Connecting Members Terms of Service
By signing up for or using the Connecting Members service, you agree to be bound by the terms and conditions of this agreement, which may be modified from time to time. If you do not agree to these terms and conditions, you may not use this Service.
Who we are
The Connecting Members Web Service (the "Service") and Connecting Members Hosted Software (the "Software"), operated by SMB Creative, LLC dba / Connecting Members ( “Connecting Members”) and its affiliates is provided to you ("You" or "Site Admin" or “Organization”) under the terms and conditions of this Connecting Members Agreement and any amendments thereto and any operating rules or policies (collectively, the "Agreement"). The purpose of this provision is for you to develop and maintain a Hosted Internet Website ("Site") representing a religious organization and providing web-based interaction to your members and persons seeking information about that organization.
In addition to the terms of this Agreement, you agree to the pricing, terms, features, and all other specifications collectively, the “Policies” listed on our websites CatholicChurchWebsites.com and ConnectingMembers.com (collectively, our “WebSites”).
We may modify the terms of this Agreement or the Policies of the Services, Sites, or Software at any time. We will post the amended Agreement to our WebSites and send an email notification to the user who signed up for the Service of any Material Changes. A “Material Change” is limited to any change that involves an increase in fees or liability to You. If you do not accept a change to this Agreement or the Services offered, your sole remedy is to contact us to cancel your Service.
The date that this Agreement was last modified is listed at the bottom of the Agreement.
Our Contract With You
1.0 By accepting the terms and conditions of this agreement, you represent and warrant that you (a) are a duly authorized agent or officer of the organization represented on the site (b) that you are 18 years old or older; (c) agree to provide true, accurate, current and complete information about your organization.
2.0 Connecting Members hosts interactive web sites on the World Wide Web and provides Site Owners with access to its Website Administrative Software ("Software") to facilitate the creation and maintenance of the Site for the display of information and communication with members.
3.1 You are responsible for all content and commerce on the Site -- You acknowledge and agree that you are responsible for all information and materials used or displayed at your Site and all acts or omissions that occur at your Site or in connection with your account or password.
3.2 Connecting Members reserves the right to refuse to host or continue to host any Site which it believes: (1) displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2) has become the subject of a government complaint or investigation; or (3) has violated or threatens to violate the letter or spirit of this agreement. If Connecting Members believes that the items above are present, Connecting Members will consider this a breach of the agreement and notify the Site Owner of such breach.
4.1 Software License. Connecting Members hereby grants Site Owner a non-exclusive, non-transferable license to use the Software in object code form only on a server hosted by Connecting Members for the sole purpose of creating and maintaining Sites on such server. Site Owner is not being granted any right to copy the Software or to use it on computers other than a server hosted by Connecting Members. Site Owner may not use Web pages or parts of Web pages generated by means of the Software, other than content that originates from and is proprietary to Site Owner, on any server other than the servers hosted by Connecting Members without Connecting Members' express written agreement. Site Owner also acknowledges and agrees that the Software is intended for access and use by means of web browsing software, and that Connecting Members does not commit to support any particular browsing platform. Connecting Members reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to Site Owner. If any revision or modification to the Software materially changes Site Owners ability to conduct business, Site Owners sole remedy is to terminate this agreement pursuant to Section 5.3 regarding termination of service.
4.2 Connecting Members Intellectual Property. You acknowledge and agree that content available from Connecting Members or the Service, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as specified in Section 4.1 above.
4.3 Your Property. You grant Connecting Members the right to maintain your content on Connecting Members' servers during the term of this agreement.
4.4 Unauthorized Access. You will not attempt to gain unauthorized access to any servers controlled by Connecting Members.
Term, Payments and Termination
5.1 Term. The Agreement will run on a monthly, or annual subscription basis. For month to month terms there is no minimum term beyond the first month of the Agreement. You can choose to stop the Service at any time in which case no further subscription fees will be charged although we shall not be obliged to refund any fees paid.
5.2 Payment. A subscription fee is due in advance for use of the Service. Payment will be processed by check, credit card or ACH via a trusted third party payment provider. Where your payment is not successful we will contact you and suspend access to your Account until payment has been made.
5.3 Termination. You may terminate this Agreement by canceling the Services and/or Software at any time by contacting us. We may terminate this Agreement and cancel the Services and/or Software for any reason at any time upon notice to you. You agree that any Service Fees or other amounts due to us as outlined in this Agreement, or that you have a legal obligation to pay us, will be due and payable upon termination of this Agreement and will be debited from your Organization Bank Account immediately or at the next regularly scheduled payment.
5.4 Termination for Illegal or Other Activity. Notwithstanding the foregoing, Connecting Members may, but has no duty to, immediately terminate Site Owner and remove it from Connecting Members servers if Connecting Members in its sole discretion concludes that Site Owner is engaged in illegal activities. Any termination under this Section 5.4 shall take effect immediately and Site Owner expressly agrees that it shall not have any opportunity to cure. Where we terminate the Agreement due to your breach we shall not be obliged to refund any subscription fees you may have paid us.
5.5 Deletion of Information. Upon termination, Connecting Members reserves the right to delete from its servers any and all information contained in Site Owners account.
6.1 Your Information. Connecting Members maintains information about you and the Site on Connecting Members servers, including but not limited to your account registration information, your customer order information. You agree that Connecting Members may use your Information only when in a form aggregated with all other site owners for marketing or other promotional purposes.
6.2 You agree that Connecting Members may disclose Site Owner Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce this agreement; (d) to respond to claims that the Site Owner or Site is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Connecting Members, Site Admin or others; provided, however, that nothing in this section shall impose a duty on Connecting Members to make any such disclosures.
6.3 Password. You shall receive a password from Connecting Members to provide access to and use of the Software and Site Admin. You are entirely responsible for any and all activities which occur under your accounts and passwords.
6.4 Technical Access. You acknowledge and agree that technical processing of your Information is and may be required. You also acknowledge and agree that Connecting Members may access your account and its contents as necessary to identify or resolve technical problems or respond to issues about the Service.
You agree to indemnify and hold harmless Connecting Members, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of your conduct, your use of the Service, the goods or services offered at your Site, any alleged violation of this agreement, or any alleged violation of any rights of another, including but not limited to your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with your Site. Connecting Members reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.
Disclaimer of Warranties & Liabilities
THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF SITE OWNER ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SITE ADMIN SOFTWARE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. CONNECTING MEMBERS, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF CONNECTING MEMBERS IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM SITE OWNER USE OR INABILITY TO USE THE SITE ADMIN SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SITE ADMIN SOFTWARE. CONNECTING MEMBERS'S LIABILITY TO SITE OWNER SHALL NOT, FOR ANY REASON, EXCEED $200.00. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Neither party shall be liable to the other for any delay or failure in performance under this agreement resulting directly or indirectly from acts of nature or causes beyond its reasonable control.
Notices and Communications
By using the Services, you consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges and other information related to the Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. Your continued consent is required to use the Services. To withdrawal your consent, you will need to cancel your use of the Services.
Any notices or communications under this agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below.
If to Connecting Members, such notices shall be addressed to email@example.com
SMB Creative, LLC, dba/Connecting Members
PO Box 91
Cottleville, MO 63338
If to Site Owner, such notices shall be addressed to the electronic or mailing address specified when you opened an account, or such other address as either party may give the other by notice as provided above.
Service Level Guarantee
Connecting Member’s Service Level Guarantee ("Guarantee") is that the Connecting Members Service will be available 99.5% of the time. Connecting Members Services are the combination of Connecting Members-operated equipment, servers, circuits, and other data transmission facilities comprising Connecting Member's TCP/IP wide-area network. Connecting Member's Service Level Guarantee will be measured based on the number of minutes that the Connecting Members Services are not available as determined by Connecting Members and the Organization ("Unavailability"). If it is determined that the Connecting Members Services are Unavailable for four (4) or more hours during any calendar month, the Organization has the right to declare a break of this Guarantee. To declare a break of this Guarantee the Organization must contact Connecting Members in writing within 30 days of the end of the month for which the break in this Guarantee Level is requested. Connecting Members shall have the right to cure; however, if such break in this Guarantee were to occur a second time during the subsequent month and noncompliance is not cured, the Organization may terminate this agreement pursuant to Section 5.1 of this agreement. Unavailability will not include Connecting Members Services unavailability of an hour or less, or any unavailability resulting from (a) Network maintenance, (b) circuits provided by telcos or other common carriers, (c) an external Internet Service Provider or an Internet exchange point, (d) acts or omissions of Customer or an authorized user, (e) acts of God, civil disorder, natural cataclysm or other occurrences beyond the reasonable control of Connecting Members.
This Agreement, together with all Exhibits hereto, will be governed by the laws of the State of Missouri (without regard to that state’s choice of law rules).
Dispute Resolution; Arbitration
The Parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the parties under or related to this Agreement. Any Dispute arising out of this Agreement which cannot be resolved by the parties shall be governed exclusively by binding arbitration. The arbitration will be initiated and conducted (except as otherwise provided herein) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, shall be conducted by one arbitrator, and shall be conducted in St. Louis, Missouri. Should the Parties not be able to agree on a choice of an arbitrator, then the American Arbitration Association shall make the appointment of a person who is neutral to the Parties in controversy. The arbitrator shall have expertise in the computer software field. The decision of the arbitrator shall be final and binding, and judgment on the award by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall have full authority to order specific performance and other equitable relief and award damages and other relief available under this Agreement or applicable law, but shall have no authority to add to, detract from, change or amend the terms of this Agreement or existing law except as specifically provided in this Agreement. The arbitrator shall also have the power to award reasonable attorney’s fees and costs to the prevailing party in any arbitration, and either party shall have the right to take appropriate action to enforce any arbitration award.
Waiver of Jury Trial
EACH PARTY HERETO WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.
This AGREEMENT constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties. The provisions of above Sections of this Agreement shall survive any termination of the Agreement.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION, WHICH MAY BE ENFORCED BY THE PARTIES.
Agreement Last Modified: May 15, 2016