Terms and Conditions for Charitable Organizations

You represent and warrant to Simpli that you are a tax-exempt entity pursuant to Section 501(c)(3) or other applicable sections of the Internal Revenue Code and are in good standing with the IRS and all other relevant governmental authorities. Upon request, you shall provide current IRS determination letter and Form 990 filings.

The donations facilitated under the terms of these Terms shall for all purposes be treated as charitable donations from the applicable Clients to your organization, and it is the intent of the parties that donations be made and used in compliance with all applicable federal and state laws governing donations made to charitable organizations.

You acknowledge that you may be required by law to report information about the donations facilitated under these Terms and will comply with such legal obligations.

Simpli facilitates donations of Goods from its Clients to your organization. At Simpli's sole discretion, Simpli may coordinate the donation of Goods from Clients to your organization. The quantity and type of Goods donated are determined by the applicable Client and coordinated by Simpli. Title to the Goods transfers directly from the Client to your organization upon your acceptance of the Goods, without Simpli ever taking title to or ownership of the Goods. Goods will be transferred to your organization free and clear of any liens, claims, or encumbrances, to the best knowledge of the Client, subject to the Client's warranties regarding clear title.

You shall use the Goods exclusively in furtherance of your charitable work and charitable purposes as required under Section 501(c)(3) of the Internal Revenue Code. You shall not use the Goods for the benefit of any private individual, owner, shareholder, officer, director, or employee of your organization, except as may be incidental to your organization's charitable purposes. The donated Goods must be used solely for the care of the ill, the needy, or infants, unless otherwise authorized by Simpli in writing.

The Goods may not be sold, transferred, bartered, traded, or exchanged by your organization to consumers or any other third party for consideration. You may distribute Goods at no charge to beneficiaries of your charitable programs.

Within five (5) business days of receipt of Goods, or upon written request by Simpli or any Client, you shall provide a written acknowledgment letter that complies with IRS requirements under Section 170(f)(8) of the Internal Revenue Code, including:

• (a) Name and EIN of your organization
• (b) Date of the donation
• (c) Location where the donation was received
• (d) Description of the donated Goods (in reasonable detail)
• (e) Statement that "no goods or services were provided in exchange for the contribution"
• (f) Signature of authorized representative of your organization
• (g) Recognition of Client (the donor)

For donations with a claimed value of $5,000 or more, or as requested by Simpli or the Client, you agree to:

• (a) Sign Part IV of IRS Form 8283 (Noncash Charitable Contributions) when presented by Simpli or any Client
• (b) Provide accurate information regarding the intended use of the Goods
• (c) Sign and return completed Form 8283 within ten (10) business days of receipt of Goods
• (d) Maintain records of the donation as required by IRS regulations

If you sell, exchange, or otherwise dispose of Goods within three (3) years of receipt, and the original claimed value was more than $5,000, you shall file Form 8282 (Donee Information Return) with the IRS and provide a copy to Simpli within 10 days of the disposition. You shall not sell, exchange, or otherwise dispose of Goods without the prior, express written approval of Simpli.

You shall maintain complete and accurate records of all donations from Clients facilitated under these Terms for a period of at least seven (7) years from the date of receipt, including but not limited to:

• (a) Description and quantity of Goods received
• (b) Date of receipt
• (c) Use or distribution of Goods
• (d) Copy of all tax-related documentation provided

Upon request by Simpli, you shall provide within thirty (30) days documentation demonstrating your compliance with these Terms, including but not limited to descriptions, photographs, or summaries of how the Goods were used or distributed in furtherance of charitable purposes.

Simpli shall have the right to audit your compliance with these Terms upon at least fifteen (15) business days' written notice during normal business hours. Such audits shall not unreasonably interfere with your operations.

Material violations of these Terms, including failure to provide required tax documentation, may result in immediate termination of your account, suspension of future donations, exercise of Simpli's recovery and forced transfer rights under Section 4.4, and legal action to protect the interests of Simpli and its Clients.

(a) Recovery Rights. If you breach any provision of these Terms, or if Simpli reasonably determines that you are failing to use or distribute Goods in accordance with Section 2.2 (Conditions of Use), Simpli shall have the right, upon written notice to you, to:

• (i) Require you to immediately transfer any undistributed Goods in your possession or control to one or more alternative charitable organizations designated by Simpli, at your expense;
• (ii) Enter your premises during normal business hours (or authorize its agents or designated charitable organizations to do so), upon reasonable notice, to recover, remove, and take possession of any undistributed Goods; and
• (iii) Direct any pending shipments of Goods to alternative charitable organizations designated by Simpli in lieu of delivering to you.

(b) Cooperation. Upon receipt of a recovery notice from Simpli, you shall: (i) immediately segregate all undistributed Goods from your other inventory and property; (ii) provide Simpli with a complete and accurate inventory of all undistributed Goods within five (5) business days; (iii) make all undistributed Goods available for pickup or transfer within ten (10) business days, or such shorter period as Simpli may reasonably specify if there is an imminent risk of misuse, destruction, or disposal of Goods; and (iv) cooperate fully with Simpli and any designated alternative charitable organization to facilitate the orderly transfer of Goods.

(c) Simpli's Discretion. Simpli shall have sole discretion in selecting alternative charitable organizations to receive transferred Goods. Alternative charitable organizations must be qualified under Section 501(c)(3) of the Internal Revenue Code and agree to use the Goods exclusively for charitable purposes.

(d) Costs. All costs associated with the recovery, transfer, or redelivery of Goods under this Section — including without limitation transportation, storage, handling, and insurance — shall be borne by you. If you fail to bear such costs, the costs shall be added to your indemnification obligations under Section 8.

(e) No Waiver. Simpli's exercise of its rights under this Section shall not constitute a waiver of any other rights or remedies available to Simpli under these Terms or applicable law, including without limitation the right to terminate these Terms under Section 10.2 and the right to pursue indemnification under Section 8.

(f) Title. For purposes of this Section, you acknowledge that title to undistributed Goods that are subject to a recovery notice shall transfer from you to the alternative charitable organization designated by Simpli upon such organization's acceptance of the Goods. You shall execute any documents reasonably necessary to effectuate such transfer.

Simpli may, in its sole discretion, provide you with access to Simpli's technology platform ("Platform") to facilitate coordination of donations and related activities under these Terms. You acknowledge and agree that any actions taken through the Platform or through Simpli's electronic messaging channels using your account credentials or registered contact information, including but not limited to accepting donations and confirming receipt of Goods, shall be legally binding and enforceable as if executed in writing.

By accessing the Platform, you agree to be bound by Simpli's additional Terms and Conditions and Privacy Policy as posted on Simpli's primary website (currently usesimpli.com), which are incorporated herein by reference. These documents shall be clearly identified and accessible as the "Terms and Conditions" and "Privacy Policy" on such website. Simpli may update these policies from time to time by posting revised versions on its website. Your continued use of the Platform following the posting of revised Terms and Conditions or Privacy Policy constitutes acceptance of such changes. Simpli will provide notice of material changes to these policies through the Platform or via email to your designated contact. In the event of any conflict between these Terms and the additional Terms and Conditions or Privacy Policy, these Terms shall control.

Any Platform access granted to you is non-exclusive, non-transferable, and revocable at Simpli's sole discretion. You acknowledge that Simpli retains all right, title, and interest in and to the Platform, including all intellectual property rights therein.

You shall use the Platform and any associated messaging channels solely for purposes related to these Terms and in accordance with all applicable laws and Simpli's acceptable use policies. You shall not:

• (a) Attempt to reverse engineer, decompile, or disassemble the Platform or any associated technology;
• (b) Use the Platform or messaging channels for any unauthorized, fraudulent, or unlawful purpose;
• (c) Send or transmit any abusive, threatening, defamatory, or illegal content through Simpli's messaging channels;
• (d) Share messaging access, credentials, or contact information associated with your account with unauthorized individuals; or
• (e) Take any action through the Platform or messaging channels that could result in carrier complaints, message blocking, or violations of applicable telecommunications laws or regulations.

By creating an account on the Platform, you consent to receive communications from Simpli via email, text message (SMS/MMS), messaging applications, or other electronic messaging channels at the contact information associated with your account. These communications may include operational notifications regarding donations and deliveries, requests to take action (including accepting or declining donations, confirming receipt of Goods, and providing required documentation), and messages from Simpli team members, contractors, or automated systems including AI-powered agents. Actions taken through these channels carry the same legal force and effect as actions taken through the Platform, and any response from your registered contact information shall be deemed an act of your organization. Simpli may rely on such communications without independent verification of the responding individual's identity or authority. Records of these communications shall constitute valid documentation of actions taken under these Terms.

Simpli may use third-party service providers to deliver these communications. You may opt out of non-essential messages at any time by replying STOP to any text message or by contacting legal@simpli.supply, but opting out does not relieve you of any obligation under these Terms. Standard message and data rates may apply. Nothing in this Section modifies the requirements for formal notices under Section 11.2.

To the extent Simpli shares personal information of end recipients with you in connection with the Services (including through SimpliServe or any distribution event), you shall: (a) use such information solely for purposes directly related to the charitable distribution of Goods and your organization's charitable mission; (b) protect such information using at least the same degree of care you apply to your own confidential information, and in no event less than commercially reasonable measures; (c) not sell, rent, or otherwise disclose such information to any third party except as required by law; (d) comply with all applicable data protection laws, including the California Consumer Privacy Act (CCPA) to the extent applicable; and (e) promptly notify Simpli of any data breach or unauthorized access involving end-recipient personal information. Your obligations under this Section shall survive termination of these Terms.

You agree to maintain in strict confidence, and not to disclose to any third party without the prior written consent of Simpli, any non-public, proprietary, or confidential information received from Simpli or its Clients in connection with these Terms, including but not limited to the identity of Clients, the nature or quantity of Goods donated, pricing information, and any logistical or operational information related to donations.

You shall not, directly or indirectly, for a period of three (3) years following termination of these Terms, except with the prior express written consent of Simpli:

• (a) Enter into any transaction with any of Simpli's Clients similar to, in competition with, or which otherwise could have the effect of preventing Simpli from receiving the full benefit of the transactions contemplated by these Terms
• (b) Solicit Simpli's Clients to enter into any such transaction for the purpose of circumventing Simpli
• (c) Use any confidential information obtained through this relationship to compete with Simpli

You shall not market, promote, or publicly reference the Goods, Simpli, or any Client without Simpli's prior written consent. Conversely, you hereby grant Simpli and its Clients the right to market, promote, and publicly reference any donations facilitated under these Terms, including but not limited to:

• (a) Using your organization's name, logo, trademarks, and other identifying materials in marketing, promotional, and publicity materials;
• (b) Describing the nature, scope, and impact of donations made to your organization;
• (c) Featuring your organization in case studies, press releases, website content, social media posts, and other promotional materials;
• (d) Photographing or filming donated Goods and your organization's use or distribution of such Goods for promotional purposes; and
• (e) Including your organization in donor recognition materials, annual reports, and stakeholder communications.

You represent and warrant that you have the authority to grant these marketing rights on behalf of your organization. You agree to reasonably cooperate with Simpli and its Clients in their promotional activities, including providing quotes, testimonials, or other content as reasonably requested.

You represent and warrant that:

• (a) You have full corporate authority and power to enter into these Terms on behalf of your organization and to bind your organization to these Terms
• (b) You are an authorized representative of your organization with the legal authority to accept these Terms on its behalf
• (c) Your organization is and will remain a qualified tax-exempt organization under Section 501(c)(3)
• (d) Your organization will use the Goods exclusively for charitable purposes
• (e) Your organization will comply with all applicable laws and regulations
• (f) All information provided to Simpli about your organization is true, accurate, and complete

THE GOODS ARE DONATED "AS IS" WITH ALL FAULTS. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ACCEPTING GOODS DIRECTLY FROM THE APPLICABLE CLIENT, AND THAT NEITHER SIMPLI NOR ANY CLIENT MAKES ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS OR ANY PLATFORM ACCESS PROVIDED, INCLUDING ANY WARRANTY OF CONDITION, QUALITY, OR SUITABILITY, WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. YOU FURTHER ACKNOWLEDGE THAT SIMPLI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONDITION, LEGALITY, OR FITNESS OF ANY GOODS FOR YOUR INTENDED USE.

You shall indemnify, defend, and hold harmless Simpli, its officers, directors, employees, agents, affiliates, successors, and permitted assigns, and the Clients of Simpli, and their respective officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by any Indemnified Party arising out of or related to:

• (a) Any breach or non-fulfillment of any provision of these Terms by you
• (b) Any negligent or more culpable act or omission by you in connection with the Goods
• (c) The Goods, or any bodily injury, death, or property damage caused by your use, handling, or distribution of the Goods
• (d) Any failure by you to comply with applicable laws, regulations, or tax requirements
• (e) Any claim by third parties related to your use or distribution of the Goods
• (f) Any tax penalties, interest, or liabilities arising from your failure to comply with tax documentation requirements
• (g) Any claim that your use of the Goods violates any third party's rights
• (h) Any environmental claims related to the Goods after receipt by you
• (i) Any misuse of the Platform or violation of Platform terms and conditions by you
• (j) Any claims arising from the acts or omissions of your employees, agents, contractors, or affiliates in connection with the Goods or these Terms
• (k) Any violations of sanctions laws, OFAC regulations, or other trade compliance requirements
• (l) Any data security breaches or cyber incidents involving Simpli or Client information that arise from your acts, omissions, or errors, or those of your employees, agents, contractors, or affiliates
• (m) Any claims by insurance carriers seeking subrogation or reimbursement
• (n) Any claims, carrier penalties, regulatory fines, or liabilities arising from your misuse of Simpli's messaging channels or from actions taken by unauthorized individuals through your account's registered contact information

You specifically agree to indemnify and hold harmless all Indemnified Parties from any claims, penalties, interest, or additional taxes imposed by the IRS or any other taxing authority arising from:

• (a) Your failure to provide required tax documentation for donations facilitated under these Terms
• (b) Your failure to properly report donations or dispositions
• (c) Any challenge to the charitable nature of any donation facilitated under these Terms based on your actions or status
• (d) Any disallowance of tax deductions claimed by Clients related to donations facilitated under these Terms

These Terms shall remain in effect indefinitely unless terminated by Simpli in accordance with this Section.

Only Simpli may terminate these Terms:

• (a) By providing you with thirty (30) days' advance written notice
• (b) Immediately upon material breach by you that remains uncured for fifteen (15) days after written notice
• (c) Immediately if you lose your tax-exempt status or are no longer qualified to receive charitable donations
• (d) Immediately at Simpli's sole discretion for any reason or no reason

Upon termination:

• (a) All pending obligations regarding tax documentation must be completed
• (b) All confidentiality obligations shall survive indefinitely
• (c) All indemnification obligations and all limitations of liability shall survive indefinitely
• (d) Non-circumvention obligations shall remain in effect for three (3) years
• (e) Any Platform access shall immediately terminate
• (f) Simpli's rights under Section 4.4 (Goods Recovery and Forced Transfer) shall survive termination and remain exercisable with respect to any Goods in your possession or control as of the effective date of termination

You acknowledge that a breach of these Terms would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Simpli may seek equitable relief, including injunctive relief and specific performance, in addition to any other available remedies.

All notices under these Terms shall be in writing and delivered by personal delivery, nationally recognized overnight courier, email, or certified mail.

Notice to Simpli:
Attn: Theodore Raskin, Chief Executive Officer
Simpli Inc.
115 West 30th Street, Suite 503
New York, NY 10001
E-mail: legal@simpli.supply

Notice to You: To the contact information provided in your account registration.

These Terms shall be governed by the laws of the State of New York without regard to conflict of law principles.

If any provision of these Terms is invalid or unenforceable, the remaining provisions shall remain in full force and effect.

These Terms constitute the entire agreement between the parties and supersede all prior understandings and agreements.

These Terms may only be amended by written agreement signed by both parties, or by Simpli posting updated Terms on its website with notice to you.

These Terms may be executed in counterparts, including electronic counterparts.

You represent and warrant that:

• (a) You are not, and none of your officers, directors, or controlling persons are, designated on any U.S. or international sanctions lists
• (b) You will comply with all applicable U.S. and international trade sanctions and export control laws
• (c) You will not use donated Goods in any manner that violates sanctions or export control laws
• (d) You will immediately notify Simpli if you become subject to any sanctions designation

You shall indemnify Simpli and Clients against any sanctions violations or penalties arising from your actions.

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemic, government actions, or labor disputes. The affected party shall promptly notify the other party and use reasonable efforts to mitigate the impact. If force majeure continues for more than ninety (90) days, Simpli may terminate these Terms with written notice.

Any dispute arising under these Terms shall first be addressed through good faith negotiations. If not resolved within thirty (30) days, disputes shall be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in New York, New York. Each party shall bear its own costs, and the arbitrator's decision shall be final and binding. Notwithstanding the foregoing, Simpli may seek injunctive relief in any court of competent jurisdiction for breaches of confidentiality, intellectual property, or non-circumvention provisions.

Any third party that is an express third-party beneficiary of these Terms (including Clients of Simpli) may invoke the dispute resolution procedures set forth in this Section 11.10 to enforce any obligation under these Terms for which such party is an intended beneficiary, subject to the same procedures and limitations applicable to Simpli.