AGREEMENT
The ChurchSquare Site Manager Internet Hosting Service (the "Service") and ChurchSquare Site Manager Software (the "Software"), operated by ChurchSquare.com, LLC and its affiliates (ChurchSquare) is provided to you ("you" or "Site Manager") under the terms and conditions of this ChurchSquare Site Manager Online Agreement and any amendments thereto and any operating rules or policies (collectively, the "CSMOA" or "Agreement"). The purpose of this provision is for you and your authorized agents to develop and maintain a Hosted Internet Website ("Site") representing a religious organization and providing web-based interaction between persons affiliated with or seeking information about that organization.
This agreement sets out the terms and conditions of the use of the Service and the Software, creates certain obligations on your part and limits liability and obligations of both parties. Because this is a legally binding agreement, we urge you to read it thoroughly.
The major sections of the agreement are listed below to help you navigate through the agreement and are not intended as a summary of the agreement:
1.1 By accepting the terms and conditions of the CSMOA, you represent and warrant that you (a) are a duly authorized agent or officer of the organization represented on the site (b) that you are 18 years old or older; (c) agree to provide true, accurate, current and complete information about your organization as prompted by the Account Registration Form, and (d) agree to maintain and update this information to keep it true, accurate, current and complete.
1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE "I AGREE" LINK, YOU AGREE TO BE BOUND BY THE CSMOA.
2.0 ChurchSquare hosts interactive web sites on the World Wide Web and provides Site Owners with access to its Site Manager Software ("Software") to facilitate the creation and maintenance of the Site for the display of information, the collection of donations and fees and the sale of goods.
3.0 YOUR OBLIGATIONS
3.1 You are responsible for all content and commerce on the Site -- You acknowledge and agree that you are responsible for all information and materials used or displayed at your Site, all goods and services offered at your Site, and all acts or omissions that occur at your Site or in connection with your account or password.
3.1.1 You agree to display in the Site, your organization's contact information, including but not limited to organization name, address and telephone number. You also agree to update such information to keep it true, accurate, current and complete.
3.1.2 You represent and warrant that you or your organization have full power and authority under all relevant laws and regulations:
"To offer and sell the goods and services offered at the Site, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Site;
"To copy and display the materials used or displayed at the Site; and,
"To provide for credit card payment and delivery of goods or services as specified at the Site.
3.1.3 You represent and warrant that you will not engage in any activities:
"That constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws;
"That defame, impersonate or invade the privacy of any third party or entity;
"That infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and,
"That are in any way connected with the transmission of "junk mail" "spam" or the unsolicited mass distribution of e-mail, or with any unethical marketing practices.
3.2 ChurchSquare reserves the right to refuse to host or continue to host any Site which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) received a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; (3) has become the subject of a government complaint or investigation; or (4 ) has violated or threatens to violate the letter or spirit of the CSMOA.
4.0 PROPRIETARY RIGHTS
4.1 Software License. ChurchSquare hereby grants Site Owner a non-exclusive, non-transferable license to use the Software in object code form only on a server controlled by ChurchSquare for the sole purpose of creating and maintaining Sites on such server. Site Owner is not being granted any right to copy the Software or to use it on computers other than a server controlled by ChurchSquare. Site Owner may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to Site Owner, on any server other than the servers controlled by ChurchSquare without ChurchSquare's express written agreement. Site Owner also acknowledges and agrees that the Software is intended for access and use by means of web browsing software, and that ChurchSquare does not commit to support any particular browsing platform. ChurchSquare reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to Site Owner. If any revision or modification to the Software materially changes Site Owners ability to conduct business, Site Owners sole remedy is to terminate the CSMOA pursuant to Section 7.1 regarding termination of service.
4.2 ChurchSquare Intellectual Property. You acknowledge and agree that content available from ChurchSquare or the Service, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 4.1 above.
4.3 Your Property. You grant ChurchSquare the right to maintain your content on ChurchSquare's servers during the term of the CSMOA and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use.
4.4 Unauthorized Access. You will not attempt to gain unauthorized access to any servers controlled by ChurchSquare.
5.0 FEES
5.1 You agree to pay ChurchSquare a monthly fee as set forth in the Site Manager fee schedule available at http://www.ChurchSquare.com/main/hosting_prices. All such fees are payable in U.S. dollars to ChurchSquare and shall be charged on the first day of each month. ChurchSquare may also, upon 30 days prior notice to Site Owner, alter its fee schedules and terms of the CSMOA.
6.0 TERMS
6.1 Term. The term of the CSMOA shall be 90 days commencing on the date that you activated a Site. The term automatically renews for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 6.2, below.
6.2 Non-Renewal. Either party, in its sole and absolute discretion, may give notice of non-renewal with or without cause and without stating any reason thereto. Any notice of non-renewal must be given at least thirty (30) days prior to the end of the term then in effect and in the manner described in Section 14 regarding notice.
7.0 TERMINATION
7.1 Termination. Either party may terminate the CSMOA on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the CSMOA, and such breach or noncompliance is not cured within such thirty (30) day period. ChurchSquare reserves the right to immediately suspend any customer access to the Site until such breach or noncompliance is cured.
7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, ChurchSquare may, but has no duty to, immediately terminate Site Owner and remove it from ChurchSquare servers if ChurchSquare in its sole discretion concludes that Site Owner is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of ChurchSquare or others. Any termination under this Section 7.2 shall take effect immediately and Site Owner expressly agrees that it shall not have any opportunity to cure.
7.3 Waiver. Site Owner expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7.
7.4 Deletion of Information. Upon termination, ChurchSquare reserves the right to delete from its servers any and all information contained in Site Owners account, including but not limited to order processing information, mailing lists, and any Web pages generated by the Software.
7.5 The provisions of Section 4 (Proprietary Rights), Section 10 (Indemnity), and Section 11 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement.
8.0 Your PRIVACY
8.1 Your Information. ChurchSquare maintains information about you and the Site on ChurchSquare servers, including but not limited to your account registration information, your customer order information, sales information, and clickstream data ("Site Owner Information"). You agree that ChurchSquare may use your Information only when in a form aggregated with all other site owners for marketing or other promotional purposes.
8.1.1 You agree that ChurchSquare may disclose Site Owner Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the CSMOA; (d) to respond to claims that the Site Owner or Site is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of ChurchSquare, Site Manager or others; provided, however, that nothing in this section shall impose a duty on ChurchSquare to make any such disclosures.
8.1.2 You agree that ChurchSquare may delete customer credit card information from ChurchSquare servers 14 days after you retrieve such information, and may delete all other Site Owner Information from ChurchSquare servers at the end of each calendar year.
8.2 Password. You shall receive a password from ChurchSquare to provide access to and use of the Software and Site Manager. You are entirely responsible for any and all activities which occur under your account and password. You agree to keep its password confidential, to allow its use only by persons you duly authorize , and to notify ChurchSquare promptly if Site Owner has any reason to believe that the security of its account has been compromised.
8.3 Technical Access. You acknowledge and agree that technical processing of your Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. You also acknowledges and agrees that ChurchSquare may access your account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.
9.0 MAINTENANCE AND SUPPORT
9.1 You can obtain assistance with any technical difficulty that may arise in connection with your utilization of the Software or Site Manager Software by requesting assistance by email to info@ChurchSquare.com. ChurchSquare reserves the right to establish limitations on the extent of such support, and the hours at which it is available.
9.2 You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Software and Site Manager Software and you shall be responsible for all charges related thereto.
10.0 INDEMNITY
You agree to indemnify and hold harmless ChurchSquare, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your conduct, your use of the Service, the goods or services offered at your Site, any alleged violation of the CSMOA, or any alleged violation of any rights of another, including but not limited to your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with your Site. ChurchSquare reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.
11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES
THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SITE OWNER ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SITE MANAGER SOFTWARE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND SITE OWNER MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. SITE OWNER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT SITE OWNER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. CHURCHSQUARE, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF CHURCHSQUARE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM SITE OWNER USE OR INABILITY TO USE THE SITE MANAGER SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SITE MANAGER SOFTWARE. CHURCHSQUARE'S LIABILITY TO SITE OWNER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY SITE OWNER TO CHURCHSQUARE OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12.0 NO RESALE OR ASSIGNMENT OF SERVICE
You agree not to resell or assign or otherwise transfer its rights or obligations under the CSMOA without the express written authorization of ChurchSquare.
13.0 FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure in performance under the CSMOA resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
14.0 NOTICES
Any notices or communications under the CSMOA shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to ChurchSquare, such notices shall be addressed to info@ChurchSquare.com or 30 Bluff Creek Place, The Woodlands, Texas 77382-5769 USA. If to Site Owner, such notices shall be addressed to the electronic or mailing address specified when you opened an account with Site Manager, or such other address as either party may give the other by notice as provided above.
15.0 ENTIRE AGREEMENT
The CSMOA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties.
16.0 GENERAL
The CSMOA and the relationship between Site Owner and ChurchSquare shall be governed by the laws of the state of Texas without regard to its conflict of law provisions. Site Owner and ChurchSquare agree to submit to the personal and exclusive jurisdiction of the Superior Court of the State of Texas for the County of Harris or the United States District Court for Southwest Texas. ChurchSquare's failure to exercise or enforce any right or provision of the CSMOA shall not constitute a waiver of such right or provision. If any provision of the CSMOA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of the CSMOA remain in full force and effect. Site Owner agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the CSMOA must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in the CSMOA are for convenience only and have no legal or contractual effect.
