TERMS OF SERVICE

Master Services Agreement 

Updated September 12, 2025 

This Master Services Agreement (this “Agreement”) is entered into by and between Capturepoint LLC d/b/a Capturepoint (“Capturepoint”, “us”, “we”, “our”, or “ours”) and the entity or organization receiving the Services pursuant to this Agreement and/or a Quote (as defined below) (“Client”, “you”, “your”, or “yours”). 

Capturepoint offers software and services as described at https://www.communitypass.net/, as updated from time to time (the “Website”), or more specifically set forth on a proposal or quote provided to you by Capturepoint (“Quote”) (collectively and respectively, the “Services”). 

All access to and use of the Services is subject to the terms of this Agreement and any Quote.  In addition to this Agreement and any Quote, your access to and use of the Services is subject to Capturepoint’s then-current policies relating to the Services, including, without limitation, Capturepoint’s Privacy Policy.  You are responsible for compliance with these policies and all other Capturepoint policies applicable to the access and use of the Services posted to the Website or provided through Services. 

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU.  PLEASE READ IT CAREFULLY. 

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. 

BY ACCESSING OR USING THE SERVICES, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. 

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, CAPTUREPOINT IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE SERVICES AND YOU MUST NOT ACCESS OR USE THE SERVICES.  IF YOU ACCESS OR USE THE SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. 

THIS AGREEMENT IS ENTERED INTO AS OF THE DATE YOU FIRST ACCESS OR USE THE SERVICES (THE “EFFECTIVE DATE”).  THIS AGREEMENT IS SUBJECT TO CHANGE BY CAPTUREPOINT WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN CAPTUREPOINT’S SOLE DISCRETION.  THE LATEST VERSION OF THIS AGREEMENT WILL BE POSTED ON THE WEBSITE OR OTHERWISE DELIVERED TO YOU ELECTRONICALLY.  YOUR CONTINUED USE OF THE SERVICES AFTER A POSTED CHANGE IN THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF AND AGREEMENT TO SUCH CHANGES.   

1. Services Capturepoint will provide the Services you select, as more specifically set forth on a Quote. Each Quote is incorporated herein by reference and sets forth all fees due and payable from Client for the Services. All services itemized in the Quote are included as Services to be provided by Capturepoint for the fees specified. The cost estimate is valid for 60 days from the date defined in the Quote. Capturepoint reserves the right, at any time, to modify the Services, or any part thereof, subject to the terms of this Agreement and any Quote; provided, that any such modification does not materially diminish any functionality thereof utilized by Client. 
2. Excluded Services. “Excluded Services” are (a) “Enhancements”, which are system wide change requests submitted by the Client, and (b) “Customizations”, which are changes that impact only the Client’s system and may include custom eligibility, custom pricing, custom reports, custom validations, public site design, or other customized product features. Excluded Services are subject to additional fees and are not included in the standard Services. 
3. Users & User IDs. Client may authorize designated employees within Client’s organization to access the Services through its account (each such individual, as applicable, a “User”).  Client expressly agrees that it will not allow any use of or access to the Services by anyone other than Client’s authorized Users, and any such use or access will be consistent with the terms, conditions, and restrictions set forth in this Agreement.  Capturepoint provides each User with a unique username and password that must be entered each time a User logs on (each such user identification and password, a “User ID”).  Each User ID is personal in nature and may be used only by the applicable User.  Client is solely responsible for (a) all use of the Services by Users, (b) the actions of each User, and (c) compliance by each User with the applicable terms of this Agreement.  Client will use commercially reasonable practices to protect the security and confidentiality of each User ID.  Client will notify Capturepoint immediately if any User ID is lost, stolen, or otherwise compromised, or of any other unauthorized use of or access to Client’s account.  Client acknowledges that Client is fully responsible for all losses, damages, liabilities, penalties, costs, and expenses incurred, and all electronic information transferred, stored, modified, communicated, or shared through, use of each User ID (whether lawful or unlawful). 
4. Services Fees. Fees for Services are: (a) Annual, (b) One-Time, or (c) Payment Processing, as further described below. All Fees are specified in the Quote. 
   a. Annual. CommunityPass is a Service and its Annual Subscription Fee is based on one or more of the following criteria: (i) the CommunityPass Package, (ii) Client payment processing revenue, (iii) the number of Merchant Accounts, and (iv) the number of Locations as defined in the Quote.  A CommunityPass subscription does not include any additional One-Time Services.
   b.  One-Time. One-Time Fees are fixed or based on one-time estimates.  Should the hours required Services exceed the estimates provided, Capturepoint will provide written documentation, including a detailed explanation of the variance, and provide a new estimate for approval by the Client. 
   c. Payment Processing. Payment Processing Fees are fees for any Client payment transaction, including, but not limited to: credit card, E-Check, Gift Card, or other mobile payment wallet service. E-Check is an electronic payment funded by the buyer’s bank account.   
5. Payment Processing Terms and Conditions. Capturepoint will provide payment processing services as further set forth at https://www.communitypass.net/processing-terms, which is incorporated herein by this reference. Client must maintain a positive balance in their Bank Account or risk suspension of deposits (e.g., the amount of refunds issued cannot create a negative bank account balance). Clients must Whitelist their bank account to comply with these terms. Failure to comply with Payment Processing terms may result in the suspension or termination of Services.
6. Accepted Credit Cards. Capturepoint “Accepted Credit Cards” are Visa, Mastercard, American Express, and Discover.  
7. Registrant Fees. Registrant Fees are fees charged by the Client to their registrants and, in the case of credit card / E-Check charges, collected by Capturepoint. All Registrant Fees are the exclusive ownership of the Client.  Capturepoint will deposit Registrant Fees daily into Client’s specified bank account. 
8. Bank Account. Client will provide a valid Bank Account and routing number to Capturepoint to deposit Registrant Fees via ACH electronic banking. Should the Bank Account change, Client must notify Capturepoint in writing immediately or risk (a) delaying receipt of Registrant Fees and (b) being subject to Insufficient Funds Fees for non-payment of Service Fees, if applicable. 
9. Merchant Accounts. This Agreement is for use of Services with one (1) Merchant Account, which services one (1) Organization. An Organization is an individual entity that operates autonomously. One Merchant Account includes one (1) Card Present (used for in-person use) account and one (1) Card Not Present (used for online use) account. Subscriptions requiring more than one Merchant Account are subject to an additional annual Service Fee. Clients that do not implement Card Present and Card Not Present accounts simultaneously are subject to additional One-Time fees. 
10. Payment Processing Refunds & Voids. Capturepoint charges a transaction fee when Client completes a refund transaction to a Registrant. Capturepoint will not credit the original Payment Processing Fee when Client issues a refund to a Registrant. Capturepoint will not charge a Payment Processing Fee for a voided payment. 
11. Risk Factors. If Capturepoint determines that the Client and/or Cardholder’s Account presents, or is likely to present, a disproportionately high number of customer complaints, reversals, Chargebacks, claims, fees, fines, penalties, or other liability (collectively “Risk Factors”), the Client and/or the Client’s Cardholders may be subject to an increase in Payment Processing Fees. This Fee may be included in the initial rate when the Client first signs up for Services or may be added at any time by Capturepoint with 30 days’ prior written notice of the Fee increase. In such case, if the Client does not agree to this Fee, Client may terminate the usage of the Services. 
12. Subscription Start Date. The Subscription Start Date is (a) the date the 12-month subscription commences and (b) occurs on the first day of the month and at least 30 days after the Effective Date. 
13. Renewal Date. The Renewal Date is the first day of the month of the Subscription Start Date in the following year, unless otherwise agreed in writing between Capturepoint and Client.  
14. Implementation Schedule. Capturepoint and Client will agree in writing to an Implementation Schedule prior to the start of an implementation. 
15. Client Data
    a. General.  Except as expressly set forth herein, Client will be solely responsible for all Client Data transferred, stored, modified, communicated, or shared by Client, or that Capturepoint may receive, collect, or obtain, in each case, through the Client’s use of, or access to, the Services.  Client acknowledges that, to the extent Client grants access to Client Data through the Services to any third-party, Client is solely responsible for all use of and access to Client Data by such third-party.  Capturepoint shall have no responsibility for any such activity, or the actions taken or not taken by any third-party to whom Client has granted any such use or access.  Capturepoint may take remedial action if any Client Data violates the terms of this Section 15, including the deletion thereof; provided, that Capturepoint is under no obligation to review any Client Data for compliance with these terms.  For purposes of this Agreement, “Client Data” means all electronic information transferred, stored, modified, communicated, or shared through (i) the Services, or (ii) otherwise provided to or accessed by Capturepoint for the purposes set forth under this Agreement; in each case, including any Personal Information (as defined in the Data Processing Addendum attached hereto as Exhibit A) relating to Client or any of Client’s members, customers, service providers, employees, contractors, recipients, or agents.   
    
    Capturepoint understands and agrees that Client Data and Personal Information shall each be considered “Confidential Information” for purposes of Section 27 (Confidentiality). 
    b. License; Title and Non-Infringement. 

Capturepoint hereby identifies the following Subprocessors:  

EXHIBIT B –  CALIFORNIA CHARITABLE FUNDRAISING  

PLATFORM DISCLOSURE AGREEMENT 

This California Charitable Fundraising Platform Disclosure Agreement (“Disclosure Agreement”) forms a part of the Master Services Agreement (the “Agreement”) entered into by and between Capturepoint LLC d/b/a Capturepoint (“Capturepoint”) and Client.  The parties enter into this Disclosure Agreement to comply with the Act (as defined below).  Under the Act, the State of California requires Capturepoint to provide certain disclosures to, and obtain certain donation information from, the Client, as further set forth below. 

1. California Regulation.  Pursuant to Title 2, Division 3, Part 2, Chapter 6, Article 7 of the California Government Code (the Supervision of Trustees and Fundraisers Charitable Purposes Act (the “Act”)), Capturepoint is deemed to be a “Charitable Fundraising Platform” under the Act because (a) Capturepoint’s software platform (the “Platform”) offers a function that permits Client to solicit and accept charitable donations from California residents (“Donations”), and (b) Client is a non-profit (or has a foundation that is a non-profit) that utilizes this function to solicit and accept such Donations.  As a result, Capturepoint has certain obligations set forth in this Disclosure Agreement that are legally required by the Act.  
2. Consent to Use Name on Platform.  Pursuant to the Act, Client hereby gives Capturepoint express consent to identify Client’s name on the Platform with respect to any solicitation for Donations which Client facilitates through the use of the Platform. 
3. Disclosure Requirements.  Pursuant to the Act, Capturepoint discloses the following information: 
4. The total amount of fees charged by Capturepoint for each Donation shall be as set forth in the Agreement or Quote (including any documents or agreements incorporated therein); 
5. The time period for sending the Donations to the Client shall be as set forth by Client’s payment processor, but typically is between two and five days.  Client should confirm with its payment processor the exact timing; 

1. Client is allowed to acknowledge persons who make Donations if the donors choose to share their information with Client. 

Additionally, Client must provide a conspicuous disclosure to donors about the instances in which it will be deemed ineligible to receive funds as a result of not being in good standing as set forth in Section 4(b) below. 

1. Obligation to Remain in Good Standing.   
2. Client shall maintain good standing with the applicable state and federal reporting agencies, including the IRS and, if Client solicits donations from California residents, the California Attorney General and the California Franchise Tax Board. 
3. If Client is not in good standing, Capturepoint cannot legally permit donations to be made to Client through the Platform.  Accordingly, if the Client is not in good standing with the IRS, the California Attorney General, and the California Franchise Tax Board, Capturepoint will disable the donation feature on the Platform, or if it is unable to disable such feature, will prohibit Client from processing any transactions through its payment processor, until Client regains its good-standing status. 
4. Cooperation.  The Client shall cooperate with Capturepoint to provide any information reasonably required by Capturepoint to ensure its compliance with the Act with respect to Donations received through the Platform. 
5. Privacy.  All information submitted to the California Attorney General pursuant to the Act shall be subject to the Privacy Notice found here:  https://oag.ca.gov/system/files/media/Privacy.pdf