SERVICE AGREEMENT
This is Every Penny Fundraising LLC’s General Service Agreement (the “Agreement”).
CLIENT
(the “Client”)
CONTRACTOR
Every Penny Fundraising LLC
(the “Contractor”)
BACKGROUND
A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
SERVICES PROVIDED
1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):
• access to the Contractor’s fundraising platform (the “Platform”) at https://www.everypenny.fund
• account creation on the Platform for each user participating in these services (the “Participant”)
• a unique, publicly accessible web page for each Participant partaking in these services (the “Donation Page”), for the purpose of soliciting and accepting monetary donations (the “Donation(s)”) on behalf of the Client
• secure collection of Donations for the duration of this Agreement
• receipt sent to Client’s donor (the “Donor(s)”) for each Donation received
• a report showing Donations received by each Participant
• support via email to Client, Participants and Donors as needed
2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
TERM OF AGEREEMENT
3. The term of the Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect until August 31, 2023, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
4. In the event that either Party wishes to terminate this Agreement prior to the end of the term, that Party will be required to provide three days’ written notice to the other Party.
PERFORMANCE
5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
CURRENCY
6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
COMPENSATION
7. The Contractor will calculate a service fee (the “Service Fee”) of 14.95% of each Donation made during the Term for the Services (the “Compensation”).
8. The Service Fee will be added to the Donation and paid for by the Donor at the time the Donation is received by the Contractor.
9. The Contractor will retain the Service Fee from the Donations received and paid for by the Donors, then issue the remaining funds as a single payment to the Client at the end of the Term.
10. Any invoices submitted by the Contractor to the Client are due in full within 30 days of receipt.
11. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement unless agreed upon as evidenced in writing by the Client.
MANAGEMENT OF DONATION PAGES
12. The Client and/or Participant are responsible for the communication and promotion of their Donation Page to potential Donors in order to solicit Donations. The Contractor is not obligated to share, distribute or otherwise communicate information about the Client, Participant, or Donor Pages nor is the contractor responsible for obtaining Donations on behalf of the Client or Participant beyond the Services provided.
RETAINER
13. The Client is not required to pay a retainer before the Contractor is able to commence work.
CONFIDENTIALITY
14. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
15. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which is provided by the Client, except as authorized by the Client or as requested by law, and with the exception of:
• the first and last name, biography, profile photo or any other information, as provided by the Client or Participant, that may be publicly available on the Platform
The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
16. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
17. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
OWNERSHIP OF INTELLECTUAL PROPERTY
18. All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
19. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
CAPACITY/INDEPENDENT CONTRACTOR
20. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
RIGHTS OF SUBSTITUTION
21. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
22. In the event that the Contractor hires a sub-contractor:
• the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
AUTONOMY
23. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
EQUIPMENT
24. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies and any other items or parts necessary to deliver the Services in accordance with this Agreement.
PLATFORM AVAILABILITY
25. Except as otherwise provided in this Agreement, the Contractor will use a third-party web host (the “Host”) to make commercially reasonable efforts to provide uptime of the Platform of 99.95%, excluding scheduled downtimes, unavoidable acts of God, third-party digital or physical attacks on Host’s networks (such as direct denial of service (DDoS) attacks, or other forms of hacking), or interruptions in service caused by custom scripting, coding or the installation of third-party applications from the Host or its tenants.
NO EXCLUSIVITY
26. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties or the provision of services similar to the Services.
NOTICE
27. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties, as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
INDEMNIFICATION
28. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
29. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
TIME OF THE ESSENCE
30. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
31. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
32. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
33. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
34. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
35. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
36. This Agreement will be governed by and construed in accordance with the laws of the State of Texas.
SEVERABILITY
37. In the event that any provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
38. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF, the Parties hereto agree to the above terms and have caused this Agreement to be executed in their names by their duly authorized officers.
Client’s Name ______________________________ Date ____________
Contractor’s Name _________________________ Date ____________