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Pentecostal Church of God Pastors & ViewSpark

We live as One Mission—One Movement

We are so thrilled to offer our pastors an opportunity to use the latest in technology to expand the kingdom and unite us all in spreading “One Mission, One movement” at home and around the globe.

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  • Customer Information

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  • SERVICE AGREEMENT

    This SERVICE AGREEMENT (this “Service Agreement”) is approved with a digital
    signed and made effective as of April 1, 2020 by and between ViewSpark, Inc. (“Service
    Provider”) and the associated Pentecostal Church of God affiliated signor (“Customer”)

    RECITALS

    WHEREAS, Service Provider has certain experience, knowledge and abilities that Customer
    wishes to utilize in connection with its business; and
    WHEREAS, Service Provider is willing to provide services to Customer and desires to accept
    the arrangement upon the terms and conditions set forth herein.
    NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein,
    the parties agree as follows:
    1. Applicability.  
    (a) This Service Agreement, along with the Terms of Service available at
    www.viewspark.org (the “Terms of Service” and together with this Service Agreement,
    the “Agreements”), are the only terms that govern the provision of services by Service
    Provider to Customer.
    (b) These Agreements comprise the entire agreement between the parties, and
    supersede all prior or contemporaneous understandings, agreements, negotiations,
    representations and warranties, and communications, both written and oral. In the event
    of any conflict between this Service Agreement and the Terms of Service, the Terms of
    Service shall govern, provided, however, that any future changes to the Terms of Service
    shall not modify the Agreements unless such changes are consented to by the parties in
    writing in advance.
    (c) This Service Agreement prevails over any of Customer's general terms
    and conditions regardless whether or when Customer has submitted its request for
    proposal, order, or such terms. Provision of services to Customer does not constitute
    acceptance of any of Customer's terms and conditions and does not serve to modify or
    amend this Service Agreement.
    2. Services. Service Provider shall provide the following services to Customer (the
    "Services") in accordance with this Service Agreement:

    (i) Provide access to the ViewSpark Fundraising app platform and
    desktop admin portal that enables the fundraiser to deliver an email or SMS text
    to its list of users.

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    (ii) Design and host a client giving page that is accessible from all
    ViewSpark communications to donors.
    3. Performance Dates. Service Provider shall use reasonable efforts to meet any
    performance dates specified in Section 2, and any such dates shall be estimates only.
    4. Customer's Obligations. Customer shall:
    (a) cooperate with Service Provider in all matters relating to the Services and
    provide such access to Customer's premises, and such office accommodation and other
    facilities as may reasonably be requested by Service Provider, for the purposes of
    performing the Services;
    (b) respond promptly to any Service Provider request to provide direction,
    information, approvals, authorizations or decisions that are reasonably necessary for
    Service Provider to perform Services in accordance with the requirements of this Service
    Agreement;
    (c) provide such customer materials or information as Service Provider may
    request to carry out the Services in a timely manner and ensure that such customer
    materials or information are complete and accurate in all material respects; and
    (d) obtain and maintain all necessary licenses and consents and comply with
    all applicable laws in relation to the Services before the date on which the Services are to
    start.
    5. Customer's Acts or Omissions. If Service Provider's performance of its
    obligations under this Service Agreement is prevented or delayed by any act or omission of
    Customer or its agents, subcontractors, consultants or employees, Service Provider shall not be
    deemed in breach of its obligations under this Service Agreement or otherwise liable for any
    costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising
    directly or indirectly from such prevention or delay.
    6. Change Orders.  
    (a) If either party wishes to change the scope or performance of the Services,
    it shall submit details of the requested change to the other party in writing. Service
    Provider shall, within a reasonable time after such request, provide a written estimate to
    Customer of:

    (i) the likely time required to implement the change;
    (ii) any necessary variations to the fees and other charges for the
    Services arising from the change;
    (iii) the likely effect of the change on the Services; and

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    (iv) any other impact the change might have on the performance of this
    Service Agreement.
    (b) Promptly after receipt of the written estimate, the parties shall negotiate
    and agree in writing on the terms of such change (a “Change Order”). Neither party
    shall be bound by any Change Order unless mutually agreed upon in writing in
    accordance with Section 25 .
    (c) Notwithstanding Section 6(a) and Section 6(b) , Service Provider may,
    from time to time change the Services without the consent of Customer provided that
    such changes do not materially affect the nature or scope of the Services, or the fees or
    any performance dates set forth herein.
    7. Fees and Expenses; Payment Terms; Interest on Late Payments.  
    (a) In consideration of the provision of the Services by the Service Provider
    and the rights granted to Customer under this Service Agreement, Customer shall pay the
    following fees:

    (i) A monthly subscription fee of $75 billed monthly,
    (ii) An hourly rate to be agreed upon per hour for any customized
    services performed at the request of the client,
    (b) Customer will be invoiced and automatically charged monthly by credit
    card,
    (c) In the event payments are not received by Service Provider 30 days after
    becoming due, Service Provider may:

    (i) charge interest on any such unpaid amounts at a rate of 1% per
    month or, if lower, the maximum amount permitted under applicable law, from
    the date such payment was due until the date paid; and
    (ii) suspend performance for all Services until payment has been made
    in full.
    (d) ViewSpark shall be entitled to change its rates at any time, and if it does
    so, it shall provide Customer with an email notification at least thirty (30) days in
    advance, and you may elect to terminate the Service prior to such increase becoming
    effective by contacting ViewSpark by email.
    8. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any
    other similar taxes, duties and charges of any kind imposed by any federal, state or local
    governmental entity on any amounts payable by Customer hereunder. For the avoidance of
    doubt, Service Provider, and not Customer, shall be responsible for all taxes imposed on income
    or profits arising from the services Service Provider provides under this Agreement imposed by
    any federal, state or local governmental entity.

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    9. Intellectual Property. See paragraph 3 of the Terms of Use regarding Service
    Provider’s rights with respect to Services Content, Software, ViewSpark Trademarks, User
    Content (each of the foregoing as defined in the Terms of Use) and third party materials, and the
    licenses that Service Provider grants to Customer. With respect to materials provided by
    Customer to Service Provider, including, without limitation, any logos, trademarks, trade dress
    or other similar materials, Customer shall retain the ownership of such materials and any
    improvements or modifications to such materials made by Service Provider.
    10. Confidential Information.  
    (a) All non-public, confidential or proprietary information of Service Provider
    and Customer, including, but not limited to, trade secrets, technology, information
    pertaining to business operations and strategies, and information pertaining to customers,
    pricing, and marketing (collectively, “Confidential Information”), disclosed by either
    party, whether disclosed orally or disclosed or accessed in written, electronic or other
    form or media, and whether or not marked, designated or otherwise identified as
    “confidential,” in connection with the provision of the Services and this Service
    Agreement is confidential, and shall not be disclosed or copied by either party without
    the prior written consent of the other party. Confidential Information does not include
    information that is:

    (i) in the public domain;
    (ii) known to either party at the time of disclosure; or
    (iii) rightfully obtained by either party on a non-confidential basis from
    a third party.
    (b) Each party agrees to use the other party’s Confidential Information only in
    connection with the Services and Deliverables.
    (c) Each party shall be entitled to injunctive relief for any violation of this
    Section by the other party.
    (d) Client acknowledges they have current, legal approval to send and solicit
    donors and contacts via SMS and MMS messages in accordance with the Telephone
    Consumer Protection Act (TCPA).
    11. Representation and Warranty.  
    (a) Service Provider represents and warrants to Customer that it shall perform
    the Services using personnel of required skill, experience and qualifications and in a
    professional and workmanlike manner in accordance with generally recognized industry
    standards for similar services and shall devote adequate resources to meet its obligations
    under this Service Agreement.
    (b) The Service Provider shall not be liable for a breach of the warranty set
    forth in Section 11(a) unless Customer gives written notice of the defective Services,

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    reasonably described, to Service Provider within 30 days of the time when Customer
    discovers or ought to have discovered that the Services were defective.
    (c) Subject to Section 11(b), Service Provider shall, in its sole discretion,
    either:

    (i) repair or re-perform such Services (or the defective part); or
    (ii) credit or refund the price of such Services at the pro rata contract
    rate.
    (d) THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE
    CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE
    PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED
    WARRANTY SET FORTH IN SECTION 11(a).
    12. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN
    SECTION 11(A) ABOVE, SERVICE PROVIDER MAKES NO WARRANTY
    WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A)
    WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A
    PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY
    AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD
    PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING,
    COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
    13. Limitation of Liability.  
    (a) IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO
    CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE
    OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY
    CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR
    PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF
    CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,
    REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND
    WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE
    POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE
    FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
    PURPOSE.
    (b) IN NO EVENT SHALL SERVICE PROVIDER’S AGGREGATE
    LIABILITY ARISING OUT OF OR RELATED TO THIS SERVICE
    AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF
    CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED
    THE AGGREGATE AMOUNTS PAID TO SERVICE PROVIDER IN THE SIX (6)
    MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM,
    OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
    14. Termination.

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    (a) In addition to any remedies that may be provided under this Service
    Agreement, Service Provider may terminate this Service Agreement with immediate
    effect upon written notice to Customer, if Customer:

    (i) fails to pay any amount when due under this Service Agreement
    and such failure continues for 30 days after Customer’s receipt of written notice
    of nonpayment;
    (ii) has not otherwise performed or complied with any of the terms of
    this Service Agreement, in whole or in part; or
    (iii) becomes insolvent, files a petition for bankruptcy or commences or
    has commenced against it proceedings relating to bankruptcy, receivership,
    reorganization or assignment for the benefit of creditors.
    (b) Customer may terminate this Service Agreement with immediate effect
    upon written notice to Provider. All fees are due at the date of termination.
    15. Waiver. No waiver by party of any of the provisions of this Agreement is
    effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or
    delay in exercising, any rights, remedy, power or privilege arising from this Service Agreement
    operates or may be construed as a waiver thereof. No single or partial exercise of any right,
    remedy, power or privilege hereunder precludes any other or further exercise thereof or the
    exercise of any other right, remedy, power or privilege.
    16. Force Majeure. Neither party shall be liable or responsible to the other, nor be
    deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or
    performing any term of this Agreement when and to the extent such failure or delay is caused by
    or results from acts or circumstances beyond the reasonable control of such party including,
    without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war,
    invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil
    unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor
    disputes (whether or not relating to either party's workforce), or restraints or delays affecting
    carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or
    telecommunication breakdown or power outage.
    17. Assignment. Neither party shall assign any of its rights or delegate any of its
    obligations under this Service Agreement without the prior written consent of the other party.
    Any purported assignment or delegation in violation of this Section is null and void. No
    assignment or delegation relieves a party of any of its obligations under this Service Agreement.
    18. Relationship of the Parties. The relationship between the parties is that of
    independent contractors. Nothing contained in this Service Agreement shall be construed as
    creating any agency, partnership, joint venture or other form of joint enterprise, employment or
    fiduciary relationship between the parties, and neither party shall have authority to contract for or
    bind the other party in any manner whatsoever.

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    19. No Third-Party Beneficiaries. This Service Agreement is for the sole benefit of
    the parties hereto and their respective successors and permitted assigns and nothing herein,
    express or implied, is intended to or shall confer upon any other person or entity any legal or
    equitable right, benefit or remedy of any nature whatsoever under or by reason of this Service
    Agreement.
    20. Governing Law and Arbitration. All matters arising out of or relating to this
    Service Agreement are governed by and construed in accordance with the internal laws of the
    State of California without giving effect to any choice or conflict of law provision or rule
    (whether of the State of California or any other jurisdiction) that would cause the application of
    the laws of any jurisdiction other than those of the State of California.
    21. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or
    relating to this Service Agreement shall be instituted in the federal courts of the United States of
    America or the courts of the State of California in each case located in the City of Carlsbad and
    County of San Diego, and each party irrevocably submits to the exclusive jurisdiction of such
    courts in any such suit, action or proceeding.
    22. Notices. All notices, requests, consents, claims, demands, waivers and other
    communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at
    the addresses that may be designated by the receiving party in writing. All Notices shall be
    delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid),
    facsimile (with confirmation of transmission) or certified or registered mail (in each case, return
    receipt requested, postage prepaid). Except as otherwise provided in this Service Agreement, a
    Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the
    Notice has complied with the requirements of this Section.
    23. Severability. If any term or provision of this Service Agreement is invalid, illegal
    or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect
    any other term or provision of this Service Agreement or invalidate or render unenforceable such
    term or provision in any other jurisdiction.
    24. Survival. Provisions of this Service Agreement, which by their nature should
    apply beyond their terms, will remain in force after any termination or expiration of this Service
    Agreement including, but not limited to, the following provisions: Governing Law and
    Submission to Jurisdiction.
    25. Amendment and Modification. This Service Agreement may only be amended or
    modified in a writing which specifically states that it amends this Service Agreement and is
    signed by an authorized representative of each party.

    -8-

    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
    the date first above written.

    SERVICE PROVIDER:

    ViewSpark, Inc.
    Jeff Kliewer
    Chief Executive Officer

    Customer
    Digital Signature

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