1. Agreement structure
This Client/Nonprofit Agreement is between Nakea Consulting, LLC, 1567 29th Ave W, Seattle, WA 98199 and the organization that accepts it ("Client"). It incorporates the applicable order form, Terms of Service, Data Processing Addendum, Acceptable-Use and Prohibited-Campaign Policy, Official Contest Rules, Privacy Policy, and Refund and Cancellation Policy.
An order form may identify organization-specific services, fees, features, support, term, or other commercial terms. If an order form conflicts with this Agreement, the order form controls only for the organization-specific subject it expressly addresses. The Data Processing Addendum controls for processing of Client Personal Data.
2. Eligibility and authority
Client represents that it is a valid organization authorized to fundraise, the accepting person is authorized to bind it, and all legal-name, tax-status, registration, address, banking, campaign, and contact information supplied to RaiseRace and Stripe is accurate and current.
Unless RaiseRace approves otherwise in writing after compliance review, Client must be a verified U.S. tax-exempt nonprofit eligible to receive the donations it solicits through RaiseRace.
3. Service and license
Subject to this Agreement and payment of applicable fees, RaiseRace grants Client a limited, non-exclusive, non-transferable right during the term to access and use the service for Client’s lawful fundraising activities. Client may authorize personnel and fundraisers to use the service on its behalf and remains responsible for their compliance.
Client may not resell, sublicense, reverse engineer, copy, disrupt, circumvent security or fees, access another tenant’s data, conduct unauthorized testing, or use the service to provide a competing hosted service.
4. Client responsibilities
- Maintain required charitable-solicitation registrations, exemptions, disclosures, permits, and tax status in each applicable jurisdiction.
- Use donations for the stated lawful purpose and disclose material changes, restrictions, cancellations, or inability to perform.
- Review and approve campaign content, contest rules, participant permissions, accessibility, youth permissions, receipts, tax statements, and donor communications.
- Handle donor support, refunds, disputes, fraud evidence, complaints, and regulator inquiries within applicable deadlines.
- Protect administrator access, use appropriate authentication, and promptly report unauthorized access or misuse.
- Comply with privacy, marketing, sanctions, anti-corruption, consumer-protection, tax, contest, and payment-network requirements applicable to Client’s activities.
5. Stripe, funds flow, and fees
Client will create or connect its own Stripe account through an approved Stripe flow. Client is the merchant of record. Stripe receives payment credentials, processes direct charges, deducts its fees, manages payouts, and may impose reserves, requirements, or restrictions under its agreement with Client. RaiseRace does not hold or split donated funds.
Unless an order form states a different contracted rate, Client authorizes a RaiseRace application fee equal to 2.5% of each successfully collected donation processed through RaiseRace. Stripe processing fees and other third-party charges are separate. RaiseRace may deduct its application fee through Stripe at the time of payment.
Optional donor transaction-cost coverage must remain a separate, unchecked choice. Approved refunds return the RaiseRace application fee in full or proportionally, as applicable. Client is responsible for processor fees, chargebacks, disputes, negative balances, taxes, and amounts owed under this Agreement.
6. Client content and data
Client retains ownership of Client content and Client data. Client grants RaiseRace the rights reasonably necessary to host, process, transmit, format, secure, support, and display that content and data to provide the service. Client represents that it has all required rights, notices, permissions, and lawful bases.
RaiseRace may use aggregated or de-identified information that does not identify Client, donors, or participants to operate, secure, analyze, and improve the service. The Data Processing Addendum governs Client Personal Data processed on Client’s behalf.
7. Confidentiality
Each party will protect the other party’s nonpublic business, technical, security, financial, and personal information using reasonable care and will use it only to perform or exercise rights under the Agreement. Confidential information excludes information lawfully known without restriction, independently developed, publicly available without breach, or rightfully received from another source.
A party may disclose confidential information when legally required after giving notice where permitted. These obligations continue for three years after disclosure, except trade secrets and personal information remain protected for as long as required by law.
8. Warranties and disclaimers
Each party represents that it has authority to enter this Agreement and will comply with laws applicable to its performance. RaiseRace warrants that it will provide the service in a professional and workmanlike manner. Client’s exclusive remedy for breach of this warranty is re-performance or, if RaiseRace cannot re-perform, termination of the affected service and refund of prepaid unused subscription fees, if any.
EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, RAISERACE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RAISERACE DOES NOT GUARANTEE FUNDRAISING RESULTS, UNINTERRUPTED SERVICE, CONTEST OUTCOMES, STRIPE APPROVAL, PAYMENT AUTHORIZATION, OR PAYOUT TIMING.
9. Indemnification
RaiseRace will defend Client against a third-party claim that the unmodified RaiseRace service, when used as authorized, infringes a U.S. patent, registered copyright, or registered trademark, and will pay finally awarded damages or an approved settlement. RaiseRace may modify or replace the affected service or terminate it and refund prepaid unused subscription fees. This obligation does not apply to Client content, Client instructions, combinations not supplied by RaiseRace, unauthorized modifications, or continued use after notice.
Client will defend and indemnify RaiseRace and its affiliates, officers, employees, and agents against third-party claims, damages, penalties, costs, and reasonable attorneys’ fees arising from Client’s campaigns, contests, content, data, solicitations, communications, tax representations, use or misuse of funds, violation of law, breach of this Agreement, or infringement of third-party rights.
The indemnified party must provide prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. A settlement may not admit fault by or impose obligations on the indemnified party without its written consent.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING FROM OR RELATING TO THE AGREEMENT.
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF $1,000 OR THE FEES PAID OR PAYABLE BY CLIENT TO RAISERACE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. LIABILITY FOR BREACH OF CONFIDENTIALITY OR DATA-PROTECTION OBLIGATIONS IS CAPPED AT TWO TIMES THAT AMOUNT.
RAISERACE’S TOTAL AGGREGATE LIABILITY FOR ITS INTELLECTUAL-PROPERTY INDEMNITY OBLIGATIONS UNDER SECTION 9 WILL NOT EXCEED THE GREATER OF $25,000 OR TWO TIMES THE FEES PAID OR PAYABLE BY CLIENT TO RAISERACE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
The general and enhanced caps do not apply to Client’s indemnification obligations, either party’s payment obligations, fraud, willful misconduct, deliberate infringement or misuse of the other party’s intellectual property, or liability that cannot lawfully be limited. RaiseRace’s intellectual-property indemnity remains subject to the separate cap stated above.
11. Term, suspension, and termination
This Agreement begins when Client accepts it and continues while Client uses the service unless an order form states a fixed term. Either party may terminate a month-to-month service on 30 days’ written notice. A fixed-term order renews only as stated in its order form.
Either party may terminate for an uncured material breach after 30 days’ written notice, or after 10 days for nonpayment. RaiseRace may suspend service immediately for suspected fraud, security risk, prohibited activity, legal or provider requirements, or material harm, and will restore access when the basis is resolved where reasonably practicable.
After termination, Client may request a standard export of available Client data for 30 days unless access is prohibited by law, security needs, nonpayment, or provider restrictions. RaiseRace may thereafter delete or de-identify Client data, subject to legal, accounting, security, fraud-prevention, backup, and dispute-retention requirements. Accrued payment, confidentiality, indemnity, liability, and record-retention obligations survive.
12. Support and service changes
Standard support is available through support@nakeadigital.com or +1 888-625-3230. Unless an order form states otherwise, RaiseRace does not provide a contractual uptime or response-time service-level agreement. RaiseRace may maintain and update the service and will not materially reduce its core paid functionality during a fixed order term without providing a commercially reasonable alternative or termination right.
13. Disputes and general terms
Before filing a claim, the parties will give written notice describing the dispute and attempt in good faith to resolve it for 30 days. Either party may request non-binding mediation, seek eligible small-claims relief, or seek urgent injunctive relief for security, confidentiality, or intellectual-property matters.
This Agreement is governed by Washington law, without regard to conflict-of-law principles. Court proceedings must be brought exclusively in the state or federal courts located in King County, Washington, and each party consents to jurisdiction and venue there.
The parties are independent contractors. Neither party may bind the other. Neither party is liable for delay caused by events beyond its reasonable control, except payment obligations. Client may not assign the Agreement without RaiseRace’s consent; RaiseRace may assign it in connection with a merger, reorganization, financing, or sale of its business or assets. Electronic acceptance and signatures are binding. Notices may be delivered electronically or to the addresses in the order form.