Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you - whether an individual donor, purchaser, parent or guardian, account holder, Administrator, or authorized Organization representative ("User," "you," or "your") - and AGAPAY, a Texas sole proprietorship operating under the AGAPAY name ("AGAPAY," "we," "us," or "our"). You accept these Terms when you register, check an agreement box, start a paid subscription, or otherwise take an action that clearly indicates acceptance. A guest Transaction without clickwrap does not by itself establish affirmative acceptance of provisions unrelated to that Transaction.

If you use AGAPAY on behalf of an Organization, you represent that you have actual authority to bind that Organization and are acting within the scope of your authorization. If you lack that authority, you may not accept these Terms for the Organization.

These Terms incorporate AGAPAY's Privacy Policy and any product-specific terms or pricing disclosures presented at checkout. If those materials conflict, the product-specific checkout disclosure controls the price and billing interval for that purchase, the Privacy Policy controls how personal information is handled, and these Terms control all other matters.

For clarity throughout these Terms, the following definitions apply:

"Platform"

The AGAPAY website, web application, APIs, and all services accessible at agapay.app and related subdomains.

"Organization"

Any church, parish, mission, monastery, skete, cathedral, diocese, school, academy, ministry, nonprofit, business, or other entity accepted for an organizational account on the Platform. Eligibility for particular products may be limited by Section 5.

"Donor"

Any individual who uses the Platform to make a charitable contribution to an Organization.

"Administrator"

A person authorized by an Organization to manage that Organization's account on the Platform, including clergy, parish council members, or monastery administrators.

"Household Account"

An adult-managed account used for My AGAPAY, AGAPAY Learn, Directory, Koinonia, giving history, or related household features.

"Subscription"

A paid recurring plan for an Organization, Household Account, or other subscriber, billed at the interval and price disclosed before purchase.

"Transaction"

Any donation, offering, purchase, subscription payment, or other payment initiated through the Platform, including any associated Stripe payment-processing fees.

"Commemoration" or "Memorial Submission"

Names or intentions submitted by a Donor through the Platform for liturgical commemoration by an Organization's clergy.

"Stripe"

Stripe, Inc., AGAPAY's third-party payment processor, whose own terms of service govern payment processing.

• Adults and minors. You must be at least 18 years old and legally able to contract to create an Administrator account, open a paid Subscription, connect a Stripe account, or accept these Terms for an Organization. A minor may use household features only under the supervision of a parent or legal guardian who manages the account and accepts responsibility for that use. Children under 13 may not create or independently operate an AGAPAY account.
• Organizational accounts. An Organization account may be created only by an adult authorized representative with actual authority to bind the Organization.
• Accurate information. You agree to provide accurate, current, and complete information during registration and to keep that information updated promptly. AGAPAY reserves the right to suspend or terminate accounts based on inaccurate, incomplete, or misleading registration information.
• Duplicate accounts. An Organization may not create duplicate accounts to evade verification, billing, restrictions, or enforcement. AGAPAY may approve additional accounts where operationally appropriate.
• Account security. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify AGAPAY immediately at hello@agapay.app if you suspect unauthorized access, credential compromise, or any breach of account security.
• Account access and transfer. Individual accounts may not be sold or transferred. Administrators may add or remove authorized personnel through supported workflows, but an Organization account may be transferred to a successor representative only after AGAPAY verifies authority.

AGAPAY provides software for church and nonprofit giving, Organization operations, parish communications, household accounts, directory workflows, commerce, homeschool planning, and related services. AGAPAY is a technology provider - not a charitable organization, bank, money transmitter, trust company, school, accredited educational institution, accounting firm, law firm, tax adviser, investment adviser, or financial adviser.

AGAPAY does not hold, pool, or commingle donor funds. All donations flow directly through Stripe Connect to the recipient Organization's connected Stripe account. AGAPAY does not collect a fee on individual donations; AGAPAY's revenue comes from Organization subscription plans, described in Section 7.

Features and plan entitlements may evolve. AGAPAY may modify, suspend, or discontinue features, but will provide reasonable notice when a material change adversely affects an active paid Subscription, except where immediate action is required for security, legal compliance, third-party service availability, or abuse prevention.

This Section applies to any Organization seeking access to Orthodox parish, mission, monastery, cathedral, diocese, giving, Directory, Sacraments, or Koinonia features. Individual Household Accounts using generally available AGAPAY Learn features are not representations of an Organization's canonical status. By registering an Orthodox church Organization, the Administrator represents, warrants, and covenants that:

• The Organization is in good canonical standing within a recognized Holy Orthodox jurisdiction operating in the United States.
• The Administrator has actual authority to register the Organization and to bind it to these Terms.
• The Organization is validly constituted under applicable state nonprofit or religious corporation law (or is a recognized part of a registered ecclesiastical entity).
• The Organization will promptly notify AGAPAY - within five (5) business days - of any change in canonical status, including suspension, excommunication, or jurisdictional transfer.

AGAPAY may verify canonical standing through public sources and direct inquiry. We may decline, limit, suspend, or terminate church-product access where canonical standing or representative authority cannot be confirmed, is materially disputed, or has been lost. Knowing misrepresentation of canonical status or authority is grounds for immediate suspension or termination. Schools, ministries, nonprofits, businesses, and other non-parish entities are subject to the separate eligibility and values review presented during registration and do not receive parish-only features merely by registering.

• Recipient and use of funds. The recipient Organization, not AGAPAY, receives each donation and is responsible for accepting, restricting, acknowledging, using, and, where appropriate, returning donated funds in accordance with its policies and applicable law.
• Completed donations and refunds. Donations are voluntary and generally final once processed. Refund decisions ordinarily belong to the recipient Organization. AGAPAY may help transmit a request or operate supported refund tools, but does not promise that an Organization will approve a refund. Nothing in these Terms limits refunds or reversals required by law, payment-network rules, or correction of a documented processing error.
• Errors, unauthorized charges, and lawful disputes. Contact the recipient Organization or AGAPAY promptly if you believe a Transaction is duplicated, incorrect, unauthorized, or otherwise problematic. We will investigate or route the request in good faith. These Terms do not waive or restrict any non-waivable right to report an unauthorized charge, assert a billing error, or pursue a good-faith dispute with your bank or payment provider. Knowingly false or fraudulent disputes remain prohibited.
• Recurring donations. By selecting a recurring schedule at checkout, you authorize Stripe to charge the selected payment method at that frequency until cancellation. You may cancel through supported account or Stripe billing tools. A cancellation stops future charges after it becomes effective; it does not automatically reverse charges already processed.
• No guarantee of liturgical performance. A donation made in connection with a memorial or commemoration submission is a charitable gift to the recipient Organization. AGAPAY does not guarantee, warrant, or represent that any specific liturgical act will be performed by any clergy member or Organization. All liturgical matters remain within the sole discretion of the recipient parish or monastery.
• Acknowledgments and tax records. The recipient Organization is responsible for determining and providing any legally required charitable acknowledgment, including statements about goods, services, or intangible religious benefits. AGAPAY-generated receipts and annual statements are recordkeeping tools based on Organization and Stripe data; they are not an independent determination of deductibility.
• Currency. All Transactions are processed in US dollars. AGAPAY does not support foreign currency donations.

AGAPAY earns revenue through Organization and household Subscription plans disclosed on the applicable pricing and checkout pages, including AGAPAY Giving pricing and AGAPAY Learn pricing. Canonical monasteries, sketes, and convents receive the stated no-monthly-fee church plan subject to verification. AGAPAY does not charge a percentage fee on donations. Stripe's payment-processing cost still applies.

• Stripe processing and connected accounts. Payment services are provided by Stripe. An Organization that connects a Stripe account also agrees to the applicable Stripe Connected Account Agreement and incorporated Stripe Services Agreement. Stripe handles payment instrument information under its Privacy Policy. Stripe's processing fees are set and collected by Stripe, not AGAPAY.
• No AGAPAY application fee. AGAPAY does not apply an application fee, or any other percentage-based fee, to Transactions processed through Stripe Connect. AGAPAY is not a party to the direct charitable relationship between Donor and Organization.
• Donor fee coverage. At checkout, Donors are offered the option to voluntarily cover Stripe's standard processing cost. When a Donor elects fee coverage, the recipient Organization receives the full intended gift amount. This election is voluntary and does not alter the Donor's charitable intent.
• Recurring billing and renewal. A paid Subscription renews automatically at the monthly or yearly interval and price clearly disclosed before checkout until cancelled. You authorize Stripe to charge the payment method on file for each renewal and applicable tax. A no-card introductory demo ends automatically unless the Organization affirmatively chooses a paid plan; it does not silently convert into a paid Subscription.
• Cancellation and plan changes. You may cancel through the supported account or Stripe billing portal or by contacting AGAPAY. Cancellation ordinarily takes effect at the end of the current paid billing period unless checkout states otherwise. You retain access through that period, and amounts already paid are not prorated or refunded except where AGAPAY expressly agrees or applicable law requires. Upgrade and downgrade timing and credits are shown in the billing flow.
• Taxes. Subscription prices may exclude sales or similar taxes. AGAPAY may calculate and collect taxes based on subscriber location, product classification, and approved exemption records.
• Subscription fee changes. AGAPAY may modify its subscription fee structure with at least thirty (30) days' prior written notice to affected registered Organizations via email. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the revised fee structure.
• Billing questions. Contact AGAPAY promptly about a Subscription charge so we can investigate. Any stated notice period is an administrative request and does not waive non-waivable billing-dispute rights.

This section applies to sales made through AGAPAY's Parish+ commerce features (including Bookstore Payments), as distinct from charitable Donations governed by Section 6 and AGAPAY's own subscription fees governed by Section 7.

• Organization is the seller. For any Parish+ commerce transaction, the Organization is the seller and merchant of record. The Organization controls product descriptions, pricing, and inventory, and owns the merchandise or goods offered for sale at all times. AGAPAY does not purchase goods from the Organization for resale and never takes ownership of merchandise.
• Fulfillment and customer service. The Organization is solely responsible for fulfillment, returns, refunds, disputes, and customer service arising from its commerce sales.
• Purchases are not donations. A Bookstore or other commerce purchase is payment for goods or services and is not represented by AGAPAY as a charitable contribution. If an Organization offers a transaction containing both a charitable and purchase component, the Organization is responsible for required quid-pro-quo disclosures and good-faith value estimates.
• Organization's own tax responsibility. The Organization is solely responsible for determining the taxability of the products it sells, and for its own tax registration, collection, filing, and remittance obligations in every jurisdiction where it sells. Stripe or another payment provider may calculate an estimated tax amount at checkout based on configuration and information supplied by the Organization; the Organization remains responsible for reviewing the accuracy of that calculation and for its own compliance regardless of what any automated calculation shows. AGAPAY does not guarantee the validity or completeness of any Organization's tax classification or configuration.
• AGAPAY's role. AGAPAY provides software and payment-processing infrastructure for Parish+ commerce only. AGAPAY does not, itself, sell, list for sale, or take title to any product offered through Parish+ commerce features.
• Legal classification not guaranteed. The direct-charge payment architecture used for Parish+ commerce supports the intended position that the Organization is the seller and merchant of record, but the legal classification of any party as a "marketplace facilitator" or "marketplace provider" under applicable state law depends on the specific facts, including the Organization's and AGAPAY's respective roles in listing, checkout, payment orchestration, receipts, customer interaction, and transaction control. This section is not a legal conclusion and should not be relied upon as tax or legal advice.

The deductibility of any donation for federal or state income tax purposes depends entirely on the tax status of the recipient Organization and the applicable law in your jurisdiction. AGAPAY makes no representations regarding the tax treatment of any specific donation.

• Donor responsibility. Donors are solely responsible for independently verifying the tax-exempt status of recipient Organizations. The IRS Tax Exempt Organization Search tool is available at irs.gov.
• Transaction records. AGAPAY will provide Donors with transaction records upon request. These records may be used to substantiate charitable contributions, but AGAPAY makes no representation regarding their legal sufficiency for any particular tax situation or jurisdiction.
• Organization responsibility. Organizations are solely responsible for their own compliance with IRS requirements, state charity registration requirements, and any other applicable tax law. AGAPAY is not responsible for an Organization's failure to maintain tax-exempt status.
• Consult a professional. You should consult a qualified tax advisor or CPA regarding the deductibility of any specific donation and any applicable reporting requirements.
• AGAPAY subscription fees. AGAPAY is the seller of its own subscription products (including AGAPAY Giving, Parish+, and AGAPAY Learn). AGAPAY may be required to collect sales tax on subscription fees depending on the Organization's or subscriber's location and applicable law. An Organization that believes it qualifies for a sales-tax exemption on its own AGAPAY subscription fees must submit valid exemption documentation for AGAPAY's review; exemption is not automatic and applies only prospectively after AGAPAY's approval. A subscription exemption applies only to AGAPAY's own subscription billing -- it never applies to Donations or to Parish+ commerce sales made to the Organization's own customers (see Section 8).
• No general sales tax is not the same as tax-exempt status. The absence of a statewide general sales tax, or a zero tax result for a particular invoice, does not by itself establish that an Organization is tax exempt. State and local tax systems vary and may change.

The collection, use, protection, and retention of personal information is governed by AGAPAY's Privacy Policy, which is incorporated into these Terms by reference. Where consent is not the applicable legal basis, acceptance of these Terms does not replace any notice, choice, or other right described in the Privacy Policy.

• Data roles. Depending on the feature and applicable law, AGAPAY may process information for an Organization, act for its own operational and legal purposes, or do both. Organizations remain responsible for notices, permissions, access controls, and lawful instructions relating to information they direct AGAPAY to process.
• Retention. Different categories have different retention periods. Financial records may be kept for at least seven years, while support, account, child, Directory, technical, and communication data follow the more specific periods and deletion rights stated in the Privacy Policy.
• Sensitive community information. Religious affiliation, memorial names, household relationships, child information, and controlled Directory or Koinonia content must be handled only for authorized Platform purposes.
• Payment data. AGAPAY does not store full payment card numbers. All payment data is handled directly by Stripe in accordance with PCI-DSS standards.

Organizations control important parts of their own operations and remain responsible for decisions made through their accounts. Each Organization and Administrator agrees to:

• Maintain accurate authorized-user, public-profile, fund, product, tax, fulfillment, clergy-routing, and contact information.
• Grant access only to personnel who need it, promptly remove access when authority ends, and review sensitive exports and reports before sharing them.
• Obtain required notices, permissions, and consents before entering or publishing information about donors, parishioners, household members, minors, employees, volunteers, or customers.
• Use donation restrictions, accounting classifications, Directory publication controls, communication tools, and tax settings consistently with applicable law and the Organization's own policies.
• Respond to donor, purchaser, member, privacy, refund, fulfillment, and records requests for matters the Organization controls.

An Administrator's action within the Organization account is treated as an instruction from the Organization unless AGAPAY has received and verified notice that the Administrator lacks authority.

• Verified-household access. Koinonia and other parish-member features use AGAPAY's household-verification and Organization access settings. These controls reduce unauthorized access but do not make any online communication risk-free or guarantee that every authorized recipient will preserve confidentiality.
• Organization and User content. Announcements, group messages, teaching posts, directory entries, photos, files, links, and other community content are supplied or approved by Users and Organizations. The submitting party is responsible for accuracy, rights, permissions, audience selection, and lawfulness.
• Directory publication. Directory visibility is controlled through household and Organization workflows. Users must not copy, export, scrape, republish, or use Directory data for solicitation, harassment, commercial profiling, or any purpose unrelated to the authorized community context.
• YouTube-hosted video. Koinonia currently supports parish video through YouTube embeds. Public YouTube videos are public. Unlisted videos can be watched by anyone with the link. Private videos are controlled by YouTube and require invited Google accounts. AGAPAY's household-verification gate does not convert a public or Unlisted YouTube video into parish-private content.
• Moderation and preservation. AGAPAY or the Organization may restrict, remove, preserve, or disclose content when reasonably necessary to enforce these Terms, protect users, investigate abuse, comply with law, or maintain the service. AGAPAY does not undertake to pre-screen every submission.

• Parent-managed service. AGAPAY Learn is designed for an adult parent or legal guardian to plan and maintain household education information. It is not intended for a child under 13 to create or independently operate an account.
• Authority. An adult who enters information about a minor represents that they are the child's parent or legal guardian, or are otherwise authorized to manage that information.
• No school or accreditation. AGAPAY Learn is a planning, recordkeeping, and document-generation tool. AGAPAY is not a school, teacher, accreditor, evaluator, or custodian responsible for satisfying compulsory-attendance, curriculum, assessment, transcript, diploma, reporting, or record-retention requirements.
• Review generated records. Parents and guardians are responsible for reviewing lesson plans, calendars, grades, attendance, report cards, transcripts, PDFs, and other generated materials for completeness and accuracy before relying on or submitting them.
• Google Calendar. Optional Google Calendar sync is governed by Google's terms and the data practices described in the Privacy Policy. Disconnecting stops future AGAPAY synchronization but may not automatically remove events already written to a Google calendar.

Organizations remain responsible for account setup, opening balances, classifications, approvals, reconciliations, supporting documents, close procedures, filings, internal controls, record retention, and review by qualified professionals. Automated calculations, imports, reports, dashboards, tax suggestions, and reconciliation matches may contain errors or depend on incomplete Organization, bank, or Stripe data. An Organization must review outputs before posting, filing, distributing, or relying on them.

The Platform interoperates with services such as Stripe, Cloudflare, Google, YouTube, email providers, banks, and external websites. Their products, availability, content, data practices, and account decisions are governed by their own terms. AGAPAY is not responsible for a third party's outage, suspension, content removal, account restriction, pricing change, or independent handling of data, although AGAPAY remains responsible for its own obligations and vendor choices under applicable law.

You agree to use the AGAPAY Platform only for lawful purposes and in a manner consistent with these Terms. The following conduct is expressly prohibited:

• Using the Platform for any fraudulent, deceptive, unauthorized, or criminal purpose.
• Submitting false, misleading, defamatory, or harassing content in any field, including memorial names, intentions, organizational descriptions, or messages.
• Uploading, publishing, or linking content without the rights, notices, permissions, or consents needed for the intended audience.
• Impersonating another person, misrepresenting authority, bypassing household verification, or sharing credentials or restricted community content with unauthorized people.
• Attempting to gain unauthorized access to any part of the Platform, any other user's account, or AGAPAY's backend infrastructure.
• Using the Platform to harass, threaten, defame, or harm any individual or organization.
• Violating any applicable federal, state, or local law or regulation in connection with your use of the Platform, including anti-money-laundering (AML) and know-your-customer (KYC) laws.
• Attempting to reverse engineer, decompile, disassemble, scrape, or extract nonpublic source code or database contents, except to the limited extent such a restriction is prohibited by applicable law.
• Introducing viruses, malware, or any malicious code into the Platform or its infrastructure.
• Using automated scripts, bots, crawlers, or other tools in a manner that is unauthorized, defeats access controls, creates unreasonable load, or collects personal or restricted community data.
• Registering an Organization that is not in canonical Orthodox standing, or that is not a bona fide religious Organization.

AGAPAY reserves the right to remove any content and suspend or terminate any account that violates these standards, with or without prior notice, at AGAPAY's sole discretion.

AGAPAY offers the ability to submit names for liturgical commemoration - including memorial lists for the proskomedia, panikhida, and parastas - in connection with a charitable offering. By submitting names through this feature:

• You represent that you have the right and, where applicable, the consent to submit the names of living or deceased persons for liturgical commemoration by the designated Organization.
• You understand that AGAPAY transmits these names to the designated priest or clergy of the recipient parish or monastery, and that AGAPAY does not itself perform, schedule, guarantee, or supervise any liturgical function.
• You understand and agree that the clergy's receipt of, scheduling of, and response to submitted names is entirely within the discretion of the recipient Organization, and that AGAPAY has no control over or responsibility for any liturgical acts or omissions.
• You agree not to submit names in a manner intended to harass, defame, mock, or harm any individual or community.
• You understand that AGAPAY retains submitted names according to the Privacy Policy to provide receipts, account history, and authorized current or historical commemoration lists.

AGAPAY and its licensors own the Platform software, branding, design, documentation, original copy, and other materials they provide, including the AGAPAY name, logo, tagline ("Love how you give."), and visual identity. These materials are protected by applicable intellectual-property law. User and Organization content remains owned by its respective owner.

You are granted a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Platform solely for its intended purpose in accordance with these Terms. This license does not convey title or ownership of any AGAPAY intellectual property.

You may not reproduce, distribute, publicly display, modify, adapt, create derivative works from, sell, or otherwise exploit AGAPAY-provided materials except as authorized by the Platform, these Terms, applicable open-source licenses, or law.

By submitting content, you represent that you have the rights and permissions needed for the intended use and grant AGAPAY a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, format, and back up that content only as reasonably needed to provide, secure, support, and improve the requested services and comply with law. This license ends when the content is deleted from active systems, except for limited backup, audit, dispute, safety, and legal-retention copies.

If you believe content on AGAPAY infringes your copyright, send a detailed notice to hello@agapay.app. AGAPAY may remove or restrict disputed material and may terminate repeat infringers where appropriate. This contact procedure does not represent that AGAPAY has completed any separate statutory safe-harbor registration.

AGAPAY may suspend or terminate your account or access to the Platform at any time, with or without cause and with or without notice, including but not limited to:

• Violation of these Terms or any applicable law or regulation.
• Loss of, dispute over, or inability to confirm canonical standing by a registered Organization.
• Fraudulent, deceptive, or abusive use of the Platform.
• Non-payment of applicable Platform fees after thirty (30) days' written notice of delinquency.
• Any action that AGAPAY reasonably believes poses a risk to the Platform, its users, or third parties.

Registered Users and Organizations may terminate through supported account or billing controls or by contacting hello@agapay.app. Subscription cancellation and account deletion are different: cancelling billing does not automatically delete records, and deleting an account does not reverse prior Transactions. Termination does not relieve obligations arising before its effective date.

Where supported and legally permissible, an Organization should export records it needs before closure. After termination, AGAPAY may disable interactive access and will retain or delete categories of information according to the Privacy Policy, Organization instructions, payment-network requirements, active disputes, security needs, and applicable law.

The AGAPAY Platform is provided on an "AS IS" and "AS AVAILABLE" basis, without warranty of any kind. To the fullest extent permitted by applicable law, AGAPAY expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation:

• Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
• Any warranty that the Platform will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components.
• Any warranty regarding the accuracy, completeness, reliability, or timeliness of any content on the Platform, including Organization information, canonical status representations, or tax-exempt status claims.
• Any warranty regarding the outcome of any liturgical commemoration submitted through the Platform.
• Any warranty that accounting, tax, Directory, education, generated-document, external-feed, YouTube, Google Calendar, or third-party information is sufficient for a particular legal, professional, educational, or operational purpose.

Some jurisdictions do not allow the exclusion of certain implied warranties. To the extent such warranties cannot be disclaimed under applicable law, AGAPAY's liability for such warranties is limited to the minimum extent required by law.

To the fullest extent permitted by applicable law, AGAPAY and its officers, directors, employees, agents, licensors, and service providers shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind - including but not limited to loss of revenue, loss of profits, loss of data, loss of goodwill, or business interruption - arising out of or related to:

• Your use of or inability to use the Platform.
• Any Transactions processed through the Platform.
• Any unauthorized access to or alteration of your transmissions or data.
• Any conduct or content of any third party on the Platform, including other Users or Organizations.
• Any liturgical act performed or not performed in connection with a memorial submission.

This limitation applies regardless of whether AGAPAY has been advised of the possibility of such damages and regardless of the theory of liability - contract, tort (including negligence), strict liability, or otherwise.

Aggregate cap. To the fullest extent permitted by law, AGAPAY's total cumulative liability to you for claims arising from the Platform or these Terms shall not exceed the greater of: (a) fees you paid directly to AGAPAY for the affected service in the twelve (12) months before the event giving rise to the claim; or (b) one hundred dollars ($100.00).

These exclusions and limits do not apply where prohibited by law and do not limit liability that cannot lawfully be limited, including liability for AGAPAY's fraud, willful misconduct, or any other category that applicable law makes non-waivable.

To the extent permitted by law, an Organization and any User acting for business or organizational purposes agree to indemnify, defend, and hold harmless AGAPAY and its officers, directors, employees, contractors, agents, licensors, and successors from third-party claims, damages, losses, liabilities, costs, and reasonable attorneys' fees to the extent arising from:

• Your use of the Platform in violation of these Terms or applicable law.
• Any content you submit to the Platform, including memorial names, messages, or organizational descriptions.
• Your misrepresentation of canonical standing, organizational authority, or any other material fact.
• A knowingly false or fraudulent payment dispute initiated by you.
• Your violation of any applicable law, regulation, or the rights of any third party.
• Any breach of your representations and warranties under these Terms.

AGAPAY may assume control of the defense at its own expense, and the indemnifying party will reasonably cooperate. AGAPAY will not settle a claim in a manner that admits fault or imposes a nonmonetary obligation on the indemnifying party without consent. For an individual using a service solely for personal or household purposes, this Section applies only to the extent enforceable under applicable consumer law.

AGAPAY may update these Terms from time to time to reflect changes in our services, applicable law, or business practices. When we make material changes, we will:

• Post the updated Terms on this page with a revised "Last Updated" date.
• Send email notice to affected registered account holders or Administrators at least thirty (30) days before material changes take effect, when reasonably practicable and not prevented by urgent legal or security needs.
• Display a prominent notice on the Platform for at least thirty (30) days following any material update.

Non-material changes (such as typographical corrections, clarifications, or updates to contact information) may be made without advance notice and will be effective upon posting.

For a material change, AGAPAY will request affirmative acceptance from affected registered account holders rather than relying only on continued use. A material change will not apply to a dispute of which AGAPAY had actual notice before the change. Non-material changes take effect as stated above. If you do not agree to a material change, discontinue the affected service and cancel before it takes effect for you.

A dispute, claim, or controversy arising out of or relating to these Terms, the Privacy Policy, or the Platform will be handled as follows:

• Informal resolution first. Before filing a lawsuit, either party must send a written notice describing the claimant, account, facts, requested relief, and contact information to hello@agapay.app. The parties will make a good-faith effort to resolve the dispute for at least thirty (30) days. This requirement does not apply when waiting would cause a claim to expire, when emergency injunctive relief is reasonably necessary, or when applicable law forbids the requirement. A limitations period is tolled during that period to the extent permitted by law.
• Small claims. Either party may bring an eligible claim in a court of limited jurisdiction, including a Texas justice court, without completing the informal process if the court's rules or applicable law permit. The court—not these Terms—determines eligibility, claim limits, filing fees, and available relief.
• Court proceedings. A claim that is not resolved informally and is not brought in small-claims court may be filed in an appropriate state or federal court, subject to Section 25 and any non-waivable venue or jurisdiction right.
• Voluntary alternatives after a dispute. After a particular dispute arises, the parties may agree in a separate writing to mediation, arbitration, or another resolution process. Neither party is required to agree, and silence or continued use of the Platform is not consent.
• Regulatory and non-waivable rights. Nothing in these Terms prevents a person from reporting a matter to, cooperating with, or seeking relief from a government agency. These Terms do not waive any right, remedy, forum, limitations rule, jury right, or representative or collective procedure that applicable law does not allow the parties to waive.

This Section supersedes inconsistent dispute-resolution language in the Privacy Policy. It creates no mandatory arbitration agreement, arbitration opt-out procedure, class-action waiver, or arbitration-specific jury-trial waiver.

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions or choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

Subject to Section 24 and any non-waivable consumer, small-claims, jurisdiction, or venue right, a court proceeding must be brought in the state or federal courts located in Lubbock County, Texas, and each party consents to their jurisdiction and venue.

• Entire agreement. These Terms, the Privacy Policy, and applicable checkout or product-specific terms form the entire agreement regarding the Platform and replace prior terms on the same subject.
• Severability. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will continue.
• No waiver. A failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the stated circumstance.
• Assignment. You may not assign these Terms without AGAPAY's written consent. AGAPAY may assign them in connection with a merger, reorganization, financing, sale of assets, or operation of the Platform, subject to applicable law and Privacy Policy commitments.
• Force majeure. Neither party is liable for delay caused by events beyond reasonable control, except that this does not excuse payment obligations already due or duties that applicable law makes non-waivable.
• Electronic communications. You consent to receive account, legal, billing, security, and transaction notices electronically at the contact information associated with your account. Keep that information current.
• Headings. Headings are for convenience and do not limit the meaning of these Terms.

If you have questions, concerns, legal notices, or a request concerning service of process, please contact AGAPAY at:

• Legal notices and service of process: hello@agapay.app
• General inquiries: hello@agapay.app
• Parish support: parishes@agapay.app
• Technical support: support@agapay.app
• Platform: agapay.app

Service by email accepted. AGAPAY agrees to accept service of process by email at hello@agapay.app. Use the subject line "SERVICE OF PROCESS," attach complete and legible copies of the summons, complaint, petition, citation, or other process, and request written acknowledgment of receipt. Delivery is deemed accepted when AGAPAY sends that written acknowledgment. If applicable law or a court requires a signed waiver, court order, sworn filing, personal service, or another formality that cannot be waived in advance, the sender must complete that requirement; AGAPAY will reasonably cooperate through the same email address with a proper request to waive or acknowledge service. Acceptance of delivery does not waive any defense concerning jurisdiction, venue, sufficiency of process, the merits, or any other defense unrelated solely to the method of delivery.

For other urgent legal or security matters, include "LEGAL - URGENT" in the email subject line.