Partner Organization Addendum

This Partner Organization Addendum ("Addendum") supplements the KadoPool Terms of Service ("Terms") and, together with the Terms, constitutes a Commercial Co-Venture Agreement where required by applicable state law. By registering an organization on the KadoPool platform, the Authorized Representative of the Partner Organization ("Partner") agrees to be bound by both the Terms and this Addendum. Where a conflict exists between the Terms and this Addendum on a matter relating to the Partner Program, this Addendum governs. Capitalized terms not defined here have the meanings given in the Terms.

1Nature of the Partnership

KadoPool operates a platform for group gifting. As part of its community reinvestment initiative, KadoPool agrees to pay Partner a commercial referral fee based on platform usage by Partner's community. This payment is a commercial fee paid directly by KadoPool LLC. It is not a tax-deductible charitable donation from individual platform users, and Partner agrees not to represent it as such in any communications.

2Linked Pools

A Gift Pool is "Linked" to Partner when an Organizer designates Partner within the KadoPool application at any point prior to pool closure. Linking is the Organizer's sole choice; KadoPool does not guarantee that Organizers will designate any particular Partner. Fees from Linked Pools are recorded from the first transaction, whether or not Partner has registered, and become payable only once Partner has accepted this Addendum and completed verification under Section 3. Fees recorded for an organization that has not done so within 12 months after its first Linked Pool closes are released to KadoPool, and the organization has no claim to them.

3Verification and Authorized Representative

Partner must be a non-profit organization recognized by the Internal Revenue Service as tax-exempt. When claiming its profile, Partner gives its Employer Identification Number (EIN), which KadoPool checks against the IRS list of tax-exempt organizations; a claim whose EIN is not on that list is not accepted unless KadoPool confirms Partner's exemption from its IRS determination letter. Partner must complete identity, banking, and tax-status verification through Stripe Connect before any disbursement can be made. The individual who accepts this Addendum and completes Stripe verification on Partner's behalf ("Authorized Representative") must be an officer or authorized signatory with legal authority to bind Partner. By accepting this Addendum, the Authorized Representative confirms that authority. KadoPool relies on Stripe's KYC process to establish the identity and authorization of that individual; no separate signature instrument is required.

4Fee Calculation and Payment

4.1 Calculation

For every transaction processed in a Linked Pool, KadoPool will allocate thirty percent (30%) of its Platform Fee to Partner. The Platform Fee is a percentage of each transaction, subject to a per-transaction minimum and maximum cap, disclosed to Contributors at checkout. KadoPool will provide at least 30 days' written notice to Partner's registered email address before making any change to the Platform Fee structure that would reduce the Partner's allocation.

4.2 Disbursement Schedule

KadoPool will disburse accrued fees to Partner's verified Stripe Connect account on the following schedule:

• Quarterly: If Partner's accrued balance equals or exceeds the quarterly minimum ($50.00, unless KadoPool notifies Partner of another amount) at the end of any calendar quarter (March 31, June 30, September 30, or December 31), KadoPool will initiate disbursement within 30 days of that date.
• Annual: Otherwise, if Partner's accrued balance at the end of the calendar year equals or exceeds the annual minimum ($25.00, unless KadoPool notifies Partner of another amount), KadoPool will disburse it no later than February 15 of the following year. A smaller balance carries over to the following year and is disbursed once it reaches a minimum; it is never forfeited.
• Payout costs: Each disbursement is made net of the fees Stripe charges to pay it out to Partner's bank account. The gross amount, the fee, and the net amount appear in the payout confirmation.

4.3 Verification Requirement

Disbursement is strictly contingent upon Partner maintaining an active and verified Stripe Connect account in good standing. KadoPool is not liable for fees that cannot be disbursed due to an inactive, restricted, or unverified Stripe account. If Partner's Stripe account is closed or restricted, KadoPool will hold accrued funds for 90 days pending resolution; unclaimed funds after that period will be handled in accordance with applicable abandoned property law. This Section does not apply to Donation Pool contributions, which are paid to Partner's own Stripe Connect account as each is made (Section 11.6).

4.4 Activity Reports

KadoPool will send Partner activity reports periodically, and at least once a year no later than January 15 for the prior calendar year. Each report states, for its period: the number of Linked Pools, the gross amount contributed in them, the Platform Fees KadoPool collected on them, and the amount allocated to Partner. The annual report is KadoPool's statement of gross income from the promotion for that period under Section 5.1.

5Commercial Co-Venture Compliance

The parties acknowledge that this Addendum may constitute a "Commercial Co-Venture" or equivalent arrangement under the laws of certain states. KadoPool will maintain any registrations required of the for-profit party under applicable state commercial co-venture laws in states where it actively operates the program. Partner, as a charitable or tax-exempt organization where applicable, is responsible for any registrations, disclosures, or filings required of the charitable party under the laws of its state of operation, and agrees to cooperate with KadoPool in good faith to satisfy those requirements. KadoPool reserves the right to suspend fee accrual or disbursement to Partners in jurisdictions where the arrangement cannot be made compliant, without liability to Partner for such suspension.

5.1 Promotion Period

For state commercial co-venture laws, the Partner Program is one continuous promotion for each Partner, run in calendar-year periods. The first period starts on the 10th day after Partner accepts this Addendum and ends on December 31; each later period runs from January 1 to December 31 while this Addendum is in force. Fees recorded before the first period starts are included in it. Where its state requires, Partner files this Addendum once when it joins, and reports once per period using KadoPool's annual report under Section 4.4.

6Marketing and Disclosures

To comply with consumer protection and commercial co-venture laws, Partner agrees to use only truthful, accurate language when promoting this arrangement. When referencing the financial benefit to Partner, communications must state:

"KadoPool will pay [Organization Name] 30% of its Platform Fee for every transaction made in a linked pool,"

or substantially similar language. This requirement extends to any promotional materials referencing Donation Pools (Section 11). Partner may not represent that Contributor payments to KadoPool are tax-deductible charitable gifts, except in the context of contributions made through a Donation Pool in accordance with Section 11.

7Audit Rights

7.1 Partner's Right

Upon reasonable written request (no more than once per calendar year), Partner may request a financial accounting of Platform Fees generated by its Linked Pools to verify the 30% calculation. KadoPool will respond within 45 days.

7.2 KadoPool's Right

KadoPool reserves the right to review Partner's promotional materials referencing this arrangement upon reasonable written request to verify compliance with Section 6.

8Term and Termination

Either party may terminate this Addendum for any reason upon 30 days' written notice delivered to the other party's registered email address. Upon termination:

• From the date notice of termination is given, no new Donation Pool may designate Partner and no new Gift Pool may be Linked to Partner.
• Each open Donation Pool designating Partner whose closing date falls after the effective termination date is brought forward to that date. KadoPool informs its Organizer by email that Partner will no longer take part in the Partner Program after that date.
• At the end of the effective termination date, KadoPool closes every Donation Pool still open for Partner. Their donations are paid to Partner's bank under Section 11.6 once they have cleared, net of payout costs, even when that is after the termination date.
• Fees accrued prior to the effective termination date will be disbursed in the next standard payout cycle, whatever their amount and net of payout costs (Section 4.2), provided Partner's Stripe account remains active and in good standing.
• If Partner's Stripe account is closed or restricted at the time of termination, Section 4.3 governs the disposition of held funds.

9Amendments

KadoPool may update this Addendum from time to time. Partner will receive at least 30 days' written notice via its registered email address before any change takes effect. Continued participation in the Partner Program after the notice period constitutes acceptance of the updated Addendum. If Partner does not agree to an update, Partner may terminate this Addendum under Section 8 before the effective date of the change.

10Representations and Tax Responsibility

10.1 Authority

The Authorized Representative represents that they have full legal authority to bind Partner to this Addendum, and that Partner is duly organized and in good standing under applicable law.

10.2 Tax Responsibility

Partner is solely responsible for determining the tax treatment of commercial fees received under this Addendum — including any Unrelated Business Taxable Income (UBTI) implications for tax-exempt organizations — and for all related reporting and payment obligations. KadoPool does not provide tax advice.

11Donation Pools

11.1 Definition

A "Donation Pool" is a distinct pool type through which Contributors make charitable contributions that are paid to the Partner Organization's own Stripe Connect account as each is made (net of applicable fees). Donation Pools are available exclusively within the United States.

11.2 Eligibility

Donation Pools are available only to Partner Organizations with confirmed active tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, as verified through KadoPool's verification process. A Partner Organization can be chosen for a Donation Pool only once its claim is confirmed, its verification with Stripe and the IRS is complete, and its Stripe Connect account can receive payments. For-profit entities are not eligible for Donation Pools. KadoPool reserves the right to suspend Donation Pool functionality pending periodic re-verification of a Partner's tax-exempt status, which KadoPool may conduct at any time.

11.3 Organizational Information

Partner's legal name and mailing address for contribution acknowledgments are retrieved automatically from Partner's verified Stripe Connect account. The Employer Identification Number (EIN) — the one piece of tax information Stripe collects for W-9 compliance but does not expose back to KadoPool — is the one Partner gives when claiming its profile (Section 3). Donation Pools additionally require that EIN to show active 501(c)(3) status with deductible contributions in the IRS list, checked once Stripe has verified Partner (Section 11.2). Partner is responsible for the accuracy of the EIN provided.

11.4 Open Model — Who May Create a Donation Pool

Any registered KadoPool user ("Organizer") may create a Donation Pool designating a Partner Organization eligible for Donation Pools under Section 11.2 as the beneficiary. Partner will receive notification when a Donation Pool is created in its name. By participating in the Partner Program, Partner acknowledges and consents to this open model.

Organizer representations applicable to Donation Pool creation — including that the Organizer is acting as an uncompensated volunteer and is not a professional fundraiser — are governed by the KadoPool Terms of Service, which each Organizer agrees to upon account registration. KadoPool's role is that of a software platform; it does not solicit charitable contributions. The Donation Pool page will identify the Organizer and the Partner Organization so that Contributors understand the nature and origin of the solicitation.

11.5 Fee Structure and Rebate

The standard Platform Fee applies to Donation Pool transactions on the same basis as Gift Pools. The Platform Fee and Stripe's processing fee are Partner's costs of receiving each donation, taken from it. The Organizer chooses, when creating the pool, how they are covered: (a) included in the donation (the default): the Contributor's donation is the amount they choose, fees included, and Partner receives it less those fees; or (b) covered by the Contributor: the Contributor's donation is the amount they choose plus the fees, and Partner receives it less those fees, that is, the amount the Contributor chose, less any additional processing fee Stripe charges for a card issued outside the United States. In addition to these proceeds, KadoPool donates to Partner 30% of the Platform Fee it collects on the Donation Pool. This donation is made by KadoPool LLC in its own name and is not attributable to any Contributor. It is included with each Contributor's donation as that donation is made. When KadoPool pays a Donation Pool's donations to Partner's bank (Section 11.6), the payout costs described in Section 4.2 are taken from that payout, once per payout. Each Contributor's acknowledgment states the full amount they paid, fees included, under either option.

11.6 Disbursement

Each donation is paid to Partner's Stripe Connect account as it is made. KadoPool sets that account's payouts to its bank to a manual schedule, so that nothing is paid out to Partner's bank while a Donation Pool is open and Partner has nothing to do to receive the money.

Once a Donation Pool has closed and each of its donations has cleared with Stripe and is at least 24 hours old, KadoPool pays the pool's donations from Partner's Stripe account to Partner's bank in a single payout. Before sending it, KadoPool takes from Partner's Stripe balance the fee Stripe charges for that payout (Section 4.2). Pools that are ready on the same day are paid together. KadoPool notifies Partner by email when a payout is sent.

A donation flagged for suspected fraud is left out of its pool's payout. It is paid out on its own once cleared, or refunded with Partner's part of it if fraud is confirmed.

Payouts to Partner's bank pause, while donations keep reaching Partner's Stripe account:

• while Partner's annual re-verification (Section 11.11) is overdue;
• for 7 days after a change to the bank account or the representative on Partner's Stripe account;
• while Partner or the pool is under review by KadoPool;
• while Partner no longer meets Section 11.2.

A donation whose pool is still open 540 days after the donation is paid out to Partner's bank on its own.

11.7 Contribution Acknowledgments

Partner is responsible for issuing contribution acknowledgments to Contributors. When a Donation Pool closes, KadoPool provides Partner with each Contributor's name, email address, ZIP code and contribution amount. At Partner's request, and once Partner has provided what KadoPool needs (including its logo and the wording of its acknowledgment), KadoPool may send acknowledgments to Contributors in Partner's name as its limited authorized agent. Acknowledgments are issued after the Donation Pool closes, once contributions are final. Acknowledgments KadoPool sends on Partner's behalf are issued in the Partner Organization's name and include:

• The Partner Organization's legal name and EIN;
• The Contributor's name;
• The date and charitable contribution amount;
• A statement that no goods or services were provided in exchange for the contribution (or, where applicable, a description and good-faith estimate of the fair market value of any goods or services provided).

Partner represents that it will maintain its 501(c)(3) status and will notify KadoPool immediately if that status is revoked, suspended, or otherwise changes.

11.8 Partner's Responsibility for Acknowledgments

When KadoPool sends contribution acknowledgments on Partner's behalf, its role is administrative only. Partner is solely responsible for the legal sufficiency of acknowledgments under applicable IRS rules and state law, including ensuring that the organizational information provided under Section 11.3 is accurate and current. KadoPool is not liable for any tax consequences to Contributors arising from inaccurate or untimely acknowledgments resulting from Partner's failure to provide correct information.

11.9 Contributor Disclosures

KadoPool will display the following information to Contributors at or before checkout for every Donation Pool:

• The Partner Organization's legal name and EIN;
• The amount the Contributor will be charged, which is the donation, and, when the Contributor covers the fees, the part of it that covers the Platform Fee and processing fees;
• A statement that the donation, fees included, may be tax-deductible to the extent permitted by law, and that Contributors should consult their tax advisor.

KadoPool does not provide tax advice to Contributors.

11.10 Software Provider Position

KadoPool provides software infrastructure enabling Partner Organizations to receive charitable contributions through Donation Pools. KadoPool is not a charitable organization and does not solicit donations on behalf of any Partner. Partner is responsible for ensuring that its own fundraising activities, and those of Organizers acting as volunteers on its behalf, comply with applicable charitable solicitation registration and disclosure laws in Partner's jurisdiction.

11.11 Recertification

KadoPool will conduct periodic re-verification of Partner's 501(c)(3) status through KadoPool's verification process. If KadoPool determines that a Partner's tax-exempt status has lapsed or been revoked:

• Donation Pool creation will be suspended immediately;
• Partner's Donation Pools stop accepting donations;
• Donations already in Partner's Stripe account stay there, and KadoPool's payouts of them to Partner's bank are paused until Partner's status is confirmed again; fees accrued on Linked Gift Pools are disbursed under Sections 4.2 and 4.3.

Partner agrees to cooperate with KadoPool's recertification process and to promptly notify KadoPool of any change to its tax-exempt status.

While Partner's annual re-verification is merely overdue, Donation Pools keep accepting donations and only the payouts to Partner's bank pause (Section 11.6).

11.12 Quid Pro Quo

If Contributors receive goods, services, or other benefits of material value in connection with a Donation Pool contribution, the deductible amount may be reduced. Partner must notify KadoPool before opening any such pool so that checkout disclosures can reflect the appropriate quid pro quo disclosure.

11.13 International Scope

Donation Pools are currently available only to US-based organizations with active 501(c)(3) status. Availability for organizations outside the United States will be announced separately as KadoPool assesses the applicable legal requirements for each jurisdiction.

11.14 Reversed Contributions

When a contribution to a Donation Pool is refunded, or disputed with the Contributor's bank or card issuer, KadoPool takes Partner's part of it back from Partner's Stripe balance, as long as it has not been paid out to Partner's bank. If a dispute is decided in KadoPool's favor, KadoPool pays Partner's part to Partner again. Once a contribution has been paid out to Partner's bank, KadoPool does not reverse it automatically or debit Partner's bank account: the parties settle it together, and Partner authorizes KadoPool to offset the amount against any amount later payable to Partner, including KadoPool's 30% donation. KadoPool bears the payment processor's dispute fees.

11.15 Card Statements

A Contributor's card statement shows a donation to a Donation Pool as "KADOPOOL*" followed by a short form of Partner's name, which KadoPool sets from Partner's name when Partner becomes eligible, and may change on Partner's request.

12Miscellaneous

12.1 Severability

If any provision of this Addendum is found invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

12.2 Entire Agreement

This Addendum and the Terms constitute the entire agreement between the parties with respect to the Partner Program and supersede all prior written or oral representations, negotiations, and understandings on that subject.

12.3 Written Notice

All written notices under this Addendum must be delivered via email: to Partner at its registered email address on file with KadoPool, and to KadoPool at [email protected]. A notice is deemed delivered on the day it is sent, provided no delivery failure notification is received within 24 hours.

13Incorporation

This Addendum supplements the KadoPool Terms of Service. In the event of a direct conflict between the Terms and this Addendum on a matter relating to the Partner Program, this Addendum governs. All other provisions of the Terms — including, without limitation, the governing law (Section 11), limitation of liability (Section 12), and indemnification (Section 13) — apply to this Addendum in full.