Client Management Services Agreement
This CLIENT MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made and entered into as of May 5th, 2021 (the “Effective Date”), by and between MagnifyFundUs Inc a peer-to-peer fundraising platform through MagnifyFund.org website at 3970 Oaks Clubhouse Dr. Suite110, Pompano Beach, Florida 33069, in the United States of America. MagnifyFundUs Inc, a Florida limited liability company (the “Service Provider”), and (XXXXXXXXXXXXXXXXXXX), a US based/registered Non-Profit Organization (together with its subsidiaries, the “Company”). Service Provider and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, the Company desires to retain Service Provider to provide certain management and administrative services to the Company, and Service Provider is willing to provide such management and administrative services to the Company, upon the terms and conditions set forth in this Agreement.
1. Retention of Service Provider; Services:
The Company hereby retains Service Provider, and Service Provider hereby agrees, to provide to the Company certain management and administrative support services (the “Services”) which include, without limitation, the following:
1.1 Access and Use of the Services:
Individual Fundraising Services by a Sponsoring Non-Profit:
The MagnifyFundUs Inc Services are offered as a platform to allow an individual, entity, or organization (the “Campaign Organizer”) to post a fundraising cause/campaign (“Campaign”) to the MagnifyFund.org Platform website to accept monetary donations (“Donations”) from donors (“Donors”) under the umbrella and strict Sponsorship of a US Non-Profit only.
MFUS Charity Fundraising Services for a Non-Profit Program:
The MagnifyFundUs Inc Charity Services are offered as an exclusive platform to allow a Campaign Organizer to accept Donations from Donors for a charitable purpose and established registered US Non-Profit program within and part of a US Non-Profit. This means that, in connection with MFUS Charity, both the Campaign Organizer and Beneficiary must be a US Non-Profit organization and established as such under the applicable laws of incorporation of the United States of America (“Charities”). For example, in the United States, the Campaign Organizer for MFUS Charity Services must be a 501(c)(3), (c)(4) or other non-profit organization, raising funds for a charitable purpose or program within a particular US Non-Profit.
In both cases above, MagnifyFundUs Inc exclusively Services ONLY US based registered Non-Profits, whether they are the Sponsoring Non-Profit or the specific Non-Profit Program within and part of a US Non-Profit.
1.2 Our Services:
MagnifyFund.org website offers a platform service to exclusively allow your nonprofit and the representative of the nonprofit to fundraise and accept monetary donations.
Your fundraising campaign will be designed and administered by our webmasters to achieve the best feel and image possible for your donors to understand your cause/campaign. And it will be approved by you as the campaign organizer. Each campaign applies standard transaction fees to the services provided to your nonprofit.
MagnifyFund.org provides you with the services of creating a fundraising campaign and process your donation to your nonprofit within 48 hours if you live in the United States and up to 5 working days if you live outside the United States. Administrative fees will be deducted at the time of the transfer. 4% to Authorize.Net, and an additional 5% for website management by MagnifyFundUs Inc. MagnifyFundUs Inc does not play the role of a financial institution, a charity, broker, or negotiator.
Campaign representative or nonprofit are responsible for their own information. MagnifyFundUs Inc, MagnifyFund.org is NOT liable for any misinformation about the project/cause/campaign.
MagnifyFundUs Inc is not liable for the verbiage, description and/or mission of each campaign, and it does not guarantee the goal amount that the nonprofit wishes to accomplish through this campaign using MagnifyFund.org.
As a donor, once you make donations to a nonprofit, you are not responsible on how the donation will be used. All donations are at your own risk. If by any chance you feel that the funds raised are not being used as they are supposed to be used for, please send us an email to firstname.lastname@example.org and report it to us. It is a serious matter any fraudulent activity and the misuse of funds raised.
Donors have the option to give month to month donations for a period of time once you choose and agree on a recurring donation basis. Donors are responsible for updated billing information. i.e. credit card number, expiration date, billing address or any other pertinent information.
2. Relationship of the Parties:
At no time shall the Employees, any independent contractors engaged by Service Provider and/or the employees of any such independent contractors be considered employees of the Company. Service Provider shall be responsible for complying with all federal, state, and local labor and tax laws and regulations with respect their Employees. This Agreement is not one of agency between Service Provider and the Company, but one in which Service Provider is engaged to provide management oversight and administration support services as an independent contractor. All employment arrangements are therefore solely Service Provider’s concern, and the Company shall not have any liability with respect thereto except as otherwise expressly set forth herein.
3. Duties of Service Provider:
3.1 Service Provider will perform, or cause to be performed, the Services hereunder with not less than the degree of care, skill, and diligence with which it performs or would perform similar services for itself consistent with past practices (including, without limitation, with respect to the type, quantity, quality and timeliness of such services). If the Service Provider is required to engage third parties to perform one or more of the Services required hereunder, Service Provider shall use all commercially reasonable efforts to cause such third parties to deliver such Services in a competent and timely fashion.
3.2 Service Provider shall maintain books, records, documents, and other written evidence, consistent with its normal accounting procedures and practices, sufficient to accurately, completely and properly reflect the performance of the Services hereunder and the amounts due in accordance with any provision of this Agreement (collectively, the “Services Evidence”).
4.1 The term of this Agreement shall commence as of the Effective Date and shall continue in effect for one year (the “Initial Term”), and thereafter shall be automatically renewed upon the same terms and conditions set forth herein for subsequent one year terms (each, a “Renewal Term”) unless Service Provider or the Company gives notice in writing within 90 days before the expiration of the Initial Term or any Renewal Term of its desire to terminate this Agreement; provided, however, that either the Company or Service Provider will have the right to terminate this Agreement following a breach of a material term of this Agreement by the other party hereto and a failure to cure such breach within 30 days following written notice thereof. The Initial Term and any Renewal Terms are referred to herein collectively as the “Term”.
4.2 Notwithstanding Section 4.1, the Parties agree that this Agreement will terminate upon (i) the liquidation or dissolution of the Company, (ii) the sale of all or substantially all of the assets of the Company to a third party or (iii) the sale of control the Company, whether by sale of membership interests, merger, reorganization, consolidation or otherwise, to a third-party.
5.1 Form of Payment.
The minimum standard one-time set-up fee per Organization is $150.00 US dollars, and an additional $50.00 US dollars per cause, project or campaign. Industry-standard payment processor fees also apply (hereinafter and on the website referred to as “Payment Processor Fees”). To learn more about the MagnifyFundUs Inc Platform, the MFUS Charity Platform and applicable Payment Processor Fees, visit us at http://MagnifyFund.org/payment-processor-fees/.
All our “Payment Processor Services” are Powered by Authorize.Net. Hereinafter set forth and part of this Agreement the Company acknowledges and agrees to sign a separate Agreement with Authorize.Net to create Company’s Merchant account with them, and therefore Company is also bounded to Authorize. Net’s regulations and Terms of Service. Administrative fees will be deducted at the time of the transfer. 4% to Authorize.Net, and an additional 5% for Cause/Campaign and website management by MagnifyFundUs Inc. MagnifyFundUs Inc does not play the role of a financial institution, a charity, broker, or negotiator.
Neither Party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other Party.
8. Choice of Law:
Except as set forth below, this Agreement shall be construed and interpreted, and the rights of the Parties shall be governed by, the internal laws of the State of Florida, without giving effect to conflicts of laws rules and principles that require the application of the laws of any other jurisdiction.
9. Entire Agreement; Amendments and Waivers:
This Agreement, together with all Exhibits hereto, constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties, and there are no other warranties, representations, or other agreements between the parties in connection with the subject matter hereof. No amendment, supplement, modification, or waiver of this Agreement shall be binding unless executed in writing by all Parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless expressly agreed to in writing by the affected Party.
10. References; Headings; Interpretation:
All references in this Agreement to Exhibits, Articles, Sections, subsections, and other subdivisions refer to the corresponding Exhibits, Articles, Sections, subsections, and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Articles, Sections, subsections, or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Article,” “this Section” and “this subsection” and words of similar import refer only to the Article, Section, or subsection hereof in which such words occur. The word “or” is not exclusive, and the word “including” (in its various forms) means “including, without limitation.” Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.
Unless otherwise provided herein, any notice, request, consent, instruction or other document to be given hereunder by any Party hereto to another Party hereto shall be in writing and will be deemed given: (a) when received, if delivered personally or by courier; or (b) on the date receipt is acknowledged, if delivered by certified mail, postage prepaid, return receipt requested; or (c) one day after transmission, if sent by facsimile or electronic mail transmission with confirmation of transmission, as follows:
*If to the Company:
CITY, STATE ZIPCODE
Phone: XXXXXXXXXXXX Mobile: XXXXXXXXXXXX
Attention to: Mr./Mrs. XXXXXXXXXXXXXXX
*If to Service Provider:
3970 Oaks Clubhouse Dr. Suite110,
Pompano Beach, Florida 33069, in the United States of America.
Phone: 305-890-5104 Mobile: 954-980-9453
Attention to: Ann Margaret Sanchez Title: President/CEO
This Agreement may be executed in one or more counterparts, including by facsimile and portable document format (.pdf) delivery, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The Parties agree and acknowledge that delivery of a signature by facsimile or in .pdf form shall constitute execution by such signatory.
13. E-Sign Disclosure and Consent:
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures (collectively, “Communications”) that we or the Platform provide in connection with your Account and your use of the Service. Communications include but are not limited to:
- annual disclosures;
- transaction receipts or confirmations;
- communication in relation to delinquent accounts (which may also be by phone, and may be made by Authorize.Net or by anyone on its behalf, including a third-party collection agent);
- Account statements and history; and
- federal and state tax statements (we may, but are not obligated to, send tax-related information electronically).
We or the Platform will provide these Communications to you by emailing them to you at the primary email address listed in your Account registration, by texting them to you at the primary telephone number listed in your Account registration, by emailing or texting you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. We or the Platform may also provide certain Communications (such as federal and state tax statements) by U.S. mail to the street address listed in your Account registration. Communications are considered received by you within 24 hours of the time they are emailed to you, posted to the Website, or mailed to you. You further agree that your electronic signature has the same effect as your manual, physical signature.
In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument, and such invalid, illegal or unenforceable provision shall be interpreted so as to give the maximum effect of such provision allowable by law.
15. Additional Documents:
Each of the Parties hereto agree to execute any document or documents that may be requested from time to time by the other Party to implement or complete such Party’s obligations pursuant to this Agreement and to otherwise cooperate fully with such other Party in connection with the performance of such Party’s obligations under this Agreement.
16. Successors and Assigns:
Except as herein otherwise specifically provided, this Agreement shall be binding and inure to the benefit of the Parties and their successors and permitted assigns.
17. No Third-Party Beneficiaries:
This Agreement is solely for the benefit of the Parties hereto and their successors and assigns permitted under this Agreement, and no provisions of this Agreement shall be deemed to confer upon any other persons any remedy, claim, liability, reimbursement, cause of action or other right except as expressly provided herein.
18. No Presumption Against Any Party:
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any Party, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the Parties and their counsel and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all Parties hereto.
19. Specific Performance:
The Parties acknowledge and agree that any Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, the Parties agree that any Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof as set forth in Exhibits A and B.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first written above.
|Name:||Ann Margaret Sanchez|
EXHIBIT B – Terms and Conditions of Service