Terms & Conditions.

1.1 License. Subject to the provisions set forth in these Terms, Sponsa provides you with a limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Platform. The Platform is intended for internal business use only.

1.2 Account. To access and use the Platform, you will be required to register for an account by creating a username and a password. You are responsible for maintaining the confidentiality of your username and password. You agree to notify Sponsa immediately upon becoming aware of any breach of security or unauthorized use of your account. You are responsible for all activities or actions that occur under your account, including activities of all users who access or use the Platform through your account. You shall ensure that any such users will comply with these Terms.

1.3 User Information. Upon registration and use of the Platform you will be required to provide Sponsa with certain Personal Information. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. Sponsa's use and process of such Personal Information shall be governed by our Privacy Policy.

1.4 Third Party Features. The Platform may contain services, features and functionalities linking you to, or providing you with, certain functionality and access to third party services and content, including using service providers for cloud infrastructure and hosting services. You acknowledge that Sponsa is not responsible for such third-party services. If you have problems resulting from using any third-party services, or if you suffer data loss or other losses as a result of problems with any other service provider or third-party services, Sponsa will not be responsible for such losses.

2.1 Age of Majority. The Platform and related services are intended for use by persons over the age of majority (as determined by applicable laws where such persons reside in: "Age of Majority"). Under no circumstances should the Platform be used by persons under the Age of Majority. We will not knowingly collect personal information from any person under the Age of Majority, unless we are provided with a valid parental or guardianship approval and consent, in accordance with the requirements of applicable laws, and at our sole discretion. If You discover that your child has been using the Platform without your consent, or that someone has been using the Platform for or on behalf of your child without your consent, please contact us using the information below under "How to Contact Us" and we will take reasonable steps to delete the child's information from our active databases. Sponsa reserves the right to check its user base from time to time and remove users whom Sponsa has grounds to believe are in fact minors, including without limitation, restricting those user accounts, or deleting them, as Sponsa may deem appropriate.

3.1 AI Features. Some features of the Platform may utilize artificial intelligence (the "AI Features"). Sponsa uses a third-party to enable the AI Features. Sponsa's use of the AI Features may involve the transfer of certain data to third-party providers for the purpose of delivering services related to the Platform, including Personal Information and Confidential Information, all subject to appropriate contractual safeguards and security measures. You represent and warrant that you have obtained all necessary rights and consents from your authorized users to permit such processing. If you use AI Features, you hereby instruct Sponsa to process certain of your Personal Information and Confidential Information for such purposes.

3.2 Input and Output. You are solely responsible for the legality, accuracy and quality of data submitted to the AI Features ("Input"), including for ensuring that your collection, processing, storage and transmission of the Input is compliant with all applicable laws, as well as any and all privacy policies, agreements or other obligations you may have with third parties. You represent and warrant that you obtained, and covenant to maintain all required consents and licenses, and will maintain all ongoing legal bases under relevant privacy laws (if applicable), necessary to provide and make available the Input through the AI Features. You acknowledge and agree you are solely responsible for your use of any output generated by the AI Features ("Output"), including evaluating the accuracy of such Output. In connection with the Output, you acknowledge that: (i) you are not required by law or otherwise to provide any specific Input and that any input is provided on a voluntary basis, and (ii) that Sponsa is not responsible for the accuracy, usefulness, safety, or intellectual property rights of, or relating to, such Output. In addition, you acknowledge that the Output is subject to, depends on, and is a function of the Input provided. You acknowledge that any Output may not be unique. Your consent to Sponsa's use, processing, and storage of Input and Output to further develop, enhance, and improve the Platform and the AI Features. You agree not to use the AI Features for any illegal, unethical, or unauthorized purposes. You shall comply with any guidelines or ethical standards provided by Sponsa for the use of AI Features.

4.1 Privacy. By using the Platform, you acknowledge that we may collect, process, and store certain Personal Information in accordance with our Privacy Policy which is available at www.sponsa.ai/privacy. You hereby represent and warrant that you obtained and will maintain throughout the subscription period all approvals and consents as required under applicable law, including privacy rules for the purpose of collecting and processing such information. In addition, you agree that we may collect, and access aggregated, non-personally identifiable information to provide support and maintenance and to improve our products and services, including following termination of the subscription period.

4.2 SMS/Text Messaging Program. As part of the Platform, Sponsa offers an SMS text messaging program (the "SMS Program") to registered Users who opt in. Through the SMS Program, Sponsa may send you text messages related to your account and use of the Platform, including sponsorship application status updates, activation task reminders, and related account communications. Message frequency varies based on your account activity. Message and data rates may apply, as determined by your mobile carrier; Sponsa is not responsible for any such charges. Consent to receive messages through the SMS Program is not a condition of purchasing or using any Sponsa service and may be withdrawn at any time. You may opt out by replying STOP to any message; you will receive one final confirmation message. For assistance, reply HELP to any message, or contact us at info@sponsa.ai. Your mobile phone number and SMS consent are handled in accordance with our Privacy Policy, available at www.sponsa.ai/privacy, including Section 5.2 of that Policy governing the sharing of such information with third parties.

5.1 Compliance with Law. All users of the Platform, including youth sports organizations and businesses, are solely responsible for compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation charitable solicitation laws, consumer protection laws, anti-money laundering regulations, and applicable tax laws. Sponsa makes no representation that the use of the Platform complies with the laws of any jurisdiction, and Sponsa shall not be responsible for any user's failure to comply with applicable laws.

6.1 Sponsa's Technology. All intellectual property rights, including copyrights, patents, trademarks and trade secrets in the Platform and any part thereof and any and all derivatives, modifications, enhancements, changes and improvements thereof (the "Sponsa Technology") lie exclusively with Sponsa. No title to or ownership of any proprietary rights related to the Sponsa Technology is transferred to you under these Terms. All rights not explicitly granted to you under these Terms are reserved by Sponsa.

6.2 Sponsa's Trademarks. All trademarks and all other marks, trade names, service marks, illustrations, images, or logos appearing in connection with the Platform are and shall remain, the exclusive property of Sponsa and are subject to the protection granted by applicable law.

6.3 Restrictions. You shall not, and you may not allow others to: (i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Sponsa Technology, or derive or attempt to create or derive, by reverse engineering or otherwise, the source code of the Platform; (ii) resell, lease, sublicense or distribute the Sponsa Technology to any person; (iii) represent that you possess any proprietary interest in the Sponsa Technology; (iv) use the name, trademarks, trade-names, and logos of Sponsa (v) sub-license your right to access and use the Platform or otherwise provide remote access to the Platform to any third party; and (vi) use the Platform to provide third parties with managed services or provide remote access to the Platform to any person.

7.1 User Content. You hereby grant us a limited, non-exclusive license to use, copy and reproduce any materials and data used or uploaded by you to the Platform ("Content") for the purpose of providing you with related services, to the extent required to perform and improve the functionality of the Platform and to comply with applicable law. You hereby represent and warrant that copying, uploading and use of the Content does not infringe any third-party rights, including intellectual property rights and privacy rights. You acknowledge and agree that we will not be liable for any Content and any use thereof, including, without limitation, for any errors or omissions, or for any infringement of third party's rights, loss or damage of any kind incurred as a result of the use or display of any Content. The Content is and shall remain your property and you shall be responsible for your use thereof. The Platform is not intended to be used as storage, backup or archiving services. It is your responsibility to back up the Content and you are responsible for any lost or unrecoverable Content.

8.1 Payments. Local businesses may make payments in support of campaigns created by youth sports organizations through the Platform ("Payments"). All Payments shall be paid in advance by credit card through the payment processor designated by Sponsa. By providing your credit card information, you authorize Sponsa (or its third-party payment processor) to charge your card for the applicable Payment. Following deduction of applicable processing fees from the total Payment before allocation of the Organization Share and Sponsa's share, an amount equal to the percentage allocated to the applicable youth sports organization, as specified in the relevant campaign (the "Organization Share"), will be transferred to the applicable youth sports organization, and the remainder of the Payment (the "Sponsa's Share") will be retained by Sponsa. The Organization Share percentage may vary by campaign.

8.2 Third-Party Payment Processor. We use Stripe Inc. ("Stripe") as our third-party payment processor to handle all transactions. Your use of Stripe is subject to its terms available at https://stripe.com/legal/ssa and www.sponsa.ai/privacy, which we encourage you to review. Sponsa is not responsible for any errors, delays, chargebacks, or other issues caused by Stripe or any other third-party payment processor, and you agree to comply with all terms, conditions, and policies of such processors. ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW. To the maximum extent permitted under applicable law, you hereby waive any right to demand refunds, chargebacks, or reversals of Payments made through the Platform.

8.3 Tax. You are solely responsible for determining, collecting, reporting, and remitting any and all applicable taxes (including without limitation income, sales, use, excise, or other taxes) that may arise from or in connection with your use of the Platform, your Payments, or funds you receive, as applicable. Sponsa does not provide tax advice and makes no representations regarding the tax treatment of any Payments. Sponsa may, where required by applicable law, issue tax forms (such as IRS Form 1099) or withhold amounts as required by law.

9.1 We will maintain the confidentiality of any non-public information disclosed by you in connection with the use of the Platform. We will not disclose your confidential information to third parties, except as required by law or as otherwise permitted herein. The foregoing obligations shall not apply to information that is publicly available, rightfully received from a third party, independently developed without reference to the disclosed information, or required to be disclosed by law, regulation, or court order.

10.1 Your Warranties. You hereby represent, warrant, and covenant that: (i) you are legally permitted to solicit and receive funds in your jurisdiction; (ii) all information provided about your campaigns and intended use of funds is true, accurate, and not misleading; (iii) funds received through the Platform will be used for lawful purposes consistent with the stated campaign objectives; and (iv) you are not located in, organized under the laws of, or otherwise subject to the jurisdiction of any country or territory subject to comprehensive U.S. economic sanctions or trade restrictions.

10.2 Sponsa Warranties. Sponsa warrants that the Platform will be provided in a professional and workmanlike manner and will operate substantially in accordance with its published specifications and documentation, subject to scheduled maintenance, updates, and factors beyond Sponsa's reasonable control. Your sole and exclusive remedy for any breach of this warranty will be Sponsa's reasonable efforts to correct the non-conformance.

11.1 General. EXCEPT AS EXPLICITLY SET FORTH IN THESE TERMS, THE PLATFORM, AND THE OUTPUT ARE PROVIDED IN AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. SPONSA DOES NOT WARRANT THAT THE PLATFORM, THE AI FEATURES OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE, WITHOUT INTERRUPTION OR THAT IT WILL PRODUCE ACCURATE, RELIABLE, OR SPECIFIC FINANCIAL OUTCOMES.

11.2 No Guarantee of Use of Funds. Sponsa does not control, and shall not be responsible or liable for, the use of funds by youth sports organizations or other beneficiaries. Once disbursed, funds are under the sole control of the recipient, and Sponsa makes no representations or warranties regarding how funds are applied. Businesses are encouraged to perform their own due diligence prior to making any contribution through the Platform.

11.3 No Guarantee of Success or Funding Targets. Sponsa does not guarantee that any youth sports organization or campaign will achieve its fundraising goal or receive any amount of funds. Campaign targets are aspirational only and do not constitute binding obligations on Sponsa.

11.4 No Tax Advice. We do not provide financial, legal, accounting, or tax advice. Any information provided on the Platform is for informational purposes only. Businesses and youth sports organizations are solely responsible for obtaining independent advice from qualified professionals prior to making or receiving contributions.

11.5 Charitable Solicitation Disclaimer. The Company provides a technology platform that enables youth sports organizations to connect with local businesses for purposes of raising funds. Sponsa is not a charity, fundraising counsel, or professional solicitor, and does not solicit contributions on behalf of any youth sports organization. Sponsa does not verify the tax-exempt status of youth sports organizations and does not make any representation regarding the deductibility of contributions for tax purposes. Users are solely responsible for determining whether their contributions qualify for tax deductions under applicable law.