EXCHKR Terms of Service

Introduction

Please read these Terms of Use ("Terms") carefully before using the public website, platform or other online services provided by EXCHKR, Inc. ("EXCHKR," "we," "our" and "us") (collectively, the "Services"). Using the Services indicates that you accept these Terms and any other terms, policies and guidelines of EXCHKR incorporated in these Terms by reference. Any capitalized terms not otherwise defined in these Terms have their respective meanings as set forth in such other terms, policies and guidelines. If you do not accept these Terms or such other terms, policies or guidelines, you may not use any of the Services.

BY ACCESSING AND USING ANY OF THE SERVICES, OR BY CLICKING TO AGREE TO THESE TERMS WHEN PROMPTED BY EXCHKR, YOU CONFIRM YOUR ACCEPTANCE OF THESE TERMS AND ANY RELATED POLICIES INCORPORATED HEREIN BY REFERENCE. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ITS AFFILIATES TO THESE TERMS, AND 'YOU' OR 'YOUR' REFER TO BOTH THE INDIVIDUAL USING THE SERVICES AND TO THAT ENTITY AND ITS AFFILIATES. ANY ACTIONS TAKEN UNDER THESE TERMS, INCLUDING THOSE RELATING TO ANY AND ALL USES OF THE SERVICES, MUST BE CONDUCTED BY AN INDIVIDUAL WHO IS AUTHORIZED TO ACT ON BEHALF OF THE ENTITY YOU REPRESENT. CONTINUED USE OF THE SERVICES CONSTITUTES A BINDING AGREEMENT TO THESE TERMS, INCLUDING ANY FUTURE MODIFICATIONS.

1. Changes to these Terms

EXCHKR reserves the right to revise any of these Terms, including the Platform Terms (defined below), in our sole discretion at any time. If you are a subscriber to the EXCHKR hosted platform ("Platform") and you provided your email address to EXCHKR, EXCHKR will notify you of any material changes to these Terms by email sent to the last email address you provided to EXCHKR and by prominently posting notice of the changes on the Platform, and those changes will be effective on the date the email is sent. In the event that the last email address that you provided to EXCHKR is not valid, or for any reason is not capable of delivering to you the notice described above, EXCHKR's dispatch of the email containing that notice will nonetheless constitute effective notice of the changes described in the notice.

If you are not a subscriber to the Platform, EXCHKR will notify you of any changes to these Terms by posting those changes at https://exchkr.com/terms/, and those changes will be effective as of the posting date. Accordingly, you should visit that page on the EXCHKR website periodically for changes.

If you disagree with any changes to these Terms, your sole remedy is to discontinue your use of the Services. Your continued use of any of the Services after a change has been posted constitutes your acceptance of the change.

2. Overview of These Terms

The main body of these Terms apply to all users of the Services. The additional terms set forth in the Platform Addendum attached to these Terms ("Platform Terms") additionally apply to subscribers to the Platform. Except where otherwise expressly noted, the defined term "Terms" includes both the main body of these Terms and the Platform Terms.

3. Prohibited Activities

In using the Services, you must not, and must not permit any member of your organization to:

Send, post, upload or otherwise transmit to or through the Services any data including but not limited to any media, any imagery, text or other content that is unlawful, infringing, harmful, harassing, defamatory, threatening, hateful, discriminatory, violent, fraudulent, vulgar, pornographic, or otherwise objectionable;

Upload or otherwise transmit to or through the Services any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful or unwanted programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

Misrepresent your identity or affiliation in any way;

Collect information about others, except through an authorized functionality on the Platform;

Advertise or solicit the sale of any product or service (unless you have a separate agreement to do so with EXCHKR) or distribute spam;

Interfere with the operation of or damage the Services;

Without the express written permission from an officer of EXCHKR, scrape, collect, copy, re-sell or sub-license any part of the Services;

Use the Services if you are under 13 years old, or on behalf of an individual who is under 13 years old;

Violate any applicable laws or regulations, including without limitation using the Services for money laundering, terrorist financing, tax evasion, human trafficking, or any other illegal financial activity; or

Assist or permit any persons in engaging in any of the activities described above.

You are prohibited from violating, or attempting to violate, the security of the Services, including without limitation conducting a denial-of-service attack or other attack. Any such violations may result in criminal and/or civil penalties against you. EXCHKR will investigate any alleged or suspected violations and, if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations.

4. User-Submitted Information

You are solely responsible for any material you or members of your organization transmit to or through the Services (or to us through email). You agree, represent and warrant that any information you and your members transmit to or through the Services (or to us through email) is truthful, accurate, not misleading and offered in good faith, and that you have the right to transmit that information. EXCHKR has the right, but not the obligation, to monitor all conduct on, and content submitted to, the Services. Certain information collected from you on the Services is subject to EXCHKR's Privacy Policy available at https://exchkr.com/privacy/. Except as expressly provided in EXCHKR's Privacy Policy and the Platform Terms, you give EXCHKR an unrestricted, irrevocable, perpetual, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute any material you and your members submit, without any payment or accounting to you or others. In addition, you waive, on behalf of yourself and your members, any so-called "moral rights" in that material. For any such material that you or your members submit, you represent and warrant that: (a) you have the right to submit the material to EXCHKR and grant the licenses set forth above; (b) EXCHKR will not need to obtain licenses from any third party or pay royalties to any third party; (c) the material does not infringe any third party's rights, including intellectual property rights and privacy rights; and (d) the material complies with these Terms and all applicable laws.

5. Feedback

Except as otherwise expressly provided in the Platform Terms, EXCHKR does not accept or consider unsolicited suggestions, feedback, recommendations, ideas, concepts or know-how, including ideas or requests for new features, enhancements, products, services or technologies, or modifications to EXCHKR's existing products or services (collectively "Feedback"). However, if you or your organization members do provide any Feedback to EXCHKR, you give EXCHKR an unrestricted, irrevocable, perpetual, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute that Feedback, without any payment or accounting to you or others. In addition, you waive any so-called "moral rights" in any Feedback. EXCHKR will treat any Feedback that you provide to EXCHKR as non-confidential and non-proprietary.

6. Ownership and Use of the Services

The materials made available on or through the Services are protected by copyright and other intellectual property rights. Except as set forth below, the use on any website or other environment of any material available on or through the Services is strictly prohibited. As between you, your members and EXCHKR, EXCHKR and its licensors own all right, title and interest (including all associated intellectual property rights, in each case whether registered or unregistered, and related goodwill) in and to the Services. EXCHKR and its licensors reserve all rights in and to the Services not expressly granted to you in these Terms.

Notwithstanding the foregoing, subject to these Terms, we hereby authorize (and encourage) you to do any of the following on a revocable, non-exclusive, non-sublicensable, non-transferable basis:

Use the functionality of EXCHKR's public website ("Public Site") and view any content available on the Public Site through the functionality included in the Public Site; and

Link to any page of the Public Site, including on any of your websites or blogs or through any of your social networking outlets.

The foregoing authorization does not apply to use of the Platform, which is governed by the Platform Terms. Except as authorized by these Terms, no portion of the Services may be copied, reproduced, republished, modified, used to create derivative works from, decompiled, reverse engineered, disassembled, uploaded, posted, transmitted, exploited, assigned, transferred, sold, resold, licensed, sublicensed, rented, leased or distributed in any way without the prior written permission of EXCHKR (other than as needed for your computer or device to interface with the Services). Without limiting the generality of the previous sentence, you agree not to distribute in any medium any part of the Services without EXCHKR's prior written authorization, unless EXCHKR makes available the means for that distribution through functionality offered through normal use by the Services. You also agree not to access the Services through any technology or means other than through explicitly authorized means EXCHKR may designate. You agree not to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any portion of the Services or enforce limitations on use of the Services or the content therein. Any unauthorized use or modification of any of the materials available on the Services is a violation of the copyrights and other proprietary rights of EXCHKR and its licensors. Written permission for any such unauthorized use or modification must be obtained from EXCHKR in advance; those requests should be submitted via an email to team@exchkr.com. EXCHKR reserves the right to suspend or discontinue any aspect of the Services at any time. You are responsible for any violation of these Terms caused by any members of your organization.

7. Trademarks

All trademarks, service marks, logos and trade names on the Services, whether registered or unregistered, including but not limited to "EXCHKR" and the EXCHKR logo, are proprietary to EXCHKR or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names (other than as needed for your computer or device to interface with the Services) without the prior written consent of the appropriate owner thereof.

8. Links to Other Websites

For your convenience, the Services may contain links to other websites. If you use these links, you will leave the Services. Certain of these linked websites may make use of EXCHKR's intellectual property rights (such as copyrights, trademarks, service marks, logos and trade names) under license from EXCHKR. EXCHKR is not responsible for the availability or content of these other websites or for any viruses or other damaging elements encountered in linking to a third-party website, whether or not EXCHKR is affiliated with the owners of those websites. In addition, providing links to these websites should not be interpreted as endorsement or approval by EXCHKR of the organizations sponsoring the third-party websites or their products or services. Except for any EXCHKR property or content embedded in any third-party website, these Terms do not apply to any third-party website.

9. Jurisdictional Issues

EXCHKR controls and operates the Services is by from its offices within the State of New York, in the United States of America. EXCHKR makes no representation that materials available on the Services are appropriate or available for use in other locations. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent those laws are applicable. Access to the Services from jurisdictions where the contents of the Services are illegal or penalized is prohibited. Software that may be provided in connection with the Services is further subject to United States export controls and sanctions. No information or software from the Services may be downloaded or otherwise re-exported or supplied (i) into or to anyone located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a country or region that is subject to a comprehensive U.S. government embargo (currently, the Crimea, Donetsk, Kherson, Zaporizhzhia and Luhansk regions of Ukraine, Cuba, Iran, North Korea and Syria, each a "Sanctioned Country"); or (ii) to an entity listed, or any entity fifty percent (50%) or more owned (either individually or in the aggregate, directly or indirectly) by that entity, on a U.S. Government restricted party list (including the List of Specially Designated Nationals and Blocked Persons, Foreign Sanctions Evaders, and Sectoral Sanctions Identification List, which are maintained by the Office of Foreign Assets Control of the U.S. Treasury Department, and the Entity List, Denied Persons List, and Unverified List, which are maintained by the Bureau of Industry and Security for the U.S. Commerce Department) or any equivalent list administered by the United Nations, the United Kingdom and/or the European Union (each a "Restricted Party List"). By using information or software from the Services, you represent and warrant that you are not located in, domiciled in, a resident of, controlled by the government of, or organized under the laws of a Sanctioned Country or are not on or owned, in whole or part, by any person or persons on any Restricted Party List.

You represent and warrant that neither you, nor your beneficial owners, nor your affiliated companies, nor any of your personnel or organization members are: (a) resident, located, or organized in a country or territory that is a Sanctioned Country; (b) included on, or affiliated with any person on a Restricted Party List; and/or (c) a person with whom business transactions, including exports and re-exports, are restricted by a U.S. Government entity, including, in each clause above, any updates or revisions to the foregoing and any newly published rules. You must abide by these Terms in compliance with all applicable laws, including the U.S. Export Administration Regulations and end-user, end-use and destination restrictions issued by the U.S. and other governments, and you will not engage in any activity that would cause EXCHKR to violate any related applicable law.

10. Suspension and Termination

EXCHKR may suspend or terminate your use of the Services at any time in our sole discretion. Upon any such termination, you must destroy any material (including any access credentials) obtained from the Services and all copies of that material and cease all further use of the Services. The provisions of these Terms concerning Site security, prohibited activities, ownership, third-party copyrights, trademarks, user submissions, disclaimers, limitation of liability, indemnity, privacy, and jurisdictional issues will survive any termination.

11. Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EXCHKR DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND THIRD-PARTY LICENSORS, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. EXCHKR DOES NOT WARRANT THAT THE FUNCTIONS ON THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCHKR DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, RESULTS TO BE ACHIEVED, OR OTHERWISE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OR ALL OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU.

12. Limitation of Liability

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW: (A) UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL EXCHKR OR ITS AFFILIATED COMPANIES OR LICENSORS BE LIABLE FOR: (I) ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES, EVEN IF EXCHKR OR A EXCHKR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; OR (II) LOSS OF PROFITS, REVENUES, BUSINESS OR DATA, OR FOR THE COST OF REPLACEMENT SERVICES, WHETHER DAMAGES FOR THE FOREGOING ARE CHARACTERIZED AS DIRECT OR INDIRECT IN NATURE; AND (B) THE AGGREGATE LIABILITY OF EXCHKR, ITS AFFILIATED COMPANIES AND THIRD-PARTY LICENSORS TO YOU WILL NOT EXCEED $100. EXCHKR IS NOT LIABLE FOR ANY DISPUTES BETWEEN YOUR ORGANIZATION AND YOUR MEMBERS REGARDING DUES, PAYMENTS, OR MEMBERSHIP STATUS. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. APPLICABLE LAW MAY NOT ALLOW SOME OR ALL OF THESE EXCLUSIONS OF LIABILITY AND/OR LIMITATIONS OF LIABILITY, SO THEY MAY NOT APPLY TO YOU.

13. Indemnification

You will indemnify, defend, and hold harmless EXCHKR, its affiliate companies, and their respective directors, officers, employees, licensors, sub-contractors, representatives and agents ("Indemnified Parties"), from and against any all third-party claims, suits, actions, or proceedings ("Claims"), including but not limited to all damages, losses, liabilities, judgments, penalties, fines, costs and expenses (including attorneys' fees) arising from any Claims ("Losses"), based on, or arising out of: (a) your activities on or use of the Services; (b) any violation, or apparent violation, of any of your representations, warranties or obligation set forth in these Terms; (c) violation of any applicable law or regulation by you, your personnel or your organization members; (d) any allegation that any material you submitted to EXCHKR violates any law or infringes any third party right, including any intellectual property or privacy right; (e) any dispute between your organization and its members regarding dues, fees, refunds, or membership status; or (f) the fraud, gross negligence or willful misconduct of you, your personnel or your organization members, or any fraudulent, unauthorized, or otherwise improper transaction that you, your personnel or your organization members submit through any of the Services. You must not settle any Claim unless the settlement completely and forever releases EXCHKR from all liability with respect to the Claim or unless EXCHKR consents to the settlement in writing.

14. Privacy; Security; Children

EXCHKR's Privacy Policy available at https://exchkr.com/privacy/ applies to use of the Services, and its terms are made a part of these Terms by this reference. By using the Services, you consent to EXCHKR's collection, use and disclosure of your information as described in the Privacy Policy. In addition, you acknowledge and agree that Internet transmissions are never completely private or secure. The Services are intended for a general audience. The Services are not intended for use by children under the age of 13, and EXCHKR does not seek through the Services to gather personal information from or about children under the age of 13.

15. Policy Regarding Third-Party Copyrights

EXCHKR respects the intellectual property of others, and we ask our users to do the same. EXCHKR will promptly remove materials from the Services in accordance with the Digital Millennium Copyright Act ("DMCA") if properly notified that the materials infringe a third party's copyright.

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide EXCHKR's copyright agent with the following information: (a) a description of the copyrighted work or other intellectual property that you claim has been infringed; (b) a description of where the material that you claim is infringing is located on the Services; (c) your address, telephone number, and email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on behalf of the copyright or intellectual property owner; and (f) your electronic or physical signature. You may submit this information to EXCHKR's designated copyright agent by email at team@exchkr.com, Attn: Copyright Manager or by mail to: EXCHKR, Inc., 16 Highland Way, Scarsdale, NY 10583, USA, Attn: Copyright Manager. You can also contact EXCHKR's designated copyright agent by phone at 773-668-9170. EXCHKR may disclose any communications concerning DMCA notices or other intellectual property complaints with third parties, including the users who have posted the allegedly infringing material.

If you believe that your material is not infringing or has otherwise been removed by mistake, please provide EXCHKR with a written counter-notification containing the following information: (i) your name, address, and telephone number; (ii) a description of the material that was removed and the location on the Services where it previously appeared; (iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (iv) a statement that you consent to the jurisdiction of the United States District Court for the Southern District of New York, and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person; and (v) your electronic or physical signature. You may submit this information by the methods described in the prior paragraph. Please note that we will send any complete counter-notifications we receive to the person who submitted the original DMCA notice. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the removed materials. Until that time, your materials will remain removed. We will provide a copy of the original DMCA takedown notice upon request.

Please note that if you fail to comply promptly with the foregoing requirements or any request from EXCHKR for additional information, your DMCA notice, or counter-notification may not be processed further.

16. Miscellaneous

Notices. All notices, requests, demands, consents, and other communications required or permitted under these Terms of a legal nature ("Legal Notices") must be in writing and delivered by one of the following methods: (a) by personal delivery; (b) by registered or certified mail, return receipt requested, postage prepaid; (c) by nationally recognized overnight courier, with all fees prepaid; or (d) by email, with confirmation of receipt. Legal Notices to EXCHKR should be sent to EXCHKR, Inc., 16 Highland Way, Scarsdale, NY 10583, USA; Email: team@exchkr.com, or to another address as EXCHKR may specify in writing according to this Notice provision. Legal Notices delivered personally will be deemed communicated as of the actual receipt; mailed notices will be deemed communicated as of three (3) business days after mailing; notices sent by overnight courier will be deemed communicated as of one (1) business day after the date of delivery to the courier service; and notices by email will be effective on the date the email is sent, provided that the sender does not receive a notification indicating that the email was undeliverable. If you are a subscriber to the Platform, EXCHKR will also have the right to send you non-legal notices via service notices within the Platform, and those notices will be effective when sent.

General. These Terms are governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. Any claims or litigation arising under these Terms will be brought by solely in state and federal courts located in Syracuse, New York, and the parties specifically consent to Syracuse, New York, as the exclusive venue for any such proceeding. In any such action, you and EXCHKR irrevocably waive any right to a trial by jury. The United Nations Convention of Contracts for International Sale of Goods, Uniform Commercial Code, and the Uniform Computer Information Transaction Act will not apply. If any provision of these Terms is unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. These Terms, including the Platform Terms and any policies and guidelines incorporated in these Terms by reference, constitute the entire agreement between the parties relating to the subject matter in these Terms. EXCHKR is free to assign these Terms. You are not permitted to assign these Terms without the prior written consent of EXCHKR, which consent EXCHKR may withhold in its sole discretion. Any attempt by you to assign other than in accordance with this provision will be null and void. No amendment of any provision of these Terms will be effective unless made in accordance with Section 1 of these Terms or set forth in a writing signed by a representative of EXCHKR and you, and then only to the extent specifically set forth in the writing. The failure of EXCHKR to enforce any right resulting from your breach of any provision of these Terms will not be deemed a waiver of any right relating to a subsequent breach of that provision or of any other right under these Terms. No waiver of any provision hereof will be effective unless it is in writing and signed by EXCHKR. EXCHKR will not be liable to you for any default or delay in the performance of any of its obligations under these Terms if the default or delay is caused, directly or indirectly, by any cause beyond EXCHKR's reasonable control. EXCHKR will have the right to include the name and logo of your organization in customer lists and other public statements unless you notify us in writing that you do not want EXCHKR to use your name and logo publicly. The headings contained in these Terms are for convenience of reference only and are not intended to have any substantive significance in interpreting these Terms.

17. How to Contact Us

If you have any questions regarding the Services or these Terms, you may contact us at team@exchkr.com.

Additional Terms Applicable to Use of the EXCHKR Platform

The following additional terms and conditions apply solely to subscribers to the Platform. In the event of any conflict between these Platform Terms and the terms and conditions set forth in the main Terms, these Platform Terms will control with respect to any subscription use of the Platform.

1. Platform; Maintenance and Support

1.1 The Platform is a financial and membership infrastructure for associations of every kind that enables dues collection, budget management, member rosters, officer permissions and other association administrative activities. EXCHKR will host and provide to you the Platform and any related services, such as technical support ("Platform Services") in accordance with these Platform Terms and each online subscription you order from EXCHKR ("Order"). You agree to cooperate reasonably with EXCHKR's efforts to provide the Platform and Platform Services, and EXCHKR will not be responsible for any delays in providing the Platform or Platform Services to the extent caused by your failure to cooperate or to provide any assistance specified in the applicable Order. EXCHKR has no restriction with respect to the location(s) in which its personnel perform the Platform Services and reserves the right to withdraw or modify the Platform or Platform Services in its sole discretion without notice.

1.2 EXCHKR will use commercially reasonable efforts to keep the Platform operational throughout your subscription term, exclusive of downtime necessary for scheduled and emergency maintenance. EXCHKR will provide reasonable support to you during EXCHKR's normal business hours for technical support issues relating to the Platform.

2. Your Account and Authorized Users; Organization Responsibilities

2.1 EXCHKR will establish in the Platform any necessary accounts for your employees and members that require an account to access and use the Platform ("Authorized Users"), and you will have the ability to provision accounts for your Authorized Users. For the avoidance of doubt, login credentials will be associated with named Authorized Users, and you will not allow your Authorized Users to use the Platform in connection with providing services to any third party. Authorized Users will have the ability to use the Platform to upload Content (defined below); review, export and distribute Generated Content (defined below); manage your account; and otherwise use the functionalities described in the user documentation for the Platform that EXCHKR makes available to you. You agree to keep your account credentials for the Platform confidential and not to share them with any third party other than Authorized Users. You are fully responsible for all activities that occur under your account and for maintaining up-to-date and accurate information (including without limitation valid contact and payment information) with respect to your account. You will be responsible for maintaining the security of your account, passwords (including but not limited to administrative and Authorized User passwords) and files. You agree to notify EXCHKR immediately at team@exchkr.com of any unauthorized access, suspected breach, or compromise of your account. You are responsible for the actions of Authorized Users and anyone accessing the Platform using the credentials of any Authorized User. "Content" means any non-public content or information that you or Authorized Users upload into the Platform or that you authorize to be made available to the Platform on your behalf; provided, however, that Content will not include any Generated Content. "Generated Content" means any content or data generated by the Platform through the analysis of Content, including without limitation content that the Platform generates and provides to you.

2.2 When your organization uses the Platform to collect dues and manage billing, you are responsible for: (a) accurately setting dues amounts and payment schedules; (b) communicating billing policies to your organization members; (c) handling member disputes regarding dues and payments; (d) complying with all applicable laws and regulations related to financial transactions, nonprofit governance, and student organization rules; (e) maintaining accurate records of your membership and financial transactions; and (f) ensuring that all persons collecting funds on behalf of the organization are authorized to do so and that collected funds are used for legitimate organizational purposes.

2.3 When the treasurer (or other similar designated Authorized User) for your organization changes, the Platform permits you to automatically transfer all financial data and permissions to the new treasurer (or other similar designated Authorized User). For avoidance of doubt, no such Authorized User owns that data, and the outgoing Authorized User will lose access to that data upon the role change.

3. Licenses and Proprietary Rights

3.1 Subject to the terms and conditions of these Platform Terms, EXCHKR hereby grants to you a non-exclusive, non-sublicensable (except as expressly permitted under these Platform Terms), non-transferable (except as expressly permitted under the Terms) revocable license, during the subscription period of each Order, to access and use the Platform, Generated Content, user documentation and training materials (if provided by EXCHKR) solely for your internal use as further described in Section 2.1 of these Platform Terms. You may permit the number of Authorized Users authorized under your Order and/or the user documentation for the Platform to exercise the rights set forth in the preceding sentence, provided that you will ensure that all Authorized Users comply with the Terms, including these Platform Terms, and you will be liable for any breach of the Terms caused by any Authorized Users.

3.2 In addition to the restrictions on the use of the Services set forth in the main body of the Terms, except as expressly authorized under these Platform Terms, you will not, and will not allow any Authorized User or other third party to: (a) make the EXCHKR Property (defined below) available to, or use the EXCHKR Property for the benefit of, anyone other than your organization; (b) copy the EXCHKR Property or any part, feature, function or user interface thereof; (c) access or use the EXCHKR Property to perform a competitive analysis or to build a competitive product or service; (d) use the EXCHKR Property in connection with any high risk or strict liability activity (including, without limitation, space travel, firefighting, police operations, power plant operation, military operations, rescue operations, hospital and medical operations or the like); (e) permit direct or indirect access to or use of the EXCHKR Property in a way that circumvents any contractual usage limit; (f) use web scraping, web harvesting, or web data extraction methods to extract data from EXCHKR's software, models or systems; (g) use the EXCHKR Property for any purpose other than your own internal business use or other than in accordance with the Terms and the Order and in compliance with all applicable laws and regulations (including but not limited to any privacy laws, and laws and regulations concerning export, intellectual property, consumer and child protection, obscenity or defamation); (h) upload to the EXCHKR Property, or use the EXCHKR Property in connection with, any malicious code; or (i) remove, alter or obscure any of EXCHKR's (or its licensors') disclaimers, copyright notices, proprietary legends, trademark or service mark attributions, patent markings or other indicia of EXCHKR's (or its licensors') ownership or contribution from the EXCHKR Property. "EXCHKR Property" means: (i) the Platform and Platform Services; (ii) any user documentation and training materials provided by EXCHKR to you in connection with the Platform; (iii) any Confidential Information of EXCHKR; (iv) Generated Content; (v) Aggregate Data (defined below); and (vi) any improvements, enhancements, modifications and/or derivative works of any of the foregoing. "Aggregate Data" means all aggregate and statistical information or analyses collected by EXCHKR relating to your use of the Platform and Platform Services.

3.3 Subject to the terms and conditions of these Platform Terms, you hereby grant EXCHKR a non-exclusive, royalty-free, non-transferable (except as expressly permitted under the Terms), non-sublicensable (except as expressly permitted below in this section), worldwide license to Process (defined below) any Content: (a) during the applicable subscription period, to provide the Platform and Platform Services to you; and (b) on an irrevocable, perpetual basis, for developing, improving, enhancing and providing products and services, and testing, diagnostics and troubleshooting, provided that any such use will be internal, and EXCHKR will not disclose Content to any third party other than its personnel and service providers. EXCHKR will have the right to permit its subcontractors to exercise the foregoing rights granted above. "Process" means to use, reproduce, modify, adapt, publish, distribute, translate, publicly display and perform, prepare derivative works of, incorporate into other works, disclose, and otherwise use, in whole or in part, and to incorporate into other works in any format or medium now known or later developed.

3.4 Except for the limited license granted in these Platform Terms, as between the Parties, all right, title, and interest in and to any EXCHKR Property, including without limitation any associated intellectual property rights, are and will remain the exclusive property of EXCHKR and its licensors, and EXCHKR reserves all rights in and to all the EXCHKR Property.

3.5 Except for the limited license granted in these Platform Terms, as between the Parties, all right, title, and interest in and to any Content and your Confidential Information, including without limitation any associated intellectual property rights, are and will remain the exclusive property of you and your licensors. You are responsible for all Content, including for the accuracy, legality and integrity of that content, and you must obtain in advance all consents, approvals, licenses, and permissions necessary to collect and upload your Content to the Platform. YOU MUST NOT CAUSE TO BE UPLOADED TO THE PLATFORM ANY CONTENT THAT IS INACCURATE OR FOR WHICH YOU DO NOT HAVE ALL NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS. You must not submit to the Platform, or permit any member of your organization to submit to the Platform, any "protected health information" as defined in 45 CFR §160.103 or any other sensitive personal information as defined under applicable data privacy laws.

4. Payment Processing; Taxes; Fraud Prevention

4.1 EXCHKR uses third-party payment processors and other third-party financial services providers to facilitate payment transactions and other financial services through the Platform. By using the Platform, you agree to: (a) the applicable financial services providers' terms of service, privacy policy, and acceptable-use policies, including the specific obligations to financial services providers set forth below; (b) provide accurate payment information for processing dues and fees; (c) process all dues and fees owed to your organization through the Platform, and to authorize charges to your designated payment method for those dues and fees; and (d) not initiate chargebacks, reversals, or disputes for transactions you authorized; such conduct may be treated as fraud and reported to card networks. EXCHKR is not responsible for errors or issues arising from payment processing by our third-party payment processors. Refunds and disputes are subject to your organization's policies and the applicable payment processor's terms.

4.1.1 Payment processing services for treasurers and members of your organization on the Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to these Platform Terms or processing payments through Stripe on the Platform, you agree to be bound by the Stripe Services Agreement, as the same might be modified by Stripe from time to time. As a condition of EXCHKR enabling payment processing services through Stripe, you agree to provide EXCHKR accurate and complete information about you and your organization, and you authorize EXCHKR to share it and transaction information related to your use of the payment processing services provided by Stripe. Stripe works with designated acquiring banks and related payment-processing institutions that enable Stripe to process payment card transactions on behalf of merchants, and you acknowledge and agree to the Acquirer Disclosure & Acquirer Terms. When you provide personal data in connection with processing payments through Stripe on the Platform, Stripe receives that personal data and processes it in accordance with Stripe's Privacy Policy.

4.1.2 The Platform uses Plaid, a service provided by Plaid Inc. and its subsidiaries, to allow your organization to link to your bank account to view its transactions and balances when using the Platform. By agreeing to these Platform Terms or linking to your bank account information through Plaid on the Platform, you agree to be bound by Plaid's applicable End User Services Agreement, as the same might be modified by Plaid from time to time. When you connect your bank account, Plaid collects, uses and shares your financial data in accordance with Plaid's End User Privacy Policy. Notwithstanding anything to the contrary in these Platform Terms, with respect to any Content consisting of your bank and financial data that you obtain on the Platform through Plaid, EXCHKR will not store, use or distribute that information for any purpose, except as provided in Section 4.1.3.

4.1.3 EXCHKR may internally retain and use portions of your bank and financial data that the Platform receives from third-party financial services providers ("Account Data") in aggregated and anonymized form for the sole purpose of developing, improving, enhancing and providing the Platform and other products and services of EXCHKR. EXCHKR will ensure that any such aggregated and anonymized Account Data cannot be used to identify you, your members, any Authorized User or any other individual, and EXCHKR will not distribute any such Account Data to any third party other than its subcontractors and service providers for the sole purpose of assisting EXCHKR in developing, improving, enhancing and providing the Platform and other products and services of EXCHKR.

4.2 You acknowledge and agree that EXCHKR applies a service fee to dues payments that members of your organization pay through the Platform. EXCHKR retains the service fee and passes the dues payment to you. Your members see a single bundled service fee at checkout covering platform access and payment processing costs, displayed as one line item before payment is confirmed.

4.3 EXCHKR and its authorized third-party payment processors act solely as payment facilitators and technology providers. None of them calculate, collect, withhold, or remit any tax on transactions processed through the Platform, including but not limited to any sales or use tax, goods and services tax (GST), value added tax (VAT), or any similar transaction, excise, or consumption tax imposed by any governmental tax authority ("Taxes"). Your organization and its members are solely responsible for, without limitation: (a) determining whether any dues, event fees, merchandise sales, reimbursements, or other amounts collected through the Platform are taxable in any jurisdiction; (b) registering with tax authorities where required; (c) calculating, collecting, reporting, and remitting any applicable Taxes; (d) issuing invoices, receipts, or tax documentation required by applicable law; and (e) complying with income tax, nonprofit reporting (including IRS Form 990 where applicable), and any obligations relating to 1099-K or similar payment-processor reporting. EXCHKR may provide transaction-level reporting for your convenience but does not provide tax advice. You should consult a qualified tax professional. You agree to indemnify, defend and hold EXCHKR, its payment processors, and its and their respective affiliates, officers, directors, members, employees, subcontractors and agents harmless from and against any Taxes, and any Taxes-related Claims and Losses arising from your transactions on the Platform.

4.4 EXCHKR takes payment fraud, account abuse, and misuse of the Platform seriously. To protect users, organizations, and our payment partners, EXCHKR reserves the right, at its sole discretion and without prior notice, to: (a) investigate any transaction, account, or activity we reasonably suspect of violating the Terms, applicable law, or the policies of our payment processors; (b) delay, hold, block, or reverse any transaction; freeze payouts; require additional verification; or refund a payment back to its source; (c) suspend, restrict, or terminate any account or organization, including withholding access to funds pending investigation; (d) request and receive documentation, including identity/know-your-customer verification (KYC), proof of address, invoices, member rosters, governing documents, or evidence of authority to collect funds; (e) share information about suspected fraud, abuse, or unlawful activity with our third-party payment processors, card networks (which may result in listing on the MATCH or similar databases), banks, regulators, and law-enforcement authorities; and (f) cooperate with subpoenas, court orders, and lawful government requests, and to preserve evidence relevant to an investigation. You agree to cooperate in good faith with any investigation and to respond promptly to requests for information. Knowingly providing false information in response to an investigation is a material breach of the Terms. EXCHKR reserves the right to refer unpaid dues or fees to a third-party collections service. EXCHKR will notify you and any applicable members of your organization before any such referral.

5. Confidentiality; Security Vulnerability Disclosure

5.1 Any nonpublic information regarding the Platform and Platform Services is the "Confidential Information" of EXCHKR, and any Content is your "Confidential Information". The party receiving Confidential Information agrees: (a) to hold and maintain in strict confidence the Confidential Information and not to disclose it to any third party other than its employees and subcontractors who have a need to know and have executed confidentiality agreements with the receiving party no less protective of the Confidential Information than this Section; (b) to protect the Confidential Information from disclosure with the same degree of care it uses to protect its own proprietary information similar in nature, but in no event less than a reasonable degree of care; (c) not to use any Confidential Information for any purpose other than performing its obligation or exercising its rights under the Terms; and (d) to return or destroy Confidential Information promptly upon the disclosing party's written request. For clarity, nothing in this Section 5.1 will restrict or limit EXCHKR's rights to retain or use Content as provided in Sections 3.3 and 4.1.3 of these Platform Terms. The receiving party may disclose Confidential Information in response to a valid order of a court or other governmental body, or as required under applicable law. Confidential Information does not include information that the receiving party can document: (i) has entered the public domain through a source other than the receiving party and through no fault of the receiving party; (ii) was rightfully known to the receiving party without a confidentiality obligation prior to the commencement of the subscription to the Platform; (iii) is disclosed to the receiving party by a third party that has no confidentiality obligation; (iv) is developed by the receiving party independently of and without reference to any Confidential Information.

5.2 If you believe you have discovered a security vulnerability in the Platform, please report it to team@exchkr.com. Unless otherwise required by law. You may not publicly disclose the vulnerability until EXCHKR has had a reasonable opportunity to address it, and you may not conduct security testing that could degrade the Platform. You may not access, modify, or exfiltrate data belonging to other users. EXCHKR will not pursue legal action against good-faith security researchers who follow this policy.

6. Term and Termination

6.1 These Platform Terms become a legally binding contract and are effective as of the earliest date you do any of the following (the "Effective Date"): create an account on the Platform; accept these Platform Terms online; or begin using any portion of the Platform or Platform Services. Unless earlier terminated in accordance with these Platform Terms, the term of these Platform Terms will continue in full force and effect until either party terminates them ("Term").

6.2 EXCHKR has the right to terminate these Platform Terms, and terminate or suspend your account and your access to the Platform, at any time, without prior notice or liability, at our sole discretion, for any reason, including but not limited to a breach of the Terms, suspected fraud, or a request from a payment processor, regulator, or law-enforcement authority. You have the right to terminate these Platform Terms and your access to the Platform at any time by giving written notice to EXCHKR.

6.3 Upon the expiration or termination of these Platform Terms for any reason: (a) you will immediately cease all access to and use of the Platform, except that you will have the right to export Content and Generated Content then stored in your account for thirty (30) days after expiration or termination in a format supported by the Platform; (b) all licenses granted to you under these Platform Terms will immediately terminate and EXCHKR will immediately cease providing the Platform and Platform Services to you; provided, however, that EXCHKR will first complete any pending financial transactions that have been initiated through the Platform; and (c) any provisions of the Terms that by their nature should survive termination (including taxes, proprietary rights, trademark restrictions, effects of termination, Services use restrictions, perpetual licenses, indemnification, limitation of liability, confidentiality, and disclaimer of warranties) will survive.