(this “Agreement”) governs the provision of certain treasury management services to (Customer). As used in this Agreement, “Cass” means Cass Commercial Bank and any other affiliates of Cass Information Systems, Inc. which provides such services to Customer. Assumed herein, “Customer” shall include any of the undersigned Customer’s present and future subsidiaries or affiliates utilizing Services (as defined herein) under this Agreement.

  1. Scope of Treasury management services provided by Cass to its customers include the following:
    • Automated Clearing House and EDI
    • ACH Origination Positive Pay Service
    • Funds Transfer
    • Cass Business eBanking
    • Positive Account Reconciliation Services
    • Wholesale Lockbox Services
    • Deposit Connection Services
    • Daily Sweep Transfer Authorization
    • Gyve Generosity Services
  2. Scope of Services. This Agreement governs the provision of any of the foregoing services together with such other treasury management services as may be provided by Cass to Customer from time to time (each, a “Service”). Further terms relating to a Service may be contained in “Terms and Conditions” relating to such Service(“Service Terms and Conditions”) which follow herein. Service Terms and Conditions will be deemed accepted by Customer upon provision by Cass of the particular Service to Customer. With respect to any Service being provided by Cass to Customer at the time this Agreement is entered into, unless otherwise agreed in writing with reference hereto, this Agreement and the relevant Service Terms and Conditions shall supersede any prior agreement relating to that Service. In the event of any conflict between this Agreement and any Service Terms and Conditions, the Service Terms and Conditions shall prevail with respect to the particular Service. Any requests by Customer to initiate, add, change, delete or supplement any of the Services Customer is using or desires to use shall be communicated in writing to Cass.
  3. Representations and Warranties. Customer and Cass each represent and warrant to the other, as of the date this Agreement is entered into and at the time any Service is used or performed, that: (a) it is validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to execute and deliver, and to perform its obligations under, this Agreement and each Service used or performed by it;(c) this Agreement has been duly authorized and executed by it and constitutes its legal, valid and binding obligation; and (d) any consent or authorization of any governmental authority or third party required to be obtained by it in connection with this Agreement or any Service used or performed by it has been obtained. Cass makes no representation or warranty, express or implied, and disclaims all warranties as to the merchantability, fitness for a particular purpose or suitability of any Services for Customer, or as to the compatibility of Cass’s software, equipment or communication interfaces with those of Customer. Customer represents and warrants to Cass, and agrees with Cass, that the Services are not intended to and shall not be used by Customer for personal, family or household purposes.
  4. Liability. Cass will be responsible for any loss sustained by Customer only to the extent such loss is caused solely by Cass’s willful misconduct. In no event shall clerical errors or mistakes in judgment constitute willful misconduct, nor shall Cass have any liability for any indirect, incidental, consequential (including lost profits or business interruption), special or punitive damages, whether arising in contract or in tort, and whether or not the possibility of such damages was disclosed to or could have been reasonably foreseen by Cass. Under no circumstances shall Cass be responsible for any liability, loss or damage resulting from any delay in performance of or failure to perform in connection with any Service which is caused by interruption of telephone, tele facsimile or communication facilities, delay in transportation, equipment breakdown or mechanical malfunction, electrical power, internet disruption or computer failure, accidents, fire, flood, explosion, theft, natural disaster or other catastrophe, acts or failure to act by Customer or any third party, strikes or lockouts, emergency conditions, riots, war, acts of government or other circumstances which are unavoidable or beyond Cass’s control. Cass shall not be liable for failure to perform any of its obligations in connection with any Service if such performance would result in it being in breach of any law, regulation or requirement of any governmental authority. If Cass fails to credit any of Customer’s accounts utilized in connection with any Service in accordance with the Service Terms and Conditions applicable thereto as of the date such credit was earned, upon discovery or notification of such error, Cass will properly credit such account, but Cass shall not incur any liability therefor, including any loss resulting from failure by Customer to invest the amount of funds not properly credited to the account. In the event that Customer utilizes any of the offered Services related to disbursement accounts but does not elect to utilize Cass’s available positive pay Services (including Positive Account Reconciliation Services and ACH Origination Positive Pay Service), Cass shall have no liability for any loss, liability or damage arising out of check fraud or other fraudulent activities with respect to any of the disbursement account Services utilized by Customer that could otherwise have been prevented by proper use of available positive pay Services, and Customer acknowledges that it shall bear sole liability for any such losses, liabilities or damages related to any such fraudulent activity.
  5. Indemnification. Customer shall indemnify and hold harmless Cass and each of its directors, officers, employees, agents, affiliates, successors and assigns (“Indemnitee”) from and against all liability, loss and damage of any kind (including attorneys’ fees and other costs incurred in connection therewith) incurred by or asserted against such Indemnitee in any way relating to or arising out of any Service, by reason of any acts or omissions of Customer or any third party or otherwise, except to the extent such liability, loss or damage is caused solely by the willful misconduct of such Indemnitee (provided that reliance, without further investigation, on any oral, telephonic, electronic, written or other request, notice or instruction believed in good faith to have been given by Customer will in no event constitute gross negligence or willful misconduct on the part of such Indemnitee).
  6. Payment. Customer shall compensate Cass for the performance of each Service in accordance with the price schedule established by Cass, which may be changed by Cass from time to time. Customer will be provided with notice of any such change in accordance with Cass’s normal business practices. The price schedule for each Service will be deemed accepted by Customer upon provision of such Service to Customer. Customer shall pay any access, transfer, transmission and other charges established by Cass in providing each Service. Customer shall also pay any sales, use or similar tax applicable to any Service. If Cass is required to pay any such taxes, Customer shall reimburse Cass therefor upon demand. Customer shall also pay all attorneys’ fees and other costs and expenses Cass may incur in collecting any fees or other sums Customer may owe to Cass in connection with any Services. Cass may collect any of the foregoing amounts and any other amounts due by Customer to Cass hereunder or in connection with the provision of any Services to Customer by debiting any of Customer’s accounts with Cass, billing Customer, and/or setting off against any amounts Cass owes Customer, without any obligation to give prior notice thereof to Customer. Cass shall also have the right to credit or debit any accounts of Customer with Cass to correct any processing irregularity in connection with any Services.
  7. Security Procedures and Communications. Certain procedures, including the use of identification codes, encryption, passwords, logon identifications, personal or location identification numbers, repetitive codes, tokens and other security devices, systems and software (the “Security Procedures”), designed to verify the origination (but not errors in transmission or content) of instructions, orders and other communications (each, a “Communication”) sent by Cass and Customer may be used in connection with Services. Customer agrees  that  any such Security Procedures shall be deemed commercially reasonable. Cass shall not be obligated to act on a Communication not transmitted in accordance with the Security Procedures and may refuse to act on any Communication where Cass reasonably doubts its authorization, contents, origination or compliance with the Security Procedures. Cass shall have no duty to discover, and shall not be liable for, errors or omissions by Customer. If Cass complies with the Security Procedures in respect of a Communication, Cass shall be entitled to act on that Communication and shall not be obligated to verify the content of such Communication, establish the identity of the person giving it, or await any confirmation thereof, and Cass shall not be liable for acting on, and Customer shall be bound by, any Communication sent in the name of Customer, whether or not authorized. If Customer selects certain  Security Procedures  to use  in connection with  a Service and those Security Procedures provide less protection against unauthorized transactions or activity than other Security Procedures offered by Cass in connection with such Service, the Security Procedures selected by Customer shall be deemed commercially reasonable to the same extent as the Security Procedures offered by Cass that provide greater protection. Cass reserves the right to issue new Security Procedures and/or to cancel or change any Security Procedures from time to time. Whenever the Security Procedures include the assigning to Customer of any confidential password, logon identification, identification code, personal or location identification number, repetitive code, token or similar security device, Customer shall not disclose such security device except to employees or agents authorized to act for Customer in connection with Services. Customer shall implement such safe guards as are reasonably necessary to ensure the confidentiality and integrity of such security devices, and shall immediately notify Cass if the confidentiality or integrity of any such security device is breached or threatened. Customer shall be solely responsible for the integrity of its systems from security or other breaches and for the safekeeping of such security devices and assumes all risk of accidental disclosure or inadvertent use of such security devices by any party whatsoever, whether such disclosure or use is on account of Customer’s negligence or deliberate acts or otherwise. Cass shall not be liable for any loss or damage resulting from fraudulent, unauthorized or otherwise improper use of any security devices. Customer agrees to cause a third party review of its information technology, internet, processing security and all related controls to be conducted annually and Customer shall maintain sufficient disaster recovery capabilities. Customer shall be responsible for keeping current anti- spyware, anti-malware, anti-virus and similar protective measures and Customer shall perform periodic IT audits to ensure its system security and compliance measures.
  8. Confidentiality. All user guides, manuals, data, software, processes and other information provided to Customer in connection with any Service and all fee and pricing information with respect to the Services (the “Information”) is the proprietary and confidential property of Cass and/or its relevant licensors or suppliers. Customer agrees to use the Information only in the manner specified by Cass and in the ordinary course of Customer’s business, to return it to Cass upon termination of the relevant Service, and to keep the Information confidential and limit access thereto only to its agents and employees who require access in the normal course of their duties, except to the extent the Information is already in the public domain or Customer is required to disclose the Information by law.
  9. Intermediaries. Cass may act on any Communication and provide any Service using any payment system or intermediary organization it reasonably selects. Cass’s performance of Services is subject to the rules and regulations of any such system or organization. Cass may engage third parties to provide Services. Cass shall have no obligation to disclose arrangements with third parties to Customer or obtain Customer’s consent thereto. Customer authorizes the transfer of information relating to Customer to agents of Cass or Customer for use in connection with Services or as required bylaw.
  10. Equipment and Software. If any Service requires equipment or software to be operated by Customer, the provision of the Service by Cass shall be conditional on the proper use and maintenance of such equipment or software by Customer. If Cass supplies equipment or software, Cass shall remain the owner of such equipment or software, and Customer shall insure it, use it solely in the manner specified by Cass and in connection with the relevant Service, not remove or modify any name or identifying mark on it, and return it to Cass upon termination of the Service.
  11. Advertising. Neither Customer nor Cass shall display any name, trademark or service mark of the other without the prior written consent of the other. Customer shall not advertise or promote any Service without Cass’s prior written consent.
  12. Recordings and Records. Either Customer or Cass may produce telephonic or electronic recordings or computer records, including e-mail and telefacsimile transmissions, as evidence in any action, lawsuit or other proceedings brought in connection with any Service. Customer agrees to Cass’s telephonic or electronic recording for security and quality of Service purposes.
  13. Notices. Any notice or other communication may be sent by Cass to Customer at Customer’s postal, e- mail, telefacsimile or other address provided by Customer to Cass, and Cass may assume that any notice or communication sent to Customer at any such address has been received by Customer, until Customer notifies Cass in writing of another address.
  14. Accounts. All Services involving Customer’s accounts at Cass are subject to Cass’s terms and conditions of deposit accounts and availability schedules in effect from time to time, provided that in the event of any conflict between this Agreement and Cass’s terms and conditions of deposit accounts, this Agreement shall prevail.
  15. Extensions of Credit. Customer may be required to have specified amounts of collected funds in its accounts at Cass in connection with particular Services. Cass is not obligated to extend credit to Customer unless it has specifically agreed to do so in a separate writing. If Cass extends credit to Customer by permitting overdrafts or use of uncollected funds in Customer’s accounts or otherwise, the amount thereof shall be immediately due and payable, together with interest thereon at a per annum rate determined by Cass from time to time, but not to exceed the maximum rate permitted by law. If Cass should perform on behalf of Customer any Services that create an overdraft or use of uncollected funds, such action shall not establish a course of dealing between the parties that shall require Cass to perform any additional Services on behalf of Customer that would create an overdraft or use of uncollected funds. Cass may without notice refuse to honor any order for payment, transfer or withdrawal of funds if such order would create an overdraft or use of uncollected funds, notwithstanding that Cass may have previously allowed overdrafts or use of uncollected funds.
  16. Discrepancies. Customer shall promptly notify Cass in writing of any error in connection with any Service and any discrepancies between any records maintained by Customer and any notice Customer receives from Cass with respect to any Service, and shall provide Cass with any information it may reasonably request in connection therewith. Customer agrees that 14 days is a reasonable time for Customer to notify Cass of errors or discrepancies, unless any other agreements, Service Terms  and Conditions, or laws, rules or regulations provide for a shorter period.
  17. Compliance. Customer shall comply with all federal, state and local laws, rules and regulations in connection with Services including without limitation Office of Foreign Asset Control (OFAC) and Unlawful Internet Gambling Enforcement Act laws and regulations. Customer may choose Services to which the rules of the National Automated Clearing House Association (NACHA) are applicable. Customer agrees to be bound by such rules, and agrees that no entries which violate United States law may be initiated. Customer shall be responsible for and shall fully indemnify Cass for any and all fines and assessments imposed on Cass as a result of any infraction or violation of such rules caused by or attributable to Customer. International transactions are also subject to laws and regulations of foreign countries.
  18. Disclosure. Customer acknowledges that Cass may have certain legal record keeping and reporting requirements with respect to Services and consents to Cass’s disclosure to governmental authorities of information concerning Customer and Services provided to Customer which Cass believes to be appropriate or necessary to fulfill such legal requirements.
  19. Fiduciary Status. Nothing contained herein or in any Service Terms and Conditions shall be deemed to create fiduciary status on the part of Cass in connection with the provision of any Services. The foregoing notwithstanding, to the extent, if any, that Cass is deemed to be a fiduciary of Customer in providing any Services, neither this Agreement nor any Service Terms and Conditions is intended to, nor shall, relieve Cass of any fiduciary responsibility otherwise imposed on it by law.
  20. Termination. Any Services may be terminated by either party upon 30 days’ prior written notice to the other. Cass may also terminate or suspend any or all Services immediately without notice to Customer if any of the following occurs: (a) Customer becomes insolvent or files, or has filed against it, any bankruptcy or other insolvency, reorganization, liquidation or dissolution proceeding of any kind; (b) a material adverse change occurs in Customer’s business or financial condition; (c) Cass has reason to believe that Customer has engaged in fraudulent or illegal activity; (d) Customer fails to maintain balances in accounts sufficient to cover overdrafts; (e) Customer violates the terms of this Agreement, any Service Terms and Conditions or any financing arrangement with Cass; (f) Customer fails to provide financial information reasonably requested by Cass; (g) Cass determines it is impractical or illegal to provide any Services because of changes in laws, regulations or rules; or (h) Cass, in good faith, is unable to satisfy itself that any Services have been properly authorized by Customer. Notwithstanding any termination, the terms of this Agreement and the Service Terms and Conditions shall apply to all transactions which have been initiated prior to termination.
  21. Headings. Section headings in this Agreement and the Service Terms and Conditions are for convenience of reference only and do not constitute a part hereof or thereof.
  22. Miscellaneous. This Agreement and the Service Terms and Conditions shall bind and benefit the parties and their successors and assigns. None of the terms of this Agreement or any Service Terms and Conditions may be waived except as Cass may consent in writing, and no agreement with or representation made by any employee of Cass that is in conflict with this Agreement or any Service Terms and Conditions will be binding on Cass unless contained in a written modification of this Agreement or such Services Terms and Conditions signed by an authorized of Cass. Cass may from time to time amend any of the terms of this Agreement, any Service Terms and Conditions or any other documents or agreements referred to therein, Customer will be provided with notice of any such amendment in accordance with Cass’s normal business practices. By continuing to use any Service after notice of such amendment, Customer shall be deemed to have agreed to such amendment and shall be bound by this Agreement or such Service Terms and Conditions as so amended. No delay on the part of Cass in exercising any right or power under this Agreement or any Service Terms and Conditions shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power under this Agreement or any Service Terms and Conditions preclude further exercise thereof or the exercise of any other right or power. The rights and remedies under this Agreement and the Service Terms and Conditions are cumulative and not exclusive of any rights or remedies which Cass would otherwise have.
  23. Governing Law; Severability. Except to the extent superseded by Federal law, the provision of Services shall be governed by the laws of Missouri. Customer agrees that the courts of such state shall have jurisdiction to hear any dispute arising out of any Service and submits to the jurisdiction of such courts. Any provision of this Agreement or the Service Terms and Conditions which is unenforceable shall be ineffective to the extent of such provision, without invalidating the remaining provisions of this Agreement or the Service Terms and Conditions. If performance of any Services would result in violation of any law, regulation or governmental policy, this Agreement and any applicable Service Terms and Conditions shall be deemed amended to the extent necessary to comply therewith.
  24. Assignment. This Agreement may not be assigned by Customer without Cass’s prior written consent. Cass may assign this Agreement withoutCustomer’s consent.
  25. Financial Accommodation. Customer and Cass agree that this Agreement and the Services constitute an agreement to provide a “financial accommodation” as defined in 11 U.S.C. §365.
  26. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.


Terms and Conditions

The following, together with the Treasury Management Services Master Agreement between Cass and Customer (the “Master Agreement”) sets forth the terms and conditions on which Cass’s Gyve Generosity Services will be provided by Cass to Customer through Cass’s “Gyve” online giving platform (the “System”). The services described herein are “Services” within the meaning of the Master Agreement, and these Terms and Conditions are “Service Terms and Conditions” within the meaning of the Master Agreement. Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Master Agreement.

  1. Licenses; Authorization. Subject to the terms and conditions of the Master Agreement (including these Service Terms and Conditions), Cass hereby grants to Customer a non-exclusive and non-transferable license to (i) access and use the System via the Internet solely for Customer’s benefit. By posting, uploading, or transmitting content or information to, or through, the System, Customer grants Cass a non-exclusive, irrevocable, worldwide, sub-licensable (through multiple tiers), royalty-free license to copy, store, transmit, publish, publicly display, publicly perform, and otherwise use this content or information to operate the System for the benefit of Customer and Customer’s charities or as otherwise required to fulfill its obligations under the Master Agreement (including these Service Terms and Conditions). Customer hereby authorizes Cass to facilitate the processing of donations, payments and investments made through the System.
  2. Access; Customer Data. Customer shall designate individuals authorized to access the Services, and access to the Services will be provided as described in [the User Manual]. Cass will control access to the Services through the use of Client IDs, User IDs and Anyone with knowledge of Client IDs, User IDs and Passwords will be able to access the Services. Customer will be responsible to maintain appropriate security for Client IDs, UserIDs and Passwords to keep accounts safe from unapproved use. Customer is responsible for maintaining its own local/backup copies of Customer Data.
  3. Technical Support. Cass will provide Customer with commercially reasonable technical support via email and telephone. Such technical support will be provided during Cass’s normal business hours to enable Customer to report problems and seek reasonable assistance in the use of the System.
  4. Hardware and Software. Cass shall provide Customer with the specifications for any hardware and software which Cass has determined to be compatible with the Services. Customer shall be responsible at its cost for acquiring the required hardware and/or software and installing and maintaining it in good working condition. If Customer chooses hardware and/or software that differs from that recommended by Cass, Cass shall not be liable to Customer for any malfunction, non function, inaccuracy or other failure of the Services to operate as expected. If Cass provides Customer with software to access the Services, Customer will have a non-exclusive, non-transferable sublicense to use the software, and by using the software, Customer agrees to comply with Cass’s Sub licensed Software Services Terms and Conditions. Upon termination of the sublicense, Customer’s rights to use the software will terminate immediately without notice.
  5. Accuracy and Timeliness of Information; Posting of Inappropriate Content.
    1. Cass will use reasonable efforts to provide the information requested through the Services in a prompt fashion, but shall not be liable for temporary failure to provide timely In such event, Customer shall be responsible for carrying out banking business through alternative delivery channels. Cass shall not be liable for any inaccurate or incomplete information with respect to transactions which have not been completely processed or posted to Cass’s system prior to being made available pursuant to the Services. Information with respect to all transactions is provided solely for Customer’s convenience, and Customer shall have no recourse to Cass as to use of such information.
    2. Customer agrees not to upload or display any content that depicts or implies: (a) nudity, sexually graphic content, illegal drug use, or material that Cass, in its sole discretion, deems in violation of these restrictions or is in poor taste; or (b) content that contains threatening, abusive, harassing, defamatory, libelous, invasive, hateful, or racially, religiously, ethnically or otherwise objectionable. Doing so may result in removal of what Cass, in its sole discretion, believes is in violation of the foregoing standards and Cass may immediately terminate Customer’s account. Cass reserves the right to refuse service to any potential Customer that Cass believes is violating the foregoing standards or that posts content that is in poor taste or is not consistent with Cass’ business interests.
  6. Term and Termination.
    1. Unless Cass notifies Customer otherwise, Cass will process all donations received through the System prior to termination of the Master Agreement consistent with the terms of the Master Agreement (including these Service Terms and Conditions).
    2. Cass shall have the right to terminate this Agreement at any time, with or without cause or for its convenience, upon thirty (30) days’ written notice, or immediately upon any material breach by Customer of the terms of this Agreement. Upon the termination of this Agreement for any reason, Customer shall immediately cease all use of the System and the Services.
    3. Customer Accounts that are not maintained in active status (meaning that no transactions are processed for 12 months) will be un-enrolled from the Services. Upon any new activity, Customer will be required to reauthorize any Customer Accounts. Cass will maintain Customer’s account information associated with the Customer Accounts for not longer than eighteen (18) months (or such longer period as required by applicable law) following nay termination of this Agreement or un-enrollment of Customer from the Services
  7. Important Disclaimer and Service Cass endeavors to provide Customer with continued access to the Services, and will use commercially reasonable efforts to make the System available twenty-four (24) hours a day, seven (7) days a week except for (i) planned downtime (of which Cass will give Customer at least eight (8) hours electronic notice), and (ii) emergency downtime. However, due to the unpredictable nature of the Internet, occasional inaccessibility to the Cass website and the System should be expected. Additionally, Cass cannot and does not guarantee the completeness or accuracy of the information provided herein. Cass shall not be in default of this Agreement to the extent the System is unavailable wholly or partly due to any one of the following reasons: (i) Customer’s failure to perform its obligations under this Agreement; (ii) events of force majeure; (iii) the performance of Customer’s third party telecommunications network provider(s); (iv) changes made at the request of Customer; (v) Customer not having the minimum hardware and software required to access or Use the System; or (vi) other events beyond Cass’s reasonable control. The Services are provided to Customer for Customer’s convenience. The actual payment of such bills is handled by an independent third party, and Cass cannot and will not guarantee or be held responsible for the completion and accuracy of such transactions. Cass reminds Customer that the Internet lacks inherent security for commercial transactions and therefore Cass cannot and does not guarantee that downloads from the Cass website will not contain a virus or other destructive device. Additionally, Customer may provide, request and receive information from the Cass website with the knowledge that such information can be intercepted and/or viewed by unknown third parties.


If you are looking to close your individual account, please contact with your request, including your name, email address and the phone number associated with your account. Closing your account will not stop or modify any payments that have been successfully processed on your account but will cancel any recurring payment schedules that have not been processed on your account. You will remain liable for all obligations related to your individual account even after it is closed and there are situations where you may not be able to close your individual account immediately, including if you have a pending transaction or open claim. Please note that merely deleting a Gyve application will not close your account, cancel a recurring payment or cancel round up.


Though Gyve is the tool that facilitates your withdrawals, the funds are never in our possession. Contact the administrative team with the organization you have donated to, they can handle all refund requests.


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