NONPROFIT PLATFORM AGREEMENT

Piesa Giving, a DBA of Good Steward Technology Group LLC

An Illinois Limited Liability Company | Version 1.0 | Effective Date: May 1, 2026

RECITALS AND PARTIES

This Nonprofit Platform Agreement (hereinafter "Agreement") is entered into as of the Effective Date set forth above, by and between the following parties:

WHEREAS, Piesa Giving operates a for-profit charitable fundraising platform accessible via web, iOS, and Android applications that enables donors to discover, select, and contribute to eligible nonprofit organizations; and

WHEREAS, the Nonprofit desires to participate in the Platform to solicit and receive charitable contributions from donors; and

WHEREAS, the parties desire to set forth their respective rights, obligations, and responsibilities with respect to the Nonprofit's use of the Platform;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below.

SECTION 2. NONPROFIT ELIGIBILITY, ENROLLMENT, AND ONGOING COMPLIANCE

2.1 Eligibility Requirements

To be eligible to enroll in and continue using the Platform, the Nonprofit must satisfy all of the following requirements at the time of enrollment and at all times during the term of this Agreement:

The Nonprofit must be organized and operating exclusively within the United States of America as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, and must hold a valid, current, and unrestricted IRS determination letter confirming such status.

The Nonprofit must be in good standing with the Internal Revenue Service, its state of formation, and all applicable regulatory authorities, with no pending revocation, suspension, or material restriction of its tax-exempt status.

The Nonprofit must be duly registered to conduct charitable solicitations in every state in which it solicits or receives Donations, to the extent such registration is required by Applicable Law, or must qualify for and actually satisfy an applicable exemption.

The Nonprofit must not appear on any federal or state debarment, exclusion, or sanctions list, including lists maintained by the U.S. Treasury Department Office of Foreign Assets Control (OFAC).

The Nonprofit must have a valid Employer Identification Number (EIN) issued by the Internal Revenue Service.

The Nonprofit must comply in all material respects with all Applicable Laws governing the solicitation, receipt, and use of charitable contributions.

2.2 Required Enrollment Documentation

As a mandatory condition of enrollment and as a continuing condition of access to the Platform, the Nonprofit shall provide to Piesa Giving all of the following, in a form acceptable to Piesa Giving in its sole discretion:

A true, correct, and complete copy of the Nonprofit's IRS determination letter confirming 501(c)(3) tax-exempt status, which must be current and reflect the Nonprofit's current legal name and EIN.

The Nonprofit's nine-digit Employer Identification Number (EIN) as assigned by the Internal Revenue Service. Piesa Giving will use the EIN to independently verify the Nonprofit's status through IRS public records and third-party verification services.

A written certification, executed by an Authorized Representative, confirming that: (a) the Nonprofit currently holds valid 501(c)(3) status; (b) the Nonprofit is in good standing with all applicable regulatory authorities; (c) the Nonprofit is properly registered to solicit charitable contributions in all states where such registration is required; and (d) all information provided in the Enrollment Form is accurate, complete, and not misleading.

Any additional documentation that Piesa Giving may reasonably request in its sole discretion to verify the Nonprofit's eligibility, identity, charitable purpose, or legal compliance.

2.5 Representative Personal Information — Consent Obligation

Plain Language Summary: If you submit any individual's personal information — such as a staff member's name, email, phone number, or title — as part of your enrollment or Platform profile, you are responsible for making sure that person has consented to their information being collected by Piesa Giving and potentially displayed publicly on the Platform.

When the Nonprofit submits the personal information of any individual representative, officer, employee, or contact person in connection with enrollment or the Nonprofit's Platform profile — including that person's name, email address, phone number, title, or photograph — the Nonprofit represents, warrants, and covenants that:

The Nonprofit has obtained the express consent of each such individual to: (a) have their personal information collected and stored by Piesa Giving; (b) have their personal information used by Piesa Giving in connection with the operation of the Platform; and (c) have their personal information displayed publicly on the Platform, to the extent it is included in the Nonprofit's public-facing profile;

Each such individual has been informed of and acknowledges Piesa Giving's Privacy Policy, available at https://piesagiving.com/home/security_and_privacy;

The Nonprofit has full authority to submit such personal information on behalf of each individual and to grant Piesa Giving the rights described in this Section;

The submission of any individual's personal information does not violate any applicable privacy law, employment agreement, or other obligation owed to that individual.

The Nonprofit shall indemnify, defend, and hold harmless the Piesa Giving Indemnitees from and against any and all Losses arising from any claim by any individual whose personal information was submitted by the Nonprofit without that individual's consent, including any claim under the Illinois Biometric Information Privacy Act, the California Consumer Privacy Act, the Illinois Personal Information Protection Act, or any other applicable privacy statute. This indemnification obligation survives termination of this Agreement.

2.3 Piesa Giving's Right to Verify

Piesa Giving reserves the right, in its sole and absolute discretion, at any time and without prior notice, to independently verify the Nonprofit's eligibility, 501(c)(3) status, good standing, charitable solicitation registrations, and compliance with this Agreement, using any publicly available records, third-party databases, IRS databases, state AG records, or any other sources Piesa Giving deems appropriate in its sole judgment. The Nonprofit consents to such verification and agrees to cooperate fully. Piesa Giving's verification right does not create any obligation to conduct any particular verification at any particular time, and Piesa Giving shall not be liable for failing to detect, identify, or act upon any Nonprofit ineligibility, misrepresentation, or non-compliance, regardless of whether such information was publicly available.

2.4 Ongoing Notification Obligations

The Nonprofit shall provide written notice to Piesa Giving at info@piesagiving.com within three (3) calendar days of any of the following:

Any revocation, suspension, proposed revocation, or material restriction of the Nonprofit's 501(c)(3) tax-exempt status.

Any investigation, audit, subpoena, or enforcement action initiated by the IRS, any state attorney general, any charitable solicitation regulatory authority, or any other governmental body.

Any lapse, expiration, revocation, or denial of the Nonprofit's charitable solicitation registration in any state.

Any material change in the Nonprofit's organizational structure, legal name, EIN, primary mission, or state of formation.

Any event that could reasonably be expected to affect the Nonprofit's eligibility to receive charitable contributions or to use the Platform.

Failure to provide timely notice of any of the foregoing shall constitute a material breach of this Agreement and shall entitle Piesa Giving to exercise any remedy available under Section 11, including immediate suspension or termination without notice.

SECTION 3. PLATFORM SERVICES

3.1 Services Provided

Subject to the Nonprofit's continued compliance with this Agreement and Piesa Giving's approval of the Nonprofit's enrollment, Piesa Giving will provide the following through the Platform:

A publicly visible Nonprofit profile page accessible to Donors browsing the Platform via web, iOS, and Android.

The technical capability to receive one-time and Recurring Donations from Donors who discover and select the Nonprofit through the Platform.

Processing of Donations through Stripe, including ACH bank account transfers and credit card transactions.

Weekly disbursement of Net Donations to the Nonprofit's connected Stripe account, subject to the terms of Section 4.

Access to a Nonprofit dashboard displaying Donation activity, Donor Data, disbursement history, and account status.

Access to Donor Data for each Donation received, as described in Section 5.

3.2 Nature of Piesa Giving's Role

The Nonprofit expressly acknowledges that Piesa Giving is a for-profit commercial fundraising platform and technology service provider. Piesa Giving is not a nonprofit organization, charitable organization, fiscal sponsor, donor-advised fund, or charitable trustee. Piesa Giving retains a Service Fee from each Donation in consideration for providing the Platform. This fee arrangement is disclosed to Donors on the Platform in compliance with applicable charitable solicitation disclosure requirements. The Nonprofit is solely and exclusively responsible for issuing all required IRS acknowledgment letters and tax receipts to Donors. Piesa Giving has no obligation or liability with respect to Donor tax receipts or acknowledgments.

3.3 Platform Availability and Modifications

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PIESA GIVING MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND REGARDING PLATFORM AVAILABILITY, UPTIME, OR CONTINUITY OF SERVICE. The Platform may be unavailable at any time due to scheduled or unscheduled maintenance, outages, third-party service failures (including Stripe and AWS), cyberattacks, or any other cause, whether or not within Piesa Giving's control. Piesa Giving shall have no liability whatsoever for any damages, losses, or missed donations resulting from Platform unavailability, regardless of cause or duration. Piesa Giving further reserves the right, in its sole and absolute discretion, to modify, update, reduce, or discontinue any feature, functionality, or aspect of the Platform at any time, with or without prior notice, and shall not be liable to the Nonprofit or any third party for any such modification or discontinuation.

3.4 Editorial Discretion Over Platform Placement and Featured Content

The Nonprofit expressly acknowledges and agrees that Piesa Giving retains sole, absolute, and unreviewable editorial discretion over all aspects of Platform content presentation, including without limitation the selection, ordering, prominence, and display of Nonprofit profiles in any featured, recommended, trending, curated, or otherwise editorially selected sections of the Platform (collectively, "Featured Placement"). Piesa Giving makes no representation, warranty, or commitment that any Nonprofit will receive Featured Placement, that any Featured Placement will be maintained for any period of time, or that Featured Placement criteria will be applied uniformly across all Nonprofits listed on the Platform.

Featured Placement determinations are made by Piesa Giving in its sole and absolute discretion and may be based on any factors Piesa Giving deems relevant, including without limitation donor engagement metrics, Donation volume, recency of activity, mission alignment with current Platform themes or campaigns, geographic relevance, seasonal or topical considerations, third-party data, or any other criteria that Piesa Giving elects to apply. Piesa Giving reserves the right to change, discontinue, or modify its Featured Placement criteria at any time without notice and without liability to any Nonprofit.

The Nonprofit hereby waives any and all claims, demands, or causes of action against Piesa Giving arising from or relating to Featured Placement decisions, including without limitation any claim of discrimination, disparate treatment, favoritism, breach of contract, tortious interference, or violation of any Applicable Law. The Nonprofit acknowledges that Featured Placement is an editorial function of the Platform and does not constitute a guarantee, entitlement, or contractual obligation of any kind. All Nonprofits listed on the Platform are subject to the same disclaimer: appearance on the Platform does not constitute an endorsement by Piesa Giving, and Featured Placement is a discretionary editorial function that may be granted, modified, or removed at any time for any reason.

SECTION 4. SERVICE FEES, PAYMENT PROCESSING, AND DISBURSEMENTS

4.1 Service Fee Structure

In consideration for access to and use of the Platform, Piesa Giving shall retain a Service Fee from each Donation processed. The applicable Service Fee depends on the payment method used by the Donor:

Bank Account / ACH Transfer Transactions: One percent (1.0%) of the gross Donation amount per transaction, comprised of: Stripe ACH processing fee of 0.8% retained by Stripe, Inc., and Piesa Giving platform fee of 0.2% retained by Good Steward Technology Group LLC d/b/a Piesa Giving.

Credit Card Transactions: Three and two-tenths percent (3.2%) of the gross Donation amount plus thirty cents ($0.30) per transaction, comprised of: Stripe credit card processing fee of 2.9% + $0.30 retained by Stripe, Inc., and Piesa Giving platform fee of 0.3% retained by Good Steward Technology Group LLC d/b/a Piesa Giving.

Illustrative Examples: On a $100.00 ACH donation, Stripe retains $0.80, Piesa Giving retains $0.20, and the Nonprofit receives $99.00. On a $100.00 credit card donation, Stripe retains $3.20, Piesa Giving retains $0.30, and the Nonprofit receives $96.50. These examples reflect current rates, which are subject to change.

The Service Fee and any applicable Stripe processing fees are automatically deducted from the gross Donation before disbursement. The Nonprofit will receive only the Net Donation. Donors on the Platform are shown the Net Donation amount that will be received by the Nonprofit, consistent with applicable state charitable solicitation disclosure requirements. Piesa Giving reserves the right to modify the Service Fee structure upon thirty (30) days' prior written notice to the Nonprofit. The Nonprofit's continued use of the Platform after the effective date of any fee modification constitutes acceptance of the modified fee structure.

4.2 Payment Processing Through Stripe

All Donations are processed exclusively through Stripe, Inc. Piesa Giving does not hold, control, or maintain custody of Donation funds in any Piesa Giving bank account. All funds are held, managed, and disbursed by Stripe in accordance with Stripe's own terms of service and operating procedures, over which Piesa Giving has no control. By enrolling in the Platform, the Nonprofit agrees to comply with all applicable Stripe terms of service governing connected accounts. Piesa Giving shall not be liable for any acts or omissions of Stripe, including any failure, delay, error, or unauthorized action by Stripe in connection with the processing, holding, or disbursement of funds.

4.3 Weekly Disbursement Schedule

Subject to the terms of this Agreement, including Section 11 regarding suspension and investigation holds, Net Donations will be disbursed to the Nonprofit's connected Stripe account on a weekly basis, generally within five (5) to seven (7) business days following the close of each weekly processing cycle. Disbursement timing is subject to Stripe's processing timelines and hold policies. Piesa Giving shall not be liable for disbursement delays attributable to Stripe, to the Nonprofit's failure to maintain a valid connected Stripe account, or to any other cause beyond Piesa Giving's reasonable control.

4.4 Recurring Donations

Donors may elect to establish Recurring Donations on a schedule of their choosing. Recurring Donations are processed and disbursed in the same manner as one-time Donations, subject to the same Service Fee structure. If a Recurring Donation fails for any reason, Piesa Giving will use commercially reasonable efforts to notify the Nonprofit but bears no liability for failed Recurring Donations or loss of anticipated Donation revenue. Upon termination or deactivation of the Nonprofit's account, all active Recurring Donations associated with the Nonprofit will be automatically canceled.

4.5 Refunds and Chargebacks

In the event a Donor requests a refund or initiates a chargeback, Piesa Giving may, in its sole discretion, attempt to notify the Nonprofit but bears no obligation to provide such notice. Refunds and chargebacks will result in deductions from the Nonprofit's future Net Donation disbursements. Piesa Giving reserves the right to withhold or offset from future disbursements an amount sufficient to cover anticipated or pending refunds, chargebacks, or payment disputes. The Nonprofit agrees to cooperate fully with Piesa Giving and Stripe in resolving any such matters. Piesa Giving shall have sole, absolute, and unreviewable authority to determine whether a refund is issued in connection with any Platform transaction, and such determination shall be final and not subject to appeal or challenge by the Nonprofit.

SECTION 5. THIRD-PARTY SERVICE PROVIDERS; NO LIABILITY FOR THIRD-PARTY FAILURES

5.1 Use of Third-Party Service Providers

The Platform relies on third-party service providers to deliver certain core functions, including without limitation payment processing, fund disbursement, cloud infrastructure, hosting, data storage, and related services. As of the Effective Date, the primary third-party service providers used by Piesa Giving include: (a) Stripe, Inc., for payment processing, fund holding, and disbursement of Net Donations; and (b) Amazon Web Services, Inc. (AWS), for cloud infrastructure, server hosting, and data storage. Piesa Giving reserves the right to add, remove, or substitute third-party service providers at any time in its sole discretion without prior notice to the Nonprofit.

5.2 Independence of Third-Party Providers

All third-party service providers used by Piesa Giving operate independently of Piesa Giving and are governed exclusively by their own terms of service, privacy policies, service level agreements, and operating procedures. Piesa Giving has no ownership, control, or operational authority over any third-party service provider, and the actions, omissions, failures, errors, outages, security incidents, or policy changes of any third-party service provider are entirely outside of Piesa Giving's control. The Nonprofit acknowledges that its use of the Platform is subject to the terms and conditions of applicable third-party service providers, including Stripe's Connected Account Agreement and AWS's Terms of Service, and the Nonprofit agrees to comply with all such terms to the extent applicable.

5.3 No Liability for Third-Party Service Provider Failures

PIESA GIVING SHALL BEAR NO LIABILITY WHATSOEVER TO THE NONPROFIT OR ANY THIRD PARTY FOR ANY FAILURE, ERROR, OUTAGE, DELAY, SECURITY BREACH, DATA LOSS, UNAUTHORIZED ACCESS, FUND HOLD, DISBURSEMENT DELAY, ACCOUNT SUSPENSION, POLICY CHANGE, OR ANY OTHER ACT OR OMISSION OF ANY THIRD-PARTY SERVICE PROVIDER, INCLUDING WITHOUT LIMITATION STRIPE, INC. AND AMAZON WEB SERVICES, INC. THIS DISCLAIMER APPLIES REGARDLESS OF WHETHER SUCH FAILURE OR ACT: (a) CAUSES THE PLATFORM TO BE UNAVAILABLE OR DEGRADED; (b) RESULTS IN A DELAY OR FAILURE TO DISBURSE DONATION FUNDS; (c) RESULTS IN THE LOSS, CORRUPTION, OR UNAUTHORIZED DISCLOSURE OF DATA; (d) CAUSES INTERRUPTION TO THE NONPROFIT'S ABILITY TO RECEIVE DONATIONS; OR (e) RESULTS IN ANY OTHER HARM OR DAMAGE TO THE NONPROFIT, ITS DONORS, OR ANY THIRD PARTY.

5.4 Stripe-Specific Disclaimers

Without limiting the generality of Section 5.3, Piesa Giving specifically disclaims any and all liability for the following Stripe-related events: (a) Stripe's decision to place a hold on, delay, suspend, or withhold disbursement of any Donation funds for any reason, including Stripe's own compliance, fraud prevention, or risk management determinations; (b) Stripe's suspension, termination, or restriction of the Nonprofit's connected Stripe account for any reason; (c) any error, failure, or delay in Stripe's payment processing systems; (d) any unauthorized access to or breach of Stripe's systems resulting in loss or exposure of Donation funds or Donor Data; (e) any change in Stripe's fees, terms of service, or operating procedures that affects the amount disbursed to the Nonprofit or the Nonprofit's ability to receive funds; and (f) any failure of a Donor's payment method resulting in a failed, reversed, or incomplete Donation.

5.5 AWS and Hosting-Specific Disclaimers

Without limiting the generality of Section 5.3, Piesa Giving specifically disclaims any and all liability for the following AWS-related or hosting-related events: (a) any outage, degradation, or unavailability of the Platform caused by AWS infrastructure failures, maintenance, or service interruptions; (b) any loss, corruption, or unauthorized access to data stored on AWS infrastructure; (c) any latency, performance degradation, or service failure attributable to AWS or any other hosting or infrastructure provider; and (d) any change in AWS's terms of service, pricing, or operating procedures that affects Piesa Giving's ability to operate the Platform.

5.6 Nonprofit's Responsibility to Review Third-Party Terms

The Nonprofit is solely responsible for reviewing, understanding, and complying with the terms of service and policies of all applicable third-party service providers, including Stripe's Connected Account Agreement. Piesa Giving makes no representation as to the content, accuracy, or continued availability of any third-party terms of service, and shall not be liable for any harm to the Nonprofit arising from the Nonprofit's failure to comply with or understand such third-party terms.

SECTION 6. DONOR DATA, PRIVACY, AND DATA SECURITY

5.1 Nonprofit Access to Donor Data

Following each Donation, the Nonprofit will have access through its Platform dashboard to the following Donor Data: the Donor's full name, email address, mailing address, Donation amount, and Donation date. The Nonprofit is granted a limited, non-exclusive, non-transferable license to use Donor Data solely for the following permissible purposes: (a) issuing required IRS tax acknowledgment letters; (b) communicating directly with Donors regarding the Nonprofit's charitable mission, programs, and activities; and (c) fulfilling the Nonprofit's legal reporting and compliance obligations. Any use of Donor Data outside these expressly permissible purposes is strictly prohibited without the prior written consent of Piesa Giving.

5.2 Prohibited Uses of Donor Data

The Nonprofit shall not, under any circumstances:

Sell, rent, license, transfer, assign, or otherwise make available Donor Data to any third party for any purpose.

Use Donor Data for commercial solicitations, advertising, or marketing purposes unrelated to the Nonprofit's stated charitable mission.

Use Donor Data in any manner that violates Applicable Law, including the CAN-SPAM Act, the California Consumer Privacy Act (CCPA), the Illinois Personal Information Protection Act (PIPA), or any other applicable privacy statute.

Combine Donor Data with data obtained from other sources for the purpose of constructing unauthorized Donor profiles or for purposes not permitted by this Agreement.

5.3 Piesa Giving Use of Platform Data

Piesa Giving may collect, use, and analyze aggregated and anonymized data derived from Platform activity for internal business analysis, product development, and service improvement. Piesa Giving will handle all personal data in accordance with its Privacy Policy available at https://piesagiving.com/home/security_and_privacy, which is incorporated herein by reference. Piesa Giving will not sell individual Donor Data to third parties.

5.4 Data Security

Each party shall maintain commercially reasonable administrative, technical, and physical safeguards to protect Donor Data from unauthorized access, use, disclosure, or destruction. In the event the Nonprofit experiences or reasonably suspects a data breach or unauthorized access to Donor Data, the Nonprofit shall: (a) immediately take all reasonable steps to contain the incident; (b) notify Piesa Giving in writing at info@piesagiving.com within twenty-four (24) hours of discovery; and (c) cooperate fully with Piesa Giving in any investigation. The Nonprofit shall bear sole responsibility for all costs, penalties, and liabilities arising from any data breach caused by the Nonprofit's acts or omissions.

SECTION 7. DISBURSEMENT OF FUNDS; NO RESPONSIBILITY FOR NONPROFIT USE OF DONATIONS

6.1 Piesa Giving's Role Ends at Disbursement

Piesa Giving's sole responsibility with respect to Donation funds is limited to facilitating the processing of Donations through Stripe and instructing Stripe to disburse Net Donations to the Nonprofit's connected Stripe account in accordance with Section 4.3. Upon disbursement of Net Donations to the Nonprofit's connected Stripe account, Piesa Giving's obligations with respect to such funds are fully and completely discharged. Piesa Giving has no authority over, control of, or responsibility for the Nonprofit's receipt, management, allocation, expenditure, investment, or use of Donation funds following disbursement, and expressly disclaims any such authority, control, or responsibility.

6.2 Nonprofit's Sole Responsibility for Use of Funds

The Nonprofit bears sole and exclusive responsibility for ensuring that all Donation funds received through the Platform are used exclusively in furtherance of the Nonprofit's stated charitable mission and in strict compliance with all Applicable Laws governing the receipt, management, and expenditure of charitable funds, including without limitation the Internal Revenue Code, state charitable trust laws, and any applicable restrictions imposed by Donors. Piesa Giving has no obligation to monitor, audit, investigate, or verify the Nonprofit's use of Donation funds at any time, and the Nonprofit shall not represent to any Donor, regulatory authority, or third party that Piesa Giving has undertaken or will undertake any such oversight function.

6.3 No Liability for Nonprofit Misconduct or Misuse of Funds

PIESA GIVING SHALL BEAR NO LIABILITY WHATSOEVER TO ANY DONOR, REGULATORY AUTHORITY, GOVERNMENTAL BODY, OR ANY OTHER THIRD PARTY ARISING FROM OR RELATING TO THE NONPROFIT'S USE, MISUSE, MISAPPROPRIATION, DIVERSION, OR FRAUDULENT APPLICATION OF DONATION FUNDS, INCLUDING WITHOUT LIMITATION ANY USE OF FUNDS FOR PURPOSES INCONSISTENT WITH THE NONPROFIT'S STATED CHARITABLE MISSION, ANY ILLEGAL ACTIVITY, ANY FRAUDULENT SCHEME, ANY VIOLATION OF DONOR RESTRICTIONS, OR ANY OTHER UNAUTHORIZED OR IMPROPER PURPOSE. THE NONPROFIT ACKNOWLEDGES THAT PIESA GIVING IS A TECHNOLOGY PLATFORM AND PAYMENT FACILITATION SERVICE AND IS NOT A GUARANTOR, FIDUCIARY, TRUSTEE, FISCAL SPONSOR, OR OVERSIGHT BODY WITH RESPECT TO THE APPLICATION OF CHARITABLE FUNDS.

6.4 No Duty to Investigate or Monitor

Piesa Giving has no duty, obligation, or responsibility to investigate, monitor, audit, or evaluate the Nonprofit's activities, financial practices, internal controls, governance, leadership, or use of Donation funds, either before or after disbursement. The fact that Piesa Giving verifies a Nonprofit's 501(c)(3) status and good standing at enrollment does not constitute an ongoing endorsement of the Nonprofit's activities, a representation as to the Nonprofit's financial integrity, or an assumption of any oversight responsibility. Any verification performed by Piesa Giving is solely for Platform eligibility purposes and does not create any duty of care to Donors or any third party with respect to the Nonprofit's conduct.

6.5 Nonprofit Indemnification for Misuse of Funds

Without limiting the generality of Section 9.1, the Nonprofit shall indemnify, defend, and hold harmless the Piesa Giving Indemnitees from and against any and all Losses arising from or relating to: (a) any allegation, investigation, or finding that the Nonprofit misused, misappropriated, diverted, or fraudulently applied Donation funds; (b) any claim by a Donor that their Donation was not applied in accordance with their intent or applicable restrictions; (c) any enforcement action by the IRS, any state attorney general, or any other governmental authority relating to the Nonprofit's handling of charitable funds; or (d) any criminal, civil, or regulatory proceeding arising from the Nonprofit's financial practices or use of Donation funds. This indemnification obligation shall survive termination of this Agreement indefinitely.

6.6 Cooperation with Authorities

In the event that Piesa Giving receives a subpoena, court order, regulatory inquiry, or law enforcement request relating to the Nonprofit's Donation activity or use of funds, Piesa Giving reserves the right, in its sole discretion and without prior notice to the Nonprofit, to comply with such request and to produce any records, data, or information in its possession relating to the Nonprofit's account, Donation history, or disbursements. Piesa Giving shall not be liable to the Nonprofit for any damages resulting from such compliance, and the Nonprofit expressly waives any claim against Piesa Giving arising from Piesa Giving's good-faith cooperation with any governmental or regulatory authority.

SECTION 8. NONPROFIT REPRESENTATIONS, WARRANTIES, AND COVENANTS

The Nonprofit hereby represents, warrants, and covenants to Piesa Giving, as of the Effective Date and as a continuing obligation throughout the entire term of this Agreement, as follows:

The Nonprofit is duly organized, validly existing, and in good standing under the laws of its state of formation, and is authorized to conduct its activities in all states where it operates.

The Nonprofit holds valid, current, and unrestricted 501(c)(3) tax-exempt status under the Internal Revenue Code, and such status has not been revoked, suspended, or materially restricted.

The Nonprofit is duly registered to conduct charitable solicitations in each state in which it solicits or receives Donations, as required by Applicable Law, or qualifies for and actually satisfies an applicable exemption.

The Nonprofit has full legal power and authority to execute, deliver, and perform this Agreement, and this Agreement has been duly authorized by all required organizational action.

The execution and performance of this Agreement do not and will not violate any Applicable Law, court order, regulatory requirement, or agreement to which the Nonprofit is a party.

All information provided to Piesa Giving in connection with enrollment and ongoing use of the Platform is and shall remain accurate, complete, and not misleading in any material respect.

The Nonprofit will use all Donations received through the Platform solely in furtherance of its stated charitable mission and in compliance with all Applicable Laws governing the use of charitable funds.

The Nonprofit will timely issue all required IRS acknowledgment letters and tax receipts to Donors in compliance with Internal Revenue Code Section 170 and applicable IRS guidance.

The Nonprofit will not use the Platform for any fraudulent, deceptive, illegal, or unauthorized purpose.

The Nonprofit's charitable mission, programs, and activities described in its Platform profile are accurate and consistent with its IRS-approved purposes.

SECTION 9. PIESA GIVING REPRESENTATIONS AND WARRANTIES

Piesa Giving hereby represents and warrants to the Nonprofit, as of the Effective Date, as follows:

Good Steward Technology Group LLC, operating under the trade name Piesa Giving, is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Illinois.

Piesa Giving has full legal authority to enter into and perform this Agreement.

Piesa Giving will use commercially reasonable efforts to operate and maintain the Platform and to process Donations in accordance with this Agreement.

Piesa Giving will use commercially reasonable efforts to comply with Applicable Laws governing its operation as a for-profit fundraising platform, including applicable state charitable solicitation registration requirements for professional fundraisers, to the extent such registrations are required.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, PIESA GIVING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM OR ANY SERVICES PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PIESA GIVING DOES NOT WARRANT THAT THE PLATFORM WILL MEET THE NONPROFIT'S REQUIREMENTS OR THAT IT WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

SECTION 10. CHARITABLE SOLICITATION COMPLIANCE

8.1 Nonprofit's Exclusive Compliance Responsibility

The Nonprofit bears sole and exclusive responsibility for ensuring that it is, at all times, fully and currently registered to solicit charitable contributions in every state in which it solicits or receives Donations through the Platform. This obligation extends to all states in which the Nonprofit's Donors are located, not merely the Nonprofit's state of formation or principal place of operations. The Nonprofit acknowledges that charitable solicitation registration requirements vary significantly by state and that the Nonprofit is solely responsible for obtaining competent legal counsel to advise it on its registration obligations in each applicable state.

8.2 Mandatory Donor Disclosures

The Nonprofit acknowledges that Piesa Giving, as a for-profit commercial fundraising platform, is required under the laws of certain states to disclose to Donors its involvement and the percentage of each Donation retained as a fee. Piesa Giving will make such disclosures on the Platform as it determines are required by Applicable Law. The Nonprofit expressly consents to all such disclosures and shall not make any representation to Donors that is inconsistent with or contradicts those disclosures.

8.3 No Guarantee of Piesa Giving Registration

While Piesa Giving will use commercially reasonable efforts to comply with applicable state professional fundraiser registration requirements, Piesa Giving makes no representation or guarantee that it is registered in every state at any given time. The Nonprofit shall not rely on Piesa Giving's registration status to satisfy its own charitable solicitation registration obligations. Each party's compliance obligations under this Section are independent.

SECTION 11. INDEMNIFICATION

9.1 Nonprofit's Indemnification Obligations

To the fullest extent permitted by Applicable Law, the Nonprofit shall indemnify, defend (with counsel reasonably acceptable to Piesa Giving), and hold harmless Good Steward Technology Group LLC d/b/a Piesa Giving and each of its members, managers, officers, employees, agents, contractors, successors, and assigns (collectively, the "Piesa Giving Indemnitees") from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and litigation costs (collectively, "Losses"), arising out of or relating to any of the following:

Any breach by the Nonprofit of any representation, warranty, covenant, or obligation under this Agreement.

Any violation by the Nonprofit of any Applicable Law, including any violation of federal or state charitable solicitation laws, tax laws, privacy laws, or anti-fraud statutes.

The Nonprofit's failure to maintain valid 501(c)(3) tax-exempt status or to obtain and maintain all required charitable solicitation registrations in any applicable state.

Any claim, investigation, or enforcement action by the IRS, any state attorney general, any charitable solicitation regulatory authority, or any other governmental body arising from or relating to the Nonprofit's activities, including its use of Donations received through the Platform.

Any unauthorized, improper, or unlawful use of Donor Data by the Nonprofit or the Nonprofit's employees, agents, or contractors.

Any data breach or unauthorized disclosure of Donor Data caused by the Nonprofit's acts or omissions.

Any misrepresentation made by the Nonprofit to Donors, to Piesa Giving, or to any regulatory authority in connection with the Nonprofit's participation on the Platform.

Any claim by a Donor arising from the Nonprofit's handling, use, or application of Donation funds.

The Nonprofit's gross negligence, fraud, or willful misconduct.

The Nonprofit's indemnification obligations under this Section 9.1 shall survive the termination or expiration of this Agreement and shall apply regardless of whether Piesa Giving was a named party in any underlying proceeding. Notwithstanding any other provision of this Agreement, any claim by the Nonprofit against Piesa Giving arising out of or relating to this Agreement must be brought within one (1) year of the date the claim first arose, or such claim shall be permanently and irrevocably barred. This shortened limitations period applies regardless of any statute of limitations that might otherwise apply under applicable law.

9.2 Piesa Giving's Indemnification Obligations

Piesa Giving shall indemnify, defend, and hold harmless the Nonprofit and its directors, officers, and employees from and against any Losses arising directly from Piesa Giving's gross negligence or willful misconduct in the operation of the Platform, provided that such Losses are not attributable to the Nonprofit's acts or omissions and are not otherwise excluded under Section 10.

9.3 Indemnification Procedure

The party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of any claim; (b) provide reasonable cooperation and assistance in connection with the defense; and (c) grant the Indemnifying Party sole control over the defense and settlement of the claim, provided that the Indemnifying Party shall not settle any claim in a manner that imposes any obligation or liability on the Indemnified Party without the Indemnified Party's prior written consent, which shall not be unreasonably withheld.

SECTION 12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PIESA GIVING OR ANY OF THE PIESA GIVING INDEMNITEES BE LIABLE TO THE NONPROFIT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE, LOSS OF ANTICIPATED DONATIONS, LOSS OF DONOR RELATIONSHIPS, LOSS OF GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM, REGARDLESS OF THE LEGAL THEORY ASSERTED AND EVEN IF PIESA GIVING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIESA GIVING'S TOTAL AGGREGATE LIABILITY TO THE NONPROFIT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM SHALL NOT EXCEED THE TOTAL AGGREGATE SERVICE FEES ACTUALLY PAID BY THE NONPROFIT TO PIESA GIVING DURING THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST AROSE (THE "LIABILITY CAP"). THE NONPROFIT ACKNOWLEDGES THAT THE LIABILITY CAP IS A REASONABLE ALLOCATION OF RISK AND THAT PIESA GIVING WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ABSENT SUCH LIMITATION.

The limitations in this Section 10 apply regardless of whether liability is based on contract, tort, strict liability, statute, or any other legal or equitable theory, and shall survive the termination or expiration of this Agreement.

SECTION 13. TERM, SUSPENSION, TERMINATION, AND ACCOUNT DEACTIVATION

11.1 Term

This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with this Section 11.

11.2 Nonprofit-Initiated Account Deactivation

The Nonprofit may deactivate its Platform account at any time by submitting a written deactivation request through the Platform interface or by providing written notice to Piesa Giving at info@piesagiving.com. Upon deactivation by the Nonprofit: (a) the Nonprofit's public profile shall be immediately removed from the Platform; (b) no new Donations shall be accepted; (c) all active Recurring Donations associated with the Nonprofit shall be automatically canceled; (d) any Net Donations fully processed and cleared through Stripe prior to the deactivation request shall be disbursed on the next regularly scheduled weekly disbursement date; and (e) the Nonprofit shall retain access to its historical Donor Data through the dashboard for ninety (90) days following deactivation.

11.3 Piesa Giving's Right to Suspend or Terminate — For Any Reason

PIESA GIVING EXPRESSLY RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO SUSPEND, RESTRICT, OR TERMINATE ANY NONPROFIT'S ACCESS TO THE PLATFORM AT ANY TIME, FOR ANY REASON OR FOR NO REASON, IMMEDIATELY AND WITHOUT PRIOR NOTICE TO THE NONPROFIT. The Nonprofit expressly acknowledges and agrees that it has no right to continued access to the Platform and that Piesa Giving's right to terminate for any reason is a fundamental and material term of this Agreement. Without limiting the foregoing, grounds for immediate suspension or termination include but are not limited to:

Any breach or suspected breach of any representation, warranty, covenant, or obligation under this Agreement.

Loss, revocation, suspension, or material restriction of the Nonprofit's 501(c)(3) tax-exempt status.

The Nonprofit's failure to maintain current charitable solicitation registrations in any required state.

Any investigation, audit, or enforcement action by a governmental or regulatory authority involving the Nonprofit.

Credible evidence or reasonable suspicion of fraud, misrepresentation, misuse of Donation funds, or any other activity that Piesa Giving believes could harm Donors, the Platform, or Piesa Giving's reputation or regulatory standing.

Any legal obligation, court order, regulatory directive, or governmental request requiring suspension or termination.

Piesa Giving's determination that the Nonprofit's continued participation presents an unacceptable legal, financial, reputational, or regulatory risk.

Discontinuation of the Platform or any material portion thereof.

Piesa Giving shall not be liable to the Nonprofit for any damages, losses, or claims of any kind arising from any suspension or termination of the Nonprofit's account, regardless of the reason therefor.

11.4 Disbursement Upon Termination — Pending Balances and Investigation Holds

Upon termination or suspension of the Nonprofit's account, the disposition of any pending Net Donation balance held in Stripe shall be determined as follows:

Termination for Non-Cause Reasons: Where Piesa Giving terminates the Nonprofit's account for reasons unrelated to suspected fraud, misrepresentation, regulatory violation, or misuse of funds, Piesa Giving will instruct Stripe to disburse any remaining Net Donation balance to the Nonprofit's connected Stripe account within thirty (30) days of termination, subject to deduction of any amounts owed to Piesa Giving or subject to pending chargebacks or disputes.

Termination or Suspension for Cause / Investigation Hold: Where the Nonprofit's account is suspended or terminated due to suspected or confirmed fraud, misrepresentation, misuse of Donation funds, regulatory violation, governmental investigation, chargeback dispute, or any other conduct that Piesa Giving believes warrants further review, Piesa Giving reserves the right to place an indefinite hold on all pending Stripe balances until the conclusion of any investigation conducted by Piesa Giving, Stripe, law enforcement, or any applicable regulatory authority. The hold shall remain in place for as long as Piesa Giving, in its sole discretion, determines is necessary to protect Donors, the Platform, and Piesa Giving's legal interests. Piesa Giving shall not be liable for any damages resulting from such a hold.

11.5 Survival

The following Sections shall survive the termination or expiration of this Agreement: Section 1 (Definitions), Section 5 (Donor Data), Section 6 (Nonprofit Representations), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 12 (Dispute Resolution), and Section 13 (General Provisions).

SECTION 14. DISPUTE RESOLUTION — MANDATORY BINDING ARBITRATION

12.1 Mandatory Binding Arbitration

ANY AND ALL DISPUTES, CONTROVERSIES, CLAIMS, OR CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PLATFORM, OR THE RELATIONSHIP BETWEEN THE PARTIES, INCLUDING ANY DISPUTE REGARDING THE FORMATION, VALIDITY, ENFORCEABILITY, INTERPRETATION, PERFORMANCE, OR BREACH OF THIS AGREEMENT, SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION. THE PARTIES EXPRESSLY AND IRREVOCABLY WAIVE THEIR RIGHT TO A TRIAL BY JURY AND THEIR RIGHT TO RESOLVE ANY DISPUTE IN COURT, EXCEPT AS PROVIDED IN SECTION 12.6.

12.2 Arbitration Rules and Procedures

Arbitration shall be conducted by a single neutral arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA), as modified by this Section 12. The arbitration shall be seated in Cook County, Illinois and shall be conducted in the English language. The arbitrator shall be selected in accordance with AAA procedures. All arbitration proceedings, submissions, and the arbitral award shall be confidential and shall not be disclosed to any third party except as required by law or to enforce the award. The arbitrator shall have authority to award any remedy that would be available in a court of law, subject to the limitations in Section 10.

12.3 Governing Law

This Agreement and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to any conflicts of law principles that would require the application of the law of any other jurisdiction.

12.4 Pre-Arbitration Notice Requirement

Before initiating arbitration, the party asserting a claim shall provide the other party with written notice of the dispute describing in reasonable detail the nature of the claim and the relief sought. The parties shall then engage in good-faith negotiations for thirty (30) days following delivery of the notice to attempt to resolve the dispute without arbitration. If not resolved within that period, either party may initiate arbitration.

12.5 Attorneys' Fees — Loser Pays

In any arbitration proceeding under this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys' fees, arbitration fees, and costs incurred in connection with the arbitration. The arbitrator shall have authority to determine which party, if any, is the prevailing party for purposes of this fee-shifting provision.

12.6 Limited Exception for Equitable Relief

Notwithstanding the foregoing, either party may seek immediate injunctive, emergency, or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm or to preserve the status quo pending resolution of a dispute through arbitration. The seeking of such relief shall not constitute a waiver of the right to arbitrate the underlying dispute.

SECTION 15. GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement, together with the Nonprofit Enrollment Form and any exhibits or amendments incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, agreements, and understandings between the parties, whether oral or written.

13.2 Amendments

Piesa Giving reserves the right to amend, modify, or update this Agreement at any time upon thirty (30) days' prior written notice to the Nonprofit, which may be provided by email to the address on file or by posting notice on the Platform. The Nonprofit's continued use of the Platform following the effective date of any amendment constitutes binding acceptance of the amended Agreement. If the Nonprofit does not agree to any amendment, its sole remedy is to deactivate its account prior to the effective date of the amendment.

13.3 Notices

All notices required or permitted under this Agreement shall be in writing and delivered by email to the addresses on file for each party. Notices to Piesa Giving shall be directed to info@piesagiving.com. Notices are deemed delivered upon confirmation of transmission. Each party is responsible for maintaining a current and accurate email address on file.

13.4 No Waiver

No failure or delay by either party in exercising any right, remedy, or privilege under this Agreement shall operate as a waiver thereof. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

13.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

13.6 Independent Contractors

The parties are and shall remain independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other or to incur any obligation on the other's behalf.

13.7 Assignment

The Nonprofit may not assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Piesa Giving, which may be withheld in Piesa Giving's sole discretion. Any purported assignment in violation of this Section shall be null and void. Piesa Giving may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

13.8 Force Majeure

Piesa Giving shall not be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, governmental action, cyberattacks, failures of third-party service providers including Stripe, Inc. and Amazon Web Services, Inc. (AWS), internet or telecommunications failures, or any other cause outside of Piesa Giving's reasonable control.

13.9 Electronic Execution and E-Sign Compliance

This Agreement may be executed electronically. The Nonprofit's completion of the electronic enrollment process — including typed-name electronic signature and confirmation checkbox — constitutes a legally binding signature for all purposes under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and applicable state electronic signature laws. A complete record of the Nonprofit's electronic execution, including the typed name, date, time, and IP address, shall be maintained by Piesa Giving and shall be admissible as evidence of the Nonprofit's agreement to the terms hereof.

13.10 Headings

Section headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any provision.

EXECUTION AND ELECTRONIC SIGNATURE

BY COMPLETING THE ENROLLMENT PROCESS ON THE PIESA GIVING PLATFORM, INCLUDING BY TYPING YOUR FULL LEGAL NAME IN THE ELECTRONIC SIGNATURE FIELD AND CHECKING THE AUTHORIZATION CHECKBOX, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT YOU UNDERSTAND ITS TERMS, AND THAT YOU AGREE TO BE LEGALLY BOUND BY ALL OF ITS PROVISIONS ON BEHALF OF THE NONPROFIT ORGANIZATION IDENTIFIED IN THE ENROLLMENT FORM.

You further represent and warrant that: (a) you are an Authorized Representative of the Nonprofit with full legal authority to execute this Agreement and bind the Nonprofit to its terms; (b) all information provided in the Enrollment Form is accurate, complete, and not misleading; and (c) the Nonprofit satisfies all eligibility requirements and has provided or will promptly provide all required documentation under Section 2 of this Agreement.The inclusion of a nonprofit organization on the Platform does not constitute an endorsement, approval, recommendation, or expression of agreement by Piesa Giving, Good Steward Technology Group LLC, or any of their members, managers, officers, or employees with respect to that nonprofit's mission, programs, activities, religious beliefs, political views, positions on social issues, affiliations, or any other aspect of that organization's identity or operations. Piesa Giving lists a wide variety of nonprofit organizations across many causes, belief systems, and communities. Approval for listing reflects only that an organization has satisfied Piesa Giving's eligibility requirements and content standards at the time of enrollment — it is not a statement of alignment, agreement, or support of any kind.

3.6 Listing Approval Criteria

The Piesa Giving team evaluates nonprofit applications based on multiple factors, which may include but are not limited to:

Valid and current 501(c)(3) tax-exempt status as confirmed by IRS documentation;

Submission of all required enrollment documentation including EIN verification and good standing certification;

Current good standing with the IRS, state of formation, and all applicable regulatory authorities;

Compliance with all applicable state charitable solicitation registration requirements;

Consistency of the nonprofit's stated mission with its IRS-approved purposes;

The nonprofit's history, reputation, and any prior regulatory, legal, or disciplinary matters;

Compliance with Piesa Giving's content standards as described in Section 3.7 below;

Any other factors the Piesa Giving team determines are relevant in its sole and absolute discretion.

Satisfaction of the minimum eligibility requirements described in Section 2 does not guarantee approval for listing on the Platform. Piesa Giving reserves the right to decline any application or remove any listed nonprofit at any time for any reason, including reasons not listed above, in its sole and absolute discretion.

3.7 Prohibited Content — Grounds for Rejection or Removal

Piesa Giving will reject or remove any nonprofit organization from the Platform if the Piesa Giving team determines, in its sole and absolute discretion, that the nonprofit promotes, engages in, supports, or is associated with any of the following:

Hate speech: Content, messaging, or activities that promote, incite, or glorify hatred, discrimination, or hostility toward any individual or group based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or any other protected characteristic;

Violence or incitement: Content or activities that promote, glorify, incite, or facilitate violence, physical harm, or threats against any individual, group, or community;

Terrorism or extremism: Any affiliation with, support for, or promotion of terrorist organizations, extremist ideologies, or groups designated as hate organizations by recognized authorities;

Unlawful discrimination: Programs or activities that unlawfully discriminate against individuals in the provision of charitable services in violation of applicable federal or state law;

Fraud or misrepresentation: Misrepresentation of the nonprofit's mission, tax-exempt status, use of funds, leadership, or any other material information provided to Piesa Giving or to donors;

Financial misconduct: Evidence of misuse, misappropriation, or diversion of charitable funds, or any finding by a regulatory authority of financial impropriety;

Illegal activity: Any activity that violates applicable federal, state, or local law, including without limitation money laundering, tax fraud, or violations of charitable solicitation law;

Exploitation of vulnerable populations: Programs or activities that exploit, endanger, or cause harm to children, elderly individuals, or other vulnerable populations;

Content harmful to public safety: Any content, messaging, or activity that Piesa Giving reasonably believes poses a risk to public safety, national security, or the well-being of the donor community;

Reputational harm: Any conduct, association, or public controversy that Piesa Giving determines, in its sole judgment, could damage Piesa Giving's reputation, create legal exposure, or undermine donor trust in the Platform.

The grounds listed above are illustrative and not exhaustive. Piesa Giving reserves the right to reject or remove any nonprofit based on any factor it deems relevant, even if not specifically listed above. The Nonprofit acknowledges and agrees that Piesa Giving's content standards may evolve over time and that continued listing on the Platform requires continued compliance with the standards in effect at any given time.

3.8 No Endorsement; No Implied Relationship

PIESA GIVING RETAINS SOLE, ABSOLUTE, AND UNREVIEWABLE AUTHORITY TO DETERMINE WHICH NONPROFIT ORGANIZATIONS ARE APPROVED FOR LISTING ON THE PLATFORM, WHICH ARE FEATURED, WHICH ARE REMOVED, AND WHICH ARE DECLINED — AT ANY TIME AND FOR ANY REASON. These decisions are made entirely at the discretion of the Piesa Giving team and are not subject to appeal, challenge, grievance, or review by any nonprofit, user, or third party. No nonprofit organization has any right, entitlement, or legitimate expectation to be listed, retained, or featured on the Platform. Piesa Giving's listing and approval decisions may be based on any criteria the team deems relevant, may change at any time, and may be applied differently across organizations without creating any obligation of consistency or uniform treatment.

The Nonprofit acknowledges and agrees that Piesa Giving's listing of the Nonprofit's profile on the Platform does not create any express or implied partnership, affiliation, sponsorship, or endorsement relationship between Piesa Giving and the Nonprofit, and the Nonprofit shall not represent or imply otherwise in any of its own communications, marketing materials, or solicitations.

3.9 No Warranty on Nonprofit-Provided Content

PIESA GIVING MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND REGARDING THE ACCURACY, COMPLETENESS, TRUTHFULNESS, OR RELIABILITY OF ANY INFORMATION, CONTENT, DESCRIPTIONS, MISSION STATEMENTS, PROGRAM DESCRIPTIONS, FINANCIAL DISCLOSURES, OR OTHER MATERIALS PROVIDED BY ANY NONPROFIT ORGANIZATION AND DISPLAYED ON THE PLATFORM. All such content is provided solely by the Nonprofit and published on the Platform in reliance on the Nonprofit's representations and warranties. Piesa Giving does not independently verify, audit, fact-check, or monitor the accuracy of any Nonprofit-provided content. PIESA GIVING SHALL BEAR NO LIABILITY WHATSOEVER TO ANY DONOR, USER, REGULATORY AUTHORITY, OR ANY OTHER THIRD PARTY ARISING FROM OR RELATING TO ANY INACCURATE, MISLEADING, INCOMPLETE, OUTDATED, OR FRAUDULENT CONTENT PROVIDED BY ANY NONPROFIT AND DISPLAYED ON THE PLATFORM. The Nonprofit shall indemnify, defend, and hold harmless the Piesa Giving Indemnitees from and against any and all Losses arising from any claim that Nonprofit-provided content displayed on the Platform is inaccurate, misleading, defamatory, infringing, or otherwise unlawful.

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