Effective Date: May 7, 2024
–version 1.1
1. OWNERSHIP
These Service are operated and owned by villaDeus, Inc. (hereinafter “villaDeus”, “we” or “us”).
2. THE SERVICE
These Terms of Service describe conditions and terms related to your use of the following modules (collectively referred to herein as the “Service”): (a) directory listings hosted by villaDeus (each an embeddable “villaDeus directory”), and all associated management interfaces; (b) marketplace listings hosted by villaDeus (each an embeddable “villaDeus marketplace”), and all associated management interfaces; (c) alliance services as provided to businesses by villaDeus (businesses collectively, “Merchants”, or singularly “Merchant); (d) giving services provided to you by villaDeus, and all associated management interfaces; (e) account and information management interfaces provided by villaDeus. End users of these Services or any villaDeus module must also agree to villaDeus’ Terms of Use.
3. PRIVACY POLICY AND TERMS OF USE
Refer to our Privacy Policy for information on how villaDeus collects, uses, discloses, and protects personally identifiable information associated with its users. The villaDeus Terms of Use are incorporated in these Terms of Service by reference here.
4. TERM AND TERMINATION
4.1 Terms and Renewals
a. Term The initial term of this agreement is one year.
b. Automatic Renewal After the completion of your initial term this agreement will automatically renew for subsequent one-year terms. villaDeus giving has its own associated terms which renew, and may be terminated based on the terms of that separate agreement. Any agreement with villaDeus giving may be terminated independently from the termination of this agreement. While an agreement related to villaDeus giving remains in effect this agreement may not be terminated.
c. Early Termination You may terminate this Agreement by providing written notification. There is no termination fee.
d. Termination without Cause Upon written notice to you, villaDeus may terminate this Agreement. If villaDeus terminates in such a manner, we will make available to you your data for download for a period of ninety (90) days after termination. You agree and acknowledge that villaDeus has no obligation to retain your data, and may delete same, ninety (90) days after termination. In cases where villaDeus chooses to terminate this agreement as a result of fraud some or all of your data may be unavailable if it is determined to have been provided as part of a fraudulent act.
4.2. Service Fees
While there are normally no service fees, it is possible a written Statement of Work may be entered into for additional services which fall outside of villaDeus’ normal offerings. Any unpaid fees identified in a written Statement of Work (if any), will become due upon termination of this agreement.
5. ACCOUNT
You may open an account by completing the information on the villaDeus web registration page. You are required to provide your email address in order to open an account. Your email address is used to verify your identity during future visits. Your username and/or password may not be assigned or transferred to any other person or entity. You agree to notify us immediately in the case of a breach of security or unauthorized use of your account. You acknowledge and agree that we will not be liable for any losses caused by any unauthorized use of your username and password. You shall keep your account password secure and take appropriate measures to safeguard the security of your login credentials.
You represent and warrant that the information you provide to villaDeus shall be true and correct.
6. VILLADEUS GIVING
6.1 Activation of Service
To use villaDeus GIVING, you must register for that service and provide your bank or other financial institution account information. By registering for villaDeus GIVING, you:
a. represent and warrant that all account information that you provide to villaDeus GIVING shall be true and correct;
b. authorize villaDeus to act as your agent to collect donations in your name and donor information on your behalf;
c. represent and warrant to villaDeus GIVING that at all times during the term of this Agreement, (i) you are and will remain recognized by the Internal Revenue Service as exempt from federal income tax under IRC Section 501(c)(3), and have public charity status under IRC Section 509, and will utilize all donations received through villaDeus GIVING in accordance with such tax-exempt status, and your organization shall not violate any restrictions imposed by applicable law on IRC Section 501(c)(3) entities; (ii) you understand you may have obligations to register under, and covenant that you shall fully comply and bear the costs associated with, any and all applicable federal, state, and local statutes governing the solicitation of charitable donations, including but not limited to fulfilling any registration requirements thereof; (iii) you have completed and submitted the Electronic Funds Transfer Authorization Agreement, (iv) you will promptly notify villaDeus GIVING of any change in your tax-exempt status, and any inquiry by the IRS or any other federal, state, or local government regarding the matters described in (i) and (ii) above; (v) the benefactor of any online donation will not receive, nor be promised to receive, any valuable goods or services as a result of such donation; (vi) you agree to indemnify and hold harmless villaDeus and villaDeus GIVING from and against any loss or liability of any kind, including but not limited to fees and costs incurred in defense thereof, resulting from or arising in any manner from, the material breach or inaccuracy of any duty, covenant, representation or warranty set forth herein. Your obligation to indemnify villaDeus and villaDeus GIVING shall not be affected by termination of this Agreement.
d. agree that villaDeus GIVING may deduct its service fees from the amounts of donations we collect on your behalf.
e. agree to provide villaDeus GIVING with proof of your organization’s tax-exempt status and with information for an acknowledgement letter and receipt that will be emailed to the donor automatically and support donors in their efforts to obtain evidence for tax deduction purposes.
f. authorize villaDeus GIVING and/or third parties associated with the processing of payments to debit your depository account in order to collect fees as well as for the purposes of funding requests for refunds initiated by donors and/or chargebacks imposed by the applicable credit card companies used by your donors.
g. warrant and represent that your agents have legal and financial authority to make legally binding financial decisions on behalf of your organization.
h. agree that payments to your organization will be made weekly following receipt of funds from donors and will be sent to your depository account via electronic funds transfer.
i. authorize us to provide your business name and required information to financial services providers.
6.2 Application Approval
Applications for villaDeus GIVING accounts may be declined based on the background/creditworthiness of the applicant.
6.3 Recurring Gifts
Donors who register for recurring gifts consent to be billed on a recurring basis in compliance with applicable legal requirements and card network rules.
6.4 MATCH/TMF Listing
In the event of a default under this Agreement or a misuse of applicable funds, villaDeus GIVING and financial service providers facilitating card transactions on your behalf may also report your business name and the name of your principals to the MATCH listing maintained by MasterCard pursuant to requirements of the card network rules. You specifically consent to the fulfillment of the obligations related to this listing by villaDeus GIVING and our payment processor and to the listing itself and you waive and hold harmless villaDeus and villaDeus GIVING from all claims and liabilities resulting from such reporting.
6.5 Cash Advances
You may not utilize villaDeus Giving to process cash advances.
6.6 Reselling of Service
You may not act as a payment intermediary or aggregator or otherwise resell our services.
6.7 Service Providers
villaDeus Giving utilizes ProPay. By registering for villaDeus Giving, you agree to be bound by the ProPay ProFac Sub-Merchant Terms and Conditions.
6.8 Implied Relationships
You agree that, from the time you begin processing payment with ProPay until you terminate your account with us, we may identify you as a customer of ProPay. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and ProPay.
6.9 Chargebacks
Credit card companies permit donors to dispute charges that appear on their bill. A chargeback may result in the reversal of a transaction where you are immediately liable for the amount of the transaction. When a chargeback is issued, you are immediately liable to villaDeus GIVING and/or ProPay for the full amount of the transaction related to the chargeback plus any associated fees, fines, expenses or penalties. You agree that, among other remedies, villaDeus GIVING and/or ProPay may recover these funds by deducting the amount of the chargeback from any amounts owed to you by us. If we are unable to recover funds related to a chargeback for which you are liable, you will pay us the full amount of the chargeback immediately upon demand. Where such amounts are not immediately paid to us, you agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of any unpaid chargebacks. Chargeback reserves may be established by villaDeus GIVING or ProPay, or by Wells Fargo based upon risk parameters associated with your processing activity. As a result, donated funds could be held either in whole or in part for an indeterminate amount of time.
6.10 PCI
villaDeus is a PCI-DSS compliant service provider. villaDeus will comply with all applicable PCI DSS requirements to the extent that villaDeus possesses or otherwise stores, processes, or transmits cardholder data on behalf of its customers, and to the extent that villaDeus could impact the security of its customers’ cardholder data environment.
7. SERVICE USAGE LIMITATIONS
Any use of the Service that violates this Agreement is strictly prohibited and may result in your exclusion from the Service. Unauthorized use may also violate applicable laws including without limitation trademark and copyright laws and applicable communications regulations and statutes. You agree to use the Service and any information obtained from the Service and your use thereof solely for the purposes authorized by these Terms of Service. You will not encourage or promote the use of the Service in any manner or for any purpose that is not permitted under these Terms of Service. You will not use or attempt to use the Service in any manner that is unfair, deceptive, or otherwise unlawful or harmful to villaDeus, any villaDeus clients, or any other third party. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. You agree that your use of the Services shall be further governed by these Terms of Service, the Terms of Use.
8. ENTIRE AGREEMENT
This Agreement, together with the Terms of Use and any Statements of Work between you and villaDeus or an affiliate thereof, constitutes the complete and exclusive statement of the agreement between the parties with respect to the use of the Services and any acts or omissions of villaDeus and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties. In the event of a conflict between or among the terms of the Terms of Use, Terms of Service, and Statements of Work, the order of precedence shall be, from first to last: the Statements of Work, the Terms of Service, and lastly the Terms of Use. If you have entered into a separate agreement (other than subsequent revisions of the Terms of Use) with villaDeus, and there is conflict between that agreement and these Terms of Service or the Terms of Use, the terms of that agreement shall control to the extent such agreement is still in effect.
9. MODIFICATIONS TO THIS AGREEMENT
From time to time, villaDeus may modify this Agreement. Unless otherwise specified by villaDeus, changes become effective immediately upon posting of revisions on villaDeus’ websites or Services. villaDeus will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Customer may be required to click to accept or otherwise agree to the updated Agreement before renewing a Subscription Term, but in any event continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version.
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