CrowdChange I Change begins together

CrowdChange Lite Terms

August 8, 2025

PREAMBLE

These Terms of Service (“Terms of Service”) represent the Terms of Service for Customers/Users/Donors (defined below) of the CrowdChange Lite Platform (the “Platform”). By creating a campaign page on lite.crowdchange.co, accessing or uploading any content to the Platform or making a donation through the Platform, Customer/User/Donor agrees to these terms and conditions. CrowdChange Inc. (“CrowdChange”) reserves the right, at its sole discretion, to change or modify these Terms of Service at any time and without notice. Our Privacy Policy, available at https://www.crowdchange.co/standardtermsconditions, forms part of these Terms.

THE PLATFORM SERVICES

The Platform Services are offered to allow a non-profit organization or association (“Customer”) to create a fundraiser (“Fundraiser”) or event (“Event”) on the Platform to accept monetary donations from donors (“Donors”) on behalf of the beneficiary of the Fundraiser. CrowdChange does not solicit donations, engage in any solicitation activities nor consult on the solicitation of contributions from the public on behalf of any Customer or User. CrowdChange is not a payment processor and does not hold any funds. CrowdChange uses third-party payment processing partners (“Payment Processors”) to process Donations and other transactions for a Fundraiser or Event. Customers/Users/Donors acknowledge and agree that the use of Payment Processors is integral to the Services and that information is exchanged with Payment Processors in order to facilitate the provision of the Services. All payment processing services for donations on the Platform are provided by third-party providers, such as Stripe. Customer agrees to abide by Payment Processor’s terms and policies, including with respect to fees arising from disputes, chargebacks and refunds that may be charged to Customer. CrowdChange does not store or control payment data and does not process or transfer funds. Compliance with applicable anti-money laundering (AML) or counter-terror financing laws is managed by these third-party payment processors.

TRANSACTION FEE

Although there may not be any fees to start an Event or Fundraiser on the Platform, a transaction fee, including credit and debit charges, is deducted from each transaction processed through the Platform (“Transaction Fee”). This Transaction Fee includes 6% Platform Service Fees plus credit card fees of approximately 2.3% + $0.30 (VISA/Mastercard). The Transaction Fee is deducted automatically from each transaction, unless the fundraiser is utilizing the “Donor covers service fees” feature, which allows or requires the Donor to cover the Transaction Fee (established by the Customer or User at the time of Fundraise or Event setup), by automatically adding the Transaction Fee to the transaction on the checkout page.

SERVICE PROVIDERS

We may transfer (or otherwise make available) your personal information to our affiliates, partners and other third parties who provide services on our behalf. We use service providers to

host our servers, send communications on our behalf, and process transactions.

Our service providers are given the information they need to perform their designated functions, and we do not authorize them to use or disclose personal information for their own purposes.

DISCLAIMER OF LIABILITY

CrowdChange has no control over the conduct of, or any information provided by, a Customer or User of the Platform, and hereby disclaim all liability in this regard to the fullest extent permitted by applicable law. CrowdChange does not endorse any Event, Fundraiser, Customer or User, and makes no guarantee, express or implied, that any information provided through the Platform is accurate. You acknowledge that all information and content accessed by using the Services are at your own risk. CrowdChange expressly disclaims any liability or responsibility for the outcome of any Event or Fundraiser, and is not responsible for any offers, promises, rewards, promotions, content or other claims or activities made on or through the Platform by Customers, Users, Donors or others on

the Platform. By using the Platform as a Customer, User or Donor, you understand and agree that CrowdChange is not responsible for the use of donations or the amount of funds raised in any Event or Fundraiser on the Platform.

ARBITRATION, JURY TRIAL, AND CLASS ACTION WAIVER

EXCEPT AS OTHERWISE DESCRIBED IN THE DISPUTES SECTION BELOW, BY USING THE PLATFORM, YOU AGREE THAT DISPUTES BETWEEN YOU AND CROWDCHANGE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.

CUSTOMERS/USERS

As a Customer/User, you represent, warrant and covenant that: (i) all information you provide in connection with any activity, Event or Fundraiser on the Platform is accurate, complete and not likely to deceive CrowdChange at setup, Users or Donors; (ii) all Donations contributed to your Event or Fundraiser will be used solely as described in the materials that you post or provide; (iii) your activity on the Platform does not infringe the rights of any individual, entity or third party; (iv) you will comply with all relevant and applicable laws and obligations within the jurisdiction in which you reside; (v) all funds raised on the Platform flow directly to the bank account of a registered organization (501c3, 501c7 or like-registered organization/association) and not to a personal bank account; (vi) to the extent that you share with CrowdChange or make information public on the Platform any personal data of any third party for any purpose, including the name, email address, phone number or address of your personal contacts, you have the authority and necessary consents, as required under applicable law, to provide CrowdChange with such personal data and allow us to use such personal data for the purposes for which you shared it with us.

CONTENT MADE PUBLIC BY CUSTOMER/USER/DONOR

Some of your activity on and through the Platform is public, such as content you post or upload on the Platform (descriptions, texts, photos, images, graphics, video links, trademarks, logos or other materials) or share with other Users. Additionally, User and Donor information including first and last name and in some instances donation amounts may appear on the Platform in some cases where leaderboards are used to display the names of participants or donors.

DONOR INFORMATION

Donors make donations at their own risk. CrowdChange does not and cannot verify the information that Customers or Users post on the Platform and is not responsible for any offers, promises, promotions, claims or activities on the Platform, and CrowdChange does not have any influence or control over how donations are used by Customers, Users or other organizations. Donors acknowledge and agree that the personal information you submit on the Platform may be shared with the Customer or User to which you make a donation, including without limitation as part of a donor list and may be used to issue donation receipts if applicable. CrowdChange shall not be responsible or liable for any use of Donor information.

PLATFORM MORALS AND USE

CrowdChange is committed to maintaining a respectful, safe, and ethical environment for all users. While CrowdChange does not have an obligation to proactively review user-generated content or fundraisers, we reserve the right to monitor, review, or remove any content at our discretion to ensure compliance with this section or protect the integrity of the Platform. You agree not to use our Services to create, promote, or support Events or Fundraisers or content that:

Violates any applicable law or regulation.
Promotes discrimination, hate speech, violence, or harassment against individuals or groups based on race, ethnicity, religion, gender, sexual orientation, disability, or other protected characteristics.
Encourages illegal activities or the use of illegal substances, including fundraising for illegal or prohibited activities such as terrorism, hate groups, weapons, or illicit drugs.
Involves fraudulent, deceptive, or misleading information, including misrepresenting identity, affiliation, or the purpose of a fundraiser.
Is obscene, pornographic, or otherwise offensive.
Violates the rights of others, including intellectual property rights, privacy rights, or unauthorized use of proprietary content.
Is contrary to generally accepted moral standards or public policy.
Engages in harassment, bullying, threats, or abusive behavior toward other users or third parties.
Operates, promotes, or facilitates any sweepstakes, lottery, raffle, contest, or other game of chance that is prohibited or restricted by law, or that lacks all required governmental authorizations, licenses, or approvals. This restriction applies in every jurisdiction where the event is made available, promoted, or conducted.
Uses the Platform to send spam, phishing, or malicious software.
Fails to comply with all applicable local, national, and international laws.

CrowdChange reserves the right to investigate any suspected violations of this policy, request additional information from users, and remove or disable access to any content, Event or Fundraiser it determines, in its sole discretion, violates these principles or is otherwise harmful to the community or the integrity of the Platform.

Users who engage in prohibited conduct may have their accounts suspended or terminated and may be subject to legal action. CrowdChange further reserves the right, without limitation, to ban or disable Customer’s use of the Platform and CrowdChange services, remove the offending User Content, suspend or terminate Customer’s account, stop payments to any campaign page, freeze or place a hold on Donations, and report Customer to law enforcement authorities.

SECTION 1 TERMS OF SERVICE

1.1 Subject to these Terms of Service, as amended from time to time (“Terms of Service”), CrowdChange Inc. provides the Platform to Customer through its website at lite.crowdchange.co. CrowdChange shall use commercially reasonable efforts to provide the Platform to Customer in accordance with this Agreement. Customer acknowledges and agrees that the Platform may not be available or functionality of the Platform may be materially reduced during and as a result of (a) downtime due to CrowdChange’s performance of upgrades or maintenance of the Platform or a Force Majeure Event, (b) Customer’s misuse of Platform or (c) any circumstances that are beyond CrowdChange’s reasonable control. 1.2 CrowdChange reserves the right, in its sole discretion, to make any changes to the Platform that it deems necessary or useful. Customer agrees that CrowdChange may utilize information concerning Customer’s use of the Platform to improve CrowdChange products and services.

SECTION 2 PROPRIETARY RIGHTS AND LICENSE

2.1 Conditioned upon Customer’s continued compliance with this Agreement and Customer’s on-time payment of any and all then-due amounts, where applicable, to CrowdChange, Customer is granted a limited, non-exclusive, revocable and non-transferable right, solely to use the Platform for the period in which CrowdChange determines to make it available for the purposes of allowing end-users to participate in fundraising activities and events. 2.2 CrowdChange owns all right, title and interest in and to the Platform (including any CrowdChange Materials), and any improvements, design contributions or derivative works thereto, and all Proprietary Rights in the same. Except for the limited rights expressly granted herein, this Agreement does not transfer from CrowdChange any Proprietary Rights or interest in the Platform (including the CrowdChange Materials) to Customer. All rights not expressly granted to Customer in this Agreement are expressly reserved by CrowdChange and its licensors. 2.3 Customer shall not, in any communications, fundraising materials, advertising, publicity or otherwise, state or imply that CrowdChange, its affiliates, or its services are a sponsor of, have endorsed, are affiliated with, or are otherwise connected to the Customer’s event or fundraiser, and Customer is prohibited from using the CrowdChange name, logo or Trademark in any manner that could reasonably cause confusion regarding such endorsement or affiliation. 2.4 Customer hereby grants CrowdChange the worldwide, royalty-free license to (i) host, copy, transmit and display the Customer Data as necessary for CrowdChange to provide the Platform and Support in accordance with this Agreement, and (ii) use the Customer Data for marketing and advertising, either by CrowdChange or by a third party partner or agent of CrowdChange. Customer represents and warrants that it will take all reasonable steps to obtain and maintain all necessary consents, rights, approvals, and waivers to permit it to provide CrowdChange with the rights to the Customer Data described herein.

SECTION 3 THIRD PARTY WEBSITES, PRODUCTS AND SERVICES

3.1 CrowdChange may have the opportunity to install or provide third-party advertising or a third party product, service or web site (“Non-CrowdChange Product and Service”) on the Customer site.

3.2 Unless otherwise agreed between the parties, CrowdChange shall have no liability or obligations (including any warranty or support obligations) with respect to any Non-CrowdChange Products and Services.

SECTION 4 RESTRICTIONS ON CUSTOMER

4.1 Customer shall ensure it and its Authorized Users comply with the terms of this Agreement, and Customer shall be responsible for contractually flowing down this Agreement to all of its Authorized Users. Customer is responsible for the actions and omissions of its Authorized Users and any other person or entity to which Customer allows access to the Platform, knowingly or unknowingly.

4.2 Customer shall not sublicense, license, sell, lease, rent or otherwise make the Platform available to third parties (other than Authorized Users, and solely as permitted by this Agreement). Customer shall promptly remove the access rights, and revoke the Access Credentials, of any Authorized User that no longer requires or is no longer permitted access to the Platform. If the security or confidentiality of any Access Credentials is in any way compromised, Customer shall report such compromise to CrowdChange immediately.

4.3 Customer shall not, and shall ensure that its Authorized Users do not: (a) copy, translate, disassemble, decompile, reverse-engineer or otherwise modify any parts of the Platform; (b) transmit any content, data or information that is false, unlawful, abusive, malicious, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy right or right of publicity, or racially or ethnically objectionable; (c) infringe the intellectual property rights of any entity or person; (d) interfere with or disrupt the CrowdChange software or CrowdChange systems used to host the Platform, or other equipment or networks connected to the Platform; (e) use the Platform in the operation of a service bureau, outsourcing or time-sharing service; (f) circumvent or disclose the user authentication or security of the Platform or any host, network, or account related thereto; (g) use the Platform for the purpose of building a competitive product or service or copying its features or user interface; (h) permit access to the Platform by a competitor of CrowdChange; (i) use the Platform to transmit any code, files, scripts, agents or programs intended to do harm, for example, viruses, worms, time bombs and Trojan horses, or (j) make any use of the Platform in a way that violates any applicable local, state, national, international or foreign law or regulation.

4.4 Customer shall be fully responsible for the content of its Customer Data and the use of the Platform and in no event shall CrowdChange be liable to Customer or any other person for the content of the Customer Data or the provision of the Platform. Customer represents and warrants to CrowdChange that it has obtained any necessary permission, release and/or consent from any person whose personal information, is entered into, transmitted by, stored on or uploaded to the Platform as Customer Data, or otherwise provided to CrowdChange or Customer in any form or fashion.

4.5 Customer warrants that all activity on the Platform will be conducted in compliance with all applicable laws, including all unfair competition, gaming, charitable solicitation and privacy laws. Customer acknowledges and agrees that CrowdChange is not responsible and shall have no liability for any promotional offer made via the Platform, including any sweepstakes, raffle, promotion or charitable campaign.

4.6 CrowdChange reserves the right to refuse, condition, or suspend any Donations or other transactions that we believe in our sole discretion may violate this agreement or harm the interests of our Users, business partners, the public, or CrowdChange, or that expose Customer, CrowdChange, or others to risks unacceptable to us. We may share any information related to Customer’s use of the Platform with the appropriate financial institution, regulatory authority, or law enforcement agency. This information may include information about Customer, Customer’s account, Customer’s Donors, Customer’s Donations, and transactions made through or in connection with Customer’s use of the Platform.

SECTION 5 SUPPORT

5.1 CrowdChange may offer support for the Platform via email, phone or chat (“Support”). CrowdChange shall provide Support only if Customer (a) promptly reports Platform problems along with a detailed description of the problem with supporting evidence,

5.2 CrowdChange may amend the Support from time to time in its sole discretion. CrowdChange is not obligated to provide Support if (a) the applicable issue is caused by software, hardware, or applications, other than those supplied by CrowdChange, (b) Customer cannot reproduce the error and demonstrate it to CrowdChange, (c) the applicable issue is caused by Customer’s conduct or misuse of the Platform or (d) the applicable issue is caused by a hardware malfunction or defect.

5.3 If it is determined by CrowdChange that the Platform error for which Customer received Support was caused by Customer’s negligence or willful misconduct or combination of the Platform with any software, hardware or applications not provided by CrowdChange, Customer shall promptly reimburse CrowdChange for any Support provided by CrowdChange relating to such error on a time-and-materials basis at CrowdChange’s then-current Professional Services rates.

SECTION 6 PRICES AND TERMS OF PAYMENT

6.1 Customer shall pay to CrowdChange the Price requested when creating their campaign Event or Fundraiser on lite.crowdchange.co. Customer shall pay this amount, if applicable, on creation of each new Event or Fundraiser. CrowdChange reserves the right to alter this price at any time. Price changes will not be applied to existing campaign pages that have already been paid for by the Customer.

6.2 Transaction Fee: A transaction fee, including credit and debit charges, is applied to each transaction. This fee is made up of a 6% Platform Service Fee and credit card fees of approximately 2.3% + $0.30 (VISA/Mastercard). The fee is deducted from each transaction, unless the fundraiser is utilizing the “Donor covers service fees” feature which allows or requires the Donor to cover the Transaction Fee (established by the Customer or User at the time of Fundraise or Event setup), by automatically adding the Transaction Fee to the transaction on the checkout page.

6.3 Please note that all prices and fees described herein can increase based on price increases or royalties charged by third parties, payment processors or at the sole discretion of CrowdChange. Customer and Donors acknowledge and agree that CrowdChange is not responsible for, and shall have no liability with respect to, any chargebacks, payment reversals, refunds, disputed transactions, or other payment-related issues arising between Customer, Donors, and any third-party payment processor.

SECTION 7 TERM AND TERMINATION

7.1 The term of this Agreement begins upon the Customer's creation of an Event or Fundraiser campaign on lite.crowdchange.co. CrowdChange will review each Event prior to it being made publicly available on the Platform. Such review will be conducted on a best-efforts basis within one (1) business day of submission; however, CrowdChange makes no guarantee or representation as to the actual time required to complete the review, and the timing of any such review may vary at CrowdChange’s sole discretion. CrowdChange reserves the right to reject any Event or Fundraiser in its sole discretion.

7.2 Notwithstanding anything to the contrary in this Agreement, CrowdChange may, in its sole discretion, immediately terminate this Agreement and/or suspend Customer’s or its Authorized Users’ access to the Platform or a portion thereof (without notice to Customer), if (a) CrowdChange believes that the continued use of the Platform may result in harm to CrowdChange, the Platform (including the security of the systems), other CrowdChange Customers or the rights of any third parties or (b) CrowdChange believes Customer has breached this Agreement in a willful or negligent manner. Customer agrees that CrowdChange, in its sole discretion, may immediately suspend or terminate their account, Event or Fundraiser (or any part thereof), or their access to the Platform and remove and discard any User Content or data at any time and for any reason, with or without notice, and without any liability to Customer or to any third party for any claims, damages, costs or losses resulting therefrom.

SECTION 8 IDEMNIFICATION

8.1 Customer will indemnify, defend and hold harmless CrowdChange (and its successors and assigns) and each of their respective employees, directors, officers, personnel, licensors, contractors and representatives (collectively, “CrowdChange Indemnitees”) from and against any and all Damages incurred by CrowdChange in connection with any and all claims, demands, suits or proceedings made or brought against CrowdChange Indemnitees by a third party arising out of or in connection with any claim arising from any fundraising or event activities conducted on or through the Platform, including those relating to (a) CrowdChange’s use of the Customer Data in accordance with this Agreement (b) any claim that Customer's use of the Platform infringes or misappropriates a third party’s intellectual property rights, (c) Customer’s failure to comply with applicable law in any of the activity that occurs on the Platform, including any use of Customer Data, or any sweepstakes, raffle or promotion offered via the Platform, (d) Customer’s (including its Authorized Users’) breach of its representations, warranties, covenants and obligations in this Agreement; (e) Customer’s installation and/or use of any Non-CrowdChange Products and Services; (g) Customer’s improper operation of and use of the Platform.

8.2 Unless CrowdChange elects to defend itself (which it may do in its sole discretion), Customer shall defend the applicable claim with counsel agreed to by CrowdChange, which consent shall not be unreasonably withheld. CrowdChange shall at all times have the right to participate in such defense at its own expense and with its own counsel and any delay or failure of CrowdChange to provide notice of a claim for indemnification will not be deemed a breach by CrowdChange of this Agreement and will not relieve Customer of its obligations under this Section except to the extent that Customer’s defense of the claim is materially prejudiced thereby. Customer shall not settle the applicable claim without CrowdChange’s prior written approval.

SECTION 9 LIMITATION OF LIABILITY AND DISCLAIMERS

9.1 IN NO EVENT SHALL CROWDCHANGE, ITS SUCCESSORS, ASSIGNS, AFFILIATES, OR EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, PERSONNEL, LICENSORS, CONTRACTORS AND REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, THE PLATFORM OR THE SUPPORT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. CROWDCHANGE’S AGGREGATE AND TOTAL LIABILITY TO CUSTOMER AND ANY OTHER PERSON UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, THE PLATFORM OR SUPPORT, REGARDLESS OF THE FORM OF ACTION AND WHETHER THE CAUSES OF ACTION OR CLAIMS ARE BROUGHT DURING OR AFTER THE TERM, WILL BE LIMITED TO $500. The provisions of this Section 9.1 allocate the risks between CrowdChange and Customer and reflect the basis of the bargain between CrowdChange and Customer.

9.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER CROWDCHANGE NOR ITS AFFILIATES NOR ANY OTHER PERSON MAKE ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE PLATFORM, SUPPORT, OR ANY MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE OPERATION OF THE PLATFORM WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

SECTION 10 CONFIDENTIALITY

10.1 The receiving party (“Receiving Party”) shall not use the Confidential Information of the disclosing party (the “Disclosing Party”) for any purposes except to perform its obligations under this Agreement. The Receiving Party shall not, without the prior written approval of the Disclosing Party, disclose the Disclosing Party’s Confidential Information to any third party; except that Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, contractors, agents, representatives and consultants that have a need-to-know and are bound by confidentiality and non-disclosure obligations at least as stringent as those set forth herein. Except as expressly set forth in this Agreement, nothing in this Agreement shall transfer any rights, title or interest of a party in its Confidential Information to the other party.

10.2 Both parties acknowledge that any unauthorized disclosure or misappropriation of any of the other party’s Confidential Information in violation of this Agreement may cause the other irreparable harm, the amount of which may be difficult to ascertain. The parties agree that an injured party shall be entitled to relief at law or in equity, including but not limited to injunctive relief and specific performance, in the event of any breach or anticipated breach of the confidentiality provisions and intellectual property provisions of this Agreement, without the necessity of proving actual damages.

10.3 All Confidential Information shall remain the property of the Disclosing Party and if disclosed in tangible or electronic form, shall, at no cost to the Disclosing Party, be returned or destroyed upon (a) the Disclosing Party’s written request or (b) within thirty (30) days after termination of this Agreement for any reason without the necessity of any request for the Confidential Information. However, Receiving Party shall not be obligated to destroy or return any Confidential Information to the extent any such Confidential Information or copies are required to be retained by law.

10.4 The Receiving Party shall not be considered to have breached its obligations under this Section if it discloses Confidential Information of the Disclosing Party pursuant to a legal requirement of a competent government body (a “Legal Request”), provided that, promptly upon receiving any such Legal Request, and prior to making such disclosure, the Receiving Party makes available to the Disclosing Party sufficient information to permit it to interpose an objection, or to take such action to promote confidential handling of the Confidential Information as it deems appropriate. The Receiving Party will not respond to a Legal Request until and unless required to do so, and will respond only to the extent required.

SECTION 11 MISCELLANEOUS

11.1 If any provision of this Agreement is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.

11.2 CrowdChange reserves the right to engage third parties, including but not limited to, Contractors/Agents, to provide the Platform and perform Support.

11.3 Except with respect to Customer’s payment obligations hereunder, neither party shall be liable under this Agreement for failure or delay in performance caused by a Force Majeure Event. If a Force Majeure Event occurs, the party affected shall give prompt written notice to the other party and use commercially reasonable efforts to resume the performance excused by the Force Majeure Event.

11.4 The Platform is subject to the export control laws of various countries, including without limitation the laws of the United States. Customer agrees that it will not export the Platform to countries, persons or entities prohibited by such laws. Customer shall also be responsible for complying with all applicable governmental regulations of the country where Customer is located or operates, and any foreign countries with respect to the use of the Platform by Customer. Customer represents that it is not named on any U.S. government denied-party list and will not use the Platform in an U.S.-embargoed country.

11.5 This Agreement has been made in and shall be construed in accordance with the laws of the State of California, without giving effect to any conflict of law principles. If any disputes arise out of or relating to this Agreement or Customer’s use of the Platform (“Dispute(s)”): (1) The parties will first attempt in good faith to resolve the Dispute by informal negotiation. The informal negotiation period will begin when the party asserting the Dispute sends a written notice to the other party describing the facts and circumstances of the Dispute. If, after sixty (60) days from the date the notice of Dispute is sent, the parties have been unable to resolve the Dispute, either party may commence binding arbitration. (2) Thereafter, such dispute will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be in San Francisco, CA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. BY USING THE PLATFORM, CUSTOMER AGREES IT IS HEREBY GIVING UP ITS RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY FOR ALL DISPUTES.

11.6 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Uniform Computer Information Transactions Act as enacted shall not apply. Customer must initiate a cause of action for any claim(s) arising out of or relating to this Agreement and its subject matter within one (1) year from the date when Customer knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s), otherwise such claims are waived and released.

11.7 All notices pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered (by certified or registered mail or by overnight courier services with delivery receipt) to the addresses of CrowdChange or Customer. In the case of notices by CrowdChange relating to the operation of the Platform, such notices, may, at CrowdChange’s option, be in the form of an electronic notice delivered by CrowdChange to Customer or as otherwise agreed by the parties.

11.8 This Agreement and any other related agreements between the parties may not be amended or modified except by a writing signed by both parties. This Agreement constitutes the complete and exclusive statement of the agreement between CrowdChange and Customer in connection with the subject matter hereof, and all previous representations, discussions, and writings (including any confidentiality agreements) are merged in, and superseded by this Agreement and the parties disclaim any reliance on any such representations, discussions and writings.

11.9 Customer may not, without CrowdChange’s prior written consent, assign, delegate, pledge or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement to any party, whether voluntarily or by operation of law, including by way of sale of assets, merger or consolidation. CrowdChange may assign this Agreement without consent from Customer to any of its Affiliates or in the event of a merger, corporate reorganization, or acquisition of all or substantially all the assets of CrowdChange.

11.10 The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third party beneficiaries to this Agreement.

11.11 Sections 2, 3, 4.5, 6, 8, 9, 10, 11 and 12 shall survive the expiration or termination of this Agreement.

SECTION 12 DEFINITIONS

12.1 “Access Credentials” has the meaning set forth in Section 4.2.

12.2 “Affiliate” of a party means any present or future parent or subsidiary of such party, and any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the shares or voting rights.

12.3 “Authorized User” means Customer’s and its Affiliates’ sublicensees, employees, agents, contractors, consultants, suppliers, chapters, members, or other individuals who are given access to the Platform by or through Customer including as part of Customer’s offering of the Platform.

12.4 “CrowdChange” has the meaning set forth in the preamble.

12.5 “CrowdChange Indemnitees” has the meaning set forth in Section 8

12.6 “CrowdChange Materials” mean any materials developed, created or acquired by CrowdChange, solely or in conjunction with others (including Customer), pursuant to this Agreement, including any derivative works thereof, in any form and in any media, now known or later developed, and all Proprietary Rights in the same. CrowdChange Materials include materials, documents, data, know-how, works, processes, code, software, technologies, and inventions developed, created or acquired by CrowdChange, solely or in conjunction with others (including Customer), pursuant to this Agreement in the course of providing the Platform or Support to Customer, but do not include any Customer Data, or Customer Confidential Information. The CrowdChange Materials are deemed part of the “Platform”.

12.7 “Confidential Information” means any confidential or proprietary information, whether marked as confidential or proprietary or which should reasonably be considered confidential or proprietary, concerning a party, its Affiliates and/or third parties and/or their respective businesses, products or services. “Confidential Information” shall not include information which (i) is independently developed by a party without use of or reference to any Confidential Information of the other party; (ii) is acquired by a party from a third party having the legal right to furnish the same to the other party; or (iii) is at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of the other party).

12.8 “Customer” has the meaning set forth in the preamble. References to Customer herein shall include its Contractors/Agents and supporters working on its behalf, and its Authorized Users.

12.9 “Customer Data” means any content, materials, data and information that Customer (including its Authorized Users) and/or Donor enters into, transfers, stores or otherwise processes through the Platform. For the avoidance of doubt, Customer Data expressly includes all content, materials, data and information that any person or entity to whom Customer sublicenses the Platform enters into, transfers, stores or otherwise processes through the Platform.

12.10 “Damages” means, collectively, any claims, demands, actions, losses, liabilities, injury, damages, suits and all related costs and expenses, including without limitation attorneys’ fees and investigation and discovery costs.

12.11 “Disclosing Party” has the meaning set forth in Section 10.1.

12.12 “Disputes” has the meaning set forth in Section 11.5.

12.13 “Documentation” means the then-current official materials produced by CrowdChange for the Platform. Customer shall only have the right to use the Documentation for internal use in accordance with this Agreement and must retain all copyright markings on such Documentation. The Documentation shall be part of the Platform.

12.14 “Force Majeure Event” refers to any circumstances beyond CrowdChange’s reasonable control, including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades, national or regional emergency, strikes, labor stoppages or other industrial disturbances, passage of law or any action taken by a governmental or public authority.

12.15 “Legal Request” has the meaning set forth in Section 10.4.

12.16 “Non-CrowdChange Products and Services” has the meaning set forth in Section 3.1.

12.17 “Proprietary Rights” means all patents, copyrights, trademarks, trade secrets, methodologies, ideas, concepts, inventions, know-how, techniques and all other intellectual property rights and proprietary rights.

12.18 “Professional Services” means customization, training, and other similar professional services related to the Platform. If Customer wishes to order any Professional Services, the parties shall either amend this Agreement or enter into a separate agreement with respect to such Professional Services as such Professional Services are not governed by this Agreement.

12.19 “Receiving Party” has the meaning set forth in Section 10.1.

12.20 “Support” has the meaning set forth in Section 5.1.

12.21 “Term” has the meaning set forth in Section 7.1.

12.22 “Third Party Products” has the meaning set forth in Section 3.1.

12.23 “Transaction” means any and all funds processed by a third party payment processor as a result of activity through the CrowdChange website.

12.24 “Platform” has the meaning set forth in the Preamble.