Terms of Service / Master Subscription Agreement
This Master Subscription Agreement (the “Agreement”) is a draft template that will govern a parish's, diocese's, or other Catholic organization's (“Customer,” “you”) subscription to the Stewardvine software service. It describes software only. Stewardvine does not process payments, is not a party to any donation, and never takes custody of donor funds. Capitalized terms are used as defined in context.
1. Parties & entity
This Agreement is between Stewardvine, a [to be finalized] (“Stewardvine,” “we,” “us”), and the Customer identified in the applicable order form, online sign-up, or clickwrap acceptance. The individual accepting this Agreement represents that they are authorized to bind the Customer and, where applicable, the parish's diocese has approved use of the software.
2. Service description — software only
Stewardvine provides a software application and administrative dashboard (the “Software”) that helps an attended volunteer or staff member accept contactless donations at Mass and helps the parish record donation metadata, generate reconciliation exports, and manage donor communications.
- Square is the payment processor. All card processing is performed by Square. The Software uses Square's mobile SDK and Tap to Pay on iPhone to initiate a payment; Stewardvine itself does not process, authorize, or settle any transaction.
- The parish is the merchant of record. Each donation is a transaction between the donor and the parish, processed through the parish's own Square account under the parish's Square agreements.
- Funds settle to the parish. Square settles donations directly and in full into the parish's own Square account. Stewardvine does not use Square's application-fee split, so nothing is deducted from a gift by Stewardvine.
- No custody by Stewardvine. Stewardvine does not accept, hold, escrow, or transmit donor funds, and is not a bank, money transmitter, or payment processor.
3. Separate service fee & billing
Stewardvine charges a software service fee of approximately [to be finalized] of the donation volume processed through the Software during each billing period. This fee is for the Software only and is separate from Square's processing fees.
- Billed by separate invoice. Stewardvine's fee is invoiced to the Customer directly ([to be finalized]) and is never deducted from donor funds and never carved out of a gift.
- Payment terms. Invoices are due within [to be finalized] of the invoice date, payable by [to be finalized]. Late amounts may accrue interest at [to be finalized].
- Taxes. Fees are exclusive of applicable taxes; the Customer is responsible for any sales, use, or similar taxes, excluding taxes on Stewardvine's net income. [to be finalized]
- Disputes. The Customer must notify Stewardvine of any good-faith invoice dispute within [to be finalized] of the invoice date.
4. Parish obligations
The Customer is responsible for:
- Opening and maintaining its own Square account in good standing, and complying with the Square Seller Agreement, the Square terms applicable to Tap to Pay on iPhone, and all card-network rules.
- Being the responsible charitable organization for all donations, including any charitable-solicitation registration and reporting required in the states where it solicits.
- Providing donors with any required donation acknowledgments and tax receipts. On-screen confirmations produced by the Software are transaction records, not tax receipts. See the Donation & Tax Disclaimer.
- Using the Software only through authorized personnel, keeping credentials secure, and supervising each attended giving session.
- The accuracy of parish, fund, and donor information it enters, and compliance with its diocese's policies.
5. License grant & restrictions
Subject to this Agreement and payment of fees, Stewardvine grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Software during the term for the Customer's internal charitable purposes. The Customer must not, and must not permit any third party to:
- copy, modify, translate, or create derivative works of the Software;
- reverse engineer, decompile, or attempt to derive source code, except to the extent this restriction is prohibited by law;
- rent, lease, sell, sublicense, or provide the Software to third parties on a service-bureau basis;
- remove proprietary notices, or use the Software to build a competing product; or
- use the Software in violation of the Acceptable Use Policy or applicable law.
Stewardvine and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights.
6. Warranty disclaimer
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GIVE DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION, AND MAKES NO GUARANTEE OF ANY UPTIME LEVEL OR OF PAYMENT PROCESSING, WHICH IS PERFORMED BY SQUARE UNDER ITS OWN TERMS.
Drafting note for counsel: this disclaimer must be made conspicuous (e.g., bold and/or all-caps as required by [to be finalized]) and its exact scope confirmed before publication.
7. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to this Agreement. Stewardvine's total aggregate liability arising out of or relating to this Agreement will not exceed [to be finalized].
These limitations do not apply to [to be finalized]. Because the parish is the merchant of record and Stewardvine never takes custody of funds, Stewardvine is not responsible for chargebacks, donation refunds, or settlement performed by Square.
8. Indemnification
Each party will indemnify, defend, and hold harmless the other from third-party claims to the extent arising from [to be finalized], including, for the Customer, claims arising from its charitable solicitation, donor communications, tax acknowledgments, or misuse of the Software, and, for Stewardvine, claims that the Software as provided infringes a third party's intellectual property rights. The indemnifying party's obligations are conditioned on prompt notice, sole control of the defense, and reasonable cooperation.
9. Term, suspension & termination
This Agreement begins on the effective date and continues for the subscription term stated in the order form, renewing as described there unless either party gives notice of non-renewal. Either party may terminate for material breach not cured within [to be finalized] after written notice. Stewardvine may suspend access for non-payment or for conduct that violates the Acceptable Use Policy or threatens the security of the Software.
On termination or expiration: (a) the Customer's license ends; (b) Stewardvine will make the Customer's data available for export for [to be finalized] and will then delete or de-identify it per the Privacy Policy and Data Processing Addendum; and (c) any OAuth tokens or connections between the Software and the parish's Square account will be revoked. Termination does not affect the parish's own Square account, which remains under the parish's control.
10. Governing law, venue & arbitration
This Agreement is governed by the laws of [to be finalized], without regard to conflict-of-laws rules. Subject to the arbitration provision, the parties submit to the exclusive jurisdiction and venue of the courts located in [to be finalized]. Any dispute will be resolved by binding arbitration administered by [to be finalized], on an individual basis. The parties waive any right to participate in a class, collective, or representative action. [to be finalized]
11. Force majeure
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, governmental action, network or utility failures, and outages or changes to services operated by Square or Apple, including Square payment processing and Tap to Pay on iPhone.
12. General terms
- Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, on notice.
- Entire agreement. This Agreement, together with the incorporated policies and any order form, is the entire agreement and supersedes prior proposals or understandings on its subject matter.
- Modification with notice. Stewardvine may update these terms by posting a new version and providing [to be finalized] notice; continued use after the effective date constitutes acceptance of the updated version.
- Severability. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision is modified to the minimum extent necessary.
- Notices. Notices must be sent to hello@stewardvine.com and to the Customer's designated contact.
- Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or joint venture.
13. Incorporated policies
The following policies are incorporated into this Agreement by reference and form part of it: the Privacy Policy, the Data Processing Addendum, the Acceptable Use Policy, and the Service Level Agreement.
Acceptance. This Agreement is intended to be accepted by clickwrap, with each version tracked and a timestamped consent log retained for each accepting user. [to be finalized]
Questions about this policy? Contact privacy@stewardvine.com.