These Terms of Service (“Terms”) govern Customer’s access to and use of the Services. By executing an Order Form that references these Terms, Customer agrees to be bound by these Terms.

1. AGREEMENT STRUCTURE.
   
   1. Agreement.
      These Terms govern Customer’s access to and use of haku’s platform and related services. These Terms, together with the applicable Order Form, Exhibit A (Description of Services), any applicable Data Processing Addendum, any applicable Service Level Agreement or Support Terms, and any written addendum signed by both parties, form the agreement (the “Agreement”) between Customer and haku. Customer and haku are each a “Party” and together, the “Parties.”
   2. Acceptance.
      By executing an Order Form that references these Terms, Customer agrees to be bound by the Agreement. The Agreement is effective as of the effective date stated in the applicable Order Form.
   3. Online Terms Updates.
      haku may update these Terms from time to time by posting an updated version on haku’s website or otherwise making the updated version available to Customer. Any non-material update becomes effective upon posting or on any later date stated in the update.
      For any update that materially changes these Terms, haku will provide Customer with at least thirty (30) days’ prior written notice, which may be provided by email to Customer’s account contact on file. Material updates may include changes reasonably necessary to reflect changes in applicable law, regulatory requirements, security practices, industry standards, or the functionality or operation of the Services. Customer may object to a material update by providing written notice to haku before the effective date of the update. If Customer timely objects, Customer may terminate the affected Order Form effective as of the effective date of the material update by providing written notice to haku before that date. If Customer continues to use the Services after the effective date of the material update, Customer will be deemed to have accepted the material update. Customer’s sole remedy with respect to a material update to which Customer objects is termination of the affected Order Form in accordance with this Section 1.3.
   4. Order of Precedence. If there is a conflict among the documents that make up the Agreement, the following order of precedence applies: (a) any applicable Data Processing Addendum, but only with respect to its subject matter; (b) any written addendum signed by both parties, but only with respect to the matters expressly addressed in that addendum; (c) the applicable Order Form, but only with respect to the commercial terms expressly stated in the Order Form; (d) any applicable Service Level Agreement or Support Terms, but only with respect to its subject matter; (e) Exhibit A, but only with respect to the description of the Services; and (f) these Terms. For the avoidance of doubt, no online policy or other document incorporated by reference will amend or override any provision in the Order Form, any written addendum signed by both parties, any applicable Data Processing Addendum, or any applicable Service Level Agreement or Support Terms unless expressly stated in such document.
   5. No Other Terms. Any purchase order, procurement form, onboarding portal, vendor registration form, or similar document issued by Customer is for administrative convenience only and does not amend or supplement the Agreement, even if referenced by haku.
   6. Definitions. For purposes of this Agreement:

“Affiliate” means, with respect to a Party, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that Party. For purposes of this definition, “Control” means the direct or indirect power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

“Authorized User” means any employee, contractor, agent, or other individual authorized by Customer to access and use the Services on Customer’s behalf in accordance with this Agreement.

“Customer Content” means any data, text, images, audio, video, messages, materials, or other content provided by or on behalf of Customer, including Event-related content, branding, communications, materials, and other information or materials made available by Customer through the Services.

“Customer Data” means information, data, and other content submitted by or collected from Customer, Participants, or any Authorized User through the Services on Customer’s behalf, but excludes aggregated, de-identified, or anonymized data that does not identify Customer, any Participant, or any other individual.

“Documentation” means haku’s standard user guides, technical documentation, usage instructions, or other written materials, if any, that haku makes generally available to Customer for use with the Services.

“Event” means any race, endurance event, or other event created, managed, promoted, sold, or administered by Customer through the Services.

“Order Form” means an ordering document, purchase document, or other written ordering instrument executed by the parties or otherwise accepted by haku that identifies the Services purchased by Customer and the applicable commercial terms.

“Participant” means any individual who registers for, purchases, donates to, interacts with, or otherwise participates in an Event through the Services.

“Payment” means any payment processed through the Services in connection with an Event, including registration fees, donations, merchandise purchases, membership purchases, and other amounts collected through the Services.

“Security Incident” means any unauthorized access to, acquisition of, disclosure of, alteration of, or destruction of Customer Data that materially compromises the security, confidentiality, or integrity of Customer Data, excluding unsuccessful attempts or events that do not result in unauthorized access to Customer Data.

“Services” means haku’s hosted software platform and related services described in this Agreement, including Exhibit A and the applicable Order Form.

“Transaction Fee” means the fee charged by haku for transactions processed through the Services, as set forth in the applicable Order Form.

“Effective Date” means the effective date stated in the applicable Order Form.

“Event Registration Fees” means the registration fees and other amounts paid by Participants to register for an Event through the Services.

“Personal Data” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable natural person.

“Platform Content” means any content, materials, information, software, functionality, designs, graphics, interfaces, text, images, audio, video, compilations, and other materials made available by or on behalf of haku through the Services, other than Customer Content and Customer Data.

“Trademarks” means haku’s names, logos, trademarks, service marks, trade names, trade dress, and other brand identifiers.

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2. haku RESPONSIBILITIES
   
   1. Provision of Services. haku will make the Services available to Customer during the applicable term in accordance with the Agreement and the applicable Order Form. haku will comply with laws applicable to haku as a provider of the Services. haku may update, maintain, modify, or reconfigure the Services from time to time in the ordinary course of operating and improving the Services, and will use commercially reasonable efforts to minimize material disruption from scheduled maintenance and service changes.
   2.  Protection of Customer Data; haku Controller Data.  
      
      1. Protection of Customer Data. haku will process Customer Data, including  Personal  Data submitted by or collected from Participants through the Services on Customer’s behalf, in accordance with the Agreement, including any applicable Data Processing Addendum. Customer Data is processed by haku  on Customer’s behalf and  does not include  haku Controller Data (defined below).
      2. haku Controller Data. 
         
         1. “haku Controller Data” means Customer information processed by haku for its own business purposes and includes Customer account information, contact information, billing and payment information, service administration data, call and meeting recordings, transcripts, summaries, notes, related metadata, and usage data . haku may process haku Controller Data to provide, administer, secure, support, analyze, and improve the Services and haku’s business operations; communicate with Customer, Authorized Users, and Customer personnel; manage Customer relationships; conduct training, quality assurance, analytics, and operational review; enforce the Agreement; comply with law; and protect the rights, property, safety, and security of haku, the Services, Customers, Participants, and third parties. 
         2. haku may record, transcribe, summarize, and analyze telephone calls, video meetings, support sessions, demos, implementation sessions, trainings, and other communications with Customer, Authorized Users, or Customer personnel using haku systems or third-party service providers, including AI-enabled tools, for note-taking, customer support, quality assurance, training, analytics, service administration, security, dispute resolution, and operational purposes. haku may provide notice of recording or transcription through a meeting invitation, platform recording notice, automated phone prompt, statement by haku personnel, or other reasonable means. If a participant does not wish to be recorded or transcribed, the participant should notify haku before or at the start of the call or meeting, leave the call or meeting when recording is announced, or request an alternative means of communication. Customer is responsible for ensuring that personnel and other attendees invited by Customer are authorized to participate in recorded or transcribed communications with haku. 
         3. Data Safeguards and Preservation. haku will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction. Customer acknowledges that no method of transmission over the Internet or electronic storage is completely secure, and haku is not responsible for any interception, loss, alteration, or unauthorized access arising from Customer’s systems, networks, email, credentials, configurations, or other systems or services outside haku’s reasonable control. haku may preserve and disclose Customer Data and Customer Content to the extent reasonably necessary to: (i ) comply with applicable law, legal process, or governmental request; ( ii) enforce the Agreement; ( iii) respond to claims that Customer Content violates applicable law or third-party rights; or ( iv) protect the rights, property, safety, or security of haku, the Services, Customers, Participants, or third parties. Any such preservation or disclosure remains subject to the Agreement, including any applicable Data Processing Addendum and applicable law. 
         4. haku Controller Data is governed by haku’s Privacy Statement and is not subject to any Data Processing Addendum except to the extent expressly stated in the Data Processing Addendum. 
   3. Subcontractors. haku may use subcontractors, subprocessors, and other service providers to perform or support the Services. haku will remain responsible for their performance to the extent required by the Agreement.
   4. Third Party Providers. Certain features of the Services and haku’s business operations may interoperate with or depend on third-party providers, including payment processors, messaging providers, hosting providers, analytics providers, AI-enabled tools, transcription and recording providers, meeting platforms, conversation intelligence providers, and other integrations. haku is not responsible for third-party services or products that are not provided by haku or that are separately selected or contracted for by Customer. haku uses third-party payment processors to process payment card transactions and does not directly store full payment card information except as may be incidentally received through customer support, dispute handling, or other limited operational workflows. haku may also retain and use transaction data, donation data, fee data, and charity-related information (excluding donor personally identifiable information) as reasonably necessary to comply with haku’s regulatory reporting obligations, including filings required by the California Attorney General’s Registry of Charities and Fundraisers or similar regulatory authorities. haku’s use of subcontractors and third-party providers to support the Services or haku’s business operations does not, by itself, relieve haku of its obligations expressly set forth in the Agreement. For the avoidance of doubt, haku's use of AI-enabled tools for call recording, transcription, summarization, or analytics does not alter or expand the categories of data processed under the Agreement or the applicable Data Processing Addendum, except to the extent such processing involves haku Controller Data as described in Section 2.2.
   5. Additional Services. If expressly identified in an applicable Order Form or written addendum, haku may provide implementation, configuration, training, migration, support, or other professional services related to the Services. Unless otherwise expressly stated in the applicable Order Form or written addendum, any such additional services will be provided on a reasonable efforts basis and are limited to the scope expressly described in the applicable Order Form or written addendum.
   6. Security.
      
      1. Security Program. haku will maintain a written information security program that includes reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, and is intended to align with applicable law and commercially reasonable industry practices appropriate to the nature of the Services.
      2. Security Incident Response. haku will maintain and follow written policies and procedures for responding to Security Incidents affecting Customer Data. In the event of a Security Incident affecting Customer Data, haku will notify Customer without undue delay after confirming the Security Incident and in any event within seventy-two (72) hours after confirming the Security Incident and will provide information reasonably available to haku about the nature of the Security Incident and haku’s remediation efforts, consistent with applicable law and haku’s legitimate security and confidentiality obligations.
      3. Security Reviews. Upon Customer’s written request, and no more than once annually unless otherwise required by applicable law or a Security Incident, haku will make available summary information regarding its relevant security controls and practices, which may include a security summary, questionnaire responses, or available third-party audit or assessment materials, in each case subject to reasonable confidentiality restrictions.
   7. AI-Enabled Platform Features.
      
      1. haku AI Tools. haku may use AI-enabled platform tools, including machine learning models, natural language processing, and automated analytics, in connection with the Services and haku's business operations. These tools may be used for purposes including call and meeting transcription and summarization, fraud detection, data analytics, event insights, automated communications, customer support, and service optimization. haku does not use solely automated processing to make decisions that produce legal effects or similarly significant effects on Customers or Participants without meaningful human involvement, except as may be disclosed in the applicable product documentation or haku's Privacy Statement. To the extent required by applicable data protection law, haku will provide information about its use of automated processing and will facilitate meaningful human review of automated decisions upon Customer's reasonable written request.
      2. Availability. The Services may include AI-enabled platform features, including automated analytics, insights, recommendations, and conversational assistance tools (collectively, "AI Features"). AI Features may be made available to all customers or to a subset of customers, and may be designated as generally available, beta, early access, or experimental. haku may add, modify, suspend, or discontinue any AI Feature at any time, with or without notice, and without liability. AI Features designated as beta or early access may be subject to additional terms or limitations communicated through the Services or Documentation.
      3. Data Inputs. AI Features may process Customer Data, Customer Content, and usage data, including event registration data, fundraising data, and related metrics, to generate outputs such as insights, trends, recommendations, summaries, and responses ("AI Outputs"). Customer's use of AI Features constitutes authorization for haku to process such data for the purposes described in this Section, subject to the Agreement, including any applicable Data Processing Addendum.  
      4. Informational Purpose Only. AI Outputs are provided for informational and convenience purposes only. AI Outputs do not constitute professional advice, financial guidance, legal counsel, or a guarantee of any particular outcome. AI Outputs may be incomplete, inaccurate, outdated, or otherwise unsuitable for any particular purpose. Customer is solely responsible for evaluating, verifying, and making independent decisions based on AI Outputs, and for any actions taken or not taken in reliance on AI Outputs.
      5. No Warranties for AI Features. Without limiting Section 8.3, haku does not warrant that any AI Feature or AI Output will be accurate, complete, reliable, current, error-free, or fit for Customer's intended purpose. AI Features are provided "as is" and are subject to the disclaimers set forth in Section 8.3. Any service level commitments, uptime or availability targets, service credits, and related remedies under the Agreement, including under any applicable Service Level Agreement or Support Terms, do not apply to AI Features, and AI Feature availability is excluded from any service level or availability calculation under the Agreement.
      6. Third-Party AI Providers. AI Features may incorporate or rely on third-party AI models, services, or technologies. haku's use of such third-party providers is governed by Section 2.4.
      7. Feedback and Improvement. haku may use aggregated, de-identified, and anonymized data derived from the use of AI Features to improve the AI Features and the Services, subject to Section 5.6.
      8. Customer Responsibilities. Customer is responsible for providing any notices to, or obtaining any consents from, Participants or other individuals that may be required under applicable law in connection with Customer's enablement or use of AI Features that process data submitted by or collected from such individuals.

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3. USE OF SERVICE.
   
   1. Access and Use.
      During the Term and subject to the terms and conditions of this Agreement, haku grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely to create Events and to promote, manage, track, analyze data for, and collect Event Registration Fees for Events listed through the Services. haku reserves all rights not expressly granted in this Agreement.
   2. Use Restrictions.
      Customer shall, and shall cause each Authorized User to, use the Services strictly in compliance with this Agreement. Customer shall not, and shall not permit any other person to, directly or indirectly:
      (a) modify, reproduce, or otherwise create derivatives of any part of the Services or the Platform Content;
      (b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to discover the source code or structure, sequence, and organization of all or any part of the Services;
      (c) intentionally bypass, breach, disable, or defeat any security feature or protection used in or in connection with the Services;
      (d) rent, lease, lend, resell, sublicense, assign, distribute, publish, transfer, or use the Services for timesharing, service bureau, or commercial purposes, except for the limited commercial purpose expressly permitted under this Agreement;
      (e) remove or alter any proprietary or legal markings, legends, notices, restrictions, or labels on or in the Services or the Platform Content;
      (f) use or assist others in using the Services to develop a competing service or product;
      (g) interfere with or disrupt the Services or their use by others;
      (h) export or re-export the Services in violation of applicable export control laws;
      (i) share access credentials with any unauthorized person or entity;
      (j) permit any unauthorized person or entity to access or use the Services, except as expressly permitted by the Agreement;
      (k) use the Services for any purpose prohibited by applicable law;
      (l) attempt to gain unauthorized access to any part of the Services or related systems or networks; or
      (m) use the Services to infringe, misappropriate, or otherwise violate the rights of any person or entity or to engage in unlawful conduct.
   3. Customer Systems and Access Credentials. Customer is responsible for: (a) its systems, devices, networks, configurations, and internet connectivity used to access or use the Services; (b) maintaining the confidentiality and security of its and each Authorized User’s access credentials; and (c) all access to and use of the Services through Customer’s and each Authorized User’s accounts, systems, or credentials, whether or not authorized by Customer, except to the extent caused by haku’s breach of this Agreement.
   4. Participant Terms and Platform Notices. Customer is responsible for ensuring that its use and configuration of the Services do not circumvent, disable, or interfere with the presentation of haku’s participant-facing terms, notices, regulatory disclosures, and privacy disclosures made available through the Services, including any pre-donation disclosures, donation receipts, or other notices required by applicable charitable solicitation laws. Customer will reasonably cooperate with haku in connection with enforcing such participant-facing terms and notices to the extent arising from Customer’s Events or use of the Services.
   5. Subdomains. haku may provide Customer with the right to use a subdomain or other haku-designated URL within the Services in connection with Customer’s Events. Any such subdomain or URL is provided by haku for Customer’s use during the Term solely in connection with the Services, remains haku’s property, and may be modified, reassigned, or discontinued by haku upon expiration or termination of the Agreement or as otherwise reasonably necessary to operate the Services.
   6. Customer Content. Customer is solely responsible for all Customer Content that Customer provides or otherwise makes available to or through the Services, including in connection with Events, Participants, and other users of the Services.
   7. Customer Content Restrictions.  Customer shall not use the Services to upload, post, transmit, or otherwise make available any Customer Content that:
      (a) violates applicable law;
      (b) is false, fraudulent, or materially misleading;
      (c) infringes, misappropriates, or otherwise violates the intellectual property, privacy, publicity, confidentiality, or other rights of any third party;
      (d) contains viruses, malware, or other malicious code;
      (e) interferes with or disrupts the Services or others’ use of the Services;
      (f) impersonates any person or entity or misrepresents Customer’s affiliation with any person or entity;
      (g) facilitates unlawful gambling, gaming, lotteries, raffles, contests, sweepstakes, or similar activities; or
      (h) improperly collects, stores, or discloses Personal Data or other protected information in violation of the Agreement or applicable law.
   8. Customer Content Moderation and Removal Rights. haku may, but is not obligated to, monitor Customer Content made available through the Services and may remove, disable access to, or require Customer to remove any Customer Content that haku reasonably believes: (a) violates this Agreement or applicable law; (b) infringes, misappropriates, or otherwise violates the rights of any third party; or (c) poses a security or operational risk to the Services or any third party.

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4. FEES; PAYMENT
   
   1. Fees. haku will, through haku’s third-party payment processor, collect Payments from Participants. haku will retain the applicable Transaction Fee for each Payment. The pricing for Transaction Fees is set forth in the applicable Order Form. Transaction Fees are exclusive of any applicable taxes. haku may change Transaction Fee pricing upon thirty (30) days’ prior notice to Customer, provided that any change during the term of an Order Form will apply only to the extent permitted by that Order Form.
   2. Collection, Deduction, and Remittance. haku will collect Payments through its third-party payment processor and deduct Transaction Fees and any other amounts payable to haku under the Agreement before remitting the remaining amounts, if any, to Customer or the applicable recipient charitable organization, in each case in accordance with the applicable Order Form and the payment processor’s applicable procedures. For certain donations, Payments may settle directly to the applicable recipient charitable organization through the payment processor; for other donations, haku may receive and temporarily hold donated funds before remitting them to the applicable recipient charitable organization or to Customer. With respect to donations processed through the Services for the benefit of charitable organizations, haku will remit such donations within the timeframes required by applicable charitable solicitation laws, including  the distribution timing requirements  of any state in which haku is a registered charitable fundraising platform (such as California Government Code § 12599.9 and  Hawaii Revised Statutes Chapter 467B) and their implementing regulations.
   3. Donation Accountings and Status Information.  haku will provide recipient charitable organizations with donation accountings and will make available donation-status information to platform users, in each case to the extent required by applicable charitable solicitation laws.
   4. Disputes. If Customer disputes any Transaction Fee deduction, remittance amount, or other amount charged or retained by haku under this Agreement, Customer must provide haku with written notice describing the dispute in reasonable detail within the period, if any, specified in the applicable Order Form, or otherwise within thirty (30) days after the applicable deduction, remittance, or charge. The parties will work in good faith to resolve the dispute. Customer’s dispute does not relieve Customer of its obligation to pay undisputed amounts.
   5. Taxes. Transaction Fees are exclusive of all sales, use, value-added, withholding, excise, and similar taxes, duties, and assessments imposed by any governmental authority, other than taxes based on haku’s net income. Customer is responsible for all such taxes associated with Customer’s use of the Services and Customer’s Events, registrations, donations, merchandise sales, and other amounts collected through the Services, except to the extent applicable law requires haku or its payment processor to collect or remit such taxes.
   6. Refunds. haku is not responsible for refunds to Participants, in whole or in part, for any reason, including any Event Registration Fees or other amounts paid in connection with an Event. Customer is solely responsible for establishing, communicating, and administering its refund policies and for issuing refunds to Participants through the Services or otherwise. If a Participant requests a refund, that request must be directed to Customer. All communications and disputes regarding refunds are between Customer and the applicable Participant, and haku is not responsible or liable for refunds, refund processing errors, or any failure by Customer to issue refunds, except to the extent a refund-processing error is directly caused by haku’s breach of the Agreement.  
   7. Delayed Go-Live Fee. If the applicable Order Form provides for an implementation fee, delayed go-live fee, or similar fee in the event Customer’s site, event page, or registration flow does not go live by the agreed launch date, Customer will pay that fee in accordance with the applicable Order Form.

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5. PROPRIETARY RIGHTS; LICENSES
   
   1. Ownership; Reservation of Rights. Nothing in this Agreement creates or grants to Customer any ownership right in the Services or any related technology, content, materials, or intellectual property rights. As between the parties, haku retains all right, title, and interest in and to the Services, the Platform Content, the Trademarks, and all related intellectual property rights. All rights not expressly granted under this Agreement are reserved by haku.
   2. Platform Content and Marks. Customer acknowledges that the Platform Content and the Trademarks are protected by copyright, trademark, trade secret, and other intellectual property and proprietary rights. Except as expressly authorized by haku in writing or as necessary for Customer’s permitted use of the Services under this Agreement, Customer may not use, copy, reproduce, modify, distribute, display, publish, create derivative works from, or otherwise exploit any Platform Content or Trademarks. All goodwill arising from any permitted use of haku’s Trademarks will inure solely to haku’s benefit.
   3. haku Copyrights. All content and materials included in or made available through the Services, including text, graphics, logos, button icons, images, audio clips, software, and the compilation, arrangement, and assembly of the foregoing, are owned by haku or its licensors, or other content providers and are protected by copyright and other applicable laws. Except as expressly permitted by the Agreement, Customer may not copy, modify, distribute, display, publish, create derivative works from, or otherwise exploit any such content or materials.
   4. Feedback. If Customer provides haku with any suggestions, comments, ideas, improvements, or other feedback relating to the Services, haku may use and exploit that feedback without restriction or obligation to Customer, provided that this Section 5.4 does not grant haku any rights in Customer’s Confidential Information or Customer Data.
   5. Customer Content License. As between the parties, Customer retains all right, title, and interest in and to Customer Content. Customer grants haku a non-exclusive, worldwide, royalty-free license during the Term to host, use, reproduce, transmit, display, modify, and otherwise process Customer Content solely as necessary to provide, maintain, support, secure, and improve the Services, perform its obligations under the Agreement, and exercise its rights under the Agreement. Customer represents and warrants that it has all necessary rights and permissions to provide Customer Content to haku for those purposes.
   6. Aggregated and De-Identified Data. haku may collect, generate, and use aggregated, de-identified, and anonymized data relating to the use, performance, and operation of the Services for its lawful business purposes, including analytics, benchmarking, service improvement, and product development, provided that such data does not identify Customer, any Participant, or any other individual. haku will not attempt to re-identify any aggregated, de-identified, or anonymized data, and will not use such data to compete directly with Customer’s Events. Nothing in this Section 5.6 limits haku’s right to retain and use data, including non-aggregated transaction and charity-related data, as reasonably necessary to comply with applicable law or regulatory reporting obligations, including filings required by the California Attorney General’s Registry of Charities and Fundraisers.
6. CONFIDENTIALITY
   
   1. Definition of Confidential Information. “Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. haku’s Confidential Information includes the Services, Platform Content, non-public technical information, security information, product information, and the pricing and commercial terms of any Order Form. Customer’s Confidential Information includes Customer Data and Customer’s non-public business information.
   2. Use and Protection. The Receiving Party will not: (a) use the Disclosing Party’s Confidential Information except as necessary to perform its obligations or exercise its rights under this Agreement; or (b) disclose the Disclosing Party’s Confidential Information to any third party except to its employees, contractors, advisors, and representatives who have a need to know such information for purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those set forth herein. The Receiving Party will protect the Disclosing Party’s Confidential Information using at least reasonable care.
   3. Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the Receiving Party without restriction before disclosure by the Disclosing Party; (c) is received from a third party without breach of any confidentiality obligation; or (d) was independently developed without use of or reference to the Disclosing Party’s Confidential Information.
   4. Required Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation, or legal process, provided that, to the extent legally permitted, the Receiving Party gives the Disclosing Party prompt notice and reasonably cooperates, at the Disclosing Party’s expense, in any effort to limit or oppose the disclosure.
   5. Return and Destruction. Upon written request of the Disclosing Party or upon expiration or termination of this Agreement, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information, except to the extent retention is required by law or for reasonable backup, recordkeeping, or compliance purposes.
   6. Survival. The obligations in this Section 6 will continue during the Term and for five (5) years after expiration or termination of this Agreement; provided that Confidential Information constituting trade secrets will be protected for so long as it remains a trade secret under applicable law.

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7. CUSTOMER COMPLIANCE; DISCLAIMERS
   
   1. Charity Partner Compliance. If Customer facilitates donations for charitable organizations through the Services, including through any charity partner program, Customer  represents and warrants that: (a)  each recipient charitable organization is duly registered and in good standing with the Internal Revenue Service, the applicable state tax authority , and  all  governmental authorities in each jurisdiction where donations are solicited on such organization’s behalf through the Services; (b)  Customer has  obtained, from an authorized officer, director, trustee, or other duly authorized representative of each recipient charitable organization , written consent to the use of the organization’s name, and where applicable its  content, in connection with solicitations conducted through the Services, including authorization for haku to send tax donation receipts on the organization’s behalf where applicable, or is otherwise  in compliance with the requirements applicable to non-consenting organizations under applicable charitable solicitation laws, provided that where a recipient charitable organization is solicited in a jurisdiction that requires affirmative written consent, the non-consenting pathway does not apply; and ( c) Customer will promptly  notify haku in writing if any recipient charitable organization’s registration or good standing status is revoked, suspended, or otherwise materially impaired .  Before any recipient charitable organization is enabled to receive donations through the Services, Customer will provide, and ensure the accuracy of, the recipient charitable organization’s legal name, Employer Identification Number (EIN), city and state, and, where applicable, California Attorney General registration number, together with any other identifiers reasonably requested by haku to verify good standing and satisfy haku’s regulatory reporting obligations. Customer will, upon haku's reasonable request (no more than annually), certify in writing that each recipient charitable organization remains in good standing and that the representations in this Section 7.1 remain accurate. Customer will provide haku, upon reasonable request, with information reasonably necessary for haku to comply with its regulatory reporting obligations, including the identity, registration status, and tax-exempt status of each recipient charitable organization, donation amounts, distribution details, and fee information, and will provide proof of each recipient charitable organization’s consent and the authority of the person providing it upon haku’s reasonable request. haku does not act as a professional solicitor, professional fundraiser, or fundraising counsel, and does not solicit donations on behalf of any charitable organization.  Customer is responsible for compliance with charitable solicitation laws applicable to Customer, its Events, its fundraising activities, and its relationships with recipient charitable organizations. Nothing in this Section transfers to Customer any obligation imposed directly on haku under applicable charitable solicitation laws.
   2. Suspension for Non-Compliance. If Customer or any recipient charitable organization ceases to be in good standing with its compliance obligations, or if Customer fails to provide the verifications, notices, or information required by Sections 7.1, haku may remove or suspend any affected charity listing and may suspend the Services and deny access to the Services until compliance with applicable law is verified.
   3. Donation Receipts. To the extent applicable charitable solicitation laws require that donation receipts be provided to donors for donations processed through the Services, haku will generate and send such receipts promptly through the Services within the timeframes required by applicable law, provided that Customer has accurately configured the applicable Event and charity partner information in the Services. Customer is solely responsible for any tax receipts, acknowledgment letters, or other communications required by tax law or requested by donors beyond the receipts provided by haku through the Services.
   4. Good-Standing Verification. Before a recipient charitable organization is first enabled to receive donations through the Services, on a recurring periodic basis thereafter, and again before donated funds are sent, haku will verify the recipient charitable organization’s good standing using the electronic lists and registry tools published by the Internal Revenue Service, the applicable state tax authority, and the applicable state charity regulator (including, where applicable, the California Franchise Tax Board and the California Attorney General’s Registry of Charities and Fundraisers), as contemplated by California Government Code § 12599.9(d) and 11 CCR § 316. haku may rely on Customer’s representations and the charity identifiers provided under Section 7.1 in performing this verification. This Section does not relieve Customer of its representations and warranties regarding recipient charitable organizations.
   5. Non-Consenting Charity Disclosure. Where haku does not have documented written consent from a recipient charitable organization (or documented authority for Customer to provide consent on its behalf) for the use of the organization’s name in solicitations through the Services, haku  will, before a donation to that organization is completed, conspicuously disclose that the organization has not provided consent or permission for the solicitation and has not reviewed or approved content generated by persons engaging in peer-to-peer charitable  fundraising , consistent with applicable charitable solicitation laws.
   6. International Use; Export Controls. Recognizing the global nature of the Internet, Customer agrees to comply with all local rules regarding online conduct and  content. By way of illustration and not limitation, Customer agrees to comply with all applicable laws and regulations restricting or otherwise pertaining to the use, transmission, display, export, or import of data, products, services, or technical information. haku reserves the right, at any time and in its sole discretion, to limit the availability or use of the Services to any person, geographic area, or jurisdiction.

Customer acknowledges that the Services are provided from the United States and that Customer Data may be processed in the United States and other countries where haku or its approved subprocessors operate. If Customer or its Participants are located in a jurisdiction that imposes requirements on cross-border transfers of personal data (including the European Economic Area, the United Kingdom, Switzerland, Australia, Canada, or any jurisdiction with comparable transfer restrictions), Customer is responsible for ensuring that it has a lawful basis for transferring personal data to haku and that any required disclosures have been provided to data subjects before submitting personal data to the Services. haku will provide reasonable cooperation, including through the applicable Data Processing Addendum and transfer mechanisms described therein, to support lawful cross-border transfers.

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The Services are subject to United States export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the United States has embargoed goods or services of the same type as the Services. By using the Services, Customer represents and warrants that Customer is not located in, and is not a national or resident of, any such country. No part of the Services may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security’s Denied Persons List. By using the Services, Customer represents and warrants that Customer is not a person or entity and is not under the control of or affiliated with a person or entity, appearing on any such list.

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8. WARRANTIES.
   
   1. Limited Warranties. haku warrants that during the Term: (a) the Services will perform in all material respects in accordance with any applicable Documentation and any specifications expressly set forth in the Agreement; (b) haku will use commercially reasonable efforts to make the Services available in accordance with the Agreement, subject to scheduled maintenance, force majeure events, and matters outside haku’s reasonable control; and (c) any implementation, configuration, training, migration, support, or other professional services expressly identified in an applicable Order Form or written addendum will be performed in a professional and workmanlike manner.
   2. Exclusive Remedy for Warranty Claims. Customer must notify haku in writing of any claimed breach of the warranties in this Section within thirty (30) days after Customer becomes aware of the applicable issue, and in reasonable detail sufficient for haku to reproduce or verify the issue. As Customer’s sole and exclusive remedy, and haku’s sole obligation, for any breach of the warranties in this Section, haku will use commercially reasonable efforts to correct the nonconformity or reperform the nonconforming professional services. If haku is unable to do so within a reasonable period of time, Customer may terminate the affected Services or affected professional services. If Customer prepaid fees specifically for the affected professional services, haku will refund any prepaid, unused fees allocable to the affected professional services for the remainder of the then-current term. No refund will be due for Transaction Fees or other amounts already retained by haku in connection with transactions processed through the Services. The warranties in this Section do not apply to the extent the applicable issue arises from: (i) Customer’s or any Authorized User’s misuse of the Services; (ii) modifications not made by or on behalf of haku; (iii) Customer Content, Customer Data, or third-party products, services, or integrations; or (iv) use of the Services other than in accordance with the Agreement or applicable Documentation.
   3. Disclaimer of Warranties.  
      
      1. Except as expressly set forth in this Section 8, the Services, any professional services, Documentation, and all other materials, technology, and deliverables provided by haku are provided “as is” and “as available.” haku disclaims all other warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, course of performance, or usage of trade. haku does not warrant that the Services will be uninterrupted, error-free, or completely secure, that all defects will be corrected, or that the results obtained from use of the Services will be accurate, complete, or reliable. Any transcripts, summaries, notes, action items, analytics, or other outputs generated by AI-enabled tools are provided for convenience only and may be incomplete or inaccurate.
      2. haku is not responsible for, and makes no representation or warranty with respect to, any Event, including its quality, safety, legality, timing, cancellation, or the acts or omissions of Customer, Participants,  visitors, or other third parties before, during, or after an Event. haku is not responsible for products, services, donations, promotions, or other offerings made available by Customer or any third party through the Services.
      3. Customer is solely responsible for maintaining backups of Customer Data and other Customer Content to the extent Customer determines appropriate for its business and legal needs. haku is not responsible for failures caused by third-party service providers, third-party integrations, Customer systems, or matters outside haku’s reasonable control. The foregoing disclaimers apply to the maximum extent permitted by applicable law.

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9. INDEMNIFICATION.
   
   1. Customer Indemnification. Customer will indemnify, defend, and hold harmless haku, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, suit, proceeding, or investigation, and any related damages, losses, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees, to the extent arising out of or relating to: (a) Customer’s violation of applicable law in connection with its use of the Services; (b) any Customer Content, Customer Data, event materials, or other materials submitted, posted, transmitted, or otherwise provided by or on behalf of Customer that infringe, misappropriate, or otherwise violate a third party’s intellectual property, privacy, publicity, confidentiality, or other rights, or violate applicable law;  (c) Customer’s use of the Services in a manner not authorized by the Agreement; or (d) Customer's breach of its representations, warranties, or obligations under Section 7.1, including any failure to obtain or maintain required charity consent, any failure to provide accurate charity-identifying information, or any failure to notify haku of a change in a recipient charitable organization's registration or good-standing status.
   2. Indemnification Procedures. The indemnified party will promptly notify the indemnifying party of any claim for which it seeks indemnification under this Section 9, except that any failure or delay in providing notice will reduce the indemnifying party’s obligations only to the extent it is materially prejudiced by that failure or delay. The indemnifying party will control the defense and settlement of the claim, provided that: (a) the indemnified party may participate in the defense with counsel of its own choosing at its own expense; and (b) the indemnifying party may not settle any claim without the indemnified party’s prior written consent if the settlement admits liability or wrongdoing by the indemnified party, imposes any non-monetary obligation on the indemnified party, or does not fully and unconditionally release the indemnified party from all liability with respect to the claim. If the indemnifying party fails to assume the defense of the claim within a reasonable time after receiving notice, the indemnified party may assume the defense at the indemnifying party’s expense.

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10. LIMITATION OF LIABILITY
    
    1. Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR LOSS, CORRUPTION, OR INACCURACY OF DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. General Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO haku UNDER THE AGREEMENT IN THE  SIX ( 6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    3. Exceptions. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 10 WILL NOT APPLY TO: (a) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE AGREEMENT; (b) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (c) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9; OR (d) LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
    4. Customer Content and Third-Party Materials. haku WILL HAVE NO LIABILITY FOR ANY CUSTOMER CONTENT OR OTHER MATERIALS PROVIDED BY OR ON BEHALF OF CUSTOMER, EXCEPT TO THE EXTENT THE CLAIM ARISES FROM haku’S BREACH OF THE AGREEMENT.

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11. TERM & TERMINATION
    
    1. Term. This Agreement begins on the Effective Date and continues for the initial term set forth in the applicable Order Form (the “Initial Term”), unless earlier terminated in accordance with this Agreement. Upon expiration of the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each, a “Renewal Term”), unless either Party gives the other Party at least sixty (60) days’ prior written notice of non-renewal before the end of the then-current Initial Term or Renewal Term. The Initial Term and any Renewal Terms are the “Term.”
    2. Termination. Either Party may terminate this Agreement: (a) effective at the end of the then-current Initial Term or Renewal Term by providing at least sixty (60) days’ prior written notice of non-renewal; (b) upon written notice to the other Party if the other Party materially breaches this Agreement and fails to cure that breach within thirty (30) days after receiving written notice describing the breach in reasonable detail, except that no cure period will apply to a breach that by its nature cannot be cured; or (c) immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed over substantially all of its assets, or becomes subject to any bankruptcy or similar proceeding that is not dismissed within sixty (60) days.
    3.  Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason: (a) Customer’s and each Authorized User’s right to access and use the Services will immediately terminate; (b) Customer and each Authorized User will immediately cease all access to and use of the Services; (c) all amounts accrued or payable to haku as of the effective date of expiration or termination, including any applicable early termination fee under Section 11.4, will become immediately due and payable; and (d) each Party will remain responsible for obligations that accrued before the effective date of expiration or termination. Any provisions that by their nature should survive expiration or termination will survive, including provisions addressing payment obligations, proprietary rights, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and any accrued rights or remedies. Upon expiration or termination of the Agreement, Customer may export Customer Data in a standard, machine-readable format (such as CSV, JSON, or XML) during the thirty (30) day period following the effective date of expiration or termination, subject to the terms of the Agreement and any reasonable security procedures established by haku. During that period, haku may provide Customer and each Authorized User with limited access to the Services solely for data retrieval purposes. After that period, haku may delete Customer Data unless retention is required by applicable law or the Agreement. Notwithstanding the foregoing, haku may retain donation-level transaction records, payout and reconciliation records, fee records, consent and authorization records, good-standing verification logs, disclosure records, tax receipt records, and related charitable-fundraising compliance records for the period required to comply with applicable law and haku’s regulatory reporting obligations, and in any event for not less than ten (10) years. haku will confirm deletion of Customer Data in writing upon Customer’s written request.
    4. Early Termination Fee. If Customer terminates this Agreement or an applicable Order Form before the expiration of the then-current Term for any reason other than haku’s uncured material breach under Section 11.2(b),  haku’s insolvency under Section 11.2(c), or Customer’s termination of an affected Order Form under Section 1.3 in response to a material update to these Terms, Customer will pay haku an early termination fee equal to: (a) if the effective date of termination occurs within twelve (12) months after the Effective Date, the fixed amount set forth in the applicable Order Form; or (b) if the effective date of termination occurs more than twelve (12) months after the Effective Date, an amount equal to the total Transaction Fees charged by haku during the twelve (12) months immediately preceding the effective date of termination. The early termination fee is in addition to all other amounts accrued or payable under the Agreement as of the effective date of termination. The Parties acknowledge that this early termination fee is a reasonable estimate of the losses likely to result from an early termination and is not a penalty. The early termination fee is intended to be proportionate to haku's costs and losses arising from early termination, including unrecovered implementation, onboarding, and service configuration costs, and will not be applied in a manner that prevents Customer from exercising any switching or termination right provided by applicable law. The early termination fee will be haku’s sole and exclusive remedy arising from Customer’s early termination under this Section 11.4, except for payment of other amounts accrued or payable as of the effective date of termination. This section 11.4 applies to the maximum extent permitted by applicable law.
    5. Suspension. haku may suspend Customer’s or any Authorized User’s access to the Services, in whole or in part, upon written notice if: (a) Customer fails to pay undisputed amounts due under this Agreement and does not cure that failure within ten (10) days after notice; (b) Customer’s or any Authorized User’s use of the Services violates this Agreement or applicable law; (c) Customer’s or any Authorized User’s use of the Services poses a security risk to the Services or any third party; or (d) suspension is required to prevent harm to the Services or to comply with applicable law or a binding order of a governmental authority. haku will limit any suspension to the scope and duration reasonably necessary to address the issue and will restore access promptly after the issue is resolved, as applicable.
    6. Transition Assistance. Upon expiration or termination of this Agreement, haku will, upon Customer's written request made no later than ten (10) days before the effective date of expiration or termination (or, if termination is immediate, within five (5) days after the effective date of termination), provide reasonable transition assistance to Customer during the data retrieval period described in Section 11.3, which may include: (a) exporting Customer Data in a standard, machine-readable format (such as CSV, JSON, or XML) reasonably selected by haku; and (b) reasonable cooperation with Customer's designated successor service provider in connection with the transfer of Customer Data, subject to haku's reasonable confidentiality and security requirements. If Customer requires transition assistance beyond the thirty (30) day data retrieval period described in Section 11.3, Customer may request an extension of up to sixty (60) additional days by providing written notice to haku before the end of the initial thirty (30) day period. Any such extended transition assistance will be provided at haku's then-current professional services rates, as agreed by the parties in a written statement of work or change order. During any extended transition period, Customer's access to the Services will be limited to data retrieval and migration activities, and all other terms of the Agreement will continue to apply to the extent relevant to such activities. haku's obligations under this Section do not require haku to develop custom integrations, modify the Services, or provide access to haku's proprietary systems, source code, or internal tools.

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12. DAFPAY AND THIRD-PARTY DONATION SERVICES
    
    1. DAFpay Feature. Customer may elect to enable Chariot-powered "DAFpay" functionality through the Services on one or more donation forms, fundraising pages, registration flows, or other applicable experiences. DAFpay is a donor-advised fund payment service provided by Chariot Giving, Inc. ("Chariot") and not by haku. haku's role is limited to enabling, displaying, supporting the integration of, or disabling the DAFpay button and related technical functionality through the Services. This Section 12 applies only if Customer enables DAFpay.
    2. Acceptance of Chariot Terms. By enabling, activating, or continuing to use DAFpay, Customer agrees that Customer's access to and use of DAFpay is governed by Chariot's Nonprofit Terms of Service, currently available at https://www.givechariot.com/legal-nonprofit, together with any DAFpay Network terms or policies referenced by Chariot, in each case as they may be updated from time to time (collectively, the "Chariot Terms"). Customer is responsible for reviewing the Chariot Terms, including any updates, before enabling DAFpay and on an ongoing basis while using DAFpay. Customer's continued use of DAFpay after any update to the Chariot Terms constitutes Customer's acceptance of the then-current Chariot Terms. If Customer does not agree to the Chariot Terms, Customer must disable DAFpay and discontinue its use. The individual enabling DAFpay or accepting these terms on Customer's behalf represents that they have authority to bind Customer. Customer acknowledges that the Chariot Terms contain provisions that materially affect Customer's rights, including a binding arbitration requirement, a class action waiver, a waiver of the right to a jury trial, and a limitation of Chariot's liability to Customer. haku is not responsible for the content, enforceability, availability, operation, or modification of the Chariot Terms. 
    3. Customer Responsibilities. Customer is responsible for: (a) determining whether to enable or continue using DAFpay; (b) configuring and using DAFpay in accordance with the Agreement, this Section 12, Customer's own policies, and applicable law; (c) ensuring that Customer's donation forms, fundraising pages, Participant communications, privacy notices, and other user-facing materials contain any disclosures or consents required for Customer's use of DAFpay; (d) ensuring that Customer has all rights, permissions, and consents necessary for haku to share Customer Data with Chariot as described in this Section 12; (e) ensuring that information provided through the Services for use with DAFpay is accurate, complete, and current; and (f) using any funds received through DAFpay only for lawful and permissible charitable purposes.  
    4. Donor and Participant Notices.  As part of the participant-facing terms and notices addressed in Section 3.4, haku or Chariot may make certain donor- or Participant-facing notices available within the DAFpay flow or otherwise through the Services. Customer remains responsible for ensuring that appropriate notices are provided to donors, Participants, and other end users about Customer's use of DAFpay, and haku's provision of any such notices does not relieve Customer of that responsibility, shift any responsibility to haku, or constitute a representation by haku that the notices are sufficient for Customer's use. Customer's obligations in Section 3.4 with respect to such notices apply to any DAFpay-related notices made available through the Services. Such notices include that: (a) DAFpay is provided by Chariot; (b) use of DAFpay may be subject to Chariot and DAFpay Network terms and privacy policies; (c) certain DAFpay donations may be routed through the DAFpay Network; (d) DAF sponsors or DAF providers may decide whether, when, and how to approve or disburse grants; (e) donor and transaction information may be shared with Chariot, the DAFpay Network, DAF sponsors, DAF providers, haku, Customer, and applicable service providers; and (f) DAFpay donation timing, status, refundability, redirection, and completion may depend on Chariot, the DAFpay Network, DAF sponsors, DAF providers, and applicable policies.
    5. Data Sharing Authorization. Customer authorizes haku to share with Chariot information reasonably necessary to enable, operate, support, troubleshoot, report on, and improve the DAFpay integration, which may include, to the extent applicable, Customer information, nonprofit information, donation form information, donor information, Participant information, transaction information, donation status information, technical information, support information, and related data submitted to or generated through the Services in connection with DAFpay. As between haku and Customer, such data remains Customer Data under the Agreement to the extent processed by haku. Once received by Chariot or its downstream providers, such data is subject to the applicable Chariot Terms and the privacy practices of those providers.  
    6. Fees. Customer acknowledges that DAFpay donations may be subject to fees, deductions, or other charges imposed, deducted, invoiced, or processed by Chariot, the DAFpay Network, DAF sponsors, DAF providers, or other applicable providers. haku is not responsible for any such third-party fees, deductions, or charges. This Section 12.6 does not affect any Transaction Fee or other amount payable to haku as set forth in the applicable Order Form.
    7. Disablement. haku may suspend or disable DAFpay for Customer, in whole or in part, if haku reasonably determines that continued enablement may adversely affect the Services, system performance, security, privacy, the donor or Customer experience, haku's other customers, haku's legal or contractual obligations, or haku's relationship with Chariot. Customer may request disablement of DAFpay in accordance with haku's then-current procedures. haku is not responsible for DAFpay transactions initiated before disablement, including any pending, delayed, failed, redirected, returned, refunded, or incomplete transactions.
    8. No Warranties; Exclusion from Service Levels. DAFpay and related Chariot services are third-party services provided "as is" and "as available." haku does not warrant that DAFpay, the DAFpay Network, Chariot, any DAF sponsor, any DAF provider, or any downstream provider will be available, uninterrupted, secure, error-free, accurate, complete, compliant, or fit for Customer's intended purpose, and haku does not guarantee that any DAFpay donation or grant request will be approved, completed, or received by any intended recipient within any particular timeframe. Any service level commitments, uptime or availability targets, service credits, and related remedies under the Agreement, including under any applicable Service Level Agreement or Support Terms, do not apply to DAFpay or any related Chariot services, and DAFpay availability is excluded from any service level or availability calculation under the Agreement.
    9. No Expansion of haku Liability; Precedence. This Section 12 does not expand haku's obligations, warranties, indemnities, service levels, support commitments, or liability under the Agreement. Any claim arising out of or relating to DAFpay, Chariot, the DAFpay Network, DAF sponsors, DAF providers, DAFpay fund flow, failed or redirected donations, refunds, fee deductions, or donor communications is excluded from haku's responsibility except to the extent directly caused by haku's breach of the Agreement. If this Section 12 conflicts with any other provision of these Terms, this Section 12 controls solely with respect to Customer's enablement or use of DAFpay.

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13. GENERAL PROVISIONS
    
    1. Entire Agreement. This Agreement, together with the applicable Order Form, the Description of Services, and any exhibits, schedules, or addenda expressly incorporated into this Agreement, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous proposals, understandings, agreements, negotiations, representations, and communications, whether written or oral, relating to such subject matter.
    2. Amendment; Waiver. Except as otherwise expressly stated in this Agreement, no amendment to this Agreement will be effective unless it is in writing and signed by both Parties. No failure or delay by either Party in exercising any right under this Agreement will operate as a waiver of that right, and no waiver of any breach or default will be deemed a waiver of any subsequent breach or default.
    3. Governing Law; Venue. This Agreement and any dispute arising out of or relating to this Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any legal action or proceeding arising out of or relating to this Agreement, and each Party waives any objection to venue or forum on the basis of inconvenient forum or otherwise. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
    4. Waiver of Jury Trial. EACH PARTY HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
    5. Injunctive Relief. Nothing in this Agreement will prevent either Party from seeking injunctive or other equitable relief in a court of competent jurisdiction for any actual or threatened unauthorized use, disclosure, or misappropriation of its intellectual property rights, Confidential Information, or other proprietary rights.
    6. Cumulative Remedies. Except as expressly stated otherwise in this Agreement, the rights and remedies of each Party under this Agreement are cumulative and not exclusive of any other rights or remedies available at law or in equity.
    7.  Survival. Any provision of this Agreement that by its nature should survive expiration or termination of this Agreement will survive, including provisions relating to payment obligations, proprietary rights, confidentiality, disclaimers, limitations of liability, indemnification, accrued rights to payment, dispute resolution, and any other obligations that expressly or by their nature survive expiration or termination.
    8. Notices. All notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by nationally recognized overnight courier, upon confirmed delivery; or (c) when sent by email, on the date sent, provided that no delivery failure notice is received. Notices to haku must be sent to legal@hakuapp.com, with a copy to 1221 Brickell Ave, Suite 1700, Miami, Florida 33131, Attention: Legal. Notices to Customer must be sent to the email address and physical address set forth in the applicable Order Form or otherwise designated by Customer in writing.
    9. Time to File Claims. To the maximum extent permitted by applicable law, no claim arising out of or relating to this Agreement may be brought more than two (2) years after the cause of action accrued.
    10. Publicity. Upon Customer’s prior written consent (which may be given by email), haku may identify Customer as a customer of haku and use Customer’s name and logo for that purpose on haku’s website and in haku’s marketing materials, subject to any written trademark usage guidelines provided by Customer. Customer may withdraw consent at any time by written notice, and haku will cease such use within thirty (30) days.
    11. Force Majeure. Except for payment obligations, neither Party will be liable for any delay or failure to perform its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, war, terrorism, civil unrest, failures of telecommunications or internet service providers, or other similar events. The affected Party will use reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable.
    12. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties, and neither Party has authority to bind the other Party.
    13. Assignment. Neither Party may assign or transfer this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement, without consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets relating to this Agreement. Any purported assignment in violation of this Section will be void. This Agreement will bind and inure to the benefit of the Parties and their permitted successors and assigns.
    14. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law and the remaining provisions of this Agreement will remain in full force and effect.
    15. Local Law Adjustments. To the extent any provision of this Agreement would be void, unenforceable, or prohibited under mandatory consumer protection, unfair contract terms, or data protection laws applicable in Customer's jurisdiction (including the Australian Consumer Law, the UK Consumer Rights Act 2015, the UK Unfair Contract Terms Act 1977, and the EU Unfair Contract Terms Directive 93/13/EEC, in each case as applicable), that provision will apply only to the maximum extent permitted by the applicable mandatory law, and the remaining provisions will remain in full force and effect. Nothing in this Agreement excludes, restricts, or modifies any right or remedy, or any guarantee, warranty, or other term or condition implied or imposed by any applicable mandatory law that cannot be excluded by agreement.

Exhibit A

DESCRIPTION OF SERVICES

haku provides an online platform designed to help event organizers plan, manage, promote, and operate events, including participant registration, fundraising, marketing, event administration, and related participant engagement activities.

Subject to this Agreement and the applicable Order Form, Customer may access and use the Services and modules purchased by Customer. The Services may include functionality in the following categories, as applicable to the modules purchased by Customer and as configured for Customer’s Events:

• Registration: Mobile-optimized registration forms and configurable form fields that enable Participants to register for Events, purchase products or memberships, and make donations.
• Fundraising: Integrated fundraising tools that enable Customer to support fundraising campaigns, donor outreach, donor acknowledgements, and public fundraising pages.
• Partners: Tools to manage partner information, registration allotments, and partner registration workflows, including for charity, tour, ecommerce, or similar partners.
• CRM: Participant and customer relationship management functionality, including access to and use of the underlying event and participant database within the Services.
• Campaigns: Tools to create, send, automate, and track marketing and participant communications.
• Feedback: Tools to collect, review, and respond to post-event feedback.
• Surveys: Tools to create customizable surveys and review survey responses.
• Event Management: Tools to create, edit, and manage Event information and related event operations.
• Results: Functionality to upload timing information and publish results-related content, including results pages, personalized communications, and finisher materials.
• Virtual Goodie Bags: Tools that enable Customer to create and manage virtual goodie bag offerings and related analytics.
• Optional Participant Accounts: Participant account functionality that enables Participants to manage registration information, purchase additional products, and register for open events.
• Promos: Tools to create, track, and manage discount or promotional codes.
• Time Verification: Tools to support automatic or manual verification of submitted proof of time.
• Corral Assignment: Tools to assign Participants to corrals based on criteria selected by Customer.
• Participant Customer Service: Participant-facing technical support services provided by haku, to the extent included in the applicable Order Form or otherwise made available by haku for Customer’s Events.
• Messaging Tools: Send emails and text messages through the Services, subject to this Agreement, applicable law, third-party provider requirements, and any reasonable usage or anti-abuse limits implemented by haku.
• Branding: Branding and white-label configuration tools for applicable customer-facing elements of the Services, which may include emails, registration forms, participant accounts, fundraising pages, virtual goodie bags, partner registration flows, and partner accounts.
• Analytics Dashboards: Access haku’s standard analytics dashboards for reporting and insight into Customer’s marketing activities, event performance, and related participant engagement metrics.
• AI-Enabled Features (haku IQ): AI-powered tools that may include automated insights, trend analysis, and recommendations based on Customer's event registration and fundraising data (such as haku IQ Signals), as well as conversational assistance tools for platform-related inquiries (such as Ask Nacho). AI-Enabled Features may be made available as generally available, beta, or early access, and specific features, availability, and functionality may vary.
• Hosting: haku will host the Services and Customer Data using hosting environments or service providers selected by haku. Customer will access and configure the Services in accordance with the functionality included in the applicable Order Form.

The specific Services, modules, features, and service levels included in Customer’s subscription will be those set forth in the applicable Order Form. haku may update, modify, enhance, replace, or discontinue features and functionality from time to time in the ordinary course of developing and improving the Services, provided that haku does not materially reduce the overall functionality of the Services purchased by Customer during the applicable Term.

Customer acknowledges that certain features or functionality may depend on Customer’s configuration choices, third-party service providers, third-party integrations, or additional services or modules purchased under an Order Form.