Terms & Conditions
The following is the Terms & Conditions (“Terms”) for Village Key LLC (Village Key) in connection with all its products and services, including, but not limited to, its website (www.thevillagekey.com, herein referred to as “Site”), Villager membership (all individuals that possess Village Key membership are herein referred to as “Villagers”), and all other services offered by Village Key (herein referred to as “Services”).
Village Key is a business operating in South Bend, IN, that specializes in providing marketing solutions for businesses (“Shops”) and exclusive deals (“Deals”) for Villagers.
1. Website
The Village Key Site provides an interactive online service operated by Village Key LLC, All information, content, promotions, and Deals on this Site are subject to these Terms.
Conditions of Use
Your authorization to use this Site is conditioned upon your agreement that you:
• are at least 18 years of age;
• ensure your use of this Site will comply with these Terms at all times;
• have the right to create a binding legal obligation;
• will comply fully with the terms of this Agreement;
• may only make purchases on the Site for your own use, or as a gift for another, unless you have received the written authorization of Village Key to do otherwise;
• may create only one account for your personal use; you may make only one account for each organization that you are fully authorized to represent;
• possess the legal right to provide any and all information you submit to the Site, and that you affirm the information is only about yourself or any organization for which you are an authorized representative, and that all such information is accurate, true, current and complete;
• will not copy, market, or distribute any part of this Site or any Village Key material in any way without Village Key’s prior written authorization;
• will not use the Site to gather any personally identifiable information, including, but not limited to, account names, or other such information, for commercial or malicious purposes;
• hereby affirm that links to other websites are provided for your convenience, that Village Key bears no responsibility for the content of those websites, and that the posting of those links by Village Key on this Site does not signify in any way that Village Key endorses those websites.
• will not use the communication systems provided by the Site or any information gathered from this Site for any commercial or malicious purposes;
• will safeguard your password and all information related to your account, as well as monitor your account activity;
• are solely responsible for all submissions of content and information made by you or any other individual utilizing your account;
• hereby grant Village Key and each user of any Village Key service, including its Site and all other mediums Village Key may utilize, a non-exclusive license to view, access, use reproduce, display and distribute all content you submit through the Site as permitted through Village Key’s functionality and according to these Terms;
• represent that you own or possess all the necessary rights, consents, permissions, and licenses to use and to authorize Village Key to use any and all content that you submit to Village Key in accordance with these Terms;
• will not submit any content that is copyrighted or subject to proprietary rights of a third party, unless you possess the rights or have the permission from their owner specifically granting you the authority to submit such content to Village Key;
• hereby affirm that Village Key reserves the right to review all content submitted by you and to determine whether any of said content complies with these Terms; and
• herby affirm that Village Key reserves the right to remove any and/or all submissions made by you or any user utilizing your account, and terminate your account with or without prior notice.
Availability
Village Key provides no warranty as to the service, quality, or content of its website. Village Key may alter, modify, remove or add content from, or shut down the Site at any time with no prior notice to users, Villagers, Shops, or the general populace.
2. Services
Village Key provides several services to Shops, Villagers, and the public community. These services include, but are not limited to: emails to submitted email addresses, promotional events, fundraising for nonprofit organizations, and information provided via social media and other venues.
Email about Shops
Village Key retains the right to email all addresses submitted to Village Key. These emails may include, but are not limited to, messages, information on Deals, advertisements, and other promotional content. Village Key does not make any warranty or representation with respect to the content of any such email. The recipient of emails from Village Key agrees that Village Key shall not have any liability with respect to the content of emails from Village Key.
Marketing rights for Shops
Village Key provides multiple promotional services to Shops. The details of these arrangements are outlined in the Village Key Shop Agreement. That agreement, in conjunction with these Terms, governs the relationship between Village Key and each Shop.
Village Events
Village Key may choose to provide promotional events for a variety of causes and organizations, including, but not limited to: Shops, Village Key, and Villager membership. These special events maybe referred to as Village Events (Village Events) or “villagEvents”. Village Key makes no warranty or representation to the quality, duration, and consistency of said events. Village Key is not bound to provide any service or to refund service to be provided by a third party. Attendees waive all liability to Village Key.
Nonprofit organizations
Village Key may choose to run fundraising activities for other organizations that are not owned or affiliated with Village Key in any way. Village Key makes no statement or comment, for or against, the actions, mission statements, goals, or all other content, past, present, or future of any organization that utilizes Village Key’s services for fundraising. The use of an organization of Village Key’s services does not indicate, in any way, that Village Key endorses, condones, or supports that organization or any of its action and contents listed herein. The details of Village Key’s arrangement with these organizations are outlined in the Village Key Non-Profit Agreement and the Fundraiser Order Form. That agreement and Order Form, in conjunction with these Terms, governs the relationship between Village Key and each organization.
Social Media
Village Key frequently provides information via social media channels. This information includes, but is not limited to: data on past and present operations; photos and videos detailing Village Key operations; announcements about upcoming Village Key actions; and information about Shops. Village Key makes no warranty as to the availability, frequency, and quality of any such content posted via social media sites. Village Key may remove any posts and content uploaded by itself or other users to any social media accounts that Village Key utilizes.
3. Villager Membership
One of Village Key’s services is the sale of Village Key memberships. Individuals that possess Village Key membership (“Villagers”) are entitled to exclusive Deals. Individuals may acquire Village Key memberships through two main methods: by purchasing the membership or by receiving them from another entity as a gift. All acquired memberships must be registered online by submitting a valid email address in order for the user to receive the full benefits of a Village Key membership.
Purchasing
Village Key memberships may be purchased via the Village Key Site. This can include purchasing through Village Key’s main purchasing link, or through landing pages created on the Village Key Site for other organizations utilizing Village Key’s services. Memberships may also be purchased in physical locations from Village Key or third parties.
Received from Third Party
Village Key memberships can also be received from third parties, including, but not limited to, employee benefits, personal gifts, and rewards. In such cases, the recipient is entitled to no refund for the key.
Benefits
Villagers are granted multiple exclusive benefits that do not extend to non-Villagers utilizing Village Key’s services. Villagers are solely allowed to bear and utilize indicators of Villager status, including, but not limited to, die cut key cards and the Villager app (all Villager status indicators are herein referred to as “Proofs”). All villagers have access to the Deals promoted via the Site, Village Key emails, and social media venues. These Deals can only be accessed by Villagers who display one of their Proofs to the respective Shops providing the Deals. Villagers retain the full right to choose to utilize Deals and do so at their sole discretion.
Disclaimers
Due to its reliance on third parties, Village Key can offer no guarantee, warranty, or representation to the availability, service, and quality of Deals and other promotions advertised by Village Key. The Shop is considered to be the issuer and provider of the Deal, and shall be fully responsible for any and all personal harm, financial damages, liabilities and costs incurred by a customer, caused partially or entirely by the Shop or its products and services.
Village Key and Villagers are independent agencies. These Terms do not in any way constitute the creation of a partnership, franchise, joint venture, or an agency relationship between either Party. Neither Party has the authority to place any obligation on the other Party in any way not listed in this Agreement.
4. Disclaimer of Warranty
TO THE FULLEST EXTENT PERMITTED BY ALL APPLICABLE LAWS, THE VILLAGE KEY SITE, SERVICES, DEALS, AND MEMBERSHIP ARE MADE ACCESSIBLE ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. VILLAGE KEY, AND ALL ITS EMPOYEES, AGENTS, DIRECTORS, VENDORS, SHOPS, AND SUPPLIERS HERBY DISCLAIM ANY AND ALL WARRANTIES AND GUARANTEES, EXPRESSED OR IMPLIED, REGARDING THE SITE, SERVICES, DEALS, AND MEMBERSHIPS OF VILLAGEKEY AND ITS SHOPS. ALL USERS AGREE THAT USE OF THE SITE AND ALL OTHER VILLAGE KEY SERVICES AND DEALS IS AT THEIR SOLE RISK. THE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, VENDORS, SHOPS, AND THIRD PARTY CONTENT PROVIDERS OF VILLAGE KEY AND ITS SUBSIDIARIES AND AFFILIATES DISCLAIM ANY AND ALL IMPLIED WARRANTIES THAT THEIR SERVICES AND THE VILLAGE KEY SITE ARE OPERATIONAL, ACCURATE, TIMELY, OF A CERTAIN QUALITY, NON-INFRINGING, OR FIT FOR A PARTICULAR PURPOSE. VILLAGE KEY DOES NOT WARRANT THAT THE SITE IS ERROR-FREE, AVAILABLE, RELIABLE, WITHOUT INTERRUPTION, OR THAT IT WILL MEET ANY SPECIFICATIONS OR REQUIREMENTS. VILLAGE KEY MAKES NO GUARANTEE THAT ANY RESULTS THAT MAY BE OBTAINED FROM THE USE OF, OR FROM INTERACTION WITH, VILLAGE KEY, ALL OF ITS SERVICES AND DEALS, AND ANY OF ITS CONTENTS, WILL MEET ANY SPECIFICATIONS OR REQUIREMENTS, INCLUDING RELIABILITY AND ACCURACY. NO ORAL OR WRITTEN INFORMATION, CONTENT, OR ADVICE GIVEN BY A VILLAGE KEY REPRESENTATIVE SHALL CREATE A WARRANTY. VILLAGE KEYS PROVIDES NO WARRANTIES OR GUARANTEES IN REGARDS TO PRIVACY AND SECURITY OTHER THAN THAT WHICH IS EXPRESSLY STATED IN THE PRIVACY POLICY.
5. Limitation of Liability
VILLAGE KEY, ITS AFFILIATES, SUBSIDIARIES, THIRD-PARTY CONTENT PROVIDERS, SHOPS AND ALL OF THEIR RESPECTIVE OFFICERS, AGENTS, EMPLOYEES, DIRECTORS, PARTNERS, AND SHOPS, SHALL NOT, IN ANY EVENT, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF, RELIANCE UPON, OR INABILTY TO USE THE SITE AND ALL CONTENT CONTAINED THEREIN AND ALL PRODUCTS AND SERVICES MADE AVAILABLE OR ACCESSIBLE THROUGH ANY OF THE PARTIES LISTED ABOVE OR THESE TERMS OF USE. THE SOLE REMEDY OFFERED FOR ANY DISPUTE WITH VILLAGE KEY AND THE PARTIES LISTED ABOVE IS THE TERMINATION OF USE OF THE SITE AND ALL PRODUCTS AND SERVICES OFFERED BY VILLAGE KEY AND ALL PARTIES LISTED ABOVE. THIS LIMITATION APPLIES EVEN IF VILLAGE KEY POSSESED OR SHOULD HAVE POSSESSED KNOWLEDGE OF THE POSSIBILITY OF DAMAGES. IN NO EVENT SHALL THE LIABILITY OF VILLAGE KEY OR THE PARTIES LISTED HEREIN FOR ALL SERVICES AND PRODUCTS THEY OFFER EXCEED THE TOTAL AMOUNT PAID FOR SUCH PRODUCT OR SERVICE. THE TOTAL AMOUNT OF LIABILITY DERIVED FROM OR RELATED TO THESE SAID PRODUCTS OR SERVICES SHALL NOT EXCEED THE AMOUNT PAID FOR THEM IN THE PRIOR YEAR OR FOUR HUNDRED DOLLARS, WHICHEVER IS LESS. IN CASES WHERE A JURISDICTION LIMITS OR DISALLOWS THIS LIMITATION OF LIABILITY, THE LIABILITY OF THE PARITES LISTED HEREIN SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
6. Indemnification
You agree to defend, indemnify and hold harmless Village Key, its affiliates, subsidiaries, and third-party content providers and their agents, employees, officers, and directors from and against all damages, claims, liabilities, and expenses (including, but not limited, to attorneys’ fees) arising out of or related to: your use of and access to Village Key and its products and Services, including, but not limited to, the Site, Services, and Villager Membership; (ii) your violation of these Terms of Service; (iii) your violation of any and all governing laws. You assume all responsibility for your interactions with Shops and other users of any and all Village Key Services, and you hereby release Village Key and its affiliates and subsidiaries from any and all claims and liabilities related to any action, inaction, conduct, and breach of law by any and all Shops and other users of Village Key and its products and Services.
7. Survival
The provisions for Limitation of Liability and Indemnification shall survive the termination of these Terms and any interaction you may have with Village Key.
8. Termination
Village Key reserves the right to alter or terminate the Site, Services, Villager Membership, these Terms and Conditions, and all other products and services at any time without prior notice and for any reason. These Terms will terminate automatically in the event that you violate any part of these Terms. In the event of termination, you must immediately cease use of the Site, Services, Villager Membership, and any and all other Village Key products and services.
9. Entire Agreement
These Terms, the Village Key Privacy Policy, all other legal notices published by Village Key on the Site, and all other written agreements between Village Key and a third party constitute the entire agreement between Village Key and that party.
10. Modification of this Agreement
Village Key reserves the right to modify, alter, or discontinue any part of these Terms at any time without stating a reason for doing so. If Village Key deems the changes to have enough importance or materiality, it may choose to email all users who have submitted an email address a notification and/or post a notification on the Site. All changes to these Terms are effective at the time of their posting on the Site. All users of the Village Key Site, Services, Villager membership, and all other Village Key products and services bear full responsibility to stay informed of changes to these Terms. Your use of the Site, Services, Villager Membership, and all other Village Key products and services after any modification or update of these Terms will constitute acceptance of the modified Terms. Village Key further reserves the right to modify or terminate any aspect or part of the Site, Services, Villager Membership, and all other Village Key products and Services.
11. Reservation of Rights and Release
Village Key reserves the right, but has no obligation, to monitor, or take any action in regards to, conflicts that users of the Site, Services, Villager Membership, and all other Village Key products and services may have with each other or with Shops. To the extent the law permits, you release us from any and all claims or liability related to any content posted on the Site and from any claims related to the conduct of any other user of Village Key or any Shop.
12. Intellectual Property
Village Key and its licensors possess and retain ownership of all intellectual property rights of any kind used by Village Key in the Site, Services, Villager Membership, and all other Village Key products and services. Village Key does not grant any other entity license of any of the intellectual property rights it utilizes except for the limited right to use the Site, Services, Villager Membership, and all other Village Key products and services in accordance with these Terms. All rights that are not expressly granted to another entity in these Terms are reserved by Village Key.
“Village Key” and “VillageKey” are trademarks of Village Key. Other product and company names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. During the course of its operations, Village Key may utilize text, scripts, photos, graphics, sounds, software, trademarks, service marks, logos and other such content (“Content”). Excluding the Content uploaded or supplied by users, all such Content is licensed or owned by Village Key. All Content used by Village Key is subject to all intellectual property rights under United States law and the law governing the jurisdiction where they were accessed. Village Key provides Content to users “AS IS” for their personal use only. All Content may not be used, reproduced, altered, distributed, displayed, sold, or licensed without the prior written consent of its owners.
All entities retain any intellectual property rights of all content that they submit to Village Key. By act of submitting, however, said entities, grant Village Key a perpetual, non-exclusive, royalty-free, irrevocable, fully paid, worldwide license, with rights to sublicense, to reproduce, make derivative works of, publish, distribute, publicly perform and display in any medium, or to commercially exploit (and take the necessary steps to do so) under any and all of the intellectual property rights related to the content submitted at any time of Village Key’s choosing.
13. Copyright Policies
Any entity that discovers that material is being used by Village Key in a manner that constitutes copyright infringement shall provide Village Key with the following: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work; (b) an identification of the copyrighted work and a description of where it is being used (c) a statement that it has a good faith belief that the use of the identified work is not authorized by the owner, its agent, or the law; (d) its name and all information necessary to contact the entity, including address, telephone number and e-mail address; and (e) a statement by the entity that the information submitted in regards to the alleged copyright infringement is accurate and, under penalty of perjury, that it is authorized to act on the copyright owner’s behalf. Village Key reserves the right to terminate its agreement with any entity guilty of copyright infringement.
14. Choice of Law
All disputes related to or arising from these Terms, the Site, Services, Villager Membership, and all other Village Key products and services shall be governed by the laws of the State of Indiana without reference to principles of conflicts of law.
15. General Terms
Independence
Village Key and its Users are independent agencies. These Terms do not in any way constitute the creation of a partnership, franchise, joint venture, or an agency relationship between the Parties. Neither Party has the authority to place any obligation on the other Party in any way not listed in this Agreement.
Non Transferable
Users may not assign or transfer part or all of their rights and obligations from these Term to any third party without the prior written consent of Village Key.
Legally Allowed
All users must be 18 years of age, fully competent and aware of all of these Terms and all their conditions and provisions, and legally able to accept these Terms. Users represent that they are legally able to accept these Terms of Service by using any Village Key product or service.
Enforceable
If any section of these Terms is held invalid or unenforceable, that part will be construed to be compliant with all applicable law. In such circumstances, all remaining sections of these Terms will stay unchanged and fully enforced. Failure by Village Key to enforce any provision of these Terms will not affect its right to enforce such provision or any other provision of these Terms, nor will it terminate the Terms. The rights of Village Key granted under this Agreement will survive any termination of these Terms.