Master SaaS Subscription Agreement

This Master SaaS Subscription Agreement (this “Agreement”) is entered into by and between Nonprofit Liaison LLC, a Texas limited liability company with its principal place of business at 10716 Indian Scout Trl, Austin, Texas 78736 (“Nonprofit Liaison,” “we,” “us,” or “our”), and the customer identified on the Order Form (“Customer,” “you,” or “your”). Nonprofit Liaison and Customer are each a “Party” and together the “Parties.”

This Agreement governs Customer’s access to and use of the Nonprofit Liaison board management platform made available at NonprofitLiaison.com and the related modules, features, and services described in the applicable Order Form. This Agreement takes effect on the Effective Date stated on the first Order Form executed by the Parties (the “Effective Date”). By executing an Order Form that references this Agreement, or by accessing or using the Service, Customer agrees to be bound by this Agreement.

1. Definitions

1.1 Defined Terms. Capitalized terms used in this Agreement have the meanings set out below or where first defined in the text.

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means ownership of more than fifty percent (50%) of the voting interests of the subject entity or, for a nonprofit corporation, the power to appoint a majority of its governing body.

(b) “Authorized User” means an individual whom Customer authorizes to access the Service through Customer’s account, including Customer’s directors, trustees, officers, employees, committee members, contractors, and, where applicable, board observers and advisors. Each Authorized User must be identified by a unique credential and may not share that credential.

(c) “Customer Data” means all data, documents, minutes, agendas, board packets, policies, financial information, personnel information, donor and constituent information, and other content that Customer or its Authorized Users upload to, submit through, generate within, or store in the Service. Customer Data excludes Usage Data and Nonprofit Liaison Technology.

(d) “Documentation” means the then-current user guides, help center articles, administrator documentation, and technical specifications for the Service that Nonprofit Liaison makes generally available to its customers.

(e) “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, moral, database, and other intellectual property or proprietary rights recognized anywhere in the world, including all applications and registrations therefor.

(f) “Module” means an optional feature set or add-on component of the Service that is licensed separately and identified as such on an Order Form.

(g) “Order Form” means an ordering document (including any online order or renewal confirmation) executed or otherwise accepted by both Parties that identifies the Service and Modules purchased, the Subscription Term, the Fees, the Billing Frequency, and the permitted method of payment, and that expressly incorporates this Agreement by reference.

(h) “Personal Data” has the meaning given in the Data Processing Addendum attached as Exhibit B.

(i) “Service” means the hosted, multi-tenant board management software-as-a-service platform provided by Nonprofit Liaison and identified on an Order Form, together with any Modules purchased, the Documentation, and any updates, upgrades, patches, and modifications made generally available to subscribing customers during the Subscription Term.

(j) “Subscription Term” means the initial subscription period specified on an Order Form and each subsequent Renewal Term (as defined in Section 5.2), unless earlier terminated in accordance with Section 5.

(k) “Usage Data” means technical and operational data generated by or in connection with the operation of the Service, including log data, performance metrics, configuration data, feature usage counts, and error reports, in each case excluding Customer Data itself.

(l) “Nonprofit Liaison Technology” means the Service, the underlying software, source and object code, databases, application programming interfaces, templates, workflows, user interfaces, designs, know-how, and all other technology and materials used by Nonprofit Liaison to provide the Service, together with all Intellectual Property Rights therein, and all modifications, enhancements, and derivative works thereof.

2. The Service

2.1 Access Grant. Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, Nonprofit Liaison grants Customer, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service and Documentation solely for Customer’s internal governance and business purposes, and solely by Authorized Users up to the quantities and within the limits stated on the applicable Order Form.

2.2 Provisioning and Authorized Users. Nonprofit Liaison will provision Customer’s environment and issue administrator credentials promptly following the later of (a) execution of the Order Form and (b) receipt of the first payment due under Section 4. Customer is responsible for all activity occurring under its account and for its Authorized Users’ compliance with this Agreement. Customer will promptly deactivate credentials for any individual who ceases to be an Authorized User, including directors and officers whose terms have ended.

2.3 Modifications to the Service. Nonprofit Liaison continually improves the Service and may modify, enhance, or replace features at any time. Nonprofit Liaison will not, however, materially decrease the core functionality of the Service purchased on an Order Form during the then-current Subscription Term. Nonprofit Liaison may discontinue a Module upon at least sixty (60) days’ prior written notice, in which case Customer’s sole remedy is a pro-rata refund of prepaid, unused Fees allocable to that Module.

2.4 Implementation and Onboarding Services. If an Order Form specifies onboarding, implementation, configuration, data migration, or training services (collectively, “Onboarding Services”), Nonprofit Liaison will perform those services in a professional and workmanlike manner in accordance with the scope stated on the Order Form. Onboarding Services are provided remotely unless otherwise agreed in writing. Setup and implementation fees are earned upon commencement of the Onboarding Services and are non-refundable. Customer will provide timely access to the personnel, source data, and decisions reasonably required for Nonprofit Liaison to perform, and Nonprofit Liaison is not responsible for delays attributable to Customer’s failure to do so. Any deliverable created in the course of Onboarding Services constitutes Nonprofit Liaison Technology, except to the extent it consists of Customer Data.

2.5 Support. Nonprofit Liaison will provide technical support to Customer’s designated administrators in accordance with the support commitments set out in Exhibit A (Service Level and Support Agreement).

2.6 Beta and Evaluation Features. Nonprofit Liaison may make features designated as beta, preview, early access, or evaluation (“Beta Features”) available to Customer at no additional charge. Beta Features are provided “AS IS,” are excluded from the service levels in Exhibit A and from all warranties, indemnities, and support obligations, and may be modified or discontinued at any time. Customer’s use of Beta Features is voluntary and at Customer’s sole risk.

2.7 Affiliates. Customer’s Affiliates may be granted access under Customer’s subscription only if identified on the Order Form. Customer is jointly and severally responsible for each such Affiliate’s compliance with this Agreement and for all Fees attributable to that access.

2.8 AI Features. The Service may include features that use artificial intelligence or machine learning models to generate, summarize, transcribe, extract, classify, translate, or draft content (“AI Features”), and output produced by them (“AI Output”). Use of AI Features is subject to the allowance and overage terms in Section 4.11 and to this Section 2.8. As between the Parties, AI Output generated from Customer Data is treated as Customer Data. Section 6.5 governs the use of Customer Data in model training, and Nonprofit Liaison may engage third-party model providers as Subprocessors in accordance with Exhibit B.

(a) AI Output may be inaccurate, incomplete, fabricated, or misleading, and may not reflect what actually occurred at a meeting or what a record actually says. AI Features are drafting aids only.

(b) Customer is solely responsible for reviewing, verifying, correcting, and approving all AI Output before relying on it, adopting it, entering it into Customer’s records, or presenting it to its board, members, donors, auditors, funders, insurers, or any governmental authority. No AI Output becomes a record of Customer until a person with authority to do so has reviewed and adopted it.

(c) AI Output is not legal, tax, accounting, fiduciary, or governance advice, and does not satisfy any requirement of law, bylaw, or policy that a record be prepared, reviewed, attested, or certified by a natural person.

(d) AI Features are non-deterministic and may produce different output from identical inputs. Nonprofit Liaison does not warrant the accuracy, completeness, reliability, or fitness for any purpose of any AI Output, and Section 10.4 applies to AI Features and AI Output in full.

(e) Customer will not submit to AI Features any category of restricted data described in Section B.5 of Exhibit B, and will not use automated, scripted, or bulk means to consume AI Features, resell or provide AI capacity to any third party, or use AI Features to develop or improve a competing model or service.

(f) AI Features are excluded from the Availability Target and service credits in Exhibit A. Nonprofit Liaison may modify, throttle, or discontinue any AI Feature, or change the underlying model, at any time, including where required by a third-party model provider.

3. Customer Responsibilities and Restrictions

3.1 Acceptable Use. Customer will use the Service in compliance with this Agreement, the Documentation, and all applicable laws. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for obtaining all rights, consents, and authorizations necessary for Nonprofit Liaison to process Customer Data as contemplated by this Agreement.

3.2 Restrictions. Customer will not, and will not permit any Authorized User or third party to:

(a) sell, resell, rent, lease, sublicense, distribute, time-share, or use the Service as a service bureau or on behalf of any third party other than as expressly permitted on the Order Form;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying structure, or algorithms of the Service, except to the limited extent this restriction is unenforceable under applicable law;

(c) copy, modify, translate, or create derivative works of the Service or Documentation, or remove or obscure any proprietary notices;

(d) access the Service to build, train, or improve a competing product or service, or to benchmark or publish performance or comparison results without Nonprofit Liaison’s prior written consent;

(e) use any robot, scraper, or automated means to access the Service other than through APIs made available by Nonprofit Liaison and used in accordance with the Documentation, or exceed any published rate limits;

(f) upload or transmit any material that is unlawful, infringing, defamatory, or that contains viruses, worms, or other malicious code, or that constitutes any category of restricted data described in Section B.5 of Exhibit B, unless the Parties have agreed in writing to additional terms governing such data;

(g) interfere with or disrupt the integrity, security, or performance of the Service or the data of any other customer, or attempt to gain unauthorized access to any portion of the Service or its related systems; or

(h) use the Service in violation of any applicable export control, sanctions, or anti-corruption law.

3.3 Customer Systems. Customer is responsible for procuring and maintaining the network connections, browsers, devices, and third-party accounts required to access the Service, and for the security of its own systems and credentials. Nonprofit Liaison is not responsible for deficiencies in the Service arising from Customer’s network, equipment, or third-party services.

3.4 Governance and Legal Compliance. The Service is a document and workflow tool. Customer acknowledges and agrees that it is solely responsible for its own corporate governance, including the conduct and noticing of meetings, the sufficiency and adoption of minutes, quorum determinations, voting procedures, conflict-of-interest administration, record retention, and compliance with its bylaws, its articles or certificate of formation, applicable nonprofit corporation law, any open-meetings or public-records law to which it may be subject, and the requirements of any funder, regulator, or accrediting body. Nonprofit Liaison does not provide legal, tax, accounting, audit, fiduciary, or governance advice, and the Service does not constitute or replace such advice.

3.5 Third-Party Services. The Service may interoperate with third-party products and services (for example, calendar, single sign-on, file storage, or video conferencing providers) selected by Customer. Any such interoperation is subject to Customer’s separate agreement with the third-party provider, and Nonprofit Liaison makes no representation and assumes no liability with respect to third-party products or services, including their availability, security, or continued interoperability with the Service.

4. Fees, Billing, and Payment

4.1 Fees. Customer will pay all fees stated on each Order Form (the “Fees”) in U.S. dollars in accordance with this Section 4. Except as expressly stated in this Agreement, all Fees are non-refundable, all payment obligations are non-cancelable, and quantities purchased may not be decreased during a Subscription Term.

4.2 Subscription Plans and Billing Frequency. Fees for the Service depend on the billing frequency and corresponding payment method elected by Customer on the Order Form (the “Billing Frequency”):

(a) Annual Plan. Customer commits to a twelve (12) month Subscription Term and is invoiced for the full Subscription Term annually in advance, at the discounted annual rate stated on the Order Form. Annual Plan invoices are payable by ACH debit, ACH credit, or wire transfer only.

(b) Monthly Plan. Customer commits to a twelve (12) month Subscription Term and is invoiced in twelve (12) equal monthly installments, each billed in advance, at the higher monthly rate stated on the Order Form. Monthly Plan Fees are payable by credit card or debit card kept on file only.

Both plans are twelve (12) month commitments. Electing the Monthly Plan changes when the Fees are paid; it does not change whether they are owed. If Customer ceases payment, removes or invalidates its stored payment method, or purports to cancel a Monthly Plan subscription before the end of the then-current Subscription Term other than for Nonprofit Liaison’s uncured material breach under Section 5.3, all remaining monthly installments for that Subscription Term become immediately due and payable. The Parties acknowledge that the discounted Annual Plan rate is offered in consideration of prepayment of the full Subscription Term by ACH or wire, and that the higher Monthly Plan rate reflects the administrative burden, payment-processing cost, and collection risk of receiving the same twelve-month commitment in monthly installments by card.

4.3 Setup and Implementation Fees. Any setup, implementation, or onboarding fee stated on the Order Form is a one-time charge invoiced upon execution of the Order Form, is due before Customer’s environment is provisioned unless the Order Form states otherwise, and is non-refundable once the Onboarding Services have commenced.

4.4 Stored Payment Method Authorization (Monthly Plan). By electing the Monthly Plan and providing payment card information, Customer authorizes Nonprofit Liaison and its third-party payment processor to store Customer’s card and to charge that card, without further authorization and on a recurring basis, for all Fees due under the Order Form on each monthly billing date for the full Subscription Term and each Renewal Term, until the subscription expires or is terminated in accordance with Section 5 and all outstanding amounts are paid. Customer represents that it is authorized to provide the card for this purpose and will maintain current, valid card information for the duration of the Subscription Term. Nonprofit Liaison does not store full payment card numbers on its own systems; card data is held by a PCI DSS compliant payment processor. If a charge is declined, Nonprofit Liaison may retry the charge and may suspend the Service in accordance with Section 4.7.

4.5 ACH and Wire Payments (Annual Plan). Annual Plan invoices are due within thirty (30) (net 30) days of the invoice date, except that the initial invoice is due prior to provisioning. Customer is responsible for any bank, intermediary, or wire fees, and will remit the full invoiced amount net of any such fees. Customer will reference the invoice number with each remittance. Nonprofit Liaison may charge a fee of twenty-five dollars ($25) for each returned or reversed ACH transaction.

4.6 Mid-Term Additions. Customer may add Authorized Users or Modules during a Subscription Term by executing an additional Order Form or a written or electronic upgrade confirmation. Additions are co-terminous with the then-current Subscription Term, are billed at the rate applicable to Customer’s existing Billing Frequency, and are prorated for the remainder of that Subscription Term.

4.7 Late Payment and Suspension. Any amount not paid when due will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid. If any amount is more than ten (10) days past due, Nonprofit Liaison may, upon written notice (which may be by email to Customer’s billing contact), suspend Customer’s access to the Service until all past-due amounts are paid. Suspension under this Section does not relieve Customer of its payment obligations, does not extend the Subscription Term, and does not constitute a failure to meet the service levels in Exhibit A. Customer will reimburse Nonprofit Liaison for all reasonable costs of collection, including reasonable attorneys’ fees.

4.8 Taxes. Fees are exclusive of all taxes. Customer is responsible for all sales, use, value-added, gross receipts, excise, and similar taxes, duties, and assessments arising from this Agreement, excluding taxes based on Nonprofit Liaison’s net income, property, or employees. Nonprofit Liaison will invoice such taxes where required by law. If Customer is exempt from a tax, Customer will provide Nonprofit Liaison with a valid, current exemption certificate (for Texas sales and use tax, a properly completed Texas Comptroller Form 01-339) prior to invoicing; Nonprofit Liaison will apply the exemption prospectively upon receipt and is not obligated to refund taxes already remitted to a taxing authority. If any withholding is required by law, Customer will gross up the payment so that Nonprofit Liaison receives the full invoiced amount.

4.9 Fee Changes on Renewal. Nonprofit Liaison may increase the Fees effective as of any Renewal Term by providing written notice at least forty-five (45) days before the end of the then-current Subscription Term, which is fifteen (15) days before the deadline for Customer to give notice of non-renewal under Section 5.2. Unless the Order Form states otherwise, an increase will not exceed ten percent (10%) of the then-current Fees for the same quantities and Modules, and applies equally to Annual Plan and Monthly Plan subscriptions. If Customer does not accept a properly noticed increase, Customer’s sole remedy is to elect not to renew in accordance with Section 5.2.

4.10 Disputed Invoices. Customer must notify Nonprofit Liaison in writing of any good-faith dispute regarding an invoice within fifteen (15) days of the invoice date, describing the disputed amount and the basis for the dispute. The Parties will work in good faith to resolve the dispute promptly. Customer will timely pay all undisputed amounts. Amounts not disputed within that period are deemed accepted.

4.11 AI Usage Allowance and Overage Fees. Each account includes a monthly allowance of artificial intelligence processing capacity, measured in tokens (the units of text processed by the underlying model, counting both input submitted and output generated), in the quantity stated on the Order Form (the “AI Usage Allowance”).

(a) Scope and reset. The AI Usage Allowance applies per account, is shared across all Authorized Users, Modules, and Affiliates permitted on the Order Form, resets at the start of each monthly billing period, and does not accumulate or roll over. Unused allowance has no cash value and is not refundable, creditable, or transferable.

(b) Measurement. Nonprofit Liaison’s metering records are the sole and authoritative record of AI usage for all purposes under this Agreement. Current-period usage is visible to Customer’s administrators within the Service.

(c) Notice. Nonprofit Liaison will use commercially reasonable efforts to notify Customer’s designated administrator by email when consumption reaches approximately eighty percent (80%) and one hundred percent (100%) of the AI Usage Allowance for a billing period. These notices are a courtesy; failure to send or deliver one does not waive any overage Fee, entitle Customer to any credit, or excuse payment.

(d) Overages. Once the AI Usage Allowance for a billing period is exhausted, Nonprofit Liaison may, at its option and without further notice, (i) make additional capacity available and charge overage Fees in increments of twenty-five dollars ($25.00), each increment providing the additional token quantity stated on the Order Form; (ii) throttle or suspend access to AI Features for the remainder of that billing period; or (iii) both. Overage capacity is sold in whole increments only, and any partial increment consumed is billed as a full increment. Overage Fees are billed in arrears, are non-refundable, and are Fees for all purposes under this Agreement, including Sections 4.7 and 12.2.

(e) Payment of overage Fees. For Monthly Plan subscriptions, overage Fees are charged to the stored payment method together with the next monthly installment. For Annual Plan subscriptions, overage Fees are invoiced monthly or quarterly at Nonprofit Liaison’s option and are payable by ACH or wire on the terms in Section 4.5.

(f) Overage ceiling. Customer may set a maximum amount of overage Fees to be incurred automatically in a billing period using the controls in the Service. If Customer sets no amount, the default ceiling stated on the Order Form applies. Nonprofit Liaison will not automatically bill overage Fees above the applicable ceiling in a billing period without Customer’s further authorization; upon reaching the ceiling, AI Features are suspended for the remainder of that billing period. Suspension of AI Features under this Section is not a failure to meet the Availability Target and does not entitle Customer to any credit or refund.

(g) Changes. Nonprofit Liaison may change the AI Usage Allowance, the token quantity provided per increment, and the increment price effective as of any Renewal Term on notice under Section 4.9. Nonprofit Liaison may also change them during a Subscription Term on thirty (30) days’ written notice where a third-party model provider materially changes its pricing, capacity, or terms; in that case, if Customer does not accept the change, Customer’s sole and exclusive remedy is to discontinue use of AI Features, and the change does not affect Customer’s obligations with respect to the remainder of the Subscription Term for the balance of the Service.

5. Term, Renewal, Suspension, and Termination

5.1 Term of Agreement. This Agreement begins on the Effective Date and continues until the expiration or termination of all Order Forms issued under it, unless earlier terminated as provided in this Section 5.

5.2 Subscription Term and Automatic Renewal. Each subscription begins on the start date stated on the Order Form and continues for the initial Subscription Term stated there. Each Subscription Term, for both the Annual Plan and the Monthly Plan, will automatically renew for successive twelve (12) month periods (each, a “Renewal Term”) unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Notice of non-renewal may be given by email to the addresses in Section 13.2 or through any cancellation function made available within the Service. A notice of non-renewal takes effect at the end of the then-current Subscription Term and does not shorten it or reduce the Fees payable for it.

5.3 Termination for Cause. Either Party may terminate this Agreement or an affected Order Form upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing it in reasonable detail; provided that the cure period for Customer’s failure to pay Fees is ten (10) days. Either Party may terminate immediately upon written notice if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding not dismissed within sixty (60) days.

5.4 Suspension for Cause. Nonprofit Liaison may suspend Customer’s or any Authorized User’s access to the Service, in whole or in part, immediately and without liability, if Nonprofit Liaison reasonably determines that (a) continued access poses a security risk to the Service, to Nonprofit Liaison, or to any third party; (b) Customer or an Authorized User is violating Section 3.2; (c) suspension is required to comply with applicable law or an order of a governmental authority; or (d) Fees are past due as described in Section 4.7. Nonprofit Liaison will use commercially reasonable efforts to give advance notice and to limit the scope and duration of any suspension, and will restore access promptly once the cause is resolved.

5.5 Effect of Termination. Upon expiration or termination of an Order Form or of this Agreement: (a) all rights granted to Customer with respect to the affected Service terminate and Customer will cease all use of it; (b) all Fees accrued or payable through the effective date of termination become immediately due; and (c) if Customer terminates for Nonprofit Liaison’s uncured material breach under Section 5.3, Nonprofit Liaison will refund prepaid Fees allocable to the remainder of the then-current Subscription Term. If Nonprofit Liaison terminates for Customer’s uncured material breach, or if Customer terminates or abandons the Service for any reason other than Nonprofit Liaison’s uncured material breach, all unpaid Fees for the remainder of the then-current Subscription Term, including all remaining Monthly Plan installments, become immediately due and payable, and no prepaid Fees will be refunded. Termination does not limit either Party’s other rights or remedies.

5.6 Return and Deletion of Customer Data. During the Subscription Term, Customer may export Customer Data using the export functionality of the Service at any time. For thirty (30) days following expiration or termination, Nonprofit Liaison will, upon Customer’s written request, make Customer Data available for export in a commercially reasonable structured format, provided Customer’s account is current on all amounts owed. After that thirty (30) day period, Nonprofit Liaison may delete Customer Data in the ordinary course, and will do so within ninety (90) days, subject to residual copies retained in routine backups (which are deleted on the ordinary backup rotation) and to any retention required by applicable law. Nonprofit Liaison may charge its then-current professional services rates for any migration assistance requested beyond self-service export.

5.7 Survival. Sections 1, 2.6, 2.8, 3.2, 3.4, 4 (as to amounts accrued), 5.5 through 5.8, 6, 7, 8, 9.1, 10.3, 10.4, 11, 12, and 13, together with Exhibit B and Sections A.5 and A.6 of Exhibit A, and any other provision that by its nature should survive, will survive expiration or termination of this Agreement.

5.8 Termination for Convenience by Nonprofit Liaison. Nonprofit Liaison may terminate any Order Form or this Agreement for convenience, in whole or in part, upon ninety (90) days’ prior written notice to Customer, including where Nonprofit Liaison discontinues the Service generally or ceases to offer it to Customer’s category of subscriber. In that event, Nonprofit Liaison will refund to Customer any prepaid, unused Fees allocable to the terminated portion of the then-current Subscription Term, and that refund is Customer’s sole and exclusive remedy for the termination. Nothing in this Section obligates Nonprofit Liaison to continue offering the Service beyond the then-current Subscription Term.

6. Proprietary Rights

6.1 Nonprofit Liaison Technology. As between the Parties, Nonprofit Liaison and its licensors own and retain all right, title, and interest in and to the Nonprofit Liaison Technology, including all Intellectual Property Rights therein. Except for the limited access rights expressly granted in Section 2.1, no rights are granted to Customer, whether by implication, estoppel, or otherwise.

6.2 Customer Data. As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data, including all Intellectual Property Rights therein. Customer grants Nonprofit Liaison a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, adapt, and otherwise process Customer Data solely as necessary to provide, secure, maintain, and support the Service, to prevent or address technical or security issues, and to comply with applicable law or Customer’s written instructions.

6.3 Usage Data and Aggregated Data. Nonprofit Liaison may collect and use Usage Data to operate, secure, analyze, support, and improve the Service and to develop new products and features. Nonprofit Liaison may also create and use data derived from Customer Data that has been aggregated with data from other customers and de-identified so that it does not identify Customer, any Authorized User, or any natural person (“Aggregated Data”), including to produce industry benchmarks and statistical reports. Nonprofit Liaison will not disclose Usage Data or Aggregated Data in a form that identifies Customer or any Authorized User without Customer’s prior written consent.

6.4 Feedback. If Customer or any Authorized User provides suggestions, enhancement requests, or other feedback regarding the Service (“Feedback”), Nonprofit Liaison may use and exploit that Feedback without restriction or obligation of any kind, and Customer grants Nonprofit Liaison a perpetual, irrevocable, worldwide, royalty-free license to do so. Feedback is provided voluntarily and is not Customer’s Confidential Information.

6.5 No Machine Learning on Customer Data. Nonprofit Liaison will not use Customer Data to train generally available machine learning or artificial intelligence models made available to other customers or to the public, except where the data has been transformed into Aggregated Data. Any artificial intelligence features within the Service that process Customer Data will do so solely to generate output for Customer and its Authorized Users.

7. Confidentiality

7.1 Definition. “Confidential Information” means non-public information disclosed by one Party (the “Discloser”) to the other (the “Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information. The Nonprofit Liaison Technology, the Service’s non-public features and security documentation, and the pricing and non-standard terms of any Order Form are Nonprofit Liaison’s Confidential Information. Confidential Information excludes information that (a) is or becomes public through no fault of the Recipient; (b) was rightfully known to the Recipient without confidentiality restriction before disclosure; (c) is rightfully received from a third party without breach of any obligation; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

7.2 Obligations. The Recipient will (a) use the Discloser’s Confidential Information only as necessary to exercise its rights and perform its obligations under this Agreement; (b) protect it using at least the degree of care it uses for its own confidential information of like importance, and in no event less than reasonable care; and (c) disclose it only to those of its employees, Affiliates, contractors, and professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section 7. The Recipient is responsible for any breach of this Section 7 by those persons.

7.3 Compelled Disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, subpoena, or court order, provided that (to the extent legally permitted) it gives the Discloser prompt notice and reasonable cooperation, at the Discloser’s expense, in seeking protective treatment. Customer acknowledges that Customer may itself be subject to public-records or open-meetings requirements, and that compliance with those requirements is Customer’s responsibility.

7.4 Duration and Return. The obligations in this Section 7 continue for three (3) years after disclosure, except that obligations with respect to Customer Data and trade secrets continue for so long as the information remains confidential or a trade secret under applicable law. Upon the Discloser’s written request following termination, the Recipient will return or destroy the Discloser’s Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Section 7. Return and deletion of Customer Data is governed by Section 5.6.

7.5 Equitable Relief. The Parties agree that a breach of this Section 7 may cause irreparable harm for which monetary damages are an inadequate remedy, and that the non-breaching Party may seek injunctive or other equitable relief without the necessity of posting a bond, in addition to any other available remedies.

8. Security and Data Protection

8.1 Security Program. Nonprofit Liaison will maintain a written information security program that includes the administrative, technical, physical, and organizational safeguards described in Exhibit C (Security Exhibit), designed to protect the security, confidentiality, integrity, and availability of Customer Data. Nonprofit Liaison may update its safeguards from time to time, provided that it will not materially degrade the overall level of protection during a Subscription Term.

8.2 Data Processing Addendum. The Data Processing Addendum attached as Exhibit B governs the processing of Personal Data contained in Customer Data and is incorporated into this Agreement by reference.

8.3 Security Incidents. Nonprofit Liaison will notify Customer without unreasonable delay, and in any event within seventy-two (72) hours (or such shorter period as applicable law requires), after confirming a Security Incident affecting Customer Data, and will provide information then reasonably available regarding the nature of the incident, the categories of data involved, and the steps being taken. Nonprofit Liaison will investigate, take reasonable steps to mitigate and remediate, and cooperate reasonably with Customer’s own notification obligations. Nonprofit Liaison’s notification or remediation is not an acknowledgment of fault or liability. “Security Incident” means a confirmed breach of Nonprofit Liaison’s security leading to the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to Customer Data on systems controlled by Nonprofit Liaison; it excludes unsuccessful attempts and routine events such as pings, port scans, and failed log-in attempts that do not compromise Customer Data.

8.4 Customer Security Responsibilities. Customer is responsible for configuring the Service’s access controls appropriately, for administering permissions and role assignments, for enabling multi-factor authentication where available, for promptly removing departed Authorized Users, and for the security of credentials and devices under its control. Nonprofit Liaison is not responsible for unauthorized access resulting from Customer’s or an Authorized User’s acts or omissions, including compromised credentials, misconfigured sharing settings, or the transmission of Customer Data outside the Service.

8.5 Audits and Questionnaires. Upon Customer’s written request, no more than once per twelve (12) month period, Nonprofit Liaison will provide its then-current security overview and respond to a reasonable security questionnaire regarding the Service. This Section does not entitle Customer to conduct on-site inspections, penetration testing, or vulnerability scanning of the Service without Nonprofit Liaison’s prior written consent.

9. Service Levels

9.1 Availability Commitment. Nonprofit Liaison will use commercially reasonable efforts to make the Service available in accordance with the service level commitment set out in Exhibit A. Service credits issued under Exhibit A are Customer’s sole and exclusive remedy, and Nonprofit Liaison’s entire liability, for any failure to meet the service level commitment or for any unavailability, interruption, or degradation of the Service.

10. Warranties and Disclaimers

10.1 Mutual Warranties. Each Party represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and that it has full power and authority, and has obtained all necessary approvals, to enter into and perform this Agreement. Customer further represents that the individual executing an Order Form on its behalf is authorized to bind Customer.

10.2 Limited Service Warranty. Nonprofit Liaison warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation. This warranty does not extend to the availability, uptime, or continuity of the Service, which are addressed exclusively by Section 9.1 and Exhibit A, and no claim relating to availability may be brought under this Section 10.2. Customer must report any breach of this warranty in writing within thirty (30) days of discovery, with sufficient detail to permit Nonprofit Liaison to reproduce the issue. Nonprofit Liaison’s sole obligation, and Customer’s sole and exclusive remedy, for breach of this warranty is for Nonprofit Liaison to use commercially reasonable efforts to correct the non-conformity; and if Nonprofit Liaison is unable to do so within sixty (60) days after notice, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid, unused Fees for the terminated portion of the Subscription Term.

10.3 Warranty Exclusions. The warranty in Section 10.2 does not apply to any non-conformity arising from (a) use of the Service other than in accordance with this Agreement or the Documentation; (b) Customer Data or Customer’s systems, networks, or third-party services; (c) modifications to the Service not made by Nonprofit Liaison; (d) Beta Features or free-of-charge services; (e) the acts, omissions, outages, or discontinuation of any third-party hosting, database, infrastructure, or platform provider on which the Service depends; or (f) events described in Section 13.4.

10.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 10.1 AND 10.2, THE SERVICE, THE DOCUMENTATION, ANY ONBOARDING SERVICES, AND ALL OTHER MATERIALS PROVIDED BY NONPROFIT LIAISON ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. NONPROFIT LIAISON AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. NONPROFIT LIAISON DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, CONSISTENCY, OR FITNESS FOR ANY PURPOSE OF ANY AI OUTPUT, AND DISCLAIMS ALL LIABILITY ARISING FROM CUSTOMER’S RELIANCE ON AI OUTPUT THAT CUSTOMER HAS NOT INDEPENDENTLY REVIEWED AND VERIFIED. NONPROFIT LIAISON DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT ALL DEFECTS WILL BE CORRECTED, THAT THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT CUSTOMER DATA WILL NOT BE LOST OR ALTERED. NONPROFIT LIAISON DOES NOT WARRANT THAT USE OF THE SERVICE WILL CAUSE CUSTOMER TO BE IN COMPLIANCE WITH ANY LAW, REGULATION, BYLAW, FUNDING REQUIREMENT, OR GOVERNANCE STANDARD, AND MAKES NO REPRESENTATION REGARDING THE LEGAL SUFFICIENCY OF ANY MINUTES, RESOLUTION, CONSENT, NOTICE, POLICY, DISCLOSURE, OR OTHER RECORD CREATED, STORED, OR SIGNED USING THE SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR OBTAINING ITS OWN LEGAL, TAX, ACCOUNTING, AND GOVERNANCE ADVICE.

11. Indemnification

11.1 Indemnification by Nonprofit Liaison. Nonprofit Liaison will defend Customer, its Affiliates, and their respective directors, officers, and employees against any third-party claim, demand, suit, or proceeding alleging that the Service, as provided by Nonprofit Liaison and used by Customer in accordance with this Agreement, infringes or misappropriates that third party’s United States patent, copyright, trademark, or trade secret rights (an “Infringement Claim”), and will indemnify Customer for damages, costs, and reasonable attorneys’ fees finally awarded against Customer by a court of competent jurisdiction, or agreed to in a settlement approved in writing by Nonprofit Liaison, with respect to an Infringement Claim.

11.2 Exclusions. Nonprofit Liaison has no obligation under Section 11.1 to the extent an Infringement Claim arises from (a) Customer Data or any content, materials, or specifications provided by Customer; (b) use of the Service in combination with any product, service, hardware, software, or data not provided by Nonprofit Liaison, where the claim would not have arisen but for the combination; (c) modification of the Service by anyone other than Nonprofit Liaison; (d) use of the Service after Nonprofit Liaison notifies Customer to discontinue such use, or use of other than the most current release made available to Customer, where the claim would have been avoided; (e) Beta Features or services provided free of charge; or (f) Customer’s breach of this Agreement.

11.3 Mitigation. If the Service becomes, or in Nonprofit Liaison’s reasonable opinion is likely to become, the subject of an Infringement Claim, Nonprofit Liaison may, at its option and expense: (a) procure for Customer the right to continue using the Service; (b) modify or replace the Service so that it is non-infringing while retaining materially equivalent functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected Order Form on written notice and refund to Customer any prepaid, unused Fees allocable to the terminated portion of the Subscription Term. This Section 11 states Nonprofit Liaison’s entire liability and Customer’s sole and exclusive remedy for any Infringement Claim or allegation of infringement or misappropriation of intellectual property rights.

11.4 Indemnification by Customer. Customer will defend Nonprofit Liaison, its Affiliates, and their respective members, managers, officers, employees, and agents against any third-party claim, demand, suit, or proceeding arising out of or relating to (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates the rights of a third party or violates applicable law, or that Customer lacked the rights, consents, or authority necessary for Nonprofit Liaison to process it; (b) Customer’s or any Authorized User’s use of the Service in violation of this Agreement or applicable law; (c) Customer’s use of, reliance on, adoption of, or distribution of AI Output, including any claim that a record generated with the assistance of AI Features was inaccurate, incomplete, or improperly adopted; or (d) Customer’s corporate governance, meetings, records, disclosures, or determinations, including any claim brought by a director, member, donor, employee, funder, or regulator; and will indemnify Nonprofit Liaison for damages, costs, and reasonable attorneys’ fees finally awarded or agreed in settlement with respect to such a claim. THE PARTIES EXPRESSLY AGREE THAT CUSTOMER’S OBLIGATIONS UNDER THIS SECTION 11.4 APPLY REGARDLESS OF WHETHER THE UNDERLYING CLAIM IS ALLEGED TO ARISE, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OF NONPROFIT LIAISON OR ANY OTHER INDEMNIFIED PARTY, EXCEPT TO THE EXTENT THE CLAIM IS FINALLY DETERMINED TO HAVE ARISEN FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY. THIS PROVISION IS CONSPICUOUS AND IS INTENDED TO SATISFY THE EXPRESS NEGLIGENCE DOCTRINE AND THE FAIR NOTICE REQUIREMENTS OF TEXAS LAW.

11.5 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party in writing of the claim (except that a delay relieves the indemnifying Party only to the extent it is materially prejudiced); (b) give the indemnifying Party sole control of the defense and settlement of the claim, provided that the indemnifying Party will not settle any claim in a manner that imposes a non-monetary obligation or admission of liability on the indemnified Party without its prior written consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying Party’s expense. The indemnified Party may participate in the defense at its own expense with counsel of its choosing.

12. Limitation of Liability

12.1 Exclusion of Indirect 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 OPPORTUNITY, ANTICIPATED SAVINGS, OR FOR ANY LOSS, CORRUPTION, OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NONPROFIT LIAISON UNDER THE ORDER FORM GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. FOR CLARITY, SERVICE CREDITS ISSUED UNDER EXHIBIT A COUNT AGAINST, AND DO NOT INCREASE, THIS CAP.

12.3 Exclusions from the Limitations. The limitations in Sections 12.1 and 12.2 do not apply to: (a) Customer’s obligation to pay Fees, interest, taxes, and other amounts due under this Agreement; (b) Customer’s indemnification obligations under Section 11.4; (c) Customer’s violation of Section 3.2 (Restrictions), Customer’s unauthorized use or disclosure of Nonprofit Liaison’s Confidential Information, or Customer’s infringement or misappropriation of Nonprofit Liaison’s Intellectual Property Rights; or (d) either Party’s fraud or willful misconduct. FOR THE AVOIDANCE OF DOUBT, NONPROFIT LIAISON’S ENTIRE LIABILITY IS SUBJECT TO SECTIONS 12.1 AND 12.2 IN ALL CASES OTHER THAN ITS OWN FRAUD OR WILLFUL MISCONDUCT, INCLUDING WITH RESPECT TO ITS INDEMNIFICATION OBLIGATIONS UNDER SECTION 11.1, ANY SECURITY INCIDENT, ANY LOSS OR UNAUTHORIZED DISCLOSURE OF CUSTOMER DATA, AND ANY BREACH OF SECTION 7 (CONFIDENTIALITY), SECTION 8 (SECURITY AND DATA PROTECTION), OR EXHIBIT B (DATA PROCESSING ADDENDUM).

12.4 Basis of the Bargain. The Parties acknowledge that the limitations and exclusions in this Section 12 and the disclaimers in Section 10.4 are an essential basis of the bargain between them, that the Fees reflect this allocation of risk, and that Nonprofit Liaison would not enter into this Agreement on the stated terms without them. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

12.5 Limitations Period. Except for claims for non-payment, neither Party may bring any claim arising out of or relating to this Agreement more than two (2) years after the date on which the claim accrued. The Parties acknowledge that Section 16.070 of the Texas Civil Practice and Remedies Code voids a contractual limitations period shorter than two years, and this Section is intended to be the shortest period permitted by that statute.

13. General Provisions

13.1 Governing Law; Venue; Jury Waiver. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Travis County, Texas, for all disputes arising out of or relating to this Agreement, and waive any objection based on venue or forum non conveniens; provided that Nonprofit Liaison may bring an action to collect unpaid Fees in any court of competent jurisdiction, and either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs.

13.2 Notices. Legal notices under this Agreement must be in writing and are effective upon (a) personal delivery, (b) the second business day after mailing by nationally recognized overnight courier, or (c) the day of transmission by email with confirmation of receipt (an automated read receipt is not sufficient). Notices to Nonprofit Liaison must be sent to 10716 Indian Scout Trl, Austin, Texas 78736, Attn: Legal, with a copy to legal@nonprofitliaison.com. Notices to Customer must be sent to the address and notice email stated on the Order Form. Notwithstanding the foregoing, notices of renewal, non-renewal, fee changes under Section 4.9, updates under Section 13.10, suspension under Section 4.7, and routine operational, support, and billing communications, including invoices, are effective upon transmission by email to the applicable contact stated on the Order Form, without any requirement of confirmation of receipt. Each Party is responsible for keeping the contacts stated on the Order Form current.

13.3 Assignment. Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent, except that either Party may assign this Agreement in its entirety, upon written notice and without consent, to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity, provided that Customer may not assign this Agreement to a competitor of Nonprofit Liaison without Nonprofit Liaison’s prior written consent, and that no assignment may increase the scope of use beyond the quantities stated on the Order Form without payment of the applicable additional Fees. Any attempted assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the Parties’ permitted successors and assigns.

13.4 Force Majeure. Neither Party is liable for any delay or failure to perform (other than a payment obligation) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disaster, severe weather, fire, flood, epidemic or public health emergency, war, terrorism, civil unrest, labor disturbance, governmental action, failure of the public internet or of telecommunications or utility providers, denial-of-service attacks, and failures of third-party hosting or infrastructure providers. The affected Party will use commercially reasonable efforts to resume performance promptly. If a force majeure event prevents Nonprofit Liaison from providing the Service for more than thirty (30) consecutive days, either Party may terminate the affected Order Form on written notice and Customer will receive a pro-rata refund of prepaid, unused Fees.

13.5 Publicity. Nonprofit Liaison may identify Customer as a customer and use Customer’s name and logo on its website, in customer lists, and in sales and marketing materials, in each case consistent with Customer’s published brand guidelines. Customer may opt out of this permission at any time by written notice to Nonprofit Liaison, and Nonprofit Liaison will discontinue such use within thirty (30) days of the notice on a going-forward basis. Any other public statement, case study, quotation, or press release referencing Customer requires Customer’s prior written approval.

13.6 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, employment, or franchise relationship, and neither Party has authority to bind the other.

13.7 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and confers no rights on any other person or entity, including Authorized Users.

13.8 Severability and Waiver. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed, and the remaining provisions will continue in full force and effect. A Party’s failure or delay in exercising any right is not a waiver of that right, and no waiver is effective unless in a writing signed by the waiving Party.

13.9 Entire Agreement; Order of Precedence. This Agreement, together with all Order Forms and Exhibits, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous proposals, quotes, negotiations, and agreements, whether written or oral, regarding that subject matter. In the event of a conflict, the following order of precedence applies: (a) the Data Processing Addendum (Exhibit B) with respect to Personal Data; (b) the applicable Order Form, but only as to terms expressly stated in a section captioned “Special Terms” and only for that Order Form; (c) this Agreement; and (d) the Exhibits other than Exhibit B. Any additional or conflicting terms contained in a purchase order, vendor portal, vendor registration form, invoice acknowledgment, or similar Customer document are void and of no effect, even if signed or acknowledged by Nonprofit Liaison.

13.10 Amendment; Updates to This Agreement. Except as provided in this Section, this Agreement may be amended only by a written instrument signed by both Parties. Nonprofit Liaison may update this Agreement for subsequent Renewal Terms by posting the updated terms at a versioned URL and providing Customer with written notice at least forty-five (45) days before the end of the then-current Subscription Term, which is fifteen (15) days before the deadline for Customer to give notice of non-renewal under Section 5.2. The updated terms will apply beginning with the next Renewal Term. If an update materially and adversely affects Customer’s rights, Customer may elect not to renew by giving notice under Section 5.2, and that election is Customer’s sole remedy. The version of this Agreement in effect on the start date of a Subscription Term governs that Subscription Term.

13.11 Electronic Signature and Records. The Parties consent to the use of electronic signatures and electronic records in connection with this Agreement and each Order Form. An Order Form or amendment executed and delivered by electronic signature, electronic transmission, or click-through acceptance is valid, binding, and enforceable to the same extent as an original signed in ink, and neither Party will contest the validity or enforceability of this Agreement or any Order Form on the ground that it was signed or delivered electronically. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

13.12 Export and Sanctions Compliance. Each Party will comply with applicable United States export control and economic sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and that neither it nor any Authorized User is identified on any U.S. government restricted-party list.

13.13 Texas Deceptive Trade Practices Act. Customer represents that it is entering into this Agreement for commercial and organizational purposes, that it has been represented by, or has had the opportunity to consult, legal counsel of its own selection who was not directly or indirectly identified, suggested, or selected by Nonprofit Liaison, and that it is not in a significantly disparate bargaining position. Customer acknowledges that it is not relying on any representation, statement, or assurance not expressly set out in this Agreement. If Customer has executed a Waiver of Consumer Rights on an Order Form in the form prescribed by Section 17.42 of the Texas Business and Commerce Code, that waiver applies to this Agreement. Nothing in this Agreement is intended to waive any right that may not lawfully be waived.

13.14 Headings and Construction. Section headings are for convenience only and do not affect interpretation. “Including” and “includes” mean “including without limitation.” This Agreement is the product of negotiation between the Parties and will not be construed against either Party as the drafter.

Exhibit A — Service Level and Support Agreement

This Exhibit A applies to the Service during any period in which Customer’s account is current on all undisputed amounts owed. Capitalized terms not defined here have the meanings given in the Agreement.

A.1 Availability Target. Nonprofit Liaison will use commercially reasonable efforts to make the Service Available at least ninety-nine and one-half percent (99.5%) of the Measured Minutes in each calendar month (the “Availability Target”). The Availability Target is a best-efforts objective and not a guarantee, warranty, or condition of performance. Customer’s sole and exclusive remedy if the Availability Target is not met is the service credit described in Section A.4, subject to Section A.6.

A.2 Definitions.

(a) “Available” means the production instance of the Service is accessible and materially performing its core functions. The Service is “Unavailable” during any period of five (5) or more consecutive minutes in which authenticated users are unable to log in or to access core functionality, as measured by Nonprofit Liaison’s monitoring systems.

(b) “Measured Minutes” means the total minutes in the calendar month less all Excluded Time. “Monthly Uptime Percentage” means (Measured Minutes − Unavailable Minutes) ÷ Measured Minutes, expressed as a percentage. Excluded Time is removed from both terms of that calculation and is never counted as Unavailable Minutes, so that periods of Excluded Time neither increase nor decrease the Monthly Uptime Percentage.

(c) “Excluded Time” means any period of unavailability or degradation attributable to: (i) Scheduled Maintenance; (ii) Emergency Maintenance; (iii) a force majeure event as described in Section 13.4 of the Agreement; (iv) failures, outages, degradation, rate limiting, maintenance, or discontinuation by any third-party hosting, database, authentication, storage, or infrastructure provider on which the Service depends, including Nonprofit Liaison’s cloud platform provider and its underlying cloud region; (v) failures of the public internet, Customer’s network, hardware, software, browsers, or third-party services; (vi) Customer’s or an Authorized User’s acts or omissions, including misconfiguration, exceeding published limits, or violation of Section 3.2; (vii) suspension permitted under Section 4.7 or 5.4; (viii) Beta Features, AI Features, or services provided at no charge; (ix) throttling or suspension of AI Features under Section 4.11; or (x) denial-of-service or similar attacks.

A.3 Maintenance. “Scheduled Maintenance” means maintenance for which Nonprofit Liaison provides at least forty-eight (48) hours’ advance notice, by email or in-application notice, and which is performed during a standard maintenance window of 10:00 p.m. to 2:00 a.m. U.S. Central Time. “Emergency Maintenance” means maintenance that Nonprofit Liaison reasonably determines is necessary to preserve the security, integrity, or availability of the Service, for which Nonprofit Liaison will provide such notice as is practicable under the circumstances.

A.4 Service Credits. If the Monthly Uptime Percentage falls below the Availability Target in a calendar month, Customer may request a service credit calculated as a percentage of the subscription Fee for the affected month (for Annual Plans, one-twelfth of the annual subscription Fee), determined as follows:

A.5 Claim Procedure. To receive a service credit, Customer must submit a written request to support@nonprofitliaison.com within thirty (30) days after the end of the affected month, identifying the dates and times of the claimed unavailability and any supporting information. Nonprofit Liaison will evaluate the request in good faith against its monitoring records, which will be the authoritative source, and will respond within thirty (30) days.

A.6 Credit Limits and Sole Remedy. Service credits in any single month will not exceed twenty percent (20%) of the Fee for that month, and service credits in any twelve (12) month period will not exceed the Fees attributable to one (1) month. No credit is payable for any month in which the aggregate credit calculated would be less than twenty-five dollars ($25). Credits are applied against future invoices, have no cash value, are not refundable, do not extend the Subscription Term, and are forfeited upon termination. SERVICE CREDITS ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND NONPROFIT LIAISON’S ENTIRE LIABILITY, FOR ANY FAILURE TO MEET THE AVAILABILITY TARGET OR FOR ANY UNAVAILABILITY, INTERRUPTION, OR DEGRADATION OF THE SERVICE.

A.7 Technical Support. Nonprofit Liaison provides email and in-application support to Customer’s designated administrators at support@nonprofitliaison.com, Monday through Friday, 8:00 a.m. to 6:00 p.m. U.S. Central Time, excluding Nonprofit Liaison holidays. Nonprofit Liaison will use commercially reasonable efforts to meet the following initial response targets:

Nonprofit Liaison assigns severity levels in its reasonable discretion after consultation with Customer. Response targets are targets, not guarantees, and no service credit or other remedy attaches to a missed response target. Support does not include on-site services, custom development, data entry, or training beyond the scope of any Onboarding Services purchased.

A.8 Backups and Recovery. The production database is backed up automatically at least once daily by Nonprofit Liaison’s cloud platform provider, with backups retained in accordance with Nonprofit Liaison’s then-current plan configuration and in any event for at least seven (7) days. Nonprofit Liaison targets a recovery point objective (RPO) of twenty-four (24) hours and will use commercially reasonable efforts to restore the production environment within forty-eight (48) hours of declaring a disaster. These are operational targets, not guarantees, and no service credit or other remedy attaches to a missed RPO or RTO. Backups are not a records retention service and are not a substitute for Customer’s own recordkeeping; Customer is solely responsible for exporting and retaining copies of Customer Data as required by its bylaws, its policies, and applicable law.

Exhibit B — Data Processing Addendum

This Data Processing Addendum (“DPA”) forms part of the Agreement and applies to Nonprofit Liaison’s processing of Personal Data contained in Customer Data. In the event of a conflict between this DPA and the remainder of the Agreement with respect to Personal Data, this DPA controls.

B.1 Definitions. “Personal Data” means information within Customer Data that identifies, relates to, describes, or is reasonably capable of being associated with an identified or identifiable natural person, and that is protected as personal data, personal information, or an equivalent term under Applicable Data Protection Law. “Applicable Data Protection Law” means those United States federal and state privacy and data protection laws that actually apply to Nonprofit Liaison’s processing of Personal Data under the Agreement, which may include the Texas Data Privacy and Security Act and comparable state privacy statutes. The Parties acknowledge that several such statutes, including the Texas Data Privacy and Security Act, exempt nonprofit organizations and certain small businesses, and that the obligations in this DPA framed by reference to a particular statute apply only to the extent that statute applies to the Processing in question. “Process” and “Processing” mean any operation performed on Personal Data. “Subprocessor” means a third party engaged by Nonprofit Liaison to Process Personal Data on Customer’s behalf.

B.2 Roles of the Parties. Customer is the controller (or business) and determines the purposes and means of Processing Personal Data. Nonprofit Liaison is the processor (or service provider) and Processes Personal Data only on Customer’s documented instructions. The Agreement, including this DPA, together with Customer’s use and configuration of the Service, constitutes Customer’s complete documented instructions. Nonprofit Liaison will notify Customer if, in its reasonable opinion, an instruction violates Applicable Data Protection Law, unless prohibited from doing so.

B.3 Scope of Processing. Subject matter: provision of the board management Service. Duration: the Subscription Term plus the retention periods in Section 5.6 of the Agreement. Nature and purpose: hosting, storage, transmission, organization, retrieval, display, backup, support, and deletion of Customer Data in order to provide the Service. Categories of data subjects: Customer’s directors, trustees, officers, committee members, employees, contractors, volunteers, members, donors, and other individuals whose information Customer chooses to upload. Categories of Personal Data: names, business and personal contact details, role and term information, meeting attendance and voting records, conflict-of-interest and related-party disclosures, biographical information, credentials and authentication data, and any other Personal Data Customer elects to include in Customer Data.

B.4 Restrictions on Nonprofit Liaison. To the extent the following concepts are defined by an Applicable Data Protection Law that applies to the Processing, Nonprofit Liaison will not: (a) sell or share Personal Data; (b) retain, use, or disclose Personal Data for any purpose other than performing the Service and the business purposes specified in the Agreement, or as otherwise permitted by Applicable Data Protection Law; (c) retain, use, or disclose Personal Data outside the direct business relationship between the Parties; or (d) combine Personal Data with personal information received from other sources, except as permitted by Applicable Data Protection Law to perform the Service, to prevent fraud or security incidents, or to comply with law. Nonprofit Liaison certifies that it understands and will comply with these restrictions.

B.5 Sensitive Data. The Service is not designed for and Customer will not upload protected health information subject to HIPAA, payment card data subject to PCI DSS, Social Security or other government identification numbers, financial account numbers, biometric data, precise geolocation, or information about children under thirteen (13), unless the Parties have agreed in writing to additional terms governing that data. Nonprofit Liaison has no liability for any such data uploaded in breach of this Section.

B.6 Confidentiality and Personnel. Nonprofit Liaison will ensure that personnel authorized to Process Personal Data are subject to written confidentiality obligations, receive appropriate training, and are granted access on a least-privilege, need-to-know basis.

B.7 Security. Nonprofit Liaison will implement and maintain the technical and organizational measures described in Exhibit C, taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing, as well as the risk to individuals.

B.8 Subprocessors. Customer generally authorizes Nonprofit Liaison to engage Subprocessors, including its cloud platform provider (Supabase, running on Amazon Web Services), the third-party artificial intelligence model providers that power the AI Features, and email delivery, payment processing, error monitoring, analytics, and customer support providers. Nonprofit Liaison maintains a current list of Subprocessors and will make it available to Customer on request and through its website. Nonprofit Liaison will provide at least thirty (30) days’ notice, by email or by a mechanism Customer may subscribe to, before adding or replacing a Subprocessor that Processes Personal Data. Customer may object on reasonable data protection grounds within that period, in which case the Parties will work in good faith to identify a commercially reasonable alternative; if none is available, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid, unused Fees. Nonprofit Liaison will impose data protection obligations on each Subprocessor no less protective than those in this DPA and remains responsible for each Subprocessor’s performance.

B.9 Data Subject Requests. The Service provides functionality that enables Customer to access, correct, delete, and export Personal Data. Taking into account the nature of the Processing, Nonprofit Liaison will provide reasonable assistance to Customer in responding to verified requests from individuals to exercise their rights under Applicable Data Protection Law, to the extent Customer cannot do so through the Service. If Nonprofit Liaison receives such a request directly, it will promptly refer the individual to Customer and, unless legally prohibited, notify Customer. Nonprofit Liaison may charge its then-current professional services rates for assistance that is materially disproportionate to the ordinary use of the Service.

B.10 Security Incidents. Nonprofit Liaison will notify Customer of a Security Incident in accordance with Section 8.3 of the Agreement and will provide reasonable assistance to Customer in meeting Customer’s own breach notification obligations under Applicable Data Protection Law.

B.11 Assessments and Audits. Nonprofit Liaison will make available to Customer information reasonably necessary to demonstrate compliance with this DPA, and will provide reasonable cooperation with Customer’s data protection assessments, in each case in accordance with Section 8.5 of the Agreement.

B.12 Deletion and Return. Upon expiration or termination of the Agreement, Nonprofit Liaison will delete or return Personal Data in accordance with Section 5.6 of the Agreement, except to the extent retention is required by applicable law.

B.13 Data Location and Transfers. Nonprofit Liaison Processes and stores Customer Data in a United States cloud region operated by its platform provider. Nonprofit Liaison will not transfer Personal Data outside the United States without providing notice to Customer and implementing an appropriate transfer mechanism where required by Applicable Data Protection Law.

B.14 Artificial Intelligence Processing. Where Customer uses AI Features, Personal Data contained in the content Customer submits is transmitted to and Processed by a third-party model provider engaged as a Subprocessor. Nonprofit Liaison will engage only model providers that are contractually bound not to use Customer content to train their generally available models and not to retain it beyond what is necessary to return a response and to meet short-term abuse-monitoring requirements. Customer is responsible for deciding what content to submit to AI Features and for the lawfulness of doing so, and will not submit any category of restricted data described in Section B.5.

B.15 Liability. Each Party’s liability under this DPA is subject to the limitations and exclusions in Section 12 of the Agreement.

Exhibit C — Security Exhibit

This Exhibit C describes the security measures Nonprofit Liaison maintains for the Service as of the Effective Date. Nonprofit Liaison may update these measures from time to time provided the overall level of protection is not materially degraded during a Subscription Term. This Exhibit describes controls at a general level and does not disclose configuration details that would themselves create risk.

C.1 Security Program and Governance. Nonprofit Liaison maintains a written information security program, reviewed at least annually, with an individual assigned responsibility for information security. Policies address acceptable use, access control, change management, incident response, business continuity, and vendor management.

C.2 Access Control. Access to production systems and to Customer Data is restricted to personnel with a business need, granted on a least-privilege basis, protected by unique credentials and multi-factor authentication, reviewed at least annually, and revoked promptly upon role change or separation. Administrative actions on production systems are logged.

C.3 Encryption. Customer Data is encrypted in transit over public networks using TLS and encrypted at rest using AES-256, in each case as implemented by Nonprofit Liaison’s cloud platform provider. Application credentials, access tokens, and service keys are encrypted before storage. Encryption keys are managed by the platform provider’s key management services and rotated in accordance with that provider’s practices.

C.4 Tenant Separation. The Service is multi-tenant. Customer Data is logically separated from that of other customers by tenant identifiers enforced through Postgres row-level security policies at the database layer and by authorization checks applied at the application layer on each request. Logical separation is not physical separation, and Customer acknowledges that its data resides in a shared database cluster.

C.5 Infrastructure and Shared Responsibility. The Service is built on Supabase, a managed Postgres platform that runs on Amazon Web Services infrastructure, and is deployed in a United States region. Supabase maintains SOC 2 Type 2 certification and ISO/IEC 27001 certification, and AWS maintains its own certifications for the underlying facilities. Physical, environmental, network, hypervisor, and platform-layer security controls are the responsibility of those providers under their published shared responsibility models. Nonprofit Liaison does not operate its own data centers and does not control those layers. Nonprofit Liaison’s own responsibility is limited to the application layer and to the configuration of its platform tenancy. Certifications held by Supabase or AWS are theirs and do not transfer to, and are not held by, Nonprofit Liaison.

C.6 Network and Endpoint Security. Production environments are segmented from corporate environments and protected by firewalls, security groups, and default-deny ingress rules. Company endpoints with access to production or Customer Data require full-disk encryption, automatic screen lock, current operating system patches, and endpoint protection software.

C.7 Secure Development and Change Management. Changes to the Service follow a documented process that includes peer code review, automated testing, dependency vulnerability scanning, and separation of development, staging, and production environments. Production deployments are logged and revertible.

C.8 Vulnerability Management. Nonprofit Liaison performs automated dependency and vulnerability scanning of the application on an ongoing basis, monitors the security advisories of its platform providers, and applies security patches on a risk-prioritized basis. Nonprofit Liaison may engage a qualified independent third party to perform security testing of the application, at a frequency and scope Nonprofit Liaison determines. Where such a test has been performed, a redacted summary is available to Customer under confidentiality upon written request. Nothing in this Section obligates Nonprofit Liaison to conduct testing on any particular schedule.

C.9 Logging and Monitoring. The Service maintains application and audit logs of authentication events, administrative actions, and material record changes. Log retention follows Nonprofit Liaison’s then-current platform configuration and is generally not less than thirty (30) days. In-application audit trails available to Customer administrators are described in the Documentation, and Customer is responsible for reviewing them and for exporting any log evidence its own compliance program requires.

C.10 Backups and Resilience. Backup, retention, and recovery targets are stated in Section A.8 of Exhibit A. Backups are managed and encrypted by Nonprofit Liaison’s cloud platform provider. Nonprofit Liaison periodically validates that Customer Data can be restored from backup.

C.11 Incident Response. Nonprofit Liaison maintains a documented incident response plan covering detection, triage, containment, eradication, recovery, customer notification, and post-incident review. The plan is reviewed at least annually.

C.12 Personnel Security. Nonprofit Liaison requires written confidentiality agreements from all personnel and contractors with access to production systems, provides security awareness guidance at engagement, and may perform background screening where it considers it appropriate and where permitted by applicable law.

C.13 Vendor Management. Nonprofit Liaison evaluates the security posture of Subprocessors before engagement and reassesses material Subprocessors periodically. Subprocessors with access to Customer Data are bound by written confidentiality and security obligations.

C.14 Customer-Configurable Controls. The Service makes available to Customer administrators role-based permissions, granular document and folder access controls, multi-factor authentication, session timeout settings, and audit log review. Customer is responsible for configuring these controls appropriately for its environment, as described in Section 8.4 of the Agreement.

C.15 Scope of This Exhibit. This Exhibit describes measures in place as of the Effective Date and is provided for Customer’s information. Nonprofit Liaison does not itself hold SOC 2, ISO/IEC 27001, HIPAA, PCI DSS, FedRAMP, or any other certification or attestation, and makes no representation that it does. Statements in this Exhibit are not warranties, and Section 10.4 of the Agreement applies to them. If Customer requires a specific certification, attestation, control, or contractual security commitment beyond what is described here, that requirement must be agreed in writing in an Order Form and may carry additional Fees.

Questions about this Agreement? Contact legal@nonprofitliaison.com.