WishGiven Gift Pool Agreement

1. Introduction and Definitions

This Gift Pool Agreement (“Agreement”) is a legally binding contract between you (“Pool Organizer,” “you,” or “your”) and WishGiven, a California corporation (Entity No. B20260034371, registered January 20, 2026) (“WishGiven,” “we,” “us,” or “our”). By creating a Gift Pool, accepting Pledges, or otherwise using the gift pool features of the WishGiven platform, you acknowledge that you have read, understood, and agree to be bound by every provision of this Agreement.

This Agreement is in addition to, and incorporated by reference into, WishGiven's general Terms of Service and Privacy Policy.

• “Gift Pool” or “Pool” means a crowdfunding effort created by a Pool Organizer on the Platform to collectively fund the purchase of a specific wishlist item.
• “Pool Organizer” means the registered account holder who creates and manages a Gift Pool.
• “Pledge” means a monetary authorization hold placed on a Contributor's payment method through the Platform. A Pledge authorizes but does not immediately charge the Contributor's payment method.
• “Contributor” means any registered or guest user who makes a Pledge to a Gift Pool. Contributors are not required to hold a WishGiven account.
• “Target Amount” means the total amount required to fund the Pool, calculated as the item price plus the Platform Fee.
• “Platform Fee” means the fee retained by WishGiven, as described in Section 3.

2. Platform Relationship and Payment Model

WishGiven operates as a technology platform and payment intermediary for Gift Pools. Contributors pay WishGiven directly — the Pool Organizer never handles, collects, or processes payments. WishGiven holds all funds and disburses them to the Pool Organizer only when the Pool is fully funded.

Gift Pools use a manual-capture payment model. When a Contributor makes a Pledge, their payment method is authorized (a hold is placed) but not charged until the Pool reaches its Target Amount. If the Pool does not reach its Target Amount by the deadline, all authorization holds are released automatically and no Contributor is charged.

WishGiven is not a fiduciary, trustee, escrow agent, bank, money transmitter, or charitable organization. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between WishGiven and the Pool Organizer.

3. Fee Structure

WishGiven charges a Platform Fee of five percent (5%) of the item price. This fee is added to the item price to determine the Target Amount and is disclosed to the Pool Organizer at the time of Pool creation.

By way of illustration:

If a wishlist item is priced at $229.99, the 5% Platform Fee is $11.50, and the Target Amount is $241.49. When the Pool is fully funded, WishGiven retains $11.50 and transfers $229.99 to the Pool Organizer (before Stripe processing fees).

Stripe payment processing fees are separate from the Platform Fee and are deducted by Stripe independently. The Pool Organizer receives the item price minus any applicable Stripe fees on the single transfer.

WishGiven reserves the right to modify the Platform Fee upon thirty (30) days written notice. Changes apply only to Pools created after the effective date.

4. Pool Lifecycle

A Gift Pool progresses through the following stages:

• Open: The Pool is accepting Pledges. Contributors' payment methods are authorized but not charged.
• Funded: Total Pledges meet or exceed the Target Amount. All authorization holds are captured (Contributors are charged). The Pool Organizer may request payout.
• Closed: Payout has been transferred to the Pool Organizer. The associated wishlist item is marked as claimed.
• Cancelled: The Pool did not reach its Target Amount by the deadline, or was cancelled by the Pool Organizer. All authorization holds are released. No Contributor is charged.

Pool deadlines are set by the Pool Organizer at creation and may not exceed seven (7) days. Authorization holds placed by payment card issuers may expire independently of the Pool deadline; WishGiven is not responsible for holds that expire before the Pool is funded.

5. Payout and Stripe Connect

To receive a payout, the Pool Organizer must complete Stripe Connect Express onboarding, which requires providing bank account information and identity verification. This is a one-time setup that occurs when the Pool is fully funded, not at the time of Pool creation.

Payouts are made as a single Stripe Transfer from WishGiven's Stripe balance to the Pool Organizer's connected account. The transfer amount equals the total captured Pledges minus the 5% Platform Fee. One Stripe processing fee applies to the single transfer.

WishGiven will initiate the transfer promptly after the Pool Organizer requests payout and completes Stripe Connect onboarding. Actual deposit timing depends on the Pool Organizer's bank and Stripe's processing schedule, typically two (2) to seven (7) business days.

6. Pool Organizer Responsibilities

By creating a Gift Pool, you represent and warrant that:

• You are at least 18 years of age and legally capable of entering into this Agreement.
• The wishlist item associated with the Pool is a genuine product available for purchase.
• You will use Pool proceeds solely to purchase the designated wishlist item or return funds to Contributors if the item becomes unavailable.
• You will not create Pools for fraudulent, deceptive, or illegal purposes.
• All information you provide to WishGiven and Stripe is accurate and complete.
• You understand that Contributor payment methods are authorized but not charged until the Pool is fully funded.

7. Contributor Privacy and Anonymous Contributions

Contributors may choose to make their Pledge anonymously. Anonymous Contributions display as “Anonymous friend” to other users, including the Pool Organizer. WishGiven retains the ability to identify all Contributors for fraud prevention, legal compliance, and dispute resolution purposes.

When a Gift Pool is associated with a wishlist that has an event date, the wishlist owner cannot view individual Contribution details until after the event date has passed. This “owner blindness” feature preserves the surprise nature of gift pools.

8. Cancellation and Refunds

The Pool Organizer may cancel an open Pool at any time. Upon cancellation, all outstanding authorization holds are released immediately. Because Pledges are authorization holds and not charges, cancellation requires no refund processing — funds were never debited from Contributors' accounts.

If a Pool does not reach its Target Amount by the deadline, it is automatically cancelled. All authorization holds are released and no Contributor is charged.

Once a Pool has been funded and Pledges have been captured (charged), the Pool Organizer is responsible for using the proceeds to purchase the designated item. WishGiven does not process refunds to individual Contributors after capture, except as required by applicable law or in cases of verified fraud.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WISHGIVEN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY GIFT POOL SHALL NOT EXCEED THE PLATFORM FEE ACTUALLY RETAINED BY WISHGIVEN FOR THE SPECIFIC POOL AT ISSUE.

WISHGIVEN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING FROM OR RELATING TO THE USE OF GIFT POOLS, REGARDLESS OF THE THEORY OF LIABILITY.

10. Governing Law and Dispute Resolution

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. Any dispute arising under this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules, with the arbitration conducted in Sacramento County, California.

YOU AND WISHGIVEN EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING.

11. Modifications to This Agreement

WishGiven may modify this Agreement at any time by posting the revised version on the Platform with an updated “Last Updated” date. Material changes will be communicated via email or in-app notification at least thirty (30) days before they take effect. Your continued creation or management of Gift Pools after the effective date of any modification constitutes acceptance of the modified terms.

12. Contact Information

If you have questions about this Agreement, please contact us at legal@wishgiven.com.