Sermonly Ambassador Program

YourGiving,Inc., a Delaware corporation, DBA Tithe.ly (“YourGiving”) develops, markets and licenses its proprietary software on a subscription basis (“Services”) to religious institutions (“Subscribers”) for increasing their philanthropic endeavors. You or the entity you represent (“Ambassador”) are a Subscriber of the Services and desire to refer the Services to additional customers in exchange for a revenue share, all pursuant to the terms and conditions (“Terms”) of this Sermonly AmbassadorProgram (“Program”). Each of YourGiving and Ambassador a “Party”and collectively, the “Parties”.

PLEASE READ THESE TERMS CAREFULLY. BY CLICKING ACCEPT, YOU REPRESENT AND WARRANT YOU HAVE THE AUTHORITY TO ACCEPT THESE TERMS AND BIND YOUR ENTITY TO THESE TERMS; IF YOU DO NOT HAVE SUCH AUTHORITY, NO AGREEMENT IS CREATED HEREBY. AMBASSADOR AGREES TO BE BOUND BY THESE TERMS. IF YOU OR YOUR ENTITY DO NOT AGREE TO ALL THESE TERMS, THEN DO NOT CLICK ACCEPT AND YOU AND YOUR ENTITY MAY NOT PARTICIPATE IN THE PROGRAM.

YourGiving may, in its sole discretion, modify these Terms at any time in its sole discretion effective upon posting the modified Terms through the Program, with notice to Ambassador through the Program. Ambassador is responsible for regularly reviewing any information posted through the Program, including such modified Terms, if any. If Ambassador does not agree to the modified Terms, Ambassador’s participation in the Program ceases. CONTINUED ACTIVITY THROUGH THE PROGRAM AFTER SUCH POSTING (OR OTHER NOTIFICATION, IF ANY) MEANS AMBASSADOR ACCEPTS ANDS AGREE TO BE BOUND BY THE MODIFIED TERMS.

Registration.Ambassador shall register for the Program by submitting name and email address to YourGiving. Upon receipt of registration sign-ups, YourGiving shall provide to the Ambassador the referral link for new customers to sign up for theService (“Link”) and the distinct, Ambassador-unique code for each such new customer to use through theLink (“Code”). YourGiving will then request additional information (e.g., payment and banking information for the ReferralFee (as defined below)) and Ambassador shall supply such information in order to be eligible to a participant in the Program; Ambassador agrees and acknowledges that YourGiving cannot, and will not, pay any Referral Fees to Ambassador until such time as Ambassador has supplied all such required information toYourGiving.

Independent Parties. From time to time during the term hereof, Ambassador may promote the Services by introducing potential customers to YourGiving. Neither Party shall be considered to be the agent of the other and these Terms do not establish a partnership, joint venture, employment, franchise or agency between the Parties. Neither Party may bind the other Party nor may make any representations about the other Party without the express prior written consent of such other Party. This is a non-exclusive referral program.

Term. The term of the Program shall commence on the date Ambassador clicks accept (“Effective Date”)and continues for one (1) year (“Initial Term”); thereafter, the InitialTerm automatically renews for successive one-year terms (collectively, the “Term”).After the Initial Term, either Party may terminate the Program by providing written notice to the other Party with least thirty (30) days’ notice. Upon termination of this Agreement for any reason(i) Ambassador will cease using the Marks, and (ii) Ambassador will cease all activities related to promoting the Service. All provisions of these Terms which by their nature should survive termination will survive termination, including without limitation accrued rights to payment earned through the end of the Term, confidentiality obligations, warranty disclaimers, indemnity and limitations of liability.

Referring. From time to time during the term hereof, Ambassador may refer potential customers to the Service by providing theLink and Code thereto. Each such customer who (i) clicks through the Link,(ii) registers using the Code, and (iii) pays for the Service (“Customers”)earns Ambassador the Referral Fee (as defined below).

Fees. The “Referral Fee”equals forty percent (40%) of the Net Revenue generated by YourGiving through the Services from Customer(s). If Customer signs up for a monthly subscription to the Service, YourGiving shall pay the Referral Fee to Ambassador on a monthly basis during the Term (“Monthly Fee”), within thirty (30)days after the month in which YourGiving actually receives the Monthly Fee. If Customer signs up for an annual subscription to the Service, YourGiving shall pay the Referral Fee to Ambassador on an annual basis during the Term (“AnnualFee”), within thirty (30) days after the month in which YourGiving actually receives the Annual Fee. “Net Revenue” means the gross revenue actually received by YourGiving from Customers for the term ofCustomer’s continuous use of the Service—less any (i) applicable federal, state, county, city and governmental fees and taxes related to the provision of the Services, (ii) discounts and/or credits, (iii) any disputed amounts, and (iv) any third-party fees owed in relation to providing theServices to Customers.

Marketing and Promotion. Ambassador will promote the Services and YourGiving at its own expense. Ambassador will use the then-current names used by YourGiving for its products and services(but will not represent or imply that Ambassador is YourGiving or is apart of or affiliated with YourGiving).Ambassador agrees: (i) to conduct business in a manner that reflects favorably at all times on YourGiving and the Services and the good name, goodwill and reputation of YourGiving; (ii) to conscientiously avoid deceptive, misleading or unethical practices that are or might be detrimental to YourGiving or the public, including without limitation disparagement of YourGiving or its Services; (iii) not to publish or employ or cooperate in the publication or employment of, any negative, misleading or deceptive advertising material regarding YourGiving or theServices; (iv) to make no representations, warranties or guarantees toCustomers or others with respect to the specifications, features or capabilities of the Services that are inconsistent with or in addition to the literature distributed by YourGiving; and (v) not to engage in any acts prohibited by any applicable law, including without limitation antitrust or unfair trade practice laws, which prohibit various forms of predatory, discriminatory or below-cost pricing. Ambassador shall get YourGiving’s prior written approval prior to any marketing campaign or issuance of public statements related to YourGiving or the Program.

During theTerm, YourGiving grants to Ambassador a non-exclusive, non-transferable, non-assignable, non-sublicenseable, revocable license to use and display YourGiving’s trademarks, service marks, trade names logos and other identifiers(collectively, the “Marks”) only in connection with the marketing and promotion of theServices. Any such use shall be in accordance with YourGiving’s then-current policies regarding the usage of its Marks.Subject to the express license granted to Ambassador herein, Ambassador agrees that YourGiving owns and retains all right, title and interest in and to the Marks. Ambassador shall not, at anytime during the term of this Agreement or thereafter, dispute or contest, directly or indirectly, YourGiving’s right and title to the Marks or the validity thereof or assist any third party to do so. Ambassador shall not apply for or register the Marks or any confusing similar trademarks or service marks during the term or thereafter. Ambassador acknowledges it shall not acquire any rights in the Marks hereunder, except for the license granted herein. All goodwill arising from the use of the Marks by Ambassador shall inure to the benefit of YourGiving and YourGiving shall own all trademark and service mark rights, if any, in the Marks created by such uses

Confidentiality. In connection with the referral activities contemplated by the Program, Ambassador may, from time to time, learn or receive Confidential Information (as defined below) of YourGiving.Accordingly, during the Term and for three (3) years after the termination of these Terms, Ambassador agrees: (i) to hold all Confidential Information in strict confidence; (ii) to treat such Confidential Information with at least the same care and precaution that it affords to its most confidential, valuable and secret information; (iii) not to make use of suchConfidential Information for any purpose other than as specifically approved in writing by YourGiving; and (iv) not to release or disclose suchConfidential Information to any other person or entity without the prior written consent of Tithe.ly. “Confidential Information” means all confidential and/or proprietary information concerning the business and affairs of YourGiving that is marked or otherwise identified as confidential and/or privileged at the time of disclosure, or that a reasonable person would know to be confidential and/or proprietary information of YourGiving under the circumstances. It shall not be deemed a breach of this provision if Company is required to disclose Confidential Information of YourGiving pursuant to any law, rule, regulation or requirement of a governmental agency or body having jurisdiction over any Party hereto; provided, however, that Ambassador provides notice thereof to YourGiving and cooperates with YourGiving to seek a protective order and limit such disclosure to what is actually requested. Upon request of YourGiving, Ambassador shall promptly destroy or return to YourGiving its Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or hereafter may be obtained by YourGiving, is either granted or implied by the disclosure of ConfidentialInformation. It is recognized and agreed that the Confidential Information furnished by YourGiving embodies information which, if disclosed, could materially and adversely affect a legitimate business interest of YourGiving.

Ownership. As between YourGiving and Ambassador, all rights, title and interest in and to all intellectual property rights in the ConfidentialInformation, Service and/or the Program, including without limitation any improvements, enhancements or modifications thereto, are owned exclusively by YourGiving. Except as expressly provided in this Agreement, YourGiving does not grant Ambassador (and expressly reserves) any rights or licenses, express or implied, or ownership in theService or the Program.

Indemnity. Ambassador shall indemnify, defend and hold YourGiving and its officers, directors, employees, agents and contractors harmless from and against any and all claims, demands, losses, costs, liabilities or damages of every kind, including reasonable attorney fees’ and expenses, for which YourGiving becomes liable arising from or relating to Ambassador’s actions under this Program.

WarrantyDisclaimer. THE PROGRAM IS PROVIDED “AS IS” AND YOURGIVING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE ANDNON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE CUSTOM; AND ANY WARRANTIES, GUARANTEES OR CERTIFICATIONS OF ACCURACY,COMPLETENESS OR TIMELINESS OF THE PROGRAM. YOURGIVING MAKES NO WARRANTY THAT THE PROGRAM WILL MEET AMBASSADOR’S EXPECTATIONS OR THAT AMBASSADOR WILL GENERATE OR SECURE ANY BENEFIT THEREFROM. NO ADVICE, GUIDANCE OR OTHER INFORMATION GIVEN BY YOURGIVING, WHETHER ORAL, VISUAL OR WRITTEN, SHALL CREATE ANY WARRANTY UNLESS EXPRESSLY MADE IN THE AGREEMENT. YOURGIVING DOES NOT WARRANT THAT THE PROGRAM WILL BE UNINTERRUPTED, SECURE OR ERROR FREE.

Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOURGIVING’S TOTAL CUMULATIVE LIABILITY TO AMBASSADOR FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY ARISING OUT OF OR RELATED TO THIS PROGRAM WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS RECEIVED BY YOURGIVING FROM AMBASSADOR UNDER THE PROGRAM DURING THE ONE YEAR PERIOD PRIOR TO THE DATE THE CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL YOURGIVING BE LIABLE TO AMBASSADOR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSSOF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE PROGRAM OR YOURGIVING’S SERVICES WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOURGIVING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.THESE LIMITATIONS SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES.  EACH PARTY ACKNOWLEDGES AND AGREES THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.  ‍

Miscellaneous. Neither this Agreement nor any right granted hereunder shall be assignable or otherwise transferable by Ambassador without the prior written consent of YourGiving; subject to the foregoing, thisAgreement shall be binding upon and inure for the benefit of the successors and assigns of the Parties hereto. If any term of this Agreement shall be held to be illegal or unenforceable by a court of competent jurisdiction, the remaining terms shall remain in full force and effect. This Agreement may be modified only by a writing signed by the Parties. No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or notor hereinafter existing at law or in equity or by statute or otherwise. AnyPerson signing these Terms represents that this Agreement has been fully and duly authorized by the Party he represents, that he or she has been fully and duly authorized to sign this Agreement by the Party he represents, and that hisor her signature is binding upon the Party on whose behalf he or she signs. If any arbitration, litigation, or other legal proceeding occurs between theParties relating to this Agreement, the prevailing Party shall be entitled to recover (in addition to any other relief awarded or granted) its reasonable costs and expenses, including reasonable attorneys’ fees and expenses incurred in the proceeding. This Agreement shall be construed in accordance with the laws of the State of Tennessee, excluding its conflict of law rules. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Davidson County, Tennessee. This Agreement represents the entire agreement of the Parties hereto pertaining to the subject matter of thisAgreement and supersedes any and all prior or contemporaneous oral discussions and/or written agreements between the Parties with respect thereto. ThisAgreement may be executed in counterparts and signature by facsimile is deemed acceptable.