FundraiserMax LLC Terms and Conditions Agreement

Effective Date: March 9, 2026Version 1.0

1. Scope and Acceptance

Customer acknowledges and agrees to the following terms and conditions of service (this “Agreement”), entered into between Customer and FundraiserMax LLC (“FundraiserMax”), which govern Customer's access to and use of the Service. Capitalized terms not otherwise defined herein shall have the meaning given to them in Section 14.7 (Definitions).

Unless explicitly stated otherwise, any new features that augment or enhance the Service and any new service(s) subsequently procured by Customer after executing this Agreement shall be subject to this Agreement.

1.1. Term and Renewal

Access to FundraiserMax is provided on a no-obligation thirty (30) day basis. There are no termination or exit fees of any kind. Customer may add or remove Users month by month as needed. Either party may terminate this Agreement with thirty (30) days' written notice.

Unless sooner terminated, the obligations of this Agreement (including confidentiality, lawful conduct, and security provisions) shall apply for an initial term of one (1) year from the Effective Date and shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the date on which automatic renewal would otherwise occur.

2. Service Requirements and Use

2.1. Internet Access

Customer understands that a DSL, cable, or other high-speed Internet connection is required for proper transmission of the Service. Customer is responsible for procuring and maintaining all network connections, including browser software that supports protocols used by FundraiserMax (including SSL). Customer agrees to follow all logon procedures for services that support such protocols.

2.2. Accuracy of Contact Information

Customer shall provide accurate, current, and complete information including its legal business name, address, email address, and phone number, and shall promptly update such information if it changes.

2.3. Users, Passwords, and Access

Customer shall authorize one or more employees or agents to access FundraiserMax. Each authorized individual is a “User” for purposes of this Agreement. Each User is permitted to be logged in on a single device at any given time. User login credentials are solely for designated Users, may not be shared, but may be reassigned to another User as needed.

Customer is responsible for the integrity and confidentiality of all User passwords, usernames, and all Electronic Communications transmitted through the Service under Customer's account. FundraiserMax will act as though any Electronic Communications received under Customer's credentials were sent by Customer. Customer shall use commercially reasonable efforts to prevent unauthorized access to the Service and shall promptly notify FundraiserMax of any unauthorized access or use, or any loss or theft of User credentials.

2.4. Lawful Conduct

Customer shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with its use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation. Customer shall not send any Electronic Communications from the Service that are unlawful, harassing, libelous, defamatory, or threatening, or that involve any of the following:

  • Using non-permission-based email lists (where recipients have not affirmatively opted in).
  • Using purchased or rented email lists.
  • Using third-party email addresses, domain names, or mail servers without proper permission.
  • Sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com).
  • Sending emails that result in a significant number of spam or UCE complaints.
  • Failing to include a working “unsubscribe” link in each email.
  • Failing to honor an unsubscribe request within 10 days of receipt.
  • Failing to include a link to the then-current Privacy Policy in each email.
  • Disguising the origin or subject matter of any email, or falsifying originating email address, subject line, headers, or transmission path information.
  • Failing to include Customer's valid physical mailing address or a link to it in each email.

No part of the Service may be copied, reproduced, distributed, republished, displayed, posted, or transmitted in any form. Customer shall not access the Service by any means other than through interfaces provided by FundraiserMax, and shall not mirror, frame, or create Internet links to the Service that include log-in information, usernames, passwords, or secure cookies.

Customer shall ensure that all access and use of the Service by its Users, including contractors, agents, and Affiliates, complies with this Agreement. Any breach by such parties acting within the scope of their engagement with Customer shall be deemed a breach by Customer.

2.5. Third-Party Services

FundraiserMax may offer certain third-party services or data for sale. Any procurement by Customer of such third-party applications or services is solely between Customer and the applicable third-party provider. No procurement of third-party services is required to use the Service.

2.6. Security and Data Transmission

FundraiserMax shall maintain reasonable administrative, physical, and technical safeguards to protect the confidentiality and integrity of “Customer Data.” All Customer communications over networks and servers owned and operated exclusively by FundraiserMax are encrypted and secured using SSL and other appropriate technologies.

Customer acknowledges that the technical processing and transmission of Electronic Communications is fundamentally necessary to use of the Service and expressly consents to FundraiserMax's interception and storage of such communications as required to provide the Service. Customer further acknowledges that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet. FundraiserMax is not responsible for any Electronic Communications or Customer Data that are delayed, lost, altered, intercepted, or stored during transmission across networks not exclusively owned or operated by FundraiserMax.

3. Service Level and Support

3.1. Service Level

During the Term, FundraiserMax commits to provide 99.5% uptime with respect to the Service during each month, excluding regularly scheduled maintenance. If the Service fails to achieve this uptime commitment in any month and Customer was negatively impacted, Customer shall be entitled, as its sole and exclusive remedy, to a service credit. FundraiserMax's system logs and other records shall be used for calculating service level events.

3.2. Support and Professional Services

As part of the Service, FundraiserMax provides Customer with Help Documentation and online resources. FundraiserMax also offers optional, fee-based training, professional services consultation, and support services. Customer acknowledges that FundraiserMax has extensive experience assisting customers and that not following FundraiserMax's advice or not engaging FundraiserMax for professional services may limit Customer's ability to fully realize the benefits of the Service.

Where FundraiserMax provides professional services (such as data migration, custom configuration, or template design), Customer retains ownership of any custom deliverables created specifically for Customer. FundraiserMax retains all rights in its underlying tools, methodologies, know-how, and any pre-existing intellectual property used in the delivery of such services. Customer grants FundraiserMax a limited, non-exclusive right to use Customer-provided materials solely to deliver the requested professional services.

4. Confidentiality

“Confidential Information” includes the terms of this Agreement, Customer Data, each party's proprietary technology, business processes, technical product information, designs, issues, all communications between the parties regarding the Service, and any information clearly identified in writing at the time of disclosure as confidential.

Confidential Information does not include information that: (1) is publicly known; (2) was generally known in the industry before disclosure; (3) becomes publicly known without fault of the receiving party; (4) the receiving party obtains from a third party not bound by non-disclosure obligations with the lawful right to disclose; or (5) is aggregate data regarding use of FundraiserMax's products and services that does not contain personally identifiable or Customer-specific information.

While specific terms of this Agreement shall not be disclosed except as set forth above, the existence of an Agreement may be disclosed, and Customer permits FundraiserMax to identify Customer as a client for advertising or marketing purposes.

Each party agrees: (a) to keep confidential all Confidential Information; (b) not to use or disclose Confidential Information except as necessary to perform its obligations or exercise rights under this Agreement; (c) to protect Confidential Information with the same degree of care it uses for its own similar information (at minimum, a reasonable degree of care, including entering credit card data and social security numbers only in designated fields); and (d) to make Confidential Information available only to authorized persons on a need-to-know basis.

Either party may disclose Confidential Information to contractors and service providers bound by written confidentiality agreements. Disclosure compelled by law or court order is permitted, provided the disclosing party gives written notice to the other party before disclosure is made.

5. Data Ownership and Retention

As between FundraiserMax and Customer, all title and intellectual property rights in and to Customer Data are owned exclusively by Customer. FundraiserMax, as part of its standard Service offering, makes daily backup copies of Customer Data and stores such data for a period consistent with its standard business processes, which shall not be less than ninety (90) days.

6. Intellectual Property

All rights, title, and interest in and to all intellectual property in the Service -- including operations, applications, processes, systems, design, coding, content, hardware designs, algorithms, software, user interface designs, architecture, class libraries, know-how, and trade secrets -- are owned exclusively by FundraiserMax. Except as provided in this Agreement, the license granted to Customer does not convey any rights or ownership in the Service or any related intellectual property.

FundraiserMax shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or those acting on Customer's behalf.

FundraiserMax marks, logos, and product and service names are marks of FundraiserMax. Customer shall not display or use FundraiserMax marks without express prior written permission. Third-party marks are the property of their respective owners and may not be used without the applicable third party's prior written consent.

7. Dispute Resolution

7.1. Informal Resolution

In the event any claims, disputes, or controversies of any kind arise relating to this Agreement, whether arising from the Agreement itself or from alleged extra-contractual facts (including fraud, misrepresentation, negligence, or any other alleged tort), the parties or their authorized representatives shall first meet or confer by telephone in good faith to resolve the matter within fourteen (14) business days after written notice of the issue is provided to the other party.

7.2. Binding Arbitration

If resolution cannot be reached within fourteen (14) business days, the dispute shall be decided by arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association then in effect and in accordance with Title 9 of the United States Code. Notice of demand for arbitration must be provided in writing within one hundred twenty (120) days after the dispute has arisen; time is of the essence. All applicable statutes of limitation shall apply.

Arbitration shall be decided by a panel of three (3) arbitrators selected under the Commercial Arbitration Rules. Arbitration shall be initiated and conducted in San Francisco, California, in English, within thirty (30) consecutive days after the written demand is delivered unless mutually agreed otherwise. The arbitrators shall adjudicate all disputes in accordance with California law. The award shall be in writing with written findings of fact and shall be final and binding, and judgment may be entered in any court having jurisdiction.

The arbitrators shall award to the prevailing party all reasonable costs and fees, including arbitrators' fees, administrative fees, travel expenses, court costs, witness fees, and attorneys' fees. This section provides the sole recourse for the settlement of disputes arising out of or related to this Agreement. This Section 7.2 shall not apply to indemnification or defense procedures pursuant to Section 11 (Indemnification).

7.3. Non-Arbitration Forum and Venue

For ancillary proceedings not inconsistent with Section 7.2, or in the event that a challenge to the jurisdiction of the arbitrator or the validity of the arbitration agreement is sustained, the parties irrevocably submit to the exclusive jurisdiction of the courts of the State of California located in San Francisco County or the United States District Court for the Northern District of California, and waive all defenses of inconvenient forum or improper venue.

7.4. Waiver of Jury Trial and Class Action

CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT, WITH RESPECT TO ANY DISPUTE WITH FUNDRAISERMAX, ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AND MEMBERS RELATING TO OR ARISING FROM CUSTOMER'S USE OF THE SERVICE OR THIS AGREEMENT, CUSTOMER IS GIVING UP THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING SUCH DISPUTE.

By executing this Agreement, the parties acknowledge that they may otherwise have a right to litigate disputes through a court and to a jury trial, but that they prefer to resolve all disputes through arbitration. The parties acknowledge that they are waiving their right to jury trial by consenting to binding arbitration.

8. Warranties

8.1. Warranty of Functionality

FundraiserMax warrants that (i) the Service will achieve in all material respects the functionality described in the applicable Help Documentation, and (ii) such functionality will not be materially decreased during the Term.

Customer's sole and exclusive remedy for breach of this warranty shall be that FundraiserMax will use commercially reasonable efforts to restore the functionality described in the Help Documentation. If FundraiserMax is unable to restore such functionality, Customer shall be entitled to terminate this Agreement and receive a pro-rata refund of subscription fees paid for the terminated portion of the Term. FundraiserMax shall have no obligation with respect to a warranty claim unless notified within sixty (60) days of the first instance of any material functionality problem, via notice to support@fundraisermax.com.

8.2. No Malicious Code

FundraiserMax warrants that the Service will be free of viruses, Trojan horses, worms, spyware, or other malicious code, except for any malicious code contained in Customer-uploaded attachments or otherwise originating from Customer.

9. Disclaimer of Warranties

EXCEPT AS STATED IN SECTION 8 ABOVE, FUNDRAISERMAX DOES NOT REPRESENT THAT CUSTOMER'S USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT ALL ERRORS IN THE SERVICE OR DOCUMENTATION WILL BE CORRECTED, OR THAT THE OVERALL SYSTEM THAT MAKES THE SERVICE AVAILABLE (INCLUDING THE INTERNET, OTHER TRANSMISSION NETWORKS, AND CUSTOMER'S LOCAL NETWORK AND EQUIPMENT) WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE WARRANTIES STATED IN SECTION 8 ARE THE SOLE AND EXCLUSIVE WARRANTIES OFFERED BY FUNDRAISERMAX. THERE ARE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN SECTIONS 3.1, 8.1, AND 8.2, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS FOR COMMERCIAL USE ONLY. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR CUSTOMER'S PURPOSES.

10. Limitation of Liability

IN NO EVENT SHALL FUNDRAISERMAX BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE, OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION OR CLAIM FROM OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT FUNDRAISERMAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Except with regard to amounts due under this Agreement and a party's breach of Section 4 (Confidentiality), the maximum liability of FundraiserMax arising out of or in connection with the Service, whether based on breach of contract, breach of warranty, negligence, tort, statutory duty, or otherwise, shall not exceed the equivalent of one (1) month of subscription fees applicable at the time of the event. In the event of a breach of Section 4 (Confidentiality), such maximum liability shall be three (3) times the equivalent of one (1) month of subscription fees applicable at the time of the event.

FundraiserMax shall not be liable to Customer to the extent such liability would not have occurred but for Customer's failure to comply with this Agreement. The parties acknowledge that these limitations are integral to the fee structure and that fees would be substantially higher were FundraiserMax to assume further liability. The limitations of liability in this section shall not apply to either party's indemnity obligations as set forth in Section 11.

11. Indemnification

11.1. Infringement

FundraiserMax shall, at its own expense, defend Customer against any third-party claims alleging that the Service, as used in accordance with this Agreement, infringes upon third-party copyrights, trade secrets, trademarks, or patents, and shall hold Customer harmless from resulting liability, damages, and costs (including reasonable attorneys' fees).

This obligation does not extend to infringement claims arising from: (a) Customer's use of the Service in violation of this Agreement or applicable law; (b) continued use after FundraiserMax notifies Customer to discontinue; (c) modifications not made by FundraiserMax; or (d) use of the Service in combination with software or services not provided by FundraiserMax.

If an infringement claim is brought or threatened, FundraiserMax shall, at its sole option and expense, use commercially reasonable efforts to: (a) procure a protective license at no cost to Customer; (b) modify or replace the Service to avoid infringement with substantially similar capabilities; or (c) if neither is commercially feasible, terminate this Agreement and provide a pro-rata refund of subscription fees for the terminated portion of the Term.

11.2. Disclosure of Customer Data

FundraiserMax shall defend Customer against any claim arising from FundraiserMax's gross negligence or willful misconduct in preventing unauthorized access to confidential Customer Data, and shall hold Customer harmless from resulting liability.

Where FundraiserMax is at fault but such fault does not rise to gross negligence or willful misconduct, FundraiserMax shall defend Customer subject to the liability limitations in Section 10 and hold Customer harmless to the extent based on FundraiserMax's breach of Section 4 (Confidentiality). Provided FundraiserMax complies with this Section 11.2, Customer's sole remedy shall be termination with a pro-rata refund.

11.3. Customer's Indemnity

Customer shall defend FundraiserMax against claims (i) alleging that Customer Data or Customer's trademarks infringe intellectual property rights or have caused harm to a third party, or (ii) arising from Customer's breach of Section 2.4 (Lawful Conduct) or Section 4 (Confidentiality), and shall hold FundraiserMax harmless from resulting liability.

11.4. No Liability for Fundraising Activities

Customer understands that FundraiserMax provides a software platform rather than a solicitation platform. Customer agrees to hold FundraiserMax harmless from any claims and losses arising out of or related to Customer's fundraising activities.

11.5. Indemnification Procedures and Survival

The indemnified party shall: (i) promptly notify the indemnifying party in writing; (ii) allow the indemnifying party sole control of its defense and settlement; and (iii) cooperate in all reasonable respects at the indemnifying party's expense. Failure to notify shall not relieve the indemnifying party's obligations but shall reduce liability to the extent of any damages attributable to such failure. The indemnification obligations in this Section 11 survive termination of this Agreement for one (1) year.

12. Suspension and Termination

12.1. Suspension for Delinquent Account

FundraiserMax may suspend Customer's access and any Affiliate sub-accounts for (i) accounts with any payment due but unpaid after two (2) delinquency notices and at least seven (7) days from the first notice, or (ii) accounts where Customer has not paid for the renewal term and has not notified FundraiserMax of its desire to renew by the end of the current Term.

12.2. Suspension for Ongoing Harm

FundraiserMax may, with reasonably contemporaneous telephonic notice, suspend access if it reasonably concludes that Customer's Service is being used for denial-of-service attacks, spamming, or illegal activity, or is causing immediate, material, and ongoing harm. FundraiserMax will use commercially reasonable efforts to limit suspension to the offending portion of the Service.

12.3. Termination for Cause

Either party may immediately terminate this Agreement if the other party commits a material breach not cured within thirty (30) days of written notice. Such notice shall expressly state the reasons for the claimed breach in sufficient detail to provide a meaningful opportunity to cure.

Upon termination or expiration, Customer shall have no rights to continue use of the Service. If terminated by Customer for any reason other than a termination expressly permitted by this Agreement, FundraiserMax shall be entitled to all fees due for the entire Term. If terminated as a result of FundraiserMax's breach, Customer shall be entitled to a pro-rata refund for the terminated portion of the Term.

12.4. Handling of Customer Data Upon Termination

Following termination, FundraiserMax may immediately deactivate Customer's account and, after a period of not less than ninety (90) days, delete Customer's account from its live systems. During this 90-day period and upon request, FundraiserMax will grant Customer limited access for the sole purpose of retrieving Customer Data and will also email Customer Data upon request, provided all good-faith undisputed amounts owed to FundraiserMax have been paid in full.

13. Modification of Service

FundraiserMax may modify the Service from time to time and will use commercially reasonable efforts to notify Customer of material modifications. FundraiserMax reserves the right to discontinue the Service at the conclusion of Customer's then-current Term.

If a modification has a material adverse financial impact on the Service provided to Customer and Customer gives prompt notice upon becoming aware of such impact, Customer shall be entitled, as its sole and exclusive remedy, to a refund of Customer's losses capped at the amount of subscription fees paid for the period during which the Service was materially adversely impacted.

14. General Provisions

14.1. Restrictions on Transfer

This Agreement shall not be assigned, sublicensed, or otherwise transferred by Customer without the prior written consent of FundraiserMax. Any attempted transfer in violation of this provision shall be void.

14.2. Governing Law

This Agreement shall be construed in accordance with the laws of the State of California.

14.3. Severability

If any provision of this Agreement is held to be contrary to law, the remaining provisions shall remain in full force and effect.

14.4. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original. Facsimile or PDF signatures shall be deemed original signatures.

14.5. Entire Agreement

This Agreement constitutes the entire agreement between FundraiserMax and Customer and supersedes all prior agreements and understandings, whether written or oral, with respect to the subject matter hereof.

14.6. Plural and Singular

Whenever required by context, the singular shall include the plural and the plural shall include the singular.

14.7. Definitions

  • “Affiliates” means any entity which directly or indirectly controls, is controlled by, or is under common control with Customer.
  • “Claim” means any suit, legal action, complaint, or proceedings, whether administrative or judicial.
  • “Customer Data” means all electronic data or information submitted to the Service by Customer or its Affiliates.
  • “Electronic Communications” means any transfer of signs, signals, text, images, sounds, data, or intelligence transmitted electronically through the Service.
  • “Help Documentation” means the online help center documentation describing Service features, including User Guides, which may be updated from time to time.
  • “Service” means, collectively, FundraiserMax's online application suite.
  • “Term” means the initial term or any renewal term during which this Agreement is in effect, as set forth in Section 1.