Terms and Conditions of Use / Nutzungsbedingungen - NPO

 ZEFFY TERMS OF SERVICE

Applicable Aug 2026

DOCUMENT STRUCTURE AND HIERARCHY

These Terms of Service consist of:

1. Core Terms (Sections 1-18 below) - applicable to all Organizations globally

2. Country-Specific Addendums - additional terms that apply based on your Organization’s location:

   • United States Addendum

   • Canada Addendum

   • United Kingdom Addendum

   • Australia Addendum

   • Ireland Addendum

Which terms apply to you?

Your applicable terms are determined by your Organization’s legal registration/incorporation location AND the location(s) where you solicit donations.

• US Organizations: Core Terms + US Addendum

• Canadian Organizations: Core Terms + Canada Addendum

• UK Organizations: Core Terms + UK Addendum

• Australian Organizations: Core Terms + Australia Addendum

• Irish Organizations: Core Terms + Ireland Addendum

• Multi-country operations: If you solicit in multiple countries, you must comply with all applicable Country Addendums

In case of conflict: Where a Country Addendum explicitly states a different rule, the Country Addendum prevails over the Core Terms. Where the Addendum is silent, the Core Terms apply.

Where more than one Addendum applies to you: The Addendum of the country in which your Organization is established governs the contractual relationship between you and Zeffy, including governing law, venue and dispute resolution. Any other Country Addendum that applies because you solicit in that market governs only the conduct of your solicitation there, and does not change the governing law, venue or dispute resolution applicable to your Organization.

Acceptance: By using Zeffy Services, you agree to the Core Terms AND your applicable Country Addendum(s).

CORE TERMS OF SERVICE

These Core Terms of Service (the “Agreement”) constitute a binding legal contract between the organization that agrees to this Agreement (the “Organization”, “you”, “your”) and the applicable Zeffy entity serving your jurisdiction:

• For US Organizations: Simplyk, Inc., 651 N Broad Street Suite 206, Middletown, Delaware 19709

• For Canadian Organizations: 9355-0861 Québec Inc., 917 Mont-Royal Avenue East, Montreal, Quebec H2J 1X3, Canada

• For UK Organizations: Zeffy Limited, 128 City Road, London C1V2NX

• For Australian Organizations: Zeffy Group Australia Pty Ltd, Level 3, 62 Lygon Street, Carlton South VIC 3053, Australia.

• For European Organizations: Simplyk, France, 6 rue des bateliers, 92110 Clichy, France

(collectively “Zeffy”, “we”, “us”, “our”).

This Agreement applies to your use of the Services (as defined below). Please read this Agreement carefully before using or accessing the Services, as it contains important information about your obligations when using the Services.

By using the Services, you accept this Agreement. If you do not agree to this Agreement, do not access or use the Services, and please close your Account.

Your use of our Services is also subject to our Privacy Policy, which explains how we collect, use and disclose personal information through the Services.

If you have any questions about this Agreement, you may contact us at [email protected].

1. DEFINITIONS

When used in this Agreement with their first letter capitalized, in addition to terms defined elsewhere in this Agreement, the following terms shall have the following meanings:

• “Account” means the account created and used by an Organization in connection with its use of the Platform.

• “Anonymized Data” means all Usage Data, Organization Data and other data generated by the Services that have been processed using appropriate technology or a de-identification method recognized by industry standards and which, as a result, no longer identifies an identified or identifiable Person. For greater certainty, Anonymized Data does not include Personal Information.

• “Confidential Information” means, subject to the exclusions set forth in Section 6(a) of this Agreement, any information of a party (the “Disclosing Party”) that is or will be disclosed to the other party (the “Receiving Party”) concerning the business, property, operations or finances of the Disclosing Party or its business, including proprietary information and trade secrets. Confidential information must be indicated as such, or it must be clear at the time of disclosure that the information is to be treated as confidential according to its nature or the context of the disclosure.

• “Content” means any message, information, data, text, article, blog post, graphic, report, illustration, photograph, video and other content provided by Zeffy through the Services.

• “Contributor” means a legal or natural person who makes a payment to the benefit of the Organization via the Platform / Payment Account (or any other functionality of the Platform).

• “Documentation” means all documentation and other materials made available to you in connection with the provision of the Services, including the specifications and description of the Services that are publicly available on the Platform.

• “End User” means each user authorized by an Organization to use the Services through that Organization’s Account.

• “Intellectual Property” means all intellectual property, including, without limitation, works, inventions (patentable or unpatentable), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analyses, software, research and development information, technical information, prototypes, specifications, models, designs, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and all proprietary rights under patent law, copyright law, trade-mark law, industrial design law, semiconductor chip law, or any other statutory provision or principle of civil or common law applicable to the protection of information or intangible property rights, including trade secret law, which may confer an interest in any of the foregoing, and all applications, registrations or other evidence of an interest in any of the foregoing.

• “Law” means any statute, regulation, rule, code, ordinance, constitution, treaty, common law, judgment, decree or other requirement of any federal, provincial, territorial, state, municipal or foreign government or any political subdivision thereof, or of any arbitrator, court or tribunal of competent jurisdiction.

• “Member” means a member or supporter of the Organization, as defined in the Organization’s governing documents.

• “Notification Email Address” means the email address you provided when creating your Account, which is designated to receive notifications from us.

• “Organization Content” means any information, data, documents, intelligence and other content about an Organization that is posted by that Organization or its End Users through the Services, all for the purpose of being publicly displayed and accessible on the Platform as part of the provision of our Services.

• “Organization Data” means (i) any Personal Information; and (ii) any data generated or submitted by the Organization through the Services, including any Organization Content. Notwithstanding anything to the contrary in this Agreement, Anonymized Data and Usage Data is not considered Organization Data.

• "Payment Account" means the Organization's Stripe Connected Account created through the Platform, which allows the Organization to receive payments (donations, ticket sales, etc.) from Contributors. This account is managed by Stripe and subject to Stripe's terms.

• “Personal Information” means any information or intelligence that meets the definition of “personal information”, “personal data” or “personal data” (or similar nomenclature) under applicable Laws and that is (i) submitted by you through the Services or (ii) collected or generated by the Services.

• “Platform” means the web platform publicly accessible via https://zeffy.com/, allowing Organizations to manage and communicate with their donor community, obtain online donations, administer event ticketing, organize peer-to-peer campaigns, publish their volunteer opportunities and receive payments from their members with personalized forms.

• “Representatives” means any company, subsidiary, contractor, subcontractor, service provider or agent of an Organization, and the respective employees, directors and officers of each of these third parties.

• “Security Breach” means any act or omission that materially compromises the security, confidentiality or integrity of Personal Information.

• “Services” means:

  • the Platform;

  • any other website, service, feature or communication related to the foregoing;

  • all the technologies we have developed (software, hardware, algorithms, codes, processes, user interfaces, know-how, techniques, models, drawings and other technical or information materials, whether tangible or intangible);

  • the system administration, hosting, management and monitoring activities that we perform in relation to the web interface that we make available.

• “Tax Receipt” means a certificate of payment issued by the Organization to its Contributors, generated via the Platform, entitling them to a deduction or other tax benefit in accordance with applicable Tax Laws.

• “Urgent Security Issue” means (i) any use of the Services in violation of this Agreement; (ii) any Security Breach; or (iii) any situation that reasonably requires us to take immediate action to prevent or mitigate security risks, including taking significant security fixes.

• “Usage Data” means data captured through and/or generated by the Services regarding statistics, trends, performance and analysis, such as pages viewed, performance statistics, errors that occur and electronic attributes of devices and devices, such as web browser name and version, operating system and country. Usage Data is generally used to improve our Services, monitor their performance and identify their most popular features.

2. SERVICES

2.1 Eligibility

The Services are intended solely for qualified nonprofit organizations and eligible social enterprises with a public benefit mission.

Eligible Organizations:

To use the Services, you must be:

1. Nonprofit Organizations: Non-profit organizations, charities, charitable organizations, or tax-exempt organizations under applicable Laws; OR

2. Social Enterprises: Businesses or organizations with a documented social purpose or mission that benefit the general public or a community (not individual persons).

Core Eligibility Requirements (Applicable to All Organizations):

All Organizations must:

1. Operate for Public Benefit: Conduct activities that serve the general public, a community, or advance a charitable, educational, religious, scientific, or other recognized social purpose.

2. Maintain Proper Registration: Hold appropriate registration, incorporation, or tax-exempt status as required by applicable Laws in your jurisdiction.

3. Operate an Organizational Bank Account: All funds received through the Platform must be disbursed to a bank account held in the legal name of the Organization. You may NOT designate the following as payout destinations:

   • Individual personal bank accounts

   • Bank accounts held in names that do not match the Organization’s legal name

   • Third-party accounts (unless approved by Zeffy for fiscal sponsorship arrangements)

4. Prohibit Individual Fundraising: You may NOT use the Platform to raise funds for the direct benefit of a specific named individual or family, including but not limited to:

   • Medical expenses for an individual person

   • Personal emergencies or hardships (funeral costs, house fires, etc.)

   • Educational expenses for a specific individual

   • “Help [Name]” campaigns

   • Crowdfunding for personal projects

   Exception: You may raise funds for individuals ONLY when such fundraising is conducted under your Organization’s established charitable programs (e.g., scholarship funds, hardship assistance programs) and complies with your Organization’s exempt purpose.

Zeffy’s Determination: Zeffy reserves the right to determine, in its sole discretion, whether an Organization meets these eligibility criteria. Zeffy may reject applications, suspend accounts, or terminate services for Organizations that do not meet or no longer meet eligibility requirements.

2.2 Account Creation and Security

You must create an Account to access and use the Services. You are responsible for:

• Maintaining the confidentiality of your Account and login credentials

• All actions and activities conducted through your Account

• Ensuring that only authorized End Users access your Account

Security Features: Zeffy provides security features including:

• Automatic notifications for sensitive account activities (new device connections, member additions/removals, bank account changes)

• Multi-factor authentication (MFA)

Your Responsibility: It is your responsibility to enable and use these security features appropriately. Zeffy will not be liable for consequences arising from your failure to use available security features.

Compromised Credentials: If your login credentials are compromised, you must immediately:

1. Reset your credentials

2. Contact us at [email protected]

3. Cooperate with any investigations we conduct

2.3 Changes to Services and Agreement

Service Changes: We reserve the right to make changes to the Services, including adding, modifying, or discontinuing features or functionality.

Agreement Changes: We may amend this Agreement to accommodate new technologies, features, regulatory requirements, or other legitimate business needs.

Notification Process:

1. Minor Changes (clarifications, typographical corrections, updated contact information):

   • Posted on the Platform

   • Continued use after effective date constitutes acceptance

2. Material Changes (including but not limited to material changes to liability/warranties, dispute resolution changes, significant restrictions on Services):

   • At least 15 days' advance notice to your Notification Email Address

   • Clear description of the changes and their effective date

   • Continued use of the Services after the effective date constitutes binding acceptance of the revised Agreement

   • Right to terminate: If you object to the changes, you may terminate your Account under Section 16 before the effective date

   • For changes that we deem particularly significant (e.g., new arbitration requirements, material fee increases), we may require active acceptance via click-through

3. Emergency Changes (to comply with Law, address Urgent Security Issues, respond to payment processor requirements):

   • May be implemented immediately without advance notice

   • Notification provided as soon as reasonably practicable

Right to Object: If you object to any changes:

1. Contact us at [email protected] to discuss

2. If no resolution is reached, you may terminate your Account under Section 16

Continued use after the effective date (or active acceptance of Material Changes) constitutes binding acceptance of the revised Agreement.

2.4 Integration with Payment Processor

Zeffy uses Stripe as its payment processor. Your use of payment processing services is governed by:

• The Stripe Connected Account Agreement

• The Stripe Terms of Service

• This Agreement

(collectively, the “Payment Processing Terms”)

Zeffy’s relationship with Stripe is described in the applicable Country Addendum.

2.5 Optional Financial Programs

Zeffy may offer optional advanced financial programs through partnerships with Stripe and banking partners, including:

• Cash-Back Card Program

• Financial Account Program

These programs are governed by separate terms that supplement this Agreement:

• Zeffy Cash-Back Card Terms

• Zeffy Financial Account Terms

2.6 Identity Verification Requirements

Authorized Representative: To create and maintain a Zeffy Account and Payment Account, you must designate an Authorized Representative to complete identity verification.

Who Qualifies as Authorized Representative:

The person completing verification MUST be:

1. A Current Officer, Director, or Executive holding one of the following positions:

   • Executive Director or Chief Executive Officer

   • President or Vice President

   • Director or Board Member

   • Treasurer, Chief Financial Officer, or other senior financial officer

   • Other senior executive with documented authority to bind the Organization

2. Publicly Verifiable: The Representative’s role must be publicly verifiable through at least one of the following:

   • Organization’s public website

   • Tax filings (where applicable)

   • Charity registration records

   • Incorporation documents filed with government authorities

   • Public professional profiles

3. Actually Authorized: The person must have legal authority to:

   • Bind the Organization to contracts

   • Authorize financial transactions

   • Accept terms and conditions

   • Designate bank accounts for receipt of funds

Prohibited Representatives:

The following persons may NOT serve as Authorized Representatives:

• Contractors, consultants, or temporary workers (unless formally designated as officers in governing documents)

• Third-party service providers or agencies

• Individuals with no documented affiliation with the Organization

• Former officers/directors who have left the Organization

• Individuals whose affiliation cannot be verified

Verification Process:

The Authorized Representative must provide:

1. Government-issued photo ID

2. Selfie for identity verification

3. Personal information as required by Stripe’s verification process

Zeffy and/or Stripe may:

• Conduct public record searches to verify the Representative’s role

• Request additional documentation (board resolutions, appointment documentation, bank document)

• Suspend accounts if verification cannot be completed or if mismatches are discovered

Changes in Representatives: You must promptly notify Zeffy if:

• The Authorized Representative leaves the Organization or their role changes

• A new Representative needs to be designated

• There are leadership changes affecting who has authority to manage the Account

Investigation Rights: Zeffy reserves the right to investigate concerns about whether an Authorized Representative is truly authorized and may require additional documentation, board resolutions, or legal opinions.

2.7 Regulatory Registrations and Compliance

Zeffy’s Registrations: Details on Zeffy’s regulatory registrations are provided in the applicable Country Addendum.

Your Obligations: While Zeffy maintains platform-level registrations where required, you are independently responsible for:

• Obtaining your own charity registrations where required

• Complying with solicitation disclosure requirements

• Filing required annual reports

• Maintaining active and valid tax-exempt status (where applicable)

Zeffy’s registrations do NOT exempt you from your own registration and compliance obligations.

Ongoing Tax-Exempt Status: Organizations that declared tax-exempt or equivalent charitable status on the Platform must keep this information current in their Account settings. If your status is revoked, suspended, or voluntarily relinquished, you must update your Account within 5 business days. Failure to do so constitutes a material breach and may constitute fraud. Zeffy may independently verify your status through publicly available records and proactively disable Tax Receipt issuance, suspend, or terminate Accounts where status can no longer be confirmed. A pending reinstatement application does not restore the right to issue Tax Receipts.

Geographic Limitations: If you solicit donations in jurisdictions where Zeffy is not registered or authorized to operate, you assume all risk and liability related to such solicitations. Zeffy may restrict Organizations from soliciting in certain jurisdictions to maintain compliance with applicable Laws.

3. YOUR OBLIGATIONS AND RESPONSIBILITIES

3.1 Permitted and Prohibited Uses

General Obligations:

You and your End Users may only use the Services:

• For lawful purposes

• In accordance with this Agreement

• In accordance with all applicable Laws

Prohibited Activities:

You and your End Users may NOT use the Services in any manner that:

1. Violates applicable Laws or our policies

2. Interferes with others’ use of the Services

3. Uses automated tools (robots, spiders, scrapers) to access or extract data

4. Attempts to reverse engineer, decompile, or disassemble the Services

5. Attempts to breach our security measures, including:

   • Posting or transmitting viruses, worms, or malware

   • Interfering with proper functioning

   • Attempting to hack security requirements

   • Accessing unauthorized areas

   • Disrupting servers or networks

   • Manipulating identifiers to disguise origin

   • Modifying or tampering with the Services

6. Creates, transmits, or stores material that:

   • Violates Intellectual Property, privacy, or publicity rights

   • Is threatening, abusive, hateful, or fraudulent

   • Constitutes or encourages criminal conduct

7. Shares login credentials among End Users or with unauthorized parties

8. Uses the Services for time-sharing, service bureau, or unauthorized distribution to third parties

Fraud and Abuse (Strictly Prohibited):

The following activities constitute serious abuse and are strictly prohibited:

Fraudulent Campaigns:

• Creating fake or misleading fundraising campaigns

• Misrepresenting the purpose or intended use of donated funds

• Using stock photos or fake testimonials to solicit donations

• Claiming false urgency or emergencies to manipulate donors

Fake or Shell Organizations:

• Creating Accounts for nonexistent organizations

• Using borrowed or stolen tax IDs of legitimate organizations

• Posing as a legitimate nonprofit without authorization

• Creating multiple accounts to evade restrictions

Transaction Manipulation:

• Making donations to oneself to generate false volume or platform tips

• “Washing” funds through the Platform (donating and refunding to test stolen cards or launder money)

• Coordinating with donors to make fraudulent donations

• Artificially inflating donation amounts through collusion

Tip Abuse:

• Pressuring, deceiving, or mandating donors to include a platform tip.

• Implementing systematic warnings, custom disclaimers, or messaging designed to unfairly discourage donors from tipping

Identity Fraud:

• Using another person’s identity to create or manage an Account

• Borrowing identity documents for verification

• Misrepresenting one’s role or authority within the Organization

Donor Exploitation:

• Targeting vulnerable populations with deceptive solicitations

• High-pressure tactics or harassment

• Failing to honor donor refund requests or restricted designations

• Misusing donor Personal Information

Repeat Offender Conduct:

• Creating new Accounts after termination for violations

• Using family members’ or associates’ identities to circumvent bans

• Operating under a new organization name to evade violations

Testing Stolen Payment Methods:

• Using the Platform to test stolen credit cards or bank accounts

• Making small “test donations” with potentially fraudulent payment methods

Internal Money Transfers (Abuse of Platform for Non-Donor Transactions):
Using the Platform to transfer funds between organizational insiders rather than for genuine external donor transactions, including:

• Directors, officers, employees, or board members making donations to their own organization through the Platform

• Transfers between related entities or individuals affiliated with the Organization

• Large "test payments" or "test donations" used to move funds rather than test functionality

• Exception: Small test payments (under $100) are permitted to test Platform functionality.

For legitimate internal fund transfers, use direct bank-to-bank wire transfers rather than the Platform, which is designed for external donor contributions.

Detection and Enforcement:

• Zeffy uses automated and manual review processes to detect abuse

• Organizations suspected of abuse may be subject to increased monitoring, transaction holds, or account suspension

• Zero Tolerance: Zeffy maintains a zero-tolerance policy for fraud. Accounts engaged in fraudulent conduct will be permanently terminated without opportunity to cure

• Zeffy may report suspected fraud to law enforcement, Stripe, and relevant regulatory authorities

Preventive Suspension: If we discover that you are about to commit abuse or are facilitating abuse, we may preventively suspend all or part of the Services with or without notice. If no prior notice has been given, we will send written notice as soon as possible and conduct an investigation.

3.2 Account Administration

Your Responsibilities:

• Understanding the settings, privileges, and controls of the Services

• Managing your Account and authorizing/controlling End Users

• Keeping your Notification Email Address current

Zeffy is not responsible for account management or for settings and controls available as part of account administration.

Contact Information Updates: You must inform us immediately of any change to your Notification Email Address or organization phone number. Otherwise, we assume no responsibility for notifications or communications not received, including security alerts for sensitive account activities.

3.3 Peer-to-Peer Fundraising Campaigns

Permitted Use: You may use the Platform to organize peer-to-peer (P2P) fundraising campaigns where individuals (“P2P Participants”) raise funds on behalf of your Organization.

Requirements:

1. Organizational Control: You retain full control and responsibility for P2P campaigns, including:

   • Approving or rejecting P2P Participants

   • Setting fundraising goals and parameters

   • Monitoring P2P Participant activities

   • Ensuring compliance with this Agreement and applicable Laws

2. On Behalf of Organization ONLY: P2P Participants are raising funds for YOUR ORGANIZATION, not for themselves or specific individuals. All funds raised are donations to the Organization subject to your charitable purposes.

3. Prohibited P2P Uses:

   • Individual fundraising (raising funds for a specific person’s benefit)

   • Purposes inconsistent with your charitable mission

   • Deceptive or misleading solicitations

   • Political contributions or lobbying activities (where prohibited)

4. Your Liability: You are solely responsible for:

   • Actions and representations of P2P Participants

   • Accuracy of information provided by P2P Participants

   • Compliance with charitable solicitation laws for P2P campaigns

   • Proper allocation of funds raised

   • Tax receipts issued for P2P donations (if applicable)

5. Third-Party Fundraiser Rules: In some jurisdictions, P2P Participants may be deemed “commercial fundraisers” or “fundraising counsel” subject to registration and bonding requirements. You are responsible for determining whether your P2P campaigns trigger such requirements.

Zeffy’s Rights:

• Suspend or terminate P2P campaigns that violate this Agreement

• Require you to remove specific P2P Participants

• Disable P2P functionality for Organizations that misuse the feature

Tax Receipts: All donations made through P2P campaigns are donations to YOUR ORGANIZATION, not to the individual P2P Participant. Tax receipts (if issued) must be issued by your Organization.

Indemnification: You agree to indemnify Zeffy for any claims, damages, or liabilities arising from P2P campaigns, including claims related to misrepresentations by P2P Participants, failure to comply with fundraiser registration laws, or misuse of funds.

3.4 Lotteries, Sweepstakes, Raffles and Prize-Based Fundraising

Permitted Use: Organizations may use the Platform to organize lotteries, sweepstakes, raffles, lotteries, or other prize-based fundraising campaigns ("Lotteries") where permitted by applicable Laws.

Your Sole Responsibility for Legal Compliance:

The availability of lottery features on the Platform does NOT mean that you are legally authorized to conduct Lotteries. You are solely responsible for:

1. Determining Legal Permissibility: Researching and understanding whether Lotteries are legal in your jurisdiction and the jurisdictions where you solicit participants

2. Obtaining Required Licenses/Permits: Securing all necessary licenses, permits, registrations, or approvals required by federal, state/provincial, or local authorities before launching a Lottery

3. Complying with Gaming/Raffle Regulations: Following all applicable rules including but not limited to:

   • Prize disclosure and valuation requirements

   • Drawing procedures and transparency rules

   • Age restrictions for participants

   • Bonding or insurance requirements

   • Reporting to gaming/lottery authorities

   • Tax withholding and reporting on prizes

4. Terms and Conditions: Publishing clear, compliant terms and conditions for each Lottery, including official rules, prize descriptions, drawing date, odds disclosure, and "no purchase necessary" alternatives where required by law

Zeffy's Rights:

Zeffy reserves the right to, at any time and in its sole discretion:

• Request Documentation: Require you to provide proof of licenses, permits, legal opinions, or other documentation demonstrating that your Lottery complies with applicable Laws

• Suspend Lottery: Immediately pause or suspend a Lottery campaign if we have reason to believe it may violate applicable Laws or this Agreement

• Close Lottery and Refund Participants: Terminate a Lottery campaign and process refunds to all participants if we determine (or reasonably suspect) that the Lottery is unlawful, improperly licensed, or conducted in violation of this Agreement

• Terminate Account: Close your Account if you conduct unlawful Lotteries or fail to cooperate with our requests for documentation

No Zeffy Responsibility:

Zeffy does not:

• Verify that your Lottery is legal in your jurisdiction

• Determine whether you hold required licenses or permits

• Provide legal advice on lottery regulations

• Assume any liability for unlawful Lotteries you conduct

Indemnification: You agree to indemnify and hold Zeffy harmless from any claims, damages, or liabilities arising from your Lottery activities, including claims that your Lottery violated applicable gaming/lottery laws, failed to comply with licensing requirements, or breached your published lottery terms and conditions.

Examples of High-Risk Lottery Scenarios (Subject to Enhanced Scrutiny):

• Lotteries with high-value prizes (e.g., cars, cash prizes over $10,000)

• Lotteries soliciting participants across multiple states/provinces with varying regulations

• Lotteries conducted by Organizations that are not registered charities (where applicable law restricts non-charity lotteries)

• Lotteries that do not clearly disclose "no purchase necessary" alternatives where required

4. INTERRUPTION AND SUSPENSION OF SERVICES

4.1 Urgent Security Issues

Notwithstanding any provision to the contrary, we reserve the right to suspend, with or without notice, all or part of the Services to address Urgent Security Issues.

4.2 Suspension to Comply with Applicable Laws

We may, in our sole discretion and at any time, suspend the provision of the Services if necessary to comply with any applicable Laws.

4.3 Suspension to Comply with Payment Processor Requirements

Stripe Relationship: Zeffy relies on Stripe for payment processing. If Stripe decides to suspend or reject your Stripe Connected Account for any reason, Zeffy may be required to close your associated Zeffy Account, regardless of the reason behind Stripe’s decision.

Appeal Process: If Zeffy believes Stripe’s decision is unjustified and you wish to appeal, Zeffy will assist in preparing and submitting the appeal by collecting necessary information from you, provided Stripe offers an appeal option. However, Zeffy is not the final decision-maker. If Stripe ultimately rejects the appeal, your Zeffy Account will be permanently closed.

Onboarding Deadline: Zeffy may also close an Account if you fail to complete the Stripe initial onboarding process within 90 days of commencing activity on the Platform.

4.4 Account Suspension and Termination for Risk Mitigation

Zeffy reserves the right to suspend or terminate your Account, with or without notice, at Zeffy’s sole discretion, for any reason related to risk mitigation, including but not limited to:

Fraud and Abuse:

• Suspected or confirmed fraudulent activity

• Abusive or incorrect use of the Platform (as defined in Section 3.1)

• Misrepresentation of Organization’s identity, status, or activities

• Violations of Stripe’s Terms of Service or prohibited business policies

Compliance and Regulatory Risks:

• Failure to complete identity verification within required timeframes

• Failure to provide requested documentation or information

• Operations that may violate applicable Laws or regulations

• Receipt of legal process, subpoenas, or regulatory inquiries

• Organization’s loss of tax-exempt status or charitable registration

• Organization appearing on sanctions lists or watchlists

Financial and Operational Risks:

• Excessive chargebacks, disputes, or refund rates (even if not fraudulent)

• Negative balances that remain unpaid (as described in Section 4.6)

• Patterns of transaction activity inconsistent with stated purpose

• High-risk transaction patterns identified by Zeffy or Stripe

Reputational and Association Risks:

• Public controversies, scandals, or negative media coverage that could damage Zeffy’s reputation

• Association with individuals, entities, or causes that Zeffy reasonably determines pose reputational risk

• Organizational leadership changes that raise risk concerns

• Credible complaints from donors, volunteers, or the public

Non-Compliance with Terms:

• Violations of any provision of this Agreement

• Failure to maintain eligibility requirements (Section 2.1)

• Unauthorized use of Services or unauthorized access attempts

• Failure to respond to Zeffy communications within reasonable timeframes

Discretionary Determination: Zeffy’s determination that an account should be suspended or terminated is made in Zeffy’s sole and absolute discretion. Zeffy is NOT required to provide:

• Specific reasons beyond general categories listed above

• Evidence or proof of suspected violations

• An opportunity to cure or remediate (though Zeffy may offer this in its sole discretion)

No Liability: Zeffy shall have no liability to you for any suspension or termination conducted in good faith based on risk mitigation concerns, even if you dispute Zeffy’s determination or if Zeffy’s concerns ultimately prove to be unfounded.

Cooperation: You must cooperate fully with any Zeffy investigations into suspected violations or risk factors. Failure to cooperate may itself constitute grounds for termination.

4.5 Handling of Funds Upon Account Closure

If your Account is closed and your balance is not zero due to pending transactions or payments still being processed, Zeffy will, at its sole discretion, either:

1. Issue a final payout to your Organization for the remaining funds; OR

2. Refund all processed transactions back to the original payers

Zeffy will determine the appropriate option based on the circumstances surrounding the account closure. Depending on these circumstances, Zeffy may refuse to issue a final payout and opt to refund the transactions instead.

Refund Timing: Zeffy will process refunds as quickly as possible. Card refunds typically take 5-10 business days. Unlike card transactions, ACH dispute windows are significantly longer and the outcomes cannot be contested. ACH refunds may take up to 120 days due to mitigate the double-refund risk and the financial risk for Zeffy.

4.6 Negative Balances and Overdrafts

Prohibition: Organizations are strictly prohibited from maintaining negative balances (overdrafts) in their Zeffy Account or Stripe Connected Account.

How Negative Balances Occur:

• Chargebacks or payment disputes filed by donors

• Refunds issued after funds have been disbursed to the Organization

• Returned ACH payments or failed transactions

• Adjustments for erroneous transactions

Immediate Repayment Obligation: If your account balance becomes negative for any reason, you must IMMEDIATELY repay the negative balance to Zeffy and/or Stripe without condition or delay.

Repayment Methods: Zeffy may, at its sole discretion:

1. Deduct the negative balance from future payouts

2. Invoice you directly for immediate payment

3. Charge your designated bank account (if authorized)

4. Pursue collection through legal means

Refund Delays to Prevent Negative Balances: To prevent negative balances, Zeffy may delay the processing of refunds you initiate to donors if your current account balance is insufficient to cover those refunds. In such cases, Zeffy will either:

• Proactively contact you to arrange a top-up to cover the refund shortfall (withdrawal notification), OR

• Wait until your balance becomes sufficient through new donations or deposits before processing the refund

This does not relieve you of your obligation to honor legitimate refund requests; it simply controls the timing of refund processing to avoid creating negative balances.

No Right to Offset or Delay: You have NO right to:

• Offset negative balances against future expected donations unless Zeffy has formally agreed in writing to a repayment arrangement

• Delay repayment pending resolution of disputes with donors

• Dispute the negative balance unless there is clear evidence of error by Zeffy or Stripe

Consequences of Non-Repayment: Failure to repay a negative balance will result in:

• Immediate account suspension

• Termination of Services

• Referral to collections agency

• Legal action to recover the negative balance plus costs, interest, and attorney's fees

• Reporting to relevant authorities if fraud is suspected

Repayment Arrangements: Zeffy may, in its sole discretion, work with Organizations in good faith to establish reasonable repayment arrangements if the Organization demonstrates:

• Transparency and cooperation

• Legitimate circumstances causing the negative balance (e.g., unusually high chargeback rate not due to fraud)

• Ability to repay over a defined timeframe

Such arrangements must be documented in writing. Zeffy is under no obligation to offer repayment arrangements.

Organization Liability: You acknowledge and agree that you are solely liable for all negative balances in your accounts, regardless of the cause, including negative balances resulting from donor chargebacks or disputes that you may deem unjustified.

Reserve Rights: Zeffy reserves the right to require Organizations with a history of chargebacks or disputes to maintain a reserve balance or provide other security as a condition of continued use of the Services.

5. INTELLECTUAL PROPERTY

Zeffy’s IP: We remain at all times the exclusive owner of all right, title and interest, including all Intellectual Property, in and to:

• The Services

• Documentation

• Content

• Our Confidential Information

Your Suggestions: Any suggestions, enhancement requests, recommendations or other feedback you provide to Zeffy relating to the Services are hereby assigned to Zeffy without limitation. At our request and reasonable expense, you will complete necessary documents and take actions to assist us in acquiring, developing and maintaining our Intellectual Property.

Your IP: You remain the exclusive owner of all right, title and interest in and to your Intellectual Property, including all Intellectual Property rights in your Organization Content.

6. CONFIDENTIAL INFORMATION

6.1 Exclusions

Confidential Information does not include information that the Receiving Party can prove:

1. Is readily available to the public through no fault of the Receiving Party

2. Does not originate from the Disclosing Party and was lawfully obtained by the Receiving Party from an independent third party without restriction

3. Does not originate from the Disclosing Party and was in the Receiving Party’s possession before disclosure

6.2 Confidentiality Obligations

The Receiving Party acknowledges that Confidential Information is proprietary information of the Disclosing Party and may constitute Intellectual Property. The Receiving Party shall:

• Use Confidential Information only for purposes set forth in this Agreement

• Protect Confidential Information with at least the same degree of care used for its own confidential information, and in no event less than reasonable care

• Take all reasonable steps to ensure Confidential Information is not disclosed to third parties except:

  • As required by applicable Laws or valid court order

  • With prior written consent of the Disclosing Party

  • As permitted or reasonably inferred from this Agreement

  • To legal counsel, auditors, or as reasonably required for administration of a legal entity

• Exercise due diligence to ensure Representatives are subject to the same confidentiality obligations

• Not make copies of Confidential Information except as necessary for purposes of this Agreement (including back-up and business continuity)

6.3 Obligation Upon Termination

Upon termination of this Agreement, the Receiving Party shall promptly either:

• Return all Confidential Information to the Disclosing Party; OR

• Destroy such Confidential Information

(at the option of the Disclosing Party).

The Receiving Party may retain copies required to comply with applicable Law, for business records, or for business continuity. In such cases, the Receiving Party shall maintain confidentiality and integrity of such information for as long as it remains in custody and shall securely delete it as soon as reasonably practicable.

7. PERSONAL INFORMATION

7.1 Collection, Use and Disclosure

You agree and acknowledge that we use, collect and disclose Personal Information in accordance with our Privacy Policy.

7.2 Your Compliance Obligations

You are responsible for compliance with applicable Laws regarding the collection, use and disclosure of Personal Information, including Personal Information of your Matched Volunteers, Contributors, and other individuals with whom you interact through the Services.

You represent and warrant that you have all appropriate consents or other legal authority to enable us to collect, use and disclose Personal Information in the manner set forth in our Privacy Policy and as required to provide the Services.

8. LICENSES

8.1 License for Organization Data

Your Ownership: You own all right, title and interest in and to all Organization Data.

License to Zeffy: You hereby grant us a revocable (only upon termination of this Agreement), fully paid, non-exclusive, royalty-free, limited, worldwide license to aggregate, reproduce, distribute, use and display the Organization Data as necessary for us to provide the Services to you or to exercise our rights and obligations under this Agreement.

Zeffy’s Ownership of Anonymized Data: Notwithstanding anything to the contrary in this Agreement, Zeffy holds all right, title and interest in and to Anonymized Data and Usage Data.

8.2 License for Reports

The Services may include provision of reports or presentations of similar results (each a “Report”). Zeffy hereby grants you a limited, non-exclusive, non-sublicensable and non-transferable license to reproduce, print, download and use all such Reports solely in accordance with this Agreement and for your business needs and those of your representatives. This license survives termination of this Agreement.

8.3 License for Services

Subject to this Agreement, we hereby grant you, for the Term, a non-exclusive, non-sublicensable, non-transferable and revocable (only upon termination of this Agreement) right and license to access and use (and to permit your End Users to access and use, as applicable) the Services for lawful purposes.

All rights not expressly granted herein are reserved by Zeffy. End Users may use the Services only if you remain responsible for such End Users.

9. PUBLICITY

You agree that we may:

1. Publicly use your name and logo alongside the names and/or logos of other organizations on our Platform, our lists of Organizations, our proposals, our presentations to potential investors and our sales presentations

2. NOT issue press releases without your prior written consent (and you agree not to issue press releases about us without our prior written consent)

Accordingly, you grant us a revocable (only upon termination of this Agreement), fully paid, non-exclusive, royalty-free, limited, worldwide license to aggregate, reproduce, distribute, use and display your trademarks as necessary to provide the Services or exercise our rights and obligations under this Agreement.

You may contact us at any time at [email protected] to withdraw your consent under this Section 9.

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations

Each party represents and warrants that it has not been found in violation of applicable Law and that no charges have been brought against it in connection with any investigation or inquiry relating to compliance with applicable Laws.

10.2 Organization Representations

You represent and warrant that:

1. You are either:

   • A non-profit organization, charity, or charitable organization within the meaning of applicable Laws; OR

   • A business or organization with a social mission

2. All of your End Users are at least 16 years of age (or the applicable age of majority in your jurisdiction if higher)

3. The information about you that you submit to us in connection with the Services, including Organization Content, is true and accurate

4. You are not prohibited by Zeffy or by applicable Laws from using the Services

10.3 Zeffy Representations

We represent and warrant that:

1. The Services will be substantially in accordance with the Documentation and will be performed in a professional manner

2. Our team will not directly contact Volunteers, Contributors, or End Users of your Organization without your prior approval, except:

   • For an annual email containing all tax receipts

   • If a Contributor reports a transaction as fraudulent, in order to help identify the transaction and resolve the dispute

11. INDEMNIFICATION

You agree to indemnify, defend and hold us (including our Representatives) harmless from and against any and all claims, penalties, fines, costs, expenses (including reasonable attorneys’ fees), actions, damages, losses or liabilities arising directly or indirectly out of, connected with, related to or resulting from:

1. Your access, use or alleged use of the Services in a manner not authorized by this Agreement, including any violation of Sections 3.1, 6, 7 and 10

2. Your negligence, fraud and willful misconduct

12. DISCLAIMER OF LIABILITY

Service “As Is”: Except as provided in this Agreement:

1. We do not warrant that the Services will be uninterrupted or error-free

2. We make no warranty as to the results that may be obtained from use of the Services

3. Zeffy is the only person authorized to make representations or warranties on its behalf

4. The Services are provided on an “as is”, “where is” and “as available” basis

5. To the maximum extent permitted by applicable Law, we make no other representations, conditions, warranties or guarantees, express or implied, regarding the accuracy, quality, reliability or completeness of any production or information (including Organization Content and Reports) provided by or as a result of use of the Services

6. We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement

You hereby waive your rights to any of the foregoing warranties, representations or conditions, whether express or implied, except as otherwise provided in this Agreement.

12.1 Organization Data and Content

You are solely responsible for the accuracy, truthfulness and quality of:

• Organization Data

• Organization Content

• Any content or information provided directly or indirectly through the Services

We have no control over and accept no responsibility for the accuracy, truthfulness and quality of Organization Data and Organization Content, including violations of Intellectual Property, applicable Law and privacy rights.

You acknowledge and agree that all results (including Reports and Organization Content) produced or obtained through the Services are for informational purposes only. We assume no responsibility for business decisions, including investment decisions, resulting from such results. You are responsible for ensuring that results are accurate and consistent.

12.2 No Business Advice

Zeffy, in the course of providing the Services:

• Does not recommend any business decision

• Does not verify or review information provided by Volunteers, Members, Contributors or other users on the Platform

• Does not provide business or other type of advice

12.3 No Legal, Tax, or Compliance Advice

Technical Provider Role: Zeffy provides technology services only. Zeffy does not:

• Provide legal, tax, accounting, or compliance advice

• Determine whether your activities comply with applicable Laws

• Verify that you hold required licenses, permits, or registrations

• Interpret regulations applicable to your organization or fundraising activities

Your Responsibility: You are solely responsible for:

• Understanding and complying with all Laws applicable to your organization, including:

  • Nonprofit formation and governance requirements

  • Tax-exempt status maintenance (e.g., IRS 501(c)(3) compliance)

  • State charitable solicitation registration

  • Gaming/lottery/raffle regulations

  • Tax receipt issuance rules

  • Employment and volunteer labor laws

  • Data privacy and protection laws

  • Anti-money laundering and sanctions compliance

• Consulting with qualified legal, tax, and accounting professionals regarding your obligations

• Ensuring that your use of the Platform complies with all applicable Laws

Platform Features ≠ Legal Authorization: The availability of a feature on the Platform (such as raffles, peer-to-peer campaigns, or multi-state solicitation) does NOT mean that you are legally authorized to use that feature. You must independently determine whether your use of any Platform feature is lawful in your jurisdiction.

No Liability: Zeffy assumes no responsibility or liability for your failure to comply with applicable Laws. You agree to indemnify and hold Zeffy harmless from any claims, damages, or liabilities arising from your legal non-compliance.

12.4 Third Party Verification

Zeffy is not responsible for verifying information provided by other users. Each Organization is solely responsible for exercising diligence on any other user with whom it interacts on the Platform. Some users may be located outside of your country. Zeffy does not verify compliance by any user with applicable Laws based on their location.

12.5 Wireless Communications

We do not operate wireless communications networks or other communications service providers through which you may access the Services, and we have no control over their activities. Accordingly:

1. We disclaim any responsibility for or in connection with your use of such providers to access the Services

2. We cannot guarantee the confidentiality or security of wireless data transmissions

12.6 Third Party Links

The Services may contain links to integration partners, websites or third-party content. We are not responsible for integration partners, websites or third party content.

12.7 Donation Management and Fund Use

Sole Responsibility: You are solely responsible for decisions relating to:

• Organization and promotion of donation campaigns

• Relations with Contributors and Members

• Collection, management, and allocation of funds received via the Platform

• Ensuring funds are used in accordance with your stated charitable purposes

Specific Obligations:

1. Purpose Compliance: All funds received through the Platform must be used for the charitable, educational, religious, or social purposes described in your:

   • Governing documents

   • Tax-exempt determination (if applicable)

   • Campaign descriptions and solicitation materials on the Platform

2. Restricted Donations: If a Contributor designates their donation for a specific purpose, you MUST:

   • Honor that restriction and use funds only for the stated purpose

   • Maintain records documenting restricted vs. unrestricted funds

   • Not reallocate restricted funds without donor consent or legal authority

   • Refund donations if unable to use them for the restricted purpose

3. Solicitation Accuracy: All information about your Organization, campaigns, and intended use of funds must be:

   • True, accurate, and not misleading

   • Updated promptly if circumstances change

   • Compliant with applicable charitable solicitation laws

4. Refund Obligations: You must refund a donation if:

   • The donation was made in error or by mistake

   • The Contributor requests a refund within your stated refund policy timeframe

   • The funds cannot be used for their restricted purpose

   • Required by applicable Law or Zeffy’s refund policies

   • A chargeback or dispute is filed that you cannot successfully defend

5. Record Keeping: You must maintain complete and accurate records of:

These records must be retained for at least 7 years and made available to Zeffy or authorities upon request. - All donations received via the Platform - Allocation and use of funds - Restricted donation designations - Tax receipts issued to Contributors - Refunds processed

Prohibited Uses: You may NOT use funds received via the Platform for:

• Personal expenses of officers, directors, or employees (beyond reasonable compensation)

• Political campaign contributions or lobbying (where prohibited by your tax-exempt status)

• Activities that would jeopardize your tax-exempt status

• Purposes that violate applicable Laws

• Any use inconsistent with your stated charitable purposes

Consequences of Misuse: Zeffy reserves the right to suspend or terminate your Account if we have reason to believe funds are being misused, including based on:

• Credible complaints from Contributors

• Evidence of fund diversion or misappropriation

• Regulatory investigations or adverse findings

• Failure to honor restricted donation designations

No Zeffy Responsibility: Notwithstanding the above, Zeffy assumes no responsibility for:

• Verifying that funds are used for stated purposes

• Monitoring your financial management practices

• Ensuring compliance with tax-exempt requirements

• Adjudicating disputes between you and Contributors about fund use

However, Zeffy may take action (including account termination) if misuse is brought to our attention or if your conduct threatens the integrity of the Platform.

Liability: You agree to indemnify and hold Zeffy harmless from any claims, damages, or liabilities arising from your misuse or mismanagement of funds received through the Platform.

12.8 Tax Receipts

The Platform enables you to issue Tax Receipts to Contributors. You are responsible, at Zeffy’s entire exoneration, for the issue, content and format of Tax Receipts you publish and transmit to Contributors.

The Platform proposes automated receipts with templates verified by experts. This in no way exempts you from being aware of applicable Laws on Tax Receipts and, if necessary, seeking recommendations from a professional.

13. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable Law:

1. Neither party shall be liable to the other party or its Representatives for any loss of profits, or special, indirect, incidental, consequential or exemplary damages, arising out of or in connection with the performance of the Services or any other obligation under this Agreement, even if a party is aware of the possibility of such damages

2. Notwithstanding anything to the contrary, but excluding circumstances set forth in Section 11 (Indemnification), we will not be liable to you for any damages arising out of or relating to this Agreement, whether arising by statute, contract or otherwise

14. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform hereunder due to causes beyond its reasonable control, including, but not limited to:

• Acts of God or public enemy

• Acts of government in its capacity as sovereign or contractor

• Flood, epidemic, earthquake or other natural disaster

• Strike or other labor disputes

• Acts of war, acts of civil disobedience

• Denial of service and distributed denial of service attacks

• Ransomware and other cyber attacks not caused or facilitated by negligence

(“Force Majeure”)

Any delay resulting from Force Majeure will result in an extension of the corresponding obligation for a period equal to the time lost. The parties shall inform each other as soon as possible of any Force Majeure event.

15. EXPORT CONTROL, ANTI-CORRUPTION, MONEY LAUNDERING, AND SANCTIONS

15.1 Anti-Money Laundering and Know Your Customer

Zeffy's Compliance Approach: While Zeffy is a technology platform provider (not a regulated financial institution), Zeffy voluntarily maintains AML/KYC controls informed by industry best practices to prevent misuse of the Platform for money laundering or terrorist financing.

Payment Processor Obligations: All payment processing is handled by Stripe, which is a regulated money services business with its own independent AML/CFT compliance obligations. Stripe screens transactions and conducts its own monitoring.

Platform-Level Controls: Zeffy conducts organization-level due diligence and transaction monitoring to detect suspicious activity. Zeffy may:

• Request information about the nature and purpose of your fundraising activities

• Request supporting documentation regarding specific transactions

• Suspend or reject transactions that appear suspicious

• Report suspicious activity to Stripe and/or relevant authorities as appropriate

Cooperation Obligation: You must cooperate fully with any Zeffy or Stripe requests for information regarding your transactions or fundraising activities.

15.2 Anti-Corruption

You must comply with all applicable anti-corruption laws. You represent and warrant that you and your Representatives are not or have not been investigated or reviewed by authorities regarding potential or actual violations of anti-corruption laws.

Notwithstanding anything to the contrary, if either party takes any action that may constitute a violation of anti-corruption laws, the other party may immediately terminate this Agreement.

15.3 Export Control

You acknowledge that the Services may be subject to export laws and regulations. Specific export control requirements for your jurisdiction are detailed in the applicable Country Addendum.

15.4 Sanctions Compliance

Your Obligations: You represent and warrant that you:

• Are not designated on any economic sanctions list (including OFAC SDN List, Canadian sanctions lists, UK sanctions list)

• Are not located in or operating from a comprehensively sanctioned jurisdiction (Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, Donetsk region of Ukraine, Luhansk region of Ukraine, Russia, Belarus)

• Will not use the Services to benefit any sanctioned person, entity, or jurisdiction

• Will comply with all applicable economic sanctions laws and regulations

Prohibited Transactions: You may NOT use the Platform to:

• Solicit donations from persons or entities in comprehensively sanctioned jurisdictions

• Transfer funds to or from sanctioned jurisdictions

• Benefit sanctioned persons or entities, directly or indirectly

Zeffy's Rights: Zeffy reserves the right to:

• Screen Organizations and transactions against applicable sanctions lists

• Block or suspend accounts that match or potentially match sanctions designations

• Refuse service to Organizations operating in or benefiting sanctioned jurisdictions

• Report potential sanctions violations to relevant authorities

Specific sanctions requirements for your jurisdiction are detailed in the applicable Country Addendum.

16. TERMINATION

16.1 Term and Termination

This Agreement is valid from the first time you use any of the Services and for as long as you use any of the Services (the “Term”).

Subject to any provision to the contrary in this Agreement, either party may suspend or terminate this Agreement and the Services at any time.

16.2 Effects of Termination

If this Agreement is terminated for any reason or expires, then:

1. Except as otherwise provided in these Terms, the rights granted by either party to the other will terminate immediately

2. You will have limited access to the Services for a period of thirty (30) days during which you may retrieve your Organization Data

3. The provisions of Sections 5, 6, 7, 8, 10, 11, 12, 13 and 17 hereof will survive the Term or termination of this Agreement for any reason

17. DISPUTE RESOLUTION

The dispute resolution procedures applicable to your Organization are set forth in the applicable Country Addendum, including:

• Governing law

• Venue

• Mediation

• Arbitration (where applicable)

18. GENERAL PROVISIONS

18.1 Waiver

The waiver of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any other or subsequent breach.

18.2 Severability

If any provision of this Agreement is in violation of any applicable Law, or is unlawful for any reason, such provision shall be self-destructive without affecting the validity of the remaining provisions.

18.3 Entire Agreement

This Agreement describes the entire agreement between the parties and supersedes all oral and written agreements or understandings between them relating to its subject matter.

18.4 Assignment

We may assign or transfer this Agreement, in whole or in part, at any time as part of a bona fide corporate reorganization, sale of our assets, merger and acquisition or judicial liquidation.

You may not assign or transfer this Agreement, in whole or in part, to any other person without our prior written consent, which shall not be unreasonably withheld. Any attempt by you to assign this Agreement without our consent is void.

You may not transfer or assign to anyone else, temporarily or permanently, any right to use the Services or any part of the Services.

18.5 Related Documents

See also our:

• Terms of Use for Users

• Privacy Policy

COUNTRY-SPECIFIC ADDENDUMS

UNITED STATES ADDENDUM

This Addendum applies to Organizations based in the United States or soliciting donations from US donors. Where this Addendum conflicts with the Core Terms, this Addendum prevails.

US-1. Additional Eligibility Requirements

In addition to Core Terms Section 2.1, US Organizations must meet the following requirements:

Tax-Exempt Status: Hold ONE of the following:

• IRS 501(c)(3) status; OR

• Other IRS 501(c) tax-exempt status where activities are consistent with a nonprofit purpose; OR

• State nonprofit corporation status, charitable trust, unincorporated nonprofit association, or fiscally sponsored project operating under a 501(c)(3) (including organizations pending tax-exempt status)

State Fundraising Registration: Organizations conducting charitable solicitation must register in applicable states where required. Requirements vary by state. Common thresholds include:

• California: Registry of Charitable Trusts (if receiving >$25,000 annually)

• New York: Charities Bureau registration

• Other states as applicable to your solicitation activities

Verification Documents: Zeffy may require:

• IRS determination letter (for 501(c)(3) organizations)

• State charity registration certificates

• Form 990 filings

• Articles of Incorporation

• Fiscal sponsorship agreement (if applicable)

US-2. Zeffy's Regulatory Registrations

Zeffy (Simplyk, Inc.) holds the following regulatory registrations to operate as a charitable fundraising platform:

California: Registered with the California Registry of Charitable Trusts as a Fundraising Platform for Charitable Purposes pursuant to California Government Code Section 12599 et seq. (SB-1262). Registration Number: PL0000173.

Ongoing Compliance: Zeffy monitors regulatory developments and will seek to maintain registrations required for platform operation. If Zeffy determines that it cannot maintain required registrations in a jurisdiction, Zeffy may restrict service to Organizations in that jurisdiction.

Organization Obligations: While Zeffy maintains platform-level registrations, you are independently responsible for:

• Obtaining your own charity registrations in states where you solicit donations

• Complying with state-specific solicitation disclosure requirements

• Filing required annual reports (e.g., Form 990)

• Maintaining active and valid tax-exempt status (where applicable)

Zeffy's platform registration does NOT exempt you from your own registration and compliance obligations.

US-3. Additional Sanctions and Export Control Requirements

In addition to Core Terms Section 15, US Organizations must comply with:

OFAC Sanctions: You acknowledge that you are subject to the economic sanctions programs administered and enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), including:

• The Specially Designated Nationals and Blocked Persons List (SDN List)

• All country-based and list-based sanctions programs

• All OFAC regulations codified at 31 C.F.R. Parts 500-599

Export Control: You acknowledge that the Services may be subject to U.S. Export Laws, including the Export Administration Regulations of the U.S. Department of Commerce.

Prohibited Transactions: You may NOT use the Services to benefit any person, entity, or jurisdiction that is:

• Designated on the OFAC SDN List

• Located in or operating from a comprehensively sanctioned jurisdiction (Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Luhansk)

• Otherwise subject to U.S. sanctions

US-4. Dispute Resolution

Governing Law: This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law provisions. The United Nations Convention on the International Sale of Goods is specifically excluded.

Venue: Subject to Sections US-5 and US-6 below, any lawsuit, action or proceeding arising out of this Agreement shall be brought in the state or federal courts located in Delaware.

US-5. Mediation

Any dispute between the parties arising out of the application or interpretation of this Agreement that is not resolved within thirty (30) days of written notice of the dispute by one party to the other party shall be referred to mediation.

The parties must participate in good faith in at least one (1) mediation session by delegating a person with authority to participate. The mediator shall be chosen jointly by the parties acting reasonably.

The mediation shall be conducted in English in Delaware, or by electronic means as agreed to by the parties (including online mediation services).

The parties shall be responsible for their own costs related to the mediation and shall share equally other costs related to the mediation, such as professional fees.

If the parties settle the dispute through mediation, they shall jointly draft a document setting out the terms of the settlement. This document, once signed, will be irrevocably binding on the parties and may be submitted to a court of competent jurisdiction.

US-6. Arbitration

Binding Arbitration: Subject to the mediation provisions above, any dispute, controversy or claim arising out of or relating to this Agreement shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration of the American Arbitration Association (AAA).

Arbitration Details:

• Place: Delaware, United States (unless otherwise agreed in writing)

• Language: English

• Arbitrator: One arbitrator chosen jointly by the parties or, if the parties cannot agree, by a judge of the Delaware Court of Chancery

• Qualifications: The arbitrator must have at least five (5) years of experience in commercial law and in the field of technology such as software as a service

Baseball Arbitration: The arbitrator shall render a verdict and decision on any compensation by selecting one of the final offers made by each party, in its entirety and without modification. The arbitrator shall give detailed reasons for the decision.

Limited Hearing: A hearing is not required and the parties may make submissions in writing.

Final Decision: The decision of the arbitrator is final on questions of fact, law or mixed law and fact. The decision is final and binding and is not subject to appeal.

Costs: The costs of the arbitration shall be shared equally between the parties, and each party shall bear its own costs of representation.

Enforcement: The award rendered by the arbitrator may be brought before any court of competent jurisdiction.

Confidentiality: The arbitration process and proceedings and the resulting awards are considered Confidential Information.

Exceptions to Arbitration:

• Claims under $10,000 may be brought in small claims court at the option of either party

• Either party may seek injunctive relief in court for immediate or irreparable harm

Class Action Waiver: You waive the right to participate in class actions, class arbitrations, or representative actions, EXCEPT where prohibited by state law.

Opt-Out: You may opt out of the arbitration provision within 30 days of first accepting this Agreement by sending written notice to [email protected]. If you opt out, the arbitration provision will not apply to you, but all other provisions of this Agreement will remain in effect.

US-7. Privacy and Data Protection

Zeffy handles personal data as described in our Privacy Policy, which addresses how we collect, use and disclose personal information, including in relation to US state privacy laws such as the California Consumer Privacy Act as amended by the California Privacy Rights Act. Please refer to our Privacy Policy for details. You remain responsible for your own compliance with applicable US federal and state privacy laws in respect of the personal information you collect and manage through the Services.

CANADA ADDENDUM

This Addendum applies to Organizations based in Canada or soliciting donations from Canadian donors. Where this Addendum conflicts with the Core Terms, this Addendum prevails.

CA-1. Additional Eligibility Requirements

In addition to Core Terms Section 2.1, Canadian Organizations must meet the following requirements:

Charitable/Nonprofit Status: Hold ONE of the following:

• Registered charity with the Canada Revenue Agency (CRA); OR

• Nonprofit organization (NPO) or nonprofit corporation organized under federal or provincial law; OR

• Unincorporated association operating for non-commercial purposes

Verification Documents: Zeffy may require:

• CRA charity registration confirmation or charity information return (T3010)

• Provincial or federal certificate of incorporation for NPOs

• Letters patent or articles of continuance

• Organizational bylaws or constitution

CA-2. Zeffy's Regulatory Status

Zeffy's Canadian entity (9355-0861 Québec Inc.) operates as a fundraising technology platform provider. Payment processing is handled by Stripe.

Organization Obligations: You are independently responsible for:

• Maintaining valid CRA registration (for registered charities)

• Complying with provincial fundraising regulations

• Filing required annual returns (T3010 for registered charities)

• Issuing tax receipts in accordance with CRA guidelines

CA-3. Quebec-Specific Requirements

Language Requirements: For Organizations based in Quebec, you must comply with Quebec's language laws (Bill 101), including:

• Providing French-language versions of campaign descriptions visible to Quebec donors

• Issuing tax receipts in French (or bilingual)

• Providing donor communications in French upon request

CA-4. CASL Compliance (Anti-Spam)

Organizations using Zeffy's email features must comply with Canada's Anti-Spam Legislation (CASL):

• Obtain express consent before sending commercial emails

• Include unsubscribe mechanism in every email

• Maintain consent records for 3 years

• Only send emails relevant to the consent obtained

Zeffy's email system provides tools to help you comply with CASL, but you are solely responsible for ensuring compliance.

CA-5. Privacy and Data Protection

Zeffy handles personal data as described in our Privacy Policy, which addresses applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA), Quebec's Act Respecting the Protection of Personal Information in the Private Sector as amended by Law 25, and applicable provincial privacy legislation in provinces such as British Columbia and Alberta. Please refer to our Privacy Policy for details. You remain responsible for your own compliance with applicable Canadian privacy laws in respect of the personal information you collect and manage through the Services.

CA-6. Sanctions and AML

In addition to Core Terms Section 15, Canadian Organizations must comply with:

Canadian Sanctions: Economic sanctions administered under:

• The Special Economic Measures Act (SEMA)

• The Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law)

• The United Nations Act

• Sanctions lists published by Global Affairs Canada

FINTRAC: While Zeffy's payment processing is handled by Stripe (which has its own FINTRAC obligations), you acknowledge that certain transactions may be subject to reporting requirements under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA).

CA-7. Dispute Resolution

Governing Law: This Agreement is governed by the laws of the Province of Quebec, Canada, and the federal laws applicable therein, without giving effect to any choice or conflict of law provisions. The United Nations Convention on the International Sale of Goods is specifically excluded.

Venue: Subject to Sections CA-8 and CA-9 below, any lawsuit, action or proceeding arising out of this Agreement shall be brought in Montreal, Quebec, Canada.

CA-8. Mediation

Any dispute between the parties arising out of the application or interpretation of this Agreement that is not resolved within thirty (30) days of written notice of the dispute by one party to the other party shall be referred to mediation.

The parties must participate in good faith in at least one (1) mediation session by delegating a person with authority to participate. The mediator shall be chosen jointly by the parties acting reasonably.

The mediation shall be conducted in English or French in the City of Montreal, Province of Quebec, or by electronic means as agreed to by the parties (including online mediation services).

The parties shall be responsible for their own costs related to the mediation and shall share equally other costs related to the mediation, such as professional fees.

If the parties settle the dispute through mediation, they shall jointly draft a document setting out the terms of the settlement. This document, once signed, will be irrevocably binding on the parties and may be submitted to a court of competent jurisdiction in Montreal, Quebec, Canada.

CA-9. Arbitration (Quebec Override for Consumers)

IMPORTANT - PROHIBITION OF FORCED ARBITRATION FOR CONSUMERS:

The arbitration provisions described in Core Terms Section 17 do NOT apply to Canadian Organizations to the extent that forced arbitration clauses are prohibited or restricted under applicable Canadian consumer protection laws.

Canadian Organizations have the right to pursue disputes in courts of competent jurisdiction. Any purported arbitration clause that would deprive a Canadian consumer of access to courts is void under provincial consumer protection laws.

Alternative Dispute Resolution: While we encourage mediation as described in Section CA-8 above, participation in arbitration is voluntary only. You retain the right to bring claims in court.

UNITED KINGDOM ADDENDUM

This Addendum applies to Organizations based in the United Kingdom or soliciting donations from UK donors. Where this Addendum conflicts with the Core Terms, this Addendum prevails.

UK-1. Additional Eligibility Requirements

In addition to Core Terms Section 2.1, UK Organizations must meet the following requirements:

Charitable/Nonprofit Status: Hold ONE of the following:

• Registered charity with the Charity Commission for England and Wales (or equivalent regulator in Scotland or Northern Ireland); OR

• Charitable Incorporated Organisation (CIO); OR

• Charitable company limited by guarantee; OR

• Charitable trust; OR

• Community Interest Company (CIC); OR

• Unincorporated association operating for charitable or public benefit purposes

Verification Documents: Zeffy may require:

• Charity Commission registration confirmation

• CIO formation documents, charitable company articles of association, or CIC community interest statement

• Annual return filed with the Charity Commission or Companies House

• Governing document (constitution, trust deed, memorandum and articles)

UK-2. Zeffy's Regulatory Status

Zeffy's UK entity (Zeffy Limited) operates as a fundraising technology platform provider. Payment processing is handled by Stripe.

Organization Obligations: You are independently responsible for:

• Maintaining valid Charity Commission registration (for registered charities)

• Complying with Fundraising Regulator's Code of Fundraising Practice

• Filing required annual returns with the Charity Commission and/or Companies House

• Maintaining proper governance and financial controls

UK-3. Fundraising Regulator's Code

UK Organizations are encouraged to comply with the Fundraising Regulator's Code of Fundraising Practice, which sets standards for:

• Treating donors fairly

• Respecting donor privacy and preferences

• Handling donor data securely

• Providing clear opt-out mechanisms

More information: https://www.fundraisingregulator.org.uk/code

UK-4. Consumer Cancellation Rights and Refunds

A gratuitous donation involves no price and no supply of goods or services, and Zeffy's position is that the statutory cancellation right for distance contracts does not apply to it. Zeffy does not warrant this position, and you should not represent to donors that donations are non-refundable as a matter of law. You must operate a clear refund policy for donations and must honour any refund you have promised.

The following apply to other transactions sold through the Platform to UK consumers:

• merchandise sold to consumers carries a full 14 day cancellation right, and you are responsible for giving the pre-contractual information and cancellation notice required by consumer protection law;

• services related to leisure activities provided for a specific date or period, which includes dated event tickets and gala tickets, are exempt from the cancellation right;

• undated vouchers, memberships and open-ended passes are not covered by that exemption and do carry a cancellation right.

Where a donation carries a genuine counter-performance, such as goods, benefits or event access, the priced element is treated on its own terms, and you must configure such campaigns accordingly and must not describe a priced element as a donation.

UK-5. Consumer Rights Act 2015

Unfair Terms: Nothing in this Agreement excludes or limits your statutory rights under the Consumer Rights Act 2015, including rights related to:

• Services to be performed with reasonable care and skill

• Information provided before contract to be binding

• Protection against unfair contract terms

Statutory Rights: Where UK consumer protection laws provide you with greater protection than the Core Terms, those UK laws will apply to our relationship with you.

UK-6. Gift Aid

If you are a UK registered charity eligible for Gift Aid, the Platform may provide tools to facilitate Gift Aid declarations from UK taxpayers. You are solely responsible for:

• Ensuring Gift Aid declarations are properly obtained and valid

• Maintaining records of Gift Aid declarations for HMRC

• Submitting Gift Aid claims to HMRC

• Complying with all HMRC Gift Aid rules and guidance

Zeffy provides tools to assist with Gift Aid administration but does not assume responsibility for your Gift Aid compliance.

UK-7. Payment Services Regulations

The Platform's payment processing services are provided through Stripe, which is authorized and regulated by the Financial Conduct Authority as a payment institution. The use of payment services is subject to the Payment Services Regulations 2017, including:

• Rights to refunds for unauthorized transactions

• Rights to redress for incorrectly executed payments

• Information requirements

Please refer to Stripe's terms and our Privacy Policy for details.

UK-8. Privacy and Data Protection

Zeffy handles personal data as described in our Privacy Policy, which addresses the UK General Data Protection Regulation (UK GDPR) as it forms part of UK law, the Data Protection Act 2018, and guidance issued by the UK Information Commissioner's Office (ICO). Please refer to our Privacy Policy for details. You remain responsible for your own compliance with applicable UK data protection law in respect of the personal information you collect and manage through the Services.

UK-9. Sanctions and AML

In addition to Core Terms Section 15, UK Organizations must comply with:

UK Sanctions: Economic sanctions regulations under the Sanctions and Anti-Money Laundering Act 2018 (SAMLA), as administered by the Office of Financial Sanctions Implementation (OFSI), including:

• The UK Sanctions List (Consolidated List of Financial Sanctions Targets)

• All country-based and thematic sanctions regimes implemented by the UK government

UK Bribery Act: Organizations must comply with the UK Bribery Act 2010.

Money Laundering Regulations: While Zeffy's payment processing is handled by Stripe (which has its own AML obligations), you acknowledge that certain transactions may be subject to the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

Governing Law: This Agreement is governed by the laws of England and Wales.

AUSTRALIA ADDENDUM

AU-1. Regulatory Status and Organization Obligations

Zeffy's Status

Zeffy operates as a fundraising technology platform provider in Australia. Payment processing is handled by Stripe.

Organization Obligations - State Fundraising Registration

Critical: Australia has a complex state-by-state fundraising licensing regime. Organizations are responsible for understanding and complying with fundraising regulations in each state and territory where they solicit donations.

State-by-State Requirements:

For ACNC-Registered Charities:

ACNC registration simplifies but does NOT eliminate all state obligations.

Organizations NOT Registered with ACNC:

Must comply with full state/territory registration and licensing requirements in each jurisdiction where they fundraise. This typically includes:

• Obtaining fundraising authority/licence BEFORE soliciting donations

• Annual reporting of fundraising revenue and expenses

• Maintaining proper accounting records

• Complying with disclosure requirements

Online Fundraising - Multi-Jurisdictional Exposure:

Critical Warning: When fundraising online via Zeffy, your appeal may reach donors in ANY Australian state or territory. You must either:

1. Obtain required registrations/notifications in ALL states and territories, OR

2. Clearly restrict donations to jurisdictions where you hold valid authority

Zeffy's Role: Zeffy provides the technology platform only. Zeffy does NOT:

• Determine which state registrations you need

• Verify that you hold required fundraising authorities

• Restrict your fundraising geographically

• Assume liability for your registration non-compliance

You are solely responsible for ensuring your fundraising activities comply with all applicable state and territory regulations.

AU-2. Lotteries, Sweepstakes, Raffles and Prize-Based Fundraising

Permitted Use: Organizations may use the Platform to organize lotteries, sweepstakes, raffles, or other prize-based fundraising campaigns ("Lotteries") where permitted by applicable Laws.

Your Sole Responsibility for Gaming Law Compliance

Critical: The availability of lottery features on the Platform does NOT mean that you are legally authorized to conduct Lotteries. Australia has strict state-by-state gaming regulations, and unauthorized lotteries constitute illegal gambling.

You are solely responsible for:

1. Determining Legal Permissibility: Understanding whether your organization is eligible to conduct Lotteries under applicable state/territory gaming laws

2. Obtaining Required Permits/Licences: Securing all necessary gaming permits or licences BEFORE launching a Lottery. Permit requirements vary significantly by state and prize value/gross proceeds.

3. Complying with Gaming Regulations: Following all applicable rules including but not limited to:

   • Prize value thresholds and permit requirements

   • Ticket price restrictions

   • Prohibited prizes (cash restrictions, medical procedures, etc.)

   • Drawing procedures and transparency rules

   • Age restrictions for participants (typically 18+)

   • Record keeping and reporting requirements

   • Proceeds allocation rules

4. Terms and Conditions: Publishing clear, compliant terms and conditions for each Lottery, including official rules, prize descriptions, drawing date, eligible participants, and permit/licence number (where required)

Zeffy's Rights

Zeffy reserves the right to, at any time and in its sole discretion:

• Request Documentation: Require you to provide proof of gaming permits/licences, legal opinions, or other documentation demonstrating that your Lottery complies with applicable Laws

• Suspend Lottery: Immediately pause or suspend a Lottery campaign if we have reason to believe it may violate applicable gaming Laws or this Agreement

• Close Lottery and Refund Participants: Terminate a Lottery campaign and process refunds to all participants if we determine (or reasonably suspect) that the Lottery is unlawful, improperly licensed, or conducted in violation of this Agreement

• Terminate Account: Close your Account if you conduct unlawful Lotteries or fail to cooperate with our requests for documentation

No Zeffy Responsibility

Zeffy does not:

• Verify that your Lottery is legal in your jurisdiction

• Determine whether you hold required gaming permits or licences

• Provide legal advice on gaming/lottery regulations

• Assume any liability for unlawful Lottery you conduct

Indemnification

You agree to indemnify and hold Zeffy harmless from any claims, damages, penalties, or liabilities arising from your Lottery activities, including claims that:

• Your Lottery violated applicable gaming/lottery Laws

• You failed to obtain required permits or licences

• You failed to comply with gaming regulations or permit conditions

• Your Lottery harmed participants or violated consumer protection Laws

AU-3. Australian Consumer Law

Statutory Protections: Nothing in this Agreement excludes, restricts, or modifies your rights under the Australian Consumer Law (ACL) or any other consumer protection law that cannot lawfully be excluded by agreement.

Small Business Protections: Organizations with fewer than 20 employees at the time of entering this Agreement are protected by ACL unfair contract terms provisions.

Regulatory Authority: The Australian Competition and Consumer Commission (ACCC) enforces the ACL. For complaints or inquiries: https://www.accc.gov.au/

AU-4. Anti-Money Laundering and Counter-Terrorism Financing

AUSTRAC and AML/CTF Regime

Australia's anti-money laundering and counter-terrorism financing (AML/CTF) regime is administered by the Australian Transaction Reports and Analysis Centre (AUSTRAC) under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (AML/CTF Act).

Zeffy's Status

Zeffy is a technology platform provider and is NOT a reporting entity under the AML/CTF Act. However:

• Stripe (our payment processor) IS a reporting entity and has independent AML/CTF obligations

• Stripe conducts customer due diligence, transaction monitoring, and suspicious matter reporting as required under the AML/CTF Act and AUSTRAC Rules

Platform-Level Monitoring

While Zeffy is not a regulated reporting entity, Zeffy voluntarily maintains organization-level due diligence and monitoring to detect potential misuse of the Platform for money laundering or terrorism financing purposes.

Zeffy may:

• Request information about the nature and purpose of your fundraising activities

• Request supporting documentation regarding specific transactions

• Suspend or reject activity that appears suspicious

• Communicate concerns about suspicious activity to Stripe and, where appropriate, to AUSTRAC

• Terminate Accounts engaged in suspicious activity

Your Cooperation Obligations

You must:

• Cooperate fully with any Zeffy or Stripe requests for information regarding your transactions or fundraising activities

• Provide truthful and complete information in response to due diligence inquiries

• Notify Zeffy immediately if you become aware of suspicious donations or transactions

Failure to cooperate may result in account suspension or termination.

AU-5. Sanctions Compliance

Your Obligations

In addition to Core Terms Section 15, you represent and warrant that you:

• Are not designated on the Australian Consolidated List of Sanctions (maintained by the Department of Foreign Affairs and Trade) or any other applicable sanctions list

• Are not located in or operating from a comprehensively sanctioned jurisdiction under Australian autonomous sanctions or UN Security Council sanctions

• Will not use the Services to benefit any sanctioned person, entity, or jurisdiction

• Will comply with all applicable sanctions laws including:

  • Autonomous Sanctions Act 2011 (Cth) and Autonomous Sanctions Regulations 2011

  • Charter of the United Nations Act 1945 (Cth) and associated regulations

  • Criminal Code Act 1995 (Cth) (terrorism financing provisions)

Prohibited Transactions

You may NOT use the Platform to:

• Solicit donations from persons or entities in comprehensively sanctioned jurisdictions

• Transfer funds to or from sanctioned jurisdictions

• Benefit sanctioned persons or entities, directly or indirectly

Zeffy's Rights

Zeffy reserves the right to:

• Screen Organizations and transactions against applicable sanctions lists

• Block or suspend accounts that match or potentially match sanctions designations

• Refuse service to Organizations operating in or benefiting sanctioned jurisdictions

• Report potential sanctions violations to Stripe, AUSTRAC, or the Department of Foreign Affairs and Trade

Department of Foreign Affairs and Trade Sanctions: https://www.dfat.gov.au/international-relations/security/sanctions

AU-6. Tax and Financial Matters

Deductible Gift Recipients (DGR) and Tax Receipts

Organizations that are endorsed by the Australian Taxation Office (ATO) as Deductible Gift Recipients (DGRs) may issue tax-deductible donation receipts to donors.

Your Sole Responsibility:

• Determining whether donations to your organization are tax-deductible

• Ensuring you hold valid DGR endorsement from the ATO before issuing tax receipts

• Complying with ATO requirements for issuing receipts (donor details, donation amount, DGR status statement, etc.)

• Maintaining records of tax-deductible donations as required by the ATO

• Not issuing tax receipts for non-deductible payments (e.g., event tickets, lottery entries, membership fees that provide benefits)

Zeffy's Role: The Platform may provide tools to generate tax receipts based on information you provide. Zeffy does NOT:

• Verify that you hold valid DGR endorsement

• Determine whether a donation is tax-deductible

• Assume responsibility for incorrect or improper tax receipts

ATO Guidance on DGRs: https://www.ato.gov.au/non-profit/getting-started/in-detail/types-of-dgrs/

Goods and Services Tax (GST)

Under Australian GST law:

• Donations to charities are generally input taxed (no GST on donations, but charity cannot claim GST credits on related expenses)

• Membership fees, event tickets, lottery tickets, and sales of goods/services may be subject to GST if your organization is registered for GST

Your Responsibility: Determining GST treatment of your revenue and complying with GST registration, invoicing, and reporting requirements.

Zeffy's Fees: If Zeffy charges fees (currently not charged to Organizations), GST may apply. Any fees charged will be clearly disclosed including GST component.

Financial Reporting

Organizations must comply with applicable financial reporting requirements under:

• ACNC financial reporting requirements (if ACNC-registered, based on organization size)

• Corporations Act 2001 requirements (if incorporated as a company limited by guarantee)

• State/territory incorporation legislation requirements

• State/territory fundraising reporting requirements

AU-7. Dispute Resolution

Governing Law: This Agreement is governed by the laws of New South Wales, Australia, without regard to conflict of law provisions.

Venue: Subject to Section AU-8 below, any lawsuit, action, or proceeding arising out of this Agreement shall be brought in the courts of New South Wales, Australia. Both parties submit to the non-exclusive jurisdiction of those courts.

Australian Consumer Law and Statutory Rights: Nothing in this Agreement (including choice of law or venue provisions) excludes, restricts, or modifies:

• Your statutory rights under the Australian Consumer Law

• Your rights under the Privacy Act 1988

• Any other rights conferred by Australian legislation that cannot be excluded, restricted, or modified by agreement

Where mandatory Australian consumer protection or privacy laws provide you with greater protection than the laws or terms specified in this Agreement, those Australian laws will apply to our relationship with you.

AU-8. Mediation and Alternative Dispute Resolution

Mediation

We encourage parties to resolve disputes through mediation before pursuing litigation. Any dispute that is not resolved within thirty (30) days of written notice may be referred to mediation.

The parties should participate in good faith in at least one mediation session. The mediator shall be chosen jointly by the parties or through a recognized Australian mediation service (such as the Australian Disputes Centre or Resolution Institute).

The mediation shall be conducted in English in Sydney or by electronic means as agreed to by the parties.

No Forced Arbitration for Small Businesses

Small businesses (as defined under the ACL - fewer than 20 employees at contract time) are NOT subject to forced arbitration provisions. Small businesses retain full rights to pursue disputes in Australian courts or tribunals.

Alternative Dispute Resolution

For disputes involving consumer protections or small business matters, you may also be able to access:

• ACCC/state consumer protection agencies: For ACL-related complaints

• Office of the Australian Information Commissioner (OAIC): For privacy complaints

• State/territory tribunals: For small claims or consumer disputes (e.g., NSW Civil and Administrative Tribunal, Victorian Civil and Administrative Tribunal, Queensland Civil and Administrative Tribunal)

ACCC: https://www.accc.gov.au/

OAIC: https://www.oaic.gov.au/

IRELAND ADDENDUM

This Addendum applies to Organizations legally registered in the Republic of Ireland and to Organizations soliciting donations from donors in the Republic of Ireland. It supplements the Core Terms. Where this Addendum conflicts with the Core Terms, this Addendum prevails.

The contracting Zeffy entity for Irish Organizations is Simplyk, France, 6 rue des bateliers, 92110 Clichy, France.

IE-1. Additional Eligibility Requirements

Irish Organizations must be entered on the Register of Charities maintained by the Charities Regulatory Authority (the "Charities Regulator") and must hold a current Registered Charity Number ("RCN").

Eligible legal forms are:

• a company limited by guarantee (CLG) established for charitable purposes;

• a charitable trust;

• an unincorporated association operating for charitable purposes.

You acknowledge that under Section 41 of the Charities Act 2009 it is an offence to advertise on behalf of, to invite members of the public to give money or property to, or to accept a gift of money or property for, an unregistered charitable organisation, and that each charity trustee is guilty of an offence where there is a contravention. Zeffy will not enable donation collection for an Irish Organization until an RCN has been verified against the Register.

Zeffy may require any of the following: confirmation of your entry on the Register of Charities; your constitution, trust deed or rules; your most recent annual report to the Charities Regulator; your Revenue notice of charitable tax exemption; and your authorisation as an eligible charity under Section 848A of the Taxes Consolidation Act 1997.

Irish charitable status involves three separate identifiers held with two regulators, and they are not interchangeable:

• the RCN, issued by the Charities Regulator, which is the public identifier and the only one that resolves to the Register;

• the CHY number, issued by the Revenue Commissioners with charitable tax exemption under Sections 207 and 208 of the Taxes Consolidation Act 1997, which is a tax identifier and must not be presented publicly as a charity registration number;

• authorisation as an "eligible charity" under Section 848A, which is what allows you to operate the Charitable Donation Scheme.

You must update your Account within 5 business days if any of them is revoked, suspended or lapses. Failure to do so is a material breach, consistent with the tax-exempt status provisions of the Core Terms.

IE-2. Display of Registered Charity Status

Section 46 of the Charities Act 2009 requires a registered charitable organisation to state, in all public documents including on the internet, that it is a registered charitable organisation, its name as it appears on the Register, and its registration number.

You must therefore ensure that your registered name and RCN appear on your donation forms, event pages, peer-to-peer pages and donor communications sent through the Platform. Zeffy provides fields for this purpose and may populate them from the Register. You remain responsible for the accuracy of what is displayed. You must not present your CHY number as your public charity registration number.

IE-3. Zeffy's Status and Role in Ireland

Zeffy is a technology provider. Zeffy is not a charity, is not your agent for the purpose of holding charitable funds beyond what the payment flow requires, and does not solicit donations on its own behalf.

The Charities Regulator's Guidelines for Charitable Organisations on Fundraising from the Public expect fundraising by a third party agent to be the subject of a written contract that specifies the cost of the fundraising, including the percentage of each charitable donation that will go to the charitable purpose. For that purpose, the parties record that:

• 100% of each donation made through the Platform is remitted to the Organization, subject only to refunds, chargebacks, direct debit returns and the negative balance provisions of Core Terms Section 4.6;

• Zeffy does not charge the Organization a platform fee or a percentage of donations;

• Zeffy is funded by voluntary contributions that donors may choose to add to their gift, which are separate from the donation and are disclosed to the donor before payment is authorised.

You must not present Zeffy as the charity or as the recipient of the donation, and must not remove or obscure any platform identification that Zeffy displays for this purpose.

IE-4. Fundraising Standards, Governance and Collections

You are expected to comply with the Charities Regulator's Guidelines for Charitable Organisations on Fundraising from the Public, the Statement of Guiding Principles for Fundraising, and the Charities Governance Code, including the annual compliance declaration that is published on the Register.

Where all of the proceeds of a campaign or event are not going to the charitable cause, this must be made clear to donors. Zeffy displays optional donor contributions to Zeffy separately from the donation before payment is authorised. You are responsible for disclosing any other deduction you apply, including event costs recovered from ticket prices.

Where a donation is made for a specific purpose, you must honour the donor's stated purpose and keep records of donations made for specific purposes, so that the terms of the donation can be shown to have been complied with. The record retention obligation in the Core Terms applies to these records.

IE-5. Tax Relief on Donations and the Charitable Donation Scheme

Ireland does not operate a donor-side deduction for charitable gifts by individuals. Under Section 848A of the Taxes Consolidation Act 1997 the tax relief is claimed by the approved body, not by the donor, for both PAYE and self-assessed individual donors. Accordingly:

• Zeffy will not present donations to Irish Organizations as tax deductible to the donor;

• the annual tax receipt communication referred to in the Core Terms does not apply to Irish donations;

• Tax Receipt functionality built for the United States and Canada is not available for Irish donations, and you must not use it to represent that an Irish donor may claim relief.

IE-6. VAT and the Charities VAT Compensation Scheme

Ireland has no general VAT exemption for charity fundraising events. Each revenue stream is assessed on its own terms. You are solely responsible for determining the VAT treatment of everything you sell through the Platform, for registering for VAT where required, and for setting prices in the Platform on a VAT-inclusive basis where that is appropriate. Zeffy does not calculate, collect or remit VAT on your behalf and provides no VAT advice.

IE-7. Lotteries, Sweepstakes, Raffles and Prize-Based Fundraising in Ireland

The availability of lottery functionality on the Platform does not authorise you to conduct a lottery lawfully in Ireland.

You are solely responsible for determining whether your lottery is lawful, for obtaining any permit or licence required before launching it, and for complying with all conditions attaching to it. Zeffy does not determine what you need, does not verify what you hold, and gives no assurance that lottery functionality may lawfully be used in your circumstances.

Zeffy may at any time request documentation of your permit, licence or exemption, suspend a lottery, close a lottery and refund participants, or terminate your Account where you conduct an unlawful lottery or fail to provide requested proof of authorisation. You indemnify Zeffy in respect of claims arising from unlawful lottery conduct, licensing failures and regulatory breaches, and you acknowledge that administrative sanctions under the Gambling Regulation Act 2024 may reach 20 million euro or 10% of turnover.

IE-8. Consumer Rights, Cancellation and Refunds

The Consumer Rights Act 2022 applies to contracts between traders and consumers in Ireland and is enforced by the Competition and Consumer Protection Commission. Nothing in the Core Terms or this Addendum excludes or limits a statutory right that cannot lawfully be excluded.

The 14 day cancellation right for distance contracts applies to goods and to services sold through the Platform to Irish consumers. In particular:

• merchandise sold to consumers carries a full 14 day cancellation right;

• services related to leisure activities that are provided for a specific date or period, which includes dated event tickets and gala tickets, are exempt from the cancellation right;

• undated vouchers, memberships and open-ended passes are not covered by that exemption and do carry a cancellation right.

A gratuitous donation involves no price and no supply, and Zeffy's position is that the distance contract cancellation right does not apply to it. Zeffy does not warrant this position, and you should not represent to donors that donations are non-refundable as a matter of law. You must operate a clear refund policy for donations and must honour any refund you have promised.

IE-9. Payments, SEPA Direct Debit and Negative Balances

Payment services for Irish Organizations are provided through Stripe. Stripe Technology Europe, Limited, 1 Wilton Park, Wilton Place, Dublin 2, D02 FX04, is authorised as an electronic money institution by the Central Bank of Ireland under reference number C187865. It is an electronic money institution and not a bank, so deposit guarantee protection does not apply and safeguarding rules apply instead. The Payment Services Directive is implemented in Ireland by the European Union (Payment Services) Regulations 2018, S.I. No. 6 of 2018.

Where SEPA Direct Debit is available, you acknowledge that it carries a materially different reversal risk from card payments:

• a payer may request a refund without giving any reason within 8 weeks of the debit date, and such requests are honoured;

• a payer may dispute a debit as unauthorised for up to 13 months from the debit date;

• a direct debit dispute is final and there is no appeal process comparable to a card chargeback.

Zeffy may hold payouts, apply a rolling reserve, or restrict or disable SEPA Direct Debit for Organizations with elevated return rates. Any such measure will be applied on defined grounds, for a defined period, and with notice to you. Core Terms Section 4.6 applies to any resulting negative balance.

IE-10. Anti-Money Laundering and Sanctions

You are expected to have regard to the Charities Regulator's guidance on anti-money laundering and counter-terrorist financing for charities, and to cooperate with any information request Zeffy makes under Core Terms Section 15.

For Irish Organizations, the sanctions representations in Core Terms Section 15 are read as referring to the European Union consolidated list of persons, groups and entities subject to financial sanctions, in addition to the lists named in the Core Terms.

IE-11. Governing Law and Dispute Resolution

This Addendum and the Core Terms, as they apply to Irish Organizations, are governed by the laws of Ireland, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded. The courts of Ireland sitting in Dublin have jurisdiction, subject to the mediation provisions below.

Any dispute not resolved within 30 days is referred to mediation. The parties will participate in good faith in at least one session, by delegating representatives with authority to settle. The mediator is chosen jointly. Mediation is conducted in English in Dublin or by electronic means. Each party bears its own costs and the costs of the mediation are shared equally. A settlement document becomes binding on signature.

The binding arbitration provisions of the Core Terms do not apply to Irish Organizations to the extent that mandatory arbitration is prohibited or restricted under applicable Irish or European Union law. Irish Organizations retain the right to bring proceedings before a court of competent jurisdiction.

GERMANY ADDENDUM

This Addendum applies to Organizations established in the Federal Republic of Germany or soliciting donations from German donors. It supplements the Core Terms. Where this Addendum conflicts with the Core Terms, this Addendum prevails.

The contracting Zeffy entity for German Organizations is Simplyk, France, 6 rue des bateliers, 92110 Clichy, France. A German language version of this Addendum may be made available for convenience, and where a divergence between the German and English versions affects the rights, liabilities or financial risk of a German Organization, the German version prevails for that Organization.

DE-1. Additional Eligibility Requirements

In addition to Core Terms Section 2.1, German Organizations fall into one of the following two categories. You must tell us which applies to you when you create your Account, and keep that selection accurate.

1. Tax-privileged Organizations. You hold tax-privileged status (Gemeinnützigkeit) recognised under the Abgabenordnung by the competent Finanzamt, or your status arises directly by statute. Only Organizations in this category may issue donation receipts through the Platform.

2. Other Organizations. You do not hold tax-privileged status, or you are a commercial entity collecting on behalf of a tax-privileged Organization. You may use the Platform to collect funds, but you may not issue donation receipts through it and you must not describe payments made to you as tax-deductible.

Eligible legal forms include:

• an eingetragener Verein (e.V.);

• a gemeinnützige GmbH (gGmbH), including a gemeinnützige Unternehmergesellschaft (gUG);

• a gemeinnützige Stiftung;

• an eingetragene Genossenschaft (eG);

• a Körperschaft des öffentlichen Rechts pursuing tax-privileged purposes, including a church body.

Availability may be limited by our payment processor. Where our payment processor cannot support your legal form, we may defer or decline onboarding, and we will tell you if that applies to you.

Zeffy may require your Satzung, your current register extract where your legal form is entered in a register, and your most recent confirmation of tax-privileged status from your Finanzamt, for example your Freistellungsbescheid. Where your tax-privileged status arises directly by statute rather than by assessment, evidence of that status in another form is sufficient and no Freistellungsbescheid is required.

Where you rely on a Freistellungsbescheid or an equivalent assessment notice, it must be dated within the last five years. We cannot enable donation receipt functionality on the basis of an older notice.

You must keep your status current in your Account and notify Zeffy within 5 business days if it is revoked, suspended or lapses, consistent with the tax-exempt status provisions of the Core Terms.

Where you collect on behalf of another Organization, Core Terms Section 2.1 requires payout to a bank account held in your own legal name. You are responsible for passing the funds on to the receiving Organization and for any registration, tax or accounting duty that arises from doing so. Zeffy is not a party to your arrangement with that Organization.

DE-2. Zeffy's Regulatory Status and Role

Zeffy is a fundraising and nonprofit management technology provider. Zeffy is not a bank, a payment institution or a regulated financial institution, and does not itself process payments or hold funds.

Payment services for German Organizations are provided through Stripe. Stripe Technology Europe, Limited is authorised as an electronic money institution by the Central Bank of Ireland under reference number C187865 and provides its services in Germany on a cross-border basis. Your use of payment services is subject to Stripe's terms in addition to this Agreement.

You remain independently responsible for maintaining your tax-privileged status, for meeting any registration, notification or reporting duty applicable to your fundraising, and for complying with all Laws applicable to your activities. Zeffy's role does not relieve you of these obligations.

DE-3. Donation Receipts and Tax Matters

Only your Organization may issue donation receipts (Zuwendungsbestätigungen) to donors. Zeffy does not issue donation receipts in its own name and has no power to do so. Where the Platform makes receipt functionality available, it is a tool used by you, and you are solely responsible for whether you are entitled to issue a receipt and for the content, format and accuracy of every receipt you issue. Receipt functionality is available only to Organizations in the first category described in DE-1

You are responsible for determining whether a payment you receive qualifies as a deductible Zuwendung. In particular, a payment made in return for a counter-benefit, and a membership fee of a kind excluded from deduction under the Einkommensteuergesetz, may not qualify even where the Platform allows a receipt to be issued.

You are solely responsible for determining the correct tax treatment, including any Umsatzsteuer, of everything you offer or sell through the Platform, and for registering and reporting where required. Zeffy does not calculate, collect or remit tax on your behalf, does not verify your entitlement to issue receipts, and provides no tax advice. Any figures or explanations shown in the Platform are general information only and must not be presented to donors as advice from Zeffy. Where you sell to consumers you are responsible for displaying prices inclusive of any applicable Umsatzsteuer and for issuing any invoice required.

DE-4. Lotteries, Sweepstakes, Raffles and Prize-Based Fundraising

Germany enforces strict regulations on lotteries, sweepstakes, raffles, and other games of chance, particularly online. Consequently, Lottery functionality is not available to German organizations.

If this functionality is enabled for you in error, or if you use classic forms to run lottery-like fundraisers, you remain solely responsible for obtaining all required permits and complying with all applicable legal conditions. Zeffy reserves the right to request proof of authorization, suspend or close a campaign, refund participants, and terminate your account if you conduct an unlawful raffle or fail to provide requested documentation. You agree to indemnify Zeffy against any claims arising from such activity.

DE-5. Data Protection and Electronic Marketing

The General Data Protection Regulation applies, read with the Bundesdatenschutzgesetz. Zeffy handles personal data as described in our Privacy Policy. You are the controller of your donor and contact data. Zeffy acts as your processor for that data. Zeffy makes available to you a data processing agreement meeting the requirements of Article 28 GDPR.

Under German law, advertising by electronic mail, which includes email and SMS, generally requires the recipient's prior consent, and you are responsible for obtaining and documenting that consent for communications you send through the Platform. Where your donor data may reveal special categories of personal data within the meaning of Article 9 GDPR, you are responsible for identifying this and for capturing any additional consent required.

DE-6. Sanctions and Anti-Money Laundering

All payment processing for German Organizations is performed by Stripe, which is a regulated electronic money institution with its own anti-money laundering obligations. Zeffy is not a regulated financial institution and maintains organization-level controls on a voluntary basis to prevent misuse of the Platform. You must cooperate fully and promptly with any request Zeffy makes under Core Terms Section 15.

For German Organizations, the sanctions representations in Core Terms Section 15 are read as referring to the European Union consolidated list of persons, groups and entities subject to financial sanctions, in addition to the lists named in the Core Terms. You must not use the Services to make funds or economic resources available, directly or indirectly, to any listed person or entity.

DE-7. Governing Law and Dispute Resolution

This Addendum and the Core Terms, as they apply to German Organizations, are governed by the laws of the Federal Republic of Germany, without regard to conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. Nothing in this choice of law deprives a donor or an Organization that is a consumer of the protection of mandatory provisions of the law that would otherwise apply.

Any dispute not resolved within 30 days of written notice is referred to mediation. The parties will participate in good faith in at least one session, by delegating representatives with authority to settle. The mediator is chosen jointly. Mediation is conducted in German or English, at the place agreed by the parties or by electronic means. Each party bears its own costs, and the costs of the mediation are shared equally. A settlement document becomes binding on signature.

The binding arbitration provisions of the Core Terms do not apply to German Organizations to the extent that mandatory arbitration is prohibited or restricted under applicable German or European Union law. German Organizations retain the right to bring proceedings before a court of competent jurisdiction.