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These are additional agreements that apply to Organizations, in connection with use of our applications, software, processing and other products and services, and includes agreements with us as well as our Processing Partners.
These additional agreements for Organizations, together with our User Agreement, any order form signed by you and Pushpay (“Order Form”) and any Payment Processing Services Agreement entered into by you (the Organization) and Pushpay (“Processing Application”), form our entire agreement with you (the “Organizational Pushpay Agreements” and together with any other agreement with us or, or with our Processing Partners (“Processing Partner Agreements”), that is any way related to the provision of Services, the “Covered Agreements”). If any irreconcilable conflict exists between the Covered Agreements, the Processing Partner Agreements (for the applicable Processing Services only) shall govern followed by Order Form with the most recent Effective Date and Processing Application, followed by these other Additional Agreements, and finally the Pushpay User Terms.
FEES, DISCOUNTS AND PROMOTIONS
You are liable to Pushpay for all fees specified in the Order Form, or the Processing Application, or any other Covered Agreement, together. Fees will be billed (and payment is due) monthly or annually, as specified in the applicable Order Form during the then current Initial Term or Renewal Term, and/or as specified in the Processing Application, or as otherwise specified in the Covered Agreements. Fees for Services other than Processing Services are due and payable in advance of each Initial Term or Renewal Term, as applicable, unless otherwise specified in the applicable Order Form. Fees are exclusive of any taxes or duties payable in respect to our Services in all applicable jurisdictions, including the jurisdiction where payment is either made or received. To the extent that any such taxes or duties are payable by Pushpay, you must pay to Pushpay the amount of such taxes or duties in addition to any fees owed under this Agreement.
The Covered Agreements are non-cancellable (except as otherwise expressly set forth herein) by you during the then current Initial Term or Renewal Term, and fees are are non-refundable and non-proratable. Except as otherwise set forth herein, Pushpay reserves the right to change its fees, charges, and billing terms at any time in its sole discretion. Any discounts and promotions apply solely during the Initial Term (and not during any Renewal Term). Discounts and Promotions are deemed to strictly be the confidential information of Pushpay (except to the extent otherwise specified) and may not be disclosed to any third party by you. In the event that you disclose any discount or promotion to a third party, we reserve the right to rescind any such discounts or fees and you will be liable for Pushpay’s standard fees for the remainder of the then current Initial Term or Renewal Term, as the case may be. Except as otherwise specified, during the Initial Term we will not increase your software subscription fees for product functionality you subscribe to in an Order Form provided you are in full compliance with the Organizational Agreements and your use is consistent with prior use. You agree that fees for Services other than Processing Services will automatically increase by up to 10% per annum commencing on the expiration of your current Initial Term or Renewal Term, as applicable. Fees for Processing Services shall be charged at Pushpay’s standard processing fee rates in effect from time to time or as otherwise agreed between the parties.
RIGHT TO WITHHOLD AND SETOFF
You agree and acknowledge that you are fully liable for all charges, chargebacks, disputes, third party fines or penalties, and other customer service issues relating to transactions with other users performed through the Services. You agree that we reserve the right to (a) debit or credit any settlement or other account of yours that you have granted us and/or our affiliates or any of our Processing Partners access to in anticipation of any liabilities, deficiencies, overages, fees, damages, pending chargebacks, refunds, reversals, fines, penalties or any other amounts owed or reimbursable to us or our affiliates, or our Processing Partners, or (b) withhold such amounts from any settlement funds or other amounts due to you from us or our affiliates, or our Processing Partners, (collectively, “Withholdings”) in either event if, in our reasonable sole determination, (1) you have failed to meet your obligations under, or breached any Covered Agreement; (2) you experience a significant elevated level of chargebacks, returns or complaints relative to prior levels; or (3) we suspect that your financial situation has deteriorated significantly, or (4) we suspect any other material adverse change in the Organization has occurred or is likely to occur. We may retain such Withholdings for as long as necessary to ensure you have cured your failure or breach or the relevant risks have been mitigated to our reasonable satisfaction. You further agree we can offset any amounts owed to you against any claims you may have against us, or our affiliates, or our Processing Partners or other service providers or servicers. In the event of termination of any of the Covered Agreements by you or by us, we reserve the right to retain Withholdings until all amounts due to us are satisfied.
TERM AND TERMINATION
These terms are effective on the date the first Order Form and/or Processing Application is fully signed by you and Pushpay. These terms survive any termination or expiration of an Order Form or cessation of use of our Services. Each Order Form will remain in effect for an Initial Term of thirty-six months, unless otherwise specified in the Order Form, beginning on the Effective Date identified on the Order Form. These terms and each Order Form will automatically renew for additional, successive renewal terms of equal duration to the Initial Term (each, a “Renewal Term”) unless a party provides written notice to the other party, at least ninety days prior to the end of the then current term, of its intent not to renew. These terms may not be cancelled or terminated by you prior to the expiration of the then current Initial Term or Renewal Term, as applicable except as expressly set out in this paragraph. Either Party may terminate the applicable Order Form if the other party materially breaches these terms and fails to cure the breach within 60 days after receiving notice of the breach. Termination of an Order Form will not operate to terminate these terms or any other Order Forms then in effect. You agree that during the Initial Term and any Renewal Term, Pushpay will be the exclusive provider of payment processing services to you, including all Pushpay Processing services offered from time to time.
PROCESSING PARTNER TERMS
We utilize a variety of Processing Partners in order to provide Processing Services to you. For example, we have a variety of processing partners for credit, debit, ACH and check processing. Your use of our, and each of our Processing Partner’s processing services are subject to the additional agreements between you, us and the applicable Processing Partner. Our Processing Partner Agreements, as may be updated from time to time, are available by clicking the links below:
Canada – https://pushpay.com/wp-app/uploads/2018/10/cards-programguide-ca.pdf and https://stripe.com/ca/connect-account/legal
Australia – https://stripe.com/au/connect-account/legal
New Zealand – https://stripe.com/nz/connect-account/legal
Please check them regularly as we may add Processing Partners and our Processing Partners may update their terms from time to time.