DONOR BRIDGE INC.

Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Donor Bridge Inc. ("Donor Bridge", "we", "us" or "our") and govern your access to and use of the websites, applications, portals, donor and organization dashboards, charity discovery tools, donation workflows, BridgeIQ, content, integrations and other services that link to or incorporate these Terms (collectively, the "Platform" or "Services").

BY ACCESSING, BROWSING OR USING THE PLATFORM, CREATING AN ACCOUNT, CONNECTING A FINANCIAL ACCOUNT, INITIATING OR TRACKING A GIVING TRANSACTION, OR CLICKING TO ACCEPT THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE PLATFORM.

1. Scope; Additional Agreements; Order of Precedence

These Terms govern both general use of the Platform and the donor-facing giving services described below. Different users may have additional agreements or notices that apply to particular activities.

Participating organizations that subscribe to Donor Bridge services are also subject to the applicable Organization Services Agreement, Order Form and Data Processing Addendum (collectively, the "Organization Agreement").
Our Privacy Policy and any feature-specific privacy, consent, authorization or security notice apply to our collection and handling of personal information.
Third-Party Providers integrated with the Platform may require you to accept or be subject to their own terms, privacy notices, eligibility requirements and operating rules.

If these Terms conflict with an Organization Agreement regarding a participating organization's subscribed services, fees, donor-data rights, service levels, organization obligations or other B2B matters, the Organization Agreement controls. If a feature-specific authorization or legally required disclosure conflicts with these Terms regarding that feature, the more specific provision controls to the extent of the conflict.

2. Key Definitions

"Giving Transaction" means any supported donation, contribution, donor-advised fund grant request, employer-match request or related giving workflow initiated, submitted, authorized or tracked through the Platform.

"Recipient Organization" means a charity, qualified donee, U.S. tax-exempt charitable organization or other eligible organization approved by Donor Bridge to receive a supported charitable contribution.

"Stock Donation" means a proposed charitable transfer of eligible publicly traded securities from a donor brokerage account directly to a Recipient Organization or its authorized brokerage or financial institution.

"Crypto Donation" means a proposed charitable transfer of supported cryptocurrency or digital assets through an approved third-party crypto processor to or for the benefit of a Recipient Organization.

"Cash/Card Donation" means a charitable payment initiated through an approved third-party payment processor using a supported card, bank or other cash-equivalent method.

"DAF Grant Request" means a recommendation or request submitted to a donor-advised fund provider in the United States through an approved DAF provider.

"Employer Match Request" means a request or submission seeking a matching contribution from an employer or employer-matching program in connection with an eligible donation.

"Third-Party Provider" means a brokerage, bank, financial-data provider, payment processor, crypto processor, DAF provider, employer-matching provider, identity or verification provider, cloud provider or other third party involved in providing the Platform or a Giving Transaction.

"Settlement" means the point at which the applicable donated asset or funds have been received by or for the benefit of the Recipient Organization, as determined by the relevant financial institution, processor or Recipient Organization.

"User Content" means information, text, logos, campaign materials, images, documents, receipts, communications or other content supplied by a user or organization through the Platform.

3. What Donor Bridge Provides

Donor Bridge provides technology, charity discovery, education, financial-account connectivity, workflow, documentation, status tracking, receipt storage, dashboards, analytics and administrative tools designed to help donors and organizations engage with supported giving methods.

Supported giving methods may include publicly traded securities, cryptocurrency, cash or card, donor-advised fund grant requests in the United States, employer matching and other methods that Donor Bridge may make available from time to time. Availability may depend on jurisdiction, organization configuration, donor eligibility, applicable law and Third-Party Provider availability.

Participating organizations may also use organization-branded giving experiences, campaign tools, donor-information features, dashboards, analytics, reconciliation tools and other B2B functionality under their Organization Agreement.

4. Donor Bridge's Role; No Custody or Financial Intermediation

Under Donor Bridge's intended launch model, Donor Bridge acts as a technology and facilitation layer. Donor Bridge does not itself receive, hold, custody, liquidate or transfer donated funds or assets.

When a Giving Transaction is initiated through the Platform, the applicable donor, Recipient Organization, brokerage, financial institution, payment processor, cryptocurrency processor, DAF provider or other Third-Party Provider performs the relevant financial or asset-transfer function. Donor Bridge may collect information, facilitate connectivity, prepare or transmit documentation or instructions, communicate status and maintain records necessary to provide the Services.

For Stock Donations, the intended workflow is a direct transfer from the donor's brokerage account to the Recipient Organization's brokerage or financial institution. Donor Bridge does not have signing authority over the donor's brokerage account and does not take ownership of the securities.

Donor Bridge is not your bank, brokerage, broker-dealer, securities dealer, investment adviser, payment processor, money transmitter, crypto custodian, DAF sponsor, tax adviser, accountant, lawyer or fiduciary. Nothing in the Platform creates any such relationship unless required by non-waivable law.

5. Eligibility, Legal Capacity and Authority

You must be at least 18 years old and legally capable of entering into a binding agreement in the jurisdiction where you reside to create an account or use transactional or organization features of the Platform. Additional eligibility requirements may apply to particular Services.

You may use donor-facing Services only for yourself or, where expressly permitted, on behalf of another person or entity if you have lawful authority to do so. If you act for an organization, you represent that you are authorized to act for that organization and, where you accept an agreement on its behalf, that you have authority to bind it.

You must not use the Platform if applicable law, sanctions, a court order, a financial institution, a Third-Party Provider or another binding restriction prohibits the proposed activity. Donor Bridge may request information reasonably necessary to verify identity, eligibility, authority, fraud risk, sanctions risk or transaction legitimacy.

6. Accounts, Authentication and Account Security

Certain Services require a Donor Bridge account. You agree to provide accurate, current and complete information and to keep it updated.

Donor Bridge may use email-based one-time passcodes or other authentication controls. You are responsible for maintaining the security of your email account, devices and authentication methods and for promptly notifying Donor Bridge if you know or reasonably suspect unauthorized access.

You may not use another person's account without permission, share organization administrator access with unauthorized persons, or circumvent authentication or access controls. Donor Bridge may temporarily restrict access while investigating a suspected compromise.

7. Organization Listings, Eligibility and Verification

The Platform may display information about charities, qualified donees, nonprofit organizations, foundations, hospitals, educational institutions, faith-based organizations and other entities. Information may be supplied by the organization, derived from public registries or obtained from other sources.

A listing, profile, search result, category, collection or appearance on the Platform does not by itself constitute Donor Bridge's endorsement, recommendation or guarantee of an organization's legal, tax, charitable or regulatory status.

For charitable-contribution functionality, Donor Bridge intends at launch to support Canadian registered charities and other qualified donees where applicable, and eligible U.S. tax-exempt charitable organizations, subject to verification and applicable law. A hospital, school, church, foundation or other entity is eligible only if the relevant legal entity qualifies for the applicable giving method.

Donor Bridge may verify organization status, registration or tax identification numbers, authorized representatives, financial destination information, banking or brokerage information, website or domain information, sanctions or fraud indicators and other information reasonably necessary to activate or maintain Services. Donor Bridge may suspend or remove an organization or feature if verification fails, eligibility changes or a legal, fraud, sanctions, privacy, security or other material risk arises.

Donor Bridge may in the future offer separate commercial services to organizations that are not eligible charitable recipients. Unless Donor Bridge expressly activates such a separate service under separate terms, charitable giving workflows must not be used as payment for goods or services, to satisfy a commercial purchase obligation or to obtain an impermissible private benefit.

8. Financial Account Connectivity and Consent

Certain Services allow you to connect a brokerage, bank or other financial account through a Third-Party Provider. When you choose to connect an account, you authorize Donor Bridge and the applicable provider to access, retrieve, display, transmit and use the account information reasonably necessary to provide the feature you selected, within the scope of the disclosures and consent presented to you.

Depending on the feature, connected information may include account-holder information, account identifiers, holdings, security names or symbols, quantities, transactions, balances or other investment or account data needed for the supported workflow. You represent that you are the account owner or otherwise have lawful authority to connect the account and authorize access.

Authentication credentials and multi-factor authentication may be handled directly by the connectivity provider or financial institution. Donor Bridge's Privacy Policy and feature-specific disclosures describe how connected-account information is handled. Your brokerage or financial institution remains the authoritative source for your account.

If you revoke consent for future connected-account access, Donor Bridge and the applicable provider will stop future access to the extent required by law and technically supported. Revocation does not undo a transfer instruction already authorized and does not require deletion of transaction, consent, security or compliance records that Donor Bridge is permitted or required to retain.

9. General Rules for Giving Transactions

You are responsible for reviewing all material information presented before authorizing a Giving Transaction, including the Recipient Organization, asset or payment method, quantity or amount, campaign or fund selection and any third-party instructions.

A Giving Transaction may be delayed, rejected, blocked or reported where required or permitted by law, a Recipient Organization's gift-acceptance policy or a Third-Party Provider's rules. Donor Bridge does not guarantee that any proposed gift will be accepted, processed, settled, receipted, matched, refunded or reversed.

You remain responsible for deciding whether and how to give and which Recipient Organization to support. Donor Bridge does not recommend a particular organization, security, cryptocurrency, tax strategy or giving structure.

10. Stock Donations

At launch, Donor Bridge intends to support transfers of whole shares of eligible publicly traded securities. Fractional-share transfers may not be supported. You remain responsible for selecting the security and whole-share quantity and for reviewing all transfer information before authorization.

When you authorize a Stock Donation, Donor Bridge may use connected-account data and information supplied by you or the Recipient Organization to prepare, facilitate or transmit the relevant transfer instruction or documentation. The donor's brokerage or other financial institution, not Donor Bridge, executes the transfer to the Recipient Organization's brokerage or financial institution.

The date on which you initiate or authorize a Stock Donation may differ from the date on which ownership transfers or Settlement occurs. Market value may increase or decrease between initiation, authorization and Settlement. Donor Bridge does not guarantee a particular market value, settlement date, tax value or tax result and is not responsible for market movements.

For Canadian Stock Donations, the Recipient Organization is responsible for determining the fair market value or eligible amount used for official donation receipting in accordance with applicable law. Under the intended commercial model, Donor Bridge's transaction-based service fee for a Stock Donation is calculated using the final donation value at Settlement as confirmed by the Recipient Organization or applicable financial source; Donor Bridge does not independently determine the donor's tax value.

For U.S. Stock Donations, a Recipient Organization may provide a written acknowledgment describing the non-cash property without determining the donor's deductible value. The methodology used for Donor Bridge's internal transaction-value and service-fee calculation may differ from the donor's tax-deduction methodology and will not constitute tax advice or a valuation for tax purposes.

A Recipient Organization or its brokerage may decline or be unable to accept a security because of its gift-acceptance policy, brokerage limitations, legal requirements or other restrictions. If the transfer has not occurred, the proposed Stock Donation may be cancelled or fail without a completed gift. If securities have already transferred, the Recipient Organization and relevant financial institutions will determine the appropriate handling; Donor Bridge cannot independently return or redirect the securities.

11. Cryptocurrency Donations

Cryptocurrency donations may be facilitated through an approved third-party crypto processor. Supported assets, networks, wallet requirements, processing times, conversion options and transaction finality are determined by the applicable processor and blockchain network and may vary by Recipient Organization.

You are responsible for selecting the correct supported asset and network and for reviewing any wallet or transaction information presented to you. A Recipient Organization may restrict the assets or networks it is willing to accept. The fact that a processor supports an asset does not guarantee that a particular Recipient Organization will accept it.

Cryptocurrency prices can change rapidly. Donor Bridge does not guarantee an exchange rate, market value, confirmation time, tax value or recovery of assets sent using incorrect information. Once a Crypto Donation has been transmitted in a manner that cannot be reversed under the applicable blockchain or processor rules, Donor Bridge cannot reverse or recall it.

Donor Bridge does not intend to hold donor cryptocurrency or control donor or Recipient Organization wallets. The final production role of the crypto processor and any conversion or settlement functions are governed by the provider's terms and the Recipient Organization's configuration.

12. Cash, Card and Bank Payments

Cash, card or bank-payment functionality may be provided through an approved payment processor. The processor, not Donor Bridge, performs the applicable payment-processing function and may require additional information, authentication or agreement to its terms.

You authorize the applicable processor to charge or debit the payment method you select in the amount you approve. Donor Bridge does not intend to store full payment-card credentials where the applicable processor handles those credentials directly.

Authorization, settlement, refunds, chargebacks, reversals, insufficient-funds returns and fraud investigations are subject to the processor's rules, applicable law and the Recipient Organization's decisions. If a payment is voided, refunded, reversed or charged back, the Recipient Organization is responsible for cancelling, amending or replacing any related receipt or acknowledgment as required by law.

13. Donor-Advised Fund Grant Requests

In the United States, the Platform may facilitate DAF Grant Requests through an approved DAF provider. A DAF Grant Request is a recommendation or request to the donor-advised fund provider; it is not a completed grant and does not guarantee approval, amount, timing or disbursement.

The DAF sponsor or provider retains authority to review and approve the grant and may request additional information, reject the recommendation, change the timing or impose its own restrictions. Donor Bridge does not control those decisions.

A DAF Grant Request is made from assets already held by the DAF sponsor or provider. You should not rely on Donor Bridge or the Recipient Organization to treat the grant as a new personal charitable contribution by you for tax-deduction purposes. Any acknowledgment provided by the Recipient Organization is subject to the DAF provider's rules and applicable law.

DAF authentication credentials should be handled by the applicable provider and, where technically implemented as intended, not stored by Donor Bridge. The final production integration and applicable provider terms control.

14. Employer Matching

Donor Bridge may help identify an employer-matching opportunity, collect information needed for a request, transmit donation confirmation or other information, submit or facilitate a match request, and display or track available status information.

Donor Bridge does not determine eligibility for an employer match and does not guarantee the amount, approval, timing or payment of a match. The employer or matching-program provider controls its program and may impose separate rules, deadlines and documentation requirements.

An employer matching contribution may be legally treated as a contribution by the employer or other program sponsor rather than by you. Donor Bridge does not determine who is entitled to a tax receipt, acknowledgment or tax benefit associated with the match.

15. Campaigns, Funds, Designations and Gift Acceptance

Recipient Organizations may configure campaigns, funds, programs or other designations that a donor can select. The Recipient Organization is responsible for determining the legal effect of a designation and whether a contribution is legally restricted or unrestricted.

Unless a giving flow expressly states that a legally binding restriction has been accepted by the Recipient Organization, a campaign or fund selection may be treated as a donor preference or recommendation. If a selected campaign or fund closes, becomes impracticable or cannot accept the gift, the Recipient Organization may apply the gift to its general purposes or another permitted purpose in accordance with its policies and applicable law.

Recipient Organizations retain responsibility for their gift-acceptance policies. A Recipient Organization may reject a proposed gift because of the asset type, donor restriction, legal or regulatory concern, administrative burden, reputational risk or another reason permitted by law. Donor Bridge does not guarantee acceptance merely because an organization is listed on the Platform.

16. Anonymous and Private Giving Preferences

Where available, the Platform may allow you to request that your identity not be displayed publicly or used by the Recipient Organization for recognition, stewardship or certain fundraising communications.

"Anonymous" does not mean anonymous to Donor Bridge, the Recipient Organization, a brokerage, payment processor, crypto processor, DAF provider, employer-matching provider or other Third-Party Provider where identity information is required for processing, verification, fraud prevention, sanctions screening, legal compliance, recordkeeping or tax-receipt purposes.

If you request an official charitable receipt or other tax documentation, the Recipient Organization may require identifying information required by applicable law. Donor Bridge may disclose information where required or permitted by law even if an anonymity preference has been selected.

17. Receipts, Acknowledgments and Tax Matters

Donor Bridge is not the recipient charity and does not issue official charitable donation receipts or U.S. charitable contribution acknowledgments. The Recipient Organization is responsible for determining whether a contribution is eligible for a receipt or acknowledgment, determining any eligible amount or valuation it is legally required to determine, and issuing the applicable documentation.

A Recipient Organization may upload a receipt or acknowledgment to Donor Bridge so that it can be made available in your donor profile and associated records. Storage or display of a receipt by Donor Bridge does not mean that Donor Bridge issued, verified or determined its legal or tax validity.

Tax treatment varies by donor, asset, transaction, jurisdiction and other circumstances. Donor Bridge does not determine your tax deduction, tax credit, adjusted cost base, capital gain, fair market value for tax purposes or other tax result.

If a Giving Transaction is later returned, refunded, reversed, corrected or determined not to qualify for the originally issued documentation, the Recipient Organization is responsible for cancelling, amending or replacing the receipt or acknowledgment as required by applicable law.

18. Donor Bridge Fees and Amount Received by the Organization

Under the intended launch model, Donor Bridge does not charge donors a Donor Bridge Platform Fee or Service Fee and does not deduct its own Service Fee from the donated asset or funds. The underlying donated asset or payment is directed to the Recipient Organization or the applicable Third-Party Provider for its benefit. Separate brokerage, processor, network, conversion, foreign-exchange or other Third-Party Provider fees may apply independently and may affect the amount ultimately received by the Recipient Organization.

Participating organizations pay Donor Bridge separate platform subscription fees and transaction-based Service Fees under their Organization Agreements. Service Fee rates may vary by Giving Method and by the organization's agreed commercial terms. The applicable Organization Order Form controls the rate and Settlement Value methodology for each enabled Giving Method.

Donor Bridge does not charge the donor a Donor Bridge Platform Fee or Service Fee at launch. A Third-Party Provider may separately impose processor fees, brokerage charges, network costs, spreads, conversion costs or other charges under its own terms. If applicable law requires disclosure to the donor of an organization-paid Service Fee or Third-Party Provider fee, Donor Bridge may present that disclosure in the relevant giving flow.

19. Settlement, Status Information and Timing

Processing and Settlement times vary by giving method, brokerage, financial institution, blockchain, processor, Recipient Organization, documentation requirements, market conditions and other circumstances. Any timeline displayed by Donor Bridge is an estimate unless expressly stated otherwise.

A status displayed by Donor Bridge is for convenience and may depend on data supplied by a Third-Party Provider or Recipient Organization. A confirmation that Donor Bridge has received or transmitted an instruction is not confirmation that the underlying Giving Transaction has settled. A Giving Transaction should be treated as completed only when the applicable Third-Party Provider and/or Recipient Organization confirms completion or Settlement.

Donor Bridge is not responsible for a delay caused by a donor, Recipient Organization, brokerage, financial institution, processor, network, incomplete documentation, compliance review or event outside Donor Bridge's reasonable control.

20. Cancellations, Errors, Refunds and Reversals

Because Donor Bridge does not hold or control the donated asset or funds, its ability to cancel, refund, reverse or redirect a Giving Transaction depends on the stage of the transaction, the Recipient Organization, the relevant Third-Party Provider and applicable law.

20.1 Stock Donations

Before an authorized transfer instruction has been transmitted to the applicable brokerage or financial institution, Donor Bridge may be able to cancel the workflow. After transmission, Donor Bridge may assist with a cancellation request but cannot guarantee that the brokerage will stop the transfer. Once securities have transferred and Settlement has occurred, Donor Bridge cannot independently reverse the transfer. Any return, correction or redirection requires action by the donor, Recipient Organization and relevant financial institutions and may not be available.

20.2 Cryptocurrency Donations

Before a Crypto Donation is submitted to the applicable processor or network, cancellation may be possible. Once a transaction has been transmitted or confirmed in a manner that is irreversible under the applicable blockchain or processor rules, Donor Bridge cannot reverse it. Incorrect asset, address or network selections may result in permanent loss.

20.3 Cash/Card Donations

A card or payment authorization may sometimes be voided before settlement. After settlement, any refund is subject to the Recipient Organization's approval, the payment processor's rules and applicable law. Donor Bridge may help communicate or track a request but does not fund or independently execute the refund.

20.4 DAF and Employer-Match Requests

Cancellation of a DAF Grant Request or Employer Match Request is governed by the applicable provider or program rules. Donor Bridge cannot guarantee that a request can be withdrawn after submission.

20.5 Errors and Unauthorized Activity

If you believe a Giving Transaction resulted from fraud, unauthorized use, a material technical error, duplicate submission or significant data-entry error, contact Donor Bridge, the Recipient Organization and, where appropriate, the relevant Third-Party Provider as soon as reasonably possible. Delay may reduce the ability to stop or correct the transaction. Donor Bridge may assist in coordinating the issue but does not guarantee a refund, return, correction or redirection.

21. Organization Representatives and Recipient Organization Responsibilities

If you are an organization representative using the Platform before or in connection with an Organization Agreement, you must provide accurate information, maintain the security of organization access, use donor information lawfully and avoid representing that Donor Bridge has verified or endorsed matters beyond the scope of Donor Bridge's actual verification.

Recipient Organizations remain responsible for their charitable or tax-exempt status, gift-acceptance policies, donor stewardship, campaigns, legal restrictions on gifts, receipting and acknowledgments, use of donated assets, tax and regulatory compliance, communications with donors and the accuracy of organization-provided content.

The detailed B2B obligations, fees, data rights, permitted users, confidentiality, service levels, indemnities, renewal and termination provisions applicable to a participating organization are governed by its Organization Agreement and not by these general Terms.

22. BridgeIQ, Analytics and Informational Content

The Platform may include BridgeIQ, automated tools, calculators, analytics, articles, educational materials and other informational features (collectively, "Informational Content"). BridgeIQ may provide general Q&A and basic guidance to donors and may assist organizations in navigating dashboards, analytics and Platform functionality.

At launch, BridgeIQ is not intended to provide personalized investment recommendations, legal advice, tax advice, accounting advice, financial-planning advice or other regulated professional advice. Informational Content is for general informational and educational purposes only and is not a recommendation to buy, sell, hold, donate or otherwise transact in any security, cryptocurrency or other asset.

Artificial-intelligence and automated outputs may be incomplete, inaccurate or outdated. You are responsible for reviewing important information, exercising your own judgment and consulting qualified professional advisers where appropriate.

Nothing on the Platform constitutes an offer to sell, a solicitation of an offer to buy, or a recommendation concerning any security or investment product. Donor Bridge does not assume a fiduciary, broker, dealer, investment-adviser, tax-adviser, legal-adviser or other professional-advisory relationship merely by providing the Platform or Informational Content.

23. Information Accuracy and Monitoring

Donor Bridge uses reasonable efforts to present useful and current information, but information on the Platform may be supplied by users, organizations, public registries, financial institutions, data providers or other third parties. Donor Bridge does not guarantee that such information is complete, accurate, current or suitable for any particular purpose.

Financial or investment information displayed through a connected service may not constitute the official record of your brokerage, bank or financial institution. You should verify material information against the applicable provider's official records before acting on it.

Recipient Organizations may change programs, campaigns, leadership, policies or operations after a contribution. Except for obligations arising from an expressly accepted legal restriction, Donor Bridge does not guarantee that an organization will use funds in the manner you expected based on website content, campaign descriptions or other information available when you gave.

24. Privacy, Data Sharing and Electronic Communications

Our collection, use, disclosure, retention and protection of personal information is described in the Donor Bridge Privacy Policy and, where applicable, additional notices or consents presented when you connect accounts or use specific Services.

Information may be shared with a Recipient Organization and Third-Party Providers as reasonably necessary to facilitate a Giving Transaction, issue a receipt or acknowledgment, provide donor stewardship where permitted, operate the Platform, prevent fraud, comply with law or provide other requested Services.

Once personal information is disclosed to a Recipient Organization for its own purposes, including receipting, stewardship, legally permitted communications or compliance, that organization may act independently in relation to its subsequent handling of the information. Its privacy policy and applicable law may govern that processing.

Donor Bridge intends to use region-specific hosting for core Canadian and U.S. platform environments, but certain service providers or subprocessors may process or access information in other jurisdictions as disclosed in the Privacy Policy.

You agree that Donor Bridge may send service-related electronic communications, including authentication, account, security, transaction-status, receipt-availability, support and legal notices. Marketing communications are subject to applicable consent, identification and unsubscribe requirements, including CASL where applicable.

25. Record Retention and Account Closure

Donor Bridge maintains records for periods appropriate to the type of information, the purpose for which it is used, applicable law, contractual obligations, audit requirements, dispute resolution and security needs. Retention periods may differ by record type.

Closing your account does not automatically require deletion of transaction records, receipts, authorization records, consent records, audit trails, security logs or other information that Donor Bridge is permitted or required to retain. Your ability to view a receipt or transaction in your profile does not determine how long the underlying record must be retained.

Where information is no longer required, Donor Bridge may delete, securely destroy or anonymize it in accordance with its retention practices and applicable law.

26. Security

Donor Bridge maintains administrative, technical and organizational safeguards designed to protect Platform information, taking into account the sensitivity of the information and the nature of the Services. Controls may include encryption in transit and at rest, access restrictions, least-privilege controls, authentication, logging, monitoring, vulnerability management, incident-response procedures, vendor-risk management and other appropriate safeguards.

No Internet-based service can guarantee absolute security. You are responsible for using reasonable security practices and promptly reporting suspected unauthorized access or security incidents involving your account.

Public descriptions of Donor Bridge's security program, including TrustBridge materials, are informational and do not create warranties beyond those expressly stated in an applicable agreement.

27. Acceptable Use; Compliance; Fraud and Sanctions

You may use the Platform only for lawful purposes and in accordance with these Terms. You must not:

provide false, misleading, fraudulent, incomplete or unauthorized information;
access or attempt to access another person's account, financial account, organization account or data without authorization;
impersonate another person or entity or misrepresent your identity, affiliation, charitable status, tax status or authority;
use the Platform in connection with fraud, money laundering, terrorist financing, sanctions evasion, unlawful financing, deception or any other unlawful activity;
use the Platform to solicit, transmit or facilitate a transaction that you know is unauthorized or unlawful;
upload or transmit malicious code, interfere with authentication or security controls, probe or scan systems without authorization, or disrupt the Platform or connected services;
scrape, harvest, systematically extract, copy or commercially reuse Platform content or data except as expressly permitted by Donor Bridge or applicable law;
reverse engineer, decompile, disassemble or attempt to derive source code, underlying models or non-public technology from the Platform except where such restriction is prohibited by law;
infringe intellectual-property, privacy, publicity, confidentiality or other rights of Donor Bridge or any third party;
use automated means to create accounts, abuse Platform resources, manipulate rankings or analytics, or interfere with other users; or
circumvent geographic, eligibility, account, organization-verification, security, usage, transaction or feature restrictions.

Donor Bridge may investigate suspected violations, preserve relevant information, restrict activity, cooperate with Recipient Organizations and Third-Party Providers, and disclose information to regulators, law-enforcement authorities or other legally authorized parties where required or permitted by law. A Giving Transaction may be paused, rejected, blocked or reported where required or reasonably appropriate for compliance, fraud-prevention or security purposes.

28. User Content and Organization Materials

You retain ownership of your User Content. You represent that you have all rights, permissions and lawful authority necessary to provide User Content and that it does not violate applicable law, contractual obligations or third-party rights.

You grant Donor Bridge a non-exclusive, worldwide, royalty-free licence to host, reproduce, display, format, adapt and transmit User Content as reasonably necessary to operate, secure, support and provide the Platform and the Services you request. Additional permissions for organization names, trademarks, logos, profiles, campaigns and marketing materials may be set out in an Organization Agreement.

Donor Bridge may remove, restrict or decline to display User Content that it reasonably believes violates these Terms, applicable law, third-party rights, Platform integrity or safety requirements.

If you provide suggestions, ideas or feedback regarding Donor Bridge, you authorize Donor Bridge to use that feedback without restriction or compensation, provided Donor Bridge will not publicly identify you as the source without permission.

29. Donor Bridge Intellectual Property and Linking

29.1 Ownership and Limited Licence

The Platform, including its software, source and object code, workflows, interfaces, designs, databases, compilations, text, graphics, documentation, APIs, dashboards, algorithms, models, methods, know-how, trademarks, trade names, logos and other Donor Bridge materials, including BridgeIQ and TrustBridge, is owned by or licensed to Donor Bridge and is protected by intellectual-property, trade-secret and other applicable laws.

Subject to these Terms, Donor Bridge grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform solely for its intended lawful purposes. No ownership interest or other right is transferred to you. No licence is granted by implication, estoppel or otherwise. All rights not expressly granted are reserved by Donor Bridge and its licensors.

29.2 Restrictions on Copying, Competitive Use and Platform Replication

Except as expressly permitted by Donor Bridge in writing or by non-waivable applicable law, you may not, and may not assist another person to:

(a) copy, reproduce, modify, translate, adapt, frame, mirror, republish, distribute or create derivative works from the Platform or any material feature, workflow, interface, design, dashboard, documentation or other Donor Bridge content or technology;
(b) reverse engineer, reverse assemble, decompile, disassemble or otherwise attempt to discover or derive source code, object code, algorithms, models, architecture, data structures, underlying ideas, methods, know-how, trade secrets or non-public technology relating to the Platform;
(c) access, inspect, use, test or evaluate the Platform for the purpose of building, designing, developing, training, improving, validating or assisting a product or service that competes with, substitutes for or materially replicates Donor Bridge or any material feature, function, workflow, user experience, graphic, interface or business process of the Platform;
(d) use non-public Donor Bridge documentation, APIs, screenshots, demonstrations, technical information, workflows, pricing or other confidential or proprietary materials for competitive analysis or product development;
(e) use the Platform or non-public outputs from the Platform to train, calibrate, validate or benchmark a third-party artificial-intelligence, machine-learning or automated system for a competitive, substitute or commercially replicative purpose;
(f) publish or distribute performance tests, benchmark results, security testing or comparative analyses of non-public Platform functionality without Donor Bridge's prior written consent, except where legally required;
(g) sell, resell, sublicense, rent, lease, timeshare, white-label, commercially redistribute or provide the Platform or access to non-public Platform functionality for the benefit of a third party except as expressly authorized;
(h) scrape, crawl, data mine, systematically extract or use automated means to collect Platform content, data or functionality except through tools or APIs expressly authorized by Donor Bridge;
(i) remove, alter or obscure copyright, trademark, patent, confidentiality, attribution or other proprietary notices; or
(j) circumvent an access restriction, technical control or block imposed by Donor Bridge, including by masking identity or using technical means to regain access after suspension.

These restrictions do not apply to content that you own and lawfully submit to Donor Bridge, and they do not prohibit independent development that does not use or rely on Donor Bridge's non-public technology, Confidential Information or Platform access in a manner prohibited by these Terms.

29.3 Trademarks, Linking and Intellectual-Property Complaints

Donor Bridge, BridgeIQ, TrustBridge and related names, logos and indicia are trademarks or other proprietary identifiers of Donor Bridge or its licensors. Nothing in these Terms authorizes you to use those marks except as necessary to identify Donor Bridge or as expressly permitted in writing.

You may link to publicly available pages of the Platform provided the link does not falsely imply sponsorship, endorsement, partnership or affiliation with Donor Bridge and is not used in an unlawful, misleading or damaging manner. Donor Bridge may request removal of a link that does not comply with this Section.

If you believe content on the Platform infringes your copyright or other intellectual-property rights, you may send a written notice to the legal contact identified in Section 41 describing the work or right claimed to be infringed, the material at issue, your contact information, a good-faith statement regarding unauthorized use and any other information required by applicable law. For U.S. copyright complaints, Donor Bridge may implement a designated Digital Millennium Copyright Act process before U.S. activation.

Unauthorized copying, competitive replication, reverse engineering or misuse of Donor Bridge intellectual property may cause irreparable harm. Subject to applicable law, Donor Bridge may seek injunctive, equitable or other appropriate relief to prevent or stop actual or threatened misuse, in addition to any other remedies available.

30. Third-Party Services and Links

The Platform depends on and may link to Third-Party Providers. Donor Bridge may add, replace, restrict, remove or suspend a provider or integration for legal, compliance, security, technical, vendor or business reasons.

Donor Bridge does not control a Third-Party Provider's systems, eligibility rules, processing times, availability, fees, data accuracy, security, refund policies or acts and omissions. Your use of a Third-Party Provider may be governed by a separate agreement between you and that provider.

The existence of an integration or link does not constitute Donor Bridge's endorsement of the provider or any goods, services or information provided by it unless Donor Bridge expressly states otherwise.

31. Platform Availability, Changes and Beta Features

Donor Bridge may add, modify, suspend or discontinue Platform features, supported organizations, giving methods, integrations, content or Third-Party Providers where reasonably necessary for operational, security, legal, regulatory, vendor or business reasons.

Certain features may be identified as beta, pilot, preview or early access. Such features may be incomplete, contain errors, change materially or be withdrawn.

Donor Bridge does not guarantee uninterrupted availability, a particular response, processing or Settlement time, continued availability of any financial institution or provider, or that every feature will be available in every jurisdiction.

32. Suspension and Termination

You may stop using the Platform at any time. Account closure and privacy requests remain subject to the Privacy Policy, applicable law, legal holds and legitimate record-retention requirements.

Donor Bridge may suspend, restrict or terminate access where it reasonably believes that: (a) these Terms or another applicable agreement have been breached; (b) use is unlawful, fraudulent, abusive or creates material security, privacy, sanctions or compliance risk; (c) an organization's eligibility or verification status changes; (d) a Third-Party Provider requires suspension; (e) required fees under an Organization Agreement remain unpaid; or (f) suspension is reasonably necessary to protect users, organizations, Donor Bridge or third parties.

Where appropriate and legally permitted, Donor Bridge may provide notice and an opportunity to cure. Immediate suspension may occur where necessary to address fraud, security, legal or regulatory risk.

Provisions that by their nature should survive termination will continue to apply, including intellectual property, disclaimers, limitations of liability, indemnity, dispute provisions and lawful record-retention rights.

33. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, SERVICES AND INFORMATIONAL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

DONOR BRIDGE DOES NOT WARRANT THAT A GIVING TRANSACTION WILL BE ACCEPTED, PROCESSED, SETTLED, COMPLETED, RECEIPTED, MATCHED, REFUNDED OR REVERSED; THAT A PARTICULAR TAX RESULT WILL APPLY; THAT A SECURITY OR CRYPTOCURRENCY WILL HAVE A PARTICULAR VALUE; OR THAT A THIRD-PARTY PROVIDER OR RECIPIENT ORGANIZATION WILL PERFORM WITHOUT ERROR OR DELAY.

DONOR BRIDGE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, COMPLETE OR CURRENT OR THAT INFORMATION SUPPLIED BY USERS, ORGANIZATIONS, PUBLIC REGISTRIES, FINANCIAL INSTITUTIONS OR OTHER THIRD PARTIES WILL BE ACCURATE OR COMPLETE.

Nothing in these Terms excludes or limits any right, warranty, condition, remedy or liability that cannot lawfully be excluded or limited.

34. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DONOR BRIDGE AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, TAX BENEFITS, INVESTMENT VALUE OR OPPORTUNITY ARISING FROM OR RELATING TO THE PLATFORM OR SERVICES.

DONOR BRIDGE WILL NOT BE RESPONSIBLE FOR LOSSES CAUSED BY MARKET MOVEMENTS; BLOCKCHAIN OR NETWORK CONDITIONS; A BROKERAGE, BANK, PAYMENT PROCESSOR, CRYPTO PROCESSOR, DAF PROVIDER, EMPLOYER-MATCHING PROVIDER, RECIPIENT ORGANIZATION OR OTHER THIRD PARTY; INCORRECT OR UNAUTHORIZED INFORMATION OR INSTRUCTIONS PROVIDED BY YOU OR A THIRD PARTY; OR EVENTS OUTSIDE DONOR BRIDGE'S REASONABLE CONTROL.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT WHERE A MORE SPECIFIC ORGANIZATION AGREEMENT APPLIES, DONOR BRIDGE'S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF CAD $100 (OR THE U.S.-DOLLAR EQUIVALENT) AND THE AMOUNT, IF ANY, YOU PAID DIRECTLY TO DONOR BRIDGE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THIS CAP DOES NOT APPLY TO LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

35. Indemnity

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Donor Bridge and its affiliates, directors, officers, employees and contractors from third-party claims, losses, liabilities, damages and reasonable costs, including reasonable legal fees, arising from or relating to: (a) your unlawful, fraudulent or unauthorized use of the Platform; (b) your User Content; (c) your infringement or violation of third-party rights; (d) your material breach of these Terms; or (e) your misrepresentation of your identity, authority or organization status.

This Section does not apply to the extent a claim results from Donor Bridge's own conduct for which liability cannot lawfully be excluded, limited or shifted. Organization-specific indemnification obligations are governed by the applicable Organization Agreement.

36. Changes to These Terms

Donor Bridge may update these Terms from time to time. The updated version will be posted with a revised "Last Updated" date. Where required by applicable law or where a change is material, Donor Bridge may provide additional notice or request renewed acceptance.

Changes apply prospectively from their stated effective date unless applicable law requires otherwise. If you do not agree to updated Terms, you must stop using the affected Services.

37. Governing Law and Disputes - Canada

For users in Canada, these Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles. Subject to mandatory consumer, privacy or other rights that cannot be waived, the courts of Ontario will have jurisdiction over disputes arising from these Terms or the Services.

Nothing in these Terms limits rights or remedies that applicable provincial or federal law does not permit you to waive. Additional province-specific language may apply where required by law.

38. United States Dispute Resolution - Proposed for Counsel Review

This Section is intended as the proposed U.S. framework and must be confirmed by counsel before U.S. activation.

38.1 Informal Resolution

Before commencing arbitration or litigation, you and Donor Bridge agree to make a good-faith effort to resolve the dispute informally for at least 30 days after written notice describing the claim and requested relief, except where immediate injunctive relief is reasonably necessary.

38.2 Individual Arbitration

Except for claims eligible for small-claims court, claims seeking only public injunctive relief where applicable law requires a judicial forum, or claims concerning infringement or misuse of intellectual property, any dispute arising from these Terms or the Services involving a U.S. user will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable consumer rules, subject to the Federal Arbitration Act.

38.3 Class and Jury Waivers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND DONOR BRIDGE AGREE THAT CLAIMS WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. TO THE EXTENT A CLAIM IS PERMITTED TO PROCEED IN COURT, YOU AND DONOR BRIDGE WAIVE TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

38.4 Opt-Out

A U.S. user may opt out of the arbitration agreement by sending written notice to the legal notice address or email identified below within 30 days after first accepting the version of these Terms containing the arbitration provision. The notice must identify the user and clearly state the intent to opt out of arbitration.

38.5 Severability and Mandatory Rights

If any portion of this U.S. dispute provision is found unenforceable, it will be enforced to the maximum extent permitted by law and the remaining portions will remain effective, except where applicable law requires a different result. Nothing in this Section prevents either party from seeking relief that cannot lawfully be required to proceed in arbitration.

39. Quebec and Language Requirements

Donor Bridge intends to make the Platform available in Canada, including jurisdictions with specific language and consumer-contract requirements. Before these Terms are used as a contract of adhesion with users in Quebec, Donor Bridge will implement the French-language contracting process and any other measures required by applicable Quebec law. A French version and related acceptance flow will be made available where legally required.

40. General Provisions

These Terms, together with the Privacy Policy, feature-specific notices and any additional agreement applicable to your use of the Platform, constitute the agreement governing the subject matter addressed by these Terms. An Organization Agreement remains a separate contract and controls the B2B commercial relationship to the extent described in Section 1.

If any provision is held invalid, illegal or unenforceable, the provision will be modified or enforced to the maximum extent permitted and the remaining provisions will continue in effect.

A failure or delay by Donor Bridge to enforce a provision is not a waiver. A waiver is effective only if made in writing by an authorized representative of Donor Bridge.

You may not assign these Terms without Donor Bridge's prior written consent. Donor Bridge may assign these Terms to an affiliate or in connection with a corporate reorganization, financing, merger, acquisition, sale of assets or similar transaction.

Except as expressly stated in these Terms or required by law, these Terms do not create rights in any person or entity that is not a party to them.

Nothing in these Terms creates a partnership, joint venture, employment, fiduciary, agency, brokerage, dealer, advisory or representative relationship between you and Donor Bridge.

Donor Bridge will not be responsible for delay or failure caused by events outside its reasonable control, including failures of financial institutions, blockchains, telecommunications, cloud infrastructure, utilities, government action, labour disruptions, natural disasters, cyber incidents not caused by Donor Bridge's failure to use legally required safeguards, or other force-majeure events.

The Platform is offered only in jurisdictions and for users that Donor Bridge has chosen to support. Donor Bridge makes no representation that every Service is lawful, available or appropriate in every location, and may restrict access or functionality to comply with applicable law, provider requirements or operational limitations.

Section headings are for convenience only. The words "including" and "includes" mean "including without limitation." You agree that electronic acceptance, clickwrap records, timestamps, authentication records, electronic communications and electronic copies may be used to evidence your acceptance and instructions to the extent permitted by applicable law.

41. Contact and Legal Notices

Questions, suspected errors, unauthorized transactions or legal notices relating to the Platform may be directed to:

Donor Bridge Inc.
[Legal / registered address - TBD]
[Support / legal email - TBD]
Canada