Terms of Use

One Donation, Inc.
User Terms of Use

These Terms of Use (the “Terms of Use”) constitute a legal agreement between One Donation,
Inc., a North Carolina corporation (“One Donation” or “We”), and you, the user of the Services (as
defined below) (“You” or “User”). One Donation offers access to certain features of its websites
(each, a “Website”) and to its Services, either through the Websites or through certain authorized
third-party websites, portals, or applications (each a “Third-Party Site”), to individual users on the
terms and conditions set forth herein.
By using the Services, including through a Third-Party Site or by merely visiting a Website, You
are agreeing to these Terms of Use. One Donation is willing to make the Services available to
User only on the condition that User agrees to or affirmatively accepts these Terms of Use in their
entirety. Please read these Terms of Use carefully before using the Services. If You do not agree
to these Terms of Use, then You must leave the Website or cease use of the Services
immediately.

IMPORTANT: THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION PROVISION
AND CLASS ACTION WAIVER THAT, AS FURTHER SET FORTH IN SECTION 11 BELOW,
REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
THIS MEANS THAT USER IS GIVING UP THE RIGHT TO SUE IN COURT OR IN CLASS
ACTIONS OF ANY KIND.

1. ACCESS RIGHTS; SUBSCRIPTION SERVICES; OWNERSHIP
1.1 Right to Access. Subject to these Terms of Use and to any limitations set forth on the
Website, One Donation grants to User a nonexclusive, nontransferable, revocable,
non-licensable limited right to access and use (the “Access Rights”) the Services through
the Website and through applicable Third-Party Sites, solely for the personal use of User
or as an Administrator on behalf of an Employer (each as defined below), and solely
during the Subscription Term (as defined below). One Donation may, in its sole discretion,
change, delete, or discontinue all or any part of the Services.

1.2 Employers; Accounts. Certain features and functionality of the Services are restricted
to users (i) who are employees of entities that have a separate agreement with One
Donation (“Employers”) or with another authorized third party (a “Third-Party Provider”)
(each such separate agreement, the “Master Agreement”) and (ii) who have an account
(an “Account”). One Donation may request certain information from You during your
initial use of the Services or any time thereafter. User represents that all information User
provides to One Donation in each such submission (the “Account Information”) will be
true, accurate, complete, and current and that User will promptly update its Account
Information as necessary such that it is, at all times, true, accurate, complete, and
current. You acknowledge and agree that your access to your Account may be restricted,
denied, or suspended if the Account Information does not match or is inconsistent with
any information about You provided to One Donation by your Employer or Third-Party
Provider. Except with respect to users who access the Services on behalf of Employers
or Third-Party Providers (“Administrators”), You may not create or access an Account on
behalf of any person other than Yourself. You represent that you are at least the age of
majority in your jurisdiction of residence and that you are a resident of the United State of
America.

2. THE SERVICES
2.1 How It Works. Our Services include a giving system to accept and process donations
from You (“Donations”) and to then re-grant donations to charities and other qualifying
tax-exempt organizations in the One Donation database (the “Charities”). We also have
an agreement with P.R.E.P., a registered 501(c)(3) (the “Foundation”) for the purpose of
transmitting Donations to the Charities. The Foundation is an independent, tax-exempt

nonprofit organization that is the initial recipient of all donations made through the
Website or Services. You first make a Donation to the Foundation, and then you may
make regrant recommendations for portions of that Donation to one or more Charities
(each, a “Recommendation”), at which point the Foundation will, subject to these Terms
of Use, remit certain amounts to a Charity (“Regrant”).
2.2 Our Role; Fees. One Donation merely provides a platform for Donations to Charities.
One Donation also works with Employers, payroll processors, and Third-Party Providers,
some of whom are payroll processors, to enable and facilitate Donations to be made via
deductions from payroll and to allow employers to offer certain charity- and
donation-based benefits to their employees. One Donation typically charges an
administrative or processing fee per transaction that is negotiated with each Employer or
Third-Party Provider and is typically either a flat fee of fifty cents ($0.50) per Donation or
7% of each Donation, which may be deducted from the Donation amount or paid
separately by the Employer or Third-Party Provider.
2.3 Donations; Charities. Donations made through the Services, or that One Donation
otherwise facilitates in coordination with Employers and payroll providers, are complete
and final charitable gifts to the Foundation and are not refundable. The Services contain
pages featuring Charities to receive regrants of Donations, but the existence of these
pages on the Website or within the Services does not and is not intended to constitute a
solicitation of donations in any way.
2.4 Regrants. The amount of any Regrant will be based on your Recommendation, less
applicable administrative and payment processing fees payable to One Donation. One
Donation reserves the right to establish minimum amounts and other restrictions for any
Regrant. In addition, the Foundation may pool your Regrant with Regrants from other
Users, but will generally make a Regrant to the recommended Charity within 30 days
following receipt of your Donation and Recommendation. The Foundation makes every
reasonable effort to respect the wishes of its donors. However, to comply with federal tax
laws and Internal Revenue Service regulations, the Foundation must retain the exclusive
authority, discretion, and legal control over all Donations. In the rare event that the
Charity you have advised does not satisfy the Foundation’s criteria or otherwise does not
enable or accept payment (e.g., poor standing, lost IRS charity designation, suspicion of
illegal activities), the Foundation may select an alternate Charity to receive your
Donation, provided that we will attempt to notify you and work with you to identify that
alternative Charity prior to making such alternate Regrant. In addition, please contact us
at charities@onedonation.org if you would like to donate to a charity not on our list of
Charities. If you make a Donation but do not provide a Recommendation within two (2)
years for any portion of the Donation, we will endeavor to contact you at the last email
address you have on file; if we are unable to contact you or if you still do not provide a
Recommendation, we may select an alternate Charity.
2.5 Recurring Donations. If You select and agree to make recurring Donations, then You
accept responsibility for all such Donations that We automatically effect prior to Your
cancellation of such Donations, including by way of automatically deducting the amounts
of such Donations from your payroll. WE MAY EFFECT PERIODIC DEDUCTIONS OR
SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER
AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF
WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS
AUTHORIZATION. SUCH NOTICE WILL NOT AFFECT DONATIONS EFFETIED
BEFORE WE COULD REASONABLY ACT TO STOP ANY SUCH DONATION. TO
TERMINATE YOUR AUTHORIZATION, FOLLOW THE INSTRUCTIONS SET FORTH IN
THE SERVICES AS THEY ARE UPDATED FROM TIME TO TIME.

2.6 Charities’ Usage. The Services may offer a donor the ability to indicate preferences for
specific use of the funds by a Charity in a Recommendation. If you express such a
preference, it will be noted in the communication to the Charity accompanying the
Regrant, but it does not and cannot guarantee that funds will be used in a manner
consistent with any such preference, and neither One Donation nor the Foundation are
responsible for or will be held liable for the ultimate handling of such preferences. You
hereby acknowledge that any designation of a Donation’s use is merely an expression of
preference and does not give rise to any contractual obligations. One Donation reserves
the right in its sole discretion to remove or edit a donor’s indicated preference for use of
the funds before it is provided to the designated charity, for example, if One Donation
deems it inappropriate, offensive or misrepresentative. In addition, federal law prohibits
Charities from promising or providing goods and services in exchange for making a
donation to the Foundation. Users and Charities may create specific events benefiting
Charities through the Service and/or by contacting One Donation at
services@onedonation.org.
3. ONE DONATION RIGHTS
3.1 Proprietary Rights; No Implied Licenses. The Services contain textual and/or
graphical materials that describe the features, functions, and uses of the Services made
available to Users from time-to-time (the “Documentation”). The Website, the Services,
including without limitation all software code thereto, the One Donation Content (as
defined below), Documentation, Analytics (as defined below), and all content and
materials that are not directly associated with a User that appear in the Services, and all
improvements, modifications, derivative works or innovations made thereto and all
Intellectual Property Rights therein (collectively, the “One Donation Materials”), are, as
between the parties, the exclusive property of One Donation, even if such improvements,
modifications, derivative works or innovations result from suggestions, enhancement
requests, recommendations or other feedback provided by User. Except for the Access
Rights expressly granted herein, all rights in and to all of the foregoing are reserved by
One Donation. These Terms of Use do not convey to User any rights of ownership or
other Intellectual Property Right in, to, or under any One Donation Materials. No right is
granted to distribute, publish, modify, adapt, translate or create derivative works of the
One Donation Materials. User shall accurately reproduce all proprietary notices,
including any copyright notices, trademark notices, or confidentiality notices that are
contained within the One Donation Materials. Nothing in these Terms of Use will be
deemed to grant to User any right to receive a copy of any software underlying the
Website or Services, in either object or source code form. One Donation shall own all
Intellectual Property Rights related to any feedback, comments, or suggestions User
provides to One Donation with respect to the One Donation Materials, and User hereby
assigns all such Intellectual Property Rights to One Donation. As used herein
“Intellectual Property Rights” means the exclusive rights held by the owner of a copyright,
patent, trademark, or trade secret, including: (a) the rights to copy, publicly perform,
public display, distribute, adapt, translate, modify and create derivative works of
copyrighted subject matter; (b) the right to exclude another from using, making, having
made, selling, offering to sell, and importing patented subject matter and from practicing
patented methods; (c) the rights to use and display any marks in association with
businesses, products or services as an indication of ownership, origin, affiliation,
endorsement, or sponsorship; and (d) the rights to apply for any of the foregoing rights,
and all rights in those applications. Intellectual Property Rights also include any and all
rights associated with particular information that are granted by law and that give the
owner, independent of contract, exclusive authority to control use or disclosure of the
information, including enforceable privacy rights and any rights in databases recognized
by applicable law. User agrees that if User infringes One Donation’s Intellectual Property
Rights or exceeds the scope of permitted use under these Terms of Use, One Donation
will be irreparably injured and may terminate these Terms of Use.

3.2 Analytics. As used herein, “Analytics” means information, data, statistics, metadata,
inferences, interrelationships, and/or associations generated by or from the Services, or
regarding User’s use of the Services. One Donation may create, collect, use and
disclose Analytics for industry analysis, benchmarking, analytics, marketing, and other
business purposes in support of the provision and improvement of the Services, and for
any other purpose not prohibited by the Privacy Policy (as defined below).
3.3 Privacy. One Donation’s collection, use, and disclosure of User’s personal information,
and of any data or Analytics relating to User’s use of the Services, is governed by the
[One Donation Privacy Policy], as it may be updated from time-to-time in One Donation’s
sole discretion (the “Privacy Policy”).
3.4 Monitoring; Investigations. One Donation may, but is not obligated to, monitor or
review the User Content and User’s use of the Services at any time. Without limiting the
foregoing, One Donation shall have the right, in its sole discretion, to edit any User
Content before submission to any third party or to remove any User Content for any or no
reason, including if such User Content violates these Terms of Use or any applicable law,
immediately and without prior notice to you. If One Donation becomes aware of any
possible violations by You of any provision of these Terms of Use, One Donation reserves
the right to investigate such violations, and One Donation may, in its sole discretion,
immediately terminate your access to the Services.
4. USER RESPONSIBILITIES
4.1 Access Credentials. User will safeguard the devices, computers, and networks used to
access the Services and safeguard and keep confidential all login information,
passwords, and security protocols through which User accesses and uses the Services
(“Access Credentials”). One Donation reserves the right, in its sole discretion and without
liability to User, to take any action One Donation deems necessary or reasonable to
ensure the security of the Services and User’s Access Credentials and account, including
terminating User’s access, changing passwords, or requesting additional information to
authorize activities related to User’s account.
4.2 User Content. The Services may allow User to input or upload content (“User Content”).
User represents, warrants, and covenants that it has, and will have during the
Subscription Term the legal right and authority to provide One Donation with access to,
use of, and license to the User Content and such access, use and license will not a
cause a breach of any third-party agreement, violate any right of a third party, or any
applicable law. Without limiting the generality of the foregoing, User represents, warrants
and covenants that at all times during the Term, it will have obtained all consents
reasonably necessary for One Donation to access and use the User Content and that the
User Content:
a) will be provided to One Donation in accordance with all applicable laws, do
not otherwise violate any applicable law, and could not give rise to any civil liability;
b) will not infringe any intellectual property rights or violate the privacy, publicity,
or other rights of third parties or any other law, statute, ordinance or regulation;
c) will not be violent, threatening, defamatory, vulgar, obscene, libelous, or
racially, ethnically or otherwise objectionable;
d) will not and do not misrepresent the source of the User Content;
e) will not and do not misrepresent User’s identity in any way;
f) will not and do not contain any viruses, Trojan horses, spyware, malware,
worms, time bombs, cancelbots, or other disabling devices or other harmful
component intended to damage, detrimentally interfere with, surreptitiously intercept
or expropriate any system, data or personal information;
g) will not and do not advocate or encourage any illegal activity; and
h) will not violate, or encourage any conduct that would violate, any applicable
law or regulation or would give rise to civil liability.

4.3 General Restrictions on Use. User shall comply with all applicable laws in its use of the
Services and agrees not to act outside the scope of the rights that are expressly granted
by these Terms of Use. User will not (a) make the Services available to anyone else; (b)
commercially exploit, sell, resell, license, sublicense, rent, lease, or distribute the
Services or include any Services or any derivative works thereof in a service bureau or
outsourcing offering; (c) copy, modify, or make derivative works based upon the Services;
(d) create internet “links” to the Services or “frame” or “mirror” any reports contained in, or
accessible from, the Services on any other website, server, wireless or Internet-based
device; (e) access the Services for purposes of monitoring its availability, performance, or
functionality, or for any other benchmarking or competitive purposes; (f) decompile,
disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source
code from which any software component underlying the Services are compiled or
interpreted; (g) access the Services by electronic agent, “bot”, or other automated means
or otherwise scrape or index any part of the Services; or (h) interfere with or disrupt the
integrity or performance of the Services, the Website, or the data contained therein or
disrupt any servers or networks connected to the Services, or disobey any requirements,
procedures, policies or regulations of networks connected to the Services. Compliance
with the restrictions set forth in this Section is an essential basis of these Terms of Use.
4.4 International Users. The Website and Services can be accessed from countries around
the world and may contain references to Services and Content that are not available in
your country. These references do not imply that One Donation intends to announce
such Services in your country. The One Donation Properties are controlled and offered
by One Donation from its facilities in the United States of America. One Donation makes
no representations that the Website and Services are appropriate or available for use in
other locations. Those who access or use the Website and Services from other
jurisdictions do so at their own volition and are responsible for compliance with local law.
5. CONTENT
5.1 Platform Content. One Donation provides certain information, data, and other content
as part of the Services (the “One Donation Content”). The Services may include, feature,
or link-to information, data, and other content or websites from third parties, including
without limitation from Employer, Third-Party Providers, or from other third parties and
including without limitation regarding Charities (collectively, the “Third-Party Content” and
together with the One Donation Content, the “Platform Content”).
5.2 Verification. One Donation checks the verification of Charities via Internal Revenue
Service records; however, it cannot guarantee that all Charities are and will be who they
say they are. NEITHER ONE DONATION NOR ITS AFFILIATES OR LICENSORS IS
RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY
CHARITY OR PERSON ASSOCIATED WITH ANY CHARITY.
5.3 DISCLAIMERS. For the avoidance of doubt, One Donation does not approve or endorse,
is not responsible or liable for, and makes no representations as to any Charity,
Third-Party Content, or third parties, products, or services included within the One
Donation Content. The inclusion of any such link or such content does not and shall not
be interpreted to imply any association, sponsorship, endorsement, or affiliation with any
third party, unless expressly stated within the Services. One Donation shall have no
liability whatsoever in connection with any Third-Party Content. One Donation is not
responsible for any Third-Party Provider or merchant modifying, withdrawing from, or
discontinuing participation in any Offer. ALL PLATFORM CONTENT IS PROVIDED “AS
IS” AND “AS AVAILABLE,” AND NEITHER ONE DONATION NOR ANY THIRD-PARTY
PROVIDER MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO
THE PLATFORM CONTENT, INCLUDING WITHOUT LIMITATION WITH RESPECT TO
COMPLETENESS, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

5.4 Deletion of Content. The Platform Content may change from time to time, and One
Donation reserves the right to permanently delete any and all Platform Content, including
Platform Content that relates to User. User agrees that One Donation has no
responsibility or liability for the deletion or failure to store any such Platform Content.
6. DISCLAIMER OF WARRANTIES
6.1 Disclaimer of Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO
APPLICABLE LAW, ONE DONATION, ITS AFFILIATES, THE THIRD-PARTY
PROVIDERS, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL
WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING
WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY
PARTICULAR PURPOSE, AND NON-INFRINGEMENT. One Donation and the
Third-Party Providers shall not be responsible for ensuring and does not represent or
warrant that: (a) the Services will meet User’s requirements; (b) the Services will be
error-free or uninterrupted or that the results obtained from its use will be accurate or
reliable; or (c) all deficiencies in the Services can be found or corrected. One Donation
and the Third-Party Providers will not be responsible for loss or corruption of data, in
each case caused by acts within the control of User.
7. INDEMNIFICATION
7.1 User shall defend or settle any claim, suit or proceeding that is brought by a third-party
(each, a “Claim”) against One Donation or its affiliates, employees, officers, and directors
or any Third-Party Provider arising from: (a) a breach by User of these Terms of Use; or
(b) based on any failure or alleged failure of User to comply with any applicable law, rule,
or regulation in connection with its use of the Services.
8. LIMITATION OF LIABILITY
8.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ONE DONATION, ITS
AFFILIATES, THIRD-PARTY PROVIDERS, LICENSORS, AND SUPPLIERS ARISING
OUT OF OR RELATED TO THESE TERMS OF USE, THE WEBSITE, OR THE
SERVICES, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT OR UNDER
ANY OTHER THEORY OF LIABILITY, EXCEED $100. THE FOREGOING LIMITATIONS
ARE CUMULATIVE AND NOT PER INCIDENT AND SHALL APPLY EVEN IF THE
NON-BREACHING PARTY’S REMEDIES UNDER THESE TERMS FAIL OF THEIR
ESSENTIAL PURPOSE.
8.2 Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ONE DONATION, ITS
AFFILIATES, THIRD-PARTY PROVIDERS, LICENSORS, OR SUPPLIERS HAVE ANY
LIABILITY TO USER OR ANY OTHER PERSON FOR ANY LOSS OF ACTUAL OR
ANTICIPATED PROFITS, LOSS OF BUSINESS, LOSS OF, DAMAGE TO, OR
CORRUPTION OF, DATA, LOSS OF USE, OR FOR ANY INDIRECT, SPECIAL,
EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER
CAUSED, WHETHER ARISING UNDER STATUTE, CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT
THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR
WHETHER SUCH DAMAGE WAS FORESEEABLE OR IN THE CONTEMPLATION OF
THE PARTIES.
8.3 Release. Use hereby releases all claims against One Donation and each Third-Party
Provider and each of their representatives and affiliates in connection with the Services,
with each such third-party being a third party beneficiary of such release.
9. TERM; SUSPENSION; TERMINATION

9.1 Subscription Term. These Terms of Use become effective upon the date on which User
accepts these Terms of Use (the “Effective Date”) and shall remain in effect until the
Termination Date (as defined below) (the “Subscription Term”).
9.2 Termination. User’s access rights to the Services will expire and terminate upon the
earliest of the following (the “Termination Date”): (a) such date as One Donation provides
notice to User of such termination, for any or no reason, including without limitation its
cessation of providing the Services on a commercial basis; or (b) such date as User
provides notice to One Donation of such termination, for any or no reason; or (c) such
date that the Master Agreement terminates.
9.3 Effect of Termination; Survival. User’s right to access and use the Services shall
terminate immediately upon the expiration or termination of the Subscription Term. Any
provisions of these Terms of Use that by their nature should continue after the
Subscription Term, will continue to apply even after the Termination Date, including
without limitation, Sections 3, 5, 6, 7, 8, 9, 10, and 11.
10. NOTICES.
10.1 You consent to the use of: (i) electronic means to complete these Terms of Use and
to deliver any notices or other communications permitted or required hereunder; and (ii)
electronic records to store information related to these Terms of Use or your use of the
Services. Any notices or other communications permitted to required hereunder, including
those regarding modifications to these Terms of Use, will be in writing and given: (x) by
us via email (in each case to the address that you provide) or (y) by posting to the
Services. For notices made by email, the date of receipt will be deemed the date on
which such notice is transmitted.
10.2 The use of the Services may require use of a mobile device and phone service,
wireless mobile data service, and text messaging capability, which must be obtained from
your wireless carrier, and may require Internet access, which must be obtained from your
service provider; you are responsible for obtaining and paying for such additional
services and obtaining a suitable device, including without limitation all usage charges
related thereto. You may be required to send and receive, at your cost, electronic
communications related to the Services, including without limitation, administrative
messages, service announcements, and diagnostic data reports, from us, your mobile
carrier or third-party service providers.
10.3 If you agree to receive text messages from the Services, the frequency of messages
will vary based on your organizations activity and Message and data rates may apply
from your mobile carrier. By providing your consent to participate in this service, you
approve any such charges from your mobile carrier. If you do not have an unlimited
wireless mobile data plan or text messaging capability, you may incur additional charges
from your wireless service in connection with your use of the Services. You are solely
responsible for obtaining any additional subscription or connectivity services or
equipment necessary to access the Services, including but not limited to payment of all
third-party fees associated therewith, including fees for information sent to or through the
Services.
10.4 The Services may not work with all devices or all mobile carriers. We make no
representations that the Services will be compatible with or provided by all mobile
carriers. In the event that fees are charged for the Services, or other third-party service
providers charge a fee for the products or services they provide, you agree to pay such
fee to the respective party in exchange for your continued use of such products or
services. Some services may be subject to different or additional terms (including fees),
which you will be required to agree to prior to your use of such services.
10.5 The information in any Services message may be subject to certain time lags and/or
delays. You are responsible for managing the types of SMS texts you receive.
11. GENERAL

11.1 Governing Law. The Terms of Use shall be governed and construed in accordance
with the laws of the United States and the State of North Carolina, without giving effect
to conflicts-of-law principles thereof. With respect to any disputes or claims not subject
to arbitration, User agrees to submit to the personal jurisdiction of the state and federal
courts located in Raleigh, North Carolina with respect to any legal proceedings that
may arise in connection with the Service or from a dispute as to the interpretation or
breach of the Terms of Use. The United Nations Convention on Contracts for the
International Sale of Goods does not apply to these Terms of Use.
11.2 Arbitration and CLASS ACTION WAIVER. User and One Donation agree that any
dispute, claim, or controversy that relates to or arises from these Terms of Use or the
Services other than any claim or demand that relates to the Intellectual Property Rights
of One Donation or arising under Section 3.1 will be determined by mandatory binding
individual (not class) arbitration. User and One Donation further agree that the
arbitrator shall have the exclusive power to rule on its own jurisdiction, including any
objections with respect to the existence, scope or validity of any provision of these
Terms of Use or to the arbitrability of any claim or counterclaim. Notwithstanding the
above, User and One Donation both agree that neither of us waive or limit our rights to
(a) bring an individual action in a U.S. small claims court or (b) bring an individual
action seeking only temporary or preliminary individualized injunctive relief in a court of
law, pending a final ruling from the arbitrator. EXCEPT FOR DISPUTES THAT
QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES, CLAIMS, AND
CONTROVERSIES THAT RELATE TO THESE TERMS OR OUR SERVICES,
WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD,
MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED
THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL
ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND USER
AGREES THAT ONE DONATION AND USER ARE EACH WAIVING THE RIGHT TO
SUE IN COURT AND TO HAVE A TRIAL BY A JURY. USER AGREES THAT ANY
ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS
ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND USER
HEREBY AGREE THAT YOU MAY NOT AND WILL NOT PARTICIPATE IN A CLASS
ACTION OR REPRESENTATIVE ACTION, AS A PLAINTIFF OR CLASS MEMBER IN
ANY SUCH ACTION. Unless both User and One Donation agree, no arbitrator or
judge may consolidate more than one person’s claims or otherwise preside over any
form of a representative or class proceeding. The arbitrator may award injunctive relief
only in favor of the individual party seeking relief and only to the extent necessary to
provide relief warranted by that party’s individual claim. If a court decides that
applicable law precludes enforcement of any of this paragraph’s limitations as to a
particular claim for relief, then that claim (and only that claim) must be severed from the
arbitration and may be brought in court. Either User or One Donation may start
arbitration proceedings. Any arbitration between User and One Donation will take
place under the Consumer Arbitration Rules of the American Arbitration Association
(“AAA”) then in force (the “AAA Rules”), as modified by these Terms. User and One
Donation agree that the Federal Arbitration Act applies and governs the interpretation
and enforcement of this provision (despite the choice of law provision above). Any
arbitration hearings will take place in Raleigh, North Carolina. A party who intends to
seek arbitration must first send a written notice of the dispute to the other, by certified
mail, Federal Express, UPS, or Express Mail (signature required), or in the event that
we do not have a physical address on file for User, by email (“Notice”). The Notice
must (1) describe the nature and basis of the claim or dispute; and (2) set forth the
specific relief sought (“Demand”). We agree to use good faith efforts to resolve the
claim directly, but if we do not reach an agreement to do so within thirty (30) days after
the Notice is received, User or One Donation may commence an arbitration
proceeding. All documents and information disclosed in the course of the arbitration
shall be kept strictly confidential by the recipient and shall not be used by the recipient

for any purpose other than for purposes of the arbitration or the enforcement of the
arbitrator’s decision and award and shall not be disclosed except in confidence to
persons who have a need to know for such purposes or as required by applicable law.
11.3 Severability. If any provision of these Terms of Use is, for any reason, held to be
invalid or unenforceable, the other provisions of these Terms of Use will remain
enforceable, and the invalid or unenforceable provision will be deemed modified so that
it is valid and enforceable to the maximum extent permitted by law.
11.4 Waiver; Remedies. Any waiver or failure to enforce these Terms of Use on one
occasion will not be deemed a waiver of any other provision or of such provision on any
other occasion. Other than as expressly stated herein, the remedies provided herein
are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.5 Notices. All notices by One Donation to User under these Terms of Use shall be made
to the last email or mailing address provided by User or the applicable Employer or
Third-Party Provider. All notices to One Donation by User under these Terms of Use
shall be made by email to notices@onedonation.org. All notices shall be effective upon
receipt by the party to which notice is given.
11.6 Entire Agreement. To the maximum extent permitted by applicable law, these Terms
of Use and the information submitted by User and the applicable Employer or
Third-Party Provider constitute the entire agreement between the parties as to its
subject matter, and supersede all previous and contemporaneous agreements,
proposals or representations, written or oral, concerning the subject matter of these
Terms of Use. No representation, undertaking or promise shall be taken to have been
given or be implied from anything said or written in negotiations between the parties
prior to User’s acceptance of these Terms of Use. User acknowledges and agrees that
its agreement hereunder is not contingent upon the delivery of any future functionality
or features not specified herein or dependent upon any oral or written, public or private
comments made by One Donation with respect to future functionality or features for the
Services. No terms or conditions stated in any other User order documentation,
including for the avoidance of doubt any terms or documentation One Donation is
required to execute or agree to, shall be incorporated into or form any part of these
Terms of Use, and all such terms or conditions shall be null and void.
11.7 Amendment. One Donation may, in its sole discretion, amend or modify these Terms
of Use from time-to-time and continued use of the Services shall be evidence of User’s
consent to any such amended or modified Terms of Use.
11.8 Subcontractors. One Donation may engage subcontractors to act on One Donation’s
behalf in connection with its provision of Services.
11.9 No Assignment. User may not assign, delegate, or otherwise transfer these Terms of
Use, or such party’s rights and obligations herein or therein, without obtaining the prior
written consent of One Donation, and any attempted assignment, delegation, or
transfer in violation of the foregoing will be null and void. These Terms of Use will be
binding upon the parties and their respective successors and permitted assigns.
11.10 Construction. The titles of the sections of these Terms of Use are for convenience of
reference only and are not to be considered in construing these Terms of Use. Unless
the context of these Terms of Use clearly requires otherwise: (a) references to the
plural include the singular, the singular the plural, and the part the whole; (b) “or” has
the inclusive meaning frequently identified with the phrase “and/or;” (c) “including” has
the inclusive meaning frequently identified with the phrase “including but not limited to”
or “including without limitation;” and (d) references to “hereunder,” “herein” or “hereof”

relate to these Terms of Use as a whole. Any reference in these Terms of Use to any
statute, rule, regulation or agreement, including these Terms of Use, shall be deemed
to include such statute, rule, regulation or agreement as it may be modified, varied,
amended or supplemented from time-to-time. The parties agree that these Terms of
Use shall be fairly interpreted in accordance with their terms without any strict
construction in favor of or against either party, and that ambiguities shall not be
interpreted against the drafting party.

Effective June 1, 2022