SOFTWARE-AS-A-SERVICE SUBSCRIPTION AND USER AGREEMENT

Effective Date: [EFFECTIVE DATE]

This Software-as-a-Service Subscription and User Agreement ("Agreement") is entered into between [COMPANY LEGAL NAME], an Ohio [corporation/limited liability company], with a principal place of business at [COMPANY ADDRESS] ("Company," "we," "us," or "our"), and the church, ministry, religious organization, nonprofit organization, or other entity accepting this Agreement ("Customer," "Church," "you," or "your").

This Agreement governs Customer's access to and use of the Company's hosted software platform, websites, applications, databases, related services, features, documentation, and other services made available by Company (collectively, the "Service").

BY CREATING AN ACCOUNT, CLICKING "I ACCEPT," "I AGREE," OR A SIMILAR BUTTON, PURCHASING A SUBSCRIPTION, OR ACCESSING OR USING THE SERVICE, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT ON BEHALF OF CUSTOMER REPRESENTS AND WARRANTS THAT HE OR SHE HAS AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT.

1. Eligibility and Organizational Use

The Service is intended primarily for use by churches, ministries, religious organizations, nonprofit organizations, and other authorized organizational customers.

Customer is responsible for determining which of its employees, clergy, staff members, volunteers, administrators, contractors, or other authorized persons may access the Service on Customer's behalf ("Authorized Users").

Customer is responsible for all activity occurring through its account and for ensuring that its Authorized Users comply with this Agreement.

2. Subscription and License

Subject to Customer's payment of all applicable fees and compliance with this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription term to access and use the Service solely for Customer's internal organizational purposes.

Except for the limited rights expressly granted under this Agreement, Company retains all right, title, and interest in and to the Service, including all software, source code, object code, databases, interfaces, designs, documentation, trademarks, trade secrets, processes, methodologies, and other intellectual property associated with the Service.

3. Subscription Term

Customer may purchase the Service under a monthly subscription, annual subscription, or another subscription term offered by Company.

The applicable subscription term, features, pricing, usage limits, and other subscription details will be those displayed at the time of purchase or contained in an applicable order form, proposal, or written agreement between Company and Customer.

Unless otherwise stated in writing, subscriptions will automatically renew for successive periods corresponding to the Customer's current subscription term until canceled in accordance with this Agreement.

4. Fees and Payment

Customer agrees to pay all subscription fees and other charges associated with Customer's use of the Service.

Subscription fees may be charged monthly, annually, or according to another billing schedule agreed upon by Company and Customer.

Customer authorizes Company and its payment processors to charge the payment method provided by Customer for all fees due under the Customer's subscription.

Customer is responsible for maintaining accurate and current billing and payment information.

5. No Refunds

EXCEPT WHERE REQUIRED BY APPLICABLE LAW OR EXPRESSLY AGREED TO BY COMPANY IN WRITING, ALL SUBSCRIPTION FEES AND OTHER AMOUNTS PAID TO COMPANY ARE NONREFUNDABLE.

Cancellation of a monthly or annual subscription does not entitle Customer to a refund, credit, or prorated reimbursement for any unused portion of the subscription period.

Customer may continue to use the Service through the end of the applicable paid subscription period unless the account is terminated earlier because of a violation of this Agreement or as otherwise permitted under this Agreement.

6. Customer Data

The Service may permit Customer to upload, import, enter, transmit, store, manage, or otherwise provide data to the Service ("Customer Data").

Customer Data may include information relating to Customer's members, attendees, visitors, donors, volunteers, employees, clergy, staff, families, households, prospective members, and other individuals associated with Customer.

Depending upon the features used by Customer, Customer Data may include names, addresses, telephone numbers, email addresses, household information, membership information, attendance information, communications, demographic information, giving or contribution information, ministry participation information, survey responses, notes, and other information entered into the Service by Customer.

7. Ownership of Customer Data

As between Company and Customer, Customer retains all ownership rights that Customer may have in Customer Data.

Company does not acquire ownership of personally identifiable Customer Data merely because such data is uploaded to or stored within the Service.

Customer grants Company a non-exclusive, worldwide, royalty-free license during the applicable subscription term to host, copy, transmit, process, store, back up, display, reproduce, modify as technically necessary, and otherwise use Customer Data solely as reasonably necessary to operate, maintain, secure, support, improve, and provide the Service and perform Company's obligations under this Agreement.

8. Customer Responsibility for Member Data

Customer represents and warrants that it has all rights, permissions, consents, notices, and other legal authority necessary to collect, upload, transmit, store, and otherwise use Customer Data through the Service.

Customer is solely responsible for determining what information it chooses to collect from or maintain regarding its members and other individuals and whether Customer's collection and use of such information complies with applicable laws, regulations, organizational policies, privacy notices, and contractual obligations.

Customer agrees not to upload or process information through the Service unless Customer has a lawful right to do so.

9. Company's Use of Customer Data

Company may access, process, store, and use identifiable Customer Data only as reasonably necessary to:

• provide and operate the Service;
• authenticate users and administer Customer accounts;
• store and retrieve information requested by Customer;
• provide customer support;
• maintain, troubleshoot, and improve the Service;
• protect the security, integrity, and availability of the Service;
• detect or prevent fraud, abuse, or unlawful activity;
• comply with applicable law or valid legal process; and
• perform other activities authorized by Customer.

Company will not sell personally identifiable Customer Data or personally identifiable information relating to Customer's members to third parties.

Company will not use personally identifiable Customer Data for unrelated advertising or marketing to Customer's members without appropriate authorization.

10. Aggregated and De-Identified Data

Customer grants Company the perpetual right to create, collect, analyze, use, reproduce, disclose, publish, distribute, and otherwise exploit information derived from Customer Data when such information has been aggregated, anonymized, or de-identified so that it does not reasonably identify Customer or any individual person ("Aggregated Data").

Aggregated Data may be used by Company for lawful business purposes, including:

• analytics and statistical analysis;
• industry and organizational benchmarking;
• research and trend analysis;
• product development and product improvement;
• service performance analysis;
• artificial intelligence and analytical model improvement, where applicable;
• development of reports, metrics, insights, and benchmarks;
• security and fraud prevention; and
• other legitimate business purposes.

Company owns all rights in Aggregated Data and in analytics, compilations, statistics, benchmarks, models, insights, and other materials generated from Aggregated Data, provided that such information does not identify Customer or any individual person.

Company will not attempt to re-identify an individual from Aggregated Data except where reasonably necessary for security, fraud prevention, legal compliance, or validation of the de-identification process.

11. Confidentiality

Each party may receive confidential or proprietary information from the other party in connection with the Service.

Company will treat identifiable Customer Data as Customer's confidential information and will use commercially reasonable safeguards designed to prevent unauthorized disclosure or use.

Confidentiality obligations do not apply to information that:

• is or becomes publicly available without breach of this Agreement;
• was lawfully known to the receiving party without confidentiality restrictions;
• is received lawfully from a third party without a duty of confidentiality;
• is independently developed without use of the disclosing party's confidential information; or
• must be disclosed pursuant to applicable law, subpoena, court order, or other lawful process.

12. Data Security

Company will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, acquisition, alteration, disclosure, or destruction.

Customer acknowledges that no computer network, Internet transmission, cloud service, database, or electronic storage system can be guaranteed to be completely secure.

Customer is responsible for protecting Customer's account credentials, configuring appropriate user permissions, limiting access to authorized personnel, and promptly notifying Company of any suspected unauthorized access to Customer's account.

13. Service Providers and Subprocessors

Customer authorizes Company to use third-party hosting providers, cloud infrastructure providers, payment processors, communications providers, analytics providers, security providers, technical service providers, and other subcontractors or subprocessors as reasonably necessary to provide the Service.

Such providers may process Customer Data only as reasonably necessary to provide services to Company or Customer and subject to applicable contractual and legal obligations.

14. Sensitive Information

Customer should not upload information that is not reasonably necessary for Customer's use of the Service.

Unless Company has expressly represented that a particular feature is designed to handle a particular category of regulated data, Customer agrees not to use the Service to store information subject to specialized regulatory requirements that Company has not expressly agreed in writing to support.

This may include, where applicable, protected health information, payment card information outside designated payment-processing functionality, government-issued identification numbers, account passwords, highly sensitive financial credentials, or other specially regulated information.

15. Information Concerning Minors

Customer acknowledges that church records may include information concerning children or minors.

Customer is responsible for obtaining any parental or guardian permissions, consents, or authorizations required by applicable law before providing information concerning minors to the Service.

Customer should only provide information concerning minors that is reasonably necessary for Customer's legitimate organizational use of the Service.

16. Account Security

Customer is responsible for maintaining the confidentiality and security of all usernames, passwords, authentication credentials, access tokens, and other credentials associated with Customer's account.

Customer must promptly notify Company if Customer becomes aware of unauthorized access to or use of Customer's account.

Customer is responsible for activities performed using Customer's authorized credentials except to the extent such activities result directly from Company's failure to comply with its obligations under this Agreement.

17. Acceptable Use

Customer and its Authorized Users may not:

• use the Service for unlawful, fraudulent, or malicious purposes;
• attempt to gain unauthorized access to the Service or another customer's data;
• interfere with or disrupt the operation or security of the Service;
• introduce malware, viruses, ransomware, or malicious code;
• circumvent usage restrictions, security controls, or authentication mechanisms;
• reverse engineer, decompile, or attempt to obtain the source code of the Service except to the extent such restriction is prohibited by law;
• use the Service to violate the privacy, intellectual property, or other legal rights of another person or organization;
• resell, sublicense, lease, or provide the Service to third parties except as expressly authorized by Company; or
• use the Service in a manner that could materially impair Company's systems or the use of the Service by others.

18. Service Availability and Changes

Company will use commercially reasonable efforts to make the Service available but does not guarantee uninterrupted or error-free operation unless a separate written service-level agreement expressly provides otherwise.

The Service may occasionally be unavailable because of maintenance, upgrades, security events, network failures, third-party provider failures, emergencies, or circumstances beyond Company's reasonable control.

Company may modify, enhance, replace, or discontinue features of the Service from time to time, provided that Company will not intentionally eliminate the material overall functionality of a paid Service during an existing subscription term without reasonable cause.

19. Customer Data Export

During an active subscription, Customer may access and export Customer Data to the extent export functionality is provided through the Service.

Customer is responsible for exporting or otherwise retaining any Customer Data Customer wishes to preserve before the expiration of the data-retention period described below.

Company may provide reasonable assistance with data exports subject to technical limitations and, where applicable, additional service fees.

20. Cancellation and Termination

Customer may cancel its subscription in accordance with the cancellation procedures provided through the Service or by contacting Company using the contact information provided below.

Unless otherwise stated, cancellation prevents renewal of the subscription but does not result in a refund of prepaid subscription fees.

Company may suspend or terminate Customer's access to the Service if:

• Customer fails to pay amounts when due;
• Customer materially breaches this Agreement;
• Customer's use creates a security risk or material risk to the Service or others;
• Customer uses the Service for unlawful activity;
• continued provision of the Service would violate applicable law; or
• Company discontinues the Service, subject to any obligations Company has under applicable law or a separate written agreement.

21. Data Retention Following Cancellation or Termination

Following cancellation, expiration, or termination of Customer's subscription, Company will retain Customer Data for up to thirty (30) days, unless:

• a longer period is required by applicable law;
• the parties agree otherwise in writing;
• the data must temporarily be retained to resolve a dispute, security incident, fraud investigation, or legal obligation; or
• the data remains temporarily within Company's routine backup or disaster-recovery systems.

After the thirty (30) day retention period, Company will delete or render inaccessible identifiable Customer Data maintained in active production systems, subject to the exceptions stated in this Agreement.

Customer Data contained in routine backups or disaster-recovery systems may remain until those backups are overwritten or destroyed pursuant to Company's normal backup-retention schedule. Such information will remain protected and will not be restored for normal business use except as necessary for disaster recovery, security, legal compliance, or similar operational purposes.

Customer is responsible for exporting any Customer Data it wishes to retain before expiration of the thirty (30) day period.

The deletion of identifiable Customer Data does not require Company to delete Aggregated Data that does not reasonably identify Customer or any individual person.

22. Feedback

If Customer or its Authorized Users provide Company with suggestions, ideas, recommendations, enhancement requests, or other feedback concerning the Service ("Feedback"), Customer grants Company a perpetual, irrevocable, worldwide, royalty-free right to use, reproduce, modify, incorporate, commercialize, and otherwise use such Feedback without restriction or obligation to Customer.

23. Intellectual Property

The Service and all technology, software, interfaces, workflows, designs, content provided by Company, documentation, improvements, modifications, and derivative works associated with the Service are owned by Company or its licensors and are protected by applicable intellectual property laws.

Nothing in this Agreement transfers ownership of Company's intellectual property to Customer.

24. Third-Party Services

The Service may integrate with or provide access to third-party products, applications, websites, payment processors, communications platforms, or other services.

Company is not responsible for third-party services that are not under Company's control. Customer's use of third-party services may be governed by separate terms and privacy policies established by those providers.

25. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET EVERY CUSTOMER REQUIREMENT, THAT THE SERVICE WILL BE AVAILABLE AT ALL TIMES, OR THAT ALL ERRORS WILL BE CORRECTED.

26. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY NOR ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The limitations contained in this Section apply to the fullest extent permitted by applicable law.

27. Indemnification

Customer agrees to defend, indemnify, and hold harmless Company and its affiliates, owners, officers, directors, employees, contractors, and agents from and against third-party claims, damages, liabilities, judgments, penalties, costs, and reasonable attorneys' fees arising out of or relating to:

• Customer's unlawful use of the Service;
• Customer Data supplied by Customer;
• Customer's failure to obtain necessary rights, permissions, or consents for Customer Data;
• Customer's violation of applicable law; or
• Customer's material breach of this Agreement.

28. Compliance With Law

Each party will comply with applicable laws and regulations relating to its performance under this Agreement.

Customer remains responsible for laws and regulations that apply specifically to Customer's activities, operations, membership records, fundraising activities, communications, ministries, and collection or use of personal information.

29. Governing Law

This Agreement and any dispute arising out of or relating to this Agreement or the Service will be governed by and construed under the laws of the State of Ohio, without regard to its conflict-of-law principles.

30. Informal Dispute Resolution

Before initiating arbitration or litigation, the complaining party must provide the other party written notice describing the dispute and the relief requested.

The parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after receipt of the notice.

31. Binding Arbitration

EXCEPT FOR CLAIMS ELIGIBLE FOR SMALL CLAIMS COURT, CLAIMS SEEKING TEMPORARY OR PERMANENT INJUNCTIVE RELIEF TO PROTECT INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION, OR DATA SECURITY, OR OTHER CLAIMS THAT CANNOT LAWFULLY BE SUBJECT TO ARBITRATION, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICE, OR THE RELATIONSHIP BETWEEN COMPANY AND CUSTOMER WILL BE RESOLVED BY BINDING ARBITRATION.

The arbitration will be conducted by a single neutral arbitrator in the State of Ohio in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA"), unless the parties mutually agree to another arbitration provider or procedure.

Unless the parties agree otherwise, the arbitration will take place in [COUNTY], Ohio.

The arbitrator may award any individual remedy that would otherwise be available in a court of competent jurisdiction, subject to the limitations contained in this Agreement.

Judgment on an arbitration award may be entered in any court having jurisdiction.

32. Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, CUSTOMER AND COMPANY EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY FOR DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE.

33. Class and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAIMS BETWEEN CUSTOMER AND COMPANY MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

Unless both parties agree otherwise in writing, an arbitrator may not consolidate the claims of more than one Customer and may not preside over a class, collective, or representative proceeding.

34. Ohio Venue for Non-Arbitrable Disputes

For any dispute that is not subject to arbitration under this Agreement, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in or having jurisdiction over [COUNTY], Ohio.

Each party waives any objection based upon inconvenient forum or similar grounds to proceedings brought in those courts.

35. Force Majeure

Company will not be liable for delay or failure to perform caused by circumstances beyond Company's reasonable control, including natural disasters, severe weather, fire, flood, war, terrorism, civil unrest, labor disputes, governmental actions, utility failures, Internet or telecommunications outages, cyberattacks, third-party cloud provider failures, epidemics, pandemics, or other events of similar nature.

36. Assignment

Customer may not assign or transfer this Agreement without Company's prior written consent.

Company may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or transfer of the Service or Company's business.

37. Changes to this Agreement

Company may update this Agreement from time to time.

If Company makes material changes, Company will provide reasonable notice through the Service, by email, through Company's website, or by another reasonable method.

Unless a different effective date is specified, updated terms will apply beginning with Customer's next subscription renewal or thirty (30) days after notice, whichever Company specifies in the notice, except where changes are required sooner by law or necessary to address security, fraud, or abuse.

38. Notices

Company may provide notices to Customer through email, the Service, Customer's account, or other contact information supplied by Customer.

Legal notices to Company must be sent to:

39. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, fiduciary relationship, agency relationship, or franchise between Company and Customer.

40. Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent permitted by law.

41. No Waiver

A party's failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

42. Survival

Provisions that by their nature should survive termination will survive, including provisions concerning Aggregated Data, confidentiality, intellectual property, payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

43. Entire Agreement

This Agreement, together with any applicable order form, subscription terms, privacy policy, data processing agreement, and other terms expressly incorporated by reference, constitutes the entire agreement between Customer and Company concerning the Service and supersedes prior or contemporaneous agreements, proposals, representations, or communications concerning the same subject matter.

If there is a conflict between this Agreement and a separately signed written agreement between Company and Customer, the separately signed agreement will control to the extent of the conflict.

44. Electronic Acceptance

Customer agrees that electronic acceptance of this Agreement has the same legal effect as a handwritten signature.

By clicking an acceptance button, creating or activating a subscription, signing an order form referencing this Agreement, or accessing the Service after being presented with this Agreement, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement.

44. Electronic Acceptance

Customer agrees that electronic acceptance of this Agreement constitutes Customer's signature and has the same legal force and effect as a handwritten signature.

By clicking "I Agree," "Accept," "Create Account," "Subscribe," or another button or electronic mechanism indicating acceptance of this Agreement, Customer acknowledges that:

• Customer has read and understands this Agreement;
• Customer agrees to be legally bound by this Agreement;
• the individual accepting this Agreement represents and warrants that he or she has authority to enter into this Agreement on behalf of the church, ministry, religious organization, nonprofit organization, or other entity identified in the Customer account; and
• Customer consents to the use of electronic records and electronic signatures in connection with this Agreement and the Service.

Company may maintain an electronic record of Customer's acceptance, including the date and time of acceptance, the identity and account information of the person accepting the Agreement, the version of the Agreement accepted, and other information reasonably necessary to document Customer's acceptance.