HPLY NONPROFIT ORGANIZATION PARTICIPATION AGREEMENT
HPLY Inc.
For Participating U.S. 501(c)(3) Nonprofit Organizations
Effective Date: August 10, 2026
This HPLY Nonprofit Organization Participation Agreement (“Agreement”) governs participation by an eligible nonprofit organization (the “Participating Nonprofit Organization” or “Nonprofit Organization”) in the services operated by HPLY Inc. (“HPLY”). By electronically accepting this Agreement, completing HPLY onboarding, accessing the nonprofit portal, or using participation features after acceptance, the Nonprofit Organization agrees to this Agreement through its Authorized Representative.
This Agreement supplements HPLY’s Terms of Service, Privacy Policy, Acceptable Use Policy, Donation & Refund Policy, and other policies expressly incorporated by reference. If a more specific provision of this Agreement conflicts with a general provision of the Terms of Service regarding nonprofit participation, this Agreement controls for that nonprofit-specific subject. Payment Processor terms govern the processor’s regulated payment services.
Contents
1.Purpose and Scope
2.Definitions
3.Invitation, Eligibility, and Approval
4.Enrollment and Verification
5.Authorized Representatives and Account Security
6.Nonprofit Organization Profiles and Profile Changes
7.Nonprofit Organization Content and Media
8.Donation Eligibility and Payment Processing
9.Service Fee and Third-Party Processing Costs
10.Payouts, Refunds, Chargebacks, and Negative Balances
11.Receipts, Tax Matters, and Donor Restrictions
12.Nonprofit Organization Compliance Obligations and Ongoing Eligibility
13.Donor Information and Privacy
14.Information Security and Security Incidents
15.Communications and Donor Stewardship
16.Intellectual Property and Brand Use
17.Confidentiality
18.Monitoring, Verification, and Cooperation
19.Suspension, Inactive Status, and Termination
20.Effect of Termination and Offboarding
21.Nonprofit Organization Representations and Warranties
22.Indemnification
23.Disclaimers
24.Limitation of Liability
25.Dispute Resolution and Governing Law
26.Notices
27.Changes to this Agreement
28.Assignment and Relationship of the Parties
29.General Provisions
30.Contact Information
1. Purpose and Scope
HPLY operates a technology platform designed to help users discover participating nonprofit organizations and, where enabled, initiate charitable Donations through an integrated Payment Processor. This Agreement establishes the requirements for a Nonprofit Organization to claim or administer its HPLY profile, complete HPLY and payment onboarding, receive Donations through HPLY when enabled, submit profile updates, and use nonprofit-facing features of the Services.
Participation in HPLY is not an open enrollment program. HPLY selects organizations for invitation and may determine whether an invited Nonprofit Organization is eligible to participate, whether Donation functionality is enabled, and whether participation continues, subject to this Agreement and applicable law.
The Nonprofit Organization remains independently responsible for its charitable programs, governance, fundraising, tax status, donor obligations, finances, personnel, legal compliance, and use of funds. HPLY does not manage or control the Nonprofit Organization’s charitable programs merely because the Nonprofit Organization is listed on or receives Donations through HPLY.
2. Definitions
“Authorized Representative” means an individual who is at least 18 years old and has actual authority to act for and legally bind the Participating Nonprofit Organization in connection with HPLY.
“Donation” means a charitable contribution initiated through Donation functionality made available by HPLY and processed through the Payment Processor for a Participating Nonprofit Organization.
“Nonprofit Organization Content” means logos, names, trademarks, descriptions, mission statements, program information, photographs, videos, documents, links, and other content submitted or approved by the Participating Nonprofit Organization for use in the Services.
“Nonprofit Organization Profile” means the public-facing nonprofit profile or listing maintained through the Services.
“Payment Processor” means Stripe, when processing Donations through Stripe Connect, or another payment processor or financial-services provider designated by HPLY where applicable.
“Personal Information” has the meaning described in HPLY’s Privacy Policy and includes information that identifies, relates to, or can reasonably be linked to an individual, where applicable law treats the information as personal information or personal data.
“Service Fee” means a fee HPLY may introduce in the future for or in connection with Donation facilitation or other applicable Services, as disclosed through the applicable Donation flow, nonprofit-facing interface, pricing terms, or another applicable disclosure.
“Services” means HPLY’s websites, nonprofit portal, Donation functionality, administrative interfaces, APIs or integrations HPLY authorizes, and other products or features HPLY makes available from time to time.
3. Invitation, Eligibility, and Approval
Participation in HPLY is available only to organizations invited or otherwise permitted to apply and approved by HPLY.
At launch, participation is limited to organizations organized in the United States and recognized by the Internal Revenue Service as tax-exempt under Section 501(c)(3) of the Internal Revenue Code. Organizations described under other provisions of Section 501(c) or otherwise classified as nonprofit, tax-exempt, charitable, or similar organizations are not eligible to participate unless they independently qualify under Section 501(c)(3).
HPLY may expand nonprofit participation internationally in the future, subject to additional eligibility, payment, legal, regulatory, tax, privacy, sanctions, and operational requirements.
HPLY determines nonprofit eligibility through its own review process. HPLY may consider information reasonably relevant to eligibility, including organizational status, Section 501(c)(3) tax-exempt status, good standing, mission, governance, leadership, public filings, charitable solicitation authority, payment readiness, sanctions screening, fraud risk, financial stewardship, regulatory history, public information, and platform-integrity considerations.
HPLY may request evidence of the Nonprofit Organization’s Section 501(c)(3) tax-exempt status, legal existence, good standing, charitable solicitation registration or exemption, organizational authority, payment eligibility, or other information reasonably necessary to evaluate eligibility or continued participation.
As a condition of participation, the Nonprofit Organization authorizes HPLY to identify, display, and facilitate Donations for the Nonprofit Organization through the Services in accordance with this Agreement and authorizes HPLY to take actions reasonably necessary to administer that participation. The Nonprofit Organization must provide reasonable information, documentation, certifications, authorizations, and cooperation requested by HPLY to establish or maintain the Nonprofit Organization’s eligibility or to enable HPLY to satisfy legal or regulatory obligations applicable to HPLY’s operation of the Services.
While the Nonprofit Organization remains an active participant, the Nonprofit Organization expressly consents to HPLY’s use of the Nonprofit Organization’s legal name, approved trademarks and logos, Nonprofit Organization Profile information, and other approved Nonprofit Organization Content in solicitations for charitable Donations through the Services and in connection with facilitating those Donations. This consent remains subject to the Nonprofit Organization’s rights to request profile deactivation, withdraw from participation, or terminate this Agreement in accordance with its terms and to any rights or limitations imposed by applicable law.
The Nonprofit Organization must remain recognized by the Internal Revenue Service as tax-exempt under Section 501(c)(3), eligible to receive charitable contributions, and in good standing to the extent required by applicable law. If the Nonprofit Organization ceases to satisfy an applicable eligibility requirement, it must promptly notify HPLY as required by Section 12.
HPLY may approve, deny, condition, restrict, suspend, or terminate participation in its sole discretion, consistent with this Agreement and applicable law.
Approval of a Nonprofit Organization Profile does not constitute approval to receive Donations. Donation functionality may require separate HPLY and Payment Processor onboarding, verification, risk, compliance, and technical review.
Donations are currently processed by Stripe through Stripe Connect. HPLY may designate another Payment Processor in the future.
No approval, listing, verification, review, or other action by HPLY constitutes a guarantee of the Nonprofit Organization’s programs, financial condition, legal compliance, charitable impact, future conduct, or continued eligibility.
4. Enrollment and Verification
An invited Nonprofit Organization must complete HPLY’s nonprofit onboarding process before receiving administrative access or Donation functionality. HPLY may request information reasonably necessary to verify the Nonprofit Organization, including legal name, EIN, tax-exempt classification, principal address, public website, organizational contacts, public filings, charitable purpose, payment readiness, and evidence of authority for an Authorized Representative.
The Nonprofit Organization must provide information that is accurate, current, complete, and not misleading. HPLY may compare submitted information against public records, government databases, Payment Processor records, nonprofit websites, and other lawful sources.
HPLY may request clarification, supplemental records, or reverification when information is inconsistent, incomplete, outdated, disputed, or presents elevated legal, fraud, security, or payment risk. Submission of information does not guarantee approval or continued participation.
The Nonprofit Organization must promptly notify HPLY of material changes that could affect eligibility or the accuracy of information displayed through HPLY, including changes to legal name, tax-exempt status, dissolution, merger, sanctions status, authority of representatives, payment eligibility, principal address, or material regulatory restrictions.
5. Authorized Representatives and Account Security
Only an Authorized Representative may accept this Agreement, access the nonprofit portal, submit profile changes, complete onboarding, or provide instructions on behalf of the Nonprofit Organization. By accepting this Agreement, the individual represents that they are at least 18 years old and have authority to bind the Nonprofit Organization.
The Nonprofit Organization is responsible for keeping its Authorized Representative information current and for promptly removing or requesting removal of access when a representative’s authority ends. HPLY may require reverification before allowing a representative to access sensitive nonprofit or payment-related functionality.
Credentials are personal and may not be shared except through an access method HPLY expressly permits. The Nonprofit Organization must safeguard passwords, session links, multifactor authentication codes, invitation links, and other authentication information and must promptly notify HPLY at support@hply.org of suspected unauthorized access.
HPLY may suspend access, revoke sessions, require password resets, request additional identity or authority verification, or impose other reasonable security controls to protect the Nonprofit Organization, Donors, HPLY, or the Services.
6. Nonprofit Organization Profiles and Profile Changes
HPLY may create a Nonprofit Organization Profile before the Nonprofit Organization accepts this Agreement using lawful public information. Administrative access, profile control, and Donation functionality are separate from HPLY’s ability to display accurate public information about a nonprofit organization.
After onboarding, the Nonprofit Organization may submit proposed changes to approved profile fields, including its mission description, website, public contact details, categories, images, logo, and other information HPLY makes editable. Submitted changes are subject to HPLY review before publication.
HPLY and the Nonprofit Organization will reasonably cooperate in good faith to maintain an accurate, useful, and appropriately presented Nonprofit Organization Profile. HPLY has final editorial and publication discretion regarding the presentation, formatting, categorization, tags, technical display, and inclusion of content on HPLY. HPLY may reject or request changes to content that is inaccurate, misleading, outdated, low quality, unlawful, inconsistent with HPLY standards, or technically unsuitable.
HPLY will not knowingly make a material substantive change to the Nonprofit Organization’s mission or factual claims in a manner that misrepresents the Nonprofit Organization. If the Nonprofit Organization disagrees with a material profile presentation and the parties cannot reach agreement, the Nonprofit Organization may request that its profile be made inactive.
The Nonprofit Organization may request inactive status at any time by contacting HPLY through the nonprofit portal or support@hply.org. HPLY may retain nonpublic records needed for legal, payment, security, audit, or dispute purposes. HPLY may also retain or display limited accurate public information where lawful and reasonably necessary, but will not represent an inactive Nonprofit Organization as currently participating in HPLY Donation functionality.
7. Nonprofit Organization Content and Media
The Nonprofit Organization represents that it owns or has sufficient rights, permissions, licenses, releases, and consents for Nonprofit Organization Content it submits or approves. Nonprofit Organization Content must be accurate, lawful, current, and consistent with HPLY’s Terms of Service, Acceptable Use Policy, Community Guidelines where applicable, and other incorporated policies.
Claims concerning impact, beneficiaries, matching funds, fundraising urgency, tax status, use of Donations, programs, financial information, or outcomes must be truthful and reasonably supportable. The Nonprofit Organization must promptly correct or notify HPLY of materially inaccurate or outdated information.
Media involving children, patients, survivors, refugees, people experiencing poverty, persons with disabilities, or other vulnerable individuals must be used with appropriate dignity, privacy protections, consent, and lawful authority. HPLY may reject or remove media that creates legal, privacy, safety, accessibility, or reputational risk.
The Nonprofit Organization grants HPLY a worldwide, non-exclusive, royalty-free license to host, reproduce, display, resize, crop, format, distribute, and otherwise use Nonprofit Organization Content as reasonably necessary to operate, market, secure, and improve the Services and to display or promote the Nonprofit Organization’s participation. This license does not transfer ownership of Nonprofit Organization Content to HPLY.
8. Donation Eligibility and Payment Processing
Donation functionality is available only when HPLY enables it for the Nonprofit Organization. A public Nonprofit Organization Profile does not itself mean that the Nonprofit Organization is eligible to receive Donations through HPLY.
Donations are currently processed by Stripe through Stripe Connect. HPLY may designate another Payment Processor in the future.
The Nonprofit Organization must complete any separate Payment Processor onboarding and comply with the Payment Processor’s terms, identity and tax verification requirements, prohibited activity rules, risk controls, and operating procedures.
Donation funds are processed by the Payment Processor for the Participating Nonprofit Organization. HPLY facilitates the transaction through its technology and does not take ownership of the charitable funds merely because a Donation is initiated through the Services.
Except to the extent applicable law independently assigns HPLY a particular legal status, duty, responsibility, or obligation, this Agreement does not create a contractual trust, escrow, fiduciary, fiscal sponsorship, or custodial relationship between HPLY and the Nonprofit Organization with respect to Donations.
The Nonprofit Organization authorizes HPLY and the Payment Processor to process Donations designated for the Nonprofit Organization, calculate and deduct properly disclosed applicable fees, create transaction records, administer authorized refunds and disputes, and exchange information reasonably necessary to provide Donation functionality and comply with law.
The Payment Processor may independently authorize or decline transactions, impose reserves, restrict or suspend accounts, delay or release payouts, investigate fraud, request verification, or close a connected account. HPLY is not responsible for a Payment Processor decision that HPLY does not control, except to the extent applicable law independently assigns responsibility to HPLY.
9. Service Fee and Third-Party Processing Costs
HPLY does not currently charge a Service Fee for Donations.
HPLY may introduce a Service Fee in the future. Before a Service Fee applies, HPLY will disclose the amount or calculation method, payer, timing, and collection method through the applicable Donation flow, nonprofit-facing interface, pricing terms, or another appropriate disclosure.
HPLY does not charge the Nonprofit Organization separate subscription, promotional, featured-placement, or other participation fees under this Agreement unless HPLY and the Nonprofit Organization later expressly agree to such a service in a separate written or electronic agreement.
Banks, card networks, digital-wallet providers, Payment Processors, tax authorities, or other financial intermediaries may impose charges, assessments, reserves, exchange costs, or other amounts outside HPLY’s control. Those amounts are not HPLY Service Fees.
HPLY may change an applicable future Service Fee prospectively by providing notice or updated disclosure as required by this Agreement and applicable law. A fee change does not retroactively alter a completed Donation except where needed to correct an error, process a refund or dispute, or comply with law or Payment Processor requirements.
10. Payouts, Refunds, Chargebacks, and Negative Balances
Payouts are subject to Payment Processor schedules, bank processing, verification, reserves, holidays, fraud review, sanctions screening, legal holds, disputes, and other conditions outside HPLY’s direct control. HPLY does not guarantee a specific payout date or continuous payout availability.
Donations may be refunded, reversed, disputed, charged back, canceled, or adjusted in accordance with HPLY’s Donation & Refund Policy, applicable law, Payment Processor rules, and payment-network requirements. The Nonprofit Organization agrees to reasonably cooperate with HPLY and the Payment Processor in investigating and resolving such matters.
The Nonprofit Organization is responsible for amounts properly attributable to its Donations, conduct, representations, refunds, chargebacks, reversals, or breach of this Agreement, subject to applicable law and the Payment Processor’s terms. The Payment Processor or HPLY, where contractually and legally permitted, may recover such amounts from available balances, future payouts, authorized accounts, or other lawful means.
The Nonprofit Organization must not retaliate against, threaten, harass, or mislead a Donor who makes a good-faith refund request, complaint, or payment dispute.
11. Receipts, Tax Matters, and Donor Restrictions
The Nonprofit Organization remains responsible for any charitable acknowledgment, substantiation statement, quid pro quo disclosure, annual giving summary, tax receipt, or other donor documentation that applicable law requires from the charitable recipient, unless HPLY expressly assumes a particular obligation in writing.
HPLY or the Payment Processor may generate or deliver a transaction confirmation or receipt as an administrative convenience. Such assistance does not transfer the Nonprofit Organization’s underlying legal responsibility unless HPLY expressly states otherwise in writing.
The Nonprofit Organization is responsible for determining the tax treatment of Donations it receives and for maintaining accurate legal name, EIN, address, tax-exempt status, and other information required for acknowledgments or tax records. HPLY does not provide tax, legal, or accounting advice to the Nonprofit Organization.
If HPLY permits a Donor to identify a program, campaign, purpose, tribute, or other designation, the Nonprofit Organization must administer any legally enforceable restriction it accepts in accordance with applicable law. Where HPLY clearly presents a designation as a nonbinding preference, the Nonprofit Organization may retain reasonable discretion to use the Donation for its charitable purposes.
12. Nonprofit Organization Compliance Obligations and Ongoing Eligibility
The Nonprofit Organization is solely responsible for maintaining the legal status, filings, registrations, exemptions, authorizations, governance approvals, fundraising permissions, tax compliance, and other requirements applicable to its activities and receipt or use of Donations.
The Nonprofit Organization must use Donations consistently with applicable law, its governing documents, donor restrictions it accepts, and material representations made to Donors. The Nonprofit Organization may not divert Donations for private benefit, personal expenses, prohibited political activity, unlawful activity, or purposes materially inconsistent with its charitable mission or donor-facing disclosures.
The Nonprofit Organization must not use HPLY to facilitate money laundering, terrorist financing, sanctions evasion, bribery, corruption, fraud, trafficking, unlawful commercial transactions, or other prohibited conduct. The Nonprofit Organization must comply with HPLY’s Acceptable Use Policy and any applicable Payment Processor restrictions.
The Nonprofit Organization must continuously maintain recognition by the Internal Revenue Service as tax-exempt under Section 501(c)(3) of the Internal Revenue Code throughout its participation in HPLY and must continuously satisfy all other applicable HPLY eligibility requirements and remain legally eligible to receive Donations facilitated through the Services.
The Nonprofit Organization must maintain its legal existence, Section 501(c)(3) tax-exempt status, good standing, charitable solicitation registrations or exemptions, and other authority required for its participation, in each case to the extent required by applicable law.
The Nonprofit Organization must promptly notify HPLY after becoming aware of a material event that could reasonably affect eligibility, donor trust, payment processing, legal compliance, security, Nonprofit Organization Profile accuracy, or the integrity of the Services.
Material events may include suspension, revocation, loss, or material modification of the Nonprofit Organization’s Section 501(c)(3) tax-exempt status; loss, suspension, expiration, or material restriction of required good standing or fundraising authority; material regulatory investigation or enforcement; bankruptcy or insolvency; dissolution; merger; material change in charitable purpose; fraud; embezzlement; diversion or material misuse of charitable assets; sanctions designation; significant security incident; material leadership misconduct; or inability to honor an accepted donor restriction.
The Nonprofit Organization must provide sufficient nonprivileged information for HPLY to evaluate the event and must reasonably cooperate with HPLY in addressing eligibility, regulatory, payment, donor-protection, or other compliance consequences arising from the event. Nothing in this Agreement requires the Nonprofit Organization to waive attorney-client privilege or another legally recognized privilege.
HPLY may periodically review continued eligibility and require updated documentation, certifications, reverification, or other reasonable evidence of compliance.
13. Donor Information and Privacy
HPLY does not provide participating Nonprofit Organizations with Donor names, email addresses, telephone numbers, mailing addresses, or other Donor contact information for their independent fundraising, marketing, advertising, donor acquisition, or unrelated solicitation.
A participating Nonprofit Organization receives only Donor and transaction information reasonably necessary for payment processing, reconciliation, legal compliance, Donation administration, fulfillment of an accepted donor restriction, or another purpose expressly authorized by the Donor or required by applicable law.
Nothing in this Agreement gives the Nonprofit Organization a right to obtain Donor names, email addresses, mailing addresses, giving histories, preferences, or other Personal Information beyond information HPLY or the Payment Processor determines is necessary or authorized for the applicable transaction or legal requirement.
Any Personal Information the Nonprofit Organization receives through HPLY or the Payment Processor must be used only for the authorized purpose for which it was provided and in compliance with HPLY’s Privacy Policy, applicable law, and donor choices communicated with the information.
The Nonprofit Organization may not sell, rent, license, trade, monetize, enrich, or use HPLY-sourced Donor Personal Information for unrelated solicitation, targeted advertising, political campaigning, profiling, or transfer to another organization unless the use is expressly authorized by the Donor, permitted by applicable law, and consistent with HPLY’s Privacy Policy and applicable donor choices.
If HPLY or the Payment Processor communicates an anonymity, limited-disclosure, or other privacy choice, the Nonprofit Organization must honor that choice and may not attempt to identify the Donor through data matching, external databases, social media, transaction references, or other means except where legally necessary for fraud prevention, tax, regulatory, or compliance purposes.
14. Information Security and Security Incidents
The Nonprofit Organization must maintain reasonable administrative, technical, and organizational safeguards appropriate to the information and systems within its control. Safeguards should include reasonable access controls, secure credentials, timely access revocation, device and software security, malware protection, secure transmission, and incident response practices appropriate to the Nonprofit Organization’s size and risk.
The Nonprofit Organization must not request or transmit complete payment card credentials, banking credentials, taxpayer identity documents, or other highly sensitive Payment Processor information through HPLY general support email or profile fields when the Payment Processor provides a secure collection method.
The Nonprofit Organization must notify HPLY without undue delay and, where reasonably practicable, within 48 hours after discovering an actual or reasonably suspected security incident involving HPLY credentials, HPLY-provided information, or Personal Information received through HPLY that could materially affect HPLY, Donors, or nonprofit accounts.
The Nonprofit Organization must take reasonable steps to contain and investigate the incident, preserve relevant evidence, prevent further unauthorized activity, and cooperate with HPLY regarding information reasonably necessary to understand the incident and fulfill applicable legal or contractual obligations.
15. Communications and Donor Stewardship
The Nonprofit Organization is responsible for communications it sends independently to Donors, users, beneficiaries, regulators, or the public. Communications must be truthful, lawful, appropriately identified, and consistent with the Nonprofit Organization’s actual programs and use of funds.
The Nonprofit Organization must not imply that HPLY wrote, endorsed, sponsored, guaranteed, or approved a Nonprofit Organization communication unless HPLY expressly authorized that representation.
If the Nonprofit Organization independently obtains Donor contact information from a lawful source outside HPLY, its use of that information is governed by its own legal obligations and privacy practices. HPLY’s decision not to provide Donor contact information does not restrict the Nonprofit Organization from maintaining donor relationships it lawfully develops independently of HPLY.
The Nonprofit Organization must not condition a legally required receipt or acknowledgment on consent to marketing, and must honor legally required opt-outs and communication preferences for communications it controls.
16. Intellectual Property and Brand Use
The Nonprofit Organization retains ownership of Nonprofit Organization Content and its own names, logos, trademarks, and other intellectual property. Except for the license granted in this Agreement, HPLY receives no ownership interest in those rights.
HPLY and its licensors retain all rights in the Services, software, interfaces, databases, APIs, documentation, workflows, HPLY branding, and other HPLY intellectual property.
The Nonprofit Organization may accurately state that it is listed on HPLY or, when enabled, accepts Donations through HPLY. The Nonprofit Organization may not state or imply that HPLY guarantees, certifies, audits, controls, funds, sponsors, or endorses the Nonprofit Organization unless HPLY expressly authorizes that statement.
Use of HPLY logos, badges, screenshots, trademarks, or brand assets must comply with any written brand guidelines or approval requirements HPLY makes available. HPLY may revoke permission to use HPLY branding prospectively.
17. Confidentiality
Each party may receive nonpublic information from the other that a reasonable person would understand to be confidential, including security information, credentials, pricing details, payment or transaction information, product information, internal records, investigation materials, and nonpublic Personal Information (“Confidential Information”).
The receiving party must use Confidential Information only for purposes authorized by this Agreement, protect it using at least reasonable care, and disclose it only to personnel, service providers, or professional advisers who have a legitimate need to know and are subject to appropriate confidentiality obligations.
Confidential Information does not include information the receiving party can demonstrate was lawfully known without restriction, independently developed without use of the other party’s Confidential Information, lawfully received from a third party without confidentiality duty, or made public without breach of this Agreement.
A party may disclose Confidential Information when required by law or valid legal process, subject to any legally permitted notice and protective measures. Nothing in this Agreement restricts protected whistleblowing, regulatory reporting, or other non-waivable rights.
18. Monitoring, Verification, and Cooperation
HPLY may verify information, review Nonprofit Organization activity on the Services, investigate suspected violations, and request records reasonably related to eligibility, Donations, payment disputes, profile accuracy, security incidents, fraud, sanctions, or compliance with this Agreement.
The Nonprofit Organization must reasonably cooperate with HPLY, the Payment Processor, and lawful regulatory or governmental inquiries concerning its participation, provided the request is relevant and legally permissible.
HPLY may preserve account records, profile submissions, communications, transaction references, logs, and other information when reasonably necessary for security, dispute resolution, fraud prevention, legal compliance, audit, or enforcement.
HPLY is not required to disclose confidential fraud rules, internal risk models, security methods, privileged communications, reporter identities, or information whose disclosure could compromise privacy, safety, investigations, or platform integrity.
19. Suspension, Inactive Status, and Termination
The Nonprofit Organization may request that its Nonprofit Organization Profile be made inactive or may terminate participation by providing notice through the nonprofit portal or support@hply.org. Inactive status or termination may be subject to completion of pending payment, refund, dispute, recordkeeping, or other surviving obligations.
HPLY may suspend or terminate all or part of the Nonprofit Organization’s participation, disable Donation functionality, restrict portal access, reject profile changes, or make a profile inactive when HPLY reasonably determines that action is appropriate, including for loss of eligibility, inaccurate information, tax-status changes, fraud, sanctions, payment restrictions, security concerns, legal requirements, failure to cooperate, material breach, donor harm, or platform-integrity concerns.
HPLY may also end participation at its discretion where continued participation is no longer consistent with HPLY’s platform strategy or standards, provided HPLY acts in accordance with applicable law and administers pending obligations in good faith.
Where reasonably practicable, HPLY may provide notice and an opportunity to address a remediable issue. HPLY is not required to delay immediate protective action where delay could increase fraud, security, payment, legal, donor, or public risk.
20. Effect of Termination and Offboarding
Upon termination, the Nonprofit Organization’s right to access the nonprofit portal and use HPLY participation features ends except as HPLY permits for limited offboarding or record retrieval. HPLY may revoke credentials, disable Donations, remove or mark the Nonprofit Organization Profile inactive, and stop using Nonprofit Organization branding for current participation purposes.
HPLY and the Payment Processor may continue administering Donations initiated before termination, including settlement, payout, refunds, disputes, chargebacks, reversals, reserves, and legal or tax reporting.
The Nonprofit Organization remains responsible for accrued fees, refunds, chargebacks, donor restrictions, tax and accounting records, confidentiality, privacy, security, indemnification, and other obligations that by their nature continue after termination.
HPLY may retain records as described in its Privacy Policy or as reasonably necessary for legal compliance, security, accounting, fraud prevention, dispute resolution, and enforcement. The Nonprofit Organization must cease using HPLY Confidential Information and HPLY branding except as legally required or expressly authorized.
21. Nonprofit Organization Representations and Warranties
The Nonprofit Organization represents and warrants that: (a) it is an eligible U.S. organization recognized as tax-exempt under Section 501(c)(3) while participating; (b) it has authority to enter into this Agreement; (c) the individual accepting this Agreement is an Authorized Representative; (d) information and Nonprofit Organization Content it provides are materially accurate, current, lawful, and not misleading; and (e) its participation, fundraising, use of Donations, and communications comply with applicable law and its governing documents.
The Nonprofit Organization further represents that Nonprofit Organization Content does not knowingly infringe or misappropriate intellectual property, privacy, publicity, confidentiality, contractual, or other rights, and that the Nonprofit Organization is not knowingly subject to a sanctions or legal restriction that makes participation unlawful.
These representations are continuing while the Nonprofit Organization participates in HPLY. The Nonprofit Organization must promptly notify HPLY when a representation becomes materially inaccurate.
22. Indemnification
To the fullest extent permitted by law, the Nonprofit Organization will defend, indemnify, and hold harmless HPLY, its affiliates, and their respective directors, officers, employees, contractors, agents, licensors, service providers, successors, and assigns from third-party claims, demands, investigations, proceedings, damages, losses, judgments, settlements, penalties, fines, costs, and reasonable attorneys’ fees arising out of or relating to: (a) the Nonprofit Organization’s breach of this Agreement; (b) Nonprofit Organization Content; (c) the Nonprofit Organization’s fundraising, programs, communications, or use of Donations; (d) the Nonprofit Organization’s violation of law, donor restrictions, tax requirements, privacy obligations, or third-party rights; or (e) fraud, willful misconduct, negligence, or a security incident attributable to the Nonprofit Organization, its personnel, or its service providers.
The Nonprofit Organization’s indemnification obligation does not apply to the extent a claim results from HPLY’s gross negligence, willful misconduct, or another matter for which indemnification is prohibited by law.
HPLY will provide reasonably prompt notice of a covered claim where practicable. The Nonprofit Organization may control the defense with counsel reasonably acceptable to HPLY, provided it diligently defends the claim and does not settle in a manner that admits wrongdoing by HPLY, imposes nonmonetary obligations on HPLY, restricts HPLY’s business, or fails to provide HPLY a complete release without HPLY’s prior written consent.
23. Disclaimers
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
EXCEPT FOR ANY EXPRESS WARRANTY HPLY EXPRESSLY PROVIDES IN THIS AGREEMENT OR ANOTHER WRITTEN AGREEMENT, HPLY DISCLAIMS IMPLIED AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND SECURITY.
HPLY DOES NOT GUARANTEE ANY AMOUNT OR FREQUENCY OF DONATIONS, PROFILE TRAFFIC, RANKING, RECOMMENDATION, FEATURED PLACEMENT, DONOR ENGAGEMENT, PUBLIC INTEREST, FUNDRAISING RESULT, OR OTHER OUTCOME.
HPLY DOES NOT WARRANT THE ACTS OR OMISSIONS OF DONORS, PAYMENT PROCESSORS, BANKS, CARD NETWORKS, SERVICE PROVIDERS, GOVERNMENT AGENCIES, OR OTHER THIRD PARTIES HPLY DOES NOT CONTROL, EXCEPT TO THE EXTENT APPLICABLE LAW INDEPENDENTLY ASSIGNS RESPONSIBILITY TO HPLY.
Nothing in this Section excludes a warranty or right that applicable law does not permit the parties to disclaim.
24. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, HPLY AND ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR MULTIPLE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DONATIONS, LOST GOODWILL, LOST OPPORTUNITY, LOST DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES.
TO THE FULLEST EXTENT PERMITTED BY LAW, HPLY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ANY SERVICE FEES PAID OR PAYABLE TO HPLY IN CONNECTION WITH THE NONPROFIT ORGANIZATION’S DONATIONS DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US $100).
The limitations apply regardless of the theory of liability and even if HPLY was advised of the possibility of damages. They do not apply to liability that cannot lawfully be excluded or limited, including fraud, fraudulent misrepresentation, gross negligence, willful misconduct, or other non-waivable liability to the extent applicable law so requires.
25. Dispute Resolution and Governing Law
Informal Resolution
Before commencing arbitration or court proceedings, a party must provide written notice describing the dispute, relevant facts, and requested relief and allow the other party at least 30 days to attempt to resolve the matter in good faith.
This requirement does not prevent either party from seeking temporary or preliminary injunctive relief where delay could cause irreparable harm or from taking action reasonably necessary to preserve a claim before an applicable limitations period expires.
Governing Law
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law principles, except to the extent federal law governs a particular issue or applicable law requires otherwise.
Binding Arbitration
Except for disputes eligible for small claims court and requests for temporary or preliminary injunctive relief where permitted by law, disputes arising out of or relating to this Agreement or the Nonprofit Organization’s participation in the Services will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect.
The arbitration may be conducted remotely where permitted by the applicable AAA rules and applicable law.
The arbitrator may award any remedy available to a party under applicable law and this Agreement, and judgment on the award may be entered in any court of competent jurisdiction.
AAA filing, administrative, and arbitrator fees will be allocated in accordance with the applicable AAA Commercial Arbitration Rules and applicable law.
Class and Representative Action Waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY AGREES TO BRING DISPUTES ONLY IN ITS INDIVIDUAL OR ORGANIZATIONAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR MASS ACTION.
If this waiver is unenforceable for a particular claim, that claim will proceed only in the forum required by applicable law, while enforceable claims remain subject to the dispute-resolution provisions of this Agreement.
Equitable Relief
Either party may seek temporary, preliminary, or permanent equitable relief in a court of competent jurisdiction to protect confidential information, intellectual property, security, Donor information, or against unauthorized access, fraud, or other conduct that may cause irreparable harm.
26. Notices
HPLY may provide operational, security, payment, profile, policy, and legal notices electronically through the nonprofit portal, email, or the Services where permitted by law. The Nonprofit Organization is responsible for keeping its administrative and legal contact information current.
Formal notices to HPLY under this Agreement must be sent to support@hply.org with the subject line “Legal Notice - Nonprofit Participation” and, where the sender seeks formal service by mail, to the mailing address in Section 30. A social media message or ordinary support inquiry is not formal legal notice unless HPLY expressly acknowledges it as such.
HPLY may send formal notices to the email or mailing address associated with the Nonprofit Organization’s nonprofit account or Authorized Representative. Notice is effective as provided by applicable law and the delivery method used.
27. Changes to this Agreement
HPLY may update this Agreement prospectively to reflect changes in law, payment architecture, nonprofit programs, security practices, technology, operations, or the Services. HPLY will provide any notice required by applicable law or an applicable contract.
Material changes may be communicated by email, nonprofit portal notice, posting of an updated agreement, or a request for renewed electronic acceptance. Continued participation after an updated Agreement becomes effective constitutes acceptance where permitted by law and after any required notice.
If the Nonprofit Organization does not agree to a material update, it may request inactive status or terminate participation before the update becomes effective, subject to obligations arising from earlier activity.
28. Assignment and Relationship of the Parties
The Nonprofit Organization may not assign or transfer this Agreement or its participation rights without HPLY’s prior written consent. HPLY may assign this Agreement to an affiliate or in connection with a merger, acquisition, financing, reorganization, sale of assets, change of control, or transfer of the Services.
The parties are independent contractors. Except to the extent applicable law independently assigns a particular legal status, duty, responsibility, or obligation, nothing in this Agreement creates a contractual partnership, joint venture, employment, franchise, fiscal sponsorship, agency, fiduciary, trustee, or exclusive relationship.
Neither party may bind the other or incur obligations on the other’s behalf except as expressly authorized in writing.
29. General Provisions
This Agreement, together with HPLY’s Terms of Service, Privacy Policy, Acceptable Use Policy, Donation & Refund Policy, applicable Payment Processor terms, and any expressly incorporated supplemental terms, constitutes the agreement governing the Nonprofit Organization’s participation in HPLY.
If documents conflict, this Agreement controls for nonprofit-participation matters, feature-specific terms control for the specific feature, and Payment Processor terms control the processor’s regulated services.
If any provision is found invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable where permitted; if modification is not possible, the provision will be severed and the remainder will remain effective.
A waiver must be express and applies only to the specific instance stated. Failure or delay in enforcing a right does not waive that right.
HPLY is not liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, terrorism, civil unrest, labor disputes, utility failures, Internet or cloud outages, cyberattacks, government action, sanctions, Payment Processor failures, or other critical third-party failures, except to the extent applicable law provides otherwise.
Headings are for convenience only. “Including” means “including without limitation.” Electronic acceptance and reliable electronic records have the same effect as written acceptance to the extent permitted by law.
Provisions that by their nature should survive termination remain effective, including provisions concerning accrued fees and payment obligations, refunds and disputes, donor restrictions, confidentiality, privacy, security, intellectual property, indemnification, limitations of liability, records, governing law, and dispute resolution.
30. Contact Information
Questions about this Agreement, participation, profile administration, or legal notices may be directed to HPLY at:
HPLY Inc. 3517 Camino del Río South, Suite 215 Mailbox #83 San Diego, CA 92108 United States
Email: support@hply.org