Networks for Change Inc. (dba Keela) 
Terms of Services Agreement

This Terms of Service Agreement (together with the Privacy Policy, the “Agreement”) derives from the Networks for Change Inc. (“NFC”, “We”, “Keela” or “Our”) principles and governs our relationship with users and others who interact with Networks for Change Inc. You agree to comply with the terms and conditions set out in this Agreement, as amended from time to time, when using or accessing Keela.  

This Agreement is subject to change without notice. It is your responsibility to check this page frequently for any revisions, the most recent date of which will appear at the bottom of the page.

1. Definitions

Certain terms used in this Agreement and not otherwise defined will have the following meaning:
“Agreement” means Terms of Service along with any other documents referenced herein, together with our Privacy Policy;
“API” means application programming interface.
“Content” means the content and information that you post on Keela, including information about you and the actions you take.
“Customer” means a user who engages with Keela. 
“Keela” means the application, features, and services we make available to users, including through (a) our website at https://www.keela.co, https://ca.keela.co, and any other Networks for Change branded or co-branded websites (including sub-domains, international versions, and mobile versions); (b) our Platform; and (c) other media, devices, or networks now existing or later developed.
“Post” means post on Keela or otherwise make available to us.
“Privacy Policy” means the privacy policy of NFC viewable at www.keela.co, as the same may be amended from time to time.“Professional Onboarding Services” means any service offered by Keela that is not part of a subscription plan for the Keela software. 
“Reasonable Use Policy” means the policy we adhere to when deciding whether or not a Customer has exceeded their reasonable use of the product. 
“Terms of Service” means the following Terms of Service referenced herein;
“Us”, “we”, and “our” means Networks for Change, Keela, and/or its affiliates.
“Use” means use, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.
“You” means you or anyone logging in through your profile.

2. Privacy

Your privacy is very important to us. We designed our Privacy Policy to make important disclosures to you about how we collect and use the information you put on Keela. We encourage you to read the Privacy Policy, and to use the information it contains to help make informed decisions.

3. Sharing Your Content and Information

You and your organization own all of the content and information that you Post on Keela, whether that information is private to your organization or publicly available. In order for us to use certain types of content and provide you with Keela, you grant us a perpetual, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use all Content that you post on Keela (the “IP License”). NFC will protect your privacy and the confidentiality of this information. The IP License allows us to aggregate, sell, publish, or use (in any way) this information, so long as your identity and data and your organization’s identity and data are kept confidential. When you delete Content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed content may persist in backup copies (but will not be readily available to others and the data will be ‘beyond use’).  We always appreciate your feedback or other suggestions about Keela, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them). We are not responsible for the accuracy of any user-generated content. All information submitted on, or posted to, Keela is done at the user’s own risk. 

4. No Warranty

Although NFC will take all reasonable steps to provide error-free and continuous service on Keela, NFC does not represent, warrant, or guarantee that the database service will be uninterrupted or error-free. As a result, the database service is provided “as is”, without warranty of any kind. NFC disclaims all warranties, either expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose and infringement.

5. Safety and Ethical Use

We do our best to protect the Keela user experience, but we cannot guarantee it. We need your help in order to do that. You agree that:

  • You will not send or otherwise post commercial communications through unsolicited/unauthorized/unsanctioned means to users (such as what is commonly known as ‘spam’).
  • You will not violate any local, national, or international laws, including spam laws.
  • You will not collect users’ information, or otherwise access Keela, using any automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission.
  • You will not upload viruses or other malicious code to any Networks for Change-run website or application.
  • You will not solicit login information of or access an account belonging to someone else.
  • You will not bully, intimidate, or harass any user or NFC team member while the using the services of Keela.
  • You will not sell illegal goods or services.
  • You will not use, distribute, or post on Keela any content that you do not have rights to use.
  • You will not misrepresent your name or the name of your organization to NFC, on Keela, or to the general public, in any way.
  • You will not accept donations if you are not a nonprofit organization, charity, or other public good body.
  • You will not misrepresent to NFC, or the general public, about the legal, nonprofit, charity, or other status of your organization; this includes, but is not limited to, your representation to NFC or the public about government recognition or status as a registered charity (in Canada with the Canada Revenue Agency), a registered charity or registered nonprofit (in Australia with the Australian Tax Office and/or the Australian Charities and Not-for-Profits Commission), a registered 501(c)(3) (in the United States with the Internal Revenue Service), a registered charity or nonprofit (in New Zealand with the Charities Services), a registered charity or nonprofit (in the United Kingdom with the Charity Commission), a registered charity or nonprofit (in South Africa with the Government) or any other local, provincial, state, or nationally recognized tax-exempt status.
  • You will not lie about any tax-deductible status that your organization has, be it local, federal, or international.
  • You will not Post Content that is hateful, threatening, pornographic, prejudicial, or that contains nudity or graphic or gratuitous violence.
  • You will not develop or operate a third-party application containing, or advertise or otherwise market, mature content that is not related to your organization without appropriate age-based restrictions.
  • You will not use Keela to do anything unlawful, misleading, malicious, or discriminatory.
  • You will not facilitate or encourage any violations of this Agreement.
  • At any time, NFC may ask you or your organization to provide documentation proving the legal or other status of your organization. Failure to comply with these requests could lead to suspension or being deleted from Keela.
  • While NFC states that all paid subscriptions include “unlimited emails” and “unlimited storage”, this is subject to a Reasonable Use Policy. If, at any time, NFC, or any of its affiliates, determines that user or organizational use of Keela is unreasonable, NFC reserves the right to suspend, cancel, or delete your account. Such a decision is at the full and total discretion of NFC or any of its affiliates. While we endeavor to give ample notice or warnings, for a breach of the Reasonable Use Policy, no notice is required for a suspension, cancellation, or deletion of your account.

In the event that we feel that you are violating any part of these Terms of Service, we reserve the right to suspend, cancel, or delete your account, without any notice. NFC may elect to give you a warning about a breach of these terms but we are under no obligation to do so.

6. Registration and Account Security

Keela users provide their real names and information, and we need your help to keep it that way. To maintain the security of your account, you agree:

  • You will not provide any false personal information on Keela, or create an account for anyone other than yourself without permission.
  • You will keep your contact information accurate and up-to-date.
  • You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.
  • You will not transfer your account to anyone without first getting our written permission.
  • We retain the right to delete any accounts that we deem to contain false information.

7. Monitoring

We strive to provide an enjoyable online experience for our users so we may monitor activity on Keela to ensure that users are complying with this Agreement. You agree to such monitoring. Nevertheless, we do not make any warranties or guarantees that: (1) Keela, or any portion thereof, will be monitored for accuracy or unacceptable use; (2) apparent or posted statements of fact are indeed statements of fact or that such statements of fact will be authenticated; or (3) we will take any specific action (or any action at all) in the event of a dispute between users and Networks for Change Inc. regarding compliance or non-compliance with this Agreement.

8. Protecting Other People’s Rights

We respect other people’s rights, and expect you to do the same. You agree that:

  • You will not Post Content or take any action on Keela that infringes on someone else’s rights or otherwise violates the law.
  • We can remove any Content you post on Networks for Change if we believe that it violates this Agreement.
  • If we removed your Content for infringing someone else’s copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.
  • If we have any reason to believe that you are infringing other people’s intellectual property rights, we can disable your account at any time, at our discretion. We can also remove the infringing content at our discretion.
  • You will not use our copyrights or trademarks without our written permission.
  • If you collect information from users, you will obtain their consent, make it clear that you (and not Networks for Change) are the one collecting their information, and establish and communicate a privacy policy explaining what information you collect and how you will use it.
  • You will not Post anyone’s identification documents or sensitive financial information on Keela.
  • Other than connecting to Service Provider’s servers by http requests using a Web browser, you will not attempt to gain access to a service provider’s servers by any means – including, without limitation, by using administrator passwords or by masquerading as an administrator while using Keela or otherwise. 

9. Payment and Charges

User or a user’s organization agrees to pay for use of Keela and for all additional services agreed upon in accordance with the prices set forth at the time of purchase. If the number of records within a Customer’s database, or number of users, exceeds the monthly pricing tier chosen at time of signing up, the user will be notified, and the monthly pricing tier will be adjusted in accordance with the current market price. Recurring monthly charges are due within fifteen (15) days from the agreed-upon monthly payment date. Payment for all one-time projects and training are due seven (7) days before services are rendered. Charges are non-refundable, absent breach of this Agreement by NFC. All prices, statements, invoices, and charges are in United States Dollars (USD), Canadian Dollars (CAD), or Australian Dollars (AUD), as indicated. Payment must be made with a credit card. Exceptions may apply, however administrative fees ($100) may incur to any other method of payment. Keela reserves the right to charge these fees on a case by case basis. Prices and fees for use of Keela are subject to change without notice. If a user or a user’s organizations fails to pay, NFC reserves the right to prevent access to a user’s content, without notice. If a user or a user’s organization wishes to cancel any of the services provided by Keela, we request that you please notify us at support [at] keela.com, at least seven (7) days before your renewal date of your subscription. In the event that seven (7) days’ notice is not given, Keela reserves the right to continue payment of the subscription. 

10. GST or HST Exemption

Users located outside of the country of Canada agree and certify that, as of the date of accepting these Terms of Service, they are not residents of Canada for the purpose of the Excise Tax Act (Canada) and that they are not registered under the Excise Tax Act (Canada). If a user’s residence changes or they become registered under the Excise Tax Act (Canada), that user agrees, within fifteen (15) days, to notify NFC of this change. For the case of organizations, as of the date of accepting these Terms of Service, users registering on behalf of an organization agree that they are an authorized individual of the organization, under its representative law, and this authorized user certifies that the organization is neither a resident of Canada for the purpose of the Excise Tax Act (Canada), nor is registered under the Excise Tax Act (Canada). In the event that an organization’s status changes under the Excise Tax Act (Canada), they agree to notify NFC of this change, within fifteen (15) days. 

11. Third-Party Software, APIs, and Integration

NFC, from time to time, uses third-party libraries, APIs, plug-ins, open source code, and other software or integrations. Users understand that, while we do our best to ensure that these are always functioning, we are not responsible for them in any way and we reserve any liability thereto. NFC also integrates with a number of third-party software including, but not limited to, Google, MailChimp, SendGrid, PayPal, Stripe, Eventbrite, or QuickBooks Online. While NFC does everything to protect your data, we have no control over the storage or use of data from third-party tools or databases. If you use any of these integrations with Networks for Change, you agree to their respective Terms of Services and Privacy Policy, whether known or unknown. NFC is neither responsible nor liable, in any way, for these integrations, including the storage and integrity of your data.

12. Information for Contributors for Publicly Available Content

All users, contributing to publicly available content, are required to grant broad permission to the general public to re-distribute and re-use their contributions freely, as long as the use is attributed and the same freedom to re-use and re-distribute applies to any derivative works. As an author, you agree to be attributed in any of the following manners: (a) through a hyperlink (where possible) or URL to the article or articles you contributed to; (b) through a hyperlink (where possible) or URL to an alternative, stable online copy of the article which is freely accessible, which conforms with the license, and which provides credit to the authors in a manner equivalent to the credit given on this website; or (c) through a list of all authors. (Any list of authors may be filtered to exclude very small or irrelevant contributions.) If you import text under a compatible license which requires attribution, you must, in a reasonable manner, credit the author(s). Where such credit is commonly given through page histories (such as Wikimedia-internal copying), it is sufficient to give attribution in the edit summary, which is recorded in the page history, when importing the text. Regardless of the license, the text you import may be rejected if the required attribution is deemed too intrusive.

13. Limitation of Liability

The provisions of paragraph 13 shall apply to any action at law, in equity, or arbitration: (a) NFC’s total liability, if any, with respect to the subject matter of this Agreement (including but not limited to liability arising out of contact, tort, strict liability, breach of warranty, or otherwise), is limited to charges collected by NFC under this Agreement in the twelve (12) month period immediately preceding to the initial act, injury, or occurrence that gave rise to the liability; (b) NFC shall not be liable for any loss of profits or revenue, special, punitive, incidental, or consequential damages in any action arising out of the subject matter of this Agreement, specifically including but not limited to loss or corruption of customer data, whether or not foreseeable and even if NFC has been advised or had previous knowledge of the possibility of such damages; (c) NFC shall not be liable for failure to perform due to reasons of force majeure, including but not limited to, acts of God, the public enemy, any government or agency thereof, fires, floods, epidemics, quarantine restrictions, strikes, work stoppages, freight embargos, severe weather, differences with workmen, restrictions imposed by governmental agencies, war, hostilities, riot, rebellion, delay in or lack of transportation facilities, inability to secure materials, power failure or fluctuation, the inability of any entity to connect to the Internet, or any other reason beyond the control of NFC; (d) NFC is not liable in whole or in part for a breach of any covenant, representation or warranty of any third party that Keela may use for the purposes of, but not limited to, APIs, plug-ins, or integrations; (e) NFC is not liable for any fraud, penalties, or any misleading of donors, users, government agencies, or the general public about an organization’s charity, nonprofit, 501(c)(3) or other tax-exempt status. We merely provide a service to users and organizations, and take no responsibility in any funds that are processed through Keela or any NFC platform; (f) If your non-identifiable data are used for research purposes, then the limitation of liability and indemnity clauses contained within this Terms of Service Agreement are waived with respect to any harms suffered or liabilities incurred as a result of any research activities; (g) Any proceeding to resolve or litigate any dispute in any forum relating to this Agreement shall be conducted solely on an individual basis. Neither Party shall have any dispute heard as a class action or in any other proceeding in which either Party acts or proposes to act in a representative capacity. The provisions of this paragraph shall apply to any claims brought against Customer by a third party for damages based on an improper license grant of Keela to users.

14. Reliance on Compliance Under Local Laws and Regulations

While we work hard to continue to support customers in jurisdictions all across the world, NFC does not represent, warrant, or guarantee that our products are always compliant with current corporate, anti-spam, charity, nonprofit, society, or any other laws in your given jurisdiction. This includes, but is not limited to, the Internal Revenue Service (US), the Canada Revenue Agency, the Australian Tax Office (Australia), Her Majesty’s Revenue and Customs (UK), Inland Revenue (New Zealand). We strongly recommend that before using our products, you confirm that they are compliant with the current laws and regulations of your local jurisdiction(s). NFC is neither responsible nor liable, in any way, for compliance with any local laws or regulations. 

15. Modifications

NFC is consistently working to make our products better – to make them easier to use, more powerful, and, ultimately, better for our users. This means, from time to time, NFC modifies our product, including, but not limited to, adding or deleting features or functions. NFC does not represent, warrant, or guarantee that any features or functionality will not be modified or deleted. While NFC will always try to give as much warning to you as possible, no notice is required for any changes or modifications to our products, including, but not limited to, about feature changes, feature additions, and deletion of features or functions.

16. Refund Policy

If you wish to terminate your subscription prior to its completion, NFC is not obligated to provide any refund following the termination of your subscription. NFC will not prorate charges to the Termination Date and the Customer will not receive a credit or refund for any unused services. If Customer has paid in advance for a certain period of time for NFC services or any portion thereof and terminates prior to the completion of that period, that payment is nonrefundable. In addition, all Professional Onboarding Services that have been paid for are non-refundable. You acknowledge and agree that all payment obligations and fees and charges paid or payable by you under these Terms of Service are non-cancellable and non-refundable for any reason.

17. Promotions

At any one point, Keela may have multiple promotional offers being offered. No more than one (1) promotional offer may be used per account subscription purchase. We reserve the right to alter this policy, and make exemptions, on a case by case basis. 

18. Disputes

You will resolve any claim, cause of action or dispute (“Claim”) you have with us arising out of or relating to this Agreement, Keela or Networks for Change in a provincial or federal court located in Canada. The laws of the province of British Columbia will govern this Agreement, as well as any Claim that might arise between you and us, without regard to conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located in British Columbia for the purpose of litigating all such Claims. If anyone brings a Claim against us related to your actions or your content on Keela, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such Claim. We try to keep Keela up, bug-free, and safe, but you use it at your own risk. We are providing Keela “as is” without any representations warranties or conditions, expressed, implied, statutory, or otherwise, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that Keela will be safe or secure. Networks for Change is not responsible for the actions or content of third parties, and you release us, our directors, officers, employees, and agents from any Claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties. We will not be liable to you for any lost profits or other consequential, special, indirect, or incidental damages arising out of or in connection with this statement, Keela or Networks for Change, even if we have been advised of the possibility of such damages. Our aggregate liability for direct damages arising out of this statement, Keela or Networks for Change will not exceed the greater of one hundred Canadian dollars ($100 CAD) or the amount you have paid us in the twelve (12) months preceding the making of the Claim. If applicable law does not allow the limitation or exclusion of liability or incidental or consequential damages, the foregoing limitation or exclusion may not apply to you. In such cases, Networks for Change’s liability will be limited to the fullest extent permitted by such applicable law.

19. Other

This Agreement makes up the entire agreement between the parties regarding Keela and supersedes any prior agreements. If any portion of this Agreement is found to be unenforceable, the remaining portion will remain in full force and effect. If we fail to enforce any of this Agreement, it will not be considered a waiver of our rights to enforce such rights in the future. Any amendment to or waiver of this Agreement must be made in writing and signed by us. You will not transfer any of your rights or obligations under this Agreement to anyone else without our written consent. All of our rights and obligations under this Agreement are freely assignable by us to any other person in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise, without any notice to you. Nothing in this Agreement shall prevent us from complying with the law. This Agreement does not confer any third-party beneficiary rights. 

20. Precedence of English Terms

These site terms are not to be modified. If there is any inconsistency between these terms and any translation into other languages, the English language version takes precedence. If you do not agree to any of the terms and conditions set out in this Agreement, please exit the Website. If you are in breach of this Agreement, in any manner, or otherwise create possible legal exposure for us, as determined by us at our sole discretion, we can stop providing all or part of Keela to you. We will generally try to notify you in such instances, but have no obligation to do so. You may also delete your account or disable your application at any time. In all such cases, this Agreement will terminate, but the following provisions will survive such termination: 2-5, 6.

21. Last Updated

Last Updated: July 15, 2020 
Last Reviewed: July 15, 2020


KeelaPay

These Product-Specific Terms for KeelaPay (the “KeelaPay Terms“) are additional terms subject to the Networks for Change Inc. (“NFC” or “Keela”) Terms of Service made available at https://www.keela.co/terms-of-service (the “Terms of Service”) and apply to NFC’s KeelaPay proprietary solution made available through the Site and/or any Keela mobile application (the “KeelaPay Service”).  Access to KeelaPay is provided solely in accordance with, and subject to these KeelaPay Terms, the Terms of Service, Privacy Policy, and any other additional terms of NFC. Capitalized terms used in these KeelaPay Terms and not otherwise defined herein shall have the meanings provided in the Terms of Service.

This is a legally enforceable contract. Everyone using KeelaPay, including but not limited to customers, prospects, trial customers, or any person, organization, company, non-profit, or other entity, registered or unregistered, submits to and agrees to be bound by these KeelaPay Terms, the Terms of Service, the Privacy Policy, and any other applicable additional terms.  If you do not agree to all such terms, please do not access or use KeelaPay.  

From time to time, Keela may modify these KeelaPay Terms in the same manner in which the Term of Service may be modified in accordance with the terms thereof. 

1. SUMMARY OF KEELAPAY SERVICE

1.1 Overview

KeelaPay allows you to accept payments via credit card, debit card, ACH, and a variety of other payment applications including, but not limited to, processing cards bearing the trademarks of Visa®, MasterCard®, Discover®, and American Express® and utilizing the payment applications from Apple Pay®, Google Pay® and other payment applications (collectively, the “Networks”). KeelaPay will collect, transmit, and store data for payment processing with third-party payment gateway services providers (“Payment Gateways”) and payment processors (“Payment Processors”). We will use your constituents’ and/or customers’ (“Constituents”) customer and online financial transaction data (“Transaction Data“) only in the provisioning of KeelaPay; provided, however, we may use the Transaction Data in an aggregate form combined with the data of other Keela clients for statistical analysis and reporting. Keela is not a depository institution and does not offer banking services or Money Service Business services as these terms are defined by the United States Department of Treasury, the Bank of Canada, or other similar governmental or regulator bodies.  You are not a third party beneficiary under, nor do you have any rights under, our contracts with third parties including Payment Gateways, Payment Processors, Networks, or banks.

1.2 Processing Agreement.  

Keela processes payments you receive from your donors, members, constituents, or other contacts via KeelaPay. In order to serve in this role, we must enter into agreements with Networks, Payment Processors, Payment Gateways, and banks. These third parties require customers of KeelaPay to enter into a Sub-Merchant Agreement with the Payment Processor(s) of record (each, a “Sub-Merchant Agreement”) and use of KeelaPay requires your acceptance of these relevant Sub-Merchant Agreements. As of the date of these KeelaPay Terms, Keela uses Payrix Solutions, as a Payment Processor and its Sub-Merchant Agreement is located at (https://portal.payrix.com/terms).  Keela also uses Apple Pay® Google Pay® as payment methods, and their terms and conditions can be found at https://payments.developers.google.com/terms/sellertos and https://developer.apple.com/apple-pay/terms/apple-pay-web/. By accepting these KeelaPay Terms and using KeelaPay, you acknowledge and agree that you have read and accepted, and agree to be bound by and comply with, such applicable Sub-Merchant Agreement and payment method terms, as may be amended from time to time without prior notice to you. We may change, replace, or terminate the services of any Payment Gateway and/or Payment Processor upon notice to you. In the event of replacement of a Payment Gateway and/or Payment Processor, or the addition of a payment method, you understand and agree that you may be required to execute additional terms and conditions associated with such a replacement. You acknowledge and agree that your continued use of KeelaPay constitutes your agreement to such additional terms and conditions and you will be subject to such revised terms. You further understand and agree that any breach by you of any Sub-Merchant Agreement or any agreement with any Payment Gateway, Payment Processor, payment method or the like shall be deemed to be a breach by you of these KeelaPay Terms.

2. KEELAPAY SERVICE GENERAL TERMS

2.1 Background Checks. 

Use of KeelaPay may require you to provide information about you necessary to enable NFC to verify your identity, including (a) personal information (full legal name, resident address, date of birth, and Social Security Number (or other government ID, if not a U.S. citizen) and/or your principal officer (having control over your organization, such as Executive Director, CEO, or CFO) and (b) verification of your access to your bank account(s) that may be used for payment purposes including deposit of processed funds as required from time to time by anti-money laundering laws, other applicable laws and NFC’s internal underwriting, risk, anti-money laundering and other Know Your Customer (KYC) policies and procedures as well as creditworthiness background checks.

2.2 Payouts. 

Funds processed through KeelaPay will be disbursed to you interest free, less any refunds, chargebacks, and any applicable fees including KeelaPay Processing Fees (as defined below). Funds processed through KeelaPay shall be disbursed on a daily basis. Notwithstanding anything to the contrary herein, you acknowledge and agree that Keela may withhold, suspend, or delay disbursement of funds to you if NFC is required to withhold such amounts for any reason, including by Applicable Law, if you are delinquent in any amount owed to NFC under the Agreement, or otherwise in order to protect NFC against the risk of, among other things, existing, potential or anticipated chargebacks, fraud or your failure to fulfill your responsibilities under the Agreement. Such withholding, suspension or delay may be temporary or permanent as determined by NFC in its discretion.

2.3 Direct Deposit ACH Form. 

You shall provide NFC with a completed Authorization Agreement for Direct Deposits (ACH Credits) with your Taxpayer Identification Number (TIN) to permit NFC to make deposits to your bank account in accordance with your disbursement instructions. NFC reserves the right to hold on your behalf any funds collected using KeelaPay until you provide a completed Authorization Agreement to NFC and NFC has successfully verified your depository bank account used in connection with KeelaPay.

2.4 Refunds.  

It is your responsibility to communicate your refund policy to your donors, members, constituents, or contacts. You shall ensure that your refund policy is consistent with the KeelaPay Terms. All refunds will be charged to you along with any applicable Fees. All communications or disputes regarding refunds are between you and your donors, members, constituents, or contacts. NFC may force a refund of any charges that NFC reasonably believes are fraudulent or if NFC receives complaints from a substantial number (as determined by NFC in its discretion) of donors, members, constituents, or contacts with respect to your donations, memberships, events, or any other offerings. You are still responsible for all associated fees with respect to refunded amounts.

2.5 Reconciliation and Chargebacks; Debit of Your Account. 

NFC shall perform daily internal reconciliations and provide chargeback management services via the KeelaPay merchant portal in connection with delivering statements and payment disbursements to you. You are solely responsible for your individual transaction reconciliations for each disbursement. You are solely responsible for communications or disputes regarding chargebacks. You are solely responsible for payment of all chargebacks and ticketing and associated fees of any kind whatsoever against any merchant account established by NFC for the purpose of consummating financial transactions conducted on your behalf. For any negative transactions including any refunds and/or chargebacks, NFC reserves the right to offset such negative transactions against disbursements to you, or, if any disbursement is less than such offset, debit your bank account the balance of such offset. You agree that NFC may, without prior notice to you, debit your bank account for the full amount of any negative or debit balance including chargebacks and reversals if at the end of any disbursement there is a negative or debit balance in your KeelaPay account. If NFC is unable to collect on any refunds and/or chargebacks using offset of your disbursement or debit of your bank account, NFC shall have the right to invoice you any unpaid balance which shall be subject to interest that NFC is entitled to charge pursuant to the Terms of Service.

2.6 Transaction Limits.  

Unless otherwise pre-approved in writing by Neon One, the per transaction limit for transactions processed in connection with KeelaPay will be $25,000.

2.7 Reserve. 

You acknowledge and agree that in addition to other rights afforded to NFC under these KeelaPay Terms, NFC may establish a reserve account to satisfy any of your actual or potential delinquent obligations under these KeelaPay Terms, including any Additional Terms, or any other agreement between you and NFC Keela (the “Reserve Account”). NFC may (but is not required to) apply funds in the Reserve Account toward and may set off any funds that would otherwise be payable to you against the satisfaction of any amounts which are due from you. The Reserve Account will not bear interest, and you will have no right or interest in the funds in the Reserve Account. Upon satisfaction of all your obligations under such agreements, NFC will pay to you any funds then remaining in the Reserve Account. Any funds in the Reserve Account may be commingled with other funds and need not be maintained in a separate account. The parties’ rights and obligations under this Section shall survive the termination of the Agreement.

2.8 Taxes.  

You acknowledge and agree that, if non-donation payments processed through your KeelaPay account in a given calendar year exceed either (a) $20,000 in gross sales or (b) 200 transactions, Keela may be required to report those transactions to governmental or regulator bodies, along with your name, address and the relevant tax or other identification numbers. 

2.9 Information Security.  

NFC will implement and maintain information security controls, policies and procedures that include administrative, technical and physical safeguards consistent with all applicable laws, rules, and regulations and generally accepted industry standards applicable in its industry, including without limitation, as applicable, the then-current Payment Card Industry Data Security Standard (as made available at https://www.pcisecuritystandards.org/pci_security/ (PCI DSS), that are designed to: (a) maintain the security and integrity of Transaction Data in NFC’s possession or control; (b) protect against anticipated threats or hazards to the security or integrity of KeelaPay; and (c) protect against unauthorized access or use of such Transaction Data.  Except to the extent prohibited by applicable laws, rules or regulations or NFC’s contractual obligations to third parties, NFC shall promptly notify you upon becoming aware of any unauthorized access to or disclosure of Transaction Data (i) residing on any relevant NFC system, (ii) under the control of NFC, or (iii) for which NFC is responsible for managing in connection with the Services (a “Security Event”) and shall take action as reasonably determined by NFC to remediate, mitigate and respond to any such Security Event. You acknowledge and agree to comply with all of your responsibilities set forth herein and in any Additional Terms with respect to PCI DSS compliance.

2.10 Nondiscrimination Policy. 

Unless exempt from applicable laws that otherwise prohibit such discrimination, you represent and warrant that your organization does not discriminate against any person or group of people in its hiring and employment practices, codes of conduct, programs, services or in any other aspect of its operations or activities on the basis of that person or group of people’s personal characteristics or attributes. For clarity, discrimination, as defined includes, but is not limited to; hiring and employment policies or practices that discriminate against a person or group of people on the basis of their sexual orientation or gender identity, even if such policies and practices are permitted under applicable law.

3. CUSTOMER RESPONSIBILITIES

3.1 Use Restrictions.  

Without limitation of the terms of the Terms of Service, in connection with your access to and use of KeelaPay, you shall:

3.1.1  Administer security within the Customer’s technical systems and environments used in connection with KeelaPay (the “Customer Solution”) (e.g., granting of rights to a user with the Customer Solution). 

3.1.2 Maintain your authorized users’ desktops and provide authorized users with network access to KeelaPay.

3.1.3 Use reasonable precautions to ensure security for integration between your Customer Solution and KeelaPay.

3.1.4 Maintain compliance with the PCI DSS.

3.1.5 Maintain and observe all reasonable security measures to protect your Customer Solution from unauthorized control, tampering, or other unauthorized access.

3.1.6 Comply with all applicable laws, rules, and regulations including laws regarding privacy and protection of consumer data and comply with the Visa Cardholder Information Security Program (www.visa.com/cisp), the Mastercard Site Data Protection Program (https://www.mastercard.us/en-us/merchants/safety-security/security-recommendations/site-data-protection-PCI.html) and all other applicable rules of the applicable Networks, including American Express®, MasterCard®, Discover®, Apple Pay®, Google Pay® and Visa®, as well as the General Data Protection Regulation (https://gdpr-info.eu/) as related to consumer information of constituents within the European Union or other applicable jurisdictions.

3.1.7 Provide all disclosures to and obtain all consents from each end user, in each case as required by the Networks and applicable law, prior to transmitting information relating to such end user to KeelaPay or relevant Payment Gateway.

3.1.8 Provide all donors, members, constituents, or contacts with your customer service contact information, your mailing address, transaction currency, delivery policy, terms and conditions, and privacy policy.

3.2 Appointment of NFC and/or the applicable Payment Processor as “Payee Agent”. 
You hereby appoint NFC and/or the applicable Payment Processor as your agent for the sole and limited purpose of receiving, holding and settling payment to you.  You agree that a payment received by NFC and/or the applicable Payment Processor, on your behalf, completes your donors’, members’, constituents’, or contacts’ payments to you, regardless of whether such payments actually settle to you.  In the event that NFC or the applicable Payment Processor does not make any such payment to you as described in these KeelaPay Terms, you will have recourse against only NFC and not such donor, member, constituent, or contact, as such payment is deemed made by such donor, member, constituent, or contact to you upon receipt by NFC and/or the applicable Payment Processor.

4. FEES

4.1 KeelaPay Processing Fees.  

Processing fees shall apply to all financial transactions with or through the Networks conducted by you through the use of KeelaPay.  Processing fees applicable to KeelaPay (“KeelaPay Processing Fees”) are identified in the sales quote, within any NFC software, or in any other communication between NFC and you. These fees may be amended from time to time by NFC in accordance with its rights under the Terms of Service.

4.2 Platform Fees.  

Keela applications may pass their own software service fees through KeelaPay. If applicable, these fees (“Platform Fees”) shall apply to all financial transactions conducted by you through the use of the NFC application in conjunction with KeelaPay. These fees may be amended from time to time by NFC in accordance with its rights under the Terms of Service.

5. Last Updated

Last Updated: April 6, 2022 
Last Reviewed: April 6, 2022