License Agreement

This License Agreement (“Agreement”) is between Propeller Impact, LLC, a Delaware limited liability company and registered commercial fundraiser for charitable purposes (“Impact”), and the organization listed on the signature page hereto (“Licensor”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Campaigns

(a) Our Change Foundation (“OCF”), a Delaware nonprofit corporation, has contracted with Impact to conduct one or more fundraising campaigns (each, a “Campaign”) for the benefit of Licensor. OCF is solely responsible for the distribution of funds, if any, to Licensor from the Campaigns. Licensor shall look solely to OCF for any funds from the Campaigns and holds Impact harmless from any and all claims or causes of action relating thereto.

(b) Impact will contract with its affiliate, Propeller Enterprises, a California benefit corporation (“Enterprises”), to provide online infrastructure (the “Platform”) through which Impact will conduct Campaigns for OCF for the benefit of Licensor. As part of the Campaign, Licensor will be granted access to the Platform, and the Use Restrictions set forth on Schedule A, which is hereby incorporated by reference into and forms part of this Agreement, shall apply.

(c) Enterprises also offers a monthly-donor membership program, Propeller Premier, as described in Schedule B (the “Program”). Impact will contract with Enterprises to build, operate, and provide the Program and related services to Licensor on Impact’s behalf, and Impact remains responsible to Licensor for those services in connection with providing the Program to Licensor pursuant to Schedule B, which is hereby incorporated by reference into and forms part of this Agreement. For purposes of this Agreement, references to the Platform shall include references to the Program.

2. Use of Name and Marks

To enable Impact to conduct the Campaigns for OCF, Licensor hereby licenses to Impact the right to use Licensor’s name, logo, and trademarks, and likenesses and photos or videos of Licensor’s personnel, organization, and descriptions of Licensor’s programs, and any other content or materials provided by or on behalf of Licensor to Impact or OCF for use in connection with the Campaign (collectively, “Marks”), in any media and in other materials Impact develops, solely for the purpose of Impact and its affiliates’ conduct of the Campaigns and for historical or archival purposes. This license is non-exclusive, worldwide, perpetual, and royalty-free. Prior to any public use of any Marks, Impact shall provide Licensor a sample of its intended use of the Marks in the form that it intends to use in connection with the Campaign (the “Representative Sample”). Once Licensor approves a Representative Sample, Impact may use the Marks without additional approvals, provided that Impact does not deviate from the Representative Sample in any material manner without Licensor’s prior written approval. Licensor shall respond promptly to all reasonable requests from Impact for instructions and information, and Licensor shall cooperate with Impact as necessary or desirable to enable Impact to conduct the Campaign, including without limitation by promptly providing Impact with marketing copy and assets, approvals, and the like.

3. Platform; Reservation of Rights

Licensor’s access to the Platform is pursuant to a non-exclusive, limited, non-assignable license to access and use the Platform for the purpose of the Campaign. The Platform is provided as is, and Impact reserves the right, in its sole discretion, for Enterprises to make any changes to the Platform, including without limitation removing or restricting access to certain features thereof. The Platform and all related software, content, and materials developed by Impact or Enterprises (excluding the Marks and any content supplied by or on behalf of Licensor) are and shall remain the sole property of Impact, Enterprises, or their licensors. Impact reserves all rights not expressly granted in this Agreement, and nothing in this Agreement grants Licensor any right, title, or interest in the Platform or in Impact’s or Enterprises’ other intellectual property. If Licensor provides any suggestions, comments, or other feedback regarding the Platform (“Feedback”), Impact and Enterprises may use the Feedback without restriction and without any obligation to Licensor.

4. Donor Data; Privacy

As between the parties, Impact shall be responsible for ensuring that end users of the Platform have agreed to, and are bound by, Enterprises’ posted Terms of Service and Privacy Policy governing such end user’s access and use of the Platform with respect to Enterprises’ collection and processing of end user data, as available at: https://www.propeller.la (collectively, and as may be amended from time to time in accordance with the terms thereof, the “End User Terms”). For clarity, end user data collected by Enterprises in its direct relationship with end users under the End User Terms shall not constitute Licensor’s data; however, Licensor will be permitted to collect and control donor personal information at the time a donor makes a donation to OCF through a page associated with Licensor. Each party shall be solely responsible for complying with its respective obligations under applicable laws and its respective collection, use, security, or other processing of end user data. Licensor may provide Impact with a link to its privacy policy to be included on any signup page associated with Licensor, and upon Licensor’s reasonable request, Impact shall cause Enterprises to include such link on such signup page(s). Licensor shall be solely responsible for the decision whether to require any end user privacy policy or terms, the content thereof, and compliance therewith. Each party agrees that end user data will be disclosed to the other party based on the applicable end user’s intentional direction to one party to disclose the end user data to the other party.

5. Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that it will comply with all applicable laws and agreements by which it is bound. Licensor further represents and warrants that it owns or has all rights necessary in the Marks and other materials it provides for the Campaigns and the Platform, and that Impact’s and Enterprises’ use of them as contemplated by this Agreement will not infringe or violate the rights of any third party.

6. Indemnification

Licensor hereby irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless Impact and Enterprises and their respective affiliates and all of their respective officers, directors, trustees, employees, and agents, from and against any and all claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) directly, indirectly, wholly, or partially arising from or in connection with (i) any act or omission of Licensor, its employees, or agents, in applying for or accepting any grant made to Licensor by OCF, in expending or applying the grant funds or in carrying out any project or program to be supported by any OCF grant, (ii) any violation by Licensor of any applicable law, rule, or regulation, (iii) Licensor’s breach of this Agreement, and (iv) the Marks or any prizes, experiences, or content supplied by or on behalf of Licensor, except to the extent arising from Impact’s or Enterprises’ gross negligence, intentional misconduct, or use of the Marks in violation of this Agreement. The party seeking indemnification (the “Indemnified Party”) shall promptly notify Licensor in writing of any claim for which it seeks indemnification; provided that a failure or delay in giving notice relieves Licensor of its obligations only to the extent it is actually and materially prejudiced by the failure. Licensor shall have the right to control the defense and settlement of the claim with counsel of its choice, and the Indemnified Party shall reasonably cooperate at Licensor’s expense. Licensor may not settle any claim in a manner that imposes any liability or obligation on, admits fault by, or fails to fully and unconditionally release, the Indemnified Party without the Indemnified Party’s prior written consent. The Indemnified Party may participate in the defense with its own counsel at its own expense; provided that, if Licensor fails to promptly assume the defense, the Indemnified Party may defend the claim, and Licensor shall bear and advance the reasonable cost of its counsel.

7. Disclaimer; Limitation of Liability

EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND IMPACT DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR RELIABLE. EXCEPT FOR A PARTY’S WILLFUL MISCONDUCT OR FRAUD, AND EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, HOWEVER ARISING. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES RECEIVED BY IMPACT IN CONNECTION WITH ALL CAMPAIGNS FOR LICENSOR DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8. Confidentiality

Each party’s “Confidential Information” means non-public or proprietary information disclosed by it to the other party that is marked or identified as confidential or that the recipient should reasonably understand to be confidential given its nature or the circumstances of disclosure. The recipient shall hold the disclosing party’s Confidential Information in confidence, shall not disclose it to third parties, and shall use it only as necessary to perform under this Agreement. These restrictions do not apply to information that (a) is or becomes publicly available through no fault of the recipient, (b) was already known to the recipient without obligation of confidentiality, (c) is received from a third party without restriction, or (d) is independently developed by the recipient without reference to the Confidential Information. The recipient may disclose Confidential Information to the extent required by law or by a court or governmental order, provided that it gives reasonable prior notice where legally permitted.

9. No Agency

Nothing in this Agreement shall be construed to make the parties agents of each other or partners, or to permit either party to incur any expense or bind the other to any obligation not specifically set forth herein.

10. Termination

(a) Either party may terminate this Agreement for convenience, for any reason or no reason, upon at least ninety (90) days prior written notice to the other party.

(b) Either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

(c) Either party may terminate this Agreement immediately upon written notice to the other party, if the other party or any of its affiliates or any of their respective owners, principals, officers, or directors: (A) is convicted of, pleads guilty or nolo contendere to, or is charged with or indicted for, any felony or any crime involving fraud, embezzlement, theft, dishonesty, or financial misconduct; (B) becomes the subject of any governmental or regulatory investigation or enforcement action, consent order, or cease-and-desist order; or (C) engages in any other conduct, act, or omission that creates or is reasonably likely to create material reputational, legal, regulatory, compliance, or business risk to the terminating party.

(d) Sections 2 (Use of Name and Marks), 3 (Platform; Reservation of Rights), 4 (Donor Data; Privacy), 6 (Indemnification), 7 (Disclaimer; Limitation of Liability), 8 (Confidentiality), and 12 (General Provisions) of this Agreement shall survive any termination hereof.

11. Entire Agreement; Amendment

This Agreement supersedes any prior oral or written understandings or communications between the parties and constitutes the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended or modified, except in a written document signed by both Impact and Licensor.

12. General Provisions

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, and any action arising under it shall be brought exclusively in the state or federal courts located in California. Neither party may assign this Agreement without the other party’s prior written consent, except that Impact may assign this Agreement to an affiliate or in connection with a merger or a sale of all or substantially all of its assets. The remedies provided in this Agreement are cumulative. No waiver of any provision is effective unless in writing, and no failure or delay in enforcing any provision operates as a waiver of that or any other provision. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original and all of which together constitute one instrument. All notices must be in writing and are effective upon personal delivery, upon confirmed email, or upon receipt if sent by courier or certified mail to the addresses set forth on the signature page. Enterprises is an intended third-party beneficiary of this Agreement.

Schedule A — Use Restrictions

A1. Use Restrictions. Licensor shall not use the Platform for any purpose beyond the scope of the access and use granted in this Agreement for the purpose of conducting the Campaign in the ordinary course of business. Without limiting the foregoing, Licensor shall not at any time, directly or indirectly: (i) copy, modify, translate, or create derivative works of the Platform, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to, or use the Platform for the benefit of, any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove or alter any proprietary notices from the Platform; (v) use the Platform to build an application or product that is competitive with the Platform; (vi) intentionally interfere or attempt to interfere with the proper working of the Platform or any activities conducted on the Platform; (vii) bypass any measures Enterprises may use to prevent or restrict access to the Platform (or other accounts, computer systems or networks connected to the Platform); or (viii) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

A2. Suspension. Notwithstanding anything to the contrary in the Agreement, Enterprises may suspend Licensor’s access to any portion or all of the Platform if: (i) Enterprises reasonably determines that (A) there is a threat or attack on any of the Platform; (B) Licensor’s use of the Platform disrupts or poses a security risk to the Platform or to any other customer or vendor of Enterprises; (C) Licensor is using the Platform for fraudulent or illegal activities or in violation of the Enterprises Terms of Service or similar agreement or policy then in effect (including without limitation in violation of any restrictions on acceptable content); (D) Enterprises’ provision of the Platform to Licensor is prohibited by applicable law; or (ii) any vendor of Enterprises has suspended or terminated its access to or use of any third-party services or products required to enable Licensor to access the Platform (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Impact shall use commercially reasonable efforts to provide written notice of any Service Suspension to Licensor and to provide updates regarding resumption of access to the Platform following any Service Suspension. Neither Impact nor Enterprises will have any liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Licensor may incur as a result of a Service Suspension.

Schedule B — Premier Program Terms

B1. The Program. The “Program” is a monthly donor membership program under which donors who make recurring donations to OCF for the benefit of Licensor receive membership in Propeller Premier and earn points and rewards. As described in Section 1, Impact will contract with its affiliate Propeller Enterprises (“Enterprises”) to build, operate, and provide the Program and related services to Licensor on Impact’s behalf, and Impact remains responsible to Licensor for those services.

B2. Program Services. Impact (through Enterprises) will build and host a branded donor-club page; create content and manage email, social, and paid promotion; provide donor support and reward fulfillment; administer any sweepstakes as may be made available by Enterprises from time to time; and provide reporting through a dashboard and a quarterly performance review; and provide strategy recommendations on rewards and donor engagement. Impact targets a 7 to 14 business-day build-to-launch timeline from intake, subject to Licensor’s responsiveness and provision of assets.

B3. Licensor Responsibilities. Licensor will provide impact updates to the donor community (monthly recommended, quarterly minimum); provide Impact with organizational information (including its EIN) and brand assets; respond to approval requests within seven (7) business days; and, where Licensor elects to offer rewards or prizes, supply and deliver the applicable prizes, experiences, and approved Marks.

B4. Rewards. Member rewards provided by Licensor are optional but highly encouraged for Program success.

B5. Sweepstakes. Any sweepstakes is optional and will be administered by Enterprises as sponsor or administrator. Impact is responsible for the legal compliance of each sweepstakes Enterprises administers, including official rules, a free alternative method of entry of equal dignity (no purchase or donation required, with equal odds for paid and free entries), and any required state registrations or bonds. Notwithstanding Section 6 (Indemnification), Licensor’s indemnity does not extend to liabilities arising from the design or legal compliance of a sweepstakes administered by Impact or Enterprises; Licensor remains responsible for and shall indemnify Impact for any prizes, experiences, content, and Marks supplied by or on behalf of Licensor, in accordance with Section 6.

B6. Funds Flow; Fees. Donations are made to OCF as the recipient charity and are held by OCF in a segregated account. Consistent with Section 1, OCF retains discretion and control over the funds and may grant funds for the benefit of Licensor, subject to OCF’s variance power. Licensor shall look solely to OCF for any grant. Following payment processing, OCF retains 2% as a platform fee and Impact receives 15% for its fundraising and platform services, and the balance is granted by OCF, intended for the benefit of Licensor, in accordance with OCF’s grant policies. There are no upfront costs to Licensor. The handling, timing, and accounting of funds are governed by Impact’s separate agreement with OCF.

B7. Donor Disclosures; Tax Receipts. At the point of solicitation, Impact will provide the disclosures required by applicable charitable-solicitation law. OCF, as the recipient charity, will issue donor tax receipts, including any quid pro quo disclosure required under Internal Revenue Code Section 6115.

B8. Compliance; Automatic Renewal. Impact (through Enterprises) is responsible for administering donor enrollment, recurring billing, renewal, and cancellation in compliance with applicable automatic-renewal and continuous-service laws.

B9. Exclusivity. During the Program Term and for twelve (12) months from the Program launch date, Licensor will not launch, operate, or promote a monthly-donor or recurring-giving program through any third-party culture-driven or fan-driven donor-acquisition platform that competes with the Program. The foregoing shall not be construed to restrict Licensor’s own independently operated fundraising, general donation processors, or other non-competing tools. This Section will survive any termination of this Schedule B or the Agreement, unless Impact terminates this Schedule B or the Agreement without cause.

B10. Program Term. The Program begins on its launch date and continues for twelve (12) months, renewing for successive twelve (12) month terms unless either party gives at least sixty (60) days’ written notice of non-renewal. Either party may terminate this Schedule B and Licensor’s participation in the Program on ninety (90) days’ written notice. Either party may terminate this Schedule B or the entire Agreement in accordance with Section 10. This Schedule B terminates automatically upon termination of the Agreement. Termination of this Schedule B or the Agreement shall not relieve Licensor from delivering and fulfilling any rewards, prizes, experiences, or the like that were committed to by Licensor prior to termination.

B11. Wind-Down. Upon termination of the Program:

(a) Recurring donations will continue to be processed through the termination date, after which Impact (through Enterprises) will cease initiating new recurring charges associated with Licensor and will disable the recurring billing associated with Licensor’s donors. Each donor’s recurring donation for the benefit of Licensor will be canceled. Impact will not transfer, migrate, or redirect any donor, donation, or donor relationship to another cause or program. A donor who wishes to continue recurring giving must independently elect to subscribe to another cause available on the Platform or to any program Licensor may operate elsewhere.

(b) Impact will notify Licensor’s enrolled donors of the discontinuation of the Program as it relates to Licensor, on or before the effective date of termination, or promptly thereafter if prior or contemporaneous notice is impracticable.

(c) The disposition of donor points and Premier membership will be as set forth in the End User Terms. Points and membership have no cash value and are non-transferable, as set forth in the End User Terms.

(d) Donations collected by OCF for the benefit of Licensor on or before the effective date of termination will be handled, and any resulting grants made by OCF, in the ordinary course and on OCF’s normal disbursement timeline. Licensor shall look solely to OCF for any such grant. No further donations will be collected or granted for the benefit of Licensor after termination.

(e) Impact promptly will remove Licensor’s branded donor-club page and cease active use of Licensor’s Marks in connection with the Program, except for the perpetual historical and archival use authorized under Section 2, which survives.

(f) Where Licensor has elected to offer rewards or prizes, Licensor shall supply and deliver any rewards or prizes earned by members on or before the effective date of termination, in accordance with the terms of supply and delivery as agreed by Licensor, notwithstanding termination of the Program.

(g) Termination does not affect either party’s rights in donor personal information already collected. Licensor may retain the donor personal information it collected under Section 4, and Impact and Enterprises will retain donor personal information in accordance with the End User Terms and applicable law. Impact and Enterprises will have no obligation to provide, and Licensor will have no right to receive, personal information relating to donors at any time after the effective date of termination.