Village
Terms of Use

Village Labs- Services Agreement

Last Updated: August 1, 2024

Welcome to Village Labs! We build an AI that makes your team faster, more connected and radically more productive. And we’re glad you’re here to read our Services Agreement. If you have any questions about any of this, you can contact us at: support@villagelabs.co, and we’ll do our best to help. The Village website, products, APIs, technology, and services are owned and provided by Village Platforms, Inc. In this Services Agreement, we won’t use the full corporate name. Instead, we’ll refer to the company as “Village”. And when we say “we,” “us,” the “Company” or “our,” that’s also referring to the company. We encourage you to read this Services Agreement carefully because they - along with other posted policies, rules, and guidelines - govern our Customers use of and interaction with our products, the other features and software and technologies we provide, and our communications with our Customers.

Services Agreement

‍This Village Platforms Services Agreement (“Agreement”) is entered into by and between Village Platforms, Inc., a Delaware corporation (“Village”), and Customer (“Customer”) as of the date of execution of Village's Order Form (the “Effective Date”).

WHEREAS, Village has developed The Services (as defined below) that it desires to make available to Customer; and WHEREAS, Customer desires to utilize the Services. NOW THEREFORE, in consideration of the mutual covenants and representations contained herein and for other good and valuable consideration, Village and Customer hereby agree as follows:

1. Definitions

1. “API Access Key” means the unique string of alphanumeric digits required to access the Services that Village provides Customer for use in the Network.
2. “API Materials” means the application programming interface (“API”) Documentation, the API Access Key, programming instructions, tools, protocols, and sample code.
3. “Professional Services” means any professional and consulting services provided by Village to Customer during the Term, which may include, but not be limited to, providing guidance on establishing a Network and data analysis, writing code and connecting certain Customer applications (including a Network).
4. “Services” means the version of the Village offering (made available via software-as-a-service) provided to Customer by Village, and any accompanying Documentation provided by Village to Customer. 
5. “Data” means any data or information directly or indirectly extracted or computed from, or stored on, a Village’s databases or ledger.
6.  “Documentation” means any user guide or any manual for installation or use of the Services that Village has prepared for use with the Services and makes available to its customers.
7. “End Users” Customer’s end user including but not limited to Customer’s Employees, Contractors or end-customers who are authorized by Customer to develop, access, and use a Network developed using the Services.
8. “Feedback” means all suggestions, comments, feedback, in any form, regarding the Services (including any of the Services’ functionality) and including those derived from Village’s monitoring and analysis of Customer’s use of the Services (including any of its functionality). 
9. “Network” means a Customer managed platform setup within Village’s technology platform and database used for analytics, information summarization, automations and communications between Customer and end-user, established at Customer’s direction in connection with the use of the Services. 
10.  “Network Content” means the Customer Data (as defined below) and data and information generated by Customer and its End Users through use of the Network (but excluding all Village Content and Third-Party Content).
11. “Restricted Location” means, collectively, Cuba, Iran, Syria, the People’s Republic of China, any sanctioned country according to the up-to-date lists of the US Office of Foreign Assets Control (OFAC), the United Nations, the European Union and any EU Member State, HM Treasury (UK) or equivalent authority.
12. “Usage Data” means information gathered, prepared, computed, originated, or stored by Village resulting from user interaction with the Services provided by Village. This includes, for example, data on the frequency of tool usage, the number of reports generated, and other similar metrics. Usage Data does not include Customer Data but may include aggregated or anonymized information derived from or based on Customer Data.
13. “Services” means the Services and Professional Services.
14. “Update” means, with respect to the Services, a modification, error correction, bug fix, new release, or other update to or for the Services.

2. The Services
   1. Access Rights; Access Credentials. Subject to the terms and conditions of this Agreement, Village grants Customer a non-exclusive, non-sublicensable, non-transferable, Term-limited right to access and use the: (a) Services solely for Customer’s own internal business purposes and not in a manner that competes with Village; and (b) Documentation provided by Village to Customer with the Services solely in support of Customer’s authorized use of the Services. Village shall provide Customer with access credentials to allow Customer to access the Services. Access credentials are for Customer’s internal use only and Customer may not sell, transfer, share, or sublicense the access credentials to any other entity or person except the Customer’s authorized employees, independent contractors, and agents. Customer must maintain the confidentiality of the access credentials and may not allow them to be used by any other party. Customer is responsible for: (i) acquiring, maintaining, and controlling each Customer device that is used to access and use the Services, (ii) restricting access to and maintaining the security of the access credentials, and (iii) all usage actions of its users (including but not limited to its employees and contractors) and their compliance with Customer’s obligations under this Agreement. Except as set forth herein, no other right or license of any kind is granted to Customer with respect to the Services.
   2. Restrictions. Customer shall use the Services in compliance with applicable laws. Customer shall not: (a) make the Services or API Materials available to, or use any Services or API Materials for the benefit of, anyone other than Customer and End Users; (b) except as expressly permitted in this Agreement, rent, sublicense, re-sell, lease, time-share, distribute, pledge, assign, or otherwise similarly exploit the Services or API Materials, or make them available to anyone other than its End Users; (c) reverse engineer, hack the Services or API Materials, or otherwise attempt to gain unauthorized access to the Services, API Materials, or related systems or networks; (d) access the Services or API Materials to build a competitive product or service or to copy their features or user interfaces, as applicable; (e) send or store infringing, obscene, threatening, or otherwise unlawful material including material violative of third-party privacy rights in connection with the Services or API Materials; (f) store or transmit viruses, worms, time bombs, Trojan horses, malware, or other harmful or malicious code, files, scripts, agents or programs to or through the Services or API Materials; (g) disrupt the integrity or performance of the Services or API Materials or the data contained therein; (h) modify, copy, adapt, or create derivative works based on the Services or API Materials, or any portion thereof; (i) disclose any benchmarking, competitive analysis, or other results obtained from use of the Services or API Materials; (j) use the Services or API Materials in a manner that interferes with or disrupts the integrity or performance of the Services or API Materials (or the data contained therein); (k) use the Services to pay for, support or otherwise engage in any illegal activities, including, but not limited to illegal gambling, fraud, money laundering, human trafficking, or terrorist activities; (l) use any robot, spider, crawler, scraper or other automated means or interface not provided by Village to access the Services or to extract data; (m) attempt to circumvent any content filtering techniques Village employs, or attempt to access any area of the Services that Customer is not authorized to access; (n) provide false, inaccurate, or misleading information; or (o) encourage or induce any other person to engage in any of the activities prohibited under this Section. Any use of the Services or API Materials in breach of this Agreement by Customer or users that, in Village’s reasonable judgment threatens the security, integrity, or availability of the Services or API Materials, may, in addition to Village’s other remedies hereunder, result in Village’s immediate suspension of its provision of the Services to Customer. 

3. Feedback. During the Term, Customer may provide Feedback to Village regarding the Services. Upon Village’s request from time to time, Village and Customer will meet to discuss (by video conference or otherwise, and at a time mutually agreed by the parties) the results of Customer’s testing and evaluation of the Services and API Materials, including any Feedback. Village has the right to monitor and analyze Customer’s use of the Services (including any of its functionality) to obtain Feedback. All Feedback will be the sole property of Village, and, to the extent Customer has any right, title, or interest in any Feedback, Customer hereby assigns to Village all right, title, and interest to such Feedback (including any intellectual property rights therein) and agrees to perform such further acts as may be reasonably necessary to evidence such assignment.
4. Intellectual Property Ownership; Licenses. 

1. Village IP. Village will retain all rights, title, and interest in and to the Services. Customer does not acquire any other rights, express or implied, in the Village IP. 
2. Customer Data and Customer IP. As between Village and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to (a) all information processed or stored through the Services by Customer or on Customer’s behalf, as well as any reports, outputs or deliverables created as part of the Services (collectively, “Customer Data”), (b) its services and its proprietary technology, (c) any integration developed specifically to connect Customer’s services to the Services, and (d) all updates to and derivatives of (a) through (c) (collectively, “Customer IP”).  Customer hereby grants Village a non-exclusive, non-sublicensable, royalty-free, worldwide license to reproduce, distribute, use, and display Customer Data solely to the extent necessary to provide the Services to Customer. For the avoidance of doubt, under no circumstances may Village use any Customer IP to train any machine learning or artificial intelligence models (the “Customer IP”). Village does not acquire any other rights, express or implied, in the Customer IP. Customer represents, warrants, and covenants to Village that Customer owns or otherwise has the necessary rights and consents in and relating to the Customer Data so that it may legally provide such Customer Data to Village for processing in accordance with this Agreement. Customer agrees that as the data controller, it is entitled to transfer the Customer Data, including relevant personal information to Village, so that Village, its affiliates, and third-party contractors, in their respective capacity as a data processor, may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf. Customer shall promptly notify Village if it becomes aware of any unauthorized use or access to Customer’s access credentials, Customer’s account, or the Services.

3. API License. If Village provides you with access to any API Materials during the Term, Village hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the API Materials solely to (i) use the API Materials to develop the Network and (ii) access the Services using the Network to receive Village Content and to send Customer Data (as applicable based on the Services). Village may limit API calls from the Network if Village determines in its reasonable judgment the number of API calls is excessive or constitutes abusive usage. 
4. API Changes. Village may change, update, enhance, revise, or discontinue the API Materials, at any time. If any such change, update, enhancement, revision, or discontinuation would, in the reasonable determination of Village, adversely affect Customer’s access to or use of the Services, Village will use commercially reasonable efforts to provide Customer advance prior written notice. Village’s change, update, enhancement, or revision to or discontinuation of the API Materials may require Customer to update the Network to continue functioning properly with the Services.

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5. Professional Services. Customer may request, and Village may provide certain Professional Services during the Term. Any information, guidance, instruction, or content provided by Village representatives regarding the Services or in connection with the Professional Services, however accessed by or made available to Customer, including any performance data and test results (“Village Content”), is provided solely for general information purposes and cannot be relied upon by Customer as a recommendation of Village or a substitute for independent legal, regulatory, tax, and/or technical advice. By utilizing any Village Content, Customer represents, warrants, and covenants that it has not and will not rely on Village Content, and that Customer has consulted or will consult its own legal counsel, accounting, regulatory, tax, and technical advisors to form an independent judgment as to the advisability of any future action (or inaction) prior to taking it. Village does not provide any legal, regulatory or tax advice in connection with the Services, and Customer has not relied on any statement of Village in connection with its decisions in connection with the Services or establishing a Network. ANY RELIANCE ON VILLAGE CONTENT IS UNDERTAKEN AT CUSTOMER’S OWN RISK. VILLAGE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED AS RESULT OF CUSTOMER’S RELIANCE ON ANY VILLAGE CONTENT.
6. Support and Service Levels. Village shall use commercially reasonable efforts to provide general customer support to Customer, subject to the terms and conditions as outlined in this Agreement. Village's customer support team will be accessible to Customer via email (or a mutually agreeable messaging service) to handle general inquiries, technical problems, or other issues that may arise in relation to the products or services provided. Support service hours are Monday to Friday, 9 AM to 5 PM Pacific Time, except for nationally observed holidays. Village may, at its sole discretion, provide support outside of these hours. Upon receiving a request for assistance, Village will use its best efforts to respond in a timely manner. Customer understands that the nature and complexity of the issues may influence the response and resolution times, and Village cannot guarantee specific timelines for these matters. Village will strive to maintain a high level of service availability, subject to periodic downtime for maintenance, updates, and unforeseen circumstances. Such downtime, scheduled or otherwise, does not constitute a breach of this Agreement. The precise level of customer support, the means of communication, and response times are not guaranteed and are subject to change by Village. Village may offer additional support or service level commitments to Customer through separate agreements or addenda, the terms of which will not be governed by this section of the Agreement. 

3. Payment. Customer agrees to abide by the provisions of Pricing and Services Schedule, attached hereto as Exhibit A and hereby incorporated, and to make all payments to Village in accordance with those provisions. Village will send monthly invoices to Customer in an amount determined pursuant to the agreed upon payment provisions in Exhibit A, and payment will be due to Village upon thirty (30) days of receipt of the invoice.
4. General Risk Factors. Village does not provide or offer investment, tax, legal, or other professional advice by allowing Customers to use the Services. Customer is (a) solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks and (b) responsible for determining whether using the Services is legal in Customer’s jurisdiction. Customer shall not use any of the Services if such use is illegal. Customer’s use of the Services requires Customer to bear risks for which Village will not be held responsible, including the following:

5. Third-Party Content. In using the Services, content, data or services may be provided or made available by third parties, including but not limited to links to web pages and services of such parties (“Third-Party Content”). Village does not control, endorse, or adopt any Third-Party Content. Village has no responsibility for Third-Party Content, including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, illegal, or otherwise objectionable in Customer’s jurisdiction. 
6. Warranties; Disclaimer
   1. Customer represents, warrants, and covenants that it: (a) will not use the Services or API Materials in, is not located in, is not under the control of, and is not a resident of any Restricted Location or any country to which the United States has embargoed goods and services; (b) is not identified as a “Specially Designated National” by the United States Treasury Department; and (c) will not use the Services or API Materials if prohibited by any applicable law from doing so.
   2. Village does not represent that the Services or API Materials will meet any expectations or specifications of Customer. Further, the results of any testing or operation of the Services or API Materials by Customer will not constitute representations or warranties of Village or give rise to any rights of reliance or otherwise for the benefit of Customer or any third party. THE SERVICES, API MATERIALS, LEDGER DATA, VILLAGE CONTENT AND ALL UPDATES, DOCUMENTATION, WORK PRODUCT, OR SERVICES OF ANY KIND PROVIDED BY VILLAGE TO CUSTOMER UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. VILLAGE AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. VILLAGE MAKES NO WARRANTIES UNDER THIS AGREEMENT DIRECTLY FOR THE BENEFIT OF ANY END USER, AND VILLAGE’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR THE BENEFIT OF CUSTOMER ONLY, AND NOT FOR THE BENEFIT OF ANY OTHER PERSON. 
7. Mutual Indemnification. Each Party (“Indemnitor”) will defend the other Party and its affiliates, officers, directors, employees, and agents (each an “Indemnitee”) and will indemnify and hold them harmless from any and all claims, demands, actions, damages, losses, costs or expenses, including without limitation, reasonable legal fees, arising out of or relating to use of Customer’s account credentials or user account in connection with: (a) use of the Services or API Materials; (b) any action or inaction taken by Village or Customer at Customer’s or Village’s direction or instruction; (c) breach of this Agreement; (d) false, incomplete, or misleading information provided by Customer or Village; (e) the Network Content; (f) Customer’s gross negligence, willful misconduct, fraud, or violation of applicable laws or regulations; or (g) any Customer Data; provided however, that Customer will not be required to indemnify Village for claims or losses arising out of Village’s gross negligence or willful misconduct. 

8. Term and Termination
   1. Term and License Term. The initial term of this Agreement shall commence on the Effective Date and end twelve (12) months from the Effective Date (“Initial Term”). The Agreement shall only renew for additional successive periods of one (1) year (“Successive Term”) with express notice by Customer and Village of their intent to renew, at least thirty (30) days prior to the end of the then current term. The Initial Term and any Successive Terms, together, constitute the “Term.” Customer’s rights with respect to the Services will begin upon the Effective Date and last throughout the Term. 
   2. Termination of Agreement for Cause. Either party may terminate this Agreement, effective on written notice to the other party, if the other party breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.
   3. Effect of Termination. Termination of this Agreement will not limit either party from pursuing other remedies available to it, including injunctive relief. The parties’ rights and obligations under Sections 1, 2.4, 2.5, 3, 4, 6.2, 7, 8.3, 9, 10 and 11 will survive termination of this Agreement. Upon termination, unless otherwise agreed by the parties or the parties have entered into a separate commercial agreement that supersedes this Agreement, Customer will cease using the Services and return or destroy (at Village’s election) any Documentation and any of Village’s Confidential Information (as defined below) (and upon the request of Village, certify such return or destruction).
9. Confidentiality
   1. Confidential Information. By virtue of this Agreement, the parties may have access to information that is confidential to one another that is either clearly identified as confidential or provided under circumstances indicating its confidential nature (“Confidential Information”). Village’s Confidential Information includes, but is not limited to, the Services, Feedback, Village Content, performance data and test results relating to the Services and the terms of this Agreement. A party’s Confidential Information will not include information that can be shown through documentary evidence: (a) is or becomes generally known to the public through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on disclosure; or (d) is independently developed by the other party without use of or reference to the other party’s Confidential Information. 
   2. Restrictions on Use. The parties will not make each other’s Confidential Information available in any form to any third party for any purpose except to the extent necessary to exercise their respective rights under this Agreement and will treat Confidential Information of the other party with the same degree of care with which it would treat its own confidential information of a like nature, and in no case with less than a reasonable degree of care. It will not be a breach of this section if Confidential Information is disclosed pursuant to subpoena or other compulsory judicial or administrative process, provided the party served with such process promptly notifies the other party and provides reasonable assistance so that the other party may seek a protective order against public disclosure. Each party will limit the disclosure of Confidential Information to those of its employees and agents who have a need to know such Confidential Information, and each party will take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. Neither party will use the other party’s Confidential Information for any purpose other than the performance of this Agreement. The parties will hold each other’s Confidential Information in confidence during the Term and for a period of five (5) years after termination of this Agreement, provided that trade secrets shall be held in confidence indefinitely so long as they retain such status as trade secrets under law.
10. Limitation of Liability.
    1. IN NO EVENT WILL VILLAGE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, USE, OR COST OF SUBSTITUTE PROCUREMENT, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. 
    2. VILLAGE SHALL NOT BE LIABLE IN WHOLE OR IN PART FOR ANY DAMAGES CAUSED BY (A) ANY CHANGE IN LAW, REGULATION OR POLICY; OR (C) FORCE MAJEURE EVENTS (defined below).
    3. EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED IN THE AGGREGATE THE GREATER OF: (a) THE FEES PAYABLE TO VILLAGE PURSUANT TO THIS AGREEMENT FOR PRODUCTS AND SERVICES PROVIDED DURING THE YEAR BEFORE THE LAST EVENT GIVING RISE TO THE LIABILITY; OR (b) $5,000. THE LIMIT OF LIABILITY IN THE PRECEDING SENTENCE IS CUMULATIVE AND NOT PER-INCIDENT.

11. General Terms
    1. Relationship Between the Parties. Village is an independent contractor under this Agreement. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the parties.
    2. Law. This Agreement shall be deemed to have been made in and shall be construed exclusively pursuant to the laws of the State of California. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be governed under the laws of the State of California (without regard to its, or any other state’s, choice of law principles) and determined by arbitration in San Francisco, California, USA before one arbitrator.  The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. This Agreement evidences a transaction involving interstate commerce and, notwithstanding the choice of law provision in this Section, this Section 11.2 shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et. seq.).  This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 
    3. Severability and Waiver. If any provision of this Agreement is held to be illegal, invalid, or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. 
    4. No Assignment. Customer may not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any rights or obligations under this Agreement without the prior written consent of Village. Any purported assignment, transfer, or delegation by Customer will be null and void, except in the case of a merger, acquisition, or sale of all or substantially all of Customer’s assets or equity, provided that Customer provides prompt written notice to Village of such transaction. Subject to the foregoing, this Agreement will be binding upon the parties and their respective successors and assigns.
    5. Force Majeure. Village shall not be liable for any failure to perform any of its obligations under this Agreement due to circumstances or causes beyond its reasonable control (regardless of whether foreseeable), including acts of God, riot, embargoes, acts of governmental authorities, fire, earthquake, epidemics or pandemics, flood, acts of terror, any service outages of third-party service providers, and accidents (each, a “Force Majeure Event”)).
    6. Entire Agreement; Counterparts. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of this Agreement. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party; no other act, document, usage, or custom will be deemed to amend or modify this Agreement. This Addendum may be executed in counterpart copies, each of which, and together, shall be effective as original, binding instruments. Both facsimile and electronic signatures shall be effective as if original.‍
    7. Electronic Communications Consent. Customer expressly consents to receiving communications from Village including via SMS and email. Customer acknowledges that these communications may include important notices, updates, promotional offers, account information, and other relevant messages. Customer understands that they may revoke this consent at any time by providing written notice to the Company. The Customer further acknowledges that electronic communications shall have the same legal effect as written and signed paper communications.

Contact Us‍

If you have any questions about this Services Agreement, please contact Village at: support@villagelabs.co.

Village Platforms, Inc.

2261 Market Street #4903

San Francisco, CA 94114

support@villagelabs.co

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