Nonprofit Operations

NONPROFIT OPERATIONS SERVICE AGREEMENT

Monthly operational, compliance and marketing services

Version 2.2, September 26, 2026

This Nonprofit Operations Service Agreement (the "Agreement") is between IT HUB Service Inc. (501c3.HELP) ("501c3.HELP," "we," "us," or "our") and the nonprofit organization identified at checkout (the "Organization," "you," or "your").

The Agreement becomes effective when an authorized representative of the Organization accepts it electronically and the first payment is made (the "Start Date").

The person accepting this Agreement represents that they are authorized to bind the Organization and that any approval required by the Organization's governing documents or applicable law has been obtained.

This Agreement is intended to allocate responsibilities clearly while preserving the Organization's ownership, control, and independence.

Key terms at a glance

Client	The nonprofit Organization, not the individual accepting the Agreement.
Service	Ongoing operational, compliance administration, website, marketing, strategy, and community outreach support.
Price	$800 per month, plus approved third-party costs.
Payment	The Organization pays, or someone pays on its behalf. Either way, the Organization is the client.
Launch Period	The first 3 monthly billing periods, subject to any cancellation or termination right required by law.
After the Launch Period	Month to month. Cancel any time, effective at the end of the paid month.
Fundraising	Not included. The Organization conducts its own fundraising. We do not solicit, receive, or hold contributions.
Approvals	Nothing is published or sent in the Organization's name without its approval.
Results	No donations, grants, sponsorships, government approvals, Google approvals, traffic, rankings, or other results are guaranteed.

Client protections

This summary points to where each protection sits in this Agreement. It does not replace those sections.

• The Organization keeps final decision-making authority over its mission, governance, fundraising, finances, and accounts, and may use its own advisers, professionals, platforms, and vendors (Section 1.3).
• Nothing is published or sent in the Organization's name without its approval, and silence is not approval (Section 3.3).
• The Organization's domain, accounts, data, records, and Organization-owned content remain its property. Paying on its behalf gives no one else rights in them (Sections 6.2 and 8).
• We never receive, hold, or control charitable contributions, and our fee is not based on donations, grants, sponsorships, or fundraising results (Sections 4.3 and 4.4).
• We do not incur material third-party costs on the Organization's behalf without its prior approval (Section 6.4).
• A price increase requires 30 days' notice, never takes effect during the Launch Period, and after it the Organization may cancel before the increase applies (Section 6.8).
• If we change this Agreement in a way that substantially increases the Organization's obligations or materially reduces its services or rights, the Organization may cancel before the change takes effect without a termination charge, including during the Launch Period (Section 13.4).
• We defend the Organization against third-party claims that custom content we created for it infringes intellectual property rights, within the limits in Section 11 (Section 11.8).
• Mandatory rights under applicable law are not waived (Sections 7.3, 11.7, and 13.7).
• When the relationship ends, we make available an export of the Organization's data, documents, and paid-for work, and reasonably help transfer its accounts (Sections 7.5 and 7.6).

The Organization does not transfer to 501c3.HELP control of its board, bank accounts, donations, fundraising decisions, mission, legal authority, or ownership of its accounts and data.

1. Purpose and service structure

1.1. Purpose

We provide operational support to help the Organization establish and maintain the systems, materials, records, compliance workflows, marketing, and outreach needed to operate effectively.

Our work follows a strategy agreed with the Organization's leadership (the "Strategy") and a working service plan maintained in the Organization's client workspace (the "Client Workspace").

1.2. Client Workspace

The Client Workspace may contain:

• the Strategy;
• the current work plan;
• the compliance profile;
• known jurisdictions and activities;
• tasks and deadlines;
• drafts and approvals;
• marketing plans and activity;
• reports;
• Organization documents; and
• other operational information.

The working plan may change as priorities change without requiring an amendment to this Agreement.

The Client Workspace does not expand the services beyond the service areas described in this Agreement.

1.3. Organization retains control

The Organization retains control over its mission, governance, fundraising, finances, accounts, communications, and final decisions.

We provide services to the Organization. We do not replace its board, officers, employees, professional advisers, or leadership.

The Organization may use its own advisers, professionals, platforms, and vendors.

2. What we do

2.1. Website

We establish and maintain an appropriate website presence for the Organization, using information supplied or approved by the Organization. Depending on the Strategy, this may include building a new website, rebuilding an existing website, or maintaining and improving the Organization's current website.

Within the Strategy, we may also:

• prepare new pages and content;
• maintain the basic technical infrastructure that forms part of our service; and
• assist with analytics, search visibility, and related website operations.

The Organization may independently maintain donation links, buttons, forms, or fundraising pages on its website. 501c3.HELP does not create, manage, modify, or optimize fundraising content, donation pages, or donation appeals as part of our services.

2.2. Compliance administration

Based on the Organization's compliance profile, disclosed activities, jurisdictions, registrations, and the information available to us, we maintain a calendar of known federal, state, and local compliance obligations and remind the Organization of the signatures, submissions, payments, renewals, and other actions it must take.

Within that scope, we may also:

• monitor known filing deadlines;
• prepare routine administrative filings to the extent permitted by law;
• organize information required for filings;
• provide filing instructions;
• prepare templates for donation receipts and acknowledgments that carry the wording required by law; and
• coordinate with qualified outside professionals when a matter requires professional tax, accounting, or legal services.

The compliance profile depends on information supplied by the Organization.

We are not responsible for identifying an obligation that results from a fact, activity, jurisdiction, employee, transaction, fundraising campaign, property interest, program, or other circumstance that the Organization did not disclose to us and that we could not reasonably identify from the information available to us.

2.3. Federal tax and IRS filings

We track deadlines and organize information for Form 990-series returns, exemption applications, and other IRS filings.

Unless we separately agree in writing to act as a qualified paid tax return preparer and satisfy the applicable preparer requirements:

• we do not act as the Organization's paid tax return preparer;
• we do not sign a tax return as paid preparer; and
• we coordinate preparation or filing through an appropriately qualified preparer when preparation by a qualified paid preparer is required or appropriate.

The Organization remains responsible for reviewing and signing its return or other filing where required.

2.4. Governance and organizational records

We may help the Organization:

• organize its articles, bylaws, resolutions, minutes, policies, registrations, determination letters, and other core documents;
• maintain a document library;
• track documents or policies that require review or action; and
• prepare administrative drafts or templates for review.

We do not determine that a governance document or policy is legally sufficient unless that review is performed by an attorney engaged for that purpose.

2.5. Marketing

Within the Strategy, we may prepare or support:

• website content;
• social media content;
• email content;
• newsletters;
• educational materials;
• program, event, and awareness materials;
• search optimization;
• Google for Nonprofits and Google Ad Grants activities for the Organization's mission, programs, and volunteer opportunities, where applicable; and
• other agreed digital marketing work.

Marketing under this Agreement promotes the Organization's mission, programs, services, events, and volunteer opportunities. It does not include fundraising appeals or donation campaigns, which are excluded under Section 4.

Qualification for or continued participation in any third-party program is controlled by that third party.

2.6. Partnerships and community outreach

Within the Strategy, we may:

• research potential program partners, community organizations, schools, businesses, media outlets, and other organizations that fit the Organization's mission and programs, for purposes other than requesting contributions;
• identify program, volunteer, referral, and media opportunities;
• prepare contact lists and background research for those purposes;
• draft emails, letters, presentations, and proposals for program partnerships, volunteer recruitment, referrals, media, and similar purposes;
• help the Organization prepare for those conversations; and
• facilitate introductions where appropriate, for purposes other than requesting a contribution.

Fundraising, including outreach to prospective donors, funders, foundations, or sponsors for the purpose of requesting support, is excluded under Section 4.

2.7. Strategy

We work with the Organization's leadership to establish the Strategy, record it in the Client Workspace, and review it at least once per calendar quarter.

2.8. Priorities

We choose and order work based on:

• the Strategy;
• compliance deadlines;
• dependencies;
• potential impact;
• Organization readiness;
• available information;
• third-party timing; and
• the Organization's ability to complete actions assigned to it.

Not every service area will receive equal work during every month.

The monthly fee provides ongoing access to the service and execution of the working plan. It does not purchase a fixed number of hours, tasks, filings, pages, contacts, campaigns, or deliverables in any month.

2.9. Launch Period

The first 3 monthly billing periods are the "Launch Period."

During the Launch Period, work commonly includes:

• website setup or rebuilding;
• creation of the Client Workspace;
• compliance profile setup;
• compliance calendar setup;
• document organization;
• account and access setup;
• initial marketing systems;
• initial community outreach systems;
• baseline research; and
• development of the initial Strategy.

Some processes depend on third parties and may take weeks or longer regardless of our pace, including government processing, Google verification, Google Ad Grants approval, email domain reputation, search engine indexing, banking, payment platform review, and third-party professional work.

2.10. Organization requests

The Organization may submit additional requests that fall within the service areas in this Agreement.

Unless we agree otherwise, we work on one active discretionary request at a time.

Compliance deadlines and other time-sensitive work may take priority over discretionary requests.

2.11. Outreach volume

We may adjust partnership and community outreach based on the Organization's capacity to respond to introductions and conduct conversations.

If arranged conversations repeatedly do not take place, we may reduce or pause new outreach rather than continue using prospective contacts that the Organization is not ready to pursue.

2.12. Monthly report

We provide a monthly report describing, as applicable:

• work completed;
• work in progress;
• upcoming priorities;
• compliance items;
• website or marketing activity;
• outreach activity; and
• measurable results available to us.

Metrics may include website visitors, inquiries, responses, introductions, or conversations.

2.13. Tools and service providers

We may use software, automation, artificial intelligence, research tools, hosting providers, analytics providers, communication systems, contractors, and other service providers to perform the services.

Use of such tools does not change our responsibility for the services we provide under this Agreement, and it does not change the Organization's approval of every text sent or published in its name under Section 3.3.

3. What the Organization does

3.1. Organization responsibilities

The Organization will:

• participate in establishing and reviewing the Strategy;
• provide complete and accurate information;
• promptly notify us when material information changes;
• provide reasonably requested documents and records;
• review drafts and requests within 5 business days when reasonably possible;
• approve, reject, or correct materials submitted for approval;
• maintain complete accounting and transaction records;
• conduct its own fundraising, including any solicitation, grant applications, sponsorship requests, and donor communications;
• conduct conversations and meetings arranged for its leadership;
• sign documents requiring its signature;
• submit filings when its login, certification, or direct submission is required;
• pay government and third-party fees;
• maintain its accounts in its own legal name; and
• provide the access reasonably required for us to perform the services.

3.2. Changes affecting compliance

The Organization must promptly tell us about material changes, including:

• new states or jurisdictions of operation;
• new fundraising jurisdictions;
• hiring employees;
• acquiring or leasing property;
• selling goods or services;
• conducting raffles, gaming, events, or regulated activities;
• beginning new programs;
• opening or closing locations;
• changing officers, directors, addresses, or registered agents;
• receiving notices from regulators;
• changing fiscal year;
• changing tax or exempt status;
• material changes in revenue, contributions, or fundraising volume;
• engaging a professional fundraiser, fundraising consultant, or fundraising platform; and
• material changes to the Organization's activities.

3.3. Approval

Nothing is published or sent in the Organization's name without approval from an authorized Organization representative.

Silence is not approval.

An approval provided through the Client Workspace, email, or another agreed communication method is treated as approval by the Organization.

3.4. Responsibility for approved materials

The Organization is responsible for:

• factual representations supplied by it;
• claims about its programs and impact;
• fundraising representations;
• financial information;
• statements it approves; and
• the final decision to send, publish, submit, or use approved material.

We remain responsible for performing our own services with reasonable care.

3.5. Delayed responses

If the Organization does not provide information, approval, signature, payment, access, or action reasonably required to complete work, the affected work may be paused.

If a deadline is missed because the Organization failed to act after a timely request or reminder, we are not responsible for consequences caused by that failure.

4. No fundraising services

4.1. Fundraising is not part of the service

501c3.HELP does not provide fundraising services under this Agreement. We do not:

• solicit charitable contributions;
• identify, research, or target prospective donors, funders, foundations, or sponsors;
• research, prepare, write, or submit grant applications;
• develop fundraising strategy, campaigns, or calendars;
• prepare donation appeals, sponsorship proposals, fundraising communications to donors, or other solicitation materials;
• advise the Organization on whom to solicit, when or how often to solicit, or what amount to request; or
• make or facilitate introductions for the purpose of requesting a contribution.

4.2. The Organization conducts its own fundraising

The Organization conducts and manages its own fundraising independently, including any solicitation, grant applications, sponsorship requests, and donor communications, and retains sole control over them.

4.3. No handling of contributions

We never receive, hold, or control charitable contributions or other funds collected on the Organization's behalf, and we do not have signatory authority over any account that receives them.

Contributions must be made directly to the Organization or to a payment provider or platform controlled by the Organization.

4.4. Compensation

Our compensation is the monthly fee stated in Section 6. It is not a percentage of contributions, grants, or sponsorship revenue, and it is not contingent on fundraising results.

4.5. No results guarantee

We do not guarantee donations, grants, sponsorships, fundraising amounts, or fundraising timelines, including any the Organization pursues using materials, traffic, or visibility created through our services.

5. Services we do not provide

5.1. No legal or tax advice

501c3.HELP is not a law firm and is not engaged under this Agreement as the Organization's attorney.

We are not an accounting firm and are not engaged under this Agreement as the Organization's CPA or auditor.

We do not provide legal opinions, tax opinions, audit opinions, or professional representation reserved to licensed or otherwise qualified professionals.

If a matter requires an attorney, CPA, paid tax return preparer, auditor, or another regulated professional, we may:

• identify the issue;
• organize relevant information;
• coordinate with the professional; or
• recommend that the Organization obtain the required professional assistance.

5.2. Excluded activities

We never receive, hold, or control charitable contributions or other funds collected on the Organization's behalf.

Unless separately agreed in writing, we also do not:

• provide fundraising services (see Section 4);
• sign contracts on behalf of the Organization;
• sign government filings on behalf of the Organization;
• act as a director or officer;
• maintain the Organization's accounting books;
• reconcile bank accounts;
• perform financial audits or reviews;
• act as paid tax return preparer;
• provide legal representation;
• perform the Organization's charitable mission;
• conduct in-person program services;
• employ the Organization's staff;
• make board decisions;
• own the Organization's domain or primary accounts; or
• guarantee compliance with every law that could apply to the Organization.

6. Fees and payment

6.1. Monthly fee

The service fee is $800 per month.

6.2. Billing

The first payment is charged when the Organization accepts this Agreement.

Thereafter, the monthly fee is automatically charged on the same calendar day each month.

If the billing day does not exist in a shorter month, billing occurs on the last day of that month.

The fee may be paid by the Organization or by a founder, officer, director, or other person on the Organization's behalf. Payment by any such person does not change the client under this Agreement. The Organization remains the client and recipient of the services. A person who pays on the Organization's behalf does not acquire any ownership, control, access, or other rights in the Organization's accounts, data, or deliverables solely because that person made the payment. Whether such a payment is a contribution to the Organization or an amount the Organization will reimburse is for the Organization and the payer to decide and record.

6.3. Launch Period commitment

The Launch Period consists of the first 3 monthly billing periods.

Except where applicable law provides a greater cancellation right, the Organization is responsible for all 3 Launch Period payments once the service begins.

After the Launch Period, the service continues month to month.

6.4. Third-party costs

The monthly fee does not include:

• government filing fees;
• registration fees;
• professional preparer fees;
• attorney or CPA fees;
• advertising spend;
• paid software purchased specifically for the Organization;
• domain registration fees;
• premium third-party services; or
• other approved outside expenses.

The Organization pays those expenses directly whenever practical.

If we pay an approved cost on the Organization's behalf, the Organization will reimburse us at cost.

We will not incur a material reimbursable expense without prior approval.

6.5. Failed payments

If a payment fails and remains unresolved for 7 days, we may pause services.

If the payment remains unresolved for 30 days, we may terminate the Agreement.

A service pause does not extend a government or third-party deadline.

6.6. Taxes

The fees stated in this Agreement do not include taxes that may legally apply to the services.

6.7. Refunds

Monthly fees are nonrefundable after the applicable service period begins, except:

• where required by law; or
• where we expressly agree otherwise in writing.

6.8. Price changes

We may change the monthly fee by providing at least 30 days' written notice.

A price increase will not take effect during the original 3-month Launch Period.

After the Launch Period, the Organization may cancel before the increased price takes effect.

7. Term and cancellation

7.1. Term

The Agreement begins on the Start Date.

It continues through the 3-month Launch Period and then continues month to month until terminated.

7.2. Cancellation by the Organization

The Organization may submit a cancellation request at any time through the available online cancellation method or by email.

Except where applicable law provides otherwise:

• cancellation during the Launch Period becomes effective at the end of the third monthly billing period;
• all Launch Period fees remain due; and
• after the Launch Period, cancellation becomes effective at the end of the current paid billing period.

7.3. Mandatory statutory rights

If applicable law gives the Organization a right to cancel or terminate sooner than Section 7.2, the mandatory legal right controls.

7.4. Termination by us

We may terminate this Agreement:

• on 30 days' written notice without cause;
• immediately for material unlawful use of the services;
• immediately for fraud or material misrepresentation;
• immediately where continuing the service would reasonably expose us to unlawful conduct or regulatory violation; or
• after an uncured material breach.

If we terminate without cause during the Launch Period, the Organization is not responsible for future Launch Period payments after the effective termination date, and any prepaid amount covering a period after termination will be refunded on a prorated basis.

7.5. Handover

After termination, we will reasonably cooperate in transferring Organization-controlled materials and accounts.

Within 30 days after termination, we will make available a reasonable export of:

• Organization-owned content;
• Organization data;
• Organization documents;
• custom deliverables owned by the Organization; and
• exportable website materials reasonably available from the systems used.

We are not required to transfer proprietary software, Provider Tools, third-party software, or infrastructure that the Organization does not own.

7.6. Unpaid work

The Organization's pre-existing data, credentials, and documents remain its property regardless of payment status.

To the extent permitted by law, we may withhold transfer of unpaid custom work product until the fees specifically relating to that work are paid.

7.7. Hosting after termination

If website hosting is provided through us, hosting ordinarily continues for 30 days after the effective termination date to allow a reasonable transfer period.

After that period, hosting may be discontinued unless otherwise agreed.

8. Ownership and accounts

8.1. Organization property

The Organization owns its:

• legal name;
• trademarks it already owns;
• domain;
• accounts;
• contact lists;
• donor information;
• financial data;
• Organization documents;
• Organization-supplied materials; and
• other pre-existing intellectual property.

8.2. Custom work product

After applicable fees are paid, the Organization owns the custom content created specifically for it under this Agreement to the extent we own and are legally able to transfer those rights.

This may include:

• original website copy;
• custom graphics;
• custom documents;
• custom marketing materials;
• custom presentations; and
• custom branding created specifically for the Organization.

8.3. Provider Tools

We retain ownership of our software, platform, systems, workflows, internal prompts, automation, methodologies, libraries, reusable frameworks, templates, know-how, and pre-existing materials (collectively, "Provider Tools").

If Provider Tools are embedded in a deliverable, the Organization receives a permanent, non-exclusive license to use those embedded elements as reasonably necessary to use the delivered work.

8.4. Third-party materials

Third-party software, photographs, fonts, stock assets, libraries, datasets, or other licensed materials remain subject to the applicable third-party license.

We transfer only the rights we are authorized to transfer.

8.5. Material created with artificial intelligence

Some material may be created or assisted by automated or artificial intelligence tools.

Where applicable, copyright protection, exclusivity, or ownership of particular AI-generated elements may be limited by law or by the terms governing the relevant tool.

We transfer to the Organization whatever rights we have in the final custom deliverable, subject to those limitations.

8.6. Organization accounts

Whenever reasonably practical, the Organization's domain, email, advertising, analytics, payment, donation, social media, and similar accounts will remain in the Organization's name.

Access granted to us is for service purposes and does not transfer ownership of the account.

9. Data and confidentiality

9.1. Use of Organization information

We use Organization information only as reasonably necessary to:

• provide the services;
• maintain the client relationship;
• protect our systems;
• comply with law; and
• administer this Agreement.

We do not sell the Organization's donor, sponsor, prospect, or client data.

9.2. Service providers

We may share information with service providers reasonably required to perform the services, such as:

• hosting providers;
• email providers;
• analytics providers;
• cloud storage providers;
• payment processors;
• automation providers;
• contractors; and
• other technical service providers.

We remain responsible for selecting and using those providers with reasonable care.

9.3. Organization's right to provide data

The Organization represents that it has the right to provide us with the information and access it gives us.

The Organization is responsible for identifying information subject to special contractual, regulatory, grant, health, education, financial, or other restrictions that require special handling.

9.4. Security

We will use reasonable administrative and technical safeguards appropriate to the nature of the information we maintain.

No internet-based system can be guaranteed to be completely secure.

9.5. Security incidents

If we become aware of unauthorized access to Organization information maintained by us that reasonably requires notice to the Organization, we will notify the Organization without unreasonable delay and provide reasonably available information concerning the incident.

9.6. Confidentiality

Each party will protect the other party's non-public confidential information and use it only for purposes related to this Agreement.

Confidential information does not include information that:

• is publicly available without breach of this Agreement;
• was lawfully known without confidentiality restriction;
• is independently developed without use of the other party's confidential information; or
• is lawfully obtained from another source.

A party may disclose confidential information where required by law, subpoena, court order, or government demand.

9.7. Data after termination

After termination and completion of the handover, we will ordinarily delete Organization data from active systems within 60 days unless:

• retention is required by law;
• the information is required for accounting or dispute records;
• the Organization requests otherwise; or
• the information remains temporarily in ordinary encrypted backups.

Backup copies may remain until overwritten through the ordinary backup cycle.

10. Communications

The Organization authorizes us to communicate with it and its designated representatives by email, telephone, text message, the Client Workspace, and other agreed communication channels for purposes related to the services.

Message and data rates may apply.

A recipient may stop nonessential text messages by replying STOP.

11. Responsibilities and risk allocation

Our services are provided for a fixed monthly fee. The parties agree that unlimited liability would be disproportionate to that fee. The limitations in Sections 11.5 and 11.6 allocate that risk while preserving any liability that applicable law does not permit the parties to limit (Section 11.7).

11.1. Standard of service

We will perform the services with reasonable care and skill.

Except for express promises in this Agreement, the services are provided without additional warranties to the maximum extent permitted by law.

11.2. Organization responsibility

The Organization is responsible for:

• the accuracy of information it supplies;
• its accounting records;
• its financial transactions;
• its mission activities;
• representations about its work;
• materials it approves;
• its fundraising activities;
• its final filings and certifications;
• decisions made by its board and officers; and
• complying with laws applicable to activities outside the scope of our services.

11.3. Compliance limitations

We are not responsible for a missed or incorrect compliance action to the extent it results from:

• inaccurate information supplied by the Organization;
• information withheld from us;
• an undisclosed activity or jurisdiction;
• failure to respond to a request;
• failure to approve or sign a filing;
• failure to pay a required fee;
• failure to submit a filing requiring Organization action;
• an unavailable government or third-party system; or
• a regulator, platform, or third party changing its requirements without reasonable notice.

11.4. Third parties

We are not responsible for decisions, processing times, outages, suspensions, rejections, or other actions of the IRS, state or local governments, Google, banks, payment processors, donation platforms, hosting providers, social networks, search engines, foundations, sponsors, donors, or other third parties.

11.5. No consequential damages

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, exemplary, punitive, or consequential damages arising from this Agreement.

This includes lost donations, lost grants, lost sponsorships, lost opportunities, or lost anticipated revenue.

11.6. Liability cap

To the maximum extent permitted by law, our total aggregate liability arising from or relating to this Agreement will not exceed the total service fees paid to us by the Organization during the 3 months immediately preceding the event giving rise to the claim.

If the claim arises during the first 3 months, the cap is the amount actually paid before the event giving rise to the claim.

11.7. Mandatory legal rights

Nothing in this Agreement excludes or limits liability to the extent that applicable law does not permit that liability to be excluded or limited.

11.8. Indemnification

By the Organization. The Organization will indemnify and defend 501c3.HELP against third-party claims arising from information or materials supplied by the Organization, the Organization's programs or fundraising activities, or the Organization's violation of law, except to the extent the claim results from our own breach of this Agreement, negligence, or willful misconduct.

By 501c3.HELP. We will indemnify and defend the Organization against third-party claims that custom content or materials created by us specifically for the Organization infringe that third party's copyright, trademark, or other intellectual property right, except to the extent the claim arises from:

• information or materials supplied by the Organization;
• the Organization's instructions requiring the use of particular material;
• modifications made by someone other than us;
• use of the material outside the purpose for which it was provided; or
• third-party materials used in accordance with their applicable license.

Our obligations under this paragraph are subject to the limitation of liability in Section 11.6, except to the extent applicable law does not permit that limitation. For purposes of Section 11.6, amounts we pay to defend or resolve a claim under this Section count toward our liability cap.

Procedure. A party seeking indemnification must promptly notify the other party of the claim and reasonably cooperate in the defense. The indemnifying party may control the defense and settlement, but may not enter into a settlement that admits fault by, imposes non-monetary obligations on, or requires payment by the indemnified party without that party's written consent.

11.9. Events beyond control

Neither party is responsible for delay caused by events beyond its reasonable control, including natural disasters, widespread internet outages, government shutdowns, third-party system failures, war, civil disturbance, labor disruption, or similar events.

This provision does not excuse payment obligations for services already provided.

12. Relationship of the parties

12.1. Independent contractor

We are an independent contractor.

Except for limited technical permissions necessary to perform approved services, we are not the Organization's employee, director, officer, general agent, fiduciary, partner, or joint venturer.

12.2. No authority to bind

We do not have authority to enter into agreements or incur obligations in the Organization's name unless the Organization separately grants express written authority for a specific act and that authority is legally permitted.

12.3. Other organizations

We may provide similar services to other organizations, including organizations operating in similar fields.

We will not disclose one client's confidential information to another client.

13. General terms

13.1. Authority

The person accepting this Agreement represents that:

• they are authorized to act for the Organization;
• any approval required by the Organization's governing documents or applicable law has been obtained; and
• they have authority to bind the Organization to this Agreement.

We may request evidence of that authority.

13.2. Electronic acceptance

Electronic acceptance of this Agreement has the same effect as a physical signature to the extent permitted by law.

Electronic records of acceptance may be retained as evidence of the Agreement.

13.3. Notices

Formal notices under this Agreement may be sent by email to the addresses maintained in the Client Workspace or billing account unless applicable law requires another method.

13.4. Changes to this Agreement

We may update this Agreement by giving at least 30 days' written notice.

A material change will not retroactively alter services already performed.

Where applicable law requires the Organization's express agreement to a change, the change will not take effect without that agreement.

If a material change substantially increases the Organization's obligations or materially reduces the services or rights provided under this Agreement, the Organization may cancel before the change takes effect without any additional termination charge, including during the Launch Period.

13.5. Governing law

Except where mandatory law of another jurisdiction controls a particular regulated activity, this Agreement is governed by the laws of the State of California.

13.6. Disputes

Before filing a lawsuit, the parties will attempt in good faith for at least 30 days to resolve the dispute informally.

Unless mandatory law requires otherwise, any court proceeding relating to this Agreement will be brought in a state or federal court having jurisdiction in Sacramento County, California.

13.7. Mandatory law

A mandatory provision of applicable law controls over an inconsistent provision of this Agreement.

13.8. Order of precedence

If documents conflict, the following order controls:

1. mandatory applicable law;
2. this Agreement;
3. the Strategy and Client Workspace working plan.

13.9. Assignment

Neither party may assign this Agreement without the other party's consent, except that we may assign it in connection with a merger, reorganization, acquisition, or sale of substantially all of our business or relevant assets.

13.10. No waiver

Failure to enforce a provision once does not waive the right to enforce it later.

13.11. Severability

If a provision is held invalid or unenforceable, it will be limited or removed only to the extent necessary, and the remainder of the Agreement will remain effective.

13.12. Entire agreement

This Agreement is the entire agreement between the parties concerning these services and replaces prior discussions or understandings about the same services.

13.13. Survival

Provisions concerning payment obligations, ownership, confidentiality, data, liability, dispute resolution, and provisions that by their nature should continue will survive termination.