I. PERMITTED USE
1. Under the terms and conditions of this Agreement, St. Paul Evangelical Lutheran Church (SPELC) agrees to provide to Customer and permitted users access to the Service hosted by SPELC and set up a private dedicated database for the exclusive use by Customer.
2. 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 Church Community Builder immediately of any actual or potential unauthorized use of a login.
3. 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.
II. CHOICE / OPT-OUT
1. SPELC 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.
2. 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.
3. Customer acknowledges Church Community Builder shall not be required to forward any information to Customer from a recipient who has opted-out of receiving emails from Church Community Builder or Customer.
III. PASSWORDS AND ACCOUNT SECURITY
1. Customer agrees and understands it is responsible for maintaining confidentiality of passwords associated with any account it uses to access the Service.
2. Accordingly, Customer agrees it shall be solely responsible to Church Community Builder for all activities occurring under its account.
3. If Customer become aware of any unauthorized use of its password or of its account, Customer agrees to notify SPELC immediately.
IV. CUSTOMER PROPRIETARY DATA RIGHTS
1. The data, information, or material (“Data”) submitted to the Service is for the exclusive use of Customer. SPELC 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. SPELC shall have the right to remove any Data that violates this Agreement (i) immediately, if required by law; (ii) immediately if SPELC 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.
2. Customer agrees to not upload or transmit any Data that infringes, misappropriates, or violates any rights of any party.
3. SPELC 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.
4. 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 Church SPELC 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.
5. Downgrading your Service may cause the loss of Data, features, or capacity of your Account. SPELC does not accept any liability for such loss.
IV. CHURCH COMMUNITY BUILDER ACCOUNT INFORMATION AND DATA
SPELC does not own or have any rights to any Data Customer submits as a result of using this Service except SPELC may use aggregate general statistical data as set forth below. SPELC 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, SPELC 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 SPELC, 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 SPELC. Also, SPELC 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, SPELC 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. SPELC 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.
V. SPELC PROPRIETARY 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.
VI. API TERMS
Customers 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:
1. Customer expressly understands and agrees Church SPELC 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 SPELC 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.
2. 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. SPELC, in its sole discretion, will determine abuse or excessive usage of the API. SPELC Builder will make a reasonable attempt via email to warn Customer prior to suspension.
3. SPELC 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.
VII. AVAILABILITY OF SERVICE
SPELC 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, SPELC 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 SPELC 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 SPELC 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 Tribes service fees, or premier or Multi-Site support fees). Other exclusions to the “Uptime Milestone” include interruptions of major network connectivity outside of SPELC facilities, problems with Customer network or connectivity, and DNS or browser caching.
XIII. USER CONDUCT
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:
1. 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;
2. harvesting, collecting, gathering, or assembling information or Data regarding other Users, including email addresses, without their consent;
3. 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;
4. transmitting any material infringing upon the intellectual property rights or other proprietary rights of third parties, including trademark, copyright, or right of publicity;
5. 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;
6. 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;
7. 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,
8. Harassing or interfering with another User’s use and enjoyment of the Service.
SPELC, 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 SPELC believes, in its sole discretion, Customer has violated any of the policies listed above.
IX. REPRESENTATIONS AND WARRANTIES
1. SPELC 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 SPELC online Help Desk documentation under normal use and circumstances.
2. SPELC 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. SPELC will only provide information such as Customer’s name, address, and credit card number to businesses for credit verification and billing services to ensure SPELC receives proper payment for the Services and to Church Community Builder service providers for the purpose of providing the Service.
3. SPELC represents it has implemented reasonable security measures to prevent the loss, misuse, and alteration of the confidential information in its possession. SPELC uses various security measures to protect the information it collects, as appropriate to the type of information, including encryption, firewalls, and access controls. SPELC 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 SPELC security measures.
4. SPELC, 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.
X. LIMITATION OF LIABILITY
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.
By virtue of this Agreement, the parties may have access to information confidential to one another (“Confidential Information”). The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of the Agreement. Each party agrees to take all reasonable steps to ensure Confidential Information is not disclosed or distributed by its employees or agents in violation of the provision of this Agreement.
XII. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by the laws of the State of Maryland, without regard to its conflict of law provisions, and shall be deemed to be executed in Washington County, Maryland. Customer and SPELC also agree to submit to the personal and exclusive jurisdiction of the courts located in the State of Maryland.
Notices to Customer shall be made by email to a designated account reference with a copy delivered first class mail to the then existing address of Customer shown on the records of SPELC. Notice to SPELC shall be sent to: ST. PAUL’S EVANGELICAL LUTHERAN CHURCH 24 EAST BALTIMORE STEET FUNKSOWN, MD 21734. Notices sent by overnight delivery service shall be deemed received on the business day of receipt from the delivery service. Mailed notices shall be deemed received upon the earlier of the date of delivery shown on the return receipt or the second business day after the date of mailing. Notices sent by facsimile transmission shall be deemed served on the date of transmission, provided it is during regular business hours, otherwise on the next business day. The Service may also provide notices of changes to this Agreement or other matters.
XIV. ENTIRE AGREEMENT
This Agreement constitutes the complete Agreement between the parties and, except as provided, supersedes all previous agreements or representations, written or oral, with respect to the Services described herein.
This Agreement becomes effective upon:
1. Acceptance of these terms by Customer as evidence by assent of the person accepting this Agreement, or
2. Valid payment by Customer which constitutes an electronic signature, or
3. Acceptance by SPELC as shown by an acceptance response or commencement of use of the Service.
This Agreement does not limit any rights SPELC may have under trade secret, copyright, patent, trademark, or other laws. The failure of SPELC to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions of the Agreement shall remain in full force and effect. The section titles in the Agreement are for convenience only and have no legal or contractual effect. The Agreement will inure to the benefit of SPELC and its successors and assigns. Some jurisdictions may not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages in certain circumstances. Accordingly, some of the above limitations may not apply. All representations, warranties, terms, disclaimers, and limitations in the Agreement shall survive the termination of Customer’s account or access to the Service.
XVII. STATEMENT OF BELIEF
SPELC is a Evangelical Lutheran denominational ministry, working with all Bible-believing Christian churches embracing traditional Christian theology.
We believe in…
· The Holy Scriptures as originally given by God, divinely inspired, entirely trustworthy, and supremely authoritative.
· The only true God, the almighty Creator of all things, existent in three persons: Father, Son, and Holy Spirit.
· The value and dignity of all people, created in God’s image to live in love and holiness, but alienated from God and each other because of our sin.
· Jesus Christ, fully human and fully divine, born of a virgin, conceived by the Holy Spirit, who lived a perfect example, who assumed the judgement due sinners by dying in our place, and who was bodily raised from the dead and ascended as Savior and Lord.
· Justification by God’s grace, apart from works, to all who repent and put their faith in Jesus Christ alone for salvation.
· The indwelling presence and transforming power of the Holy Spirit, who gives to all believers a new heart and a new desire for obedient service.
· The unity of all believers in Jesus Christ, the Church, the bride of Christ, whose purpose is to care for, convert, and cultivate people towards God in the context of community with other people.
· The victorious reign and future personal return of Jesus Christ, who will judge all people, both living and dead, with justice and mercy, receiving the redeemed into eternal life.
NOTICE OF RIGHT TO REFUSE SERVICE
SPELC reserves the right to deny access to or terminate the Service to those Customers, churches, or ministries who, in its opinion, are in conflict with its Statement of Belief.