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 (which may be provided through the CharityStack Dashboard, if applicable) (collectively, the "Agreement"). CharityStack, and it's Payment Facilitators and their Banks may be collectively referred to as "Processor" and may jointly or individually assert or exercise any rights or remedies provided hereunder. Each of CharityStack, Payment Facilitator, Bank, and Merchant is a "Party," and are collectively the "Parties."

By clicking "I Accept" or providing similar acknowledgement of this Agreement (the date of which shall be the "Effective Date"), or by accessing or using the Services, Merchant agrees that it has reviewed and understands all disclosures made available to it, and Merchant agrees to this Agreement and the CharityStack Privacy Policy. Each Party agrees that the electronic signatures and equivalent indications of acceptance by the Parties executing this Agreement are intended to authenticate this Agreement on behalf of each Party, and will have the same force and effect as manual signatures.

If there is any conflict between these General Terms and the terms of any Services Schedule or other terms and conditions provided by CharityStack in connection with Merchant's use of the Services, then unless terms of lower precedence expressly state to the contrary, the order of precedence is: (a) the Services Schedules; (b) these General Terms; and (c) all other terms incorporated by reference into this Agreement, including any additional terms provided through the CharityStack Dashboard.

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:

  • (i) each Donor or Customer has authorized the debiting and/or crediting of their account

  • (ii) each Transaction is for an amount the Donor or Customer has agreed to

  • (iii) each Transaction is properly authorized

  • (iv) each donation or sales Transaction occurs in connection with a bona fide charitable contribution or purchase of goods or services

  • (v) Merchant does not operate a Prohibited Business

  • (vi) for charitable donations, Merchant has provided appropriate tax-deductibility disclosures where applicable

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, allowing the Payment Facilitator to process payment authorizations, transmissions, and settlement activities for Card Transactions, ACH Transactions, and Disbursements under Bank's direction. The Payment Facilitator allows CharityStack to use its Bank Sponsorship by extending their technology. All funds transfers are performed by Bank based on CharityStack's instructions and the Payment Facilitator's technology. Any Settlement Funds or other amounts received from Merchant in connection with the Services sponsored by Bank shall be maintained in a pooled custodial account held by Bank. CharityStack's actions in connection with funds transfers are done on behalf of and as a service provider to Payment Facilitator and Bank and Merchant. At no point during the payment process or otherwise does CharityStack receive, hold or transmit Settlement Funds or other Merchant funds.

Bank's responsibilities under this Agreement are limited solely to the sponsorship and settlement of Card Transactions, ACH Transactions, and Disbursements submitted in accordance with this Agreement and the Rules, and Bank will not have any obligation or liability of any nature in connection with any instructions or services of any kind provided by CharityStack or its affiliates or subcontractors. Except for Bank's specific responsibilities described in this Section 1.2, CharityStack is solely responsible for the Services. Bank may be changed by CharityStack at any time with notice to Merchant.

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:

  • IRS determination letter or 501(c)(3) status verification

  • Form 990 or other financial statements

  • Board of Directors information

  • Mission statement and program descriptions

  • List of major donors or funding sources (if applicable)

To help the government fight terrorism and prevent money laundering, Merchant agrees to provide all requested:

  • (i) information and documents that identify Merchant, its officers, board members, and Beneficial Owners

  • (ii) financial statements and other information concerning Merchant's charitable activities, operations, and compliance with this Agreement

Processor reserves the right to investigate Merchant's finances, activities, and operations as Processor deems reasonably necessary to confirm Merchant's eligibility for and continued use of the Services. Merchant authorizes Processor to make any background, identity verification, or inquiry that Processor deems reasonably necessary, including verification of tax-exempt status.

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. Support includes assistance with:

  • Donation processing and recurring giving setup

  • Campaign and fundraiser configuration

  • Donor management tools

  • Tax receipt generation and compliance

  • Integration with donor management systems

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, including but not limited to:

  • All federal and state charitable solicitation registration requirements

  • IRS regulations regarding charitable contributions and tax-deductible receipts

  • State nonprofit corporation laws

  • Consumer protection laws

  • The Electronic Funds Transfer Act and Regulation E (for recurring donations)

  • Anti-money laundering (AML) and Know Your Customer (KYC) requirements

For Recurring Donations, Merchant will ensure that any such payments comply with the disclosure and authorization requirements of Applicable Law and will maintain clear records of donor authorizations. Merchant will provide donors with the ability to easily cancel recurring donations.

2.2 Notice of Changes

Merchant will provide Processor with immediate notice in writing of:

  • (i) a Change of Control of Merchant or changes to board composition

  • (ii) loss or change of tax-exempt status

  • (iii) its intent to change the nature of its charitable activities or mission

  • (iv) a material change to Merchant's financial condition

  • (v) any regulatory investigation or loss of charitable registration

  • (vi) any additional location or program for which Merchant wishes to use the Services

  • (vii) bankruptcy, receivership, insolvency, or similar action

Failure to provide notice as required may result in immediate termination of this Agreement or modification of terms including holds on funds.

2.3 Donor Relations and Refund Policy

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

  • Donations are generally considered non-refundable gifts

  • Any refund policy must be clearly disclosed to donors before donation completion

  • Refunds for donations must be processed through the same payment method

  • Merchant must maintain records of all refunds for tax and audit purposes

  • Amended tax receipts must be issued for refunded donations

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

  • Implement appropriate security measures to protect donor data

  • Comply with all applicable privacy laws and regulations

  • Notify Processor immediately of any actual or suspected data breach

  • Use donor data only for purposes disclosed to and authorized by donors

  • Not sell, rent, or share donor payment information with third parties

2.5 Charitable Solicitation Compliance

For nonprofit and charitable organizations, Merchant represents and warrants that:

  • It maintains all required charitable solicitation registrations

  • All fundraising materials contain required disclosures

  • It accurately represents the tax-deductibility of donations

  • It uses donated funds in accordance with donor intent and restrictions

  • It maintains appropriate financial controls and segregation of restricted funds

  • It provides accurate tax receipts to donors

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 in connection with this Agreement by the Networks, processors, or any other third party, including but not limited to Card Brand fees, interchange fees, and assessments ("Pass-Through Costs"). CharityStack offers special nonprofit pricing but may adjust fees to reflect changes in Pass-Through Costs.

2.7 Acceptance of Donations

Merchant may accept donations and payments only:

  • At locations and through channels approved by Processor

  • Using approved payment methods and devices

  • In compliance with all donor disclosure requirements

  • With appropriate documentation for tax purposes

3. CHARITYSTACK TECHNOLOGY AND PLATFORM

3.1 Access to CharityStack Dashboard

CharityStack provides Merchant with access to the CharityStack Dashboard, which includes:

  • Real-time donation tracking and reporting

  • Donor management tools

  • Campaign and fundraiser creation tools

  • Automated tax receipt generation

  • Integration capabilities with CRM and accounting systems

  • Analytics and insights on giving patterns

Merchant is solely responsible for reconciling information in the Dashboard with its records and promptly reporting any discrepancies.

3.2 License and Restrictions

Subject to Merchant's compliance with this Agreement, CharityStack grants Merchant a worldwide, revocable, non-exclusive, non-transferable, non-sublicensable, and royalty-free license during the Term to use the CharityStack Technology solely for:

  • Processing charitable donations and payments

  • Managing donor relationships

  • Creating and managing fundraising campaigns

  • Generating required tax documentation

  • Accessing analytics and reporting

Merchant will not:

  • Use the technology to process payments for other organizations without authorization

  • Attempt to reverse-engineer or copy the CharityStack Technology

  • Disable security features or circumvent usage limits

  • Resell or sublicense access to the platform

3.3 Donation Tools and Features

CharityStack provides specialized tools for charitable organizations including:

  • Customizable donation forms and widgets

  • Peer-to-peer fundraising capabilities

  • Event ticketing and registration

  • Recurring giving programs

  • Major gift and pledge management

  • Text-to-give functionality

  • Integration with wealth screening services

4. SETTLEMENT AND FUNDING

4.1 Settlement Schedule

CharityStack will initiate settlement of Transaction proceeds according to the following schedule:

  • Standard Settlement: Next business day (T+1) for most transactions

  • Accelerated Settlement: Same-day settlement available for qualified organizations

Settlement times exclude weekends and bank holidays. CharityStack reserves the right to modify settlement schedules based on risk assessment.

4.2 Reserve Account

Processor may establish and maintain a Reserve Account to secure Merchant's obligations under this Agreement. The Reserve may be funded through:

  • A percentage of daily transaction volume

  • Withholding of settlement funds

  • Direct funding by Merchant

Reserve requirements will be based on:

  • Transaction volume and amounts

  • Chargeback and refund history

  • Type of fundraising activities

  • Financial stability of organization

4.3 Restricted and Designated Funds

For donations with donor restrictions or designations:

  • Merchant must accurately track and report restricted funds

  • Settlement may be segregated by fund or program

  • Merchant is solely responsible for ensuring proper use of restricted funds

  • CharityStack provides tools to manage multiple funds but is not responsible for fund accounting

5. FEES AND PRICING

5.1 Processing Fees

Merchant agrees to pay the following fees:

  • Transaction Fees: As specified in the Fee Schedule

  • Nonprofit Discount Rate: Special pricing for qualified 501(c)(3) organizations

  • Platform Fees: Monthly or annual subscription fees for platform access

  • Additional Services: Fees for premium features, integrations, or support

5.2 Fee Adjustments

CharityStack may adjust fees:

  • Annually with 30 days notice

  • Immediately to reflect changes in Pass-Through Costs

  • Based on changes in transaction volume or risk profile

  • For non-compliance with Agreement terms

5.3 Donor Coverage of Fees

CharityStack may offer donors the option to cover processing fees. When this option is used:

  • The fee coverage is considered part of the donation

  • Tax receipts must reflect the full amount including covered fees

  • Merchant must properly account for fee coverage in financial reports

6. CHARGEBACKS AND DISPUTES

6.1 Chargeback Liability

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

  • Notify Merchant of Chargebacks promptly

  • Provide tools and support for dispute resolution

  • Debit Merchant's account for Chargeback amounts and fees

6.2 Excessive Chargebacks

If Merchant's Chargeback ratio exceeds acceptable thresholds:

  • Additional reserves may be required

  • Processing may be suspended or terminated

  • Merchant may be placed in a monitoring program

  • Additional fees may apply

6.3 Fraud Prevention

Merchant agrees to:

  • Implement CharityStack's recommended fraud prevention measures

  • Monitor transactions for suspicious activity

  • Verify large or unusual donations

  • Maintain appropriate documentation for all transactions

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 30 days written notice to CharityStack.

7.3 Termination by Processor

Processor may terminate this Agreement:

  • Immediately for breach of Agreement terms

  • Immediately for excessive Chargebacks or fraud

  • Immediately for loss of tax-exempt status or charitable registration

  • With 30 days notice for any reason

7.4 Effect of Termination

Upon termination:

  • Merchant must immediately cease using CharityStack Services

  • All outstanding fees become immediately due

  • Reserve Account may be maintained for up to 180 days

  • Merchant must provide alternative payment instructions to recurring donors

  • CharityStack will provide data export capabilities for 90 days

8. REPRESENTATIONS AND WARRANTIES

8.1 Merchant Representations

Merchant represents and warrants that:

  • It has full authority to enter into this Agreement

  • It is a valid nonprofit or charitable organization (if applicable)

  • All information provided to Processor is accurate and complete

  • It will use Services only for lawful charitable or business purposes

  • It maintains all required registrations and licenses

  • It complies with all applicable laws and regulations

8.2 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CHARITYSTACK PROVIDES THE SERVICES "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Merchant Indemnification

Merchant agrees to indemnify, defend, and hold harmless Processor, Bank, and their affiliates, officers, directors, employees, and agents from and against all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

  • Merchant's breach of this Agreement

  • Merchant's use of the Services

  • Disputes between Merchant and donors

  • Merchant's violation of any laws or regulations

  • Chargebacks, refunds, or disputes

  • Any claim that Merchant's activities infringe third-party rights

9.2 Limitation of Liability

IN NO EVENT SHALL PROCESSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

PROCESSOR'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY MERCHANT TO CHARITYSTACK IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. CONFIDENTIALITY

10.1 Confidential Information

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for purposes of this Agreement.

10.2 Donor Information

Merchant acknowledges that donor payment information is highly confidential and agrees to:

  • Use donor information only as authorized

  • Implement appropriate security measures

  • Comply with all privacy laws

  • Not sell or share donor payment data

11. DISPUTE RESOLUTION

11.1 Arbitration

Any dispute arising from or relating to this Agreement shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted in Delaware.

11.2 Class Action Waiver

MERCHANT AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

11.3 Injunctive Relief

Notwithstanding the arbitration provisions, either party may seek injunctive relief in court for violation of intellectual property rights or confidentiality obligations.

12. MISCELLANEOUS

12.1 Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

12.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

12.3 Amendment

CharityStack may amend this Agreement at any time with 30 days notice to Merchant. Continued use of Services after the effective date constitutes acceptance of amendments.

12.4 Assignment

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

12.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.6 Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control.

12.7 Notices

All notices under this Agreement shall be in writing and delivered to the addresses specified in the Application or Dashboard.

12.8 Survival

Provisions relating to fees, indemnification, limitation of liability, confidentiality, and dispute resolution shall survive termination of this Agreement.

12.9 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

12.10 Compliance with Economic Sanctions

Merchant represents that neither it nor any of its directors, officers, or authorized signers are subject to economic sanctions or listed on any government prohibited party lists.

ACKNOWLEDGMENT

By accepting these terms, Merchant acknowledges that it has read, understood, and agrees to be bound by this Agreement and all incorporated terms and policies.

CharityStack Inc.

1606 Headway Cir #9206

Austin, TX 78754

Email: legal@charitystack.com

Website: www.charitystack.com

SCHEDULE A: DEFINITIONS

  • "ACH" means Automated Clearing House

  • "Applicable Law" means all applicable federal, state, and local laws, regulations, and rules

  • "Beneficial Owner" means any individual with 25% or more ownership or control

  • "Card" means credit and debit cards issued by Card Brands

  • "Card Brands" means Visa, Mastercard, American Express, Discover, and other card networks

  • "Chargeback" means a reversal of a transaction initiated by the cardholder's bank

  • "Confidential Information" means non-public proprietary information

  • "Customer Data" means information about cardholders and donors

  • "Documentation" means CharityStack's user guides and technical documentation

  • "Donor" means an individual or entity making a charitable contribution

  • "Networks" means Card Brands and ACH networks

  • "Prohibited Business" means any illegal business or business type restricted by CharityStack

  • "Rules" means all rules, regulations, and requirements of the Networks

  • "Services" means payment processing and related services provided by CharityStack

  • "Settlement Funds" means transaction proceeds due to Merchant

  • "Transaction" means any payment, donation, or funds transfer processed through the Services

END OF PROCESSOR AGREEMENT