Donor Advisory Agreement (v0.2 DRAFT)

Draft Notice

This document is a first-pass structural draft (v0.2) prepared by Claude as scaffolding for the attorney who will finalize it. It supersedes the v0.1 placeholder. It is NOT effective and is NOT a binding contract.

Every numeric figure is marked [CONFIRM]. Every legal term of art is marked [TERM]. Every clause requiring substantive legal drafting is marked [COUNSEL TO DRAFT].

1. Parties

This Agreement is between [TERM] "Xerish Storehouse" (the "Sponsor") and the individual identified by the Xerish user account (the "Advisor"). Sponsor maintains the [TERM] "Donor Advisory Account" on behalf of the Advisor.

2. Definitions

For purposes of this Agreement, the following defined terms apply (each marked [TERM] for counsel review): DAF Account; Contribution; Grant Recommendation; Advisor; Recipient; Pre-Approved Recipient List. Recipient eligibility is qualified by [COUNSEL TO DRAFT].

• [TERM] "DAF Account" — the account record on Sponsor’s books reflecting funds contributed by the Advisor over which the Advisor holds advisory privileges.
• [TERM] "Contribution" — an irrevocable transfer of funds from the Advisor (or a third party on the Advisor’s behalf) to the Sponsor.
• [TERM] "Grant Recommendation" — a non-binding recommendation from the Advisor that the Sponsor disburse a specified amount from the DAF Account to a specified Recipient.
• [TERM] "Advisor" — the natural person or persons with advisory privileges over the DAF Account.
• [TERM] "Recipient" — an organization receiving a Grant from the Sponsor; must be a U.S. public charity in good standing or as otherwise permitted by [COUNSEL TO DRAFT].
• [TERM] "Pre-Approved Recipient List" — the set of Recipients pre-cleared by Sponsor under its blanket-approval framework.

3. Establishment of Advisor Status

Upon the Advisor’s first acknowledged use of the DAF Account (version-stamped at the moment of consent), the Sponsor establishes the DAF Account in the Advisor’s name. Advisor status is contractual, not proprietary; the Advisor does not hold legal or beneficial title to DAF Account assets.

4. Contributions (Irrevocability; Tax Receipt)

Each Contribution is, upon settlement, an irrevocable charitable contribution to the Sponsor. The Advisor retains no right to demand the return of any Contribution. The Sponsor will issue a written acknowledgment intended to satisfy [TERM] "IRC §170(f)(8)" substantiation requirements; [COUNSEL TO DRAFT] the exact substantiation language and the timing of issuance (transactional acknowledgment plus an annual aggregate statement).

The Advisor is solely responsible for determining the deductibility of any Contribution under their own tax circumstances. The Sponsor does not provide tax advice.

4A. Tax Receipt — Donee of Record (IRC §170(f)(8))

Donee of record. Xerish Storehouse — a Washington nonprofit corporation organized as a 501(c)(3) Donor-Advised Fund Sponsor (EIN pending) — is the donee of record for every Contribution made through the Xerish wallet/top-up flow. Xerish SPC (the Washington Social Purpose Corporation that operates the application, EIN 42-1881594) is the technology operator and is NOT the recipient of any charitable contribution.

[COUNSEL] Each Contribution is an irrevocable charitable contribution to Xerish Storehouse and, subject to the Advisor’s own tax circumstances, may be deductible as a gift to the Sponsor — not as a gift to any Recipient organization the Advisor later recommends.

[COUNSEL] Xerish Storehouse, as donee, will furnish a contemporaneous written acknowledgment intended to satisfy IRC §170(f)(8). That acknowledgment will state the amount of cash contributed; will state whether the Sponsor provided any goods or services in consideration for the Contribution and, if so, a good-faith estimate of their value; and, where no goods or services were provided, will so state.

[COUNSEL] During the interim period while the Sponsor’s determination of exemption under section 501(c)(3) is pending, Contributions are received under the Sponsor’s fiscal sponsorship partner arrangement; the acknowledgment and the corresponding donee-of-record statement will reflect that interim posture.

No part of the 2.5% platform service fee paid to Xerish SPC, the third-party payment-processor fees, or the 0.5% annual administrative fee assessed by the Sponsor is itself a charitable contribution, and none is reflected as a deductible amount on the §170(f)(8) acknowledgment.

Xerish does not provide tax advice. The Advisor is solely responsible for substantiating and claiming any deduction and should consult independent tax counsel.

5. Investment of Held Balances

Pending Grant disbursement, DAF Account balances are held and invested consistent with the Sponsor’s Investment Policy. Default vehicle is [CONFIRM] short-duration U.S. Treasury instruments and FDIC-insured cash-equivalent accounts. [CONFIRM] whether Advisors may select alternative investment pools (none offered at v1 launch). Yield accrues to Sponsor’s general charitable assets, except as otherwise disclosed.

6. Grant Recommendations

The Advisor may submit Grant Recommendations through the Xerish app. The Sponsor exercises exclusive legal control over all disbursements and is not bound by any Grant Recommendation. The Sponsor operates a board-approved blanket-approval framework; Recommendations meeting all framework criteria auto-approve into the next disbursement batch, and Recommendations failing any criterion are routed to manual review.

Example framework criteria: Recipient is on the Pre-Approved Recipient List; Recommendation amount does not exceed [CONFIRM] $10,000 per Recipient per quarter; no active compliance or conflict-of-interest flag.

7. Grant Cancellation Window

The Advisor may cancel a Grant Recommendation within the windows below, measured from the time the Recommendation is recorded.

After the applicable window closes, the Recommendation is irrevocable from the Advisor’s perspective. Cancellation returns the recommended amount to the DAF Account balance only; it does not refund any original Contribution out of the Sponsor.

• [CONFIRM] 24 hours for Recommendations tied to a specific post or campaign.
• [CONFIRM] 48 hours for Recommendations not tied to a specific post or campaign.

8. Fees

The following fees apply (each [CONFIRM]):

• [CONFIRM] A service fee of 2.5% of each Contribution is paid by the Advisor to Xerish SPC (a Washington Social Purpose Corporation that operates the application). Not a charitable contribution; not tax-deductible.
• [CONFIRM] An annualized administrative fee of 0.5% is assessed monthly against DAF Account balances and funds the Sponsor’s operations. [CONFIRM] the day-count convention; [CONFIRM] whether assessment is average-daily-balance or end-of-period; [CONFIRM] the order of debit (yield first, then principal).
• Third-party payment-processor fees are passed through to the Advisor at the time of Contribution.

9. Successor Advisor Designation

The Advisor may designate one or more successor Advisors under the Successor Advisor Policy. [CONFIRM] the maximum number of successor generations permitted (industry norm: one to two). Verification requirements upon a triggering event are set forth in the Successor Advisor Policy.

10. Account Closure (Dormancy Policy)

The Advisor may request closure of the DAF Account at any time. Upon closure, any remaining balance is irrevocably the Sponsor’s property and will be granted under Sponsor’s general grant-making discretion subject to F.I.G.S. and the Recipient Vetting Policy.

The Sponsor may close a DAF Account that has been inactive for a period of [CONFIRM] [COUNSEL TO DRAFT] (industry range: 3-7 years) following the Dormancy Policy, with prior notice to the Advisor.

11. Advisor Acknowledgments

By acknowledging this Agreement, the Advisor confirms understanding of: (a) the irrevocability of Contributions; (b) the non-binding nature of Grant Recommendations; (c) the absence of any return-of-funds right; (d) the Sponsor’s exclusive legal control; (e) that the Sponsor is the recipient of the charitable contribution for tax purposes; and (f) the Advisor’s responsibility to consult independent tax counsel.

12. Limitations of Liability

[COUNSEL TO DRAFT] — scope of disclaimed warranties, cap on damages, exclusion of consequential damages, force majeure, and Washington-law-required carve-outs.

13. Dispute Resolution

[COUNSEL TO DRAFT] — informal-resolution requirement, governing arbitration body [CONFIRM], seat of arbitration [CONFIRM] (Washington proposed), class-action waiver (subject to enforceability), and small-claims carve-out.

14. Governing Law

Governed by the laws of the [CONFIRM] State of Washington and applicable U.S. federal law including the federal tax rules governing donor-advised funds. Venue for any non-arbitrable matter: [CONFIRM] King County, Washington.

15. Amendments + Notice

The Sponsor may amend this Agreement upon [CONFIRM] 30 days’ prior notice through the app and/or registered email. Continued use after the effective date constitutes acceptance. Material amendments will require re-acknowledgment at next Contribution.

16. Effective Date + Version

Document Key: donor_advisory_agreement. Version: v0.2 (first-pass draft for counsel review). Draft Date: 2026-05-27. Effective Date: [CONFIRM] — none; this draft is not yet effective. Supersedes v0.1 placeholder; supersedes the prior Giver Agreement in full upon finalization.