Tag: Online Giving

PLEASE READ THIS SUBSCRIPTION NOTICE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE CHURCHPAD, LLC (“CHURCHPAD”) SOFTWARE AND SERVICES. BY CLICKING ON THE “SUBMIT” BUTTON, AND/OR EXECUTING A SALES ORDER FORM INCORPORATING THIS AGREEMENT, AND/OR ACCESSING CHURCHPAD’S PROPRIETARY CHURCH MANAGEMENT SOFTWARE (“THE SERVICE”), YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. 

If you are signing for the service on behalf of an organization (“Customer”), you represent you are duly authorized to represent the organization and accept the terms and conditions of the Agreement on behalf of Customer. By your acceptance, a binding contract is then formed between CHURCHPAD and Customer in accordance with the terms and conditions of this Agreement. You personally agree not to commit or encourage any violation of the Agreement between CHURCHPAD and Customer. If you are entering into this Agreement on behalf of Customer, the terms “you” or “your” in this Agreement means Customer and all of its employees. If you are signing for the Service on your own behalf, or if you are not authorized to represent the organization on whose behalf you purport to sign, you agree you are personally bound by this Agreement.

YOU AGREE TO CHECK FOR UPDATES TO THIS AGREEMENT PRIOR TO ANNUAL RENEWAL. BY USING THIS WEBSITE OR THE SERVICE, YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THIS WEBSITE OR THE SERVICE. THE FOLLOWING ARE THE TERMS AND CONDITIONS FOR ACCESS TO THIS WEBSITE AND USE OF THE SERVICE. BY LOGGING ONTO THE WEBSITE OR ACCESSING THE SERVICE THROUGH ANY INTERFACE, YOU ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

As part of the Service, CHURCHPAD will provide the use of the Service, including a browser interface and data encryption, transmission, access, and storage. Your registration for or use of the Service shall be deemed to be your agreement to abide by this Agreement and any materials available on the CHURCHPAD website incorporated by reference herein, including, but not limited to, CHURCHPAD’s privacy and security policies. 

Under the terms and conditions of this Agreement, CHURCHPAD agrees to provide to Customer and permitted users access to the Service hosted by CHURCHPAD and set up a private dedicated database for the exclusive use by Customer.

The Service is to be used only by Customer and users authorized by Customer who are members of Customer (“Users”). Customer will have the ability to assign usernames and passwords (“logins”) to selected individuals maintained in their dedicated church database. Customer will have full control over who is authorized to access/use this Service, provided (i) Customer shall not authorize persons who are not members of Customer; and (ii) any login issued to a User will be disabled when such person is no longer a member of Customer. Customer will inform CHURCHPAD immediately of any actual or potential unauthorized use of a login.

Customer will be able to assign administrative privileges on a User-by-User basis. All use of the Service is provided via the Internet through a standard internet browser and/or email client. In order to use the Service, Customer and Users are responsible, at their own expense, to acquire access to the Internet and to provide all equipment and software needed.

CHURCHPAD’s anti-spam practices, in compliance with the CAN-SPAM Act of 2003, tolerate only permission-based email. Recipients of email always have the opportunity to opt-out or change preferences via a link in the footer of all non-transactional email messages.

In all emails sent by Customer using the Service, Customer agrees to include a clear and conspicuous explanation of how the recipient can opt out of getting email from Customer in the future. Customer also agrees to give a return email address or other easy way to allow people to communicate their opt-out choice to Customer. Customer shall process all opt-out requests within ten (10) business days.

Customer acknowledges CHURCHPAD shall not be required to forward any information to Customer from a recipient who has opted-out of receiving emails from CHURCHPAD or Customer.

Customer agrees and understands it is responsible for maintaining confidentiality of passwords associated with any account it uses to access the Service.

Accordingly, Customer agrees it shall be solely responsible to CHURCHPAD for all activities occurring under its account.

If Customer becomes aware of any unauthorized use of its password or of its account, Customer agrees to notify CHURCHPAD immediately.

The data, information, or material (“Data”) submitted to the Service is for the exclusive use of Customer. CHURCHPAD agrees not to use, distribute, or disclose any Data except for disclosures required by law and specific, limited disclosures required to facilitate quick and accurate application user login for the benefit of churches, organizations, customers, and users, as set forth in Section V below. 

CHURCHPAD shall have the right to remove any Data that violates this Agreement (i) immediately, if required by law; (ii) immediately, if CHURCHPAD believes the failure to do so could cause irreparable harm; or (iii) otherwise upon five (5) business day written notice to Customer. Customer agrees to evaluate and bear all risks associated with the use of any Data, including any reliance on the accuracy and usefulness of such Data. The obligations under this Section IV shall survive the termination of this Agreement.

Customer agrees to not upload or transmit any Data that infringes, misappropriates, or violates any rights of any party.

CHURCHPAD has the right to remove any or all email addresses which are deemed by intermediaries, including Internet Service Providers, to be ‘spamming’ addresses or addresses that otherwise degrade the performance of the application, create significant rejections, or are otherwise not being used for bona fide church management purposes.

Customer shall not allow anyone working on its behalf to (i) perform any technical security integrity review, penetration test, load test, denial-of-service simulation, or vulnerability scan without CHURCHPAD’s prior written consent, or (ii) attempt to access the Data of another Customer. Such prohibition includes a prohibition on employment of automatic emulation devices in connection with the Service.

Downgrading your Service may cause the loss of Data, features, or capacity of your Account. CHURCHPAD does not accept any liability for such loss.

CHURCHPAD does not own or have any rights to any Data Customer submits as a result of using this Service except CHURCHPAD may use aggregate general statistical data as set forth below. CHURCHPAD will not monitor, edit, or disclose any information regarding Customer or Customer’s database without Customer’s express written permission except in accordance with this Agreement or as may be required by law. For example, CHURCHPAD may employ specific data search methodologies to facilitate quick and accurate application user login for the benefit of churches, organizations, customers, and users. Specifically, these data searches are designed to direct users to the correct database for application login and may include, but are not limited to, user searches for the correct church, organization, or customer database utilizing search parameters of church, organization, or customer name; church, organization, or customer location; or user specific identification, such as an individual user’s name. These searches may disclose a church, organization, or customer as having a contractual relationship with CHURCHPAD, as well as disclosing the fact of a specific individual, by name, as having a potential relationship as a user with one or more church, organization, or customer of CHURCHPAD. 

Also CHURCHPAD may be required to disclose Data to cooperate with regulators or law enforcement authorities to comply with a legal process such as a court order, subpoena, search warrant, or law enforcement request. In addition, CHURCHPAD may review certain User registration and statistical information such as usage or User traffic patterns in summative form for internal planning purposes in operating the Service. CHURCHPAD may access and modify Customer database in order to perform Service updates or respond to service or technical problems when requested to do so by Customer, law enforcement officials, or any third party claiming misappropriation or breach of privacy or data rights.

Customer acknowledges and agrees the Service contains proprietary and confidential methods and information protected by applicable intellectual property and other laws. Customer agrees to not, directly or indirectly, (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through, the Service or any software, documentation, or Data related to the Service; (ii) remove any proprietary notices or labels from the Service; (iii) modify, translate, or create derivative works based on the Service; or (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service.

Customer may access their Data via an Application Program Interface (“API”). Any use of the API, including use of the API through a third-party product accessing the Service, is bound by the terms of this Agreement plus the following specific terms:

Customer expressly understands and agrees CHURCHPAD shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, or Data, or other intangible losses (even if CHURCHPAD has been advised of the possibility of such damages) resulting from Customer’s use of the API or third-party products that access Data via the API.

Abuse or excessively frequent requests to the Service via the API may result in the temporary or permanent suspension of Customer’s account’s access to the API. CHURCHPAD, in its sole discretion, will determine abuse or excessive usage of the API. CHURCHPAD will make a reasonable attempt via email to warn Customer prior to suspension.

CHURCHPAD reserves the right at any time to modify or discontinue, temporarily or permanently, Customer’s access to the API (or any part thereof) with or without notice.

CHURCHPAD will provide at least two (2) business days advanced notice via email or system announcement within the Service of any scheduled downtime for backup, maintenance, or updates. Additionally, CHURCHPAD will make commercially reasonable efforts to ensure the quality of the service it provides is of at least prevailing industry standards and access to the Service is available on a 24/7 basis. However, although CHURCHPAD will use all reasonable efforts in good faith to avoid interruption of the Service, Customer acknowledges and agrees access to the Service may be unavailable from time to time for any reason, including, without limitation, interruption of major network connectivity, network and server outages, and backup and regular maintenance by CHURCHPAD and any operators of its servers. In the event a 99.9% uptime is not maintained as an average in any calendar month (excluding planned downtime for backups, regular maintenance, and updates to the Service) (the “Uptime Milestone”), Customer may request a pro rata refund of downtime exceeding forty (40) minutes for that calendar month, or Customer may terminate the Service and will receive a pro rata refund for the unused term of the Agreement for use of the Service (excluding any setup fees, data migration fees, coaching, training or on-premise support fees). Other exclusions to the “Uptime Milestone” include interruptions of major network connectivity outside of CHURCHPAD’s facilities, problems with Customer network or connectivity, and DNS or browser caching.

CHURCHPAD employs third-party companies to facilitate its services to Customer. These services may include, but are not limited to, file storage, encrypted backup services, web analytics, payment processing, email delivery, text messaging, voice broadcasting, hardware, or networking equipment. These third-party companies may have access to personal information insomuch as their services are employed by CHURCHPAD.

Customer will select a minimum of one primary contact (“Super Administrator”) and one other designated contact (“Support Contact”) to manage Customer’s use of the Service, to authorize Users to access the Service, and to serve as the primary technical interface with CHURCHPAD Customer Care Representatives.

CHURCHPAD will provide quality technical support to Customer. A 24-hour online Help Desk will be available to all Users. For questions or information not addressed in the CHURCHPAD Online Help Desk, additional support will be available to the Super Administrators and Support Contact via e-Support Tickets. Responses to e-Support Tickets will occur typically within one (1) business day.

Customer agrees to abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with using this Service. Without limiting the foregoing, Customer agrees not to use the Service or information from the Service for any of the following:

communication violating any law, including illegal email solicitations, advertising, promotional materials, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages not in full compliance with applicable laws, including the laws of charitable solicitation applicable to any charity or fundraiser raising money for Customer;

harvesting, collecting, gathering, or assembling information or Data regarding other Users, including email addresses, without their consent;

transmitting through or posting on the Service unlawful, immoral, libelous, abusive, harassing, tortuous, defamatory, threatening, harmful, invasive of another’s privacy, vulgar, obscene, or otherwise objectionable material of any kind or nature or material which is harmful to minors in any way;

transmitting any material infringing upon the intellectual property rights or other proprietary rights of third parties, including trademark, copyright, or right of publicity;

transmitting any material containing software viruses or other harmful or deleterious computer code, files, or programs such as Trojan horses, worms, time bombs, or cancel bots;

interfering with or disrupting the integrity of any Data or computer-based information or any servers or networks connected to the Service or violating the regulations, policies, or procedures of such networks;

attempting to gain unauthorized access to the Service or other accounts, computer systems, or networks connected to the Service through password mining or any other means; or, Harassing or interfering with another User’s use and enjoyment of the Service.

CHURCHPAD, at its own discretion, may immediately disable Customer’s access to the Service or remove all or a portion of Customer’s Data, without refund, if CHURCHPAD believes, in its sole discretion, Customer has violated any of the policies listed above.

CHURCHPAD represents and warrants it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and the Service will perform substantially in accordance with CHURCHPAD’s online Help Desk documentation under normal use and circumstances.

CHURCHPAD also warrants and represents it will not share, rent, sell, or trade personal information (including email addresses) identifying Customer or its Users to third parties. 

CHURCHPAD will only provide information such as Customer’s name, address, and credit card number to businesses for credit verification and billing services to ensure CHURCHPAD receives proper payment for the Services and to CHURCHPAD service providers for the purpose of providing the Service.

CHURCHPAD represents it has implemented reasonable security measures to prevent the loss, misuse, and alteration of the confidential information in its possession. CHURCHPAD uses various security measures to protect the information it collects, as appropriate to the type of information, including encryption, firewalls, and access controls. CHURCHPAD has agreements in place with each of its service providers, vendors, and business partners requiring such third party to protect any Confidential Information transferred to them by implementing industry-standard security measures at least as restrictive as CHURCHPAD’s security measures.

CHURCHPAD, as required by the Payment Card Industry (“PCI”) Data Security Standard (“DSS”) Requirement 12.9, is responsible for the security of cardholder data it stores, processes, or transmits and will implement necessary requirements to be considered PCI compliant.

Customer agrees to pay all applicable fees as specified in Customer’s Agreement. Fees are payable in advance and are due before the first business day of the month. Prepaid training and/or data migration fees are non transferable and are forfeited if Customer fails to submit data or complete training within one (1) year of Agreement.

CHURCHPAD reserves the right to disable Customer’s Account immediately if Customer fails to make payments for the Service by the day said payments are due.

All fees paid are not refundable. However, if CHURCHPAD terminates or cancels the Service or Agreement, with or without cause, CHURCHPAD shall refund Customer the unused portion of the fees remaining for the Agreement’s term (excluding any setup fees or data migration fees).

This Agreement will be valid for a period of one (1) month for monthly-based customer and one (1) year for the yearly-based customer commencing on the start date. This Agreement automatically renews every month for the monthly-based customer. The yearly-based Customer shall have the right to renew this Agreement for additional one (1) year periods commencing on the annual anniversary of the start date. Pricing for any yearly renewal will be based at current pricing as specified on the CHURCHPAD website or in a CHURCHPAD Proposal. 

CHURCHPAD shall provide Customer written notice of the current pricing to the yearly-based customer sixty (60) days before the expiration of this Agreement. Should Customer elect to renew this Agreement, pricing may change based on the newly selected products. Unless terminated for cause by CHURCHPAD as set forth herein, this Agreement will continue for the duration of the annual term. Upon the expiration of this Agreement without a renewal by a yearly-based Customer, the Service shall be terminated and Customer’s account shall be deleted no sooner than ninety (90) and no more than three-hundred sixty-five (365) days after terminated service.

In addition to any other rights granted to CHURCHPAD herein, CHURCHPAD reserves the right to suspend or terminate this Agreement and Customer’s access to the Service if the account becomes delinquent (falls into arrears). If Customer or CHURCHPAD initiates termination of this Agreement, Customer will be obligated to pay any balance due on the account computed in accordance with Section XIV above. Customer agrees CHURCHPAD may charge such unpaid fees to a credit card or otherwise bill Customer for such unpaid fees. CHURCHPAD reserves the right to impose a temporary access fee in the event Customer is suspended and thereafter requests access to the Service.

Any unauthorized access, use, copying, disclosure, distribution, or sub-licensing by Customer or with Customer’s aid or consent of the Service or any related methods, techniques, or processes, except as permitted under this Agreement, will be deemed a material breach of this Agreement. Additionally, any actions taken by Customer or its Users in conflict with Section XII above will also be deemed a material breach of this Agreement. CHURCHPAD, in its sole discretion, within reason, may terminate or suspend the login, account, or use of the Service if Customer or its Users materially breach this Agreement, provided CHURCHPAD provides Customer a ten (10) business day written notice and a fifteen (15) day period to cure any and all material breaches thereafter.

Customer agrees that upon termination pursuant to Sections XVI or XVII above, CHURCHPAD will bar Customer from any further access to the Service. It is the sole responsibility of Customer to retrieve their Data and files from the Service prior to the date of termination. Customer’s account and all Data and files related to the Service shall be permanently deleted no later than three-hundred sixty-five (365) days after terminated service. CHURCHPAD will use commercially reasonable efforts to provide written notice thirty (30) days before such deletion to allow Customer final opportunity to export or download any Data or files related to the Service. Customers choosing to access the Service at that time will incur a temporary access fee, as described in Section XVI above. Customer may terminate the Service on five (5) business days advanced notice for failure by CHURCHPAD to achieve the Uptime Milestone or due to a security breach. In such event, Customer, as its sole and exclusive monetary remedy in connection with such termination, may elect to have refunded the price paid in advance (if any) for the remaining portion of the Agreement’s term for use of the Service (excluding any setup fees or data migration fees). CHURCHPAD may terminate use on notice of the Service if Customer is a competitor of CHURCHPAD and upon such termination shall refund a pro rata portion of the fees paid for the unused term of the Agreement.

Use of the Service and any reliance by Customer upon the Service, including any action taken by Customer because of such use or reliance, is at Customer’s sole risk. CHURCHPAD does not warrant the Service will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from use of the Service. The Service is provided “as-is”, and CHURCHPAD disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and noninfringement.

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SERVICE, ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, OR ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER.

Subject in all cases to the limitations set forth in Section XX (Limitation of Liability), the parties agree to the indemnity provisions set forth in subsections (1.)–(4.) below:

Customer agrees to indemnify CHURCHPAD and its officers, directors, subsidiaries, affiliates, successors, assigns, and agents (collectively, the “CHURCHPAD Indemnities”) and defend and hold the CHURCHPAD Indemnities harmless from and against all liabilities, losses, damages, settlements, actions, claims, suits, penalties, fines, or expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation) incurred by any CHURCHPAD Indemnities relating to or arising from or occurring as a result of Customer’s use of the Service; Customer’s connection to the Service; Customer’s violation of this Agreement; or Customer’s violation of any proprietary or other rights of another, provided: (i) the CHURCHPAD Indemnities notify Customer in writing of the claim within thirty (30) days of notice of such claim; (ii) Customer has sole control of the defense and resolution of such claim; and (iii) the CHURCHPAD Indemnities provide Customer with the reasonable assistance to perform Customer’s obligations under this Section. Customer will reimburse the CHURCHPAD Indemnities’ reasonable out-of-pocket expenses incurred in providing such assistance. Notwithstanding the foregoing, nothing herein shall be construed to require Customer to indemnify any of the CHURCHPAD Indemnities for a claim to the extent caused by or resulting from such CHURCHPAD Indemnities’ own negligence or willful misconduct.

CHURCHPAD shall indemnify Customer and its officers, directors, subsidiaries, affiliates, successors, assigns, and agents (collectively, the “Customer Indemnities”) and defend and hold the Customer Indemnities harmless from and against all liabilities, losses, damages, settlements, actions, claims, suits, penalties, fines, or expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation) incurred by any Customer Indemnities, relating to or arising from or occurring as a result of infringement by the CHURCHPAD Service of any patent, copyright, trademark, trade secrets, or other intellectual property rights of a third party; or CHURCHPAD’s violation of this Agreement, provided: (i) Customer Indemnities notify CHURCHPAD in writing of the claim within thirty (30) days of notice of such claim; (ii) CHURCHPAD has sole control of the defense and resolution of such claim; and (iii) Customer Indemnities provide CHURCHPAD with the reasonable assistance to perform CHURCHPAD’s obligations under this Section. CHURCHPAD will reimburse Customer Indemnities’ reasonable out-of-pocket expenses incurred in providing such assistance. Notwithstanding the foregoing, nothing herein shall be construed to require CHURCHPAD to indemnify any of the Customer Indemnities for a claim to the extent caused by or resulting from such Customer Indemnities’ own negligence or willful misconduct.

Each party shall also indemnify, defend, and hold the other party and its respective Indemnities (as defined in (1.) and (2.) above) free and harmless from and against any and all claims, demands, actions, causes of action, lawsuits, judgments, costs, expenses, and other liabilities of every nature, including attorneys’ fees, arising from the breach or inaccuracy of any of the indemnifying party’s representations or warranties contained in this Agreement.

Neither CHURCHPAD nor the Customer shall be obligated to indemnify the other party in any manner whatsoever for the other party’s negligence or willful misconduct.

The foregoing indemnification provisions shall survive the termination of this Agreement.