Inspired Member Inc.

Terms of Service

Last Updated: September 2, 2026

These Terms of Service (these “Terms”) govern Client’s access to and use of the Platform (defined below) provided by Inspired Member, Inc., a Delaware corporation (“Inspired”). These Terms, together with any applicable Service Agreement, Ancillary Agreements, the Documentation, and the Privacy Policy (collectively, the “Agreement”), form the complete agreement between Inspired and Client regarding the Platform, except where expressly supplemented or superseded by a separately executed master services agreement or data processing addendum.

By accessing or using the Platform, implementing Inspired on any third-party platform (including Shopify), executing a Service Agreement that references these Terms, or by selecting an “I agree” or similarly worded control, Client agrees to be bound by these Terms. If Client is an entity, the individual accepting these Terms represents and warrants that such individual has the authority to bind the entity, and all references to “Client” refer to such entity. If Client is a natural person, all references to “Client” refer to such individual personally.

IMPORTANT NOTICE: THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION (SECTION 15.2) AND A CLASS ACTION WAIVER (SECTION 15.2) THAT AFFECT CLIENT’S LEGAL RIGHTS. BY ACCEPTING THESE TERMS, CLIENT AGREES THAT DISPUTES WILL BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. CLIENT MAY OPT OUT OF THE ARBITRATION PROVISION WITHIN THIRTY (30) DAYS OF FIRST ACCEPTING THESE TERMS BY FOLLOWING THE PROCEDURE SET FORTH IN SECTION 15.2.

Order of Precedence. In the event of conflict among the components of the Agreement, the following order of precedence applies (highest to lowest): (1) the applicable Service Agreement; (2) Ancillary Agreements; (3) these Terms; (4) the Data Processing Addendum (available at inspired.com/dpa); (5) the Documentation; and (6) the Privacy Policy.

1. Definitions

Capitalized terms used in these Terms have the meanings set forth below or where first defined in context:

1.1. “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

1.2. “Ancillary Agreements” means any product-specific, service-specific, or implementation-specific agreements, terms, or addenda that supplement the Agreement, including API agreements, integration agreements, professional services agreements, data processing addenda, and any other ancillary terms that Inspired makes available and that Client accepts or executes in connection with specific Services or Implementations. Each Ancillary Agreement is incorporated into and governed by these Terms except to the extent it expressly provides otherwise.

1.3. “Client” means the entity or individual that accesses or uses the Platform, distributes, embeds, promotes, or otherwise makes the Platform or Inspired Gifts available within its digital or physical environment. Client includes, without limitation, ecommerce merchants, third-party platform companies, loyalty programs, event partners, marketing partners, other third-party service providers, and individual users who access or use the Platform for personal or commercial purposes. Client is the entity or individual identified in the applicable Service Agreement or that has accepted these Terms.

1.4. “Client Content” means all data, information, materials, trademarks, logos, and other content that Client provides, uploads, or makes available to Inspired or the Platform in connection with Client’s use of the Platform, excluding Usage Data and Transaction Data.

1.5. “Confidential Information” means all non-public information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Inspired’s Confidential Information includes, without limitation, all non-public aspects of the Platform, the Services, Inspired Materials, pricing, business strategies, algorithms, source code, technical specifications, security measures, and trade secrets. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known to the receiving party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

1.6. “Documentation” means Inspired’s user guides, acceptable use policies, implementation guides, pricing or fee schedules, API documentation, and other information and materials describing or related to the Platform, as modified by Inspired from time to time and made available through the Platform or otherwise.

1.7. “Donation Gift” or “Donation” means the underlying donor-sponsored charitable contribution allocated to an IRS-registered 501(c)(3) public charity in connection with an Inspired Gift. Neither Inspired nor Client funds, holds, manages, or disburses Donations.

1.8. “Effective Date” means the earlier of: (a) the date Client first accesses or uses the Platform; or (b) the effective date specified in the applicable Service Agreement.

1.9. “Fees” means all amounts payable by Client to Inspired under the applicable Service Agreement or as otherwise set forth in the Documentation, which may include subscription fees, campaign-based fees, volume-based fees, usage-based fees, implementation fees, and professional services fees.

1.10. “Implementation” means any method through which Client accesses or distributes the Platform, including embedded experiences, widgets, scripts, static Gift Links, QR codes, email campaigns, supported API access, Shopify integration, and other implementations as described in the Documentation.

1.11. “Inspired Gift” means a Platform-enabled gifting experience made available to a User, which allows the User to allocate a Donation to an eligible charity.

1.12. “Inspired Materials” means the Platform, Documentation, Inspired’s technology, software, methodologies, algorithms, designs, processes, know-how, trade secrets, and all other proprietary materials made available or used in connection with the Services, together with all modifications, improvements, and derivative works thereof.

1.13. “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, database rights, and all other intellectual property rights, whether registered or unregistered, and all applications and registrations therefor, worldwide.

1.14. “Platform” means Inspired’s proprietary gifting platform, including all associated software, APIs, tools, user interfaces, and technology through which the Services are delivered.

1.15. “Privacy Policy” means Inspired’s privacy policy as published at inspired.com/privacy, as updated from time to time.

1.16. “Qualifying Action” means a purchase, offer acceptance, campaign interaction, engagement event, or other activity designated by Inspired or agreed in the Service Agreement that may trigger the availability of a Donation Gift.

1.17. “Service Agreement” means a written ordering document or order form executed between Inspired and Client that references these Terms and sets forth deal-specific details such as pricing, term, Implementation specifics, and volume estimates.

1.18. “Services” means the services provided by Inspired through the Platform, as more particularly described in the Documentation and the applicable Service Agreement.

1.19. “Third Party Services” means any third-party products, services, platforms, applications, integrations, plug-ins, APIs, content, or websites that interoperate with, connect to, or are used in connection with the Platform, including Shopify, payment processors, charity platforms, donor management systems, CRM integrations, analytics tools, and any other third-party systems, whether or not made available through or referenced in the Documentation.

1.20. “Transaction Data” means data relating to transactions, actions, or other qualifying activities completed by Users within Client’s environment, whether or not connected to a specific campaign.

1.21. “Usage Data” means aggregated and analytical data about the use of the Platform by Client, Users, and other platform participants, including engagement metrics, conversion rates, performance data, and Platform usage patterns.

1.22. “User” means an end user or customer of Client who interacts with the Platform (e.g., to select a cause and allocate a Donation Gift).

2. Platform and Services

2.1. License Grant. Subject to Client’s compliance with the Agreement, Inspired grants Client a non-exclusive, non-transferable, non-sublicensable, limited, revocable license during the Term to access and use the Platform solely in accordance with the Agreement and the Documentation. This license is limited to Client’s internal business purposes and the scope specified in the applicable Service Agreement.

2.2. Platform Description. Inspired operates a gifting platform enabling donor-sponsored gifting experiences. Client may access the Platform through the Implementations specified in the applicable Service Agreement. Users interact with the Platform to select a cause and allocate a Donation Gift. All Donation Gifts are funded by independent third-party donors and are made available to Users upon completion of a Qualifying Action. Donations are paid directly by donor sponsors to IRS-registered 501(c)(3) public charities.

2.3. Documentation License. Inspired grants Client a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for Client’s internal business purposes in connection with its authorized use of the Platform.

2.4. Reservation of Rights. All rights not expressly granted herein are reserved by Inspired. Nothing in the Agreement grants, by implication, estoppel, or otherwise, any right, title, or interest in or to the Inspired Materials, the Platform, or any Intellectual Property Rights therein. Except for the limited licenses expressly granted herein, nothing in the Agreement grants Client any right, title, or interest in or to any of Inspired’s Intellectual Property Rights.

2.5. Updates and Modifications. Inspired reserves the right to update, modify, enhance, discontinue, degrade, or otherwise change the Platform, or any features or functionality thereof, at any time in its sole discretion, with or without notice to Client or Users. Without limiting the foregoing, Inspired may remove, disable, or reduce the scope of any feature, functionality, or integration at any time. Inspired makes no guarantee, representation, or warranty regarding the availability of any particular feature or functionality, whether currently offered or contemplated for future release. Client acknowledges that the Platform is provided on an “as available” basis with respect to features and functionality, and that Inspired has no obligation to develop, maintain, or release any future features, updates, or enhancements.

2.6. Suspension. Inspired may, in its sole discretion, suspend or limit Client’s access to all or any portion of the Platform, without liability or advance notice, if Inspired determines, in its sole discretion, that: (a) Client has breached or is likely to breach the Agreement; (b) Client’s use poses a security risk to the Platform or any third party; (c) Client’s account is overdue; (d) suspension is necessary to comply with applicable law or court order; or (e) continued access could subject Inspired to liability. Inspired will make commercially reasonable efforts to provide advance notice of any suspension, but may act immediately where required by security, legal, or compliance concerns. No Fees shall be refunded or credited during any period of suspension caused by Client’s acts or omissions.

2.7. Service Control. As between the parties, Inspired has and retains sole control over the operation, provision, maintenance, and management of the Platform and Inspired Materials. Inspired may engage subcontractors to perform any of its obligations hereunder, provided that Inspired remains responsible for such subcontractors’ compliance with the Agreement.

2.8. Users and Privacy. Use of the Platform by any User is subject to the User’s acceptance of Inspired’s Privacy Policy. Inspired may collect and use information provided by Users via the Platform in accordance with the Privacy Policy, both during and after the Term. Client may not share User data with charities or third parties through the Platform; any sharing of User data with a charity is managed solely by Inspired. Client remains solely responsible for complying with all applicable privacy and marketing laws in connection with Client’s own operations.

2.9. Third-Party Platform Implementations. Where Client accesses or distributes the Platform through Shopify or other Third Party Services: (a) Inspired is solely responsible for the Platform; (b) the provider of such Third Party Services has no liability for any fault in the Platform or harm resulting from its installation or use; (c) the provider of Third Party Services cannot provide assistance with the Platform; and (d) as between the provider of such Third Party Services and Inspired and subject to any limitations set forth in this Agreement, Inspired is solely responsible for liabilities arising from access to or use of the Platform. For Shopify integrations specifically, Client’s store must primarily serve U.S.-based customers and have its primary currency set to U.S. Dollars (USD). Inspired may decline, suspend, or disable any integration where these requirements are not met.

2.10. Third Party Services.

(a) The Platform may interoperate with, integrate with, or allow connections to Third Party Services. Client’s use of any Third Party Services is at Client’s sole risk and is governed exclusively by the terms and conditions of such Third Party Services. Inspired does not control, endorse, sponsor, or assume responsibility for any Third Party Services.

(b) INSPIRED MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD PARTY SERVICES, INCLUDING THEIR AVAILABILITY, RELIABILITY, SECURITY, ACCURACY, COMPLETENESS, OR QUALITY. INSPIRED DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY SERVICES, INCLUDING ANY DAMAGE, LOSS, OR HARM ARISING FROM CLIENT’S USE OF OR RELIANCE ON THIRD PARTY SERVICES.

(c) Inspired does not guarantee that the Platform will continue to interoperate with any Third Party Services, and Inspired may, in its sole discretion, discontinue, suspend, or modify any integration with any Third Party Services at any time without notice or liability to Client. Changes made by third-party providers to their services may affect the availability or functionality of integrations, and Inspired has no obligation to update, modify, or maintain any integration to accommodate such changes.

(d) Client is solely responsible for: (i) evaluating and selecting any Third Party Services used in connection with the Platform; (ii) complying with the terms and conditions of all Third Party Services; and (iii) ensuring that Client’s use of Third Party Services does not violate the Agreement or applicable law. Any exchange of data between the Platform and Third Party Services is at Client’s sole direction and risk.

(e) If a Third Party Service ceases to be available or compatible with the Platform, Inspired shall have no liability to Client, and such cessation shall not constitute a breach of the Agreement, a deficiency in the Platform, or a basis for any refund, credit, or claim of any kind.

3. Use Restrictions and Client Obligations

3.1. Use Restrictions. Client shall not, and shall not permit any third party to, directly or indirectly:

(a) copy, modify, adapt, translate, or create derivative works of the Platform or Inspired Materials;

(b) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform or any component thereof;

(c) sell, resell, sublicense, lease, rent, loan, distribute, publish, transfer, or otherwise make the Platform available to any third party, or include the Platform in a service bureau, outsourcing, or time-sharing arrangement;

(d) access or use the Platform to build, assist in building, or support a competitive product, service, or offering, or to conduct competitive analysis, benchmarking, performance evaluation, or any other evaluation for purposes competitive to Inspired’s business;

(e) conduct or authorize any load testing, penetration testing, vulnerability scanning, or similar security testing of the Platform without Inspired’s prior written consent;

(f) use the Platform to store or transmit any viruses, worms, Trojan horses, malicious code, or other harmful components;

(g) use the Platform to store or transmit content that is infringing, defamatory, deceptive, obscene, or otherwise unlawful;

(h) interfere with or disrupt the integrity, security, or performance of the Platform or any related systems or networks;

(i) attempt to gain unauthorized access to the Platform, any related systems, or other accounts;

(j) remove, obscure, or alter any proprietary notices, labels, or marks on or in the Platform or Inspired Materials;

(k) exceed the scope of access granted under the applicable Service Agreement or these Terms;

(l) use the Platform in connection with products, services, or content involving firearms, weapons, ammunition, tobacco, drugs, gambling, adult content, or other categories that Inspired determines, in its sole discretion, conflict with Inspired’s mission or are harmful to Inspired’s reputation, Users, or charitable partners; or

(m) use any automated means (including bots, scrapers, or crawlers) to access, collect data from, or interact with the Platform, except through Inspired-provided APIs used in accordance with the Documentation.

3.2. Client Responsibilities. Client shall: (a) comply with all applicable laws, rules, and regulations in connection with its use of the Platform, including consumer protection, data protection, and charitable solicitation laws; (b) maintain the accuracy and completeness of all Client Content; (c) be solely responsible for all activity occurring under Client’s account; (d) maintain required program attribution and disclosures (including “Powered by Inspired” or similar language) as specified in the Documentation, and not remove, obscure, or materially alter such disclosures; (e) not alter or misrepresent Inspired’s disclosures, disclaimers, or messaging in any way that could mislead Users about the source, funding, or nature of Donation Gifts; and (f) not imply that Client funds any Donation Gifts.

3.3. Prohibited Manipulation. Client shall not artificially generate, simulate, incentivize, or manipulate User activity for the purpose of triggering, increasing, or misusing Donation Gift availability or redemption. This includes, without limitation, automated traffic, bots, repeated self-redemptions, fabricated campaigns, or other forms of gaming or abuse. Inspired reserves the right to audit, suspend, disable, or revoke access where such activity is suspected or detected, without liability to Client.

3.4. Gift Link Requirements. Where Client uses static Gift Links or other standalone distribution methods: (a) Inspired Gifts may not be misrepresented as cash equivalents, rebates, coupons, or direct payments; (b) Inspired Gifts may not be resold, bundled for resale, or offered as consideration in exchange for payment unless expressly authorized by Inspired in writing; (c) Gift Links may not be used in connection with unlawful, misleading, or deceptive marketing practices; and (d) Inspired reserves the right to disable or invalidate Gift Links distributed in violation of the Agreement.

3.5. Export Compliance. Client shall not, directly or indirectly, export, re-export, or transfer any technical data or materials acquired from Inspired, or any products utilizing such data or materials, in violation of applicable export control laws and regulations, including United States export laws and regulations.

4. Intellectual Property and Data Rights

4.1. Inspired Ownership. As between the parties, Inspired exclusively owns and retains all right, title, and interest in and to the Platform, the Inspired Materials, Usage Data, Transaction Data, Resultant Data (defined below), and all Intellectual Property Rights therein. Client acknowledges that the Platform and Inspired Materials constitute Inspired’s valuable trade secrets and proprietary information.

4.2. Resultant Data. All data and information relating to Client’s or Users’ use of the Platform that is used by Inspired in an aggregate and anonymized manner, including statistical and performance information related to the provision and operation of the Platform (“Resultant Data”), is exclusively owned by Inspired. Client unconditionally and irrevocably assigns to Inspired all right, title, and interest in and to all Resultant Data, including all Intellectual Property Rights therein.

4.3. Usage Data and Transaction Data License. Client hereby grants Inspired a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, display, and create derivative works from aggregated and de-identified Usage Data and Transaction Data for any lawful business purpose, including product improvement, analytics, research, benchmarking, and marketing. This license survives termination or expiration of the Agreement.

4.4. Client Content. Client retains ownership of Client Content. Client grants Inspired a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute Client Content solely to the extent necessary to provide the Services and as otherwise permitted under the Agreement. Client represents and warrants that Client Content does not infringe any third-party rights.

4.5. Feedback. If Client or any of its personnel provides any feedback, suggestions, comments, ideas, or recommendations regarding the Platform or Services (“Feedback”), Client hereby irrevocably assigns to Inspired all right, title, and interest in and to all Feedback, including all worldwide Intellectual Property Rights therein, and waives any moral rights therein. Inspired may use Feedback for any purpose without restriction, attribution, or compensation. All Feedback is non-confidential regardless of any marking or designation.

5. Non-Circumvention

5.1. Restriction. During the Term and for two (2) years following termination or expiration of the Agreement, Client shall not, directly or indirectly, use the Platform, Inspired Materials, Confidential Information, or any knowledge gained through use of the Platform to develop, build, operate, market, or assist any third party in developing, building, operating, or marketing a service, platform, or product that replicates, imitates, or competes with Inspired’s donor-sponsored gifting model or engagement-based gifting platform.

5.2. Carve-Out. Section 5.1 does not restrict Client from independently working with other charitable donation or cause-marketing providers, provided that Client does not access or use Inspired’s Confidential Information, Inspired Materials, or proprietary methodologies in connection therewith.

6. Fees and Payment

6.1. Fees. Client shall pay all Fees specified in the applicable Service Agreement. Fees may include subscription fees, campaign-based fees, volume-based fees, usage-based fees, implementation fees, and/or professional services fees. Except as expressly set forth in a Service Agreement, all Fees are: (a) due and payable in advance; (b) non-cancelable; and (c) non-refundable. Commitments, including term length and minimum volumes, cannot be decreased during the Term.

6.2. Fee Changes. Inspired may amend the Fees or payment terms applicable to the Services upon forty-five (45) days’ written notice to Client. A change to Fees does not apply to rates expressly fixed in a signed Service Agreement for the duration of that Service Agreement’s then-current term. Client’s continued use of the Platform after the effective date of any fee change constitutes acceptance of the revised Fees.

6.3. Invoicing and Payment. Unless otherwise specified in the Service Agreement, Fees are invoiced monthly and due within thirty (30) days of the invoice date. For Shopify integrations, billing may occur through Shopify Billing in accordance with Shopify’s billing policies. Uninstalling the Shopify app does not waive any accrued Fees or outstanding payment obligations.

6.4. Late Payment. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less), calculated from the due date until the date of actual payment. Client shall reimburse Inspired for all costs of collection, including reasonable attorneys’ fees, court costs, and collection agency fees.

6.5. Taxes. All Fees are exclusive of taxes. Client is responsible for all sales, use, value-added, withholding, and other taxes and government charges (excluding taxes based solely on Inspired’s net income). If Inspired is required to collect or pay any such taxes, Client shall pay such amounts in addition to the Fees. Client shall not withhold any taxes from amounts due to Inspired.

6.6. Suspension for Non-Payment. In addition to, and without limiting, the suspension rights set forth in Section 2.6, if Client’s account is overdue, Inspired may suspend the Services without prior notice and without liability, until all outstanding amounts, including accrued interest, are paid in full.

6.7. Disputes. Client shall notify Inspired in writing of any disputed Fees within thirty (30) days of the applicable invoice date, providing reasonable detail of the basis for the dispute. The parties shall work in good faith to resolve such disputes. Upon expiration of such thirty (30) day period, Client waives its right to dispute any Fees invoiced. Client shall continue to pay all undisputed amounts during any dispute.

7. Confidentiality

7.1. Obligations. The receiving party shall: (a) hold the disclosing party’s Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted herein; (c) use such Confidential Information solely for the purposes of exercising its rights or performing its obligations under the Agreement; and (d) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

7.2. Permitted Disclosures. The receiving party may disclose Confidential Information to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein. Either party may disclose Confidential Information as required by applicable law, regulation, or court order, provided that the disclosing party (to the extent legally permitted) provides prompt written notice to the other party and cooperates in seeking a protective order or other appropriate remedy.

7.3. Trade Secrets. Notwithstanding any other provision of the Agreement, the obligations of confidentiality with respect to any Confidential Information that constitutes a trade secret under applicable law shall continue indefinitely, for so long as such information remains a trade secret. All non-public aspects of the Platform, including its architecture, algorithms, source code, data models, and methodologies, are Inspired’s trade secrets.

7.4. Return or Destruction. Upon termination or expiration of the Agreement, or upon the disclosing party’s written request, the receiving party shall promptly return or destroy all Confidential Information of the disclosing party in its possession or control, and certify such destruction in writing within fifteen (15) days of request. The receiving party may retain copies of Confidential Information solely to the extent required by applicable law or its standard document retention policies, provided that such retained information remains subject to the confidentiality obligations herein.

8. Marketing and Publicity

8.1. Identification as Client. During and after the Term, Inspired may: (a) identify Client as an Inspired customer, including use of Client’s name and logo in accordance with Client’s standard trademark usage policies as provided by Client in writing; (b) create case studies identifying Client by name and highlighting the results of Client’s use of the Platform; and (c) use such case studies and any Client-provided quotes in Inspired’s public marketing materials. Client hereby grants Inspired a non-exclusive, royalty-free license to use Client’s name and logo solely for the purposes described in this Section 8.

8.2. Performance Metrics. Upon Inspired’s reasonable request, Client shall share performance metrics relating to Client’s use of the Platform as measured against historical data, and provide Inspired with a quote regarding such results, for use in marketing materials.

8.3. License to Inspired Marks. Subject to the Agreement and Inspired’s brand guidelines, Inspired grants Client a limited, non-exclusive, non-transferable, revocable license during the Term to use Inspired’s name and logo solely as required to display approved program disclosures and messaging in connection with the Platform. All goodwill arising from such use inures to Inspired’s benefit. Any other use of Inspired’s name or marks requires Inspired’s prior written consent.

9. Compliance and Campaign Rules

9.1. Legal Framework. Inspired facilitates donor-supported charitable promotional campaigns and action-based gifting experiences. Depending on jurisdiction, Inspired may operate under commercial co-venture (CCV) laws or other charitable fundraising regulatory frameworks. In California, Inspired may operate as a Charitable Fundraising Platform (CFP) pursuant to AB-488. In Hawaii, Inspired may similarly operate as a charitable fundraising platform pursuant to Act 205, SLH 2024 (as amended), codified at HRS chapter 467B.

9.2. Charity Eligibility. Participating charities must be IRS-registered 501(c)(3) public charities in good standing with the IRS, and where applicable, with applicable state regulatory authorities. Inspired performs reasonable due diligence on participating charities but does not guarantee or warrant any charity’s continued good standing, operations, financial practices, or use of funds. If a charity’s standing lapses, Inspired may disable the related campaign until good standing is reinstated.

9.3. Sponsored Donations. All Donation Gifts made available through the Platform are paid directly by donor sponsors to IRS-registered 501(c)(3) public charities. Neither Inspired nor Client receives, holds, manages, or disburses Donation funds. Inspired does not monitor or control any charitable organization’s activities. Donation Gifts made available to Users remain valid once issued and may be redeemed in accordance with applicable campaign terms, subject to donor allocation limits, timing constraints, campaign parameters, or funding exhaustion.

9.4. Campaign and Charity Availability. The specific charities, cause areas, or campaign configurations presented within the Platform may change at any time based on donor allocations, charity eligibility, compliance requirements, or operational considerations. Inspired may add, pause, or remove specific charities or cause categories in its sole discretion, provided that Users with an issued Donation Gift will continue to have access to eligible charitable options for redemption.

9.5. Required Disclosures. Client shall not imply that Donations are paid by Client or by Users. Inspired makes the required program disclosures available through each Implementation, whether rendered within Inspired-hosted app components or returned to Client through the API or other integration for display in Client’s environment. Where a disclosure is returned to Client for display, Client shall display it in the surface where the Inspired Gift appears, in the form provided. Client shall not alter, obscure, or remove any program disclosure, and shall maintain all required attribution language specified in the Documentation.

9.6. Tax and Receipts. Because Users and Client do not fund Donation Gifts, no charitable tax receipt is issued by Inspired or Client to Users. Nothing in the Platform or these Terms constitutes legal, tax, or financial advice.

9.7. No Guarantee of Results. Inspired does not guarantee any particular business results, sales lift, conversion rates, or donation volume through use of the Platform.

9.8. Compliance Changes. Inspired may update compliance requirements, campaign structures, Qualifying Actions, disclosures, redemption mechanics, or funding parameters from time to time as necessary to comply with applicable law, regulatory guidance, donor requirements, platform policies, or operational considerations. Continued use of the Platform following such modifications constitutes acceptance of such changes.

9.9. Inspired Covenants. Inspired represents and warrants that: (a) Inspired operates the Platform in material compliance with applicable laws as they relate to the Inspired-hosted gifting experience; (b) Inspired performs reasonable due diligence on participating 501(c)(3) public charities; and (c) Inspired has obtained the rights and permissions necessary to display participating charities’ names, logos, and related content within the Platform. Inspired’s total liability for breach of this Section 9.9 is subject to the limitation of liability in Section 12.

9.10. Voluntary Additional Donations. In certain gifting experiences, Users may be offered the option to make an additional voluntary donation to a participating charity. Any such voluntary donation is optional and separate from the donor-supported Donation Gift. Voluntary donations are processed through third-party payment processors under the applicable charity’s payment processing framework and are directed to the benefiting charity. Inspired does not receive, hold, control, or act as merchant of record for voluntary donation funds.

10. Pilot, Beta, and Preview Services

10.1. Pilot Services. Inspired may offer pilot or trial access to the Platform (“Pilot Services”) at no charge or at reduced pricing. Pilot Services are governed by a special form of Service Agreement known as a “Pilot Agreement,” which shall set forth the duration of the pilot period (the “Pilot Period”), typically thirty (30) days from signature, as well as the scope of Pilot Services, including eligible merchants, surfaces, and volume parameters.

10.2. Inspired Pilot Obligations. During the Pilot Period, Inspired shall provide: (a) the hosted gift experience; (b) recommended copy and messaging; (c) placement guidance; (d) launch support; and (e) a dedicated success manager, subject to availability.

10.3. Client Pilot Obligations. During the Pilot Period, Client shall: (a) implement Inspired’s recommended copy and calls-to-action; (b) share funnel metrics with Inspired on a weekly basis; (c) run a controlled test (A/B or pre/post) as recommended by Inspired; and (d) share test results and performance data with Inspired upon reasonable request.

10.4. No Auto-Renewal. Pilot Services do not automatically renew or convert to paid Services. Either party may terminate the Pilot Period early with written notice. Participation in a pilot does not create any obligation on Inspired to offer commercial terms, continued access, or any particular pricing.

10.5. Transition to Commercial Terms. If Client executes a Service Agreement following the Pilot Period, Client’s use of the Platform shall transition to the commercial terms set forth in such Service Agreement, and these Terms shall govern in accordance with their standard provisions.

10.6. Beta and Preview Features. From time to time, Inspired may make available new, experimental, or pre-release features, functionality, or services (“Beta Features”). Client’s use of Beta Features is entirely voluntary. Inspired is not obligated to provide any Beta Features, to make Beta Features generally available, or to provide support for Beta Features. Beta Features may: (a) contain bugs, errors, or inaccuracies; (b) cause failures, corruption, or loss of data; (c) be modified, suspended, or discontinued at any time without notice; and (d) never be released in a final or generally available version.

10.7. PILOT AND BETA DISCLAIMER. ALL PILOT SERVICES AND BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. INSPIRED MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO PILOT SERVICES OR BETA FEATURES, AND HEREBY DISCLAIMS ALL WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INSPIRED MAY DISCONTINUE PILOT SERVICES OR BETA FEATURES AT ANY TIME WITHOUT NOTICE OR LIABILITY. CLIENT ASSUMES ALL RISK ARISING FROM ITS USE OF PILOT SERVICES AND BETA FEATURES.

10.8. Pilot and Beta Data. All data, results, insights, analytics, and findings generated during a Pilot Period or through use of Beta Features, together with all Feedback provided by Client regarding Pilot Services or Beta Features, shall be the exclusive property of Inspired. Client hereby assigns to Inspired all right, title, and interest in and to such data, results, and Feedback.

11. Warranties and Disclaimers

11.1. Inspired Warranty. Inspired warrants that during the Term, the Platform will perform in material conformance with the Documentation. Inspired’s sole obligation and Client’s sole remedy for breach of this warranty shall be, at Inspired’s option: (a) correction of the non-conforming Platform; or (b) termination of the affected Service Agreement and refund of any prepaid, unused Fees for the period following such termination. This warranty does not apply to any non-conformance resulting from: (i) Client’s or any third party’s modification of the Platform; (ii) Client’s use of the Platform other than in accordance with the Documentation; or (iii) issues with third-party platforms, hardware, software, or services, including, without limitation, Third Party Services.

11.2. Client Representations and Warranties. Client represents and warrants that: (a) if Client is an entity, it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and the individual accepting these Terms has full right, power, and authority to bind Client; if Client is an individual, Client has full legal capacity to enter into and perform the Agreement; (b) execution and performance of the Agreement does not conflict with any other agreement to which Client is a party; (c) Client Content does not and will not infringe, misappropriate, or otherwise violate any third-party Intellectual Property Rights; (d) Client will comply with all applicable laws in connection with its use of the Platform; and (e) Client has all necessary rights and authorizations to grant the licenses set forth in the Agreement.

11.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 11.1, THE PLATFORM AND ALL INSPIRED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INSPIRED HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, INSPIRED MAKES NO WARRANTY THAT THE PLATFORM WILL: (A) MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS; (B) OPERATE WITHOUT INTERRUPTION, DELAY, OR ERROR; (C) ACHIEVE ANY INTENDED RESULT; (D) BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, THIRD PARTY SERVICES, OR OTHER SERVICES, OR CONTINUE TO INTEROPERATE WITH ANY THIRD PARTY SERVICES; (E) BE SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE; OR (F) OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA. INSPIRED DOES NOT WARRANT THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INSPIRED OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

11.4. Third-Party Disclaimer. Inspired shall not be liable for the acts, omissions, representations, or conduct of any donor sponsor, charity, User, or third-party service provider, including payment processors. Inspired makes no representations or warranties regarding any charity’s operations, financial practices, or use of funds. Without limiting Section 2.10, Client acknowledges that its sole recourse for any issues relating to Third Party Services is against the applicable third-party provider.

12. Limitation of Liability

12.1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL INSPIRED OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING WITHOUT LIMITATION: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT; (B) LOSS OF OR DAMAGE TO DATA, OR COST OF DATA RECOVERY; (C) LOSS OF GOODWILL OR REPUTATION; (D) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (E) BUSINESS INTERRUPTION OR WORK STOPPAGE; OR (F) ANY OTHER DAMAGES OR LOSSES OF ANY NATURE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF INSPIRED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.2. CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INSPIRED’S TOTAL AGGREGATE LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO INSPIRED DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. IF NO FEES HAVE BEEN PAID (INCLUDING DURING A PILOT PERIOD), INSPIRED’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

12.3. Client Liability. The exclusions and limitations in Sections 12.1 and 12.2 apply solely to Inspired. Client’s liability is not subject to such exclusions or cap except to the extent expressly provided in a separately executed master services agreement. For the avoidance of doubt, Client’s potential liability to Inspired (including for breach, indemnification, or otherwise) is not capped by this Section 12.

12.4. ALLOCATION OF RISK. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 12 REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. INSPIRED WOULD NOT PROVIDE THE PLATFORM TO CLIENT WITHOUT THESE LIMITATIONS. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THE AGREEMENT.

12.5. Limitation Period. No action arising out of or relating to the Agreement may be commenced by Client more than twelve (12) months after the cause of action accrues, regardless of when Client knew or should have known of the facts giving rise to the claim.

13. Indemnification

13.1. Indemnification by Client. Client shall indemnify, defend, and hold harmless Inspired and its Affiliates, officers, directors, employees, agents, successors, and assigns (collectively, “Inspired Indemnitees”) from and against any and all claims, damages, liabilities, losses, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs of investigation) arising out of or relating to: (a) Client Content or any use thereof; (b) Client’s use of the Platform, including any activity occurring under Client’s account; (c) Client’s actual or alleged breach of the Agreement; (d) Client’s violation of applicable law; (e) any representations, marketing statements, disclosures, or distribution practices made or conducted by Client in connection with Donation Gifts or the Platform; (f) any claim that Client’s use of the Platform infringes a third party’s Intellectual Property Rights; (g) Client’s breach of the Non-Circumvention provisions of Section 5; or (h) Client’s gross negligence or willful misconduct.

13.2. Indemnification by Inspired. Inspired shall indemnify, defend, and hold harmless Client from third-party claims brought against Client alleging that the Inspired-hosted gift experience (as provided by Inspired and used by Client in accordance with the Agreement) directly infringes a third party’s valid United States patent, copyright, or trademark, provided that Inspired shall have no obligation under this Section 13.2 if the alleged infringement arises from: (i) Client’s modification of the Platform; (ii) Client’s combination of the Platform with products, services, or content not provided by Inspired; (iii) Client’s use of the Platform other than in accordance with the Agreement and Documentation; or (iv) use of a version of the Platform other than the then-current version made available by Inspired, if infringement would have been avoided by use of the current version.

13.3. IP Mitigation. If the Platform becomes, or in Inspired’s opinion is likely to become, the subject of an infringement claim, Inspired may, at its sole option and expense: (a) procure for Client the right to continue using the Platform; (b) modify the Platform to make it non-infringing without material degradation of functionality; (c) replace the Platform with a functionally equivalent non-infringing alternative; or (d) terminate the affected Service Agreement and refund any prepaid, unused Fees for the period following such termination.

13.4. Indemnification Procedure. The indemnified party shall: (a) provide the indemnifying party with prompt written notice of any claim (provided that failure to provide prompt notice shall not relieve the indemnifying party except to the extent it is materially prejudiced thereby); (b) grant the indemnifying party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation in the defense at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without the indemnified party’s prior written consent, which shall not be unreasonably withheld. The indemnified party may participate in the defense at its own expense with counsel of its own choosing.

13.5. Sole Remedy. THIS SECTION 13 STATES CLIENT’S SOLE AND EXCLUSIVE REMEDY, AND INSPIRED’S SOLE LIABILITY AND OBLIGATION, FOR ANY ACTUAL, THREATENED, OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE PLATFORM OR INSPIRED MATERIALS. Inspired’s aggregate liability under Section 13.2 is subject to the limitation of liability in Section 12.2.

14. Term and Termination

14.1. Term. These Terms are effective as of the Effective Date and continue until terminated in accordance with this Section 14 (the “Term”). The term of any specific Service Agreement shall be as set forth therein.

14.2. Termination for Material Breach. Either party may terminate the Agreement upon written notice if the other party materially breaches the Agreement and fails to cure such breach within ten (10) business days after receiving written notice specifying the breach in reasonable detail.

14.3. Termination by Inspired for Cause. Notwithstanding Section 14.2, Inspired may terminate the Agreement immediately upon written notice, without opportunity to cure, if Client: (a) breaches Section 3 (Use Restrictions) or Section 5 (Non-Circumvention); (b) breaches its confidentiality obligations under Section 7; (c) fails to pay any amounts due within thirty (30) days after written notice of non-payment; (d) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial part of its assets; or (e) engages in any activity that Inspired reasonably determines poses a threat to the security or integrity of the Platform, Inspired’s reputation, or the interests of Inspired’s charitable partners, donors, or other clients.

14.4. Inspired Right to Modify or Terminate. Inspired reserves the right, in its sole discretion, to modify, suspend, or terminate access to the Platform, in whole or in part, for any reason or no reason, at any time, with or without notice. Without limiting the generality of the foregoing, Inspired may immediately terminate or suspend access if required by applicable law, regulation, or third-party platform policy.

14.5. Effect of Termination. Upon termination or expiration of the Agreement for any reason:

(a) all licenses and rights granted to Client under the Agreement immediately terminate, and Client shall immediately cease all use of the Platform and Inspired Materials;

(b) Client shall promptly return or destroy all Inspired Materials in its possession or control;

(d) Inspired may delete Client Content and Client’s account data within thirty (30) days following the effective date of termination, unless a longer retention period is required by applicable law; and

(e) each party shall comply with its obligations under Section 7 (Confidentiality) regarding return or destruction of Confidential Information.

14.6. Acceleration upon Termination for Client Breach. If Inspired terminates the Agreement due to Client’s breach, all Fees that would have become due under any active Service Agreement for the remainder of the then-current term shall become immediately due and payable as liquidated damages, and not as a penalty. Client acknowledges that such accelerated fees represent a reasonable estimate of Inspired’s damages from early termination.

14.7. Survival. The following Sections shall survive termination or expiration of the Agreement: Sections 1 (Definitions), 4 (Intellectual Property), 5 (Non-Circumvention), 6 (Fees, to the extent of accrued obligations), 7 (Confidentiality), 11 (Warranties and Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), 14.5 through 14.7 (Effect of Termination, Acceleration, and Survival), and 15 (General Provisions).

15. General Provisions

15.1. Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to the Agreement that is not subject to arbitration under Section 15.2 shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks subject matter jurisdiction, the Superior Court of the State of Delaware), in each case located in Wilmington, Delaware, and each party irrevocably consents to the exclusive personal jurisdiction of such courts. Nothing in this Section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction.

15.2. DISPUTE RESOLUTION; BINDING ARBITRATION. This Section applies to the fullest extent permitted by applicable law, is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16), and evidences a transaction in interstate commerce. Any dispute, claim, or controversy arising out of or relating to the Agreement or breach thereof (collectively, “Disputes”) shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, except as modified herein. Judgment on the award may be entered in any court of competent jurisdiction. The arbitration shall be conducted in New Castle County, Delaware. For claims under $25,000, the arbitrator may, in the arbitrator’s discretion, conduct the arbitration by telephone or based on written submissions. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLIENT AND INSPIRED AGREE THAT EACH MAY BRING DISPUTES AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, MULTI-PARTY, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION PROVISION SHALL BE NULL AND VOID. Client may opt out of this arbitration provision by delivering written notice to Inspired at legal@inspired.com within thirty (30) days of first accepting the Agreement. The opt-out notice must include Client’s name, address, and a clear statement that Client wishes to opt out of this arbitration provision. If Client opts out, disputes will be resolved in accordance with Section 15.1 (Governing Law). Notwithstanding the foregoing, either party may bring an individual action in small claims court for disputes within its jurisdiction. Nothing in this Section prevents Inspired from seeking injunctive or equitable relief in any court of competent jurisdiction for claims relating to Inspired’s Intellectual Property Rights, Confidential Information, or Non-Circumvention obligations (Section 5). Each party shall bear its own arbitration costs, except that if Client demonstrates financial hardship, Inspired will consider in good faith a request to bear additional arbitration costs. The arbitrator may award attorneys’ fees to the prevailing party consistent with Section 15.14.

15.3. JURY TRIAL WAIVER. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES REGARDLESS OF WHETHER THE ACTION IS IN CONTRACT, TORT, OR OTHERWISE.

15.4. Force Majeure. Inspired shall not be liable for any failure or delay in the performance of its obligations under the Agreement (other than payment obligations) where such failure or delay results from any cause beyond Inspired’s reasonable control, including acts of God, natural disasters, pandemic, epidemic, fire, flood, earthquake, war, terrorism, civil unrest, strikes, labor disputes, government actions, utility or telecommunications failures, internet service provider failures, denial-of-service attacks, third-party platform outages, or any other event beyond Inspired’s reasonable control (each, a “Force Majeure Event”). Inspired shall use commercially reasonable efforts to mitigate the impact of any Force Majeure Event. For the avoidance of doubt, this Section excuses only Inspired’s performance and does not excuse Client’s payment or other obligations.

15.5. Assignment. Client may not assign or otherwise transfer the Agreement or any of its rights or obligations hereunder (whether by operation of law, merger, consolidation, change of control, or otherwise) without Inspired’s prior written consent. Any attempted assignment or transfer in violation of this Section is void. Inspired may freely assign or transfer the Agreement, in whole or in part, to any Affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without Client’s consent and without notice. The Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

15.6. Entire Agreement. The Agreement, together with all Service Agreements, Ancillary Agreements, the Data Processing Addendum, and any other documents expressly incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations, and communications, whether written or oral, relating thereto. The Agreement does not supersede, modify, or replace any separately executed master services agreement between the parties that expressly states its precedence. For the avoidance of doubt, any terms or conditions contained in Client’s purchase orders, invoices, or other business forms are rejected and shall have no force or effect, regardless of whether Inspired signs or acknowledges them.

15.7. Amendment. Inspired may amend these Terms at any time by posting the modified Terms to its website. For changes that materially affect Client’s rights with respect to pricing, indemnity, limitation of liability, or termination, Inspired will provide at least forty-five (45) days’ advance notice prior to the effective date, except where a shorter notice period is required by applicable law or regulatory authority. A change to Fees does not apply to a rate fixed in a signed Service Agreement for the duration of that Service Agreement’s then-current term. Client’s continued use of the Platform after the effective date of any modification constitutes Client’s acceptance of the amended Terms. Except for Fees, no amendment to a signed Service Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

15.8. Notices. All notices required or permitted under the Agreement must be in writing and shall be deemed given upon: (a) personal delivery; (b) the first business day after transmission by email sent during recipient’s business hours (otherwise the next business day); (c) five (5) business days after deposit in registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after deposit with a nationally recognized overnight courier. Notices to Inspired shall be sent to: legal@inspired.com or P.O. Box 31, Manhattan Beach, CA 90267. Notices to Client shall be sent to the address provided during registration, onboarding, or in the applicable Service Agreement. Inspired may also provide notices to Client via the Platform.

15.9. Severability. If any provision of the Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent, or if modification is not possible, shall be severed, and the remaining provisions shall continue in full force and effect. If any provision is so broad as to be unenforceable, it shall be interpreted to be only so broad as is enforceable.

15.10. Waiver. No failure or delay by either party in exercising any right, power, or privilege under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. All remedies under the Agreement are cumulative and are not exclusive of any other remedies provided by law or equity.

15.11. Independent Contractor. The relationship between the parties is that of independent contractors. Nothing in the Agreement creates or implies any partnership, joint venture, agency, franchise, fiduciary relationship, or employment relationship between the parties. Neither party has any authority to bind or commit the other party in any manner.

15.12. No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer any rights, benefits, or remedies upon any third party.

15.13. Interpretation. The Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against either party. Headings are for reference purposes only and shall not affect interpretation. The terms “include,” “includes,” and “including” mean “including, without limitation.” References to “days” mean calendar days unless otherwise specified. The word “or” is not exclusive.

15.14. Attorneys’ Fees. In any action or proceeding to enforce or interpret the Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which it may be entitled.

15.15. Data Processing. To the extent Inspired processes personal data on Client’s behalf in connection with the Services, such processing shall be governed by the Data Processing Addendum available at inspired.com/dpa, which is incorporated into the Agreement by reference. In the event of conflict between the Data Processing Addendum and these Terms regarding data processing, the Data Processing Addendum shall control.

15.16. Audit Rights. Inspired may, upon reasonable written notice and during normal business hours (no more than once per calendar year, unless Inspired has a reasonable basis to believe a breach has occurred), audit Client’s use of the Platform to verify compliance with the Agreement. Client shall cooperate with any such audit and provide reasonable access to relevant records and systems. If an audit reveals material non-compliance, Client shall promptly cure such non-compliance and reimburse Inspired for the reasonable costs of the audit.

15.17. Equitable Relief. Client acknowledges and agrees that a breach or threatened breach of Section 4 (Intellectual Property and Data Rights), Section 5 (Non-Circumvention), or Section 7 (Confidentiality) would cause Inspired irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Inspired shall be entitled to seek equitable relief, including temporary restraining orders, preliminary and permanent injunctions, and specific performance, without the necessity of proving actual damages, posting any bond or other security, or exhausting any administrative remedies, in addition to all other remedies available at law or in equity. This Section does not limit Inspired’s right to seek equitable relief for breach of any other provision of the Agreement.