Root Funding Non-Profit Agreement

This Agreement sets forth the terms and conditions under which Root Funding Inc. ("Root Funding" or the "Company") will provide services to you as an individual/organization (the "Non-Profit").

The parties, for good and valuable consideration, and intending to be legally bound, hereby agree as follows:

1. Description of Services. Root Funding Inc. provides non-profit organizations with the tools necessary to mobilize their support base in an effort to launch their own independent fundraising campaigns through the internet (the "Services"). Supporters of a non-profit can create their own independent fundraising pages on the Company's web site (the "Site"), where online donations can be made. The scope of Services provided by the Company are more fully described on the Site and Site Terms of Use as may be revised from time to time by the Company, as set forth in the Terms of Use.

2. Donation Processing and Payment. Online donations via the Company's Site, through credit card and other online means of payment which may be accepted by the Company, will be charged concurrent with the making of such donation. Donations are processed through Stripe (the "Payment Processor"). Upon registration, the Non-Profit is required to create an account with the Payment Processor or use their existing account with the Payment Processor. Donations are sent directly from the donor to the Non Profit’s designated Payment Processor account. Donations to the designated Non-Profit will be net of Service Fee (if applicable) and less all applicable credit card processing, banking and other related fees (the "Charges and Expenses"). This fee and expense structure is subject to change from time to time at the sole discretion of Root Funding.

3. Non-Profit Information. Non-Profit represents and warrants to the Company that all information provided by it to the Company, either though the Site's online registration form or in writing, as well as in subsequent correspondence with the Company, is true, and correct. If Non-Profit indicates in its application information that it is a tax-exempt organization in its jurisdiction then it is representing to Root Funding that it properly has tax-exempt status under the laws of such jurisdiction as currently in effect. In addition, Root Funding may require Non-Profit to provide supplementary information about its organization as a condition of continued use of the Service. By entering into this Agreement Non-Profit hereby authorizes Root Funding to conduct background inquiries as Root Funding deems appropriate to confirm Non-Profit's eligibility to be listed on the Site and to review its continued use of the Service. Non-Profit hereby grants the Site and all donors and fundraisers using the Site the right to use its name, trademarks and logos in connection with fundraising campaigns on or through the Site. Non-Profit shall immediately notify the Company regarding any change in status or in the information provided by such Non-Profit to the Company.

4. Non-Profit Control of Fundraising Activity. The Non-Profit, in its sole discretion, may terminate any campaign that is being conducted on its behalf on the Site. All termination requests must be submitted to the Company in writing. The Company will use its best efforts to promptly remove such campaigns from the Site, and a notification of such removal will be issued to the campaign owner.

5. Fees. The Non-Profit can choose from the following fee structures by selecting the appropriate tab on the “Register Your Cause” Page:

(a) 5% Plan. Under the 5% Plan, there is no charge for setting up a Non-Profit profile or fundraising page on the Site. The sole fees to the Company are success based fees as follows. The Company will deduct a 5% fee (the "Service Fee") from all money that is collected on behalf of the Non-Profit through the use of the Company's Site. In addition, the Payment Processor will deduct all Charges and Expenses with respect to funds collected for, or paid to, the Non-Profit.

(b) Annual Membership Plan. The Non-Profit will pay a flat fee of $479.88 ($39.99x12) at the beginning of each membership term plus all credit card processing fees as they are incurred. If the subscription fee is not paid on time, the Non-Profit will be automatically registered under the 5% Plan and may not switch to the Annual Membership nor Month-to-Month Membership plans without express written approval of the Company. The annual membership payment will be billed to the Non-Profit’s credit card. The initial term of the Annual Plan is one year from the date of registration. The initial term and any subsequent term will renew automatically at the end of the term for subsequent one-year terms, unless the Company or the Non-Profit give notice of non-renewal at least 30 days prior to the end of such term. Once an Annual Membership Plan is terminated, the Non-Profit will automatically switch to the 5% Plan.

(c) Month-to-Month Membership. The Non-Profit will pay a flat fee of $49.99 per month at the beginning of each membership term plus all credit card processing fees as they are incurred. If any subscription fee is not paid on time, the Non-Profit will be automatically registered under the 5% Plan and may not switch to the Annual Membership nor Month-to-Month Membership plans without express written approval of the Company. The Month-to-Month membership payment will be billed to the Non-Profit’s credit card. The initial term of the Month-to-Month Plan is one month from the date of registration. The initial term and any subsequent term will renew automatically for subsequent monthly terms, unless the Company or the Non-Profit give notice of non-renewal prior to the end of such term. Once a Month-Month Membership Plan is terminated, the Non-Profit will automatically switch to the 5% Plan.

6. Disclaimer of Warranties. Root Funding makes no warranties regarding the safety of the Site and the accuracy of the content on the Site. Root Funding retains the right to restrict the use of the Site for any reason and at any time. Non-Profit represents and warrants that the use of its trademarks, trade names and other proprietary material does not and will not infringe upon any intellectual property, or any other rights of any third party.

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, ALL CONTENT, INFORMATION, SERVICES AND TOOLS AND ON THE SITE ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. USE OF THIS SERVICE IS SOLELY AT NON-PROFIT'S OWN RISK. ROOT FUNDING EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. ROOT FUNDING MAKES NO WARRANTY THAT THE CONTENT AND SOFTWARE ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE. ROOT FUNDING IS NOT RESPONSIBLE FOR ANY DAMAGES THAT OCCUR DUE TO ANY MALFUNCTION OF THE SITE, SOFTWARE BUGS, THE HOSTING ENVIRONMENT, OR ASSOCIATED COMMUNICATION INFRASTRUCTURE. TO THE EXTENT PERMISSIBLE BY LAW, ROOT FUNDING EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES AND MAKES NO REPRESENTATION AS TO WHETHER ONLINE DONATIONS ARE TAX DEDUCTIBLE. ROOT FUNDING SHALL HAVE NO LIABILITY FOR ANY CLAIM BY ANY FEDERAL OR STATE TAX AUTHORITY WITH RESPECT TO ANY CHARACTERIZATION OF ANY DONATIONS ON ANY APPLICABLE FEDERAL OR STATE TAX RETURN.

7. Liability. YOU UNDERSTAND AND HEREBY AGREE THAT, EXCEPT AS OTHERWISE EXPRESSLY STATED AND TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, IN NO EVENT WILL ROOT FUNDING AND ITS OFFICERS, DIRECTORS AND AFFILIATES BE LIABLE TO NON-PROFIT OR ANY OTHER PARTY FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, REGARDLESS OF THE NATURE OR BASIS OF THE CLAIM, RESULTING FROM ANY USE OF THE SITE, THE SERVICES, OR THE CONTENTS THEREOF OR OF ANY LINKED WEBSITE OR CONTENT INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, FAILURE OF PERFORMANCE, DELAY IN OPERATION OF TRANSMISSION, COMPUTER VIRUS OR EQUIPMENT OR NETWORK FAILURE OR OTHERWISE, EVEN IF THERE IS NEGLIGENCE BY ROOT FUNDING OR AN AUTHORIZED ROOT FUNDING REPRESENTATIVE AND REGARDLESS OF WHETHER NON-PROFIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NON-PROFIT UNDERSTANDS AGREES THAT ITS USE OF THE SITE IS CONDITIONED UPON ITS WAIVER OF ANY RIGHT TO SUE ROOT FUNDING AND ITS OFFICERS, DIRECTORS AND AFFILIATES OR TO PARTICIPATE IN ANY CLASS ACTION SUIT FOR DAMAGES OR LOSSES RESULTING FROM ITS USE OF THE SITE.

IN NO EVENT WILL THE LIABILITY OF ROOT FUNDING AND ITS OFFICERS DIRECTORS AND AFFILIATES ARISING OUT OF OR RELATED TO USE OF THE SITE, THE SERVICES OR THE CONTENTS THEREOF OR ANY LINKED WEBSITE OR MATERIALS, IN ANY EVENT EXCEED THE ACTUAL SERVICE FEES RECEIVED BY ROOT FUNDING FROM THE NON-PROFIT DURING THE 6-MONTH PERIOD PRIOR TO THE DATE THE CLAIM IS MADE.

8. Jurisdiction. All matters relating to Non-Profit's access to, or use of, the Services, the Site and all activities carried out through the Site or any fundraising page shall be governed by the laws of the State of New York, without giving effect to principles of conflicts of law or choice of law that would cause the substantive Laws of any other jurisdiction to apply. Any claims arising from access to or use of the Site shall be brought solely in the competent courts sitting in New York, NY. Non-Profit consents to the jurisdiction of such court.

9. Termination. Either the Company or the Non-Profit may terminate this Agreement at any time for any reason, upon 3 business days prior written notice. In the event that the Non-Profit terminates this Agreement during a Subscription Plan term, the subscription fee for the remaining term will not be refunded under any circumstances.

Upon receipt of the termination notification, the Company has the right to notify all campaign owners that the Non-Profit will no longer be an active participant on the Site. All campaigns for the Non-Profit will be terminated. No future credit card collection activity will occur.

10. Terms of Use. The Terms of Use and Privacy Policy of the Site as in effect from time to time as posted on the Company's Site shall apply to this Agreement between the Company and the Non-Profit, mutatis mutandis, as if incorporated herein.

11. Survival. The provisions of Sections 3, 6, 7, 8, 10 and 11 shall survive the termination or expiration of this Agreement. In addition, all provisions of the Site Terms of Use and Privacy Policy which by their terms survive termination or expiration shall likewise so survive for purposes of this Agreement.

12. Modifications. The Company reserves the right to modify the terms of this Agreement at any time and shall post such modified terms to the Site prior to such modifications taking effect. Non-Profits hereby agree to be bound by such modifications.