SoChurch, LLC

MASTER SERVICE AGREEMENT

SoChurch, LLC (“SoChurch”) IS WILLING TO ALLOW YOU TO SUBSCRIBE TO AND LICENSE THE SOFTWARE IDENTIFIED BELOW TO YOU IF YOU ACCEPT THE TERMS IN THIS AGREEMENT (“The Agreement”). PLEASE READ THE AGREEMENT CAREFULLY. BY LOGGING INTO OR USING THE LICENSED SOFTWARE, 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. 1.1 Cloud Computing Application and Ownership. SoChurch owns the proprietary computer software application known as the Licensed Software; and
    2. 1.2 Your Desired Computing Use. You desire to obtain a subscription to use SoChurch’s proprietary computer software 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:
    • “Customer” means 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 Customer.
    • “Optional Enhancement” means any improvement, addition, update or revision to the Subscription and/or Documentation that is developed by SoChurch and made available to Customer for an additional fee pursuant to a separate agreement between the Customer and SoChurch.
    • “Privacy Policies” mean the privacy policy as set forth in SoChurch’s website and the privacy policy applicable to the Licensed Software as published by SoChurch from time-to-time.
    • “Rules and Regulations” mean the reasonable rules and regulations related to the use of the Licensed Software as published by SoChurch from time-to-time.
    • “Service Rates” means the rates charged by SoChurch for services other than the Subscription Rates.
    • “Standard Enhancement” means any improvement, addition, update or revision to the Subscription and/or Documentation that is implemented for SoChurch’s customers generally at no additional fee.
    • “Subscription” 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 which may be implemented for Customer by SoChurch.
    • “Subscription Plan” means the particular plan for the various Subscription Rates chosen by the Customer.
    • “Subscription Rates” mean the applicable rates charged by SoChurch for the Subscription Plan in effect for each particular month of the Subscription Plan. The Subscription Rates in effect on the date that the Customer agreed to this Agreement have already been chosen by the Customer. SoChurch’s Subscription Rates as published by SoChurch in the Licensed Software, on SoChurch’s website or otherwise shall be deemed a part of this Agreement.
    • “Terms of Use” means the terms of use applicable to SoChurch’s website and the terms of use applicable to the use of the Licensed Software as published by SoChurch from time-to-time
    • “Thirty Day Free Trial” means the thirty day free trial referenced in Section 7.5.

    3. SUBSCRIPTION FOR LICENSED RIGHTS.

    1. 3.1 Subscription for License. SoChurch hereby grants to Customer, and Customer hereby accepts from SoChurch, during the term of this Agreement and subject to compliance by Customer with the terms and conditions hereof, a nonexclusive, nontransferable license to permit a number of concurrent users not exceeding the number set forth on the Subscription Plan to access and use the Licensed Software solely for purposes of managing Customer’s relationships with Customer’s own clients and customers.
    2. 3.2 Restrictions on Licensed Rights. Customer acknowledges that the Licensed Software is subject to copyrights owned by SoChurch and its licensors. Customer is prohibited from copying, duplicating, or permitting anyone else to copy or duplicate the Licensed Software or any module or other portion thereof. Customer is further prohibited from (a) using the Licensed Software to process any data other than Customer’s own data and (b) from modifying, adapting, or creating derivative works based on the Licensed Software. Customer acknowledges that the Licensed Software 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. Customer is expressly prohibited from reverse engineering, reverse compiling, disassembling or otherwise deriving the source code for the Licensed Software.
    3. 3.3 Access Procedures. Customer shall be assigned a unique alphanumeric user name which all of Customer’s authorized users shall use in order to gain access to the Licensed Software. In addition, Customer shall be given the opportunity to formulate unique alphanumeric passwords for the individuals whom Customer authorizes to access and use the Licensed Software. Customer shall also have the opportunity to change, or to require its users to change, such passwords from time to time in accordance with Customer’s own internal security policies. Customer acknowledges and agrees that Customer and the individuals Customer authorizes to access and use the Licensed Software shall be responsible for maintaining the confidentiality of the user name and passwords, and Customer 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 the Licensed Software and access to, integrity of and loss of the Customer data that can be accessed using the Licensed Software.
    4. 3.4 No Access to Minors; Customer Obligation to Deny Access. Customer must communicate to its members and guests that use of the Licensed Software is restricted to adults. Customer must include the following language in all invitations and descriptions pertaining to the use of the Licenses Software: “You must be 18 years old to visit this site” and “This site is not intended for minors and is not subject to the Children’s Online Privacy Protection Act (COPPA).”
    5. 3.5 SoChurch Computing Environment. Customer acknowledges that the Licensed Software resides in the SoChurch computing environment, which comprises both servers and telecommunications services, and that certain uses of the capabilities offered by the Licensed Software may render the software inaccessible or may impair the performance of the SoChurch computing environment for Customer and/or SoChurch’s other customers. In the event of any such use by Customer, SoChurch shall so notify Customer and Customer shall be obligated to put an immediate stop to such use. In the event of Customer’s failure to put an immediate stop to such use, SoChurch reserves the right to terminate Customer’s access to the Licensed Software.
    6. 3.6 Prohibited Use of Licensed Software; Rules of Use. Customer shall not cause or allow submission of any data or information to SoChurch or the Licensed Software of any illegal, misleading, defamatory, obscene, profane, confidential or proprietary to third parties, or inconsistent with the religious and non-political purposes of the Licensed Software as determined by SoChurch. Also, Customer shall not use the Licensed Software 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 the Licensed Software by Customer and its users, and Customer agrees to be bound by such rules. Breach of such rules or this section may result in the offending information being removed by SoChurch or termination of this Agreement.
    7. 3.7 No Resale or Sublicensing of Licensed Software. SoChurch provides the Licensed Software for the Customer’s use and the use of Customer’s members and guests. However, Customer shall not resell, sublicense, assign or otherwise allow the use of the Licensed Software by or for the benefit of any other person, entity or group without the express written approval of SoChurch.

    4. SET UP AND CONFIGURATION.

    1. 4.1 Set Up. Customer will be responsible for input of Customer’s data, setup, and implementation of the Licensed Software as described in the Documentation.
    2. 4.2 Custom Configuration. SoChurch shall not be obligated to perform any custom configuration of the parameters of the Licensed Software. In the event that Customer 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 Customer.

    5. MAINTENANCE.

    1. 5.1 Operational Support. A member of SoChurch’s client services support staff will be available during the hours of 9:00 am to 5:00 pm Arizona Time on work days to answer questions by telephone and email regarding the Licensed Software from any of the Customer’s representatives designed as “Global Administrators” by Customer and SoChurch. Customer shall be entitled to change any or all of the persons so designated to SoChurch through the Licensed Software or as otherwise allowed by SoChurch. In the event that SoChurch arranges for operational support services at other times, Customer shall be charged for operational support services at the applicable SoChurch Service Rates.
    2. 5.2 Error Investigation. In the event that the Licensed Software becomes inaccessible or its operation deviates materially from the Documentation and such deviation can be replicated by Customer, Customer shall give SoChurch written notification of the inaccessibility or the deviation, and in the case of deviations, sufficient information to permit replication and analysis. Upon receipt of notice from Customer of any inaccessibility or deviation, SoChurch shall use commercially reasonable efforts to diagnose the cause of the inaccessibility or deviation. Upon completion of the diagnosis, SoChurch shall advise Customer of the cause of the inaccessibility or deviation and shall use commercially reasonable efforts, without charge, to restore access to the Licensed Software or to correct or avoid the deviation. Notwithstanding the foregoing, SoChurch shall have no obligation to resolve any inaccessibility or deviation caused by (a) modification of the Licensed Software by anyone other than SoChurch, (b) use of the Licensed Software for any purpose other than intended, (c) misuse or incorrect use of the Licensed Software, or (d) malfunction of any Customer computer or any telecommunications services not under the control of SoChurch. With respect to any inaccessibility or deviation which SoChurch is not obligated to correct, Customer shall be invoiced for the cost of the diagnosis in accordance with the applicable SoChurch Service Rates.
    3. 5.3 Data Maintenance. It shall be the responsibility of Customer to implement the data archive procedures resident in the Licensed Software at regular intervals, and Customer acknowledges that SoChurch shall have no obligation or responsibility to Customer for loss, destruction or damage to any data Customer may store in SoChurch’s computing environment.
    4. 5.4 Database Maintenance. SoChurch has the sole right and responsibility to maintain and update the logical and physical organization and structure of the databases and associated files within the Licensed Software. In connection with maintenance and update pertaining to Optional Enhancements requested by the Customer, Customer shall provide to SoChurch any testing assistance that SoChurch may reasonably request.
    5. 5.5 Standard Enhancements. SoChurch reserves the right, as reasonably necessary or convenient for SoChurch’s own purposes or to improve the quality of the Licensed Software, 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 the Licensed Software. Whenever practicable, SoChurch shall give Customer at least twenty-four (24) hours advance notice of the scheduled implementation of any Standard Enhancement.
    6. 5.6 Access Interruptions. Customer acknowledges and agrees that in order for SoChurch to perform the maintenance services set forth herein, SoChurch may be required from time to time to interrupt Customer’s ability to access the Licensed Software. Insofar as practicable, SoChurch shall confine such interruptions to scheduled interruptions and give Customer at least twenty-four (24) hours notice of a scheduled interruption.

    6. OPTIONAL ENHANCEMENTS, CONFIGURATION AND OTHER SERVICES.

    1. 6.1 Optional Enhancements. SoChurch may develop Optional Enhancements requested by the Customer, if any, in accordance with a separate agreement to be entered into by the parties.
    2. 6.2 Other Optional Services. Customer may request optional services not otherwise provided for in this Agreement at any time. Customer shall be charged for such services at the SoChurch Service Rates.

    7. PAYMENTS.

    1. 7.1 Payment of Subscription Rates. In return for the license granted in Section 3 and the maintenance services described in Section 5, Customer shall pay the Subscription Rates chosen by Customer on a timely basis. The Subscription Rates for the periods chosen by Customer shall be due and payable upon the beginning of each such period. The Subscription Rates for each subsequent renewal period shall be SoChurch’s standard Subscription Rates in effect at the beginning of each such renewal term and shall be payable not later than the first day of each such renewal term.
    2. 7.2 Optional Services. Customer shall be charged at the SoChurch Service Rates for all optional services performed by SoChurch in accordance with the provisions of Section 6.
    3. 7.3 Taxes. All amounts described herein are exclusive of all federal, state, municipal or other governmental excise, sales, value-added, use, personal property and occupational taxes, excises, withholding obligations and other levies now in force or enacted in the future and, accordingly, the amount of all payments hereunder is subject to an increase equal to the amount of any tax SoChurch may be required to collect or pay in connection with the Licensed Software and related services other than any tax on the net income of SoChurch.
    4. 7.4 Payment Terms and Renewals. All amounts due and payable to SoChurch hereunder shall be remitted by Customer at the time of Customer’s Subscription or renewal of Customer’s Subscription. Continued use of the Licensed Software by Customer or its members or guests shall automatically renew Customer’s Subscription at the Subscription Rates then in effect.
    5. 7.5 Thirty Day Free Trial. Customer may subscribe to and use the Licensed Software without any Subscription Rate charges for the first thirty days from the time Customer agrees to this Agreement. Afterwards, Customer will be charged the Subscription Rates according to the Subscription Plan chosen by Customer unless Customer cancels the Subscription Plan by prior written notice to SoChurch within that same thirty days.
    6. 7.6 Refund Policy – No Refunds. SoChurch does not offer refunds because every Customer has the Thirty Day Free Trial to test the Licensed Software. Customer further benefits because only the current term of Customer’s Subscription Plan is paid up front, and Customer can cancel any future terms of the Subscription Plan by written notice to SoChurch not less than thirty (30) days prior to the expiration of any term – all without any additional charge or penalty.

    8. OWNERSHIP.

    1. 8.1 Licensed Software; Documentation. The components of the Licensed Software are subject to copyrights and other proprietary rights of SoChurch and its licensors. All rights, title and interest in and to the Licensed Software, the Documentation and any and all modifications to the foregoing which are prepared by or for SoChurch shall not pass to Customer, but shall remain with SoChurch and its licensors. SoChurch shall be the sole owner of all inventions, discoveries, improvements, or enhancements relating to the Licensed Software (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.
    2. 8.2 Customer Data. Any Customer data that is collected or generated through use of the Licensed Software on SoChurch’s production server shall be deemed Confidential Information of Customer, which shall be subject to the provisions of Section 9.1. Customer shall be responsible for the accuracy and legality of the Customer data. Customer hereby grants to SoChurch a nonexclusive, perpetual, worldwide, paid-up license to use Customer data that is collected or generated through use of the Licensed Software on SoChurch’s production server to perform SoChurch’s obligations under this Agreement and to analyze, transfer and use such Customer data, and to disclose and distribute Customer 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.
    3. 8.3 Unauthorized Use.
      • (a) Customer agrees to notify SoChurch immediately of the unauthorized possession, use, or knowledge of any component of the Licensed Software to which Customer or its members or guests is given access under this Agreement and of other information made available to Customer under this Agreement, by any person or organization not authorized by this Agreement to have such possession, use or knowledge. Customer will 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. Customer’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 Customer for any act or omission which may have resulted in the unauthorized possession, use or disclosure.
      • (b) SoChurch agrees to notify Customer immediately of the unauthorized possession, use, or knowledge of any Customer data furnished to SoChurch by Customer or otherwise accessible by SoChurch under this Agreement and of other information made available to Customer under this Agreement, by any person or organization not authorized by this Agreement to have such possession, use or knowledge. SoChurch will promptly furnish full details of such possession, use or knowledge to Customer, will assist in preventing the recurrence of such possession, use or knowledge, and will cooperate with Customer, at Customer’s expense, in any litigation against third parties deemed necessary by Customer to protect its proprietary rights. SoChurch’s compliance with this Section shall not be construed in any way as a waiver of any right by Customer to recover damages or obtain other relief against SoChurch for any act or omission which may have resulted in the unauthorized possession, use or disclosure.

    9. CONFIDENTIAL INFORMATION.

    1. 9.1 General Obligations. In connection with this Agreement, Customer and its employees, agents, contractors, members and guests 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. Similarly, SoChurch and its employees and agents may have access to Customer data that is collected or generated through use of the Licensed Software on SoChurch’s production server. All such information acquired by either party under this Agreement through its employees, members, guests or agents shall be and remain its owner’s exclusive property, and the receiving party shall keep, and shall obligate its employees, members, guests, agents and contractors to keep, any and all such information confidential and shall not copy or disclose it to others without the owner’s prior written approval, and shall return all tangible copies of such information to the owner promptly upon request. Nothing herein shall limit either party’s use or dissemination of information not actually derived from the other party or information which has been or subsequently is made public by the owner or with the owner’s consent.
    2. 9.2 Terms of Agreement. Customer acknowledges that all of the terms of this Agreement, including without limitation, the Subscription Rates and the payment schedule, are considered confidential and proprietary by SoChurch, and are to be held in confidence by Customer and its employees and agents in accordance with Section 9.1.

    10. LIMITED WARRANTY; DISCLAIMER.

    1. 10.1 Limited Warranty. SoChurch warrants that, during the term of the Agreement, the performance of the Licensed Software will not deviate materially from the Documentation.
    2. 10.2 Exclusive Remedy. In the event of any failure by the Licensed Software to perform, in any material respect, in accordance with the warranty set forth herein, the only liability of SoChurch to Customer, and Customer’s sole and exclusive remedy, shall be to cancel Customer’s Subscription with thirty (30) days prior written notice to SoChurch at which time Customer and its members and guests shall stop using the Licensed Software.
    3. 10.3 Disclaimers. THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU OF, AND SOCHURCH HEREBY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE LICENSED SOFTWARE FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SOCHURCH AND ITS LICENSORS DO NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE DATA OR OTHER RESULTS GENERATED BY THE LICENSED SOFTWARE WILL BE ACCURATE OR COMPLETE. IT IS THE RESPONSIBILITY OF CUSTOMER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ALL DATA AND RESULTS GENERATED THROUGH THE USE OF THE LICENSED SOFTWARE.

    11. DISPUTES, ARBITRATION.

    1. 11.1 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 in Phoenix, Arizona in accordance with the Commercial Rules of Arbitration of the American Arbitration Association.
    2. 11.2 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.
    3. 11.3 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.

    12. TERM AND TERMINATION.

    1. 12.1 Initial Term; Renewal. The term of this Agreement shall commence upon the date that Customer first agrees to this Agreement and shall remain in effect during the Subscription Plan chosen by Customer and any renewal periods, unless sooner terminated in accordance with Section 12.2. Following the expiration of its initial term, this Agreement shall be automatically renewed for subsequent periods of the same duration as the Subscription Plan chosen by Customer unless either party gives written notice to the other party, not less than thirty (30) days prior to the expiration of any term, of its intention not to renew.
    2. 12.2 Termination. SoChurch may terminate this Agreement immediately and without prior notice in the event of (1) non-payment or late payment by Customer (2) use of the Licensed Software in a way that SoChurch reasonably believes is a violation of law, may result in serious injury or damage to any party or any non-party or (3) material violations of the reasonable rules of use of the Licensed Software as promulgated by SoChurch from time-to-time. This Agreement and the licensed rights granted hereunder may be terminated by either party in the event that the other party has not performed any material obligation or has otherwise breached any material term of this Agreement (a) immediately upon receipt of written notice thereof if the breach or nonperformance is incapable of cure, or (b) upon the expiration of thirty (30) days (or any longer cure period authorized by the nonbreaching party with respect to any individual breach) after receipt of written notice by mail or email thereof if the breach or nonperformance is capable of cure and has not then been cured.
    3. 12.3 Subsequent Obligations. Customer’s and its members’ and guests’ access codes for the Licensed Software shall be terminated on the effective date of any termination or expiration of this Agreement, and Customer and its authorized users shall thereupon have no further ability to access or use the Licensed Software or any data Customer may have stored in the SoChurch computing environment. SoChurch shall retain all Customer data stored in SoChurch’s computing environment for a period of thirty (30) days after the effective date of any termination or expiration of this Agreement, and so long as Customer has paid all amounts due to SoChurch in accordance with Section 7, SoChurch shall during such thirty (30) day period provide a copy of such data, in the form and format in which it is stored in SoChurch’s computing environment, to Customer at Customer’s request and expense. Upon the expiration of such thirty (30) day period, Customer agrees that SoChurch may purge all Customer data from the SoChurch computing environment.

    13. PROPRIETARY RIGHTS.

    1. 13.1 Infringement Claim. In the event of a claim that the Licensed Software or Customer’s use of the Licensed Software in accordance with the terms of this Agreement infringes any proprietary right of any third party, SoChurch shall have the option, at its own expense, to (a) obtain for Customer 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 Subscription and licensed rights granted herein.
    2. 13.2 Notice by Customer. Customer 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.
    3. 13.3 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.

    14. LIMITATION OF LIABILITY.

    1. 14.1 Limitations and Exclusions. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOST BUSINESS, LOST DATA, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER IS RESPONSIBLE FOR DETERMINING WHETHER THE LICENSED SOFTWARE IS SUITABLE FOR CUSTOMER’S INTENDED USES. CUSTOMER UNDERSTANDS THAT USEAGE MAY NOT BE UNINTERUPTED AND ERROR-FREE.
    2. 14.2 Maximum Aggregate Liability. THE TOTAL AGGREGATE LIABILITY OF SOCHURCH UNDER THIS AGREEMENT, WHETHER ARISING OUT OF BREACH OF CONTRACT (INCLUDING BUT NOT LIMITED TO BREACH OF WARRANTY) OR TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), SHALL IN NO EVENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO SOCHURCH BY CUSTOMER UNDER THIS AGREEMENT FOR THE THREE (3) MONTHS PRECEEDING THE TIME DURING WHICH THE CLAIM(S) AROSE NOT TO EXCEED A TOTAL THREE (3) MONTHS FOR ALL CLAIMS.
    3. 14.3 Acknowledgment. The parties acknowledge that they have reached agreement on Subscription Rates and other charges set forth in this 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.

    15. GENERAL TERMS.

    1. 15.1 Assignment. Neither this Agreement nor any rights granted hereby may be assigned by Customer without the prior written consent of SoChurch.
    2. 15.2 Modification. This Agreement can only be modified by a written agreement duly signed by persons authorized to sign agreements on behalf of Customer and of SoChurch, and variance from the terms and conditions of this Agreement in any written notification given by either party shall have no force or effect.
    3. 15.3 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.
    4. 15.4 Relationship of Parties. SoChurch and Customer will be and shall act as independent contractors, and neither party is authorized to act as or shall be an agent or partner of, or joint venturer with, the other party for any purpose. Neither party by virtue of this Agreement shall have any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
    5. 15.5 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, by telegram or by telex. All notices shall be directed to Customer 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.
    6. 15.6 Injunctive Relief. In the event that (a) Customer or any of its members or guests attempts or threatens to use, copy, license, or convey the items supplied by SoChurch hereunder in a manner contrary to the terms of this Agreement, or (b) either party attempts or threatens to violate its obligations under Section 9, the aggrieved party 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.
    7. 15.7 Governing Law. This Agreement, and any and all tort claims that may arise in connection with the Licensed Software and any related services, will be governed by the substantive laws of the State of Arizona because that is the state in which SoChurch has its main office.
    8. 15.8 Force Majeure. Except for the Customer’s failure to make required payments, 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.
    9. 15.9 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.
    10. 15.10 Survival. The respective rights and obligations of the parties under Sections 7, 8, 9, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.
    11. 15.11 Entire Agreement. The parties acknowledge that this Agreement, together with the Subscription Rates, Rules and Regulations, Privacy Policies, DMCA Copyright Policies, and Terms of Use 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.
    12. 15.12 Nonsolicitation. During the term of this Agreement and for a period of one (1) year after its termination, neither party shall, without the prior written consent of the other party, employ or otherwise engage, or offer to employ or otherwise engage, any person who is then employed by the other party or whose employment with the other party has been terminated, for any reason other than the convenience of the other party, during the six (6) month period immediately preceding the date on which an offer of employment would be made but for the provisions of this Section.
    13. 15.13 Export. Customer shall not export or re-export the Licensed Software in violation of U.S. export laws.