These Mobile Commerce Terms and Conditions (including all exhibits and referenced policies, the "Terms and Conditions") are incorporated into the Mobile Commerce Services Agreement between Billing Revolution and Company. Billing Revolution and Company hereby agree as follows:

1.1. "Billing Revolution Materials" means any graphics, images, content, links to Products, or other materials provided by Billing Revolution to Company.

1.2. "Billing Revolution Partner(s)" means those third parties with whom Billing Revolution has partnered (in the form of referral, preferred provider and other relationships) in order to ensure Billing Revolution's customer's mobile payment needs are met, which services include, without limitation, merchant account and gateway services.

1.3. "Billing Revolution Policies" means any and all Billing Revolution standard policies for the Service and the Platform as referenced herein, including without limitation the Service Level Policy, and the Data Security and PCI Compliance Program Policy.

1.4. "Company Materials" means any graphics, images, content, links to Products, or other materials provided by Company to Billing Revolution for purposes of this Agreement.

1.5. "Company Service" means those portions of the user interface visible on the screen of any handheld mobile device through which a user of such device is able to navigate directly to the Service via a Link.

1.6. "End User" means the ultimate purchaser of a Product via the Platform.

1.7. "Link" means a link to a Product that is supplied by Billing Revolution to Company or created by Company in accordance with the terms of this Agreement.

1.8. "Merchant Access" means the provision of access to the Platform by Company to qualifying Merchants for purposes of effecting Transactions (as applicable).

1.9. "Merchant Account Tool" means the Service's online account management tool that allows Company to register Products on the Service and otherwise manage Company's account, in each case in accordance with this Agreement and the Specifications.

1.10. "Merchants" means merchants of Products who have engaged Company to process purchase transactions for such Products (as applicable).

1.11. "Platform" means Billing Revolution's proprietary mobile payments platform, as described in the Specifications.

1.12. "Product" means a product (of Company or Merchants, as applicable) that is made available for purchase by Company on the Company Service and is registered by Company in the Service using the Merchant Account Tool; for purposes of this Agreement, "Product" shall include charitable donations.

1.13. "Service" means Billing Revolution's mobile payment service, which includes purchase data collection, encryption, and storage and verification, in each case as provided in accordance with this Agreement.

1.14. "Set-Up Fee" means the fee (in the amount of $[99.99]) payable by Company to Billing Revolution prior to activation of the Service, which amount shall be paid by credit card.

1.15. "Specifications" means Billing Revolution's description of the features, capabilities and functionality of the Service and the Platform, as modified by Billing Revolution from time to time. The current version of the Specifications is available at https://partners.billingrevolution.com.

1.16. "Transaction" means the payment processing event that effects the purchase of a Product by an End User who clicks through a Link to the Service.

2. Service; Security; Support

2.1. Service. Billing Revolution will use commercially reasonable efforts to operate the Service in material accordance with the Specifications and the terms of this Agreement. Billing Revolution shall provide hosting services as to the Platform and the Services. The Billing Revolution mobile purchase pages and all applicable online or mobile payment pages of the Company Service shall prominently feature the "Powered by Billing Revolution" logo. Billing Revolution may identify Company in advertising and marketing materials listing those parties utilizing Billing Revolution products and services.

2.2. Security. Billing Revolution has implemented and will take reasonable steps to maintain PCI-compliant security procedures as described in Billing Revolution's Policies; provided, however that Billing Revolution does not guarantee the security of the Services or Transaction data. Billing Revolution shall not be responsible in the event of any breach of its security systems, provided that Billing Revolution has used commercially reasonable efforts to prevent any such breach in accordance with the Billing Revolution Policies. Company further acknowledges and agrees that Billing Revolution is not responsible for the security of Transaction data or information or any other information stored on Company's servers or any other party's servers (other than subcontractors of Billing Revolution and then only to the extent that Billing Revolution is liable for its own actions hereunder).

2.3. Support; Risk of Loss.

2.3.1. Billing Revolution shall provide service levels and technical support to the Company in accordance with the Billing Revolution Policies. Unless otherwise set forth herein, Billing Revolution shall not be obligated to provide technical support to anyone other than Company.

2.3.2. As between the parties, Company will bear all risk, liability and responsibility for: (a) any non-delivery, misdelivery, theft, or other mistake or act in connection with the delivery of Products; (b) any non-conformity or defect in any Products, (c) sourcing, storing, fulfilling, and delivering all Products, and (d) providing End User customer support, in each case in accordance with the terms of this Agreement and all Billing Revolution Policies. Company will be the merchant of record for all Transactions, and Customer's name will appear on the End User's credit card statement.

3. Service Fees; Taxes; Reporting. To the extent Company receives merchant account, gateway or other applicable services from Billing Revolution Partners, no fees shall be payable to Billing Revolution hereunder other than the Set-Up Fee; provided, however, that in the event Company later changes providers for such services to providers who are not Billing Revolution Partners, Company acknowledges and agrees that it shall then become liable for payment to Billing Revolution of set-up, monthly and per-transaction fees at Billing Revolution's then-current fee levels. To the extent Company does not receive such services from Billing Revolution Partners, Company shall pay the Fees set forth in Exhibit A hereto on the terms described herein and therein. Company will bear all risk of refunds, chargebacks, rebills, bad debt expense, and returns (including any gateway, merchant account, banking and other fees) occurring in connection with Transactions. Company shall be solely responsible for the categorization, assessment, collection and payment of all taxes, fees and costs that may apply to the purchase of the Products and the provision of the Company Service. Billing Revolution will make available to Company a report, statement, or other accounting (within the Merchant Account Tool or by email to Company's email address on file) for each calendar month during the term of this Agreement during which Transactions take place. Other than federal and state net income taxes imposed on Billing Revolution by the United States, Company will bear all taxes, duties, and other governmental charges resulting from this Agreement. Company is responsible for reporting all income and calculating and paying all taxes (including, without limitation, federal and state income taxes, FICA (Social Security or Medicare) taxes, FUTA taxes, state unemployment insurance taxes, state disability insurance taxes, and any other taxes related to its sale or license of Products or otherwise relating to the transactions contemplated by this Agreement. All payments to Company will be in U.S. Dollars. All reports, statements, and other accountings provided to Company will be conclusive, final and binding, unless Company gives Billing Revolution written notice stating the specific basis for objection within one year after the date rendered. Company will not maintain any action or proceeding against Billing Revolution with respect to any report, statement, or other accounting unless Company commences that action or suit against Billing Revolution within six months following the date that Company provides Billing Revolution with the written notice referred to in the immediately preceding sentence. Any such action or proceeding will be limited to a determination of the amount of monies, if any, payable by Billing Revolution to Company for the accounting periods in question, and Company's sole and exclusive remedy will be the recovery of those monies with no interest thereon.

4. Users. Users of the Company Service who navigate to the Service will be deemed Billing Revolution's users, and users of the Company Service who enter into Transactions on or through the Service will be deemed Billing Revolution's customers. Accordingly, all of Billing Revolution's rules, policies, and operating procedures concerning use of the Service will apply to those customers. Billing Revolution may change its policies and operating procedures at any time in its sole discretion.

5. Links; Company Materials. Subject to the terms of this Agreement, Company (or its designees) will generate links for each Product within the Merchant Account Tool and will use commercially reasonable efforts to promote such Products. Company will supply to Billing Revolution accurate and complete information for each Product to be made available for Transactions on the Service, together with any other related information, requested within the Merchant Account Tool or otherwise reasonably requested by Billing Revolution. Company will update such information as frequently as necessary so that the information is at all times current, accurate, and complete. Billing Revolution may, but is not obligated to, provide new or modified links to Company from time to time. If Billing Revolution provides new or modified links to Company, Company must promptly use such links (and, if applicable, cease to use any replaced or superseded Links). Upon request by Billing Revolution at any time, Company will provide Company Materials to Billing Revolution for its review and written approval (which written approval may, for purposes of this Section, be given by email). Billing Revolution may approve of or reject Company Materials in its sole discretion. Company must not display on the Company Service (or elsewhere) any Company Materials that Billing Revolution has rejected. If Company provides Company Materials, it does so at its sole cost and expense and without any assurance that any Company Materials will be approved by Billing Revolution. Subject to any approval by Billing Revolution required under this Section, Company is solely responsible for the development, operation, and maintenance of Company Materials and the Company Service.

6. Compliance; No Pass-Through Representations and Warranties; PII.

6.1. Company is solely responsible for the development, operation, and maintenance of the Company Service and for all Company Materials and other information and materials that appear on the Company Service and any associated service offerings of Company. Without limiting the generality of the foregoing and unless Billing Revolution expressly grants an exception in writing, the Company hereby represents, warrants and covenants that the Company Service, Products and Company Materials do not and will not (a) violate or infringe, or contain or link to any materials that violate or infringe, the rights of Billing Revolution or any third party; (b) contain or promote obscene or illegal products, services, or materials; (c) promote discrimination based upon race, sex, religion, nationality, disability, age, or sexual orientation, or (d) violate any applicable laws governing marketing communications, including without limitation the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, CTIA MMA best practices guidelines posted at http://www.mmaglobal.com/bestpractices and all other laws and regulations governing email and SMS/text message communications. Company must not otherwise commit any act or omission in connection with Company's use of the Service that may subject Billing Revolution or its licensors or suppliers to legal liability of any nature.

6.2. Company shall not, expressly or by implication, make or pass on to any third party (including without limitation Merchants or End Users) any representation or warranty regarding the Service, the Platform, Transactions, or otherwise regarding Billing Revolution or its products or services. Company must not make any statement, whether on the Company Service or otherwise, that contradicts, or is inconsistent with, this Section 6. Billing Revolution (a) shall not be responsible or held liable for the acts or omissions of any third party service providers to Company, including without limitation Billing Revolution Partners, and (b) makes no representations, warranties or covenants as to the performance of such third parties.

6.3. Company understands and agrees that the Company Service, or relevant potions thereof, may need to be approved by Billing Revolution and other third parties before Company may display Links on the Company Service. Billing Revolution will notify Company if approval is required, at which time Company must, if applicable, immediately cease displaying the Links referenced by Billing Revolution (or, if no particular Links are specified in such notice, all Links) until the time, if any, that Billing Revolution notifies Company that approval has been given. Billing Revolution and applicable third parties may grant or withhold approval of the Company Service, and applicable portions thereof, in their sole discretion.

6.4. Company will conspicuously post and maintain for its Merchants (as applicable) and End Users a PCI-compliant statement of its privacy practices that discloses Company's use, collection, and disclosure of personally identifiable information (including, without limitation, telephone numbers) of End Users, and will maintain a link to such statement on the Company Service. Company will comply with such policy and, further, will comply with all applicable laws and Billing Revolution Policies regarding personally identifiable information. All documents, files, data or other information which personally identifies End Users or their individual transaction, usage or billing activity or which specifically identifies Company's transaction, usage or billing activity shall be deemed Confidential Information of Company and shall be owned by Company. Notwithstanding the foregoing, Company hereby grants to Billing Revolution a limited, non-exclusive, perpetual, worldwide right and license to use and disclose the foregoing information in aggregated form and combine such information with similar information from other customers for the purpose of publishing statistics, trends, benchmarks, returns on investment, and analyses to third parties, including without limitation analysts, customers, potential customers, and consultants. Such aggregated statistical information shall not identify Company or any End User with specificity or by implication.

7. Term and Termination

7.1. The term of this Agreement will be as set forth in the signature page of this Agreement. If no term is specified in the signature page of this Agreement, the term of this Agreement will commence upon the Effective Date and will continue until terminated in accordance with this Agreement.

7.2. Billing Revolution may suspend its performance under this Agreement at any time upon notice to Company.

7.3. In addition to the termination rights of either party specified elsewhere in this Agreement, a party may terminate this Agreement with or without cause at any time upon reasonable notice to the other party.

7.4. On and after termination of this Agreement, (a) any provision which, by its nature or express terms should survive, including without limitation Sections 1, 6.1, 7.4, 8, 9, 10, 11, 12, and 13 hereof, will survive such termination; (b) any and all liabilities accrued prior to the effective date of the termination will survive; and (c) Billing Revolution will have no obligation to perform under this Agreement.

8. Intellectual Property. Company will not have any rights to the Platform, the Service, or any Billing Revolution Materials except as expressly granted in this Agreement, and Billing Revolution and its licensors reserve all right, title, and interest (including, without limitation, all intellectual property rights) in and to such properties. Billing Revolution grants to Company a nonexclusive, revocable right to use any Billing Revolution Materials for which Billing Revolution grants express permission within the Merchant Account Tool, solely for inclusion on the Company Service and solely for promoting Links and Products during the term of this Agreement. Company must not use, modify, copy, distribute, display, or make available any Billing Revolution Materials for any other purpose. Company must follow all guidelines for the use of the trademarks of Billing Revolution and its licensors, as those guidelines may change from time to time. The license granted in this Section 8 will terminate upon any termination of this Agreement. Billing Revolution may revoke the license granted in this Section 8 at any time by providing written notice to Company.

9. Confidentiality. Billing Revolution and Company each agree to retain in confidence all non-public information, trade secrets and know-how disclosed pursuant to this Agreement which is either designated as proprietary and/or confidential, or by the nature of the circumstances surrounding disclosure, should reasonably be understood to be confidential (the "Confidential Information"). Notwithstanding the foregoing, the terms and conditions of this Agreement, the Platform, the Service, the Company Service, all related documentation provided by either party to the other, and the results of all evaluations, use and testing of the Platform by the parties, shall constitute Confidential Information without need for any marking or designation. Each party agrees to: (a) preserve and protect the confidentiality of the other party's Confidential Information; (b) refrain from using the other party's Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except to employees, affiliates and agents as is reasonably required in connection with the exercise of its rights and obligations under this Agreement. Notwithstanding the foregoing, either party may disclose Confidential Information of the other party which is: (i) already publicly known; (ii) discovered or created by the receiving party without reference to the Confidential Information of the disclosing party; (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (iv) required to be disclosed by law or court order. Notwithstanding the foregoing, either party may disclose the existence and terms of this Agreement: (x) to legal counsel of the parties; (y) in confidence, to accountants, banks, and financing sources and their advisors solely for the purposes of a party's securing financing; or (z) in connection with the enforcement of this Agreement or rights under this Agreement. Within 10 days after receipt of a written request from a party, the other party shall return or destroy, at the other party's expense, all tangible and intangible manifestations of the requesting party's Confidential Information, and deliver to the requesting party a certification, in writing and signed by an officer of the other party, that such materials have been returned or destroyed, and their use discontinued.

10. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY PROVIDES WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PARTIES RESPECTIVE SERVICES, AND BOTH PARTIES SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, BILLING REVOLUTION PROVIDES NO WARRANTY TO END USERS OR COMPANY CUSTOMERS, VENDORS OR AGENTS PURSUANT TO THIS AGREEMENT AND ANY REPRESENTATION TO THE CONTRARY SHALL BE NULL AND VOID.

11. Indemnification.

11.1. By Billing Revolution. Billing Revolution shall indemnify, defend and hold harmless, at its own expense, Company and its affiliates, officers, directors, agents, employees, customers, successors and any assigns from and against any liability, damage, expense, loss, litigation costs or settlement payment, or other cost or payment (including reasonable outside attorneys' fees and costs) arising out of or related to a claim, suit, proceeding, or event ("Claim") to the extent such Claim arises from the breach by Billing Revolution of its obligations hereunder.

11.2. By Company. Company shall indemnify, defend and hold harmless, at its own expense, Billing Revolution and its affiliates, officers, directors, agents, employees, customers, successors and any assigns from and against any liability, damage, expense, loss, litigation costs or settlement payment, or other cost or payment (including reasonable outside attorneys' fees and costs) arising out of or related to a Claim to the extent arising from the breach by Company of its obligations hereunder.

11.3. The foregoing indemnity obligations are contingent upon the indemnified party: (i) notifying the indemnifying party promptly in writing of any such action, (ii) giving the indemnifying party control of the defense and/or settlement of such action (provided that the indemnified party shall have the right to approve any settlement or other disposal of a Claim); and (iii) giving the indemnifying party all reasonable information and assistance (at the indemnifying party's expense excluding time spent by the indemnified party's employees or consultants) in connection with such action.

12. Limitations of Liability. EXCEPT FOR THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS) OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF THE PARTY HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. EXCEPT FOR THE FEE PAYMENT, INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, EACH PARTY'S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY COMPANY TO BILLING REVOLUTION HEREUNDER DURING THE 3 MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.

13. Miscellaneous Provisions.

13.1. Changes to Billing Revolution Policies. Notwithstanding Section 13.10, Billing Revolution may modify any of its Billing Revolution Policies, at any time and in its sole discretion. In such event, Billing Revolution will provide Company with written notice (which written notice, for purposes of this Section 13.1, includes notice given by email to Company's email address on file) that the applicable policies have been modified. Such notice will either describe the modifications or direct Company to a URL at which Company may review the modified policies. All modifications will be deemed incorporated into this Agreement immediately upon receipt by Company of such notice. IF ANY MODIFICATION TO THESE TERMS AND CONDITIONS OR RELATED BILLING REVOLUTION POLICIES IS UNACCEPTABLE TO COMPANY, COMPANY'S ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. COMPANY'S CONTINUED USE OF THE SERVICE FOLLOWING A MODIFICATION AS DESCRIBED IN THIS SECTION 13.1 WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

13.2. Assignment. Neither party may assign its rights, duties, or obligations under this Agreement without the other party's prior written consent, except to a successor entity in connection with a merger, consolidation or sale of all or substantially all of such party's assets. If consent is given, this Agreement will bind the applicable party's successors and assigns. Any attempt by either party to transfer its rights, duties, or obligations under this Agreement except as expressly provided in this Agreement is void.

13.3. No Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party's right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

13.4. Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement (except with respect to monetary obligations) as a result of any cause or condition beyond such party's reasonable control (including, without limitation, any act or failure to act by the other party).

13.5. Cumulative Rights. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

13.6. Independent Parties. For the purposes of this Agreement, Billing Revolution and Company are independent contracting parties. Nothing in these Terms and Conditions will be construed as creating an agency relationship, an employer-employee relationship, a partnership, a joint venture, or an obligation to form any entity or any of the foregoing relationships between the parties.

13.7. Governing Law. This Agreement will be interpreted, construed and enforced in all respects in accordance with (a) the internal laws of the State of Washington, and (b) the federal laws of the United States of America.

13.8. Notice. Notices under this Agreement are sufficient if given by nationally recognized overnight courier service, certified mail (return receipt requested), facsimile with electronic confirmation, or personal delivery, at the addresses set forth for each party in the signature page to this Agreement. Notice is effective: (a) when delivered personally, (b) when sent by email (where email notice is authorized explicitly under these Terms and Conditions or in any applicable Billing Revolution Policies); (c) three business days after sending by certified mail, (d) on the business day after sending by a nationally recognized courier service, or (e) on the business day after sending by facsimile with electronic confirmation to the sender. A party may change its notice address by giving notice in accordance with this section.

13.9. Severability. If any term of this Agreement is held to be invalid, void or unenforceable, then the remaining terms of this Agreement will not be affected and will be valid and enforceable to the fullest extent permitted by law.

13.10. Entire Agreement. This Agreement represents the entire agreement between Billing Revolution and Company, and supersedes any other agreements between Billing Revolution and Company relating to the subject matter hereof. Any changes to this Agreement must be in writing and signed by each party.

Billing Revolution Service
Monthly Fee	$29.00
Set-Up Fee	$99
Per Transaction Fee*	$0.50