Terms and Conditions of Use - NPO

 ZEFFY TERMS OF SERVICE

Applicable May 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

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

• 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.

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.

(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 Raffles, Lotteries, and Prize-Based Fundraising

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

Your Sole Responsibility for Legal Compliance:

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

1. Determining Legal Permissibility: Researching and understanding whether Raffles 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 Raffle

3. Complying with 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 Raffle, 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 Raffle complies with applicable Laws

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

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

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

No Zeffy Responsibility:

Zeffy does not:

• Verify that your Raffle is legal in your jurisdiction

• Determine whether you hold required licenses or permits

• Provide legal advice on raffle/lottery regulations

• Assume any liability for unlawful Raffles you conduct

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

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

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

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

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

• Raffles 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-7 and US-8 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.

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

PIPEDA: Zeffy complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) for organizations under federal jurisdiction.

Quebec Law 25: For Organizations based in Quebec, Zeffy complies with Quebec’s Act Respecting the Protection of Personal Information in the Private Sector as amended by Law 25.

Provincial Privacy Laws: Organizations in British Columbia, Alberta, and other provinces with provincial privacy legislation must comply with applicable provincial laws.

Please refer to our Privacy Policy for details.

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-9 and CA-10 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-9 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. 14-DAY COOLING-OFF PERIOD

Consumer Rights Act Protection: For donations made by UK donors through the Platform, UK consumer protection laws provide a 14-day cooling-off period during which the donor may cancel their donation and receive a refund, unless:

• The donation is for services that have already been fully performed with the donor's consent (e.g., event tickets for an event that has already occurred)

• Other statutory exemptions apply

Payout Delay for UK Donations: To protect both Zeffy and your Organization from cooling-off period refunds, payouts of UK donations may be delayed by up to 14 days from the date of the donation. This allows the cooling-off period to expire before funds are transferred to your bank account.

Your Refund Obligations: You must honor legitimate cooling-off period refund requests. If you refuse a legitimate request or if the cooling-off period has not yet expired when we process a payout, you are responsible for reimbursing Zeffy for any refunds we must issue to donors on your behalf. Such refunds will create a negative balance on your Account subject to Section 4.6.

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

UK GDPR: Zeffy complies with the UK General Data Protection Regulation (UK GDPR) as set out in the Data Protection Act 2018. Please refer to our Privacy Policy for details.

Data Protection Act 2018: Zeffy complies with all applicable provisions of the Data Protection Act 2018.

ICO Guidance: Zeffy follows guidance issued by the UK Information Commissioner’s Office (ICO).

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. RAFFLES, LOTTERIES, AND PRIZE-BASED FUNDRAISING

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

Your Sole Responsibility for Gaming Law Compliance

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

You are solely responsible for:

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

2. Obtaining Required Permits/Licences: Securing all necessary gaming permits or licences BEFORE launching a Raffle. 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 Raffle, 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 Raffle complies with applicable Laws

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

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

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

No Zeffy Responsibility

Zeffy does not:

• Verify that your Raffle 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 Raffles you conduct

Indemnification

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

• Your Raffle violated applicable gaming/lottery Laws

• You failed to obtain required permits or licences

• You failed to comply with gaming regulations or permit conditions

• Your Raffle 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 transaction 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 transactions that appear suspicious

• Report suspicious activity to Stripe and/or AUSTRAC as appropriate

• 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-7. 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-8. 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, raffle 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, raffle 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-9. 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-10 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-10. 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/