For Purpose OS Service Terms

These For Purpose OS Service Terms ("Agreement") govern access to and use of the ēosIQ and Akademia subscription services, individual Akademia course purchases, related software components, documentation, support, and any professional services (collectively, the "Services").

By (a) clicking to accept, (b) completing checkout, (c) signing an order form that references this Agreement, or (d) accessing or using any Services, Customer agrees to this Agreement. If the individual accepting does so on behalf of an entity, that individual represents they have authority to bind the entity.

1. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party.

"Akademia" means the hosted Akademia learning and community platform, including courses, community forums, live events, and resources.

"Authorized User" means an individual Customer authorizes to use the Services under Customer's account.

"Community Content" means posts, comments, questions, files, and other material submitted by Customer or Authorized Users to the Akademia community forums or live events.

"Course" means an individual Akademia course, whether accessed through a subscription or purchased individually.

"Customer Data" means data, content, files, and information submitted to the Services by or for Customer, including personal information where applicable.

"Documentation" means published user guides and technical documentation for the Services.

"Individual Course Purchase" means a one-time purchase of a single Course outside of a subscription.

"Order Form" means an ordering document, statement of work, or similar ordering mechanism specifying the Services, quantities, scope limits, committed term, and fees.

"Self-Serve Subscription" means a monthly or annual subscription to ēosIQ or Akademia purchased through online checkout without an Order Form.

"Subscription Services" means the hosted ēosIQ platform, Akademia, and related subscription offerings.

"Provider," "we," "us," or "our" means Nonprofit Counsel, Inc., a Delaware Public Benefit Corporation, with offices at 213 S 2nd Street, Laramie, WY 82070.

"Customer," "you," or "your" means the entity or individual purchasing the Services, or the entity identified on the applicable Order Form.

2. Scope of Services; Ordering; Affiliates

2.1 Provision of Services

During the subscription term and subject to Customer's compliance, we grant Customer a non-exclusive, non-transferable right for Authorized Users to access and use the Services for Customer's internal business purposes, within the scope limits stated at checkout or in the applicable Order Form.

2.2 Products Sold Separately

ēosIQ and Akademia are separate products with separate subscriptions. Purchasing one does not grant access to the other. Free tiers, scope limits, and fees are specific to each product.

2.3 Order Forms Control

If there is a conflict between this Agreement and an Order Form, the Order Form controls only for that Order Form.

2.4 Affiliates

Customer Affiliates may place Order Forms under this Agreement if permitted; each Affiliate is responsible for its own compliance and payment obligations under its Order Form.

3. Free Tiers; Trials; Beta

3.1 Free Tiers and Trials

Each product offers a free tier with reduced scope, described at checkout. If Customer uses a free tier or free trial, the Services are provided during the period identified at signup or in the Order Form. We may change or end a free tier or trial at any time to the extent permitted by law.

3.2 Beta and Pre-Release

Beta features are optional, may change, and may be discontinued. Beta features are provided "AS IS" and may be excluded from support or SLA.

4. Customer Responsibilities

4.1 Account Administration

Customer is responsible for (a) maintaining confidentiality of credentials, (b) managing Authorized Users, (c) ensuring only Authorized Users access the Services, and (d) all activities under Customer accounts. Accounts and seats may not be shared beyond the number purchased.

4.2 Customer Data

Customer is responsible for the legality, quality, and integrity of Customer Data, including providing required notices and obtaining all necessary consents or lawful bases for processing.

4.3 Permitted Third Parties

Contractors and service providers may access the Services as Authorized Users solely to perform services for Customer, provided they are bound to confidentiality and use restrictions at least as protective as this Agreement.

5. Acceptable Use; Restrictions

Customer will not (and will not allow others to):

• sell, resell, rent, lease, or sublicense the Services except as expressly permitted in an Order Form;
• share account credentials, or provide access to individuals who are not Authorized Users;
• copy, record, download, redistribute, or publicly post Course materials, except where a download is expressly provided for Customer's own use;
• use the Services to provide a service bureau, time-sharing, or managed services offering to third parties unless expressly authorized;
• circumvent or disable security features; probe, scan, or test vulnerabilities; or gain unauthorized access;
• upload or transmit unlawful, infringing, defamatory, obscene, or malicious content (including malware);
• reverse engineer, decompile, or create derivative works of the Services, except to the extent permitted by law;
• access the Services to benchmark or develop competing products; or
• exceed usage or scope limits (for example, seats, storage, tokens, environments).

6. Akademia Community Standards

6.1 Who May Participate

The Akademia community forums and live events are for verified nonprofit professionals. We may verify eligibility and may decline or revoke community access.

6.2 Conduct

Customer and its Authorized Users will not harass, threaten, or demean other members, solicit or advertise to other members without our written permission, or misrepresent their identity or organization.

6.3 Member Confidentiality

Community discussion often involves sensitive organizational matters. Customer will not republish, screenshot, forward, or otherwise disclose another member's Community Content outside the community without that member's permission.

6.4 Moderation

We may moderate, edit, or remove Community Content, and may suspend or remove any participant, at our discretion and without prior notice where the circumstances warrant.

6.5 License to Community Content

Customer retains ownership of its Community Content and grants us a non-exclusive license to host, display, and distribute it within the community for the purpose of operating the Services. We will not use Community Content in external marketing without permission.

6.6 Other Members' Content

Community Content posted by other members is theirs, not ours. We do not verify it and are not responsible for it.

7. Guidance, Not Legal or Professional Advice

7.1 Nature of the Services

ēosIQ output, Course materials, resources, live events, and community discussion provide general information and guidance. They do not constitute legal, tax, accounting, or financial advice, and they are not a substitute for advice from a qualified professional about Customer's specific circumstances.

7.2 No Attorney-Client Relationship

Use of the Services does not create an attorney-client relationship with Nonprofit Counsel, Inc., with For Purpose Law Group, or with any advisor, instructor, or member. Information Customer submits to the Services or posts in the community is not privileged or confidential in the attorney-client sense.

7.3 Separate Firms

For Purpose Law Group and For Purpose Accounting are independent professional services firms. Engaging either is a separate relationship on separate terms, and nothing in this Agreement engages them.

7.4 No Outcome Guarantees

We do not guarantee any compliance, regulatory, financial, or fundraising outcome. Customer remains responsible for its own decisions and filings.

8. Support; Service Changes

8.1 Support

Support (if included) is provided per the applicable support description at checkout, in the Order Form, or in our then-current support policy.

8.2 Changes

We may update or modify the Services, provided we do not materially reduce core functionality during a paid subscription term. Course catalogs, community forums, live event schedules, and resources may change over time as content is added and retired.

9. Professional Services (If Applicable)

Professional services (implementation, configuration, training, consulting) will be described in an Order Form or statement of work. Deliverables (if any) are licensed to Customer for use with the Services unless otherwise stated.

10. Fees; Cancellation; Payment; Taxes

10.1 Fees

Fees are as stated at checkout or in the applicable Order Form. Fees for ēosIQ and Akademia are charged separately.

10.2 Self-Serve Subscriptions: Upgrades, Downgrades, and Cancellation

Customer may upgrade, downgrade, or cancel a Self-Serve Subscription at any time. Upgrades take effect immediately. Downgrades and cancellations take effect at the start of the next billing cycle, and access continues at the current level until then. A canceled monthly subscription runs to the end of the month already paid for. A canceled annual subscription runs to the end of the year already paid for and does not renew. Fees already paid are not refunded, and no early termination fee applies to a Self-Serve Subscription.

10.3 Order Form Purchases

Where Services are purchased under an Order Form with a committed term, that Order Form is non-cancelable and fees are non-refundable unless the Order Form states otherwise, and fees are based on Services purchased rather than actual usage. Section 10.2 does not apply to Order Form purchases.

10.4 Individual Course Purchases

An Individual Course Purchase is a one-time purchase of a single Course. It is not a subscription, it does not renew, and access does not depend on holding an active subscription. Access continues for as long as we offer that Course on the Akademia platform. If we retire a Course, we will give purchasers reasonable advance notice and, where practical, make the downloadable materials available before access ends.

10.5 Invoicing; Payment

Self-Serve Subscriptions are charged to the payment method on file at the start of each billing cycle. Order Form payment terms are as stated in the Order Form. Late payments may incur interest to the extent permitted by law.

10.6 No Setoff

Customer may not withhold or offset amounts due.

10.7 Taxes

Fees exclude applicable taxes, duties, and similar government assessments, except taxes on our net income.

11. Confidentiality

11.1 Confidential Information

Each party may disclose confidential information. The receiving party will protect it using reasonable care and only use it to perform under this Agreement.

11.2 Exclusions

Confidential information does not include information that is publicly available without breach, independently developed, or rightfully received from a third party.

11.3 Community Content

Community Content is subject to Section 6.3 rather than this Section 11.

12. Data Protection; Security

12.1 Customer Data Roles

Customer determines the purposes and means of processing Customer Data. We process Customer Data only (a) to provide, secure, and support the Services, (b) to comply with law, and (c) as otherwise permitted by this Agreement and applicable law.

12.2 No Model Training

Customer Data submitted to ēosIQ is not used to train artificial intelligence models, and is not disclosed to other customers.

12.3 CCPA and CPRA Service Provider or Contractor

To the extent we process "personal information" (as defined under the California Consumer Privacy Act, as amended) in Customer Data on Customer's behalf, we act as a service provider or contractor (as applicable) and will not:

• sell or share such personal information;
• retain, use, or disclose such personal information outside the direct business relationship with Customer except as permitted by the CCPA or CPRA and this Agreement; or
• combine such personal information with personal information we receive from or on behalf of another person or from our own interactions, except as permitted under CCPA or CPRA (including for security and fraud prevention and other permitted purposes).

12.4 Subprocessors

We may use subprocessors to assist in providing the Services. We remain responsible for their performance of processing obligations consistent with this Agreement.

12.5 Security Measures

We maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data.

12.6 DPA

If required by law or Customer's compliance needs, the parties will enter into a data processing addendum ("DPA") covering processing of personal data in Customer Data, including cross-border transfer mechanisms where applicable.

13. Intellectual Property

13.1 Our IP

We retain all rights in the Services, Course materials, Documentation, and underlying technology. Nothing in this Agreement transfers ownership of Course content to Customer.

13.2 Customer Data

Customer retains all rights in Customer Data. Customer grants us a limited license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Services.

13.3 Feedback

If Customer provides feedback, we may use it without restriction or obligation, but without identifying Customer as the source unless permitted.

14. Warranties; Disclaimers

14.1 Limited Warranty

We warrant we will provide the Services in a professional and workmanlike manner.

14.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

15. Indemnification

15.1 By Us

We will defend and indemnify Customer from third-party claims alleging the Services (excluding Customer Data, Community Content, and third-party integrations) infringe intellectual property, and pay covered damages and costs, subject to exclusions and Customer cooperation.

15.2 By Customer

Customer will defend and indemnify us from third-party claims arising from Customer Data, Community Content, Customer's misuse of the Services, or Customer's violation of law.

15.3 Process

The indemnified party must promptly notify, allow control of defense and settlement, and reasonably cooperate.

16. Limitation of Liability

16.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION.

16.2 Cap

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT.

16.3 Exceptions

The cap and exclusions do not apply to (a) Customer's payment obligations, or (b) a party's breach of confidentiality, to the extent prohibited by law or as specified in an Order Form.

17. Term; Termination; Suspension

17.1 Term

This Agreement begins when Customer first accepts it or accesses the Services and continues until all subscriptions and Order Forms expire or are terminated.

17.2 Cancellation by Customer

Self-Serve Subscriptions may be canceled as described in Section 10.2.

17.3 Termination for Cause

Either party may terminate a subscription or Order Form (or the Agreement if all are affected) for material breach not cured within 30 days after notice.

17.4 Suspension

We may suspend access for security threats, unlawful use, breach of Section 5 or Section 6, or non-payment after notice where reasonable.

17.5 Effect of Termination

When a subscription ends, access to subscription courses, community forums, and live events ends. Courses acquired through an Individual Course Purchase remain accessible per Section 10.4. Customer may export Customer Data during the term and for 30 days after termination (unless legally prohibited or due to unlawful use). After that, we may delete Customer Data consistent with our retention practices.

17.6 Early Termination Fees

This Section applies only to Order Form purchases with a committed term. If we terminate for Customer's uncured breach, or Customer terminates without our uncured breach, Customer remains responsible for fees due through the remainder of the committed term. If Customer terminates for our uncured breach, we will refund prepaid unused fees on a pro-rata basis.

18. Publicity

Unless Customer opts out in writing, we may identify Customer as a user of the Services (name and logo) in marketing materials, limited to factual identification. To opt out, send an email to legal@nonprofitcounsel.com.

19. Compliance; Export

Customer will comply with applicable laws, including export controls and sanctions. Customer will not provide access in violation of such laws.

20. Miscellaneous

Assignment

Neither party may assign without consent, except to an Affiliate or in connection with merger or acquisition.

Governing Law; Venue

Delaware law; venue in Albany County, Wyoming.

Notices

Notices by email and/or overnight mail to addresses in the Order Form, to the email address on Customer's account, or as updated by notice.

Changes to This Agreement

We may update this Agreement. Material changes will be posted on this page with a revised date, and where we have Customer's email address we will provide notice. Continued use after the effective date constitutes acceptance.

Entire Agreement

This Agreement, Order Forms, and referenced policies are the entire agreement.

Order of Precedence

Order Forms, then DPA (if any, for data processing only), then this Agreement.