B2B Service Agreement

Last Updated: March 17, 2026

This B2B Service Agreement ("Agreement") is entered into between Redeema LLC ("Redeema") and the entity creating an account on the Redeema Admin Panel ("Partner," which includes both "Organizations" and "Business Sponsors").

1. PLATFORM ROLE AND APPROVAL PROCESS

Technology Provider: Redeema provides a digital infrastructure (Community OS) to manage dues, fundraising, and retail-sponsored campaigns. Redeema is not a professional fundraiser, a bank, or a legal advisor.

Verification (KYC): All Partners must complete the Know Your Customer (KYC) process via Stripe Connect.

Approval Authority: Following KYC, Redeema reserves the right to manually verify the existence and legitimacy of any Organization. No campaigns may go live until Redeema grants "Approved" status.

2. SPECIFIC TERMS FOR ORGANIZATIONS (Non-Profits, Schools, Clubs)

Service Fees: Organizations pay no upfront costs. Redeema’s compensation is derived solely from transaction-based fees (Platform Fees + Stripe Processing Fees) as disclosed in the Admin Panel.

Inactivity & Stripe Fees: Redeema utilizes Stripe Connect to facilitate payments. If an Organization account remains inactive (no transactions processed) for a period exceeding six (6) months, Redeema reserves the right to deactivate the account to mitigate ongoing Stripe account maintenance fees.

Lifecycle: For temporary organizations (e.g., Graduation Classes), accounts will be automatically archived after their projected graduation date plus a six-month grace period.

DATA PROTECTION & MINOR SAFETY (COPPA COMPLIANCE)

Parental Consent Responsibility: The Partner (Organization/Business) acknowledges that Redeema is a technology platform and not a direct collector of data from minors. In the event that a Campaign involves participants under the age of eighteen (18), the Partner represents and warrants that it has obtained verifiable written parental consent in compliance with the Children’s Online Privacy Protection Act (COPPA) and all applicable local laws.

Custody of Records: The Partner shall be solely responsible for maintaining, storing, and managing all parental consent forms. The Partner agrees to provide copies of such consents to Redeema LLC immediately upon request in the event of an audit, regulatory inquiry, or dispute.

Indemnification: The Partner agrees to indemnify, defend, and hold harmless Redeema LLC from any and all claims, damages, or legal actions arising from the Partner’s failure to obtain or maintain proper parental consent for minors participating in their Campaigns.

3. SPECIFIC TERMS FOR BUSINESS SPONSORS (PYMES & ENTERPRISE)

PYME Packages (Pay & Activate): Small and Medium Enterprises (SMEs) access the platform via standardized, prepaid packages. These packages have fixed limits on receipt validations and duration. Campaigns are activated only upon successful upfront payment.

Enterprise Agreements: Large-scale or "Enterprise" clients requiring custom validation rules, higher volume limits, or white-label features are subject to a separate Master Service Agreement (MSA) and custom Statement of Work (SOW).

AdTech Integrity: Business Sponsors agree that Redeema owns the anonymized analytical data generated by campaigns (OCR metadata), providing Sponsors only with aggregated performance reports.

4. FUND FLOW AND LEGAL RESPONSIBILITY

Direct Flow of Funds: Redeema utilizes Stripe Connect to facilitate financial transactions. Funds collected for Organizations flow directly into the Partner’s designated Stripe account. Redeema never takes custody, holds, or manages community funds at any point in the transaction lifecycle.

Refunds and Reversals: The Partner is solely responsible for managing and issuing refunds to their supporters or members. Redeema will not refund platform technology fees already earned for processed transactions. Partners must maintain sufficient balances in their Stripe accounts to cover any potential disputes or refund requests.

Prize Fulfillment & Evidence of Delivery: Business Sponsors and Organizations act as "Sole Sponsors" of their respective promotions and are exclusively liable for legal registration (where applicable), procurement, and delivery of prizes. Redeema assumes zero liability for prize-related disputes or non-fulfillment.

Digital Evidence: Partners are encouraged to upload a digital copy of the signed Winner Affidavit & Release to the designated field within the Redeema Admin Panel upon prize delivery.

Audit Rights: While uploading this evidence is optional for the Partner at the time of delivery, Redeema reserves the right to mandate the submission of such documentation in the event of a user dispute, a regulatory audit (e.g., DACO), or suspected fraudulent activity. Failure to provide requested evidence upon Redeema’s demand may result in immediate account suspension or termination of this Agreement.

Sponsors are responsible for collecting all necessary tax information, including full Social Security Numbers via IRS Form W-9, for any prize exceeding $600 in value. Redeema does not collect or store full Social Security Numbers on its platform.

5. DATA PRIVACY AND PROTECTION OF MINORS

Data Processing: Partners acting as Administrators (Coaches, Presidents, Teachers) warrant they have obtained verifiable parental consent before uploading any data regarding minors.

Non-Solicitation: Business Sponsors are strictly prohibited from using individual member data for direct marketing outside the Redeema platform without explicit, separate consent from the user.

6. TERMINATION AND LIMITATION OF LIABILITY

Termination for Cause: Redeema may terminate this agreement immediately if a Partner submits fraudulent data, fails to fulfill prizes, or misuses community funds.

Limitation of Liability: Redeema’s total liability to any Partner shall not exceed the total fees retained by Redeema from that Partner’s transactions during the three (3) months preceding the claim.

7. GOVERNING LAW

This Agreement is governed by the laws of the Commonwealth of Puerto Rico. Any legal disputes shall be settled via binding arbitration in San Juan, PR.