English. Any Ukrainian translation is a convenience presentation only, unless mandatory law requires otherwise for a specific provision. 11.6 Nothing creates partnership, exclusive agency, or employment.