Payment Processing Terms | CharityStack

CharityStack Processor Terms of Service

GENERAL TERMS

These CharityStack Processor Terms of Service ("General Terms") are entered into between CharityStack Inc., a Delaware corporation ("CharityStack"); one or more payment facilitators, one or more Banks; and the merchant, nonprofit organization, or charitable entity ("Merchant") that submitted an Application. By accessing or using any of the Services, Merchant agrees to comply with these General Terms, the Application, all Services Schedules, the Documentation, and any other terms and conditions provided by CharityStack.

THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN THE PARTIES ARE RESOLVED, WHICH INCLUDE AN AGREEMENT TO SUBMIT ANY DISPUTE RELATED TO THIS AGREEMENT OR THE SERVICES TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT. THIS AGREEMENT ALSO INCLUDES A CLASS ACTION WAIVER, WHICH MEANS MERCHANT AGREES NOT TO PROCEED WITH ANY DISPUTE AS PART OF A CLASS ACTION.

1. SERVICES

1.1 Use of Services

Merchant will use the Services for charitable, nonprofit, or business purposes only and not for any personal, family, or household purposes. Merchant agrees that it may not submit Transaction instructions on behalf of third parties unless specifically authorized as a fiscal sponsor or umbrella organization. Processor will provide the Services for Transactions submitted from Merchant locations and websites operating in the United States. Merchant represents and warrants that it is engaged in charitable activities, nonprofit operations, or the business of providing goods and/or services to its Donors and Customers at location(s) or websites owned or operated by Merchant within the United States.

With respect to all Transactions, Merchant represents and warrants that:

1.2 Payment Facilitator and Bank's Role

Bank is a member of various Card Brands and the Federal Reserve permitting it to acquire Card Transactions and initiate ACH Transactions on Merchant's behalf. Bank sponsors the Payment Facilitator under the Rules and also serves as the ODFI for ACH Transactions transmitted through the ACH Network.

1.3 Merchant Underwriting; Merchant's Business

Merchant agrees to supply Processor upon request with all financial or other information Processor deems necessary to determine Merchant's initial and ongoing eligibility to receive the Services. For nonprofit organizations, this includes but is not limited to:

1.4 Sole Proprietors and Individual Fundraisers

If Merchant is organized as a sole proprietorship or individual fundraiser, Merchant expressly acknowledges and agrees that the sole proprietor or individual responsible for Merchant's fundraising activities may be held personally liable and responsible to Processor for all of Merchant's obligations under this Agreement, including, without limitation, Merchant's payment obligations and obligations to Donors.

1.5 Merchant Support

CharityStack will provide Merchant with support for general issues relating to Merchant's use of the Services through the CharityStack Dashboard, Documentation, and dedicated nonprofit support channels.

2. MERCHANT OBLIGATIONS AND COMPLIANCE

2.1 Compliance with Applicable Law and the Rules

Merchant agrees to comply with all Applicable Law and the Rules in connection with this Agreement.

2.2 Notice of Changes

Merchant will provide Processor with immediate notice in writing of any significant changes affecting the organization's status or structure.

2.3 Donor Relations and Refund Policy

Merchant agrees to maintain a written donation refund policy that complies with the Rules and Applicable Law.

2.4 Data Security and Donor Privacy

Merchant will be solely responsible for the security and confidentiality of Transactions and donor information. Merchant agrees to maintain PCI DSS compliance at all times.

2.5 Charitable Solicitation Compliance

For nonprofit and charitable organizations, Merchant represents and warrants that it maintains all required charitable solicitation registrations.

2.6 Pass-Through Costs and Network Fees

Merchant will be responsible for all amounts imposed, passed through, or assessed against CharityStack, Payment Facilitator, or Bank.

2.7 Acceptance of Donations

Merchant may accept donations and payments only at locations and through channels approved by Processor.

3. CHARITYSTACK TECHNOLOGY AND PLATFORM

3.1 Access to CharityStack Dashboard

CharityStack provides Merchant with access to the CharityStack Dashboard which includes various tools for managing donations.

3.2 License and Restrictions

CharityStack grants Merchant a revocable, non-exclusive license during the Term to use the CharityStack Technology for processing charitable donations and payments.

3.3 Donation Tools and Features

CharityStack provides specialized tools for charitable organizations including customizable donation forms and widgets.

4. SETTLEMENT AND FUNDING

4.1 Settlement Schedule

CharityStack will initiate settlement of Transaction proceeds according to the specified schedule.

4.2 Reserve Account

Processor may establish and maintain a Reserve Account to secure Merchant's obligations under this Agreement.

4.3 Restricted and Designated Funds

For donations with donor restrictions or designations, Merchant must accurately track and report restricted funds.

5. FEES AND PRICING

5.1 Processing Fees

Merchant agrees to pay specified fees for Transactions.

5.2 Fee Adjustments

CharityStack may adjust fees in accordance with the terms in this section.

5.3 Donor Coverage of Fees

CharityStack may offer donors the option to cover processing fees.

6. CHARGEBACKS AND DISPUTES

6.1 Chargeback Liability

Merchant is liable for all Chargebacks, disputes, and related fees.

6.2 Excessive Chargebacks

If Merchant's Chargeback ratio exceeds acceptable thresholds, various consequences may apply.

6.3 Fraud Prevention

Merchant agrees to implement CharityStack's recommended fraud prevention measures.

7. TERM AND TERMINATION

7.1 Term

This Agreement begins on the Effective Date and continues until terminated by either party.

7.2 Termination by Merchant

Merchant may terminate this Agreement at any time with written notice.

7.3 Termination by Processor

Processor may terminate this Agreement under specific circumstances.

7.4 Effect of Termination

Upon termination, Merchant must cease using CharityStack Services.

8. REPRESENTATIONS AND WARRANTIES

8.1 Merchant Representations

Merchant represents and warrants that it has full authority to enter into this Agreement.

8.2 Disclaimer of Warranties

CharityStack provides the Services "AS IS" and disclaims all warranties, express or implied.

9. INDEMNIFICATION

9.1 Merchant Indemnification

Merchant agrees to indemnify Processor, Bank, and their affiliates from various claims.

9.2 Limitation of Liability

Processor shall not be liable for any indirect, incidental, or consequential damages.

10. CONFIDENTIALITY

10.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information.

10.2 Donor Information

Merchant acknowledges that donor payment information is highly confidential.

11. DISPUTE RESOLUTION

11.1 Arbitration

Any dispute arising from this Agreement shall be resolved through binding arbitration.

11.2 Class Action Waiver

Merchant agrees to resolve disputes on an individual basis and not in a class action.

11.3 Injunctive Relief

Either party may seek injunctive relief in court for violation of rights.

12. MISCELLANEOUS

12.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware.

12.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties.

12.3 Amendment

CharityStack may amend this Agreement at any time with notice.

12.4 Assignment

Merchant may not assign this Agreement without CharityStack's consent.

12.5 Severability

If any provision is held invalid, the remaining provisions shall continue in effect.

12.6 Force Majeure

Neither party shall be liable for delays due to causes beyond its control.

12.7 Notices

All notices under this Agreement shall be in writing.

12.8 Survival

Provisions related to fees, indemnification, and dispute resolution shall survive termination.

12.9 Relationship of Parties

The parties are independent contractors.

12.10 Compliance with Economic Sanctions

Merchant represents that neither it nor its directors are subject to economic sanctions.

SCHEDULE A: DEFINITIONS

END OF PROCESSOR AGREEMENT