Trellis Terms and Conditions (Organizations)

Last updated: October 5, 2026

If your organization signed a contract before October 5, 2026 please refer to the following terms and conditions: https://trellis.org/terms-conditions-2/

Trellis Social Enterprise Inc. (“Trellis”, “we”, “our”, or “us”) provides a fundraising technology platform and related services that enable organizations to create, host, manage, and administer fundraising campaigns, donations, ticketing, events, auctions, raffles, and related fundraising activities.

These Terms and Conditions (the “Terms”) govern an Organization’s access to and use of the Services and are incorporated into each Order Form entered into between Trellis and the applicable Organization.

For clarity, individuals who donate, purchase tickets, place bids, register for events, participate in raffles, or otherwise use the Services as supporters are governed by Trellis’ separate Terms of Use and are not parties to this Agreement.

By executing an Order Form, the Organization agrees to be bound by this Agreement.

1. Definitions

In this Agreement:

“Agreement” means the applicable Order Form, these Terms, and any schedules or documents expressly incorporated by reference.

“Auction Item” means any item, good, service, experience, merchandise, accommodation, benefit, prize, or other thing of value made available for bid through an auction using the Services.

“Campaign” means any fundraising campaign, donation page, event page, peer-to-peer fundraising initiative, sponsorship initiative, auction, raffle (where offered by Trellis), ticketing or registration activity, merchandise sale, or other fundraising or charitable activity or initiative hosted through the Services.

“Confidential Information” means all non-public information disclosed by one party to the other that is identified as confidential or that reasonably ought to be understood to be confidential having regard to the nature of the information and the circumstances of disclosure, but does not include information that:

1. is or becomes publicly available through no fault of the receiving party;
2. was lawfully known to the receiving party before disclosure;
3. is lawfully received from a third party without restriction; or
4. is independently developed without use of the disclosing party’s Confidential Information.

“Contribution” means any donation, gift, pledge, sponsorship payment, registration fee, ticket purchase, auction payment, merchandise purchase, raffle ticket purchase, or other financial contribution processed through the Services.

“Event” means any virtual, in-person, or hybrid event hosted, organized, promoted, administered, or managed using the Services.

“Order Form” means the order form executed by Trellis and the Organization that incorporates this Agreement and identifies the Services, fees, and other commercial terms applicable to the Organization.

“Organization” means the person or entity identified in the applicable Order Form.

“Payment Processor” means the third-party payment processing provider designated by Trellis from time to time.

“Services” means the fundraising platform, software, tools, support services, integrations, and related services made available by Trellis to the Organization under this Agreement.

“Settlement Payment” means net amounts payable to the Organization in connection with Contributions processed through the Services, after deduction of applicable fees, refunds, reversals, chargebacks, taxes, reserves, and other adjustments permitted under this Agreement.

“Settlement Report” means the reporting generated by the Services identifying Contributions, refunds, fees, chargebacks, adjustments, and Settlement Payments.

“Supporter” means any donor, attendee, bidder, sponsor, purchaser, participant, volunteer, or other person who contributes to or participates in a Campaign or Event through the Services.

“Supporter Data” means information relating to a Supporter that is collected, processed, stored, generated, or made available through the Services, including personal information and transaction information relating to that Supporter.

“Third-Party Services” means third-party websites, applications, platforms, products, services, systems, integrations, payment processing services, hosting services, or other services that interoperate with, are linked from, are incorporated into, or are used in connection with the Services.

“Trellis Content” means the software, technology, templates, designs, graphics, content, documentation, reports, interfaces, and other materials provided by Trellis through the Services.

“Trellis Parties” means Trellis, its affiliates, and their respective directors, officers, employees, contractors, agents, licensors, service providers, Payment Processors, successors, and assigns.

“User Content” means any content, information, data, photographs, logos, videos, documents, text, graphics, trademarks, branding, descriptions, or other materials uploaded, submitted, posted, transmitted, or otherwise made available to the Services by or on behalf of the Organization.

2. Services

2.1 Provision of Services

Subject to this Agreement, Trellis grants the Organization a non-exclusive, non-transferable right to access and use the Services during the Term solely for the Organization’s internal business and fundraising purposes.

2.2 Services

Depending on the Services purchased by the Organization and reflected in the applicable Order Form, the Services may include:

1. campaign management tools;
2. donation processing functionality;
3. ticketing and registration functionality;
4. auction functionality;
5. raffle functionality where offered by Trellis;
6. event administration tools;
7. reporting and analytics functionality;
8. payment processing integrations;
9. support services;
10. integrations with third-party services; and
11. other functionality, services, or features made available by Trellis from time to time.

2.3 Changes to Services

Trellis continually improves and evolves the Services. Trellis may modify, update, replace, suspend, or discontinue portions of the Services from time to time, provided that such modifications do not materially reduce the core functionality of the Services purchased by the Organization during the then-current subscription term. Notwithstanding the foregoing, Trellis may modify, suspend, or discontinue raffle functionality where reasonably necessary to comply with applicable law, regulatory requirements, licensing requirements, governmental directives, or Payment Processor requirements.

2.4 Third-Party Services

The Services may interoperate with, contain links to, or otherwise rely upon Third-Party Services. The Organization’s use of any Third-Party Service may be subject to separate terms imposed by the applicable provider. Trellis is not responsible for any Third-Party Service, including its availability, functionality, security, performance, content, or compliance with applicable law.

3. Accounts and Access

3.1 Account Creation

In order to access and use the Services, the Organization shall establish and maintain an account (the “Account”) and provide all information reasonably requested by Trellis in connection with the Services.

3.2 Authorized Users

The Organization may permit its employees, contractors, agents, volunteers, and other authorized representatives (“Authorized Users”) to access and use the Services on its behalf.

The Organization shall ensure that its Authorized Users comply with this Agreement and all applicable laws in connection with their use of the Services and remains responsible for all acts and omissions of its Authorized Users as though they were the acts and omissions of the Organization.

3.3 Account Security

The Organization shall maintain the security and confidentiality of usernames, passwords, access credentials, and other Account information and shall promptly notify Trellis upon becoming aware of any unauthorized access to, use of, or compromise of its Account or Account credentials.

3.4 Accuracy of Information

The Organization shall ensure that all information submitted to Trellis in connection with the Services is accurate, complete, and current and shall promptly update such information if it becomes inaccurate or incomplete.

4. Fees and Payment

4.1 Fees

The Organization shall pay the fees set out in the applicable Order Form in accordance with this Agreement. Except as expressly provided in this Agreement, all fees are non-cancellable and non-refundable.

4.2 Invoicing and Payment

Unless otherwise specified in the applicable Order Form, invoices are due within thirty (30) days of the invoice date. Any overdue amount shall bear interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less.

4.3 Fee Increases

Unless otherwise provided in the applicable Order Form, recurring fees will increase by eight percent (8%) on each anniversary of the effective date of the applicable Order Form.

4.4 Taxes

All fees are exclusive of applicable taxes. The Organization shall pay all applicable taxes, duties, assessments, and charges imposed in connection with the Services, excluding taxes based on Trellis’ net income. The Organization shall promptly provide Trellis with such tax registration information, charitable registration information, exemption certificates, tax status documentation, and other information reasonably requested by Trellis to determine the tax treatment of the Organization, its Campaigns, Events, Contributions, or sales conducted through the Services.

5. Payment Processing and Settlement

5.1 Payment Processing

Trellis may designate one or more Payment Processors from time to time.

The Organization shall provide all information reasonably required by Trellis or a Payment Processor in connection with onboarding, compliance reviews, anti-money laundering requirements, know-your-customer requirements, and ongoing account maintenance, and shall comply with all applicable Payment Processor rules, requirements, policies, and terms.

5.2 Settlement Reports and Settlement Payments

Trellis will make Settlement Reports available through the Services or otherwise provide them to the Organization.

Subject to this Agreement and applicable Payment Processor requirements, Trellis will use commercially reasonable efforts to facilitate Settlement Payments to the Organization. The Organization acknowledges that Settlement Payments may be delayed as a result of Payment Processor reviews, fraud investigations, chargebacks, banking delays, compliance reviews, or other matters beyond Trellis’ reasonable control. Trellis is not responsible for any such delays.

5.3 Refunds, Reversals, and Adjustments

Trellis may issue refunds, reversals, chargebacks, holdbacks, deductions, or other adjustments to Contributions or Settlement Payments where reasonably necessary to:

1. comply with applicable law;
2. comply with Payment Processor requirements;
3. address suspected fraud, misuse of the Services, or security concerns;
4. resolve disputes; or
5. protect Trellis, Supporters, the Organization, or other users of the Services.

Trellis may deduct any such amounts from Settlement Payments otherwise payable to the Organization.

5.4 Banking and Payment Information

The Organization is solely responsible for maintaining complete, accurate, and current banking and payment information and acknowledges that Trellis is not responsible for any delay or failed Settlement Payment resulting from inaccurate or incomplete information provided by the Organization.

6. Campaigns, Events and Organization Responsibilities

6.1 Organization Responsibility

The Organization is solely responsible for all Campaigns, Events, Auction Items, and Contributions, and other activities that may be offered from time to time through the Services.

Without limiting the foregoing, the Organization is solely responsible for:

1. the planning, operation, administration, promotion, and conduct of its Campaigns and Events;
2. all User Content displayed, posted, communicated, or otherwise made available through the Services by or on behalf of the Organization;
3. all commitments, representations, statements, offers, disclosures, and communications made to Supporters or other third parties;
4. the administration and fulfillment of Campaigns, Events, and Auction Items;
5. the receipt, allocation, use, administration, and refund of Contributions;
6. the procurement, maintenance, operation, security, availability, and cost of all devices, hardware, software, internet connectivity, wireless services, and other technology required for the Organization to access or use the Services; and
7. accurately determining the tax status and taxability of Contributions, Auction Items, and other transactions processed through the Services, and providing Trellis with information reasonably required to comply with applicable tax laws. Any tax collection or remittance undertaken by Trellis does not relieve the Organization of its responsibility to accurately classify such transactions.

6.2 Organization Obligations

The Organization represents, warrants, and covenants that:

1. all User Content made available through the Services by or on behalf of the Organization will be accurate, complete, current, and not misleading;
2. Contributions received through the Services will be used in a manner materially consistent with the purposes described to Supporters and in compliance with applicable law;
3. it will comply with all applicable laws, regulations, orders, and requirements relating to its operations, Campaigns, Events, privacy, consumer protection, anti-spam compliance, tax compliance, and any other activities conducted through the Services;
4. it will promptly correct any User Content that becomes inaccurate, incomplete, or misleading;
5. the Organization will not encourage, direct, promote, or instruct Supporters to bypass, avoid, manipulate, or systematically opt out of any donor-funded fee, tip, contribution, or similar feature offered through the Services where such feature is intended to support the operation of the Services; and
6. all information provided to Trellis regarding the tax treatment, taxability, exempt status, charitable status, or tax classification of any Campaign, Event, Contribution, product, service, ticket, registration, sponsorship, Auction Item, or other transaction processed through the Services is accurate, complete, and not misleading.

6.3 Licences, Permits and Approvals

The Organization shall obtain, maintain, and comply with all licences, permits, approvals, authorizations, registrations, and consents required in connection with its use of the Services and the conduct of its Campaigns and Events.

Trellis has no responsibility for determining whether any such licences, permits, approvals, authorizations, registrations, or consents are required or sufficient for the Organization’s use of the Services or the conduct of its Campaigns and Events.

6.4 Supporters

The Organization acknowledges that Supporters are not customers of Trellis. The Organization is solely responsible for responding to and resolving inquiries, complaints, refund requests, disputes, and communications relating to its Campaigns, Events, and the Contributions.

7. Auctions

7.1 Auction Responsibility

Where the Organization conducts an auction using the Services, the Organization is solely responsible for the administration and conduct of the auction and ensuring compliance with applicable law.

Without limiting the foregoing, the Organization is solely responsible for:

1. all Auction Items and all descriptions, values, photographs, marketing materials, and promotional content relating to Auction Items;
2. determining reserve prices, bidding increments, auction rules, closing times, extensions, and other auction parameters;
3. the operation, administration, suspension, extension, cancellation, conclusion, and enforcement of any auction conducted through the Services; and
4. the fulfillment, delivery, and administration of Auction Items awarded or sold through the Services.

The Organization represents and warrants that all descriptions of Auction Items will be accurate, complete, and not misleading and acknowledges that Trellis provides only the technology platform used to facilitate auctions and does not administer, operate, or control any auction.

7.2 Auction Disputes

Any dispute, claim, complaint, or controversy arising out of or relating to an auction conducted through the Services, including any Auction Item, bid, purchase, payment, fulfillment, delivery, prize, description, valuation, administration, or other aspect of the auction, shall be solely between the Organization and the applicable Supporter or other third party.

8. Account Holds and Risk Management

8.1 Risk Management

Trellis may place a hold on Settlement Payments, suspend access to the Services, restrict functionality, request additional information, or take other reasonable protective measures where Trellis reasonably determines that such action is necessary to:

1. investigate fraud, suspicious activity, or misuse of the Services;
2. verify information provided by the Organization;
3. respond to actual or suspected violations of this Agreement;
4. comply with applicable law, court orders, government requests, or Payment Processor requirements;
5. protect Trellis, Supporters, the Organization, the Payment Processor, or other users; or
6. prevent actual or potential financial loss.

The Organization shall promptly provide any information reasonably requested by Trellis in connection with a fraud review, compliance review, audit, investigation, or inquiry relating to the Services.

8.2 Chargebacks, Refunds and Adjustments

The Organization remains responsible for all chargebacks, payment disputes, reversals, refunds, reserves, holdbacks, processor assessments, and other adjustments relating to Contributions processed through the Services.

Trellis may deduct any such amounts from Settlement Payments otherwise payable to the Organization.

9. Confidentiality

9.1 Confidentiality Obligations

Each party shall keep confidential and not disclose the other party’s Confidential Information except to its employees, contractors, professional advisors, affiliates, and service providers who have a need to know such information and are bound by confidentiality obligations, or as required by applicable law, court order, or regulatory authority.

Each party shall use the other party’s Confidential Information solely for the purposes of exercising its rights and performing its obligations under this Agreement and shall protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no event less than a reasonable degree of care.

9.2 Required Disclosure

If a party is required by applicable law, court order, or regulatory authority to disclose the other party’s Confidential Information, that party shall, to the extent legally permitted, provide the other party with prompt notice of the required disclosure and reasonably cooperate, at the other party’s expense, with any efforts to seek a protective order, confidential treatment, or other appropriate remedy.

10. Privacy and Supporter Data

10.1 Privacy Compliance

Each party shall comply with applicable privacy and data protection laws in connection with its collection, use, disclosure, retention, and destruction of personal information.

10.2 Organization Responsibility

The Organization shall obtain and maintain all consents, authorizations, notices, and permissions necessary to permit:

1. the collection of Supporter Data;
2. the transfer or disclosure of Supporter Data to Trellis;
3. the collection, use, disclosure, storage, processing, and handling of Supporter Data by Trellis in connection with the Services; and
4. the use of Supporter Data by the Organization for its lawful purposes.

10.3 Use of Supporter Data by the Organization

Subject to applicable privacy laws and this Agreement, the Organization may access and use Supporter Data relating to Supporters who contribute to or participate in the Organization’s Campaigns or Events conducted through the Services for its lawful purposes.

The Organization is solely responsible for its use of Supporter Data, including ensuring that such use complies with applicable privacy laws, anti-spam laws, and any consents, notices, permissions, or preferences applicable to the relevant Supporters.

10.4 Rights Granted to Trellis

The Organization authorizes Trellis to collect, use, disclose, store, process, transmit, and otherwise handle Supporter Data as reasonably necessary to:

1. provide, administer, support, and secure the Services;
2. process Contributions and related transactions;
3. facilitate Campaigns and Events;
4. provide reporting, analytics, and account administration;
5. communicate with Supporters in connection with the Services;
6. enforce this Agreement and Trellis’ applicable terms and policies;
7. investigate fraud, misuse of the Services, payment disputes, chargebacks, security incidents, and suspected unlawful activity;
8. comply with legal obligations, regulatory requirements, court orders, government requests, and Payment Processor requirements;
9. maintain, improve, and develop the Services; and
10. create and use aggregated or de-identified information for business, operational, analytical, security, and product development purposes.

10.5 Security

Trellis will maintain reasonable administrative, technical, and physical safeguards designed to protect Supporter Data in its custody or control against unauthorized access, use, disclosure, alteration, or destruction.

10.6 Privacy Policy

The Organization acknowledges that Trellis’ collection, use, disclosure, and processing of personal information is governed by Trellis’ Privacy Policy (found here: https://trellis.org/privacy-policy/), as updated from time to time.

10.7 No Responsibility for Organization Use

Trellis is not responsible for the Organization’s collection, use, disclosure, retention, safeguarding, or destruction of Supporter Data, or for any communication sent by or on behalf of the Organization to any Supporter, whether or not such communication is sent through the Services.

11. Intellectual Property

11.1 Trellis Intellectual Property

Trellis and its licensors own and shall retain all right, title, and interest in and to:

1. the Services;
2. the Trellis Content;
3. all software, technology, documentation, processes, methodologies, systems, templates, tools, interfaces, and other materials used to provide or support the Services;
4. all improvements, modifications, enhancements, updates, upgrades, derivative works, customizations, configurations, and additions to any of the foregoing, whether developed by Trellis, its licensors, or any third party, and whether or not developed using, incorporating, or based on feedback, suggestions, data, or input provided by or on behalf of the Organization; and
5. all intellectual property rights relating to the foregoing.

Except for the limited rights expressly granted under this Agreement, no rights are granted to the Organization in or to any of the foregoing.

11.2 User Content

As between the parties, the Organization retains ownership of its User Content. The Organization represents and warrants that it has all rights, licences, permissions, consents, and authority necessary to provide the User Content to Trellis and to grant the rights and licences set out in this Agreement.

11.3 Right to Review, Reject, and Remove User Content

Trellis may, in its sole discretion and without liability, review, approve, modify, or reject any Campaign, Event, or User Content prior to or after publication where Trellis determines, in its sole discretion, that such Campaign, Event, or User Content:

1. brings or may bring Trellis or the Services into public disrepute, contempt, scandal, or ridicule, or would tend to shock, insult, or offend the community or any group or class thereof;
2. is associated with anything that Trellis, in its sole discretion, determines to be inappropriate or unsuitable for the Services, or contains any content that could reasonably be expected to cause reputational harm to the Services or any of the Trellis Parties;
3. contains any content that promotes or depicts the use, sale, or distribution of illegal drugs, controlled substances, drug paraphernalia, or any other illicit products or activities; or
4. is defamatory, libelous, obscene, pornographic, hateful, threatening, abusive, violent, or otherwise objectionable.

No refund shall be owed in respect of any Campaign, Event, or User Content that is rejected, removed, or suspended. None of the Trellis Parties shall be liable for the removal of any Campaign, Event, or User Content.

11.4 No Obligation to Review

Notwithstanding the foregoing, Trellis is under no obligation to monitor, review, moderate, or edit any Campaign, Event, or User Content.

11.5 Licence to Trellis

The Organization grants Trellis a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, modify, display, transmit, distribute, and otherwise use User Content as reasonably necessary to provide, administer, support, secure, and improve the Services and to exercise Trellis’ rights and perform its obligations under this Agreement.

11.6 Feedback

If the Organization provides suggestions, recommendations, enhancement requests, or other feedback regarding the Services, Trellis may use and exploit such feedback without restriction and without compensation or attribution to the Organization.

11.7 Marketing Rights

During the Term and thereafter, the Organization grants Trellis the right to identify the Organization as a customer of Trellis and to use the Organization’s name, logos, publicly available Campaign information, publicly available Event information, and publicly available screenshots of Campaigns and Event pages in Trellis’ marketing, promotional, educational, proposal, and business development materials.

Trellis shall not disclose the Organization’s Confidential Information in exercising the foregoing rights. Upon written request from the Organization, Trellis shall cease using the Organization’s name or branding in newly created marketing materials, provided that Trellis shall not be required to recall, modify, or cease distributing materials created before receipt of such request.

12. Term and Termination

12.1 Term

This Agreement commences on the effective date of the applicable Order Form and continues for the term set out in that Order Form, unless earlier terminated in accordance with this Agreement. If there is more than one Order Form in effect, each Order Form will have its own term unless the parties expressly agree otherwise in writing.

12.2 Renewal

Unless otherwise set out in the applicable Order Form, each Order Form will automatically renew for successive renewal terms equal to the initial term unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

Trellis may provide notice of any applicable fee increase in accordance with Section 4.3 prior to the commencement of a renewal term.

12.3 Termination by Trellis

Trellis may suspend access to the Services or terminate this Agreement or any applicable Order Form if:

1. the Organization materially breaches this Agreement or any applicable Order Form and, where such breach is capable of cure, fails to cure the breach within ten (10) days after receiving notice from Trellis;
2. the Organization fails to pay any undisputed amount when due and does not cure such failure within ten (10) days after written notice;
3. the Organization’s use of the Services violates applicable law, Payment Processor requirements, or creates legal, regulatory, security, financial, reputational, or operational risk for Trellis;
4. Trellis reasonably suspects fraud, misuse, unlawful activity, or material non-compliance in connection with the Organization’s Account, Campaigns, Events, or any Contributions and, where reasonably practicable in the circumstances, the Organization fails to provide a satisfactory response or remediation within the time period specified by Trellis;
5. the Organization becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, is unable or admits its inability to pay its debts as they become due, has a trustee, receiver, liquidator, or similar official appointed over its assets, or commits an act of bankruptcy; or
6. Trellis is required to do so to comply with applicable law, court order, regulator direction, Payment Processor requirement, or governmental authority request.

Trellis will use reasonable efforts to provide notice of any suspension or termination where reasonable in the circumstances, but may act without prior notice where Trellis determines that immediate action is necessary to protect Trellis, Supporters, Payment Processors, other users, or the integrity of the Services.

12.4 Termination for Cause by the Organization

The Organization may terminate the applicable Order Form for cause if:

1. Trellis becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, is unable or admits its inability to pay its debts as they become due, has a trustee, receiver, liquidator, or similar official appointed over its assets, or commits an act of bankruptcy; or
2. Trellis materially breaches this Agreement or the applicable Order Form and, where such breach is capable of cure, Trellis has not cured the breach within thirty (30) days after receiving written notice from the Organization describing the breach in reasonable detail.

12.5 Effect of Termination

Upon expiry or termination of an Order Form:

1. the Organization’s right to access and use the Services under that Order Form will automatically and immediately cease;
2. the Organization shall promptly pay all amounts owing to Trellis up to the effective date of expiry or termination;
3. Trellis may continue to process refunds, chargebacks, reversals, adjustments, and Payment Processor requirements relating to Contributions processed before expiry or termination;
4. Trellis may deduct outstanding fees, chargebacks, refunds, reversals, adjustments, or other amounts owing from Settlement Payments otherwise payable to the Organization;
5. each party shall return or destroy the other party’s Confidential Information in its possession or control, except to the extent retention is required by law, regulatory obligation, internal record retention practices, or backup systems; and
6. any provision of this Agreement that by its nature is intended to survive expiry or termination will survive, including provisions relating to fees and payment obligations, Settlement Payments, refunds, reversals, chargebacks, data retention, privacy, Supporter Data, intellectual property, licences, releases, indemnities, limitations of liability, dispute resolution, governing law, and any other rights, obligations, or remedies that accrued prior to expiry or termination.

12.6 No Effect on Accrued Rights

Expiry or termination of this Agreement or any Order Form will not affect any rights, remedies, obligations, or liabilities that accrued before the effective date of expiry or termination.

13. Warranties and Disclaimers

13.1 Mutual Authority

Each party represents and warrants that it has the legal power and authority to enter into this Agreement and perform its obligations under it, and that the individual executing the applicable Order Form on its behalf has authority to bind that party.

13.2 Organization Warranties

The Organization represents, warrants, and covenants that:

1. it has all rights, licences, permits, consents, and authorizations necessary to enter into this Agreement, access and use the Services, and conduct its Campaigns and Events;
2. it has all rights necessary to provide User Content to Trellis and to grant the rights and licences set out in this Agreement;
3. its User Content does not infringe, violate, or misappropriate the rights of any third party; and
4. it will obtain and maintain all required consents, notices, permissions, and authorizations relating to Supporter Data and other personal information.

13.3 Disclaimer of Services

To the maximum extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. Trellis disclaims all representations, warranties, conditions, and guarantees of any kind, whether express, implied, statutory, or otherwise, including any implied warranties or conditions of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, accuracy, reliability, quality, suitability, or compatibility with the Organization’s systems or requirements.

Without limiting the foregoing, Trellis does not guarantee:

1. the amount of Contributions, ticket sales, bids, sponsorships, or other revenue the Organization may receive;
2. Supporter participation, attendance, engagement, or conversion;
3. the success, profitability, attendance, performance, or outcome of any Campaign or Event;
4. that the Services will be uninterrupted, error-free, secure, or available at all times; or
5. that any defects or errors will be corrected.

14. Release

14.1 Release by Organization

To the maximum extent permitted by applicable law, the Organization releases the Trellis Parties from any and all claims, demands, actions, causes of action, losses, damages, liabilities, costs, and expenses arising out of or relating to:

1. any dispute, transaction, communication, or interaction between the Organization and any Supporter or other third party; and
2. any matter for which the Organization is responsible under this Agreement.

14.2 No Release of Trellis’ Express Obligations

For clarity, Section 14.1 does not release Trellis from its express obligations under this Agreement, but applies to matters allocated to the Organization, Supporters, or third parties under this Agreement.

15. Indemnification

15.1 Indemnity by Organization

The Organization shall defend, indemnify, and hold harmless the Trellis Parties from and against any and all claims, demands, actions, proceedings, investigations, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable legal and accounting fees, arising out of or relating to:

1. the Organization’s breach of this Agreement;
2. any Campaign, Event, or Auction Item made available by or on behalf of the Organization;
3. any statement, representation, promise, disclosure, omission, or communication made by or on behalf of the Organization to any Supporter or third party, whether or not made through the Services;
4. the Organization’s User Content, including any allegation that User Content infringes, misappropriates, or otherwise violates the rights of any third party;
5. the Organization’s use, administration, allocation, reporting, receipting, or application of Contributions;
6. any privacy breach, security incident, unauthorized use, disclosure, or processing of personal information caused by the Organization or its personnel, contractors, volunteers, agents, or service providers;
7. any claim by a Supporter or other third party relating to a Campaign, Event, Contribution, or Auction Item; or
8. any gross negligence, wilful misconduct, fraud, or unlawful act or omission of the Organization or its personnel, contractors, volunteers, agents, or service providers.

15.2 Intellectual Property Indemnity by Trellis

Trellis shall defend, indemnify, and hold harmless the Organization and its directors, officers, employees, and agents from and against any third-party claim alleging that the Services, as provided by Trellis and used by the Organization in accordance with this Agreement, infringe or misappropriate any intellectual property right of a third party.

This Section 15.2 does not apply to the extent the claim arises from:

1. User Content;
2. modifications to the Services not made or authorized by Trellis;
3. the combination of the Services with products, services, software, data, systems, or materials not provided or approved by Trellis, where the claim would not have arisen but for such combination;
4. use of the Services in a manner not permitted by this Agreement; or
5. any Campaign, Event, User Content, or Auction Item of the Organization.

15.3 Infringement Remedies

If the Services become, or in Trellis’ reasonable opinion are likely to become, the subject of a claim described in Section 15.2, Trellis may, at its option and expense:

1. procure for the Organization the right to continue using the affected Services;
2. modify or replace the affected Services so they become non-infringing; or
3. terminate the affected Services and provide a prorated refund of any prepaid fees attributable to the terminated portion of the Services for the remainder of the then-current subscription term.

This Section 15.2 and Section 15.3 set out Trellis’ sole liability, and the Organization’s exclusive remedy, with respect to any claim described in Section 15.2.

15.4 Exclusions

The Organization’s indemnification obligations do not apply to the extent a claim arises directly from Trellis’ gross negligence, wilful misconduct, or fraud.

15.5 Indemnity Procedure

The party seeking indemnification shall provide prompt notice of the applicable claim, provided that any delay in giving notice will not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by the delay.

The indemnifying party shall have sole control of the defence and settlement of the claim, provided that it may not settle any claim in a manner that imposes liability on, requires an admission by, or otherwise adversely affects the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.

The indemnified party shall reasonably cooperate in the defence and resolution of the claim at the indemnifying party’s expense.

16. Limitation of Liability

16.1 Excluded Damages

To the maximum extent permitted by applicable law, the Trellis Parties will not be liable for any indirect, incidental, special, consequential, punitive, exemplary, or aggravated damages, or for any loss of profits, revenue, business, opportunity, goodwill, reputation, data, anticipated savings, or cost of substitute services, arising out of or relating to this Agreement, any Order Form, or the Services, even if advised of the possibility of such damages.

16.2 Liability Cap

To the maximum extent permitted by applicable law, the total aggregate liability of the Trellis Parties arising out of or relating to this Agreement or the Services will not exceed the fees paid by the Organization to Trellis under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

16.3 Claims Subject to Cap

The limitation in Section 16.2 applies to all claims in the aggregate, whether arising in contract, tort (including negligence), statute, equity, strict liability, or any other legal theory.

16.4 Exclusions from Cap

The limitations in Sections 16.1 and 16.2 do not apply to liability that cannot be excluded or limited under applicable law.

16.5 Risk Allocation

The parties acknowledge that the fees payable under this Agreement reflect the allocation of risk set out in this Agreement, including the limitations of liability in this Section 16.

17. Electronic Raffle Services

17.1 Applicability

This Section 17 applies only where Trellis agrees in an Order Form or otherwise in writing to provide electronic raffle system services, electronic raffle ticketing functionality, raffle draw functionality, or related services (collectively, “ERS Services”). Trellis has no obligation to provide ERS Services unless expressly agreed in writing.

17.2 Organization Responsibility

The Organization is solely responsible for the conduct, management, governance, legality, and regulatory compliance of any raffle, lottery, gaming activity, or similar activity conducted by or on behalf of the Organization using the ERS Services.

Without limiting the foregoing, the Organization is responsible for:

1. determining whether it is eligible to conduct the applicable raffle or gaming activity;
2. obtaining, maintaining, and complying with all licences, permits, approvals, registrations, addendums, consents, and authorizations required under applicable law;
3. ensuring that all raffle rules, house rules, prize descriptions, ticket limits, pricing, draw dates, sales periods, geographic restrictions, and other raffle parameters are accurate, lawful, and consistent with any applicable licence or approval;
4. ensuring that all information and instructions provided to Trellis or any regulatory authority are accurate, complete, current, and not misleading;
5. complying with all applicable advertising, promotional, reporting, recordkeeping, privacy, tax, gaming, raffle, lottery, and consumer protection requirements; and
6. prize procurement, availability, delivery, substitution, disputes, and fulfilment.

17.3 Trellis Responsibilities

Subject to this Agreement and the applicable Order Form, Trellis is responsible only for providing the ERS Services expressly agreed to by Trellis, which may include electronic raffle ticketing functionality, electronic draw functionality, reporting generated by the ERS Services, and related technical support.

Trellis is entitled to rely on all information, instructions, configurations, licence conditions, approvals, raffle parameters, and other materials provided by or on behalf of the Organization. Trellis has no obligation to independently verify whether such information or instructions are accurate, complete, lawful, or consistent with applicable licence requirements.

For clarity, Trellis is not responsible for the Organization’s regulatory eligibility, licence applications, licence compliance, raffle rules, advertising compliance, prize fulfilment, financial reporting, use of proceeds, or overall conduct and management of any raffle, except to the extent expressly set out in an Order Form.

17.4 Age, Location and Eligibility Controls

Where supported by the ERS Services, Trellis may make available functionality designed to assist with age, location, residency, or eligibility verification requirements applicable to raffle ticket purchasers. The Organization acknowledges that such functionality is intended to support, and not replace, the Organization’s responsibility for ensuring compliance with applicable law.

17.5 Prohibited Raffle Activity and Suspension

The Organization shall not use the ERS Services in any manner that violates applicable law, exceeds the scope of any licence or approval, is fraudulent, misleading, deceptive, or unlawful, or creates legal, regulatory, financial, reputational, operational, or security risk for Trellis.

Trellis may suspend or restrict ERS Services, raffle ticket sales, draw functionality, Settlement Payments, or related functionality where Trellis reasonably determines that such action is necessary to comply with applicable law, regulator direction, court order, Payment Processor requirements, or to address suspected fraud, misuse, unlawful activity, regulatory non-compliance, or actual or potential financial loss.

18. General

18.1 Notices

Any notice required or permitted under this Agreement shall be in writing and delivered by email to the email address specified in the applicable Order Form or otherwise designated by the receiving party in writing.

A notice is deemed received on the next business day following transmission, provided that no bounce-back or delivery failure message is received.

18.2 Assignment

Neither party may assign this Agreement or any Order Form, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, Trellis may assign this Agreement or any Order Form without the Organization’s consent in connection with a merger, amalgamation, corporate reorganization, financing, sale of all or substantially all of its assets, sale of equity interests, or similar transaction. Any attempted assignment in violation of this Section is void.

18.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous agreements, proposals, discussions, representations, and communications relating to that subject matter. In the event of a conflict or inconsistency between an Order Form and these Terms, the Order Form will prevail to the extent of the conflict or inconsistency.

Any Organization-provided purchase order, procurement document, vendor onboarding document, portal terms, or other documentation is for administrative purposes only and does not form part of this Agreement or modify its terms, unless expressly agreed in writing by Trellis.

18.4 Amendments

Trellis may amend this Agreement from time to time by providing written notice to the Organization. Any such amendment shall become effective upon the commencement of the next renewal term of the applicable Order Form and shall not apply during the then-current term. If the Organization does not agree to the amended terms, its sole remedy shall be to elect not to renew the applicable Order Form.

For clarity, Trellis may update platform policies, technical requirements, support procedures, Payment Processor requirements, and other operational materials from time to time, provided that such updates do not materially reduce the Organization’s rights under the applicable Order Form during the then-current term.

18.5 Governing Law and Jurisdiction

This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. Each party irrevocably submits and attorns to the exclusive jurisdiction of the courts of Vancouver, British Columbia in respect of any dispute arising out of or relating to this Agreement or the Services.

18.6 No Waiver

A party’s failure to enforce any provision of this Agreement is not a waiver of that provision or of the party’s right to enforce that provision or any other provision in the future. No waiver is effective unless made in writing and signed by the party granting the waiver.

18.7 Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision will be severed from this Agreement, and the remaining provisions will remain in full force and effect.

18.8 Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture, employment, trust, fiduciary, franchise, or other similar relationship between the parties. Neither party has authority to bind the other except as expressly set out in this Agreement.

18.9 Force Majeure

Trellis will not be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, labour disturbances, utility failures, internet or telecommunications failures, hosting or Payment Processor interruptions, governmental actions, or similar events, provided that Trellis uses commercially reasonable efforts to mitigate the effects of the event and resume performance as soon as reasonably practicable.

18.10 Equitable Relief

Each party acknowledges that a breach of this Agreement relating to confidentiality, intellectual property, data security, privacy, or unauthorized use of the Services may cause irreparable harm for which damages may not be an adequate remedy. The non-breaching party may seek injunctive relief, specific performance, or other equitable relief, in addition to any other remedies available at law or in equity.

18.11 Subcontractors and Service Providers

Trellis may use affiliates, subcontractors, service providers, hosting providers, Payment Processors, and other third parties to provide, support, host, process, secure, and administer the Services.

18.12 No Third-Party Beneficiaries

Except for the Trellis Parties, who are intended beneficiaries of provisions benefiting or protecting them, this Agreement does not confer any rights or remedies on any person or entity other than the parties.

18.13 Counterparts and Electronic Signatures

Any Order Form may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one instrument.