Effective Date: 22 Oсtober, 2025

These Terms of Service (“Terms”) govern your access to and use of the services provided by Accumulator Fundraising LLC dba Fundraisly (“Service Provider”, “we”, “us”, or “our”). By creating an account, submitting payment, or otherwise using our services, you (“Client”, “you”, or “your”) agree to be bound by these Terms and any applicable Service Plan selected during onboarding.

These Terms supersede any previous agreements unless expressly stated otherwise in a separate signed writing.

1. Services & Service Plans

   1. We offer services under specific Service Plans, which include details on pricing, scope, duration, and Deliverables. The selected Service Plan governs the specific commercial terms applicable to your account and forms part of these Terms.

   2. By selecting a Service Plan and accepting these Terms, you agree to the applicable fees, scope of services, and other Plan-specific conditions.

2. Payment Terms

   1. Payment is due within five (5) business days of receipt of (i) an invoice or (ii) a payment link via an approved payment platform.

   2. All payments are non-refundable unless expressly stated otherwise.

   3. Client shall pay in advance any fixed or recurring fees as outlined in the selected Service Plan.

   4. Service Provider may invoice for reasonable, pre-approved out-of-pocket expenses.

3. Late Payments:

   If payment is not received on time, we may, in our sole discretion:

   1. suspend performance,

   2. withhold Deliverables,

   3. terminate the applicable Service Plan or your access, and

   4. charge interest at 15% per annum or the maximum legal rate, whichever is lower, accruing daily on a 365-day basis. Any such late fee is a contractual remedy and not a penalty.

4. Taxes

All fees are exclusive of applicable taxes, except for our income and personal property tax. You’re responsible for paying any other taxes related to your use of the Services.

5. Term & Termination

   1. These Terms remain in effect:

      1. from the date of your acceptance and activation of a Service Plan,

      2. through the duration of your active Plan,

      3. and for as long as any obligations survive termination.

   2. Either party may terminate:

      1. for convenience with 30 days’ prior notice (subject to any minimum term in the Service Plan);

      2. for material breach, if uncured after 30 days’ written notice;

      3. immediately if the other party becomes insolvent or ceases operations.

   3. Upon termination, any unpaid amounts remain due, and access to infrastructure and Deliverables may be revoked.

6. Confidentiality

   1. Each party agrees to use the other’s Confidential Information solely to perform or receive the Services and to protect it with reasonable care.

   2. “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by one party to the other, whether in written, oral, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall not include information that (a) is or becomes publicly available through no breach of this Agreement, (b) was lawfully known to the receiving party prior to disclosure, (c) is lawfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party’s Confidential Information.

   3. Disclosure is permitted:

      1. to affiliates, and own or affiliates’ employees, officers, contractors, or advisors with a need to know and bound by confidentiality terms no less protective than these; or

      2. as required by law, with notice and cooperation (where legally allowed).

   4. The disclosing party is liable for breaches by those to whom it disclosed the Confidential Information, as if the breach were its own.

   5. Nothing in this Agreement restricts the Service Provider’s right to use general ideas, concepts, know-how, skills, or techniques retained in the unaided memory of its personnel who had access to the Deliverables, provided such use does not disclose the disclosing party’s Confidential Information.

7. Intellectual Property

   1. We retain all rights in any intellectual property (“IP”) developed or used while delivering Services. Once you’ve paid for the relevant Deliverables, you receive a limited, non-exclusive license to use the IP internally for your business purposes. You may not sublicense, republish, or distribute our IP. 

   2. We may reuse non-confidential learnings gained during this engagement in future work.

8. Publicity

We may use your name, logo, and a general description of the engagement in our marketing materials and website only with your prior written approval, which may be provided electronically and shall not be unreasonably withheld, conditioned, or delayed.

9. No Warranties

   1. Services are provided “as is” without warranties of any kind. To the fullest extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

   2. We do not guarantee any specific results, such as investment outcomes, conversions, or marketing success.

10. Limitation of Liability

    1. We are not liable for indirect, special, exemplary, incidental, or consequential damages, including loss of profits, regardless of legal theory. 

    2. Our total liability to you shall not exceed the amount you paid us in the 12 months preceding the claim.

11. Non-Solicitation

For two (2) years after termination of these Terms, you and your affiliates agree not to solicit, hire, or engage any of our employees, contractors, or advisors who were materially involved in delivering the Services (“Core Team”) without our prior written consent.

12. Non-Disparagement

Each party agrees not to make any public or private statements that could reasonably harm the other’s business reputation or relationships.

13. No Reliance

You confirm you’re not relying on any oral promises, marketing, or materials outside of these Terms and the selected Service Plan.

14. Notices

    1. All legal notices required under these Terms must be sent by email:

       1. to the Client at the email address provided during registration (or as subsequently updated in writing), and

       2. to Service Provider at legal@fundraisly.com, with a copy to any designated account or project contact (if applicable).

    2. Notices will be deemed delivered when the email is successfully sent, provided there is no delivery failure notice.

    3. Operational communications may continue through standard business channels, but any legal communications (including relating to termination, breach, or claims) must comply with this Section.

15. Governing Law

These Terms are governed by the laws of Delaware, without regard to its conflict-of-laws principles. You agree to the exclusive jurisdiction of the courts of Delaware.

16. Modification of Terms

    1. We may update these Terms from time to time to reflect changes in our services, policies, or legal requirements, without specific notice. 

    2. Notwithstanding the foregoing, if we make material changes that could reasonably be expected to have an adverse impact on you, we will notify you by email, in-platform message, or other reasonable means. Such changes will become effective fifteen (15) days after notice, unless otherwise required by law. If you do not agree to the updated Terms, you may terminate your use of the Services before the effective date without penalty. Your continued use of the Services after the effective date will constitute your acceptance of the updated Terms.

17. Miscellaneous

    1. Entire Agreement. These Terms, together with your selected Service Plan, constitute the entire agreement between you and Service Provider and supersede all prior agreements, representations, or understandings, whether written or oral, relating to the Services.

    2. Independent Contractor. Nothing in these Terms creates a partnership, agency, joint venture, or employment relationship between you and Service Provider. We act solely as an independent contractor.

    3. Assignment. Neither party may assign these Terms without the other’s prior written consent, except (a) to an affiliate, or (b) in connection with a merger, acquisition, or sale of substantially all assets, with notice to the other party.

    4. Force Majeure. Neither party will be liable for any failure or delay in performance that party proves was caused by events outside its reasonable control, including acts of God, natural disasters, internet outages, government actions, labor disputes, or third-party service failures.

    5. No Waiver. Any delay or failure by either party to enforce a right or remedy shall not be a waiver of that right or any other provision.

    6. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

    7. Survival. Any provision which by its nature or express terms should survive termination will do so, including but not limited to confidentiality, payment obligations, IP ownership, limitation of liability, non-solicitation, and dispute resolution.

    8. No Third-Party Beneficiaries. These Terms are intended solely for the benefit of the parties and do not create any rights or benefits enforceable by any third party. Without limiting the foregoing, no investor, advisor, consultant, or other third party shall be deemed a beneficiary of these Terms or entitled to rely on any aspect of the Services provided hereunder.

By checking the acceptance box or otherwise affirming your agreement, you confirm that you’ve read, understood, and agreed to these Terms and the applicable Service Plan.