Kadogo Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the https://kadogo.co/ website (the “Website”) and the Kadogo mobile applications and Services (collectively, the “Services”). You agree that by visiting the Services or by registering or using the Services, you are entering a legally binding agreement with Xam Xam, Inc., d/b/a Kadogo, located at 6320 Brookside, Kansas City, MO 64213, (“Kadogo”) based on the Terms and the Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”). Your access to and use of the Services are conditioned on your acceptance of and compliance with the Agreement. By accessing or using the Services you agree to be bound by the Agreement.

  1. Definitions. The terms defined below apply throughout the Agreement:

1.1 “Business” means a for-profit organization that is using the Services to offer campaigns, fundraisers, promotions or other

opportunities;

1.2 “Campaign” means a fundraiser, promotion or other event offered by a Business through the Kadogo app;

1.3 “Donors” means Kadogo users that patronize Businesses during a fundraiser or promotion;

1.4 “Eligible Transaction” means an unreturned non-cancelled transaction made with an Enrolled Card during a Campaign that meets the criteria established by the Business to participate in the Campaign. “Eligible Transaction” excludes transactions

completed using a debit card with a PIN entry;

1.5 “Enrolled Card” means an eligible credit or debit card that a Donor has registered and enrolled with the Kadogo app;

1.6 Non-Profit means a business that been properly granted 501(c) exemption status from the Internal Revenue Service;

1.7 Non-Profit User means an authorized user accessing the Services on behalf of a Non-Profit;

1.8 “Partners” means Fidel and Schemes;

1.9 “Payment Card Networks” the card networks (Visa, Mastercard and American Express;

  1. Basic Terms

2.1 Kadogo Change

Kadogo provides the Kadogo Change and/or Kadogo Rewards platform that enables Non-Profits to connect with Businesses to run fundraisers patronized by Donors (collective “Users”). Kadogo is not affiliated with and does not endorse participating Businesses or Non-Profits.

Kadogo operates as a marketplace and Kadogo is not responsible for the actions, products, services or comments of any Users. Kadogo is not a party to any purchase, contract or service agreement entered into between any Users. You expressly agree that you will not name Kadogo in any dispute you have with any other User. Kadogo makes no representations or endorsements regarding any User, Business, Non-Profit, product, or service and expressly disclaims any liability, including personal injury or death, that results from any interaction with any other User, any third-party purchase you make, any venue or establishment you patronize or otherwise related to your use of the Services. Kadogo is not responsible for any advertising or marketing content uploaded or transmitted through the Services by its Users (“Content”), is making no representations and is not liable for: (i) the availability or accuracy of any services or resources advertised in Content; or (ii) the content, products, or services on or available from such services or resources advertised in Content.

Non-Profit and Business Users are solely responsible for verifying that their use of the Services is in compliance with applicable law, including without limitation, the TCPA or other laws related to marketing, spam and consumer privacy.

2.2 Kadogo Rewards

The Kadogo Rewards Program offers Users the option to earn cashback rewards when using an enrolled eligible card during select times at participating retailers (“Merchant”). To participate in the Kadogo Rewards Program, Users must register and enroll an Card with the Kadogo app. You can link or unlink an Enrolled Card by following the prompts in the Kadogo app. Users can earn cashback rewards by making an Eligible Transaction at the participating location of a participating Merchant during a Campaign with an Enrolled Card. Information regarding Merchants, Campaigns, cashback rates and other restrictions will be shown in the “Campaigns” section of the app. The cashback rewards will be donated to a participating charity.

2.2.1 Cashing Out:

As provided below, Users cash out their cashback rewards as a donation to a participating Non-Profit

Donate to Non-Profit: Upon their election in the Kadogo dashboard, Users may cash out their cashback rewards as a donation to one or more

participating Non-Profits. Users may choose up to five Non-Profits per single cash out to support in their account settings. Cashback rewards will be eligible to be cashed out no sooner than thirty days after an Eligible Transaction. Users may choose to cash out eligible rewards at any time by selecting “Cash Out” on their dashboard and selecting the amount of the reward to cash out. Kadogo recommends that you cash out your eligible rewards every thirty days, however, there is no penalty if you choose not to do so.

2.2.2 Card Eligibility

Not all Visa, MasterCard, and American Express cards are eligible for registration – including PIN based purchases for debit card transactions. Visa, MasterCard, and American Express Corporate cards, Visa, MasterCard, and American Express Purchasing cards, non-reloadable prepaid cards, government-administered prepaid cards (including EBT cards), healthcare (including Health Savings Account (HSA) or Flexible Spending Account (FSA) or insurance prepaid cards, Visa Buxx, and Visa-, MasterCard-, and American Express-branded cards whose transactions are not processed through the Visa payment system, MasterCard payment system, and/or American Express payment system are not eligible to participate.

Please note that Kadogo may not be able to confirm that a transaction is an Eligible Transaction when you complete the transaction using a debit card PIN. If you are using a debit card to complete an Eligible Transaction, you must run the card through as a credit card or authorize it via signature for it to be considered an Eligible Transaction.

2.2.3 Transaction Monitoring

We currently use Fidel and the card networks (Visa, Mastercard, and American Express) (“Payment Card Networks”) to monitor card transactions for your participation in the Kadogo Rewards program. Your agreement to the various Kadogo Terms of Service (TOS) authorize Fidel and the Payment Card Networks to monitor the transactions made with your Enrolled Card at participating Kadogo Rewards Merchants to confirm Qualified Transactions. The data collected from Fidel includes your registered card identifier, merchant location, transaction date/time and amount. For more information regarding how Kadogo and third parties that can access your information to perform services for Kadogo (“Service Providers”) can access, use, disclose and protect your Enrolled Card, please see our Privacy Policy located https://kadogo.co/privacy-policy.

 

You are responsible for your use of the Services and for any consequences thereof. You may use the Services only if you can form a binding contract with Kadogo and are not a person barred from accessing the Services under the laws of the United States or other applicable jurisdiction. If you are using the Services on behalf of a business or organization, you are expressly representing that you have the full right and authority to use the Services and to take any actions on or related to the Services. If you are under 18 years of age you may only access or use the Services under the direct guidance and supervision of a parent or guardian who has accepted the Agreement on your behalf. If you are under 13 years of age you may not use the Services for any reason. Please contact us if you are aware that a person under 13 is using the Services. You may use the Services only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.

The Services are always evolving and the form and nature of the Services may change from time to time without prior notice to you. In addition, Kadogo may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to Users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

The Services may include advertisements, which may be targeted to the content or information on the Services, queries made through the Services, or other information. The types and extent of advertising on the Services are subject to change. In consideration for Kadogo granting you access to and use of the Services, you agree that Kadogo, third party providers and partners may place such advertising on the Services or in connection with the display of content or information from the Services whether submitted by you or others.

  1. Privacy

Any information that you provide to Kadogo is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Kadogo. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Kadogo account, which you may not be able to opt-out from receiving.

If you use the Services to connect with any other User, join a mailing list or otherwise opt to receive promotional content, that User will be permitted to use

your information in the same manner as if you provided it to them directly. Please review any Users’ privacy policies before providing any User with personal information.

All Users expressly represent that they will use any personal information they receive on or through the Services in accordance with applicable law, including without limitation, any contractual obligations contained in the Kadogo Privacy or the User’s privacy policy.

  1. Passwords

You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and with other accounts that you may connect to your Kadogo account. Kadogo cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You agree to notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use as a username the name of another person or entity or a name or trademark that is subject to any rights of another person without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

  1. Content on the Services

Please be aware that Kadogo does not verify the accuracy any information available on the Services. Any use or reliance on any information you obtained through the Services is at your own risk. You understand that by using the Services, you may be exposed to content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Kadogo be liable in any way for any content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

The Services may include discussion forums, blogs, or other interactive features or areas in which you or other Users may create, post, transmit, access or store content, including but not limited to text, files, folders, music, sound, photos, videos, graphics, code, items or materials (collectively, “Content”). You understand that your Content may be viewable by others, including, in some instances, by the public. You can control who sees your Content in your account settings. You agree that you are solely responsible for your Content and for your use of such interactive features or areas, and that you use them at your own risk.

You retain all ownership rights in the Content you upload to the Services. By uploading Content to the Services, you grant Kadogo a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such Content (a) in connection with the Services and (b) in an

anonymized, de-identified or aggregated form for marketing, research and analytical purposes. By uploading Content to the Services, you represent and warrant that (i) such Content is non-confidential; (ii) you own and control all of the rights to the Content or you otherwise have all necessary rights

to upload such Content to the Services; (iii) the Content is accurate and not misleading or harmful in any manner; and (iv) the Content, and your use and posting thereof, does not and will not violate these Terms or any applicable law, rule, or regulation.

You agree not to post, upload to, transmit, distribute, store, create, or otherwise publish through the Services any of the following:

  • Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, inciting of violence, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
  • Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
  • Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  • Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
  • Unsolicited promotions, political campaigning, advertising or solicitations;
  • Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers; and
  • Viruses, corrupted data or other harmful, disruptive or destructive files
  • Content that, in the sole judgment of Kadogo, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Kadogo or our Users to any harm or liability of any type.
  1. Kadogo Rights

All right, title, and interest in and to the Services and any content available on the Services are and will remain the exclusive property of Kadogo and its licensors. The Services and its content are protected by copyright, trademark, and other laws of both the United States and foreign countries. Kadogo reserves all rights not expressly granted in these Terms. You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding Kadogo, or the Services are entirely voluntary and we will be free to use such feedback,

comments or suggestions as we see fit and without any obligation to you.

  1. Restrictions on Use of The Services

We reserve the right at all times (but will not have an obligation) to suspend and or terminate Users or reclaim usernames without liability to you.

You may not do any of the following while accessing or using the Services: (i) access, tamper with, or use non-public areas of the Services, Kadogo’s computer systems, or the technical delivery systems of Kadogo providers; (ii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (iii) access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Kadogo (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Kadogo (NOTE: scraping the Services without the prior consent of Kadogo is expressly prohibited); (iv) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (v) interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Services, or by scripting the creation of content in such a manner as to interfere with or create an undue burden on the Services.

  1. Copyright Policy

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to brain@kadogo.co, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad faith claims on the infringement of any Content found on and/or through the Service on your copyright.

DMCA Notice and Procedure for Copyright Infringement Claims You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
  • a description of the copyrighted work that you claim has been infringed,

including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;

  • identification of the URL or other specific location on the Service where the material that you claim is infringing is located;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

You can contact our Copyright Agent via email at brain@kadogo.co. 9. Ending These Terms

The Terms will continue to apply until terminated by either you or Kadogo as follows.

You may end your legal agreement with Kadogo at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please contact us at brain@kadogo.co. Please note that deactivating your account may not relieve you of any payment obligations you have pursuant to a subscription or other agreement with Kadogo.

We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us; or (iii) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account.

In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except those Sections you would expect to survive termination.

Nothing in this section shall affect Kadogo’s rights to change, limit or stop the provision of the Services without prior notice, as provided above.

  1. Disclaimers, Limitations of Liability and Indemnity

Please read this section carefully since it limits the liability of Kadogo and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors, including without limitation, the Payment Card Networks (collectively, the “Kadogo Entities”). Each of the

subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

  1. The Services are Available “AS-IS”

Your access to and use of the Services are at your own risk. You understand and agree that the Services ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, THE KADOGO ENTITIES, INCLUDING THE PAYMENT CARD NETWORKS, DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The Kadogo Entities, including the Payment Card Networks, make no warranty and disclaim all responsibility and liability for: (i) any actions or Content of Kadogo Users or contributors; (ii) any injury, harm, property damage, illness or other loss that occurs as a result of visiting or purchasing a product or service from any Business; (iii) the completeness, accuracy, availability, timeliness, security or reliability of the Services or any information on the Services; (iv) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services, or any content; (v) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; (vi) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis; (vii) any advice or information you receive through the Services; and (iix) any injuries or harm you or a third party incurs as a result of information or advice received through the Services. No advice or information, whether oral or written, obtained from the Kadogo Entities, including the Payment Card Networks or through the Services, will create any warranty not expressly made herein.

  1. Links

The Services may contain links to third-party services or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such services or resources; or (ii) the content, products, or services on or available from such services or resources. Links to such services or resources do not imply any endorsement by the Kadogo Entities, including the Payment Card Networks, of such services or resources or the content, products, or services available from such services or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such services or resources.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE KADOGO ENTITIES, INCLUDING THE PAYMENT CARD NETWORKS, SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR

REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE KADOGO ENTITIES, INCLUDING THE PAYMENT CARD NETWORKS, EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID KADOGO, IF ANY, IN THE PAST SIX MONTHS FOR ACCESS TO THE SERVICES GIVING RISE TO THE CLAIM.

THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE KADOGO ENTITIES, INCLUDING THE PAYMENT CARD NETWORKS, HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

  1. Indemnification

To the extent not prohibited by law, you expressly agree to indemnify and hold harmless the Kadogo Entities, including the Payment Card Networks, from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third party claims, charges and investigations related to (1) your failure to comply with the Terms; (2) your interactions with any other Kadogo user or reliance on any information you view on the Services; (3) any injury, harm damage or loss that falls to a User or a third-party related to visiting or purchasing a product or service from any Business; (4) your Content, including without limitation, any claim by a third party or investigation by the government or government agency that your use of the Services or your Content violates the rights of a third party, including without limitation, intellectual property rights, contractual rights, privacy rights, or rights to publicity, or is in violation of state or federal advertising, marketing or consumer protection laws; and (5) any activity in which you engage on or through the Services.

  1. GENERAL TERMS. Waiver and Severability

The failure of Kadogo to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining

provisions of these Terms will remain in full force and effect.

  1. Controlling Law and Jurisdiction

These Terms and any action related thereto will be governed by the laws of the state of Missouri without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in Jackson County, Missouri, United States, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You agree that you may only bring claims against Kadogo related to your use of the Services on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.

  1. Entire Agreement

These Terms and our Privacy Policy are the entire and exclusive agreement between Kadogo and you regarding the Services (excluding any service for which you have a separate agreement with Kadogo that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between Kadogo and you regarding the Services.

We may revise these Terms from time to time, the most current version will always be at https://kadogo.co/terms-of-service. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 9 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

If you have any questions about these Terms, please contact us at brain@kadogo.co.

Effective: [10/16/2021]

 

Fidel should not be included as Payment card networks

 

Ok

 

Eligible?

 

We defined “Enrolled Card” in Section 1.5 to mean “an eligible credit or debit card that a Donor has registered and enrolled with the Kadogo app.”  So it is ‘eligible plus”

 

 

 

Will you be sharing with merchants at all for reporting?

 

The merchants will be the ones that have initiated the transaction and will already have the transaction details.  We won’t be sharing any information with the merchants from our end.

 

Cardholder consent messaging has been updated to include ‘and participating merchants’. Transaction data can be used to qualify a transaction made at a participating merchant. Transaction data can be anonymised and aggregated for reconciliation purposes.