SoChurch, LLC TERMS OF SERVICE
THE FOLLOWING “TERMS OF SERVICE” GOVERN YOUR USE OF THE covechurch.sochurch.com WEBSITE MADE AVAILABLE BY SoChurch, LLC ("SoChurch”) FOR Church of the Cove AND ITS MEMBERS AND GUESTS. USE OF THIS WEBSITE REQUIRES CONSIDERATION FOR AND AS A CONDITION OF ALLOWING YOU TO VIEW OR REGISTER FOR THIS WEBSITE, YOUR HAVING READ AND ACCEPTED THE FOLLOWING TERMS OF USE (“The Agreement”). PLEASE READ THE AGREEMENT CAREFULLY. BY VIEWING, VISITING, USING, REGISTERING, OR INTERACTING WITH THIS WEBSITE, YOU ACCEPT THE TERMS OF THE AGREEMENT. INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON AT THE BOTTOM OF THE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY ALL THE TERMS, SELECT THE "DECLINE" BUTTON AT THE BOTTOM OF THE AGREEMENT AND THE REGISTRATION PROCESS WILL NOT CONTINUE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS AND THAT YOU ARE OVER THE AGE OF EIGHTEEN (18) YEARS OF AGE.
1. INTRODUCTION.
1.1 Cloud Computing Application and Ownership. SoChurch owns the proprietary computer software application known as the covechurch.sochurch.com created for Church of the Cove; and 1.2 Your Desired Computing Use. You desire to license the use of SoChurch’s proprietary computer software through covechurch.sochurch.com by remote access to a computing environment controlled by SoChurch in accordance with the terms and conditions of this Agreement.
2. DEFINITIONS.
- The definitions that follow apply to this Agreement:
- “User” means you; the person, company or legal entity granted the license to use SoChurch's proprietary computer software referenced in Section 1.1.
- “DMCA Copyright Policies” mean the DMCA copyright policy as set forth in SoChurch’s website and the DMCA copyright policy applicable to the Licensed Software as published by SoChurch from time-to-time.
- "Documentation" means help files made available electronically by SoChurch to the User.
- "Optional Enhancement" means any improvement, addition, update or revision to the License and/or Documentation that is developed by SoChurch.
- “Privacy Policies” mean the privacy policies as set forth in covechurch.sochurch.com as published by SoChurch from time-to-time.
- “Rules and Regulations” mean the reasonable rules and regulations related to the use of covechurch.sochurch.com as published by SoChurch from time-to-time.
- "Standard Enhancement" means any improvement, addition, update or revision to the License and/or Documentation that is implemented for the church and other organization websites created by SoChurch generally.
- "License" means a license to use SoChurch's proprietary computer software referenced in Section 1.1 together with related Documentation and including, at any given time, all previously implemented Standard Enhancements and any Optional Enhancements.
- “Terms of Service” means this document as published and as may be changed by SoChurch from time-to-time.
3. SUBSCRIPTION FOR LICENSED RIGHTS.
3.1 License for License. SoChurch hereby grants to the User, and the User hereby accepts from SoChurch, subject to compliance by the User with the terms and conditions hereof, a temporary, nonexclusive, nontransferable license to permit User to access and use covechurch.sochurch.com subject to and according to the rules, regulations and permission of Church of the Cove, which rules, regulations and permission of Church of the Cove may be granted, denied, rescinded, modified or changed in any part or in their entirety by SoChurch or Church of the Cove without prior notice to the User. Either SoChurch or Church of the Cove may terminate User’s license for, use of and access to covechurch.sochurch.com at any time with or without notice and for any reason or for no reason.
3.2 Restrictions on Licensed Rights. The User acknowledges that covechurch.sochurch.com is subject to copyrights owned by SoChurch and its licensors. The User is prohibited from copying, duplicating, or permitting anyone else to copy or duplicate covechurch.sochurch.com or any module or other portion thereof. The User is further prohibited from (a) using covechurch.sochurch.com to process any data other than the User's own data and (b) from modifying, adapting, or creating derivative works based on covechurch.sochurch.com. The User acknowledges that covechurch.sochurch.com contains information that is confidential and proprietary to SoChurch and its licensors that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from their disclosure or use and (b) is the subject of efforts by SoChurch that are reasonable under the circumstances to maintain its secrecy. The User is expressly prohibited from reverse engineering, reverse compiling, disassembling or otherwise deriving the source code for covechurch.sochurch.com.
3.3 Access Procedures. The User shall be assigned an alphanumeric user name which the User shall use in order to gain access to the Licensed Software. In addition, the User shall be assigned an alphanumeric password to access and use covechurch.sochurch.com. The User may be required to change such password from time to time in accordance with SoChurch’s or Church of the Cove’s own internal security policies. The User acknowledges and agrees that the User shall be solely responsible for maintaining the confidentiality of the user names and passwords, and the User shall be liable for any consequences that may result from their disclosure, including but not limited to any resulting access to, use of, or modification of covechurch.sochurch.com and access to, integrity of and loss of the User’s data that can be accessed using covechurch.sochurch.com.
3.4 No Access to Minors under the age of 13; User Obligation to Deny Access. Access and use of covechurch.sochurch.com is restricted to users thirteen years of age or older. The User must not allow or enable anyone under the age of thirteen (13) to use or access covechurch.sochurch.com.
3.5 SoChurch Computing Environment. The User acknowledges that covechurch.sochurch.com runs on software residing in the SoChurch computing environment, which comprises both servers and telecommunications services, and that certain uses of the capabilities offered by covechurch.sochurch.com may render covechurch.sochurch.com inaccessible or may impair the performance of the SoChurch computing environment for the User and/or covechurch.sochurch.com’s other users. In the event of any such use by the User, SoChurch shall so notify the User and the User shall be obligated to put an immediate stop to such use. In the event of the User's failure to put an immediate stop to such use, SoChurch reserves the right to terminate the User's access to covechurch.sochurch.com.
3.6 Prohibited Use of Licensed Software; Rules of Use. The User shall not cause or allow submission of any data or information to covechurch.sochurch.com of any illegal, misleading, defamatory, obscene, profane, confidential or proprietary to third parties, or inconsistent with the religious and non-political purposes of covechurch.sochurch.com as determined by SoChurch. Also, the User shall not use covechurch.sochurch.com for any illegal purpose, including but not limited to, uses in violation of the CAN-SPAM Act of 2003. SoChurch may enact and enforce reasonable rules of use as promulgated and amended from-to-time by SoChurch regulating the use of covechurch.sochurch.com by the User, and the User agrees to be bound by such rules. Church of the Cove may also enact and enforce reasonable rules of use as promulgated and amended from-to-time by Church of the Cove regulating the use of covechurch.sochurch.com by the User, and the User agrees to be bound by such rules also. Breach of such rules or this section may result in the offending information being removed by SoChurch, termination of this Agreement and/or denial of access to and use of covechurch.sochurch.com by User.
3.7 No Resale or Sublicensing of covechurch.sochurch.com. The limited license provided by SoChurch is only for the User’s use of covechurch.sochurch.com. The User shall not resell, sublicense, assign or otherwise allow the use of covechurch.sochurch.com by or for the benefit of any other person, entity or group without the express written approval of SoChurch.
4. SET UP AND CONFIGURATION.
4.1 Set Up. The User will be responsible for input of the User’s data and other information provided by the User as well as the User’s use of covechurch.sochurch.com.
4.2 Custom Configuration. SoChurch shall not be obligated to perform any custom configuration of the parameters of covechurch.sochurch.com. In the event that Church of the Cove desires custom configuration services, or wishes to request development of Optional Enhancements, SoChurch may agree to perform such work at additional cost and other terms to be set forth in a separate agreement between SoChurch and Church of the Cove.
5. MAINTENANCE.
5.1 Error Investigation. In the event that covechurch.sochurch.com becomes inaccessible or its operation deviates materially from the Documentation and such deviation can be replicated by the User, the User agrees to give SoChurch written notification of the inaccessibility or the deviation, and in the case of deviations, sufficient information to permit replication and analysis. Notwithstanding the foregoing, SoChurch shall have no obligation to the User to resolve any inaccessibility, deviation, error or other occurrences pertaining, directly or indirectly, to covechurch.sochurch.com.
5.2 Data Maintenance. It shall be the responsibility of the User to backup any and all of the User’s data. The User should not rely on covechurch.sochurch.com or SoChurch to store, archive or save any data or other information. The User acknowledges and agrees that SoChurch shall have no obligation or responsibility to the User for loss, destruction or damage to any data the User may input or store on covechurch.sochurch.com or in SoChurch’s computing environment.
5.3 Database Maintenance. SoChurch has the sole right to maintain and update the logical and physical organization and structure of the databases and files pertaining to covechurch.sochurch.com.
5.4 Standard Enhancements. SoChurch reserves the right, as reasonably necessary or convenient for SoChurch's own purposes or to improve the quality of covechurch.sochurch.com, to change access procedures, types of equipment utilized in the SoChurch computing environment, system interfaces, operating and other system and network software, utilities, and database software, and to implement Standard Enhancements to covechurch.sochurch.com. User understands and agrees that SoChurch shall not be required to give the User any advance notice of the scheduled implementation of any Standard Enhancement.
5.5 Access Interruptions. The User acknowledges and agrees that SoChurch may from time to time interrupt the User's ability to access covechurch.sochurch.com. User understands and agrees that SoChurch shall not be required to give the User any advance notice of any such interruption.
6. ACCESS AND USE
6.1 Authorized User. User is permitted to access covechurch.sochurch.com only if User is an Authorized User. “Authorized User” means a member or guest of an organization with a paid subscription to use covechurch.sochurch.com. Authorized Users are required to provide their full legal name, a valid email address, and any other information that is requested.
6.2 Username. Each Authorized User with a unique identifier may access and use the service. The Username shall only be used by the Authorized User to whom it is assigned, and it shall not be shared with, or used by any other person, including other Authorized Users.
6.3 Prohibited Access. Access to covechurch.sochurch.com via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of covechurch.sochurch.com is strictly prohibited.
7. OWNERSHIP.
7.1 Licensed Software; Documentation. The components of covechurch.sochurch.com and the software that runs covechurch.sochurch.com are subject to copyrights and other proprietary rights of SoChurch and its licensors. All rights, title and interest in and to covechurch.sochurch.com, the software that runs covechurch.sochurch.com, the Documentation and any and all modifications to the foregoing which are prepared by or for SoChurch shall not pass to the User, but shall remain with SoChurch and its licensors. SoChurch shall be the sole owner of all inventions, discoveries, improvements, or enhancements relating to covechurch.sochurch.com and the software that runs covechurch.sochurch.com (including without limitation any work of authorship that constitutes a "derivative work" of the Licensed Software within the meaning of the definition set forth in Section 101 of the U.S. Copyright Act), whether in written or unwritten form, that are developed by SoChurch.
7.2 User Data. User shall be responsible for the accuracy and legality of the User’s data and all information entered on covechurch.sochurch.com by User. User hereby grants to SoChurch a nonexclusive, perpetual, worldwide, paid-up license to use the User data that is collected or generated through use of covechurch.sochurch.com on SoChurch’s production server to perform SoChurch’s obligations under this Agreement and to analyze, transfer and use such the User data, and to disclose and distribute the User data, in an aggregated form from which all personally identifiable information has been removed, for purposes of benchmarking system performance, preparing statistics and system metrics, marketing and other purposes.
7.3 Unauthorized Use. User agrees to notify SoChurch immediately of the unauthorized possession, use, or knowledge of any component of the Licensed Software to which the User is given access under this Agreement and of other information made available to the User under this Agreement, by any person or organization not authorized by this Agreement to have such possession, use or knowledge. User must promptly furnish full details of such possession, use or knowledge to SoChurch, will assist in preventing the recurrence of such possession, use or knowledge, and will cooperate with SoChurch, at SoChurch’s expense, in any litigation against third parties deemed necessary by SoChurch to protect its proprietary rights. User's compliance with this Section shall not be construed in any way as a waiver of any right by SoChurch to recover damages or obtain other relief against the User for any act or omission which may have resulted in the unauthorized possession, use or disclosure.
8. CONFIDENTIAL INFORMATION. In connection with this Agreement, the User may have access to private and confidential information owned or controlled by SoChurch relating to equipment, apparatus, programs, software, specifications, drawings, pricing and other data. All such information acquired by the User under this Agreement shall be and remain SoChurch’s exclusive property, and the User shall keep any and all such information confidential and shall not copy or disclose it to others without SoChurch’s prior written approval, and shall return all tangible copies of such information to SoChurch promptly upon request.
9. DISPUTES, ARBITRATION; INJUNCTIVE RELIEF.
9.1 Disputes Generally. The parties hereby undertake to use good faith efforts to settle all disputes arising under this Agreement. Failing settlement, all disputes, including without limitation claims of breach of contract, fraud in the inducement and negligence, shall be referred to binding arbitration at the location of the party not demanding the arbitration in accordance with the applicable rules of arbitration of the American Arbitration Association.
9.2 Arbitrator. The parties shall use their best efforts to appoint an arbitrator who is knowledgeable in computer technology within seven (7) days after receipt by one party of the other party's notice of intention to arbitrate. If the parties are unable to agree on a single arbitrator within such period, either party may request appointment of an arbitrator by the American Arbitration Association, and the arbitrator so appointed shall be the sole arbitrator. The decision of the arbitrator shall be final and may be enforced in any court of competent jurisdiction.
9.3 Expense of Arbitration. The prevailing party in any proceeding shall be reimbursed by the other party for all expenses incurred in connection with arbitration, including but not limited to reasonable attorneys' fees.
9.4. Injunctive Relief. Notwithstanding anything else in this Agreement to the contrary and in addition to SoChurch’s arbitration rights, User acknowledges and agrees that, notwithstanding any other provisions of this Agreement, any breach or threatened breach of this Agreement by User will cause SoChurch irreparable damage for which recovery of money damages would be inadequate and that SoChurch therefore may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.
10. PROPRIETARY RIGHTS.
10.1 Infringement Claim. In the event of a claim that the covechurch.sochurch.com or the User's use of the covechurch.sochurch.com infringes any proprietary right of any third party, SoChurch shall have the option, at its own expense, and in addition to any other rights that SoChurch may have at law or in equity, to (a) obtain for the User the right to continue using the infringing item, (b) replace the infringing item or modify it so that it becomes noninfringing, or (c) terminate the User’s right to use covechurch.sochurch.com.
10.2 Notice by the User. User shall promptly notify SoChurch in the event of the threat or initiation of any claim, demand, action or proceeding to which any infringement claim set forth above may apply and shall assist SoChurch, at SoChurch's request and expense, in the defense or settlement of the matter.
10.3 Non-liability. SoChurch shall not be liable for any alleged infringement based upon modification of the Licensed Software by anyone other than SoChurch or use of the Licensed Software in combination with other products or services if such claim would have been avoided but for such modification or combination.
11. DISCLAIMERS, LIMITATION OF LIABILITY.
11.1 Disclaimer of Warranties. SoChurch provides covechurch.sochurch.com and its contents “AS IS.” SoChurch, Church of the Cove and our suppliers make no express warranties or guarantees about covechurch.sochurch.com. TO THE EXTENT PERMITTED BY LAW, SoChurch, Church of the Cove AND OUR SUPPLIERS DISCLAIM ANY AND ALL IMPLIED WARRANTIES INCLUDING ANY WARRANTY THAT covechurch.sochurch.com IS OR WILL BE MERCHANTABLE,OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NEITHER SoChurch NOR Church of the Cove GUARANTEE THAT covechurch.sochurch.com OR ITS CONTENT WILL MEET USER’S REQUIREMENTS, IS ERROR-FREE, RELIABLE, OR WILL OPERATE WITHOUT INTERRUPTION. Because some states do not permit disclaimer of implied warranties, the User may have additional consumer rights under your local laws.
11.2 Limitation of Liability. The User may not assert claims for money damages arising from covechurch.sochurch.com or its contents. SoChurch and its suppliers shall not be liable for any indirect, special, incidental, consequential or exemplary damages, even if SoChurch knew or should have known of the possibility of such damages. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability, and the liability of our company and suppliers, shall be limited to the extent permitted by law.
11.3. Indemnification. The User agrees to defend, indemnify, and hold harmless SoChurch, Church of the Cove and their respective employees, contractors, officers, directors, and agents from all liabilities, claims, and expenses, including attorney’s fees, that arise from User’s use or misuse of covechurch.sochurch.com. SoChurch reserves the right, at SoChurch’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate with SoChurch in asserting any available defenses.
11.4 Acknowledgment. The parties acknowledge that they have reached agreement in reliance on the disclaimers of warranty and limitations and exclusions of liability set forth in this Agreement and that the same form an essential basis of the bargain between the parties.
12. GENERAL TERMS.
12.1 Assignment. Neither this Agreement nor any rights granted hereby may be assigned by the User without the prior written consent of SoChurch.
12.2 Changes and Modification to the Terms of Use. SoChurch may change the terms of this Agreement at any time. User can review the most current version of this Agreement by clicking on covechurch.sochurch.com’s “Terms of Use” link. If the User continues to use covechurch.sochurch.com after SoChurch makes changes to this Agreement, the User signifies the User’s acceptance of the new terms by such continued use. The User is responsible for checking this Agreement on covechurch.sochurch.com periodically for any changes or modifications.
12.3 Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
12.4 Notices. All notices shall be in writing and shall be deemed to be delivered when deposited in the United States registered mails, postage prepaid, return receipt requested, or when sent by facsimile transmission promptly confirmed by return transmission. All notices shall be directed to the User or SoChurch at the respective addresses set forth below or to such other address as either party may, from time to time, designate by notice to the other party. Any notices sent by SoChurch or on its behalf to the User may be sent by email to the email address provided by the User and shall be delivered when thus sent.
12.5 Injunctive Relief. In the event that (a) the User attempts or threatens to use, copy, license, or convey covechurch.sochurch.com, any part thereof or any of the software, trademarks, trade secrets, confidential information or other intellectual property by SoChurch hereunder in a manner contrary to the terms of this Agreement, or (b) the User attempts or threatens to violate its obligations under this Agreement, SoChurch shall have, in addition to any other remedies available to it, the right to injunctive relief. Each party hereby acknowledges that other remedies at law are inadequate in the circumstances set forth herein.
12.6 Governing Law. This Agreement, and any and all tort claims that may arise in connection with covechurch.sochurch.com will be governed by the substantive laws of the State of Arizona because that is the state in which SoChurch has its main office.
12.7 Force Majeure. Neither party shall be liable for any damages or penalty for any delay in performance of, or failure to perform, any obligation hereunder or for failure to give the other party prior notice thereof when such delay or failure is due to the elements, acts of God, government regulation, political instability, acts of war, acts of terrorism, power outages, changes in law, internet disruption or other causes beyond that party's reasonable control.
12.8 Non-Waivers. No express or implied waiver by either party of any event of default hereunder shall in any way be, or be construed as, a waiver of any future or subsequent event of default.
12.9 Entire Agreement. The parties acknowledge that this Agreement, together with the Rules and Regulations, Privacy Policies, and DMCA Copyright Policies set forth the complete, exclusive and integrated understanding of the parties which supersedes all proposals or prior agreements, oral or written, and all other prior communications between the parties relating to the subject matter of this Agreement, provided however that Church of the Cove and SoChurch have a separate agreement that governs their relationship.
12.10 Export. The User shall not export or re-export covechurch.sochurch.com or any of the software or information related to covechurch.sochurch.com in violation of U.S. export laws.
