Terms of service

Fundraise Up Inc. (hereinafter “Fundraise Up,” “we” or “us”) provides this website (https://fundraiseup.com/) (the “Site”), our application programming interface (“API”), our cloud-based platform (“Software”), and the associated data, services, information, tools, functionality, updates and similar materials delivered or provided by us (collectively, together with the API and the Software, the “Service”), subject to your agreement to and compliance with the conditions set forth in these Terms of Service (the “Agreement”). Capitalized terms not defined in the Agreement have the meanings provided in the any statement of work, order form, subscription order, event order, proposal, quote, or similar ordering document (an “Order Form”) submitted by you to Fundraise Up or otherwise accepted by you in a manner authorized by Fundraise Up, that describes the applicable Service through which you have acquired rights to use the Service.

This Agreement sets forth the legally binding terms and conditions governing your use of the Service. By clicking “I agree,” accepting the Order Form, or using the Service, you agree to this Agreement. If you do not agree to these terms and conditions, you may not use the Service. If you are agreeing to these terms as an individual, “Customer” refers to you individually. If you are agreeing to these terms as a representative of an entity, you represent that you have the authority to bind that entity and “Customer” refers to that entity specified in the Order Form.

This Agreement is subject to change. If this Agreement changes, we will let you know by posting the revised Agreement on the Service and/or otherwise making you aware of the changes, subject to the notice provisions in Section 22(b) (Revisions). Please refer to the “Last updated” date above to see when this Agreement was last updated.

As long as you are in compliance with the conditions of the Order Form, this Agreement and all incorporated documents, we hereby grant Customer and its authorized End Users (i.e., Customer’s employees and other permitted users) a non-exclusive, revocable, non-assignable, non-transferrable, non-sublicensable right to access, receive, and use the Service during the term provided in your Order Form, including integrating the Service on your website. No rights not explicitly listed are granted.

The following additional terms are incorporated into this Agreement as if fully set forth herein:

• Privacy Notice (the “Privacy Notice”) – available at https://fundraiseup.com/privacy/

• Data Processing Agreement (DPA) - available https://fundraiseup.com/dpa

• Documentation - available at https://fundraiseup.com/docs/

The Service, among other functionality, is designed to enable a Customer to accept donations from individuals or entities (each, a “Donor”). Customers must register for an account with the Service (the “Account”). Upon a Customer creating an Account, it will be able to create one or more campaigns to solicit donations (“Donations”) from Donors.

The Service may also include functionality that allows Customers to accept Donations in the form of cryptocurrency. To use the cryptocurrency functionality, Customer must obtain and maintain an account with a third-party cryptocurrency exchange platform or similar third-party platforms or services. Customers will be required to connect such third-party platforms or services to their Account via application programming interface.

The Software may also permit Customers to customize the branding, and look and feel of some of the Software’s elements, checkout process, emails, and Donor portal (“Customer Customizations”), communicate through the Software, and otherwise present itself and its activities on the Software. All Content (as defined below) provided by the Customer in the course of the Customer Customizations and Customer’s use of the Software is and shall remain the property of Customer or its applicable licensor(s). Customer grants to Fundraise Up a non-exclusive, worldwide, royalty-free license to use, reproduce, modify and prepare derivative works of the Content, for the purpose of using and distributing the Content on the Software at Customer’s direction, facilitating Customer’s communications on the Software, for private back-end operations of the Software, for generating aggregated and anonymized data for Fundraise Up’s internal business purposes, and for any other purpose that Customer instructs.

You must be at least eighteen (18) years old to use the Service as an End User. By using the Service, you represent that you meet the applicable minimum age requirement.

By requesting to use, registering to use and/or using the Service, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the terms and conditions herein.

While we make reasonable efforts to ensure that the Service remains reasonably available, we do not represent or warrant that access to the Service will be error-free or uninterrupted, or without defect, and we do not guarantee that users will be able to access or use the Service, or its features, at all times.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service, or any part thereof, with or without notice.

The Service may contain typographical errors or inaccuracies, and may not be complete or current. We reserve the right to correct any such errors, inaccuracies or omissions and to change or update information at any time without prior notice.

The materials appearing on or through the Service including but not limited to summaries, descriptions, publications and any other such materials, are not intended to and DO NOT constitute financial, investment, or business advice. Those accessing the materials appearing on the Service should not act upon them without first seeking financial, legal or other counsel, as these materials are general in nature, and may not apply to particular factual or legal circumstances. The materials should not be used as a substitute for consultation with a professional adviser.

Customer agrees to periodic operating tests, including A/B tests or split test, on the Service that may be performed by Fundraise Up and that may affect the layout, appearance, user experience, or other functionality of the Service. Fundraise Up may collect, use, and analyze data and information generated from such tests for any lawful business purpose, including improving and developing the Service and Fundraise Up’s other products and services.

The Service may include or display content, images, text, suggestions, or other materials generated with the assistance of artificial intelligence tools (“AI-Generated Content”). AI-Generated Content is provided for informational and illustrative purposes only and may contain inaccuracies, errors, or omissions. FUNDRAISE UP MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO AI-GENERATED CONTENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF ACCURACY, RELIABILITY, COMPLETENESS, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Customer is solely responsible for reviewing, verifying, and approving any AI-Generated Content before use, publication, or distribution, and for ensuring that its use of AI-Generated Content complies with all applicable laws, rules, and regulations, including without limitation any requirements related to disclosure or labeling of AI-generated materials, intellectual property rights, data protection, and anti-discrimination. Customers shall not rely on AI-Generated Content as a substitute for independent professional judgment. Notwithstanding anything to the contrary in this Agreement, Fundraise Up shall have no liability for any claims, losses, or damages arising out of or related to Customer’s use of, reliance on, or failure to review AI-Generated Content, and Customer’s use of AI-Generated Content shall be subject to Customer’s indemnification obligations under this Agreement.

This Agreement applies from the earliest of the date Customer creates an Account, submits an Order Form, accepts this Agreement, or first accesses or uses the Service, and will remain in effect until terminated in accordance with this Agreement. Unless the Order Form or a separate agreement between you and us provides otherwise, Customer’s access to the Service is provided on an indefinite, usage-based basis rather than for a fixed subscription term. Customer may use the Service for as long as Customer elects to do so, provided that Customer remains in compliance with this Agreement and pays all applicable fees. Customer may discontinue use of the Service at any time; however, discontinuation of use does not relieve Customer of its obligation to pay any fees incurred before discontinuation or termination. Fundraise Up may suspend or terminate Customer’s access to the Services as permitted under this Agreement.

If an applicable Order Form or separate written agreement between you and us provides for a fixed term of use of the Service, then the Service will be provided for the term specified in such Order Form or separate written agreement and subject to the terms and conditions specified thereunder. Unless Customer cancels before the applicable renewal date, and except where prohibited by law or expressly stated otherwise in the applicable Order Form or separate written agreement, each fixed-term subscription will automatically renew upon expiration for an additional term of the same length as the expiring term. Fees for any renewal term will be the same as the fees for the immediately preceding term unless we give you at least thirty (30) days’ notice of a fee increase before renewal, in which case the increased fees will apply beginning with the renewal term and thereafter. Customer may cancel the fixed-term subscription at any time, but cancellation will not entitle Customer to a refund of any amounts previously paid or relieve Customer of its obligation to pay any fees due for the remainder of the then-current term, if applicable. To cancel, Customer must log in to the Service and follow the cancellation instructions provided therein or email support@fundraiseup.com from the email address associated with Customer’s Account with the subject line “Close my account.”

Upon completion of a Donation through the Service, the Customer will be charged a transaction fee (“Transaction Fee”) in the amount set forth in the following order of priority: (i) the applicable Order Form; (ii) any separate written agreement between you and us that expressly modifies or supersedes the applicable fees; or (iii) if no Order Form or separate written agreement applies, the pricing, fee schedule, or other fee terms displayed in or made available through the Service. Such fees do not include federal, state, local, foreign, or similar transaction taxes (“Taxes”) now or hereafter levied, all of which shall be Customer’s responsibility. If Fundraise Up is required to pay Taxes on Customer’s behalf, Fundraise Up shall invoice Customer for such Taxes, and Customer shall reimburse Fundraise Up for such amounts.

By default, the Transaction Fee will be immediately deducted from the Donation through the Service. However, the Customer may enable certain functionality in the Service to give Donors the option to pay the Transaction Fee in addition to the Donation. Except as otherwise agreed by Fundraise Up and a Donor, the Donor’s payment method shall be charged for the Donation immediately upon making such Donation. Additionally, if the Customer enables the functionality described above, and Donor opts to also pay for the Transaction Fee, then we shall charge the Donor’s payment method at the time of the Donation instead of deducting such Transaction Fee from the Donation in question. To collect and/or process the Donation and the Transaction Fee payments, we may use a third-party payment processor (the “Payment Processor”). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. In the event there is any issue collecting the Transaction Fee at time of processing the Donation through the Service or Payment Processor, Customer shall remain liable for payment of the Transaction Fee and will be invoiced as described below.

Any Transaction Fees for cryptocurrency Donations that are not, or cannot be, immediately deducted, or paid for by the Donor, will be invoiced to Customer as described below.

We will invoice the Transaction Fee for a cryptocurrency Donation at the end of the calendar month in which such Donation was made, with payment due within five (5) days of the date of the invoice. Except for the foregoing, Customer will be invoiced for any other fees, if applicable, as set forth in the Order Form. If no payment terms are provided in the Order Form, we will invoice Customer, at our election (i) on a monthly basis in advance, with all invoices due no less than five (5) days before the start of the month to which the invoice applies, or (ii) when such fees are due, with such invoice being due within five (5) days of issuance by us. Fundraise Up shall have the right to assess a late payment charge on any overdue amounts equal to the lesser of one and one-half percent (1.5%) per month, or the highest rate allowed by law.

All transactions are final, and no refunds are available from Fundraise Up except as required by applicable law, as expressly set forth in an Order Form, or on a pro-rata basis for any prepaid fees covering the unused portion of a fixed term if Fundraise Up terminates this Agreement for convenience pursuant to Section 12.

Your use of the Service is conditioned on your compliance with the terms of this Agreement, including but not limited to these rules of conduct.

You represent and warrant:

• that the information that you have provided on the Service is complete, accurate and true, and agree to update it as necessary;

• you, and if applicable the business or entity you represent on the Service, are qualified to post, upload, communicate with other users about, and make decisions based upon, the materials or information that you make available, or that is otherwise available on, the Service, as required by applicable law, regulation and best industry standards; and

• you are not a competitor of Fundraise Up.

You agree that you will not violate any applicable law or regulation in connection with your use of the Service, including, by way of example and not limitation, privacy and data security laws.

You agree not to distribute, upload, make available or otherwise publish through the Service any suggestions, information, ideas, comments, causes, promotions, documents, questions, notes, plans, drawings, proposals, or materials similar thereto (“Submissions”) or graphics, text, information, links, profiles, audio, photos, software, music, sounds, video, comments, messages or tags, or similar materials (collectively “Content”) that:

• is unlawful or encourages another to engage in anything unlawful;

• contains a virus or any other similar programs or software which may damage the operation of our or another’s computer;

• violates the rights of any party or infringes upon the patent, trademark, trade secret, copyright, right of privacy or publicity or other intellectual property right of any party; or

• is libelous, defamatory, pornographic, obscene, lewd, indecent, inappropriate, invasive of privacy or publicity rights, abusive, harassing, threatening or bullying.

You must keep your username and password and any other information needed to login to the Service, if applicable, confidential and secure. We are not responsible for any unauthorized access to your Account or profile by others.

You further agree that you will not do any of the following:

• breach, through the Service, any agreements that you enter into with any third parties;

• stalk, harass, injure, or harm another individual through the Service;

• modify, adapt, translate, copy, reverse engineer, decompile or disassemble any portion of the Service;

• interfere with or disrupt the operation of the Service, including restricting or inhibiting any other person from using the Service by means of hacking or defacing;

• transmit to or make available in connection with the Service any denial of service attack, virus, worm, Trojan horse or other harmful code or activity;

• attempt to probe, scan or test the vulnerability of a system or network of the Service or to breach security or authentication measures without proper authorization;

• take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our infrastructure;

• harvest or collect the email address, contact information, or any other personal information of other users of the Service;

• use any means to crawl, scrape or collect content from the Service via automated or large group means;

• make available false, incomplete or misleading information to the Service, or otherwise provide such information to us;

• impersonate any other person or business;

• attempt to access or access any portion of the Service that is not public; or

• attempt to override or override any security measures in place on the Service.

We reserve the right, in our sole discretion, to protect End Users from violators and violations of these rules of conduct, including but not limited to restricting your use of the Service, immediately terminating your use of the Service, or terminating your use of the Service by blocking certain IP addresses from accessing the Service. Notwithstanding the foregoing, our unlimited right to terminate your access to the Service shall not be limited to violations of these rules of conduct.

You are under no obligation to submit anything to us, and unless otherwise noted, we will not claim ownership of any Content. However, in order for us to provide the Service, we need your permission to process, display, reproduce and otherwise use Content you make available to us.

Therefore, if you choose to submit any Content to the Service, or otherwise make available any Content through the Service, you hereby grant to us a non-exclusive, transferable, sub-licensable, worldwide, royalty-free license, for the term of this Agreement and a reasonable wind-down period thereafter, to reproduce, use, modify, display, perform, transmit, distribute, translate and create derivative works from any such Content for purposes of providing the Service, including without limitation distributing part or all of the Content in any media format through any media channels, including but not limited to the right to commercially use the rights of publicity, persona, trademark, image and name of the individuals and entities depicted in such Content.

By submitting any Content or Submissions to us you hereby agree, warrant and represent that: (a) the provision of the Content and Submissions is not a violation of any third-party’s rights; (b) all such Submissions and Content are accurate and true; (c) we shall be entitled to use or disclose the Content or Submissions in any way, in accordance with this Agreement, our Privacy Notice, available here https://fundraiseup.com/privacy; and (d) you are not entitled to compensation or attribution from us in exchange for the Submissions or Content.

You acknowledge that we are under no obligation to maintain the Service, or any information, materials, Submissions, Content or other matter you submit, post or make available to or on the Service. We reserve the right to withhold, remove and or discard any such material at any time.

Our graphics, logos, names, designs, page headers, button icons, scripts, and service names are our trademarks, trade names and/or trade dress. The “look” and “feel” of the Service (including color combinations, button shapes, layout, design and all other graphical elements) are protected by U.S. copyright and trademark law. All product names, names of services, trademarks and service marks (“Marks”) are our property or the property of their respective owners, as indicated. You may not use the Marks or copyrights for any purpose whatsoever other than as permitted by this Agreement.

You acknowledge that the Software used to provide the Service, and all enhancements, updates, upgrades, corrections and modifications to the Software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Software (or any enhancements, corrections or modifications) and any and all documentation therefor, are and shall remain our sole and exclusive property or that of our licensors, as the case may be. This Agreement does not convey title or ownership to you, but instead gives you only the limited rights set forth herein.

If you or an End User provides feedback about our Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable and transferable right to use and exploit such feedback without restriction or compensation to you or such End User.

You understand and agree that our Privacy Notice, https://fundraiseup.com/privacy, shall govern the collection and use of data obtained by us through your use of the Service, unless applicable law requires a DPA, in which case the DPA shall control. Customers acknowledge and agree that we may direct End Users to our Privacy Notice or the DPA so that they may become familiar with our practices.

You represent and warrant that you have authority to send us personal data of your End Users and Donors and that your privacy policy shall not conflict with the privacy requirements set forth in our Privacy Notice.

You agree not to use the Service to create, receive, maintain, transmit, or otherwise process Protected Health Information (“PHI”) as defined by applicable law. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICE IS NOT DESIGNED FOR PROCESSING PROTECTED HEALTH INFORMATION.

We reserve the right to deny all or some portion of the Service to any End User or Donor, in our sole discretion, at any time, and to terminate any End User or Donor at any time. Without limiting the foregoing or assuming any additional legal obligations, we have a policy of terminating repeat violators of the Copyright Act, in accordance with applicable law.

In addition, we may immediately limit, suspend, or terminate Customer’s access to the Service, whether related to an act or omission by Customer, its End Users or Donors, if we are required to do so by law, you violate this Agreement or any of the incorporated documents, you fail to pay any fees when due, or we need to do so to prevent a security emergency or limit negative impact to the Service. We may also terminate this Agreement and Customer’s access to the Service for any reason or no reason upon thirty (30) days’ prior written notice to Customer Service.

Upon expiration or termination of this Agreement, (a) Customer’s use of and access to the Service and our performance of all other services, if any, shall cease; (b) all Order Forms shall terminate; and (c) all fees and other amounts owed to us shall be immediately due and payable by Customer, including without limitation, all unpaid Transaction Fees incurred up through the date of termination; provided, however, that if Fundraise Up terminates this Agreement for convenience, Customer shall only be liable for fees accrued through the effective date of such termination. All grants of any rights from you to us related to Content, Submissions, or other materials, including but not limited to copyright licenses, shall survive any termination of this Agreement. Further, your representations, defense and indemnification obligations, and Sections 10, 11, 13, 16, 17, 18, 19, and 23 shall survive any termination of this Agreement.

Upon Customer’s request at any time during the term of use of the Service, or written request from Customer within sixty (60) days following expiration or termination of this Agreement (the “Export Window”), Fundraise Up shall provide Customer with a complete export of all Customer data (including Donor records, contact information, giving history, and campaign data) in CSV or another standard machine-readable format, at no additional charge. During the Export Window, Customer shall retain read-only access to the Service solely for the purpose of exporting Customer data. Upon Customer’s written request, within ninety (90) days following expiration or termination, Fundraise Up shall provide written certification of deletion of all Customer data from its systems, and shall use commercially reasonable efforts to cause deletion from its subprocessors’ systems, except as required by applicable law. Fundraise Up shall not use Customer data following termination for any purpose other than fulfilling its deletion obligations. The perpetual content licenses in “Content Submitted or Made Available to Us” shall not apply to Customer’s operational data (Donor records, giving history, and payment information) following termination of this Agreement.

The Service may contain links. Such links are provided for informational purposes only, and we do not endorse any website or services through the provision of such a link.

The Service may contain articles, text, imagery, video, audio, data, information and other similar materials originating from third parties. We do not endorse any third party or third-party content that may appear on the Service or that may be derived from content that may appear on the Service, even if such content was summarized, collected, reformatted or otherwise edited by us.

Unless you indicated otherwise by written notification to legal@fundraiseup.com, you acknowledge and agree that we may make public your use of the Service for marketing purposes, and include your name, logo, and image and likeness (if applicable) on the Site, a list of our customers and in other marketing materials, which may be made public, and that you grant to us a revocable (upon written request by Customer to legal@fundraiseup.com, effective within thirty (30) days of receipt), non-exclusive, worldwide, royalty-free, non-transferable (except in connection with an assignment of this Agreement), non-sublicensable license to your name, logo, and image and likeness (if applicable) to do so.

EXCEPT WHERE NOT PERMITTED BY LAW, YOU AGREE AND ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, AND WE, AND OUR PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, EMPLOYEES AND SUPPLIERS, SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, ACCURACY, SUITABILITY, APPLICABILITY, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ANY OTHER WARRANTIES OF ANY KIND IN AND TO THE SERVICE. NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY.

FURTHER, OPINIONS, ADVICE, STATEMENTS, OFFERS, SUBMISSIONS OR OTHER INFORMATION OR CONTENT MADE AVAILABLE THROUGH THE SERVICE, BUT NOT DIRECTLY BY US, ARE THOSE OF THEIR RESPECTIVE AUTHORS, AND SHOULD NOT BE RELIED UPON. WE HAVE NO CONTROL OVER THE QUALITY, SAFETY, OR LEGALITY OF SUCH CONTENT, AND MAKE NO REPRESENTATIONS ABOUT SUCH CONTENT. THE RESPECTIVE AUTHORS ARE SOLELY RESPONSIBLE FOR SUCH CONTENT. YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS THAT YOU MAKE BASED UPON SUCH CONTENT. FURTHER, CUSTOMERS ARE SOLELY RESPONSIBLE FOR OBSERVING AND COMPLYING WITH ANY ‘KNOW YOUR CUSTOMER’ LAWS OR REGULATIONS WITH RESPECT TO DONORS (AND SIMILAR RULES, STANDARDS, LAWS, OR REGULATIONS WHETHER BY GOVERNMENT OR APPLICABLE INDUSTRY), AS WELL AS ANY CONVERSION RATE FLUCTUATION, AND THIRD-PARTY FEES, AND CUSTOMER AGREES AND ACKNOWLEDGES THAT FUNDRAISE UP SHALL HAVE NO LIABILITY OR OBLIGATION WITH RESPECT TO ANY OF THE FOREGOING.

USE OF THE SERVICE IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT DATA TRANSMISSION OR STORAGE IS SECURE OR THAT THE SERVICE IS FREE OF INACCURACIES, MISREPRESENTATIONS, VIRUSES OR OTHER HARMFUL INFORMATION OR COMPONENTS. FUNDRAISE UP DOES NOT SUPPLY OR IN ANY WAY CONTROL ANY THIRD-PARTY TOOLS, SERVICES, OR PLATFORMS (INCLUDING, BUT NOT LIMITED TO, THOSE INTEGRATED WITH OUR SERVICE VIA THE CUSTOMER’S USE OF AN API, AND THOSE USED BY CUSTOMER FOR CHECK-OUT, PAYMENT PROCESSING FUNCTIONS, OR FOR ACCEPTING DONATIONS IN THE FORM OF CRYPTOCURRENCY DONATIONS) USED BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT. THEREFORE, FUNDRAISE UP HAS NO RESPONSIBILITY FOR, AND MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD-PARTY TOOLS, SERVICES, OR PLATFORMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR AFFILIATES, LICENSORS, OR BUSINESS PARTNERS (COLLECTIVELY, THE “RELATED PARTIES”) BE LIABLE TO YOU BASED ON OR RELATED TO THE SERVICE, OR THE ACTIONS YOU TAKE BASED ON THE SERVICE OR THE CONTENT THEREIN, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EXCEPT AS SET FORTH IN SECTION 17 (LIMITATION ON LIABILITY).

FROM TIME TO TIME, FUNDRAISE UP MAY MAKE AVAILABLE PRODUCTS, SERVICES, FUNCTIONALITY, TOOLS, OR FEATURES IDENTIFIED AS ALPHA, BETA, PILOT, PREVIEW, EARLY ACCESS, LIMITED RELEASE, TEST, EVALUATION, OR BY A SIMILAR DESIGNATION (COLLECTIVELY, “BETA SERVICES”). BETA SERVICES ARE PROVIDED FOR TESTING AND EVALUATION PURPOSES ONLY AND MAY BE MODIFIED, SUSPENDED, OR DISCONTINUED AT ANY TIME, WITH OR WITHOUT NOTICE. WITHOUT LIMITING THE DISCLAIMERS IN SECTION 16, BETA SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE SUBJECT TO THE DISCLAIMERS SET FORTH IN THAT SECTION. EXCEPT FOR LIABILITY THAT CANNOT BE EXCLUDED UNDER SECTION 17(B), AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, FUNDRAISE UP AND ITS RELATED PARTIES SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR RELATING TO ANY BETA SERVICES, INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S USE OF ANY BETA SERVICES IS ENTIRELY AT CUSTOMER’S SOLE RISK.

ALL PRICES AND AVAILABILITY OF CRYPTOCURRENCIES ARE SUBJECT TO CHANGE WITHOUT NOTICE. THE PRICE, CONVERSION RATES AND LIQUIDITY OF CRYPTOCURRENCIES, ARE EXTREMELY VOLATILE AND MAY BE SUBJECT TO LARGE FLUCTUATIONS. FLUCTUATIONS IN THE PRICE AND CONVERSION RATES OF OTHER CRYPTOCURRENCY COULD MATERIALLY AND ADVERSELY AFFECT CRYPTOCURRENCIES, WHICH MAY ALSO BE SUBJECT TO SIGNIFICANT PRICE AND CONVERSION RATE VOLATILITY. IN ADDITION, LEGISLATIVE AND REGULATORY CHANGES OR ACTIONS AT THE STATE, FEDERAL, OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER, EXCHANGE, AND VALUE OF CRYPTOCURRENCIES. CRYPTOCURRENCIES ARE NOT LEGAL TENDER AND ARE NOT BACKED BY ANY GOVERNMENT. TRANSACTIONS IN CRYPTOCURRENCIES MAY BE IRREVERSIBLE, AND, ACCORDINGLY, LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE. SOME TRANSACTIONS IN CRYPTOCURRENCIES SHALL BE DEEMED TO BE MADE WHEN RECORDED ON A PUBLIC LEDGER, WHICH IS NOT NECESSARILY THE DATE OR TIME THAT THE TRANSACTION WAS INITIATED. THE VALUE OF A CRYPTOCURRENCY MAY BE DERIVED FROM THE CONTINUED WILLINGNESS OF MARKET PARTICIPANTS TO EXCHANGE FIAT CURRENCY OR CRYPTOCURRENCY FOR CRYPTOCURRENCY, WHICH MAY RESULT IN THE POTENTIAL FOR PERMANENT AND TOTAL LOSS OF VALUE OF A PARTICULAR CRYPTOCURRENCY SHOULD THE MARKET FOR THAT CRYPTOCURRENCY DISAPPEAR. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE NATURE, POTENTIAL VALUE, SUITABILITY, AND APPROPRIATENESS OF THESE RISKS. WE DO NOT GIVE ADVICE OR RECOMMENDATIONS REGARDING CRYPTOCURRENCIES, INCLUDING THE SUITABILITY AND APPROPRIATENESS OF, AND INVESTMENT STRATEGIES FOR, CRYPTOCURRENCIES. CUSTOMER ASSUMES THE RISK ASSOCIATED WITH ACCEPTING CRYPTOCURRENCY DONATIONS VIA THE PLATFORM. FUNDRAISE UP IS NOT RESPONSIBLE FOR FLUCTUATIONS IN PRICE OR CONVERSION RATES OF CRYPTOCURRENCIES, OR THE LEGAL OR REGULATORY STATUS OF CRYPTOCURRENCIES. CRYPTOCURRENCY TRANSFERS TAKE PLACE VIA THIRD-PARTY EXCHANGES AND BROWSER EXTENSIONS, AND ARE DEPENDENT UPON THE FUNCTIONALITY OF DECENTRALIZED BLOCKCHAIN TECHNOLOGY. ACCORDINGLY, FUNDRAISE UP IS NOT RESPONSIBLE FOR (I) ANY TRANSFER OF ANY CRYPTOCURRENCY; (II) CUSTOMER’S COMPLIANCE WITH THIRD-PARTY TERMS AND CONDITIONS; (III) CUSTOMER’S PAYMENT OBLIGATIONS TO THIRD PARTIES; (IV) THE ACTS OR OMISSIONS OF ANY THIRD PARTIES OR THE FUNCTION OR MALFUNCTION OF ANY SUCH THIRD-PARTY EXCHANGES, PLATFORMS, BROWSER EXTENSIONS OR TECHNOLOGY; AND (V) ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS EXPERIENCED DURING A CRYPTOCURRENCY TRANSACTION.

TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, YOU AGREE THAT NEITHER WE NOR ANY OF OUR SUBSIDIARIES, AFFILIATED COMPANIES, RELATED PARTIES, EMPLOYEES, MEMBERS, SHAREHOLDERS, OFFICERS OR DIRECTORS SHALL BE LIABLE FOR (1) ANY DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID BY CUSTOMER TO FUNDRAISE UP IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM GIVING RISE TO LIABILITY, OR (2) ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, LOST REVENUE, LOST PROFITS OR DATA TO YOU OR ANY THIRD PARTY FROM YOUR USE OF THE SERVICE OR ANY GOODS SOLD OR PROVIDED BY US. THIS LIMITATION SHALL APPLY REGARDLESS OF THE BASIS OF YOUR CLAIM, WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED, OR WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

THE LIMITATIONS IN SECTION 17(a) SHALL NOT APPLY TO ANY DAMAGE THAT WE CAUSE YOU INTENTIONALLY AND KNOWINGLY IN VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW THAT CANNOT BE DISCLAIMED IN THIS AGREEMENT.

SOME STATES MAY NOT PERMIT CERTAIN DISCLAIMERS AND LIMITATIONS, AND ANY SUCH DISCLAIMERS OR LIMITATIONS ARE VOID WHERE PROHIBITED.

You agree to defend, indemnify and hold us and our suppliers, subsidiaries, licensors, and licensees, and each of their officers, directors, shareholders, members, employees and agents harmless from all allegations, judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Submissions or Content you submit, post to or transmit through the Service, (b) your use of the Service, (c) your violation of this Agreement or any incorporated terms, including the Documentation, (d) any conduct, activity or action which is unlawful or illegal under any state, federal or common law, or is violative of the rights of any individual or entity, engaged in, caused by, or facilitated in any way through the use of the Service, (e) destruction of real or tangible property or personal injury, including but not limited to death, arising from or relating to your actions or inactions, and (f) any third party platforms or services used by Customer, including, but not limited to, those utilized by Customer to accept cryptocurrency Donations.

We agree to defend, indemnify and hold you and your subsidiaries, affiliates, officers, directors, shareholders, members, employees, agents, successors and permitted assigns harmless from and against all third party allegations, claims, actions, judgments, awards, losses, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, expert witness fees, and costs of litigation, arising out of or based on any claim that the Service, as provided by us and used by you in accordance with this Agreement, infringes, misappropriates, or otherwise violates any third party patent, copyright, trademark, trade secret, or other intellectual property right.

If the Service becomes, or in our reasonable opinion is likely to become, the subject of an infringement or misappropriation claim, we may, at our expense and option: (a) procure for you the right to continue using the affected Service; (b) modify the affected Service so that it is non-infringing and materially equivalent in functionality; (c) replace the affected Service with a non-infringing service or component that is materially equivalent in functionality; or (d) if the foregoing options are not commercially reasonable, terminate the affected Service.

We will have no obligation under Section 18(b) to the extent the claim arises out of or relates to: (i) Submissions, Content, data, materials, specifications, or instructions provided by you or on your behalf; (ii) use of the Service in combination with products, services, software, hardware, data, or technology not provided by us, where the claim would not have arisen but for such combination; (iii) modification of the Service by anyone other than us or our authorized representatives; (iv) use of the Service in violation of this Agreement or our written documentation; (v) your continued use of the allegedly infringing Service after we have provided a non-infringing replacement or modification; or (vi) any third party platforms or services used by you that are not provided by us.

Section 18(b) states our sole and exclusive liability, and your sole and exclusive remedy, for any claim that the Service infringes, misappropriates, or otherwise violates any third party intellectual property right.

You agree that any claim or dispute arising out of or relating in any way to the Service will be resolved solely and exclusively by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. The laws of the State of New York shall govern this Agreement, and shall be used in any arbitration proceeding.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. Any arbitration between you and Fundraise Up involving claims in excess of $100,000 shall have three (3) arbitrators; all other arbitrations shall be conducted before a single arbitrator selected in accordance with the American Arbitration Association’s rules.

To begin an arbitration proceeding, you must send a written notice requesting arbitration and describing your claim to both of the following: (i) by email to legal@fundraiseup.com; and (ii) by mail to Fundraise Up Inc., 219 36th Street, Unit 4, Suite A100, Brooklyn, New York 11232 USA.

Arbitration under this Agreement will be conducted by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules then in effect, including the Expedited Procedures, unless the AAA determines that such procedures are inapplicable. The arbitration shall be conducted in English, and shall be located in New York City, New York. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrators, will be strictly confidential for the benefit of all parties.

You and Fundraise Up agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, BOTH YOU AND FUNDRAISE UP AGREE THAT EACH HAS WAIVED ANY RIGHT TO A JURY TRIAL.

Notwithstanding the foregoing, you agree that we may bring suit in court to enjoin infringement or other misuse of intellectual property or other proprietary rights.

To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Service, or to us, may only be brought by you in a state or federal court located in New York City, New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE, AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK.

The Service is not directed to individuals under the age of 18. In the event that we discover that a child under the age of 18 has provided personally identifiable information to us, we will make efforts to delete the child’s information if required by the Children’s Online Privacy Protection Act. Please see the Federal Trade Commission’s website for (www.ftc.gov) for more information.

Notwithstanding the foregoing, pursuant to 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available to assist you in limiting access to material that is harmful to minors. More information on the availability of such software can be found through publicly available sources. You may wish to contact your internet service provider for more information.

If you believe in good faith that any material posted on our Service infringes the copyright in your work, please contact our copyright agent, designated under the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. §512(c)(3)), with correspondence containing the following:

• A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of the copyright that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed;

• Identification, with information reasonably sufficient to allow its location of the material that is claimed to be infringing;

• Information reasonably sufficient to permit us to contact you;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and,

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You acknowledge that if you fail to comply with all of the requirements of this policy, your DMCA notice may not be valid. For any questions regarding this procedure, or to submit a complaint, please contact our designated DMCA Copyright Agent:

Copyright Agent

Fundraise Up Inc.

219 36th Street, Unit 4, Suite A100

Brooklyn, New York 11232

USA

e-mail: legal@fundraiseup.com

If you believe in good faith that any material posted on the Service infringes any of your rights other than in copyright, or is otherwise unlawful, you must send a notice to legal@fundraiseup.com containing the following information:

• Your name, physical address, e-mail address and phone number;

• A description of the material posted on the Service that you believe violates your rights or is otherwise unlawful, and which parts of said materials you believe should be remedied or removed;

• Identification of the location of the material on the Service;

• If you believe that the material violates your rights, a statement as to the basis of the rights that you claim are violated;

• If you believe that the material is unlawful or violates the rights of others, a statement as to the basis of this belief;

• A statement under penalty of perjury that you have a good faith belief that use of the material in the manner complained of is not authorized and that the information you are providing is accurate to the best of your knowledge and in good faith; and

• Your physical or electronic signature.

If we receive a message that complies with all of these requirements, we will evaluate the submission, and if appropriate, in our sole discretion, we will take action. We may disclose your submission to the poster of the claimed violative material, or any other party.

All notices given by you or required under this Agreement shall be in writing and addressed to: Fundraise Up Inc., 219 36th Street, Unit 4, Suite A100, Brooklyn, New York 11232 USA, or sent via email to legal@fundraiseup.com.

If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect, or shall be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.

We may modify this Agreement at any time on a prospective basis by providing Customer with at least thirty (30) days’ prior written notice of any material changes. If Customer objects to any material changes, Customer may terminate this Agreement by providing written notice to us prior to the effective date of such changes, and any such termination will be without liability to either party solely on account of the modification. Customer’s continued use of the Service after the effective date of any modification will constitute Customer’s acceptance of such modification. Non-material changes (including corrections of typographical errors, reorganization of terms for clarity, and updates required by applicable law) may be made without prior notice and will be effective upon posting and your continued use of the Service.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement or your use of the Service.

We may assign our rights under this Agreement, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the Agreement without our prior written consent, and any unauthorized assignment by you shall be null and void.

Our failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

All notices given by you or required under this Agreement shall be in writing and addressed to: Fundraise Up Inc., 219 36th Street, Unit 4, Suite A100, Brooklyn, New York 11232 USA, or sent via email to legal@fundraiseup.com. All notices from Fundraise Up to Customer shall be sent to the email address associated with Customer’s Account or as otherwise specified in the applicable Order Form, and shall be deemed given when sent.

You hereby agree that we would be irreparably damaged if the terms of this Agreement were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement, in addition to such other remedies as we may otherwise have available to us under applicable laws.

In no event shall we or our affiliates be liable to you for any damage, delay, or failure to perform resulting directly or indirectly from a force majeure event, including but not limited to acts of God, pandemic or epidemic, government actions, natural disaster, war, terrorism, labor disputes, or internet or utility service failures beyond our reasonable control.

This Agreement, together with all Order Forms and the documents expressly incorporated by reference, constitutes the entire agreement between you and us with respect to the Service, and supersedes all prior or contemporaneous communications, whether electronic, oral or written. In the event of any conflict between the terms of this Agreement and an Order Form, the Order Form shall control with respect to the subject matter of that Order Form.