Effective Date: May 7, 2024
–version 1.1
Please read these terms of use carefully. this is a legally binding agreement. you may accept these terms by using villaDeus’ services. you understand and agree that villaDeus will treat your use of the services as acceptance of the terms of use from that point onward.
These terms of use (the “Terms of Use” or “Agreement”) govern your access to, and use of the Services offered by villaDeus and villaDeus GIVING as an end user (hereinafter collectively referred to as “villaDeus”). They do not alter in any way the terms or conditions of any other agreement you may have with villaDeus, its subsidiaries, or affiliates. If you are using the Services on behalf of any entity, you represent and warrant that you are authorized to accept these Terms of Use on such entity’s behalf.
villaDeus reserves the right to change or modify any of the terms and conditions contained in these Terms of Use, the Terms of Service, or any policy or guideline, at any time and at its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the villaDeus’ website. Your continued use of the Services following the posting of its changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review these Terms of Use and applicable policies from time-to-time to understand the terms and conditions that apply to your use of the Services. If you do not agree to the amended terms, you must discontinue your use of the Services. You attest and warrant that you are at least thirteen (13) years of age, and, if you are not yet of legal age to form a binding contract within your jurisdiction, have permission from your legal guardian to use our Services.
All other questions or comments about the Services should be directed to info@villadeus.com.
1. PRIVACY POLICY
You may refer to our Privacy Policy for information related to ways villaDeus collects, discloses, and uses information including that which is personally from its users.
2. REGISTRATION FOR THE SERVICE
If you wish to utilize the Services, you may be required to register by providing information about yourself and, if you are registering on behalf of an entity, information about that entity. You agree that any such information you provide is accurate, complete, and up to date. Failure to do so constitutes a breach of these Terms of Use and may result in a termination of your access to the Services. You are responsible for maintaining the security and confidentiality of your account User ID and password. You are also solely responsible for all activities that occur through your credentials. You agree not to attempt to access or use the Services or any part thereof using the identity or the Registration Data of any person other than yourself. You agree to immediately notify villaDeus of any unauthorized use of your credentials.
3. VILLADEUS GIVING
If you sign up for and/or utilize the villaDeus giving functionality (“villaDeus Giving”) provided by villaDeus GIVING, you agree to the following:
a. You assign villaDeus GIVING as your agent to process online contributions for the amounts you select, and for the selected organization (“Donee”). villaDeus transaction fees shall be deducted from online donations before they are funded to Donees.
b. Only the authorized card holder or bank account owner may donate through villaDeus Giving. No third party may use the donor’s card information or enter donations on behalf of a cardholder. Doing so may constitute “credit card laundering” and may be in violation of some credit card usage agreements. villaDeus GIVING is required, and hereby authorized to report any such abuses to the appropriate authorities.
c. Federal law prohibits charities from promising or providing goods and services in exchange for making a donation.
d. Donee will be provided with donor information.
e. You may opt to schedule future contributions to occur on a schedule either once or repeating. Repeating scheduled transactions are referred to as “Recurring Donations”. Scheduled transactions that are set to occur only once are referred to as “Future Donations”.
If you elect to initiate Recurring Donations, or Future Donations, you are authorizing us to store and automatically charge your selected method of payment in the payment amount (including fees and charges) and frequency that you designated, without further consent or instructions from you. If you wish to cancel your recurring payments, you may do so by accessing your donor account, which can be done; where you make gifts for the donee whose recurring or future gift you wish to cancel or alter, or by following the link provided in email correspondences related to the recurring or future gift you wish to cancel or alter. Cancelation or alteration of a future gift must be done 24 hours prior to the next scheduled payment date to ensure cancellation or alteration is affected before automatic processing occurs. Revoking an authorization for an individual recurring payment schedule will not cancel authorization for other recurring payments.
Certain events can affect the stored payment method linked with a Recurring Donations or Future Donation, resulting in the pausing, cancelation, or delay of processing for future scheduled donations. These events can include, but are not limited to; card expiration, ACH reject, declined processing, returned error codes through the payment network indicating that the stored payment method should no longer be honored, or the deletion of a stored payment.
4. CONSENT TO RECEIVE EMAILS AND NOTICE
By using the Services, you consent to receive emails from villaDeus. You may not “opt out” of receiving account-related emails from villaDeus while your account is active. The parties hereto may give legal notice by means of electronic mail, which electronic mail shall be considered delivered when sent. The notice address of villaDeus shall be support@villadeus.com (or such other address as is provided by villaDeus to you) via email at your Notice address and your address for the receipt of notices pursuant to this Agreement shall be the current email address listed by you in your account profile.
5. ELECTRONIC SIGNATURES
villaDeus may permit you to execute certain documents whether presented by us or other users, by electronic signature. You hereby consent to the use of electronic signatures, and agree that signatures you provide electronically, whether digital or encrypted, on such documents shall have the same force and effect as original pen and ink signatures.
6. WARRANTY DISCLAIMERS
Materials and the services are provided on an “as is” and “as available” basis without warranties, either express or implied, of any kind. villaDeus disclaims all warranties, express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement as to the information, content, or materials. villaDeus does not represent or warrant accuracy, completeness, reliability, or freedom from errors of information available through the services. villaDeus does not represent or warrant that viruses or other harmful components are not present in services or on servers used to provide services.
7. LIMITATION OF LIABILITY
In no case shall villaDeus, its corporate affiliates, independent contractors, service providers, or consultants, nor any of their respective directors, agents, or employees, be held liable for any special, indirect, consequential, or punitive damages, including, but not limited to, loss of use, loss of donations, loss of opportunities, or loss of data, regardless of whether arising from contract, tort (including negligence), or any other legal theory, connected with the use of the services or content accessed through them. This includes any damages, losses, or injuries resulting from reliance on information obtained from villaDeus, or arising from errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission, or any failure of performance, whether caused by acts of God, communication failures, theft, destruction, or unauthorized access to villaDeus’ data or services.
The total liability of villaDeus, whether in warranty, tort, contract (including negligence), product liability, strict liability, or any other legal theory, relating to the use of villaDeus services, shall not exceed the total fees paid, if any, to villaDeus for access to or use of the services during the twelve (12) months preceding the incident giving rise to liability.
villaDeus makes no warranties regarding the reliability or security of the services.
By using villaDeus services, California residents waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party,” or similar provisions.
8. COMPLIANCE WITH LAWS
You represent and warrant that your use of the Services shall comply with all local, state, provincial, and federal laws.
9. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless villaDeus, its subsidiaries, affiliated companies, and their respective shareholders, directors, officers, employees, agents, attorneys, successors, and/or assigns (referred to as the “Indemnified Parties”) from, and to reimburse them for, any claims, costs, expenses, losses, demands, damages, legal fees and costs, penalties, and/or liabilities of any kind or nature, arising from or related to your use of or inability to use our Services, your conduct on the Services, your violation of these Terms of Use, your infringement upon the rights of any third party, your performance related to any Statements of Work, or connected to any User Content you post. Additionally, you agree to indemnify, hold harmless, and defend villaDeus against any claims brought or threatened against villaDeus by your end users resulting from or related to your breach of warranties or representations, services, operation of your organization, use of our Services, or failure to provide services. We reserve the right to defend any such claim, at our discretion, and you shall bear the responsibility for our attorney fees and costs. This indemnification obligation shall remain in effect following the expiration or termination of this Agreement.
10. TERM AND TERMINATION
This agreement remains in effect until terminated by either party. You have the option to terminate without specifying a reason by deactivating your account through the “your account” page. villaDeus reserves the right to terminate the Services without specifying a reason, provided that ninety (90) days’ advance notice is given to the email address you have provided in your user account information. If this Agreement is terminated, upon your request, villaDeus will grant you access to download a file containing your User Content for a period of ninety (90) days following termination. You acknowledge and agree that villaDeus is not obligated to retain your User Content or any other data, and may delete such content ninety (90) days after termination.
11. TERMINATION FOR CAUSE
villaDeus may immediately terminate this Agreement in the event of your material breach of the terms or conditions of this Agreement. Any breach of your payment obligations will be deemed a material breach of this Agreement.
12. ARBITRATION
In the event of any dispute between the parties, they shall engage in consultations and make efforts to reach a mutually satisfactory solution. If no resolution is reached within ninety (90) days, either party may initiate mediation under the mediation rules of the American Arbitration Association by providing notice to the other party. If mediation does not lead to resolution within sixty (60) days after the written demand for mediation, any unresolved dispute (excluding those outlined in the villaDeus Privacy Policy) shall be settled through arbitration in accordance with the rules of the American Arbitration Association, with a single arbitrator in Seattle, Washington. The arbitrator will issue a written opinion, including findings of fact and law, and the arbitrator’s decision shall be binding on the parties, their administrators, and assigns, without the possibility of appeal. Judgment may be entered on the arbitration award in any court with jurisdiction. The arbitration expenses will be shared equally unless otherwise determined by the arbitrator, who may also award attorneys’ fees and expenses to the prevailing party. The parties intend for arbitration proceedings to be completed within ninety (90) days from the arbitrator’s appointment, barring exceptional circumstances. The arbitrator may extend this deadline only if failing to do so would unfairly prejudice the parties’ rights. Failure to meet this deadline does not provide grounds for challenging the award. Pre-hearing information exchange will be limited to the reasonable production of relevant, non-privileged documents, conducted promptly. This section does not apply to disputes concerning ownership, validity, infringement, misappropriation, disclosure, misuse, or enforceability of any confidential information, patent rights, copyrights, mask works, trademarks, or any other trade secrets or intellectual property. To the fullest extent permitted by law, no arbitration or claim may be combined with any other arbitration or claim, and class arbitration is not permitted. Any claim related to the Services must be brought within two (2) years of the cause of action arising. If any provision of this section conflicts with mandatory law, that provision will be automatically adjusted to comply, and the remainder of this section will remain unaffected.
13. APPLICABLE LAW AND VENUE
These Terms of Use and your utilization of the Services are subject to and governed by the laws of the United States of America and the State of Delaware, without regard to its conflict of law provisions, regardless of whether you use the Services within or outside the State of Delaware. Regarding any disputes or claims not subject to arbitration (as outlined above), you agree that any legal or equitable action arising from or related to the Services or these Terms of Use shall be exclusively filed in the state and federal courts situated in the county of Kent, Delaware. By using the Services, you irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of such courts.
14. ASSIGNMENT
You may not transfer this Agreement without prior written consent from villaDeus. However, villaDeus reserves the right to transfer this Agreement, without your consent, to (i) a parent or subsidiary, (ii) a purchaser of assets, or (iii) a successor through merger.
15. SEVERABILITY
If any provision of these Terms of Use is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, it shall be enforced to the maximum extent permitted by law. Any such provision shall be considered severed from these Terms of Use and shall not affect the validity or enforceability of the remaining provisions. The remaining terms shall continue to be binding and enforceable, remaining in full force and effect.
16. RELATIONSHIP
You acknowledge and agree that there is no joint venture, partnership, employment, or agency relationship between you and villaDeus.
17. WAIVER
No waiver of any term, provision, or condition of this Agreement, whether by conduct or otherwise, in one or more instances, shall be considered or constitute a waiver of any other term, provision, or condition hereof, whether similar or not. Furthermore, such waiver shall not be deemed a continuing waiver of any such term, provision, or condition hereof. Any waiver must be executed in writing by the party granting the waiver to be binding.
18. FORCE MAJEURE
If either party’s performance of any part of this Agreement is hindered, delayed, or rendered impracticable due to reasons such as flood, riot, fire, judicial or governmental action, labor disputes, acts of God, or any other causes beyond the control of either party, that party shall be excused from such performance to the extent that it is affected by such causes.
19. ENTIRE AGREEMENT
This Agreement represents the comprehensive and sole expression of the agreement between the parties regarding the use of the Services and any actions or omissions of villaDeus. It supersedes all prior or contemporaneous communications, representations, statements, and understandings, whether oral or written, between the parties.
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