PEPELWERK MASTER PROGRAM MANAGEMENT, WALLET FUNDS, SOFTWARE, AND SERVICES AGREEMENT

EFFECTIVE January 1, 2026

(Unified Agreement with Modular Schedules)

This Master Program Funds, Software, and Services Agreement (“Agreement”) is entered into by and between pepelwerk, LLC. (“pepelwerk”) and the purchasing organization (“Customer”) effective on the customer’s and organizations account create date.

This Agreement governs all use of pepelwerk’s Software-as-a-Service platform and all fund management, program management, sponsorship, education, workforce, and event services performed by pepelwerk on behalf of Customer.

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SECTION 1 — DEFINITIONS

1.1 “Platform”

pepelwerk’s SaaS platform, including modules for Workforce Building, Career Services, AI Career Assistant, Course Management, Sponsor Management, Event Management, and associated administrative tools.

1.2 “Program Management Services”

Professional and administrative services performed by pepelwerk on behalf of Customer to execute activities within the Platform.

1.3 “Funds Account” or “Program Wallet”

A segregated, custodial wallet, non-interest-bearing account used to hold Customer funds for program activity.

1.4 “Government Funds”

Federal, state, or local funding that is allocated for employment, education, workforce, or similar purposes.

1.5 “Foundation or Grant Funds”

Funds provided by philanthropic entities, nonprofits, or grant-making organizations requiring objective-based use and reporting.

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SECTION 2 — TERM

Contract term is 1 to 3 years as determine by the customer in their account.

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SECTION 3 — FUNDING REQUIREMENTS

3.1 Funding Obligations

Customer must deposit funds into their wallet equal to the full contract value or installment plan before services, sponsorships, courses, or events are activated.

3.2 Sponsor Program Fee

Professional services fee applies at the time sponsorship-designated funds are deposited.

3.3 Balance Maintenance

Customer shall maintain available wallet balance equal to the value of anticipated or scheduled service usage. The aggregate amount of wallet deposits must not be less than the minimum amount of funds committed for services, usage, sponsorship or any other distribution over the contract period.

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SECTION 4 — AUTHORITY TO ACT ON CUSTOMER’S BEHALF

Customer authorizes pepelwerk to perform Platform actions necessary to deliver contracted services, including:

· Posting or updating job campaigns

· Activating, assigning and usage activities for AI Career Assistant

· Deploying workforce activities

· Managing course enrollments

· Running events

· Allocating sponsorships

· Disbursing funds according to funding rules

Limits: pepelwerk’s authority is strictly inside the pepelwerk Platform and does not extend to

external contracting, hiring, financial commitments, HR decisions, or legal representation.

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SECTION 5 — USE OF FUNDS

Funds may be used only for:

· SaaS subscription fees

· AI Career Assistant

· Paying for Course Fees via learning stipend

· Professional services

· Sponsorship activations

· Event participation

· Workforce or education program activities

· Federal or state allowable uses (Schedule B)

· Grant-funded allowable uses (Schedule C)

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SECTION 6 — DISBURSEMENT RULES

pepelwerk may disburse funds when:

1. Customer selects or schedules an activity, or

2. Program rules require advance payment for an approved service.

3. At the end of the contract period for any unallocated funds remaining in wallet.

pepelwerk may decline disbursement if proposed use violates:

· Law

· Government program rules

· Grant or foundation rules

· The Master Agreement

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SECTION 7 — REPORTING & AUDIT READINESS

pepelwerk will maintain and provide:

· Transaction logs

· Allocation and usage reports

· Participant-level records

· Audit-ready documentation

· Time-stamped activity trails

IMPORTANT: pepelwerk supports compliance reporting, but the Customer retains legal responsibility for government or grant compliance.

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SECTION 8 — CUSTOMER RESPONSIBILITIES

Customer must:

· Provide accurate eligibility rules

· Verify participant eligibility for government or grant-funded programs

· Fund the Program Wallet

· Ensure fund sources are legally permissible

· Maintain compliance with all program rules

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SECTION 9 — REFUNDS & ROLLOVERS

· Funds disbursed or used for services are non-refundable.

· Funds added to wallet are non-refundable

· Remaining balances after reconciliation may be forfeited to pepelwerk or rolled into a new term.

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SECTION 10 — LIMITATION OF LIABILITY

pepelwerk’s liability is capped at the fees paid under the Agreement.

pepelwerk is not liable for:

· Compliance failures caused by Customer

· Ineligible participant errors

· Misclassification of allowable uses

· Unlawful or impermissible Customer instructions

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SECTION 11 — FINANCIAL SERVICES DISCLAIMER

pepelwerk is not:

· A bank

· A payment processor

· A fiduciary

· A trustee

· A regulated escrow agent

Funds are held solely to execute Customer’s program activity.

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SECTION 12 — SCHEDULES

The following Schedules apply based on Customer type and funding source:

· Schedule A — Commercial Enterprise Program Management

· Schedule B — Federal and State Employment/Education Funds

· Schedule C — Foundation & Grant-Maker Funds Administration

· Schedule D — Sponsorship & Partner Funds Management

Each Schedule is fully modular and incorporated into this Agreement by reference.

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SCHEDULE A — COMMERCIAL ENTERPRISE PROGRAM MANAGEMENT

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Applies to businesses using pepelwerk for workforce, training, events, or sponsorship programs not restricted by government or grant rules.

· pepelwerk executes selected services on Customer’s behalf

· Customer approves program goals

· Disbursement occurs at time of scheduled activity

· Standard commercial reporting applies

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SCHEDULE B — FEDERAL & STATE PROGRAM FUNDS ADMINISTRATION

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Applies to government agencies, workforce boards, educational institutions, or any Customer using public dollars.

1. Allowable Uses

pepelwerk supports Customer-defined allowable-use rules consistent with relevant statutes.

2. pepelwerk Responsibilities

· Segregated program wallet

· Allowable-use enforcement

· Audit trails

· Expenditure logs

· Compliance reporting exports

3. Customer Responsibilities

· Final allowable-use approval

· Participant eligibility verification

· Compliance oversight

· Adherence to federal/state program law

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SCHEDULE C — FOUNDATION & GRANT-MAKER FUNDS ADMINISTRATION

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Applies to philanthropic organizations, nonprofits, social impact funds, donor-driven funds, and grant-making bodies.

1. Grant Objectives

Customer provides documented objectives; pepelwerk allocates expenses accordingly.

2. pepelwerk Responsibilities

· Fund segregation

· Objective-based allocation

· Activity & outcome reporting

· Tracking and monitoring

3. Customer Responsibilities

· Determining eligibility

· Defining and updating objectives

· Ensuring the grant terms are lawful

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SCHEDULE D — SPONSORSHIP & PARTNER FUNDS MANAGEMENT

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Applies to sponsorship activities within pepelwerk.

1. Fee Structure

Administration fee applied upon deposit.

2. Eligible Uses

· Job seeker financial support

· AI Career Assistant Technology and any enabled features or functions

· Training sponsorships

· Course purchases

· Workforce development initiatives

3. pepelwerk Responsibilities

· Unlock sponsorship activities

· Track disbursements

· Provide reporting

4. Customer Responsibilities

· Ensure sponsorship objectives comply with all laws

· Maintain required balance

If you have any questions about these Terms and Conditions, you can reach  out to us on chat or send an email to info@pepelwerk.com