USER AGREEMENT AND TERMS OF SERVICE

This User Agreement and Terms of Service (the “Agreement”) states the terms and conditions that govern the agreement between SparkRaiser, Inc., (DBA, “SparkRise”) a Delaware Corporation (the “Company”) and each Member, Participant and Influencer (defined below and referred to in this Agreement as “you”). By visiting the Company’s website (the “Site”) and engaging with its functions (each a “Service”) you implicitly agree to be bound by this Agreement and the terms of Service set forth below.

1. MEMBERSHIP. Through the Site, you may register as a sponsor member (each a “Sponsor”) or as a social cause member (each a “Cause”). Sponsor and Causes are considered “Members” of the Site.

You are responsible for all the activity on your account and for keeping your password confidential. If you find out that someone’s used your account without your permission, you should report it to support@SparkRise.com.

You can browse the Site without becoming a Member, but to use some of the Services, including setting up or conducting a campaign, you’ll need to become a Member. When doing so, the information you give us must be accurate and complete. If you don’t follow these rules, we may cancel your account.

To sign up as a Member, you, the Sponsor or Cause contact person, must be at least 18 years old. If necessary, we may ask you for proof of age.

2. SERVICE. Through the Site, the Company provides Members with the ability to participate in campaigns (each a “Campaign”). In addition, non-members can participate in Campaigns as individual consumers (each a “Participant”) or as influencers (each an “Influencer”).

(a) Sponsors. Each Sponsor shall register as a Member, providing basic information about the Sponsor, as well as a Sponsor logo. Sponsors are responsible for setting up a Campaign. Campaign details will include the type of Campaign (e.g., live event, email, social media), maximum Campaign budget (or maximum amount to be contributed by Sponsor to Cause), contribution per Participant, and Campaign start and end dates.

A Campaign will end at the earlier of the Campaign end date specified by the Campaign’s Sponsor or when participation level results in the Sponsor incurring the maximum Campaign budget.

For each Campaign, a Sponsor may select from a variety of engagement methods with Participants that may include, but are not limited to: a link to, or download of, a Sponsor coupon offering; a link to a webpage or social media page of the Sponsor’s choosing; a link to or download of exclusive media of the Sponsor’s choosing; a link to or download of information of the Sponsor’s choosing, a link to a Sponsor survey or sales lead generation form. During a Campaign, such Sponsor’s logo shall appear prominently in connection with the Campaign, which is expected to be viewed by Participants primarily via mobile devices.

(b) Causes. A Cause shall register as a Member, providing basic information about the Cause, including a Cause logo and images related to the Cause’s activities. Each Cause shall use its best efforts to increase Campaign participation, which may include sending out email blasts with a Campaign link, posting Campaign links on the Cause’s social media pages or website, and soliciting Influencers to participate in the Campaign to expand reach. Causes are not required to be organized as nonprofit entities.

(c) Participants. Participants may participate in Campaigns via mobile devices, social media and Internet. Participants are not required to contribute funds to Causes and may “opt in” to be notified of future SparkRise Campaigns. (d) Influencers. Influencers may be solicited by Sponsors or Causes to participate in a Campaign to increase participation. Any contractual arrangements made between a Sponsor or a Cause, on one hand, and an Influencer, on the other, are solely the responsibility of the parties to such an arrangement. The Company will not participate in such arrangements and disclaims all liability for any payments to be made to an Influencer under such an arrangement.

3. FEES PAID TO COMPANY AND FUNDS PAID TO CAUSE.

(a) Membership Fees. Each Member will be required to pay a monthly membership fee to the Company. Current fee schedules may be found at www.SparkRise.com.

(b) Campaign Fees. For each Campaign created and conducted by a Sponsor, such Sponsor shall pay a Campaign fee to the Company that is a percentage of the Maximum Campaign Budget. This fee shall be due by no later than 3 (three) calendar days prior to the start day of the Campaign and payable by Sponsor directly to the Company

(c) Campaign Funds Provided to Cause. Within 15 calendar days following the Campaign end date, a Sponsor shall provide to the Company for payment to Cause the lesser of (i) the Maximum Campaign Budget or (ii) an amount equal to the amount contributed by Sponsor per Participant times the total number of Campaign Participants. Thereafter, Company shall pay said funds, minus any applicable credit card or wire transfer fees, to the Cause within 15 calendar days of receipt of funds from Sponsor.

For each Campaign, Sponsors and Causes will be provided a metrics report detailing the total number of Campaign Participants. This report is provided in part to validate the total amount of sponsorship funds owed by Sponsor to the Cause at the end of the Campaign.

IN THE EVENT A SPONSOR FAILS TO MAKE FULL PAYMENT OF FUNDS OWED BY SUCH SPONSOR TO THE COMPANY, THE COMPANY DISCLAIMS ANY AND ALL LIABILITY TO THE CAUSE FOR SUCH SHORTFALL.

4. GENERAL RESTRICTIONS ON USE:

(a) The Company grants you a limited license to access its Services and not to download (other than page caching or permissible downloadable Sponsor Campaign offers (the “Offers”) or modify it (or any portion thereof) except with express written consent of the Company. This license does not include any resale, publication or commercial use of the Site or its contents, any collection and use of any product listings, descriptions, or prices, any derivative use of this site or its contents, any downloading or copying of account information for the benefit of another merchant, or any use of data mining, robots, or similar data gathering, reverse engineering and extraction tools.

(b) You agree not to use any device, software or other instrumentality to interfere or attempt to interfere with the proper working of the Company’s Site or Service. You will not take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure. You agree not to use any robot, spider, other automatic device, or manual process to monitor or copy any content from the Site without the prior express consent from an authorized Company representative, unless such use is by a search engine employed to direct Internet users to the Site or Service.

(c) The Site or Services or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of the Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Company or its associates without express written consent. You may not use any meta tags or any other “hidden” text utilizing the Company’s name or trademarks without the express written consent of the Company.

(d) Any unauthorized use terminates the permission or license granted by the Company. You are granted a limited, revocable, and nonexclusive right to create hyperlinks to the Site, including for purposes of conducting Campaigns, so long as the link does not portray the Company, its associates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.

5. INTELLECTUAL PROPERTY. The Site and Services include certain content, such as text, graphics, logos, button icons, images, audio and video clips, data compilations, business models and software, that is the property of the Company or its content suppliers and protected by international copyright laws. The Site and Services may contain or reference trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes or other proprietary rights belonging to Company and/or other parties. No license to or right in any such trademarks, patents, copyrighted materials, trade secrets, technologies, products, processes and other proprietary rights of the Company and/or other parties is granted to or conferred upon you or any other user.

To notify the Company of any copyright-infringing content, please contact us at support@SparkRise.com.

6. COMMUNICATIONS. The Company shall be free to reproduce, use, disclose, and distribute any and all communication conducted with the Company through the Services including but not limited to feedback, questions, comments, suggestions and the like (the “Communications”). You shall have no right of confidentiality in the Communications and the Company shall have no obligation to protect the Communications from disclosure. The Company shall be free to use any ideas, concepts, know-how, content or techniques contained in the Communications for any purpose whatsoever, including but not limited to the development, production and marketing of products and services that incorporate such information.

7. LIMITED LIABILITY. UNDER NO CIRCUMSTANCES SHALL THE COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE SITE, ANY SERVICE OFFERED BY THE COMPANY, INCLUDING, BUT NOT LIMITED TO: (A) ANY PARTY’S USE OR INABILITY TO USE THE SITE OR SERVICES; (B) ANY CHANGES TO OR INACCESSIBILITY OF THE SITE OR SERVICES; (C) ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY DATA OR ANY TRANSMISSION OF DATA; (D) ANY CONTENT OR DATA TRANSMITTED OR RECEIVED (OR NOT TRANSMITTED OR RECEIVED) BY/FROM ANY PARTY; OR (E) ANY CONTENT OR DATA FROM A THIRD PERSON ACCESSED ON OR THROUGH THE SITE, OR THE SERVICE; WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE.

8. WARRANTY DISCLAIMER. THIS SITE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. USE OF THIS SITE AND ANY SERVICE OFFERED BY THE COMPANY IS AT YOUR SOLE RISK. THE COMPANY MAKES NO WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (A) THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THAT THE SITE WILL BE SECURE, UNINTERRUPTED, ACCESSIBLE OR ERROR-FREE; OR (C) THAT ANY INFORMATION, DATA OR CONTENT OBTAINED FROM THE SITE OR THE SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE, TIMELY OR FREE FROM VIRUSES OR OTHER FORMS OF DESTRUCTIVE CODE.

9. INDEMNIFICATION. You agree to indemnify, hold harmless and defend the Company, along with its stockholder, director, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person or entity, arising out of or relating to: (i) this Agreement and/or any breach or threatened breach by you; (ii) your use of the Site or any service offered by the Company; (c) any actions taken based on the Site’s content; (d) any unacceptable or objectionable use of the Site or any service offered to you by the Company; or (e) any negligent or willful misconduct by you.

10. ERRORS AND OMISSIONS. The Site and Services may contain technical inaccuracies and typographical errors. The Company shall not assume responsibility or liability for any such inaccuracies, errors or omissions, and shall have no obligation to correct information affected by such inaccuracies. The Company reserves the right to make changes, corrections, cancellations or improvements to any information contained on the Site, and to the products and programs described in such information, at any time without notice.

11. THIRD PARTY LINKS. There may from time to time be links on the Site that lead to third party sites, including those of advertisers. THE COMPANY IS NOT RESPONSIBLE FOR THE PRIVACY POLICIES OF THOSE SITES OR THE COOKIES THOSE SITES USE. IN ADDITION, BECAUSE THE COMPANY HAS NO CONTROL OVER SUCH SITES AND RESOURCES, YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR THE AVAILABILITY OF SUCH EXTERNAL SITES OR RESOURCES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH SITES OR RESOURCES.

12. MODIFICATION. The Company has the right at any time or from time to time to modify or amend this Agreement. Should the Company choose to modify this Agreement the Site will display such changes, which will be your only notification of any such change. Any use of the Site or the Services by you after such notification shall constitute your acceptance of the modified or amended terms. No modification to this Agreement made or attempted to be made by you shall be binding upon the Company.

13. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

14. DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION WAIVER. If a dispute arises in connection with your use of our Site or Services or in relation to any of these Terms (collectively, “Disputes”) our hope is that we can resolve the matter informally. Accordingly, in the event of a Dispute, we agree to first contact each other via email with a description of the Dispute and any proposed resolution. You will email support@SparkRise.com with your concern and the Company will contact you via the email address we have on file for you.

If a Dispute cannot be resolved informally, we each agree that except as provided below, the Dispute will be submitted to final and binding arbitration in New York, NY before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Please refer to www.jamsadr.com/rules-streamlined-arbitration/ for details on this process. Either party may commence the arbitration process by submitting a written demand for arbitration with JAMS and providing a copy to the other party. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You expressly agree to refrain from bringing or joining any claims in any representative or class-wide capacity, including but not limited to bringing or joining any claims in any class action or any class-wide arbitration.

YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHT TO HAVE A JUDGE OR JURY DECIDE YOUR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH ARBITRATION.

EXCEPTIONS: Notwithstanding the foregoing, the following will not be subject to arbitration and may be adjudicated only in the state and federal courts of New York: (i) any dispute, controversy, or claim related to or contesting the validity of our proprietary rights, including without limitation, trademarks, service marks, copyrights, patents, or trade secrets; or (ii) an action by a party for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or other provisional relief. You may also file an individual action in a small claims court in lieu of arbitration.

OPTING OUT: You will have thirty (30) days from the date you submit your personally identifiable information to opt out of this arbitration agreement. To opt out of arbitration, you must contact us in writing at 1173A Second Avenue, #183 New York, NY 10065, Attention: SparkRise Legal Department. If more than thirty (30) days have passed, you are not eligible to opt out of arbitration.

15. YOUR AGREEMENT TO THESE TERMS

You acknowledge and agree that by entering into this Agreement electronically you are expressly agreeing to the terms set forth herein. You acknowledge that your electronic submission constitutes your agreement and intent to be bound by this Agreement.

16. EVERYTHING ELSE

If any provision in this Agreement is found to be invalid, unenforceable, or nonsensical, the remaining provisions will continue in full force and effect. This agreement is and always will be governed by the laws of the United States of America and the State of New York (except with respect to choice of law). You agree that the proper forum for any claim arising hereunder will be the federal or state courts in New York, NY.

Our Site and Services are directed at a U.S. audience. We cannot warrant that the Services are appropriate for users outside the United States or that use of the Services is permitted under the laws of other jurisdictions. All personal data is maintained in the United States under the terms of our Privacy Policy, which is also incorporated by reference.

There are no third-party beneficiaries to this Agreement.

This Agreement, including those terms that are incorporated by reference, constitute the entire and only agreement between you and the Company and govern your use of our Site.

For information please contact: support@SparkRise.com