Terms and Conditions - Seraphim Software

SERAPHIM® USER LICENSE AGREEMENT

THIS SERAPHIM® USER LICENSE AGREEMENT (this “Agreement”) governs your use of Seraphim®, a proprietary product of SERAPHIM SOFTWARE, LLC, a Pennsylvania limited liability company (“Company”). Your use of Seraphim® is conditioned upon your acceptance and strict compliance with the terms and conditions set forth herein. You indicate your acceptance of this Agreement by indicating such acceptance when prompted. Hereinafter, “you,” “your” and “User” refer to the person who accepted the terms and conditions of this Agreement as set forth above.

RETICALS

Company provides its clients with a subscription to its proprietary product, Seraphim®, which allows its clients to access Seraphim® for the purpose of performing database activities on church and faith-based entities.

A customer or customers of Company (each, a “Customer”) has registered you with Company to enable you to have access to and use Seraphim®, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of permitting User access to Seraphim® and intending to be legally bound hereby, User hereby declares, promises and agrees with Company as follows:

AGREEMENT

Incorporation of Recitals. The foregoing paragraphs entitled “Recitals” are hereby incorporated herein.

Ownership of Seraphim®. User acknowledges: that Company is sole owner of its proprietary product, Seraphim®, including, without limitation, all right, title and interest in Seraphim® and all intellectual property rights associated with Seraphim® (including derivatives thereof); that nothing contained herein shall be construed to give User any ownership rights in Seraphim®; and that no other rights or licenses are granted or implied to User, except as expressly set forth herein.

Revocable License. Upon the terms and conditions contained herein, Company grants to User, and User hereby accepts from Company, a non-transferable, nonexclusive, revocable license (the “License”) to use Seraphim® for the sole purpose of logging in to perform church membership and faith-based database activities, and only to the extent permitted by Customer.

Certain License Terms and Conditions. User’s License is subject to User’s full, strict and complete compliance with the conditions set forth below:

a. User shall not employ any type of software, hardware, “bots” or any devices or methods of any kind which operate on behalf of User to populate information within Seraphim®.

b. User shall not use any software application or browser “plug-in” to automatically or programmatically “refresh” User’s Seraphim® connected web browser or otherwise access the Seraphim® system more frequently than once per minute. Clicks or “refreshes” that are directly enacted by a human being, in any frequency, are permitted.

c. User shall not publish, display or distribute “screenshots” (screen snapshots) of Seraphim®.

d. User shall not attempt to circumvent or aid others in the circumvention of any security measures that are a part of Seraphim®.

e. User understands and acknowledges that use with Seraphim® of any software application or browser “plug-in” operated by or on behalf of User is at the User’s own risk; such software may, at any time, at the sole discretion of Company, be determined by Company to be adverse to the proper operation of Seraphim® and may be rejected or blocked from use with Seraphim®.

f. User understands and acknowledges that Company has no obligation to maintain any degree of compatibility between Seraphim® and any software application or browser “plug-in” operated by or on behalf of the user unless such software is also provided by Company.

e. User will comply with the Statements of Rights and Responsibilities attached hereto as Exhibit A.

Notification of Seraphim® Administrator(s). Upon confirmation of any User violation of this Agreement, notification will be made to Customer’s Seraphim® administrator(s) who may address such violation of this Agreement in a manner that is consistent with Customer’s policies and agreement with Company, including, without limitation, termination of User’s access and use of Seraphim®.

Termination. User’s License shall terminate automatically and without notice if Customer is no longer a duly authorized subscriber to Seraphim® for any reason, or if Customer notifies Company of its intent to terminate User’s access and use of Seraphim® for any reason, including User’s violation of this Agreement. Notwithstanding anything contained or construed in this Agreement to the contrary, Company shall have the right, in its sole and unfettered discretion, to terminate User’s License with or without cause, for any reason or no reason, at any time and without notice.

Release. User, on behalf of User and User’s heirs, personal representatives, executors, administrators, successors and assigns (collectively, “Releasors”) hereby unconditionally releases, remises and forever discharges Company and Customer, together with their principals, directors, officers, employees, attorneys, agents, representatives, affiliates, successors, and assigns (individually and collectively, the “Releasees”), of and from any and all debts, obligations, demands, proceedings, agreements, contracts, judgments, damages, accounts, reckonings, executions, claims and liabilities whatsoever of every name and nature, whether known or unknown, contingent or unliquidated, at law or at equity, in contract, tort, or otherwise, if any, which the Releasors, or any of them, ever had, now have, claim to have had, now claim to have or hereinafter can, shall or may claim to have against the Releasees, or any of them, for or by reason of any cause, matter or thing whatsoever, arising from any and all claims or causes of action that the Releasors have had, have, or may have relating to, resulting from, arising from, or incidental to the License and User’s use of Seraphim® thereunder.

Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Governing Law. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the Commonwealth of Pennsylvania without giving effect to otherwise applicable principles of conflicts of law. Any action or counterclaim hereon shall be commenced or asserted, as the case may be, only in the Court of Common Pleas of Chester County, Pennsylvania or the United States District Court for the Eastern District of Pennsylvania. All parties hereto consent to the jurisdiction of such courts and waive any objection based on forum non conveniens.

Headings. The section headings of this Agreement are for convenience only, form no part of this Agreement and shall not affect its interpretation. By clicking “I Agree,” below, User hereby indicates User’s acceptance of the terms and conditions contained in this Agreement.

Exhibit A

Statement of User Rights and Responsibilities

Sharing Your Content and Information.

You own all of the content and information you post on Seraphim®; you can control how it is shared through your privacy and application settings. In addition:

a. For content that is covered by intellectual property rights, like photos and videos (“IP content”), you specifically grant to Company, subject to your privacy and application settings, a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Seraphim® (the “IP License”). This IP License ends when you delete your IP content or when your account is terminated, unless your IP content has been shared with others, and they have not deleted it.

b. When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. You understand that deleted IP content may persist in Company’s backup copies for a reasonable period of time, but will not be available to others.

c. When you use an application, the application may ask for your permission to access your content and information as well as content and information that others have shared with you. We require applications to respect your privacy, and your agreement with that application will control how the application can use, store, and transfer that content and information.

d. When you publish content or information using the “Public” setting, it means that you are allowing everyone, including people off of Seraphim®, to access and use that information, and to associate it with you (i.e., your name and profile picture).

e. We always appreciate your feedback or other suggestions about Seraphim®, but you understand that we may use them without any obligation to compensate you for them. You have no obligation to offer any feedback to Company.

Safety.

We do our best to keep Seraphim® safe, but we cannot guarantee it. We need your help to keep Seraphim® safe, which includes the following commitments by you:

a. You will not post unauthorized commercial communications (such as spam) on Seraphim®.

b. You will not collect other users’ content or information, or otherwise access Seraphim®, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our prior permission.

c. You will not engage in unlawful multi-level marketing, such as a pyramid scheme, on Seraphim®.

d. You will not upload viruses or other malicious code into Seraphim®.

e. You will not solicit login information or access an account belonging to someone else.

f. You will not bully, intimidate, or harass any other user.

g. You will not post content that: is hate speech, threatening, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence.

h. You will not develop or operate a third-party application containing alcohol-related, dating or other mature content (including advertisements) without appropriate age-based restrictions.

i. You will not use Seraphim® to do anything unlawful, misleading, or malicious.

j. You will not do anything that could disable, overburden, or impair the proper working or appearance of Seraphim®, such as a denial of service attack or interference with page rendering or other Seraphim® functionality.

k. You will not facilitate or encourage any violations of this Statement or our other policies.

Registration and Account Security.

Users provide their real names and information, and we need your help to keep it that way. Here are some commitments you make to Company relating to registering and maintaining the security of your account:

a. You will not provide any false personal information on Seraphim®, or create an account for anyone other than yourself without permission from Company.

b. You will not create more than one personal account.

c. If we disable or terminate your account, you will not create another one without our permission.

d. You will not use Seraphim® if you are under 13.

e. You will not use Seraphim® if you have been convicted of sex crimes in any jurisdiction.

f. You will keep your contact information accurate and up-to-date.

g. You will not share your password (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account.

h. You will not transfer your account (including any Page or application you administer) to anyone without first getting our written permission.

i. If you select a username or similar identifier for your account or Page, we reserve the right to remove or reclaim it if we believe it is appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).

Protecting Other People’s Rights. We respect other people’s rights, and expect you to do the same. You agree to the following: a You will not post content or take any action on Seraphim® that infringes or violates someone else’s rights or otherwise violates the law.

b. We can remove any content or information you post on Seraphim® if we believe that it violates this Statement or our other policies.

c. If we remove your content for infringing someone else’s copyright, and you believe we removed it by mistake, we will provide you with an opportunity to discuss the matter with us.

d. If you repeatedly infringe other people’s intellectual property rights, we will disable or terminate your account when appropriate.

e. If you collect information from other users, you will: (i) obtain their consent, (ii) make it clear you (and not Company) are the one collecting their information, (iii) and post a privacy policy explaining what information you collect and how you will use it.

Mobile and Other Devices. a. We currently provide our mobile services included in Customer’s subscription fee, but please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply.

b. In the event you change or deactivate your mobile telephone number, you will update your account information on Seraphim® within 48 hours to ensure that your messages are not sent to the person who acquires your old number.

c. You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on Seraphim®.

Payments and Online Giving.

If you make a payment on Seraphim®, you agree to our payment terms. WE TRY TO KEEP Seraphim® UP, BUG-FREE, AND SAFE, BUT YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT YOU ARE USING IT AT YOUR OWN RISK. WE ARE PROVIDING Seraphim® AS IS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT Seraphim® WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT Seraphim® WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. Seraphim® IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. WE WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR YOUR USE OF Seraphim®, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR YOUR USE OF Seraphim® WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU HAVE PAID US IN THE MOST RECENTLY CONCLUDED TWELVE MONTH PERIOD. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, COMPANY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.