WishGiven Campaign Agreement

Last Updated: March 28, 2026

Version 1.0

1. Introduction and Definitions

This Campaign Agreement (“Agreement”) is a legally binding contract between you (“Campaign Owner,” “you,” or “your”) and WishGiven, a California corporation (Entity No. B20260034371, registered January 20, 2026) (“WishGiven,” “we,” “us,” or “our”). By creating a Campaign, accepting Contributions, or otherwise using the campaign features of the WishGiven platform, you acknowledge that you have read, understood, and agree to be bound by every provision of this Agreement. If you do not agree to these terms in their entirety, you must not create or operate a Campaign.

This Agreement is in addition to, and incorporated by reference into, WishGiven's general Terms of Service and Privacy Policy, both of which you also agree to by accepting this Agreement. In the event of a conflict between this Agreement and the general Terms of Service on matters specifically relating to Campaign activity, this Agreement controls.

For purposes of this Agreement, the following defined terms have the meanings set forth below:

  • “Platform” means the WishGiven website (wishgiven.com), mobile applications, APIs, and all related tools, services, and technology operated by WishGiven.
  • “Campaign Owner” means any individual, sole proprietor, partnership, corporation, limited liability company, or other legal entity that creates and operates a Campaign on the Platform. You are the Campaign Owner if you are the registered account holder who initiates and manages the Campaign.
  • “Campaign” means any fundraising page, wish list campaign, gift fund, or contribution collection effort created by a Campaign Owner on the Platform, including all associated descriptions, images, goals, updates, and metadata.
  • “Contribution” means any monetary payment made voluntarily by a Contributor to a Campaign through the Platform, regardless of the amount.
  • “Contributor” means any registered or guest user of the Platform who makes or attempts to make a Contribution to a Campaign.
  • “Goal Amount” means the target monetary amount, if any, that a Campaign Owner designates as the fundraising objective for a given Campaign. The Goal Amount is aspirational and does not represent a guarantee, commitment, or obligation of any party.
  • “Platform Fee” means the fee retained by WishGiven from each Contribution, as described in Section 3 of this Agreement.
  • “Stripe” means Stripe, Inc. and its affiliates, the third-party payment processor used by WishGiven to collect and disburse Contributions.
  • “Net Proceeds” means the amount disbursed to the Campaign Owner after deduction of the Platform Fee and applicable Stripe payment processing fees.

References to “including” or “includes” are not limiting. The headings in this Agreement are for convenience only and shall not affect its interpretation. The singular includes the plural, and vice versa, unless the context otherwise requires.

2. Platform Relationship

WishGiven operates solely as a technology platform that enables Campaign Owners to present their Campaigns and accept voluntary Contributions from Contributors. WishGiven provides the technical infrastructure — including payment facilitation, campaign hosting, and user interface — but is not a party to any agreement between a Campaign Owner and a Contributor regarding how Contributions will be used.

WishGiven is not any of the following, and nothing in this Agreement shall be construed to make it so:

  • A financial institution, bank, credit union, or depository institution;
  • A money services business or money transmitter regulated under state or federal law;
  • A charitable organization, nonprofit entity, or tax-exempt organization under IRC § 501(c)(3) or any analogous provision;
  • A charity platform or fiscal sponsor that guarantees the tax-deductibility of Contributions;
  • A broker-dealer, investment adviser, or securities intermediary regulated under the Securities Exchange Act of 1934 or the Investment Advisers Act of 1940;
  • A crowdfunding intermediary regulated under Regulation Crowdfunding (17 C.F.R. Part 227) or any analogous state securities regulation;
  • A fiduciary with respect to Contributions, campaign funds, or the interests of Contributors.

Contributions made through the Platform are not insured by the FDIC, NCUA, or any other governmental agency. WishGiven does not hold funds in a trust or escrow account and has no obligation to segregate Campaign funds from its general operating funds except as required by applicable law or Stripe's processing arrangements.

Nothing in this Agreement shall be construed to create an employment relationship, agency, partnership, franchise, joint venture, or fiduciary relationship between WishGiven and the Campaign Owner. The Campaign Owner is and shall remain an independent party responsible for all decisions relating to their Campaign, including but not limited to how Contributions are described, solicited, and ultimately used.

WishGiven does not endorse, verify, or guarantee any Campaign, its representations, or its outcomes. The presence of a Campaign on the Platform does not constitute WishGiven's approval, sponsorship, or validation of the Campaign Owner's claims. Contributors rely on Campaign descriptions at their own risk, and WishGiven expressly disclaims any responsibility for the accuracy or completeness of Campaign content created by Campaign Owners.

3. Fee Structure

In consideration for access to the Platform and the services provided hereunder, WishGiven charges a Platform Fee of five percent (5%) of the gross amount of each Contribution received by a Campaign. This fee is automatically deducted prior to or at the time of disbursement to the Campaign Owner and is non-refundable except as expressly set forth in Section 9 of this Agreement.

By way of illustration and not limitation:

If a Contributor donates $100.00 to your Campaign, WishGiven retains $5.00 as the Platform Fee, and $95.00 is credited to you, subject to applicable payment processing fees charged by Stripe.

Additional examples for clarity:

  • A $25.00 Contribution results in a $1.25 Platform Fee; $23.75 is credited to the Campaign Owner (before Stripe fees).
  • A $500.00 Contribution results in a $25.00 Platform Fee; $475.00 is credited to the Campaign Owner (before Stripe fees).
  • A $1,000.00 Contribution results in a $50.00 Platform Fee; $950.00 is credited to the Campaign Owner (before Stripe fees).

The Platform Fee applies to each individual Contribution transaction, not to the aggregate Campaign total. The Platform Fee is calculated on the gross Contribution amount before any Stripe payment processing fees are deducted. Stripe's fees are separate from the Platform Fee and are deducted independently pursuant to Stripe's fee schedule as described in Section 4.

WishGiven reserves the right to modify the Platform Fee percentage upon thirty (30) days written notice to Campaign Owners via the email address associated with their account. Any modification to the Platform Fee will apply only to Contributions received after the effective date of the change. Contributions received prior to a fee change will be disbursed at the rate in effect at the time the Contribution was made.

WishGiven may, in its sole discretion and without obligation, waive or reduce Platform Fees for nonprofit organizations, verified charitable campaigns, or promotional purposes. Any such waiver or reduction applies only to the specific Campaign or Contributions expressly identified and does not establish a precedent or create any ongoing obligation.

4. Payment Processing

All Contributions collected through the Platform are processed by Stripe, Inc. (“Stripe”), a third-party payment processor. By creating a Campaign and accepting Contributions, you agree to be bound by Stripe's Terms of Service and Stripe's Connected Account Agreement, as applicable, both of which are incorporated herein by reference. WishGiven does not control Stripe's policies, procedures, or fee schedules.

Contributions are collected by WishGiven on behalf of the Campaign Owner through the Stripe payment infrastructure. WishGiven disburses Net Proceeds to the Campaign Owner according to Stripe's payout schedule, which is subject to change by Stripe without notice to WishGiven. Standard payout timelines are typically within two (2) to seven (7) business days after a Contribution is processed, but may be longer depending on bank processing times, verification requirements, and geographic location.

Stripe charges its own payment processing fees, which are separate from and in addition to the Platform Fee. Current Stripe fees are typically approximately 2.9% plus $0.30 per successful card charge for U.S.-issued cards, but these rates are subject to change by Stripe at any time. Campaign Owners are solely responsible for reviewing and understanding Stripe's current fee schedule at stripe.com. WishGiven makes no representation or warranty regarding Stripe's fees or their accuracy.

WishGiven is not responsible for any of the following actions, omissions, or events attributable to Stripe:

  • Delays in processing or disbursing Contributions;
  • Holds, reserves, or freezes placed on funds by Stripe for any reason, including fraud review, chargebacks, or compliance investigations;
  • Rejection or reversal of Contributions by Stripe;
  • Errors in calculation or disbursement resulting from Stripe system issues;
  • Stripe account suspension or termination;
  • Stripe's compliance requirements including but not limited to KYC (know your customer) or AML (anti-money laundering) verification.

Campaign Owners must complete all identity verification and onboarding requirements imposed by Stripe and/or WishGiven as a condition of receiving disbursements. Failure to complete required verification may result in delays, holds, or forfeiture of funds in accordance with Stripe's policies.

In the event a Contributor initiates a chargeback or dispute with their card issuer, the Campaign Owner authorizes WishGiven to deduct the disputed amount plus any chargeback fees imposed by Stripe from future disbursements or, if insufficient funds are available, to invoice the Campaign Owner for the deficiency. Campaign Owners are responsible for maintaining sufficient funds or reserves to cover potential chargebacks.

5. Campaign Owner Obligations

As a Campaign Owner, you accept full and exclusive responsibility for all aspects of your Campaign. By creating and operating a Campaign, you represent, warrant, and covenant as follows:

Accuracy of Campaign Content. All information presented in your Campaign — including titles, descriptions, images, videos, Goal Amounts, planned use of funds, timelines, and updates — is and shall remain true, accurate, complete, and not misleading in any material respect. You shall promptly update your Campaign to correct any information that becomes inaccurate, outdated, or misleading after the Campaign is published.

Lawful Purpose. Your Campaign and the intended use of Contributions comply with all applicable federal, state, and local laws, regulations, rules, and ordinances. You shall not create a Campaign for any purpose that is illegal, fraudulent, deceptive, or contrary to public policy.

Honest Use of Funds. You will use Contributions only for the purposes described in your Campaign. If you intend to use funds for purposes materially different from those stated in your Campaign, you must update your Campaign description and, where practicable, notify Contributors prior to such change. Diverting Contributions to purposes materially inconsistent with your Campaign description constitutes a material breach of this Agreement and may constitute fraud under applicable law.

Updates and Communication. If a Contributor reasonably requests information or an update regarding the status or use of Contributions, you agree to respond promptly and honestly. Where a Campaign has received Contributions, you are encouraged to post periodic updates through the Platform to keep Contributors informed of progress and use of funds.

No Misleading Representations. You shall not make any statement — in your Campaign, in communications with Contributors, or elsewhere — that falsely implies WishGiven endorses, validates, or guarantees your Campaign or the use of Contributions. You shall not represent that Contributions are tax-deductible charitable donations unless you are a verified tax-exempt organization and have disclosed your tax-exempt status in your Campaign.

Account Integrity. You shall maintain your WishGiven account credentials securely and are solely responsible for all activity conducted through your account. You shall not share your account access with unauthorized third parties or allow others to operate your Campaign without disclosure.

Compliance with Platform Rules. You shall comply with all WishGiven policies, guidelines, and community standards as published from time to time on the Platform, including any applicable content standards.

6. No Guarantee of Campaign Goal

WishGiven does not guarantee, represent, or warrant that any Campaign will reach its designated Goal Amount, achieve any particular level of visibility, or attract any minimum number of Contributors or Contributions. The Goal Amount you set for your Campaign is purely aspirational and represents your own target, not a commitment or guarantee by WishGiven or any other party.

WishGiven has no obligation to promote, feature, advertise, or otherwise amplify any Campaign. Any decision by WishGiven to feature, highlight, or recommend a Campaign on the Platform is made in WishGiven's sole discretion and does not create any ongoing obligation to continue such promotion. WishGiven may at any time and without notice cease featuring or promoting any Campaign.

Campaign Owners expressly acknowledge that the success or failure of a Campaign — including the amount of Contributions received — depends primarily on the Campaign Owner's own efforts, including but not limited to the quality and accuracy of the Campaign description, the Campaign Owner's outreach and marketing activities, and the breadth of the Campaign Owner's personal and professional networks. WishGiven shall not be liable for any Campaign Owner's failure to reach a Goal Amount or to receive any particular level of Contributions.

Campaigns on the Platform operate on a “keep what you raise” basis. Unless otherwise agreed in writing, a Campaign Owner is entitled to receive the Net Proceeds from all Contributions received regardless of whether the Goal Amount is met. WishGiven does not withhold disbursement pending achievement of any Goal Amount.

7. Contributor Expectations and Voluntary Gift Acknowledgment

All Contributions made through the Platform are voluntary monetary gifts from Contributors to Campaign Owners. Contributions are not any of the following:

  • Purchases: Contributions do not constitute the purchase of any product, good, or service, and do not create any obligation on the part of the Campaign Owner to deliver any tangible or intangible item in exchange, unless the Campaign Owner has expressly offered and described a specific reward or fulfillment in the Campaign.
  • Investments: Contributions do not represent equity, debt, revenue sharing, or any other financial instrument or investment interest in the Campaign Owner or any related business, venture, or project.
  • Loans: Contributions are not loans and do not carry any expectation of repayment, return, or interest.
  • Tax-Deductible Donations: Contributions are generally not tax-deductible as charitable contributions unless the Campaign Owner is a verified tax-exempt organization under applicable law and has made such status clear in the Campaign.

Contributors should exercise their own independent judgment before making any Contribution. Contributors are encouraged to review Campaign descriptions carefully, ask questions of Campaign Owners where appropriate, and contribute only amounts they are willing to part with voluntarily. WishGiven strongly recommends that Contributors consider Contributions as gifts they may not recover.

WishGiven makes no guarantee, representation, or warranty regarding how Campaign Owners will use Contributions. While WishGiven has policies prohibiting fraudulent and misrepresentative Campaigns, WishGiven cannot and does not monitor the use of funds after disbursement to Campaign Owners. Contributors assume all risk associated with the voluntary decision to contribute to any Campaign.

Contributions are generally final. Refunds are not guaranteed and are subject to the policies described in Section 9 of this Agreement. By making a Contribution, Contributors acknowledge that they have read this Agreement and understand that refunds may not be available.

8. Prohibited Campaigns and Content

Campaign Owners may not create, operate, or maintain any Campaign that falls within any of the following prohibited categories. This list is illustrative and not exhaustive. WishGiven reserves the right to determine in its sole discretion whether a Campaign violates this Section.

  • Fraud and Deception: Campaigns that contain materially false or misleading information, misrepresent the identity of the Campaign Owner, fabricate circumstances or needs, or are otherwise designed to deceive Contributors into making Contributions under false pretenses.
  • Illegal Activities: Campaigns that solicit funds for any purpose that is illegal under applicable federal, state, or local law, including but not limited to the purchase of illegal drugs or controlled substances, financing of illegal weapons, money laundering, tax evasion, or any activity that violates the laws of the jurisdiction in which the Campaign Owner or Contributor is located.
  • Misrepresented Personal Gain: Campaigns that present personal financial enrichment as charitable, benevolent, or altruistic without clear disclosure that funds will be used for the Campaign Owner's personal financial benefit.
  • Third-Party Rights Violations: Campaigns that infringe, misappropriate, or otherwise violate the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party, including the use of copyrighted images, trademarks, or likenesses without authorization.
  • Illegal Purposes: Campaigns that solicit funds for the commission of any crime, the evasion of any legal obligation, the financing of terrorism or violent extremism, or the circumvention of any court order, injunction, or regulatory requirement.
  • Discriminatory Content: Campaigns that promote, glorify, or fund activities that discriminate against individuals on the basis of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, age, or any other characteristic protected under applicable law.
  • Harmful Content: Campaigns that promote or facilitate self-harm, harm to others, hate speech, harassment, exploitation of minors, or any other activity that WishGiven reasonably determines to be harmful to individuals, communities, or society.
  • Unregistered Securities Offerings: Campaigns that offer or sell securities, including equity interests, revenue participation rights, notes, or investment contracts, without registration or an applicable exemption under the Securities Act of 1933 and applicable state securities laws.
  • Violation of Platform Policies: Campaigns that otherwise violate any WishGiven policy, guideline, or community standard as published from time to time.

WishGiven may, in its sole discretion and without prior notice, remove, suspend, or restrict any Campaign that it believes, in good faith, may violate this Section or any applicable law. Removal of a Campaign does not relieve the Campaign Owner of any liability arising from the Campaign.

9. Refunds and Fund Handling

General Policy. All Contributions are generally final. Because Contributions are voluntary gifts, Contributors are not automatically entitled to refunds. Campaign Owners are responsible for their own refund policies with respect to Contributors, subject to the limitations and requirements of this Agreement.

WishGiven Discretionary Refunds. WishGiven may, in its sole and absolute discretion, issue refunds to Contributors in the following circumstances:

  • Where WishGiven determines, in its reasonable judgment, that a Campaign was fraudulent or that the Campaign Owner materially misrepresented the Campaign;
  • Where WishGiven is required to issue a refund by applicable law, regulation, or court order;
  • Where a Contribution was made in error due to a technical malfunction of the Platform, subject to verification by WishGiven.

WishGiven's decision to issue or deny a refund is final and not subject to appeal, except as required by applicable law. WishGiven's obligation to issue refunds is limited to funds actually held by WishGiven at the time of the refund request; WishGiven is not obligated to seek recovery of funds already disbursed to a Campaign Owner.

Campaign Owner Voluntary Refunds. A Campaign Owner may voluntarily issue a refund to a specific Contributor at any time, subject to the availability of funds and the applicable Stripe refund policy. Voluntary refunds are processed through the Platform and are subject to the Platform Fee being non-refundable to the Campaign Owner, unless WishGiven expressly agrees otherwise in writing.

Holding of Funds. WishGiven reserves the right to place a temporary hold on disbursement of funds to a Campaign Owner if WishGiven has reasonable grounds to suspect fraudulent activity, violation of this Agreement, an ongoing investigation, or a pending chargeback or legal proceeding. WishGiven will endeavor to notify the Campaign Owner of any hold promptly and to resolve the hold in a commercially reasonable time, subject to any applicable legal requirements.

Platform Fee Non-Refundability. The Platform Fee is non-refundable in all circumstances except where WishGiven expressly agrees in writing to refund the fee. Processing fees charged by Stripe are governed by Stripe's refund policies and are not within WishGiven's control.

10. Account Termination and Campaign Closure

Termination by WishGiven. WishGiven may, in its sole discretion, suspend, restrict, or terminate any Campaign or Campaign Owner account at any time, with or without prior notice, for any reason or for no stated reason, including but not limited to violation of this Agreement, violation of WishGiven's Terms of Service, suspected fraud, suspected illegal activity, receipt of complaints from Contributors, or for WishGiven's business reasons.

Termination of Non-Violating Campaigns. If WishGiven terminates a Campaign for reasons unrelated to a violation of this Agreement or applicable law (for example, a business policy change or platform discontinuation), WishGiven will disburse Net Proceeds — meaning collected Contributions minus the Platform Fee and applicable Stripe fees — to the Campaign Owner within a commercially reasonable period, subject to completion of any required verification procedures.

Termination for Fraud or Violations. If WishGiven terminates a Campaign because of fraud, material misrepresentation, or a material violation of this Agreement or applicable law, WishGiven may, in its sole discretion and without obligation:

  • Place an indefinite hold on any undisbursed funds;
  • Attempt to refund Contributors to the extent funds are available and Contributors can be identified;
  • Cooperate with law enforcement investigations;
  • Pursue recovery of previously disbursed funds through legal channels where WishGiven determines it has a legal basis to do so;
  • Report the Campaign Owner to relevant regulatory or law enforcement authorities.

Voluntary Closure by Campaign Owner. A Campaign Owner may close their Campaign at any time through the Platform interface. Upon voluntary closure, undisbursed Net Proceeds will be disbursed to the Campaign Owner according to the then-current disbursement schedule, subject to any applicable holds, disputes, or verification requirements. Voluntary closure does not relieve the Campaign Owner of obligations arising under this Agreement for activity prior to closure.

Survival of Obligations. Upon termination or closure of a Campaign or account for any reason, the following provisions of this Agreement shall survive: Sections 5 (Campaign Owner Obligations), 9 (Refunds and Fund Handling), 11 (Limitation of Liability), 12 (Indemnification), 13 (Governing Law and Dispute Resolution), and 15 (Severability, Entire Agreement, and Waiver).

11. Limitation of Liability

As-Is Disclaimer. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WISHGIVEN EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WishGiven does not warrant that: (a) the Platform will be uninterrupted, timely, secure, or error-free; (b) the results obtained from use of the Platform will be accurate or reliable; (c) any Campaign will be successful or achieve any particular fundraising outcome; or (d) any defects in the Platform will be corrected.

No Liability for Fund Misuse. WISHGIVEN SHALL NOT BE LIABLE FOR ANY MISUSE, MISAPPROPRIATION, DIVERSION, OR FRAUDULENT USE OF CONTRIBUTIONS BY ANY CAMPAIGN OWNER OR THIRD PARTY. WISHGIVEN'S ROLE IS LIMITED TO FACILITATING THE TRANSMISSION OF CONTRIBUTIONS FROM CONTRIBUTORS TO CAMPAIGN OWNERS, AND WISHGIVEN HAS NO CONTROL OVER OR RESPONSIBILITY FOR HOW CAMPAIGN OWNERS USE FUNDS AFTER DISBURSEMENT.

Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WISHGIVEN SHALL NOT BE LIABLE TO THE CAMPAIGN OWNER OR ANY CONTRIBUTOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM, REGARDLESS OF WHETHER WISHGIVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE).

Aggregate Liability Cap. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, WISHGIVEN'S AGGREGATE LIABILITY TO THE CAMPAIGN OWNER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL PLATFORM FEES ACTUALLY RECEIVED BY WISHGIVEN FROM THE CAMPAIGN OWNER'S CAMPAIGN(S) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of implied warranties or consequential damages. To the extent such exclusions or limitations are not permitted under applicable law, they shall apply to the maximum extent permitted.

12. Indemnification

To the fullest extent permitted by applicable law, Campaign Owner agrees to defend, indemnify, and hold harmless WishGiven and its officers, directors, employees, agents, licensors, successors, and assigns (collectively, the “WishGiven Parties”) from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to:

  • The Campaign Owner's Campaign, including all content, descriptions, images, representations, and statements contained therein;
  • The Campaign Owner's actual or alleged use or misuse of Contributions, including any diversion of funds to purposes other than those described in the Campaign;
  • Any material misrepresentation, false statement, or omission made by the Campaign Owner in the Campaign or in any communication with Contributors or WishGiven;
  • The Campaign Owner's violation of any term, condition, representation, or warranty of this Agreement;
  • The Campaign Owner's violation of any applicable federal, state, or local law, rule, or regulation;
  • The Campaign Owner's infringement or alleged infringement of any intellectual property right, privacy right, or other right of any third party;
  • Any claim by a Contributor arising from the Campaign Owner's Campaign or use of Contributions;
  • Any tax liability arising from Contributions received by the Campaign Owner.

WishGiven reserves the right to assume exclusive control of the defense of any matter subject to indemnification by Campaign Owner, at Campaign Owner's expense. In such event, Campaign Owner agrees to cooperate fully with WishGiven in the defense of such matter. Campaign Owner shall not settle any such matter without WishGiven's prior written consent, which consent shall not be unreasonably withheld.

The indemnification obligations set forth in this Section shall survive termination of this Agreement and apply regardless of the theory of liability asserted, including claims of negligence.

13. Governing Law and Dispute Resolution

Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Binding Arbitration. Except as set forth in the Small Claims Court exception below, any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or a Campaign — including the validity, enforceability, breach, termination, or scope of this Agreement — shall be resolved exclusively by binding individual arbitration administered by JAMS (Judicial Arbitration and Mediation Services) under its then-current rules and procedures for consumer disputes. The arbitration shall be conducted in the State of California, or by telephone or videoconference at the mutual agreement of the parties. The arbitrator shall have the authority to award any remedy that would be available in a court of competent jurisdiction.

The arbitration award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorney fees in connection with the arbitration, provided that the arbitrator may award attorney fees and costs to the prevailing party if the applicable arbitration rules permit and the arbitrator finds such award warranted.

Small Claims Court Exception. Notwithstanding the foregoing, either party may bring an individual action in the small claims court of competent jurisdiction located in the State of California if the claim qualifies for small claims court adjudication under applicable California law and the party seeks only individual, non-class relief.

CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. NEITHER PARTY SHALL HAVE THE RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER IN ANY CLASS ACTION, CONSOLIDATED ACTION, REPRESENTATIVE ACTION, OR MASS ACTION RELATED TO THIS AGREEMENT OR THE PLATFORM. IF A COURT OR ARBITRATOR DETERMINES THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE AS TO A PARTICULAR CLAIM, THAT CLAIM SHALL BE SEVERED AND DECIDED IN A COURT OF COMPETENT JURISDICTION, NOT IN ARBITRATION.

Injunctive Relief. Notwithstanding the arbitration obligation, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the resolution of a dispute through arbitration. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in California for such emergency relief.

Limitation Period. Any claim arising out of or related to this Agreement must be brought within one (1) year after the claim arises, or it shall be forever barred, regardless of any statute of limitations to the contrary. This limitation does not apply to the extent prohibited by applicable law.

14. Modification of Terms

WishGiven reserves the right to modify, amend, update, or replace this Agreement at any time, in its sole discretion. Such modifications may be made in response to changes in law, Stripe's policies, the Platform's features, or WishGiven's business practices.

Notice of Non-Material Changes. For changes that WishGiven determines, in its reasonable judgment, do not materially and adversely affect Campaign Owners' rights or obligations, WishGiven will provide notice by updating the “Last Updated” date at the top of this Agreement and, where practicable, posting a summary of changes on the Platform. Campaign Owners are responsible for reviewing the Agreement periodically.

Notice of Material Changes. For changes that WishGiven determines are material — including changes to the Platform Fee, the dispute resolution mechanism, or the limitation of liability — WishGiven will provide at least thirty (30) days advance written notice to Campaign Owners via the email address associated with their WishGiven account. It is the Campaign Owner's responsibility to keep their email address current and accurate.

Acceptance of Changes. Your continued use of the Platform, creation of new Campaigns, or receipt of disbursements following the effective date of any modification constitutes your acceptance of the modified Agreement. If you do not agree to a modification, your sole remedy is to cease using the Platform and close your account before the modification's effective date.

Affirmative Re-Acceptance for Material Changes. For changes that WishGiven determines require affirmative re-acceptance — including but not limited to modifications that significantly alter Campaign Owner rights, fee structures, or dispute resolution — WishGiven may require Campaign Owners to affirmatively click-through or electronically sign an updated Agreement before being permitted to access certain Platform features. Failure to affirmatively re-accept a required modification may result in suspension of the Campaign Owner's ability to receive new Contributions or disbursements until re-acceptance is completed.

15. Severability, Entire Agreement, and Waiver

Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, such provision shall be severed from this Agreement. The remaining provisions of this Agreement shall continue in full force and effect. The invalidity of a provision in one jurisdiction shall not affect its validity in any other jurisdiction.

Entire Agreement. This Agreement, together with WishGiven's general Terms of Service and Privacy Policy as incorporated by reference, constitutes the entire agreement between WishGiven and the Campaign Owner with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and communications, whether oral or written, relating to Campaign activity on the Platform. No representation or statement not contained in this Agreement shall be binding on WishGiven unless made in a written instrument signed by an authorized officer of WishGiven.

No Waiver. WishGiven's failure to enforce or exercise any right or provision of this Agreement shall not constitute a waiver of that right or provision. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by an authorized officer of WishGiven. A waiver of any particular breach or default shall not be deemed a continuing waiver of any subsequent breach or default.

Assignment. Campaign Owner may not assign, transfer, delegate, or sublicense any rights or obligations under this Agreement without the prior written consent of WishGiven. Any purported assignment without such consent shall be null and void. WishGiven may freely assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer, including in connection with a merger, acquisition, change of control, or sale of all or substantially all of WishGiven's assets, without notice to or consent of the Campaign Owner.

Force Majeure. Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement (except for payment obligations) to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, embargoes, war, terrorism, civil unrest, labor disputes, power outages, internet or telecommunications failures, or acts of third-party service providers including Stripe. The affected party shall provide prompt written notice to the other party of a force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.

Electronic Signatures — E-SIGN Acknowledgment. By creating a Campaign, accepting Contributions, or otherwise indicating agreement to this Agreement through electronic means (including clicking “I Agree,” “Accept,” or similar), you consent to conduct this transaction electronically in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and applicable state electronic transaction laws. You agree that your electronic acceptance constitutes a valid, legally binding signature with the same legal effect as a handwritten signature. You acknowledge that you have the ability to access and retain this Agreement electronically, and that you have been provided with a means to print or save a copy. If you do not consent to electronic signatures, you must not create a Campaign.

Notices. Notices to WishGiven under this Agreement must be sent by email to legal@wishgiven.com, with a subject line clearly identifying the nature of the notice. Notices by WishGiven to Campaign Owner will be sent to the email address associated with the Campaign Owner's account. Notices are effective upon confirmed receipt.

Headings. Section headings used in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

Contact

If you have questions or concerns about this Campaign Agreement, please contact WishGiven at:

Email: legal@wishgiven.com

WishGiven, a California corporation
Entity No. B20260034371