ADDITIONAL TERMS AND CONDITIONS
(INCORPORATED BY REFERENCE IN ORDER FORM)
These Additional Terms and Conditions (these “Terms”) govern any order form (“Order Form”) signed by the Organization identified in that Order Form (“Organization”) and the Pushpay company identified in that Order Form (“Pushpay”). Organization and its affiliates may order Pushpay’s products and services by signing an Order Form. Each Order Form, together with the Pushpay Terms and Conditions (currently available at: https://pushpay.com/terms) (the “General Terms”), and these Terms, form the entire agreement that applies to the products and services specified on the Order Form (the “Application”). Additional terms and fees apply with respect to other products services (including payment processing services through our wholly owned subsidiary Pushpay Processing Inc. or otherwise ((“Our Payment Processing Services”) and any third-party products and services). If any conflict exists between any of these documents, these Terms will govern, followed by the Order Form, and finally the General Terms (collectively, the “Agreement”).
- FEES, DISCOUNTS, AND PROMOTIONS. Organization agrees that it is liable to Pushpay for all fees specified in the Order Form. Fees specified in the Order Form will be billed (and payment is due) monthly or annually, as specified in the applicable Order Form) in advance during the Term. The Order Form is non-cancellable (except as otherwise expressly set forth herein) during the then current Initial Term or Renewal Term and fees are non-refundable. Except as otherwise set forth herein, Pushpay reserves the right to change its fees, charges, and billing terms in any time at its sole discretion. During the Initial Term, conditioned upon Organization’s full compliance with the terms and conditions of the Agreement, Pushpay will not increase the Organization’s Fees specified on an Order Form. 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 Organization. In the event of any uncured breach of this section by Pushpay, provided you are in full compliance with this Agreement you shall be entitled to, within 30 days of the occurrence of such breach, elect to terminate the commitment for the price affected products and services in the Order Form early (should Pushpay fail to cure the breach within 60 days after receipt of such termination notice) without penalty or payment for the remainder of the terminated portion of the natural term (but for the early termination) as your sole and exclusive remedy.
- TERM AND TERMINATION. These Terms are effective on the date the first Order Form is fully signed by Organization and the applicable Pushpay entity. These Terms remain in effect until terminated in accordance with this paragraph. 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 one-year renewal terms (each, a “Renewal Term”) unless a party provides written notice to the other party, at least 90 days prior to the end of the then current term, of its intent not to renew. These Terms may not be canceled or terminated prior to the expiration of the then current term 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. These Terms may be terminated by either party with immediate effect if all Order Forms have expired or been terminated.
- OTHER TERMS. Notwithstanding anything to the contrary in the General Terms, the Agreement is governed by the laws of the state of Washington, U.S.A. (without regard to conflicts of law), and Pushpay and Organization agree that any and all claims and disputes shall be resolved exclusively by any state or federal court of competent jurisdiction located in King County, Washington, and each party agrees to forever waive and not to assert any challenge based on forum non-conveniens. Pushpay’s rights and remedies are cumulative and non-exclusive. Except as otherwise set forth in the Order Form, Organization agrees to exclusively utilize Our Payment Processing Services during the Term and to enter into any additional agreements required by us or our payment processing partners to perform Our Payment Processing Services. Payment processing fees shall be charged at Pushpay’s standard processing fee rates in effect from time to time.