Terms and Conditions

The Parties

These Terms and Conditions (the “Terms” or this “Agreement”) are entered into by and between:

• The Safer Church, L.L.C., an Arizona limited liability company with its principal place of business at 4539 N 22nd St Ste R, Phoenix, AZ 85016-4639 (“Provider,” “The Safer Church,” “we,” “us,” or “our”); and
• the organization (typically a church, ministry, or related nonprofit or for-profit entity) that creates an account, subscribes to the Service, or otherwise uses the Service (“Customer,” “you,” or “your”).

Each is a “Party” and together the “Parties.” The individual who accepts these Terms on Customer’s behalf represents and warrants that they are at least eighteen (18) years of age and have the authority to bind Customer to these Terms.

Plain-English Overview

1. Acceptance of These Terms

1.1 How You Accept

You accept these Terms by: (a) clicking a checkbox, button, or similar mechanism indicating your acceptance during account registration or subscription checkout; (b) signing an order form, statement of work, or other written instrument that references these Terms; or (c) using or continuing to use the Service after these Terms (or any updated version) take effect. Each of (a), (b), and (c) is a binding acceptance.

1.2 Updates to These Terms

We may update these Terms from time to time. For non-material changes (typographic corrections, clarifications, references to renamed features), the updated Terms take effect when posted. For material changes (changes that affect Customer’s rights or obligations in a meaningful way), we will provide at least thirty (30) days’ advance notice via email to Customer’s primary administrator and by posting the updated Terms with a new effective date. If Customer continues to use the Service after a material change takes effect, Customer accepts the updated Terms. If Customer does not accept a material change, Customer’s exclusive remedy is to terminate the Subscription under Section 19 within sixty (60) days of the change’s effective date and request a pro-rated refund of any prepaid, unused fees attributable to the period following termination.

2. Definitions

Capitalized terms have the meanings given below or where first defined in these Terms.

2.1 “Account” means Customer’s account with Provider, through which Customer subscribes to and uses the Service.

2.2 “Authorized User” means an individual designated by Customer — typically a member of Customer’s safety, security, ministry, or office staff — who is granted access to the Service through Customer’s tenant. Authorized Users must be at least eighteen (18) years of age.

2.3 “Beta Features” has the meaning given in Section 13.

2.4 “Confidential Information” has the meaning given in Section 12.

2.5 “Customer Data” means all data, content, files, photographs, and other information that Customer or any Authorized User submits to or generates through the Service, including but not limited to: member rosters, contact information, schedule responses, situation reports, bulletins, persons-of-interest records and photographs, and audit-log entries attributable to Customer’s tenant.

2.6 “Documentation” means the user-facing help materials, demo scripts, and operational documentation Provider makes generally available with the Service.

2.7 “Fees” means the subscription fees and any other amounts payable by Customer under these Terms, as set forth in the Plan Customer selects at sign-up or in any applicable order form.

2.8 “Feedback” means any suggestions, comments, ideas, improvement requests, bug reports, feature requests, or other input regarding the Service that Customer or any Authorized User provides to Provider, in any form.

2.9 “Plan” means the subscription tier Customer selects (e.g., Starter, Standard, Large), with its associated user limit, included features, and pricing, as published at https://www.thesaferchurch.com or in an applicable order form at the time of Customer’s selection.

2.10 “Privacy Policy” means Provider’s privacy policy then in effect at https://www.thesaferchurch.com/privacy.html (or such successor URL as Provider may designate).

2.11 “Service” means the multi-tenant software-as-a-service platform branded as “The Safer Church,” including the web application, application programming interfaces (APIs), and supporting infrastructure made available to Customer at Customer’s designated subdomain.

2.12 “Subscription Term” means the duration of Customer’s paid subscription, as described in Section 19.1.

3. Accounts and Authorized Users

3.1 Account Creation

To use the Service, Customer must create an Account through the Service’s self-serve sign-up flow or through an order form provided by Provider. The individual creating the Account must have authority to bind Customer and will be designated the primary administrator.

3.2 Designated Administrators

Customer will designate at least one (1) primary administrator and is encouraged to designate at least one (1) backup administrator, and will keep their contact information current with Provider. Provider will rely on instructions from designated administrators as authorized acts of Customer.

3.3 Authorized User Limits

Customer’s Plan specifies a maximum number of Authorized Users. Provider may, at its sole discretion, allow temporary discretionary overage (typically up to ten percent (10%) of the Plan limit) without an immediate Plan upgrade. Sustained use above the Plan limit will be addressed by upgrade to the appropriate Plan, and Customer agrees to true up its Plan if the user count materially exceeds the Plan limit.

3.4 Account Security

Customer is responsible for: (a) maintaining the confidentiality of credentials issued to Authorized Users; (b) ensuring that all Authorized Users complete two-factor authentication enrollment before using the Service; (c) promptly disabling access for any Authorized User who departs Customer’s safety team or whose role no longer requires access; (d) promptly notifying Provider at security@thesaferchurch.com of any suspected unauthorized access to or use of the Account; and (e) ensuring Authorized Users comply with the use restrictions in Section 5.

3.5 Age Requirement

The Service is intended for use by adults (eighteen (18) years of age or older). Customer represents that it will not invite, provision, or otherwise grant Authorized-User access to any individual under the age of eighteen.

4. The Service; License Grant

4.1 License

Subject to Customer’s compliance with these Terms and the timely payment of Fees, Provider grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the Subscription Term, to access and use the Service through Authorized Users solely for Customer’s internal church safety, security, scheduling, and communications purposes.

4.2 Tenant Provisioning

Provider will provision Customer a dedicated subdomain at [name].thesaferchurch.app. Customer Data is logically isolated by a unique tenant identifier; the underlying infrastructure (database, compute, storage) is shared across all Provider tenants. Provider’s tenant-isolation controls are described at a high level in Provider’s then-current Architecture & Security Document, available to Customer’s designated administrator on request.

4.3 Provider Ownership

As between the Parties, Provider owns and reserves all right, title, and interest in and to the Service, including all software, designs, documentation, trademarks, and improvements thereto, except for the limited license expressly granted in Section 4.1. No rights are granted by implication, estoppel, or otherwise.

4.4 Service Updates

Provider may modify the Service from time to time, including by adding, removing, or changing features. Provider will not materially degrade the core functionality on which Customer reasonably relies without at least thirty (30) days’ prior written notice to Customer’s primary administrator, except where a shorter period is required to address a security or legal issue.

5. Acceptable Use; Restrictions

5.1 Restrictions

Customer will not, and will not permit any Authorized User or third party to: (a) reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Service, except to the extent such restriction is prohibited by applicable law; (b) resell, sublicense, rent, lease, or otherwise make the Service available to any third party as a service; (c) use the Service for any unlawful purpose or in violation of any applicable law, including privacy, anti-discrimination, defamation, harassment, child-protection, and consumer-protection laws; (d) interfere with or disrupt the security, integrity, or performance of the Service; (e) attempt to access another tenant’s data or any portion of the Service not authorized for Customer; (f) use any robot, spider, scraper, or other automated means to bulk-export Customer Data in a manner that materially exceeds normal operational use; (g) use the Service to send unsolicited commercial messages of any kind, or to send messages to recipients who have not consented to receive them as required by applicable law; or (h) remove, obscure, or alter any proprietary notices in the Service.

5.2 Lawful Use; Persons of Interest

Customer represents and warrants that its collection, use, and submission of Customer Data — including any persons-of-interest records, photographs, and trespass designations — comply with all applicable laws, including privacy, defamation, anti-discrimination, public-accommodation, and church-related laws of the jurisdictions in which Customer operates. Customer is solely responsible for the accuracy and lawfulness of Customer Data.

5.3 Member Notice

Customer is responsible for providing to its members, volunteers, staff, and any other individuals whose information is included in Customer Data any privacy notices, disclosures, or consents required by applicable law in connection with Customer’s use of the Service.

6. Subscription Plans, Fees, Billing, and Auto-Renewal

6.1 Plans and Published Pricing

Provider’s current Plans, user limits, included features, and prices are published at https://www.thesaferchurch.com (the “Pricing Page”). The Pricing Page in effect at the time Customer subscribes governs Customer’s initial Subscription Term.

6.2 Billing Cadence

Customer may select a monthly or annual billing cadence at sign-up. Monthly subscriptions are billed in advance for each one-month period; annual subscriptions are billed in advance for each twelve-month period.

6.3 Payment Method

All Fees are charged to a valid payment method (typically a credit or debit card) Customer provides through Provider’s payment processor. By providing a payment method, Customer authorizes Provider to charge the payment method for all Fees due under these Terms. Customer is responsible for maintaining current, accurate, and valid payment-method information.

6.4 Payment Processor

Provider uses Stripe, Inc. (or such successor payment processor as Provider may designate) to process payments. Stripe’s handling of cardholder data is governed by Stripe’s own terms and privacy policy. Provider does not directly store full payment-card numbers.

6.5 Auto-Renewal

Customer’s Subscription Term automatically renews for successive periods equal to the then-current billing cadence (monthly or annual), at Provider’s then-current published price for Customer’s Plan, unless Customer cancels in accordance with Section 6.6.

6.6 Cancellation

Customer may cancel its Subscription at any time through the Account-management interface in the Service or by emailing billing@thesaferchurch.com. For monthly Subscriptions, cancellation takes effect at the end of the then-current monthly billing period. For annual Subscriptions, cancellation takes effect at the end of the then-current annual billing period, provided that cancellation must be requested at least seven (7) days before the renewal date to avoid charges for the next annual term. In all cases, Customer retains access to the Service through the end of the billing period for which Customer has paid.

6.7 No Refunds for Partial Periods

Except as expressly provided in Section 1.2 (material-change opt-out), Section 19.3 (termination for Provider’s material breach), or as required by applicable law, all Fees are non-refundable, including Fees paid for any partial period of use after cancellation.

6.8 Price Changes

Provider may change the price of any Plan upon at least sixty (60) days’ advance written notice to Customer’s primary administrator. Any price change takes effect on Customer’s next renewal occurring on or after the effective date of the change. If Customer does not accept a price change, Customer’s sole remedy is to cancel the Subscription before the renewal date as described in Section 6.6.

6.9 Taxes

Fees are exclusive of taxes, levies, duties, or similar governmental assessments (collectively, “Taxes”), other than taxes based on Provider’s net income. Customer is responsible for all Taxes associated with its subscription, except those imposed on Provider’s net income. If Provider is required to collect any Tax for which Customer is responsible, Provider will invoice Customer for that Tax, unless Customer provides Provider with a valid tax-exemption certificate.

6.10 Late Payment; Suspension

If a charge is declined, fails, or is reversed, Provider will retry the payment method on a reasonable schedule. If a Fee remains unpaid for fifteen (15) days after the original due date, Provider may, after sending written notice to Customer’s primary administrator at least seven (7) days in advance, suspend Customer’s access to the Service until payment is received. Provider will not delete Customer Data during a suspension for nonpayment but may restrict Authorized-User access. Section 20 (Effect of Termination) applies if nonpayment leads to termination.

7. Customer Data and Privacy

7.1 Ownership of Customer Data

As between the Parties, Customer owns all Customer Data. Provider claims no ownership interest in Customer Data.

7.2 License to Provider

Customer grants Provider a limited, non-exclusive, royalty-free, worldwide license to host, store, process, transmit, and display Customer Data solely as necessary to provide and operate the Service for Customer, to perform the obligations described in these Terms, and to comply with applicable law.

7.3 Aggregated, De-Identified Data

Provider may collect, generate, and use aggregated and de-identified statistical data derived from Customer’s use of the Service — data that cannot reasonably be used to identify Customer, any Authorized User, or any individual referenced in Customer Data — to operate, improve, develop, and market the Service. Provider will not use Customer Data in identifiable form to train any third-party machine-learning model without Customer’s prior written consent.

7.4 Sensitive-Data Acknowledgment

Customer acknowledges that the Service is designed to hold information that is sensitive by its nature, including: names and contact information of church members, volunteers, and staff; photographs and free-text notes regarding persons of interest; trespass designations; and reports describing safety incidents and injuries. Both Parties will treat such data with the heightened care its sensitivity warrants.

7.5 Excluded Data Categories

Customer agrees not to submit through the Service: (a) protected health information regulated by the U.S. Health Insurance Portability and Accountability Act (HIPAA); (b) cardholder data subject to the Payment Card Industry Data Security Standard (PCI DSS); (c) information regulated under the U.S. Children’s Online Privacy Protection Act (COPPA) or comparable laws regarding children under 13, except for routine roster information regarding Authorized Users who are themselves members of Customer’s safety team; or (d) data of individuals located in the European Union, the United Kingdom, or any other jurisdiction whose data-protection laws would impose obligations materially different from those reflected in these Terms, except with Provider’s prior written consent.

7.6 Privacy Policy

The Privacy Policy describes how Provider handles personal information and is incorporated into these Terms by reference.

7.7 Data Export and Portability

During the Subscription Term, Customer may export Customer Data using the Service’s then-available export tools. Section 20 governs export and deletion upon termination.

8. Provider Obligations: Security, Availability, and Support

8.1 Security Posture

During the Subscription Term, Provider will maintain at minimum the following security controls:

• encryption of Customer Data in transit using TLS 1.2 or higher;
• encryption of Customer Data at rest using industry-standard mechanisms;
• two-factor authentication required for all Authorized User logins;
• audit logging of significant administrative and security events attributable to Customer’s tenant;
• logical multi-tenant isolation enforced at the application layer and verified by Provider’s testing;
• automated daily database backups with not less than seven (7) days of retention; and
• restriction of production-environment access to Provider personnel acting under role-restricted credentials.

8.2 Incident Notification

Provider will notify Customer’s designated administrator without undue delay, and in any event no later than seventy-two (72) hours after Provider confirms, of any security incident materially affecting the confidentiality, integrity, or availability of Customer Data.

8.3 Availability Target

Provider targets a monthly Service availability of ninety-nine and five tenths percent (99.5%) measured at the application’s primary HTTPS endpoint, exclusive of scheduled maintenance windows (which Provider will endeavor to perform during off-hours and to announce in advance) and exclusive of downtime caused by force-majeure events, third-party infrastructure failures outside Provider’s reasonable control, or Customer’s misuse of the Service. This Section 8.3 is a target, not a binding service-level commitment, and does not create any right to service credits or other remedies.

8.4 Support

Provider will provide best-effort support during U.S. business hours via email at support@thesaferchurch.com. Provider’s target initial response is within one (1) U.S. business day for paid Subscribers; Provider does not guarantee resolution times.

8.5 Subprocessors

Provider uses third-party subprocessors to operate the Service, including for cloud hosting, database hosting, email delivery, SMS delivery, payment processing, and analytics. Provider’s then-current list of material subprocessors is available on request to Customer’s primary administrator. Provider remains responsible for the acts and omissions of its subprocessors with respect to Provider’s obligations under these Terms.

9. Persons of Interest, Sensitive Functionality, and No Emergency Use

9.1 No Emergency Use

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE SERVICE IS A COORDINATION AND RECORDKEEPING TOOL AND IS NOT INTENDED FOR USE AS THE PRIMARY OR SOLE MEANS OF: (A) SUMMONING EMERGENCY SERVICES; (B) COMMUNICATING DURING AN ACTIVE THREAT, MEDICAL EMERGENCY, OR EVACUATION; OR (C) MAINTAINING ANY RECORDS LEGALLY REQUIRED TO BE INDEPENDENTLY ARCHIVED. Customer is responsible for maintaining independent emergency-response procedures, communications channels, and recordkeeping.

9.2 Persons-of-Interest Functionality

The Service’s persons-of-interest functionality is a coordination tool, not a vetting, background-check, or law-enforcement service. Customer is solely responsible for the lawfulness, accuracy, currency, and use of any persons-of-interest records, photographs, notes, and trespass designations. Customer represents that its use of this functionality complies with all applicable laws, including those governing privacy, defamation, anti-discrimination, public accommodation, and church-related conduct.

9.3 Customer Backup Responsibility

Although Provider maintains automated backups as described in Section 8.1, Customer is encouraged to maintain independent exports of Customer Data at intervals appropriate to Customer’s operational and legal needs.

10. Communications Laws and Member Consent

10.1 Authorized User Consent

Customer represents and warrants that, prior to providing any individual’s mobile telephone number or email address to the Service, Customer has obtained any consent required by the U.S. Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and any analogous state or other applicable laws to permit Provider to send transactional and operational SMS, voice, and email messages to that individual through the Service in connection with Customer’s use of the Service.

10.2 Provider Cooperation

Provider will provide commercially reasonable mechanisms (including standard opt-out keywords for SMS such as STOP, and unsubscribe links for email) to support Customer’s compliance with the laws referenced in Section 10.1, and as further described in the Privacy Policy.

10.3 Mobile Information Handling

Provider will not share mobile information collected from Authorized Users or from individuals to whom Customer sends messages through the Service with third parties or affiliates for marketing or promotional purposes. Information sharing with subprocessors solely to deliver messages Customer has caused the Service to send is permitted, as described in the Privacy Policy.

10.4 SMS Program Terms — Required Disclosures

11. Feedback

11.1 Feedback License

Customer hereby grants Provider a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, modify, distribute, incorporate into the Service, and otherwise commercialize all Feedback. Customer is not obligated to provide Feedback; if Customer or any Authorized User does so, Provider may use it freely without restriction or compensation.

11.2 No Confidentiality of Feedback

Feedback is not Confidential Information unless Customer marks it as confidential in writing prior to disclosure.

11.3 Improvements

All improvements, modifications, and derivative works of the Service that Provider creates as a result of Feedback are owned exclusively by Provider.

12. Confidentiality

12.1 Definition

“Confidential Information” means non-public information disclosed by one Party (the “Discloser”) to the other (the “Recipient”) that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances. Customer Data is Customer’s Confidential Information. Provider’s non-public pricing, product roadmap, source code, security architecture details not made publicly available, and unreleased features are Provider’s Confidential Information.

12.2 Obligations

The Recipient will: (a) protect the Discloser’s Confidential Information using the same degree of care that it uses to protect its own confidential information of like importance, but in no event less than reasonable care; (b) use the Confidential Information solely as necessary to perform under these Terms; and (c) not disclose the Confidential Information to any third party except to its employees, contractors, and professional advisors with a need to know who are bound by confidentiality obligations no less protective than those in this Section 12.

12.3 Exclusions

Confidentiality obligations under this Section 12 do not apply to information that the Recipient can demonstrate: (a) is or becomes publicly known through no breach of these Terms; (b) was known to the Recipient prior to disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.

12.4 Compelled Disclosure

The Recipient may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, it gives the Discloser prompt written notice and reasonable cooperation (at the Discloser’s expense) to seek a protective order or other appropriate remedy.

12.5 Survival

The obligations in this Section 12 survive for three (3) years after termination of these Terms, except that obligations with respect to information constituting a trade secret survive for so long as such information remains a trade secret under applicable law.

13. Beta Features Within the Production Service

13.1 Identification

Provider may, from time to time, make available within the Service certain features identified as “beta,” “early access,” “experimental,” “preview,” or substantially similar terms (“Beta Features”). Provider will designate Beta Features in the user interface, the Documentation, or release notes.

13.2 Beta Features Treatment

Beta Features are provided “AS IS” and “AS AVAILABLE,” may be incomplete or unstable, may be modified or discontinued at any time without notice, and are not covered by the availability target in Section 8.3 or any support commitments. The warranty disclaimers in Section 14 and the limitations of liability in Section 15 apply to Beta Features without qualification.

13.3 Use is Voluntary

Customer’s use of any Beta Feature is voluntary. Customer may discontinue use of any Beta Feature at any time without affecting Customer’s use of the rest of the Service.

14. Warranties and Disclaimers

14.1 Limited Performance Warranty

Provider warrants that, during the Subscription Term, the Service will perform substantially in accordance with the Documentation under normal use. Customer’s exclusive remedy and Provider’s entire liability for a breach of this warranty is for Provider to use commercially reasonable efforts to correct the non-conformity, or, if Provider determines such correction is not commercially reasonable, to terminate the affected portion of the Subscription and refund a pro-rata portion of any prepaid Fees attributable to the affected period.

14.2 General Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 14.1, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

14.3 No Guarantee of Uninterrupted Operation

PROVIDER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR THE SERVERS ON WHICH IT IS HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

14.4 Reliance

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT CUSTOMER’S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER’S COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

15. Limitation of Liability

15.1 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO PROVIDER UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

The Parties acknowledge that this cap reflects the level of Fees paid for the Service and is a fundamental basis of the bargain between the Parties.

15.2 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST OR CORRUPTED DATA, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15.3 Carve-Outs

The limitations in Sections 15.1 and 15.2 do not apply to: (a) a Party’s indemnification obligations under Section 16; (b) breaches of Section 12 (Confidentiality); (c) infringement or misappropriation of the other Party’s intellectual property rights; (d) Customer’s failure to pay any Fees due under these Terms; (e) gross negligence or willful misconduct; or (f) liability that, under applicable law, cannot be excluded or limited.

16. Indemnification

16.1 By Customer

Customer will defend, indemnify, and hold harmless Provider and its officers, members, managers, employees, contractors, and agents (each, a “Provider Indemnitee”) from and against any third-party claim, demand, suit, or proceeding (“Claim”) arising out of or relating to: (a) Customer’s breach of Section 5.2 (Lawful Use); (b) Customer’s submission of Customer Data in violation of applicable law or any third party’s rights; (c) any Claim alleging that Customer’s use of the Service’s persons-of-interest functionality is defamatory, discriminatory, harassing, or otherwise unlawful; (d) Customer’s breach of Section 10 (Communications Laws); or (e) Customer’s gross negligence or willful misconduct.

16.2 By Provider

Provider will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and volunteers (each, a “Customer Indemnitee”) from and against any Claim alleging that the Service, when used by Customer in accordance with these Terms, infringes a U.S.-issued patent, copyright, or trademark or misappropriates a trade secret. Provider’s obligation does not apply to Claims arising from: (a) Customer Data; (b) modifications to the Service not made by or on behalf of Provider; or (c) use of the Service in combination with materials, services, or systems not provided by Provider where the Claim would not have arisen but for such combination.

16.3 Provider Remedies for Infringement

If a Claim under Section 16.2 is made or, in Provider’s reasonable opinion, is likely to be made, Provider may, at its option and expense: (a) procure for Customer the right to continue using the Service; (b) modify or replace the Service so that it is non-infringing while substantially preserving its functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate Customer’s Subscription and refund a pro-rata portion of any prepaid, unused Fees attributable to the period following termination.

16.4 Procedure

The indemnified Party will: (a) promptly notify the indemnifying Party in writing of the Claim (provided that failure to give prompt notice will only relieve the indemnifying Party of its obligations to the extent it is materially prejudiced thereby); (b) give the indemnifying Party sole control of the defense and settlement of the Claim, except that the indemnifying Party may not settle any Claim that imposes any liability or admission on the indemnified Party without the indemnified Party’s prior written consent; and (c) reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense.

16.5 Sole Remedy

Section 16.2 (as modified by Section 16.3) states the indemnifying Party’s sole and exclusive liability and the indemnified Party’s sole and exclusive remedy for third-party Claims of intellectual-property infringement.

17. Insurance

17.1 Provider Insurance

Provider will use commercially reasonable efforts to maintain errors-and-omissions and cyber-liability insurance coverage during the period in which it is providing the Service to paying customers. Provider will provide a certificate of insurance to Customer upon written request.

18. Use of Customer Identity in Customer Lists

18.1 Limited Identification Right

Provider may identify Customer as a customer of The Safer Church, including by displaying Customer’s name and logo on Provider’s website, customer-list pages, sales decks, and similar non-quote marketing materials, during the Subscription Term and for twelve (12) months thereafter.

18.2 Quotes Require Approval

Provider will not publish or distribute any quote, testimonial, or statement attributed to Customer or to any individual at Customer without the prior written approval (email suffices) of a designated administrator authorized to give such approval. This Section 18.2 applies regardless of how the quoted material was obtained.

18.3 Customer Opt-Out

Customer may opt out of the limited identification right described in Section 18.1 at any time by written notice (email from a designated administrator to marketing@thesaferchurch.com suffices). Opt-out takes effect within thirty (30) days of Provider’s receipt of the notice and applies prospectively only; Provider is not required to recall printed materials, archived web pages, deck files, or other materials already published or distributed prior to the effective date of opt-out.

18.4 Customer Marks Stewardship

Provider will use Customer’s name and logo only in the form Customer makes publicly available, will not modify them beyond reasonable scaling for fit, and will follow any Customer brand guidelines provided to Provider in writing. Customer’s ownership of its marks is unaffected by the limited license granted in Section 18.1.

19. Term, Renewal, Suspension, and Termination

19.1 Subscription Term

The Subscription Term begins on the Effective Date and continues for the initial billing period selected by Customer, and renews automatically as described in Section 6.5, unless terminated earlier as provided in this Section 19.

19.2 Termination for Convenience

Customer may terminate its Subscription for any reason as described in Section 6.6 (Cancellation). Provider may terminate the Subscription for convenience on at least sixty (60) days’ prior written notice to Customer’s primary administrator, in which case Provider will refund a pro-rata portion of any prepaid, unused Fees attributable to the period following termination.

19.3 Termination for Cause

Either Party may terminate the Subscription immediately on written notice if the other Party: (a) materially breaches these Terms and fails to cure the breach within fifteen (15) days after receiving written notice describing the breach in reasonable detail (or, in the case of Customer’s failure to pay Fees, within seven (7) days after written notice); or (b) becomes insolvent, files or has filed against it a petition under any bankruptcy or insolvency law, or makes a general assignment for the benefit of creditors. If Customer terminates for Provider’s material breach under this Section 19.3, Provider will refund a pro-rata portion of any prepaid, unused Fees attributable to the period following termination.

19.4 Suspension

In addition to its rights under Section 6.10 (nonpayment), Provider may, with reasonable advance notice where practicable, suspend Customer’s access to the Service in whole or in part if Provider reasonably determines that Customer’s use poses a material security, legal, or operational risk to Provider, other customers, or the Service. Provider will restore access promptly after the cause for suspension is resolved.

20. Effect of Termination

Upon any termination or expiration of the Subscription:

• all licenses granted to Customer under Section 4.1 immediately terminate;
• Customer will cease all use of the Service;
• Provider will provide Customer with a reasonable opportunity — not less than sixty (60) days from the effective date of termination — to export Customer Data using the Service’s then-available export tools;
• within ninety (90) days after the effective date of termination, Provider will delete Customer Data from active production systems, subject to Provider’s commercially reasonable backup retention not exceeding the routine seven-day cycle described in Section 8.1;
• any Fees accrued and unpaid as of the effective date of termination remain due and payable;
• the limited identification right in Section 18.1 continues to run for its stated twelve-month tail unless Customer opted out under Section 18.3; and
• the following Sections survive termination according to their terms: Sections 7.1 (Customer Data Ownership), 7.3 (Aggregated Data), 11 (Feedback), 12 (Confidentiality), 14 (Warranties and Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 18 (Customer Identity, subject to the preceding bullet), 20 (this Section), 21 (Notices), and 22 (General Provisions).

21. Notices

21.1 Notices to Provider

Notices to Provider must be sent to legal@thesaferchurch.com, with a courtesy copy to:

21.2 Notices to Customer

Notices to Customer will be sent to the email address on file for Customer’s primary administrator and, where appropriate, the backup administrator. It is Customer’s responsibility to keep these addresses current.

21.3 Effectiveness

Notices are effective: (a) on confirmed delivery for email; and (b) three (3) business days after deposit with a recognized overnight courier or U.S. mail, postage prepaid.

22. General Provisions

22.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

22.2 Venue

The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona, for any action arising out of or relating to these Terms, subject to Section 22.10.

22.3 Independent Contractors

The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

22.4 Assignment

Customer may not assign these Terms or its Subscription, in whole or in part, without Provider’s prior written consent, except that Customer may assign these Terms, on written notice, to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets. Provider may assign these Terms on written notice in connection with a merger, reorganization, sale of all or substantially all of its assets, or change of control. Any attempted assignment in violation of this Section is void.

22.5 Force Majeure

Neither Party is liable for any delay or failure to perform under these Terms (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, public-health emergencies, internet or utility outages, denial-of-service attacks, or governmental action.

22.6 Severability

If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be deemed modified to the minimum extent necessary to render it valid and enforceable, consistent with the Parties’ original intent.

22.7 No Waiver

No failure or delay by either Party in exercising any right or remedy under these Terms operates as a waiver of that right or remedy. A waiver is effective only if in writing signed by the waiving Party.

22.8 Entire Agreement

These Terms, together with the Privacy Policy and any order form, addendum, or other written agreement signed by both Parties that references these Terms, constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, communications, and understandings, whether oral or written. In the event of conflict, the order of precedence is: (i) any addendum or order form signed by both Parties; (ii) these Terms; (iii) the Privacy Policy.

22.9 Amendments

Except as expressly provided in Section 1.2 (updates to the Terms), any amendment to these Terms with respect to a specific Customer must be in writing and signed by an authorized representative of each Party.

22.10 Good-Faith Resolution

Before initiating litigation, the Parties will attempt in good faith to resolve any dispute through direct discussion between designated representatives for at least thirty (30) days following written notice of the dispute. This Section 22.10 does not prevent either Party from seeking injunctive or equitable relief at any time.

22.11 Counterparts; Electronic Acceptance

These Terms may be accepted electronically, including by clickwrap, electronic signature, or by other electronic means Provider designates. Electronic acceptance is binding and equivalent in legal effect to a handwritten signature.

22.12 Headings; Interpretation

Section headings are for convenience only and have no substantive effect. The words “include,” “includes,” and “including” mean “include without limitation.”

22.13 Export Compliance

Customer represents that it is not located in, and will not use the Service from, any country or for the benefit of any individual or entity subject to U.S. trade sanctions or export restrictions in a manner that would cause Provider to violate applicable export-control or sanctions laws.

22.14 Government Customers

Provider does not currently sell to U.S. federal government customers under FedRAMP or comparable programs. State and local government, school-district, and similar customers may be subject to additional terms specified in an order form or addendum.

Contact

For questions about these Terms:

• Email (general): info@thesaferchurch.com
• Email (legal notices): legal@thesaferchurch.com
• Email (billing): billing@thesaferchurch.com
• Email (security): security@thesaferchurch.com
• Email (support): support@thesaferchurch.com
• Mailing address:
  The Safer Church, L.L.C.
  4539 N 22nd St Ste R
  Phoenix, AZ 85016-4639