Platform End User License Agreement

This End User License Agreement (this “Agreement”) is a binding agreement between Payment-as-a-Service Corporation, d/b/a Click & Pledge (“Licensor”) and the platform user (“Licensee”). Licensor provides the platform solely on the terms and conditions set forth in this Agreement and on the condition that Licensee accepts and complies with them. By clicking the “Accept” button, Licensee agrees to be legally bound by its terms and confirms that the individual accepting is of legal age and has authority to bind the Licensee.

If Licensee does not agree to these terms, Licensor will not license the platform. No license is granted for any platform that the Licensee did not acquire lawfully or that is not an authorized copy.

1. Definitions

Capitalized terms have the meanings assigned in this section, including but not limited to “Authorized Users,” “Confidential Information,” “Intellectual Property Rights,” “License Fees,” “Link,” “Misuse,” “Permitted Use,” “Platform,” “Privacy Policy,” and “Third Party.” References to sections, schedules, and exhibits relate to this Agreement as amended.

2. Click & Pledge Platform Link

Licensor shall enable and process online pledges and electronic payments to Licensee from visitors to Licensee’s site via the Click & Pledge platform, conditioned on Licensee maintaining the “Click & Pledge” Link on its site. Licensor will provide reasonable technical assistance, and Licensee must cooperate fully and use the Link only to connect to the platform.

3. License Grant and Scope

Subject to the Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable license to use the Platform solely for the Permitted Use. Licensee must comply with any third-party licenses (including payment processors) and acknowledges that Licensor and its licensors reserve all rights not expressly granted.

4. Permitted Use

Licensee may use the Platform to facilitate pledges and payments to Licensee’s organization and authorize Access to Authorized Users only for such purposes. Any other use constitutes Misuse.

5. Use Restrictions

Licensee shall not copy, modify, or create derivative works of the Platform; reverse engineer or attempt to derive source code; remove proprietary notices; rent, lease, lend, sell, sublicense, assign, distribute, publish, or transfer the Platform; or use the Platform in violation of any law, regulation, or third-party rights.

6. Compliance Obligations

Licensee must comply with all applicable laws and regulations, including privacy, anti-money laundering, and payment card industry standards. Licensee is responsible for all acts and omissions of its Authorized Users and any third-party service providers it engages.

7. Fees and Payment

Licensee shall pay the License Fees and other charges as set forth on the Click & Pledge pricing page, as amended with at least ninety (90) days’ electronic notice. All fees are non-refundable except as expressly stated. Late payments accrue interest and may result in suspension or termination.

8. Collection and Use of Information

Licensee acknowledges that Licensor may collect, store, process, and use diagnostic, technical, usage, and related information to support, improve, and provide the Platform, consistent with the Click & Pledge Privacy Policy located at clickandpledge.com/privacy/.

9. Confidential Information

Each party shall protect the other’s Confidential Information with at least the same degree of care it uses for its own confidential information. Confidential Information may be disclosed only to personnel who need to know it to perform obligations under the Agreement and who are bound by confidentiality duties. Exclusions and legally compelled disclosures are described in Section 18 of the Agreement.

10. Intellectual Property Ownership

Licensee acknowledges that Licensor owns and retains all Intellectual Property Rights in and to the Platform, Link, and Licensor Licensed Marks. Licensee receives no rights other than those expressly granted and shall not challenge Licensor’s ownership.

11. Warranty Disclaimer

THE PLATFORM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED.

12. Indemnification

Licensee shall indemnify, defend, and hold harmless Licensor and its affiliates from claims, losses, and liabilities arising from Licensee’s use of the Platform, breach of the Agreement, violation of law, or infringement of third-party rights. Licensor will provide prompt notice and reasonable cooperation.

13. Limitation of Liability

LICENSOR SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS INTERRUPTION. LICENSOR’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT AS PROHIBITED BY LAW.

14. Term and Termination

The Agreement begins when Licensee accepts it and continues until terminated. Either party may terminate upon material breach (subject to cure rights where applicable). Licensor may suspend or terminate immediately for cause, including suspected fraud or regulatory risk. Upon termination, Licensee must cease all use, remove the Link, and certify destruction of copies. Certain sections survive termination.

15. Export Regulation

Licensee shall not directly or indirectly export, re-export, or release the Platform to any jurisdiction prohibited by U.S. law, including countries subject to embargoes or any purchaser listed on restricted party lists.

16. U.S. Government Rights

The Platform is “commercial computer software” under applicable U.S. government regulations. Government end users obtain only those rights set forth in this Agreement, consistent with FAR 12.212 and DFARS 227.7202.

17. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Virginia without regard to conflict-of-law principles. The parties consent to jurisdiction in the state and federal courts located in Montgomery County, Virginia.

18. Miscellaneous

This Agreement constitutes the entire agreement between the parties concerning the Platform, superseding prior agreements. No waiver is effective unless in writing. If any provision is invalid, the remaining portions remain in effect. Headings are for reference only, and words such as “including” mean “including without limitation.”

Schedule 1 – Fee Schedule

License Fees are detailed at clickandpledge.com/pricing/ and may be updated with ninety (90) days’ notice.

Schedule 2 – American Express Program

Additional provisions apply to participation in the American Express OptBlue® Program. Licensee must comply with the American Express Merchant Operating Guide, program rules, and all applicable website requirements, and must:

• Operate consistently with the American Express brand and applicable laws.
• Avoid signing merchants that are payment aggregators or processing for other aggregators.
• Provide accurate descriptions of Sub-merchant criteria in all communications.
• Accept that Processor may terminate the Agreement for cause or at American Express’ request.
• Assume financial liability for settlement activity, chargebacks, credits, and customer service issues tied to Sub-merchants.
• Conduct required background, verification, credit, KYC, and AML checks and furnish policies upon request.
• Refrain from discriminating against American Express Cards through higher fees than other payment products.
• Avoid shifting financial liability to Cardmembers or asking them to waive dispute rights.
• Deposit only U.S. Sub-merchant transactions (excluding territories such as Puerto Rico and the U.S. Virgin Islands).
• Provide owner information for Sub-merchants transacting on the American Express network.
• Ensure Sub-merchants comply with Program Merchant Data Security Requirements and PCI DSS, and report data incidents immediately.
• Remove American Express Licensed Marks upon termination.
• Disclose that American Express may use Sub-merchant application data for screening, communications, or monitoring.
• Acknowledge potential conversion to a direct relationship with American Express if designated a High CV Payment Aggregator.

The Agreement’s remaining provisions, including general information, resources, and contact details for Click & Pledge, are available at clickandpledge.com/eula and remain fully enforceable.