Organization Services Agreement

SIMPLYGIV – ORGANIZATION SERVICES AGREEMENT – (For Churches, Ministries, and Nonprofit Organizations)

This Organization Services Agreement (“Agreement”) is entered into as of the Effective Date (defined below) by
and between:

• SimplyGiv Entity:
  [SimplyGiv Legal Name], a DE LLC, with its principal place of business at 10701 Corporate Dr, Ste 150,
  Stafford, TX 77477(“SimplyGiv”, “we”, “us”, or “our”),
  and
• Organization:
  [Organization Name], a [type of entity, e.g., nonprofit corporation] organized under the laws of
  [State/Country], with its principal place of business at [Address] (“Organization”, “you”, or “your”).

SimplyGiv and Organization are each a “Party” and together the “Parties”.

Effective Date: The date of last signature below, or the date Organization first accesses or
uses the Services under this Agreement, whichever occurs earlier.

1. Purpose and Relationship to User Agreement

1.1 Purpose.

This Agreement sets forth the terms and conditions under which SimplyGiv will provide the Organization with
access to and use of the SimplyGiv platform and related services for the purpose of enabling digital giving,
payments, donor management, and related functionality for the Organization’s ministries, programs, and
supporters.

1.2 Relationship to User Agreement.

This Agreement applies to Organization’s use of the Services. Individual donors, members, and other end users of
SimplyGiv are also subject to the SimplyGiv User Agreement and SimplyGiv’s Privacy Policy, which are separate
agreements between those users and SimplyGiv. In the event of conflict between this Agreement and the User
Agreement, this Agreement will control solely with respect to the relationship between SimplyGiv and
Organization.

2. Definitions

For purposes of this Agreement:

• “Services” means the SimplyGiv online and mobile giving platform, kiosk and device-based giving, donor
  management tools, analytics and reporting, integrations, and any other products or services that SimplyGiv
  makes available to Organization under this Agreement, as further described in one or more Order Forms or
  online enrollment pages.
• “Platform” means SimplyGiv’s hosted software-as-a-service environment and related infrastructure that
  delivers the Services.
• “Order Form” means a mutually executed order form, online enrollment, or pricing schedule that references
  this Agreement and sets out specific Services, term lengths, and associated fees.
• “Organization Data” means data owned or controlled by Organization that is provided, uploaded, or imported
  into the Services by or on behalf of Organization (including Donor information) in the form received by
  SimplyGiv.
• “Donor” means any individual, household, business, or other entity who uses SimplyGiv to make donations,
  tithes, offerings, payments, pledges, or gifts to the Organization.
• “Payment Partners” means third-party payment processors, merchant acquirers, banks, gateways, and other
  financial institutions that process card, ACH, or other payments in connection with the Services.
• “De-Identified or Aggregated Data” means data derived from Organization Data and other data that has been
  processed in a way that does not reasonably identify Organization or any individual.

3. Services and License

3.1 Provision of Services.

Subject to Organization’s compliance with this Agreement and payment of all applicable fees, SimplyGiv will
provide Organization access to the Services identified in the applicable Order Form, during the Term.

3.2 License to Use Platform.

SimplyGiv grants Organization a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to
access and use the Services and Platform for Organization’s internal ministry and nonprofit purposes, solely in
accordance with this Agreement and any documentation we provide.

3.3 Restrictions.

Organization shall not, and shall not permit any third party to:

• Copy, modify, translate, or create derivative works of the Services or Platform;
• Reverse engineer, decompile, or attempt to extract source code from the Services;
• Use the Services to operate a service bureau, resell, or otherwise provide services to third parties (other
  than Donors to the Organization);
• Remove or alter any proprietary notices, branding, logos, or legal disclaimers;
• Bypass or attempt to bypass any security or access controls; or
• Use the Services in violation of SimplyGiv’s Acceptable Use Policy or applicable law.

3.4 Devices and Kiosks.

Where SimplyGiv provides or resells devices (e.g., payment terminals, kiosks, tablets), they remain subject to
separate hardware terms, including warranty, maintenance, and replacement policies, as set forth in the
applicable Order Form or addendum.

4. Implementation, Training, and Support

4.1 Implementation.

SimplyGiv will provide standard remote onboarding and implementation support to assist Organization in
configuring its initial giving forms, funds, campaigns, and any core integrations set forth in the Order Form.
Additional implementation or custom integration work may be provided as professional services at our
then-current rates or as otherwise agreed in writing.

4.2 Training.

SimplyGiv may provide training materials, online knowledge base content, and optional live or recorded training
sessions for Organization’s admin users. On-site training, if requested, will be subject to additional fees,
travel, and expense reimbursement.

4.3 Support.

During the Term, SimplyGiv will provide Organization with technical support via email, ticket portal, and/or
phone during published business support hours. Our support obligations and any service level commitments will be
as described in our then-current support policy or in an applicable Order Form.

5. Payment Processing and Merchant Accounts

5.1 Role of SimplyGiv.

SimplyGiv is a technology provider and giving platform, not a bank, money transmitter, or payment processor.
Payment processing services are provided by Payment Partners pursuant to separate merchant account or processing
agreements.

5.2 Merchant Account.

Organization acknowledges that:

• Organization may be required to complete a merchant application and enter into a separate agreement directly
  with a Payment Partner (the “Processing Agreement”); and
• Payment Partners, not SimplyGiv, are responsible for underwriting, settlement, chargebacks, refunds, and
  other card/ACH processing rules.

5.3 Compliance with Payment Partner Terms.

Organization agrees to comply with all applicable Payment Partner terms, card brand rules, NACHA rules (for ACH),
and applicable laws. If a Payment Partner or card network requires changes to the Services or Organization’s
practices, Organization will cooperate with such changes.

5.4 Chargebacks, Refunds, and Disputes.

Organization is solely responsible for:

• Managing refunds and handling donor inquiries and disputes;
• Costs and liabilities arising from chargebacks, ACH returns, or disputed transactions;
• Any fees assessed by Payment Partners due to Organization’s transaction activity.

SimplyGiv will provide reasonable reporting and access to transaction data to assist Organization but is not the
merchant of record and does not assume responsibility for chargebacks or returns.

6. Fees and Payment Terms

6.1 Fees.

Organization shall pay SimplyGiv the fees described in the applicable Order Form, which may include:

• Monthly or annual subscription fees for the platform and modules;
• Per-transaction fees, where applicable;
• Professional services, integration, or setup fees;
• Hardware fees (purchase, lease, or financing) if applicable.

6.2 Donor Covers Fees / Surcharges.

Where SimplyGiv supports “donor covers fees” or similar options:

• Donors may be given the option to add an additional amount to help offset processing and platform costs.
• The structure and messaging of such options will comply with applicable card and surcharge rules and
  applicable law.

6.3 Billing and Payment.

Unless otherwise stated in the Order Form:

• Subscription fees are billed monthly in advance or annually in advance, as specified.
• Transaction-related fees may be net-settled or invoiced periodically.
• All invoices are due within [10] days of the invoice date.

6.4 Taxes.

Fees are exclusive of any applicable taxes, duties, or charges. Organization is responsible for all such amounts
(excluding taxes on SimplyGiv’s income).

6.5 Late Payments.

Late payments may accrue interest at [1.5% per month] (or the maximum allowed by law, if less) and/or result in
suspension of Services until all overdue amounts are paid.

7. Organization Responsibilities

Organization agrees to:

• Provide accurate and complete information to SimplyGiv during onboarding and keep it current;
• Configure funds, campaigns, and communication content in a manner that is truthful, lawful, and not
  misleading;
• Ensure all appeals, solicitations, and donor communications comply with applicable law, including charitable
  solicitation and fundraising requirements;
• Reconcile its own financial records, including donation and payout reporting from Payment Partners;
• Maintain appropriate internal controls over access to the Services and Organization Data.

Organization acknowledges that it is solely responsible for the substance of its fundraising activities and donor
communications.

8. Data, Privacy, and Security

8.1 Ownership of Organization Data.

As between the Parties, Organization retains ownership of Organization Data in the form provided to SimplyGiv.
Organization grants SimplyGiv a non-exclusive, worldwide, royalty-free license to use, host, reproduce, modify,
and process Organization Data as necessary to provide and improve the Services and related products.

8.2 De-Identified and Aggregated Data.

SimplyGiv may create De-Identified or Aggregated Data from Organization Data and other data. SimplyGiv owns such
De-Identified or Aggregated Data and may use it for analytics, benchmarking, product improvement, or other
lawful purposes, provided it does not reasonably identify Organization or individual Donors.

8.3 Privacy and Personal Data.

Both Parties shall comply with applicable data protection and privacy laws. SimplyGiv’s collection and use of
personal data is described in its Privacy Policy, which Organization acknowledges it has reviewed.

8.4 Security.

SimplyGiv will use commercially reasonable administrative, physical, and technical safeguards designed to protect
Organization Data against unauthorized access, loss, or disclosure. Organization is responsible for maintaining
security and access controls for its own systems and devices used to access the Services.

8.5 Data Access and Export.

During the Term, Organization may access and export certain Organization Data via the Services in supported
formats. SimplyGiv is not obligated to maintain historical data indefinitely and may apply reasonable data
retention practices, as disclosed in our documentation or policies.

9. Confidentiality

9.1 Definition.

“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 which a
reasonable person would understand to be confidential under the circumstances, including business, financial,
technical, and product information.

9.2 Obligations.

The Receiving Party shall:

• Use Confidential Information only for purposes of performing under this Agreement;
• Not disclose Confidential Information to any third party except as allowed under this Agreement;
• Protect Confidential Information using at least the same degree of care it uses to protect its own
  confidential information (and no less than reasonable care).

9.3 Exceptions.

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement;
• Was known to the Receiving Party prior to disclosure;
• Is received from a third party without confidentiality obligations; or
• Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential
  Information.

9.4 Compelled Disclosure.

The Receiving Party may disclose Confidential Information where required by law or court order, provided it
(where legally allowed) gives prompt notice to allow the Disclosing Party to seek protective measures.

10. Acceptable Use and Compliance

10.1 Acceptable Use.

Organization shall not use the Services to:

• Conduct illegal activities or support organizations that are prohibited by law;
• Engage in fraud, money laundering, or other financial crimes;
• Transmit harmful code or content that is defamatory, obscene, or otherwise unlawful.

Organization agrees to follow SimplyGiv’s Acceptable Use Policy, as may be updated from time to time.

10.2 Charitable Compliance.

Organization is solely responsible for compliance with all laws and regulations governing its charitable or
nonprofit activities, including:

• Registration and reporting requirements;
• Issuance of tax-deductible receipts;
• Any donor disclosure or acknowledgment rules.

SimplyGiv does not provide legal or tax advice and does not guarantee that any receipts or reports generated
through the Services will satisfy any particular legal or tax requirements.

10.3 Public Ministry and Organizational Integrity Standards; Suspension Rights

Organization acknowledges that SimplyGiv provides Services primarily to churches, ministries, and nonprofit
organizations that operate in compliance with applicable law, payment network requirements, and generally
accepted standards of integrity, transparency, and accountability.

SimplyGiv reserves the right, in its reasonable and good-faith discretion, to suspend, restrict, or condition
access to the Services (in whole or in part) if SimplyGiv reasonably determines that the Organization:

(a) Illegal or Prohibited Conduct
Engages in or is reasonably suspected of engaging in illegal activity, including but not limited to fraud,
financial misrepresentation, deceptive fundraising practices, money laundering, or other conduct prohibited
under applicable federal, state, or local law.

(b) Payment Network, Processor, or Banking Violations
Violates, or is reasonably likely to violate, applicable payment network, processor, or banking rules, including
but not limited to card network operating regulations (including Visa, Mastercard, Discover, and American
Express rules), NACHA rules governing ACH transactions, and merchant account, gateway, or processing agreement
terms imposed by SimplyGiv’s Payment Partners.

(c) Reputational, Regulatory, or Platform Risk
Poses or is reasonably likely to pose a material reputational, regulatory, or legal risk to SimplyGiv,
SimplyGiv’s Payment Partners, or the broader SimplyGiv platform ecosystem, including conduct that could
reasonably result in regulatory scrutiny, loss of processing privileges, banking relationship risk, or material
erosion of public trust.

Notice and Immediate Suspension Rights
Where commercially reasonable and legally permissible, SimplyGiv will provide advance notice of suspension and a
reasonable opportunity for Organization to respond or cure the issue.

Notwithstanding the foregoing, SimplyGiv may suspend Services immediately and without prior notice where required
by applicable law, regulation, or governmental authority, required or requested by a Payment Partner, card
network, or financial institution, or where continued access presents an immediate financial, legal, security,
or reputational risk.

Financial Obligations During Suspension
Suspension under this Section does not relieve Organization of its obligation to pay any fees, charges, or
liabilities incurred prior to or during the suspension period.

SimplyGiv shall not be liable for any losses, damages, or business interruption arising from suspension required
by Payment Partners, card networks, or regulatory authorities.

SimplyGiv shall not be responsible for decisions made by Payment Partners, card networks, or financial
institutions, including termination, suspension, or restriction of payment processing capabilities.

11. Term and Termination

11.1 Term.

This Agreement commences on the Effective Date and continues for the initial subscription term specified in the
Order Form (the “Initial Term”). Thereafter, it automatically renews for successive periods equal to the Initial
Term (each, a “Renewal Term”), unless either Party gives written notice of non-renewal at least 60 days before
the end of the then-current term. The Initial Term and any Renewal Terms are collectively the “Term”.

11.2 Termination for Cause.

Either Party may terminate this Agreement or any Order Form upon written notice if the other Party:

• Materially breaches this Agreement and fails to cure such breach within [30] days after written notice, or
• Becomes insolvent, enters bankruptcy, or ceases operations in the ordinary course.

11.3 Suspension.

SimplyGiv may suspend Organization’s access to the Services (in whole or in part) if:

• Overdue amounts remain unpaid;
• Organization violates the Acceptable Use Policy or applicable law;
• Required by a Payment Partner, card network, or regulator.

We will use commercially reasonable efforts to notify Organization of suspensions where practicable.

11.4 Effect of Termination.

Upon termination or expiration:

• Organization’s right to access the Services will cease, and SimplyGiv may disable access to the Platform.
• Organization remains responsible for all fees incurred through the effective date of termination and for any
  hardware or financing obligations that survive.
• Certain provisions intended to survive (including payment obligations, ownership, confidentiality, liability
  limitations, and dispute resolution) will continue in effect.

SimplyGiv may retain copies of Organization Data as required for legal, regulatory, or operational purposes
consistent with our data retention practices.

11.5 Early Termination by Organization for Hardship or Structural Change

In addition to any termination rights set forth elsewhere in this Agreement, Organization may request early
termination of this Agreement prior to expiration of the applicable Term under the following limited
circumstances:

(a) Documented Financial Hardship
Organization experiences a material and documented financial hardship that substantially impairs its ability to
continue operations or reasonably afford the Services, including sustained and significant reductions in
donations, revenue, or funding sources.

(b) Major Leadership or Structural Change
Organization undergoes a significant leadership transition or structural organizational change, including but
not limited to loss, departure, incapacitation, or replacement of senior leadership (e.g., lead pastor,
executive director, or equivalent leadership role), merger or consolidation with another organization, or
dissolution, reorganization, or governance restructuring that materially changes operational control.

(c) Cessation of Operations
Organization permanently closes, dissolves, or otherwise ceases operations as a church, ministry, or nonprofit
organization.

Early Termination Request Process
To request early termination under this Section, Organization must provide written notice describing the
applicable circumstance and provide reasonable supporting documentation upon request. SimplyGiv will review such
requests in good faith and in a commercially reasonable manner.

Effect of Approved Early Termination
If SimplyGiv approves early termination, service access will terminate on a mutually agreed effective date,
Organization remains responsible for all fees incurred through the termination effective date, and one-time
implementation, onboarding, setup, or professional services fees remain non-refundable unless otherwise agreed
in writing.

Good Faith Review Standard
SimplyGiv will evaluate early termination requests in good faith and aims to address such matters with fairness,
care, and respect for the Organization’s mission and circumstances.

12. Warranties; Disclaimers

12.1 Mutual Warranties.

Each Party represents that it has the legal power and authority to enter into this Agreement.

12.2 SimplyGiv Warranties.

SimplyGiv warrants that it will provide the Services in a professional and workmanlike manner, consistent with
industry standards.

12.3 Organization Warranties.

Organization warrants that:

• It is duly organized and in good standing under applicable law;
• It is authorized to solicit and receive donations;
• It has obtained all necessary consents and permissions to provide Organization Data to SimplyGiv and to use
  the Services as contemplated by this Agreement.

12.4 Disclaimers.

Except as expressly provided in this Agreement, the Services and Platform are provided “AS IS” and “AS
AVAILABLE”, and SimplyGiv disclaims all other warranties, whether express, implied, or statutory, including any
implied warranties of merchantability, fitness for a particular purpose, and non-infringement. SimplyGiv does
not warrant that:

• The Services will be uninterrupted, error-free, or free from security vulnerabilities;
• Any analytics, forecasts, or insights will be accurate or suitable for any particular purpose;
• Use of the Services will result in any particular fundraising outcomes.

13. Indemnification

13.1 By Organization.

Organization shall indemnify, defend, and hold harmless SimplyGiv and its affiliates, officers, directors,
employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including
reasonable attorneys’ fees) arising out of or related to:

• Organization’s use of the Services in violation of this Agreement or applicable law;
• Organization’s fundraising appeals, donor communications, or misuse of Organization Data;
• Organization’s violation of Payment Partner rules or third-party rights.

13.2 By SimplyGiv.

SimplyGiv shall indemnify, defend, and hold harmless Organization from and against third-party claims alleging
that the Services, as provided by SimplyGiv and used as permitted under this Agreement, infringe or
misappropriate a third party’s U.S. intellectual property rights, subject to the limitations in Section 14.

13.3 Conditions.

The indemnified Party must:

• Promptly notify the indemnifying Party of the claim;
• Allow the indemnifying Party to control the defense and settlement;
• Cooperate reasonably at the indemnifying Party’s expense.

The indemnifying Party may not settle any claim that imposes non-monetary obligations on the indemnified Party
without its prior written consent.

14. Limitation of Liability

14.1 Exclusion of Certain Damages.

To the maximum extent permitted by law, neither Party shall be liable to the other Party for any indirect,
incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue,
goodwill, or data, arising out of or relating to this Agreement or the Services, even if advised of the
possibility of such damages.

14.2 Cap on Liability.

To the maximum extent permitted by law, each Party’s total aggregate liability arising out of or relating to this
Agreement shall not exceed the greater of:

• The total amount of fees paid or payable by Organization to SimplyGiv under this Agreement in the six (6)
  months preceding the event giving rise to the claim; or
• US $10,000.

14.3 Exceptions.

The limitations in this Section 14 shall not apply to:

• Organization’s payment obligations;
• Either Party’s indemnification obligations;
• Organization’s breach of Section 3 (License & Restrictions) or violation of SimplyGiv’s intellectual
  property rights.

15. Governing Law and Dispute Resolution

15.1 Governing Law.

This Agreement shall be governed by the laws of the State of Texas, without regard to its conflict of law
principles, except to the extent preempted by federal law.

15.2 Dispute Resolution; Arbitration; Venue.

The Parties may:

• Follow any arbitration or dispute resolution provisions set forth in the SimplyGiv User Agreement, as
  mutually agreed; or
• Alternatively, agree that any disputes arising under this Agreement shall be resolved exclusively in the
  state or federal courts located in Fortbend County, Texas, and each Party consents to the jurisdiction of
  such courts.

16. Miscellaneous

16.1 Independent Contractors.

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture,
franchise, or agency relationship.

16.2 Assignment.

Organization may not assign this Agreement or any rights hereunder without SimplyGiv’s prior written consent.
SimplyGiv may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of
substantially all its assets.

16.3 Entire Agreement.

This Agreement, together with all Order Forms and policies referenced herein, constitutes the entire agreement
between the Parties regarding the subject matter and supersedes all prior and contemporaneous agreements.

16.4 Amendments.

Any amendments to this Agreement must be in writing and signed or electronically accepted by both Parties, except
that SimplyGiv may update referenced policies (such as the Privacy Policy or Acceptable Use Policy) from time to
time.

16.5 Notices.

Notices under this Agreement must be in writing and delivered by email with confirmation of receipt, certified
mail, or reputable courier to the addresses set forth below (or as updated in writing):

• For SimplyGiv:
  Legal Counsel
  10701 Corporate Dr, Ste 150, Stafford, TX 77477
  Email: contact@simplygiv.com
• For Organization:
  [Contact Name/Title]
  [Address]
  Email: [_________]

16.6 Severability.

If any provision is held invalid or unenforceable, the remaining provisions will remain in full force and effect,
and the Parties will substitute a valid and enforceable provision that best reflects their original intent.

16.7 No Waiver.

Failure or delay by either Party to enforce any provision shall not be deemed a waiver of that or any other
provision.

16.8 Force Majeure.

Neither Party shall be liable for delays or failures in performance resulting from events beyond its reasonable
control, including acts of God, war, terrorism, labor disputes, governmental actions, or internet/hosting
failures, provided the affected Party uses reasonable efforts to mitigate and resume performance.

17. Signatures

IN WITNESS WHEREOF, the Parties have executed this Organization Services Agreement as of the Effective Date.