AGENCY AGREEMENT
This Agency Agreement (“Agreement”) entered into between your organization (“Principal”) and GivingStream, Inc (“Agent”) effective on the date hereby acknowledged (“Effective Date”), upon acceptance of these terms by electronic confirmation. This Agreement shall incorporate the Principal’s identifying information as provided by the Principal to the Agent pursuant to its applicable service agreement. Hereafter, the Principal and Agent may each be referred to as a “Party” and collectively as “the Parties."
WHEREAS, the Principal is a nonprofit, educational, or community organization which operates charitable programs and initiatives in accordance with its founding documents and is qualified as such by applicable federal or state regulations;
WHEREAS, the Agent is a nonprofit organization which provides payment processing and disbursement services for qualified charities;
WHEREAS, the Principal intends to utilize services of the Agent to collect and manage certain charitable funds (“Funds”) received from individuals or organizations (“Donors”) in support of its charitable initiatives.
WHEREAS, the user is an authorized representative of the Principal;
NOW, THEREFORE, for and in consideration of the promises and covenants contained herein, the Parties agree as follows:
1. Scope of Services
1.1. The Agent shall act on behalf of the Principal to collect Funds from Donors.
1.2. The Agent shall collect information about the Donor, including the identity of the Donor and the value of the donation, as provided to the Agent at the time of the donation. The Agent shall not independently verify Donor information or value of non-monetary donations.
1.3. The Agent shall provide a receipt to the Donor for Donor’s deduction purposes which shall reflect the value of the donation as represented by the Donor.
1.4. The Agent shall retain a portion of the Funds as payment for administration and processing, as described in Section 4 below (“Fee”).
1.5. The Agent shall distribute “Net Funds” (i.e., total Funds reduced by the amount of the Fee), to the Principal in accordance with a designated schedule, as described in Paragraph 2 below.
1.6. The Principal shall use the Net Funds solely for charitable purposes, as outlined in its mission statement and consistent with its non-profit, educational, or community mission and objectives.
2. Representations and Warranties
2.1. Principal represents and warrants that it is a nonprofit organization duly organized and validly existing under the laws of the jurisdiction of its incorporation. Principal further represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder.
2.2. Agent represents and warrants that it has obtained all necessary consents, permissions, and authorizations to collect and manage the Funds from Donors in accordance with applicable laws and regulations.
2.3. Principal represents and warrants that it will promptly notify Agent of any changes or updates to the information provided in connection with this Agreement.
2.4. Principal acknowledges that Agent has not made any representations or warranties, express or implied, except as expressly set forth in this Agreement.
2.5. Principal acknowledges that it has conducted its own due diligence and has not relied on any statements, representations, or warranties made by Agent in entering into this Agreement.
3. Schedule
3.1. For any Funds received on or before the Principal’s campaign closure date, the Agent shall disburse Funds to the Principal via a check postmarked no later than 90 calendar days after the campaign closure date.
3.2. Prior written agreement shall be required for any expedite requests, and such requests may incur an expedite fee in addition to standard Fees enumerated in Section 4.
3.3. Any modifications to this disbursement schedule shall be made by both parties in writing.
4. Fees
4.1. The Agent shall hold the Funds in an account which may or may not be interest-bearing, in the Agent’s sole discretion, which shall be designated and maintained by the Agent. The Agent shall be entitled to any interest earned in such an account. The Agent shall exercise reasonable care and diligence in managing the interest-bearing account and shall comply with all applicable laws and regulations governing such accounts.
4.2. The Agent shall retain an amount of three (3%) of the total Funds received by Donors, to be allocated to the Agent’s processing fees. Additional third party credit card processing fees and online platform fees may apply.
4.3. The Agent shall ensure payment is made to any third-party providers, including but not limited to credit card service providers, to fulfill the Agent’s obligations under this agreement.
4.4. In the event of reversals of Donation transactions, such amounts shall be included in total Funds for purposes of calculation of the Fee per subparagraph 4.2 above, but the amount shall be deducted from the Net Funds paid to the Principal.
5. Term and Termination
5.1. This Agreement shall commence on the Effective Date and shall remain in effect while the Principal actively utilizes the Agent’s processing services.
5.2. In the event that the Principal breaches any material provision of this Agreement, the Agent shall have the right to terminate this Agreement upon written notice to the Principal. Such termination shall be effective immediately upon receipt of the notice by the Principal.
5.3. Upon termination of this Agreement, all rights and obligations of the Parties under this Agreement shall cease, except for those provisions that expressly survive termination. Termination shall not relieve the Parties from any liability or obligation accrued prior to the effective date of termination.
6. Confidentiality. During the term of this Agreement and for a period of five (5) years thereafter, each Party shall maintain the confidentiality of all non-public information received from the other Party in connection with the performance of this Agreement. Such confidential information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except to the extent required by applicable law or regulation. The receiving Party shall take all necessary measures to protect the confidentiality of the disclosing Party's confidential information, including, but not limited to, implementing reasonable security safeguards and ensuring that its employees, agents, and representatives are bound by confidentiality obligations no less restrictive than those set forth herein. This confidentiality obligation shall not apply to any information that (a) is or becomes publicly available through no fault of the receiving Party, (b) is rightfully received from a third party without any obligation of confidentiality, (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's confidential information, or (d) is required to be disclosed by law or regulation, provided that the receiving Party promptly notifies the disclosing Party of such requirement and cooperates with the disclosing Party in seeking a protective order or other appropriate remedy.
7. Governing Law and Dispute Resolution
7.1. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, or breach, shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Ada County, Idaho, and shall be administered by a single arbitrator appointed by the American Arbitration Association. The arbitrator's decision shall be final and binding on the Parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing Party in any arbitration proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding.
7.2. This Agreement shall be governed by and construed according to the laws of the State of Idaho and the United States without regard to its conflict of law principles. In accordance with Section 7.1, any legal action, suit, or proceeding arising out of or relating to this Agreement, including without limitation enforcement of arbitration or decisions thereof, shall be brought exclusively in the state or federal courts located in the County of Ada, State of Idaho. Each Party hereby consents to the personal jurisdiction of such courts and waives any objection to venue in such courts. The Parties further agree that any service of process or notice in connection with such legal action, suit, or proceeding may be served upon the Party at the address electronically provided for this Agreement or such other address as may be designated in writing by the Party to the other Party.
8. Indemnification
8.1. Each Party agrees to indemnify, defend, and hold harmless the other Party, its officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with such respective Party's performance of its obligations under this Agreement, except to the extent such claims, demands, liabilities, damages, losses, costs, and expenses are caused by the gross negligence or willful misconduct of Principal.
8.2. Both Parties agree to promptly notify the other Party of any claim for which indemnification may be sought and to cooperate with the other Party, at the other Party's expense, in the defense of such claim. Agent shall have the right to control the defense and settlement of any such claim, provided that Agent shall not enter into any settlement that imposes any liability or obligation on Principal without Principal's prior written consent, which shall not be unreasonably withheld.
8.3. This Indemnification clause shall survive the termination or expiration of this Agreement.
9. General
9.1. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, unless the deletion of such provision would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.
9.2. Independent Contractors. The Parties hereto are independent contractors and engage in the operation of their respective businesses. Neither Party shall be considered the agent of the other for any purpose beyond the limited agency agreed to herein. Nothing herein shall be considered to establish a partnership or joint venture relationship.
9.3. Assignment. Neither Party may assign its obligations or rights under this Agreement to any party, affiliated or unaffiliated, without the prior written consent of the other Party, which shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, assigns and delegates of the parties hereto. Any assignment in violation of this Section shall be void, of no effect, and shall allow Agent to immediately terminate this Agreement.
9.4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.
9.5. Waiver. The failure of either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party granting the waiver, and any such waiver shall be limited to the specific provision waived and the specific circumstances under which it is waived.
9.6. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior and contemporaneous agreements, understandings, and representations.