Scope of Work and Contract Terms
Version: CBTerms072019
Statement of Work & Contract
PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE CONVERSIONATE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE CONVERSIONATE SERVICES.
Date of Agreement: see date of signature
Between "us", Conversionate “Conversionate” (aka ARRiiVE Business Solutions/AspireNow), and you "CHURCH” (CHURCH as identified on signature page of agreement).
You, CHURCH, located at (see CHURCH ADDRESS on signature page), are hiring Conversionate (ARRiiVE Business Solutions/AspireNow) located at 715 S. Elm Street, #120, Arroyo Grande, California.
1.0 Services Rendered
1.1 DESIGN Conversionate will create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly chatbot building software, along with JSON, HTML, and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture and typography) or simply show you the demo bot with your information populated for approval.
You will have two days and two opportunities initially to review our work and provide feedback. If, at any stage, and if you (CHURCH) are not happy with the direction our work is taking, you will pay us in full for everything we have produced up to that that point and then cancel this contract.
1.2 TEXT CONTENT Writing or inputting any text copy is not included in this contract. If you (CHURCH) would like CONVERSIONATE to write new content or input text for you, we are happy to provide a separate estimate for that.
1.3 PHOTOGRAPHS You (CHURCH) will need to supply graphic files to us in an editable, vector digital format. Photographs must be in a high resolution digital format typically size 200x200 and provided by URL link to location. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images. If you would like us to search for photographs for you, we can provide a separate estimate for that. Cost of buying stock photographs or a photo shoot is not included in this contract.
1.4 TECHNICAL SUPPORT Conversionate is not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can suggest an account for you at one of our preferred hosting providers. Our technical support is for the GROW ChurchBot and IGNITE GospelBot ONLY to ensure those chatbots are functioning according to specifications.
1.5 TESTING We will test the app on an iPhone 7 and in CHROME on the HP PC and you are welcome to test it on your own iPhone and Android, as app rendering may vary by device. Using the app on iPhones older than 4S may result in slow performance due to the age of the phone.
1.6 CHANGES AND REVISIONS The price at the beginning of this contract is based on GROW ChurchBot as demonstrated. There will be periodic revisions to the ChurchBot template and your ChurchBot will be automatically updated in due course as we roll out new revisions.
1.7 ERRORS Conversionate cannot guarantee that our work will be error-free (we are human, after all) so we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if CHURCH has advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectation on the deliverable items listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work. You agree to (1) assign us as admin in your Facebook account immediately, (2) complete the initial Google Sheet for us within 24 hours of APPROVAL of this proposal, and (3) help test the app when ready, or recognize any delay will add to the number of days or hours subsequent to this delay.
3.0 Charges for Services Performed
3.1 Feature Requests Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur a new project fee to resume work at the discretion of Conversionate (ARRiiVE Business Solutions/AspireNow). Delays may be billed at our normal hourly rate of $95.00.
4.0 Terms of Payment
4.1 BILLING SCHEDULE
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you will want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
The billing will, therefore, be handled in advance of the month payment received.
Conversionate will invoice Church for one-hundred per cent (100%) of the initial setup fees at point of this signed contract agreement. We also bill monthly in-advance, via credit card. If your payment is declined, you will have 48 hours to remedy or the ChurchBot may be disconnected or deactivated from your account.
CHURCH will provide Conversionate with all necessary purchase order numbers and other internal information required for invoice processing before the beginning of the month of work (if applicable).
For any work outside of the template design and installation, billing will be due net 10 OR may be charged to client credit card, at client discretion.
4.3 CLIENT AGREEMENT TO PAY The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Monthly maintenance and support is billed monthly in advance on schedule 30 days from when we received your first payment. In the event payment is not made within 15 days, Conversionate will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Conversionate pays for carrying overdue invoices from CHURCH. In addition, Conversionate reserves the right to stop work or disconnect the GROW ChurchBot until payment is received.
4.4 COLLECTION COSTS In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
5.0 CANCELLATION OF PLANS OR CHURCHBOT You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancellable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
5.1 PROHIBITED ACTIVITIES – INCLUDING COPYING THE CHATBOT DESIGN OR TEMPLATE PROHIBITED CHURCH and its authorized users may use the Conversionate Template and Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the CHURCH nor any of its users may:
You may not COPY our Chatbot or any part of our template without prior permission. Doing so and either (a) selling, or (b) using our template or any part thereof will cause us serious damage and you will be held liable for $100,000 for each documented instance of violation of our Copyright and/or Trademark or Patent(s) (even if Patent pending). You would also be responsible for any attorney fees on both sides to defend any action brought against you for violating this 5.1 clause.
6.0 Responsibilities of Conversionate and CHURCH
6.1 CONVERSIONATE’S RESPONSIBILITY FOR RELEASES Conversionate shall obtain releases, licenses, permits or other authorization to use data, including copyrighted materials, photographs, art work or any other property or rights belonging to third parties provided to Conversionate for use in performing services for CHURCH (If applicable).
6.2 CLIENT RESPONSIBILITY FOR DATA CHURCH guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. (No Getty Images without license!). It is understood that data provided by CHURCH to Conversionate will be utilized as the template indicates in various locations of the CHURCHBOT to render your information correctly. It is up to CHURCH to report or modify errors in the GOOGLE SHEET PROVIDED by CONVERSIONATE to adjust any errors in data provided.
Then when your final payment has cleared, copyright will be automatically assigned as follows:
6.3 ENTIRE AGREEMENT We own the visual elements that we create for this project. Even though we may give you a Chatbot template OR you may gain access to a template or part of the template, you do not own the template or Chatbot. You own all elements of text, images and data you provided, unless someone else owns them. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only.
6.4 CLIENT RESPONSIBILITY FOR ACCURACY You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
6.5 UNLAWFUL CLIENT DATA In the event data is suspicious or discovered to the attention of Conversionate with reason to believe certain CHURCH data is unlawful, Conversionate has the right to:
a. notify CHURCH of such unlawful data;
b. deny its publication or its insertion to the Conversionate ChurchBot;
c. demand CHURCH bring data into compliance;
d. and remove any offensive data until resolved by CHURCH.
Once data is proven legal or replaced with legal content, Conversionate will reload or reauthorize the app to publish the data.
In addition, in the event Conversionate believes in its sole discretion CHURCH data violates applicable laws, rules, or regulations of these TERMS, CHUCH may remove such data at any time with or without notice. Without limiting the generality of the preceding sentence, Conversionate complies with the Digital Millennium Copyright Act, and will remove CHURCH data from the platform upon receipt of a compliant takedown notice.
6.6 Modifications to Service. Conversionate reserves the right to modify the Conversionate Services or any part or element therof from time to time without prior notice, including and without limitation:
a. rebranding the Conversionate Services at its sole discretion;
b. ceasing providing or discontinuing the development of any particular Conversionate service or ChurchBot component either temporarily or permanently;
c. taking such action as is necessary to preserve Conversionate’s rights upon any use of the Conversionate Services that may be reasonably interpreted as violation of CHURCH’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, CHURCH may be notified of any such modifications via email or upon logging into their account dashboard. Modifications, including change in applicable rates for Conversionate Services, will become effective thirty (30) days before the effective date of such modification.
6.7. Third Parts Sites, Products and Services
The Conversionate Services may include links to other websites or services (“Linked Sites”). Part of our Template Service includes access to Google Sheets, and usage of applications such as Zapier, Integromat, Chatfuel, ManyChat, FLOWXO, Diagflow, and Weebly. Unless otherwise specifically and explicitly indicated, Conversionate does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Conversionate makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Any content referred to as community provided is provided by third parties and not developed or maintained by Conversionate. By using any community marked code or libraries in your software development, you acknowledge and agree that Conversionate is not in any way responsible for the performance or damages caused by such community provided code or library.
7.0 Confidentiality Conversionate acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Conversionate on behalf of CHURCH or disclosed by CHURCH to Conversionate.
8.0 LIMITATION OF LIABILITY
8.1 No Liability: Supplier shall not be liable to the CHURCH or User for any consequences resulting from:
16.3 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.0 Term and Termination
9.1 Period of Agreement and Notice of Termination This Agreement shall become effective as of DATE on SIGNATURE PAGE and shall continue for minimum 6 months if church has attendance of 2,000 or less each week or for a minimum of 12 months if church has attendance over 2,000 per week. Agreement will continue after that point on a monthly basis until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other.
9.2 TERMINATION FOR CAUSE Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the CHURCH, if the CHURCH materially breaches its obligations to make payment pursuant to this Agreement.
9.3 PAYMENT FOR NON-CANCELABLE MATERIALS Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the CHURCH, that any such materials and services, are non-cancelable. Hourly rates are billed at $95.00 per hour.
9.4 MATERIALS UNPAID FOR If upon termination there exist any materials furnished by Conversionate or any services performed by Conversionate for which you have not paid in full, until such time as CHURCH has paid Conversionate in full CHURCH agrees not to use any such materials, in whole or in part, or the product of such services.
9.5 TRANSFER OF MATERIALS Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by CHURCH to Conversionate, Conversionate shall transfer, assign and make available to CHURCH all property and materials in its possession or control belonging to CHURCH. CHURCH agrees to pay for all costs associated with the transfer of materials.
10.0 General Provisions
10.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, USA.
10.2 REPRESENTATIONS AND WARRANTIES Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
10.3 SEVERABILITY If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
ACCEPTANCE To accept these terms to apply to this contract, click the Accept button on the signature page and sign at the prompt. You may print this page as it the agreed upon terms between us. You will be emailed a copy of the signature page for your records.
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PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE CONVERSIONATE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE CONVERSIONATE SERVICES.
Date of Agreement: see date of signature
Between "us", Conversionate “Conversionate” (aka ARRiiVE Business Solutions/AspireNow), and you "CHURCH” (CHURCH as identified on signature page of agreement).
You, CHURCH, located at (see CHURCH ADDRESS on signature page), are hiring Conversionate (ARRiiVE Business Solutions/AspireNow) located at 715 S. Elm Street, #120, Arroyo Grande, California.
1.0 Services Rendered
1.1 DESIGN Conversionate will create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. We create designs iteratively and use predominantly chatbot building software, along with JSON, HTML, and CSS so we won’t waste time mocking up every template as a static visual. We may use static visuals to indicate a look-and-feel direction (color, texture and typography) or simply show you the demo bot with your information populated for approval.
You will have two days and two opportunities initially to review our work and provide feedback. If, at any stage, and if you (CHURCH) are not happy with the direction our work is taking, you will pay us in full for everything we have produced up to that that point and then cancel this contract.
1.2 TEXT CONTENT Writing or inputting any text copy is not included in this contract. If you (CHURCH) would like CONVERSIONATE to write new content or input text for you, we are happy to provide a separate estimate for that.
1.3 PHOTOGRAPHS You (CHURCH) will need to supply graphic files to us in an editable, vector digital format. Photographs must be in a high resolution digital format typically size 200x200 and provided by URL link to location. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images. If you would like us to search for photographs for you, we can provide a separate estimate for that. Cost of buying stock photographs or a photo shoot is not included in this contract.
1.4 TECHNICAL SUPPORT Conversionate is not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can suggest an account for you at one of our preferred hosting providers. Our technical support is for the GROW ChurchBot and IGNITE GospelBot ONLY to ensure those chatbots are functioning according to specifications.
1.5 TESTING We will test the app on an iPhone 7 and in CHROME on the HP PC and you are welcome to test it on your own iPhone and Android, as app rendering may vary by device. Using the app on iPhones older than 4S may result in slow performance due to the age of the phone.
1.6 CHANGES AND REVISIONS The price at the beginning of this contract is based on GROW ChurchBot as demonstrated. There will be periodic revisions to the ChurchBot template and your ChurchBot will be automatically updated in due course as we roll out new revisions.
1.7 ERRORS Conversionate cannot guarantee that our work will be error-free (we are human, after all) so we cannot be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if CHURCH has advised us of them.
2.0 Mutual Cooperation
We agree to use our best efforts to fulfill and exceed your expectation on the deliverable items listed above. You agree to aid us in doing so by making available to us needed information pertaining to your website and to cooperate with us in expediting the work. You agree to (1) assign us as admin in your Facebook account immediately, (2) complete the initial Google Sheet for us within 24 hours of APPROVAL of this proposal, and (3) help test the app when ready, or recognize any delay will add to the number of days or hours subsequent to this delay.
3.0 Charges for Services Performed
3.1 Feature Requests Functionality or feature requests above and beyond those listed in the budget and/or the functionality specs may be considered out-of-scope and an amendment to the budget will be recommended. Projects that go dormant for longer than 45 days will incur a new project fee to resume work at the discretion of Conversionate (ARRiiVE Business Solutions/AspireNow). Delays may be billed at our normal hourly rate of $95.00.
4.0 Terms of Payment
4.1 BILLING SCHEDULE
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. We’re also sure you will want to maintain a positive working relationship and keep the project moving forward, so you agree to stick tight to the following payment schedule.
The billing will, therefore, be handled in advance of the month payment received.
Conversionate will invoice Church for one-hundred per cent (100%) of the initial setup fees at point of this signed contract agreement. We also bill monthly in-advance, via credit card. If your payment is declined, you will have 48 hours to remedy or the ChurchBot may be disconnected or deactivated from your account.
CHURCH will provide Conversionate with all necessary purchase order numbers and other internal information required for invoice processing before the beginning of the month of work (if applicable).
For any work outside of the template design and installation, billing will be due net 10 OR may be charged to client credit card, at client discretion.
4.3 CLIENT AGREEMENT TO PAY The parties each individually represent and warrant that each has full power and authority to enter into this Agreement and to perform all of their obligations hereunder without violating the legal or equitable rights of any third party.
You agree to pay our initial (1st) invoice upon receipt which will act as a deposit for the project. Monthly maintenance and support is billed monthly in advance on schedule 30 days from when we received your first payment. In the event payment is not made within 15 days, Conversionate will charge a late payment fee of 1% per month on any overdue and unpaid balance not in dispute, to cover the manpower, interest, and other costs Conversionate pays for carrying overdue invoices from CHURCH. In addition, Conversionate reserves the right to stop work or disconnect the GROW ChurchBot until payment is received.
4.4 COLLECTION COSTS In the event that we incur legal fees, costs and disbursements in an effort to collect our invoices, in addition to interest on the unpaid balance, you agree to reimburse us for these expenses.
5.0 Cancellation of Plans
5.0 CANCELLATION OF PLANS OR CHURCHBOT You have the right to modify, reject, cancel or stop any and all plans or work in process. However, you agree to reimburse us for all costs and expenses we incurred prior to your change in instructions, and which relate to non-cancellable commitments, and to defend, indemnify and hold us harmless for any liability relating to such action. We agree to use our best efforts to minimize such costs and expenses.
5.1 PROHIBITED ACTIVITIES – INCLUDING COPYING THE CHATBOT DESIGN OR TEMPLATE PROHIBITED CHURCH and its authorized users may use the Conversionate Template and Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the CHURCH nor any of its users may:
- use the Conversionate Services/Template or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
- copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Conversionate ChurchBot or GospelBot or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Conversionate is not permitted by that applicable law to exclude or limit the foregoing rights;
- use the Conversionate’s Template and Services or any part or element thereof unless it has agreed to these Terms.
You may not COPY our Chatbot or any part of our template without prior permission. Doing so and either (a) selling, or (b) using our template or any part thereof will cause us serious damage and you will be held liable for $100,000 for each documented instance of violation of our Copyright and/or Trademark or Patent(s) (even if Patent pending). You would also be responsible for any attorney fees on both sides to defend any action brought against you for violating this 5.1 clause.
6.0 Responsibilities of Conversionate and CHURCH
6.1 CONVERSIONATE’S RESPONSIBILITY FOR RELEASES Conversionate shall obtain releases, licenses, permits or other authorization to use data, including copyrighted materials, photographs, art work or any other property or rights belonging to third parties provided to Conversionate for use in performing services for CHURCH (If applicable).
6.2 CLIENT RESPONSIBILITY FOR DATA CHURCH guarantee that all elements of text, images, or other artwork you provide are either owned by your good selves, or that you have permission to use them. (No Getty Images without license!). It is understood that data provided by CHURCH to Conversionate will be utilized as the template indicates in various locations of the CHURCHBOT to render your information correctly. It is up to CHURCH to report or modify errors in the GOOGLE SHEET PROVIDED by CONVERSIONATE to adjust any errors in data provided.
Then when your final payment has cleared, copyright will be automatically assigned as follows:
6.3 ENTIRE AGREEMENT We own the visual elements that we create for this project. Even though we may give you a Chatbot template OR you may gain access to a template or part of the template, you do not own the template or Chatbot. You own all elements of text, images and data you provided, unless someone else owns them. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license that to you, exclusively and in perpetuity for this project only.
6.4 CLIENT RESPONSIBILITY FOR ACCURACY You shall be responsible for the accuracy, completeness and propriety of information concerning your products and services which you furnish to us verbally or in writing in connection with the performance of this Agreement.
6.5 UNLAWFUL CLIENT DATA In the event data is suspicious or discovered to the attention of Conversionate with reason to believe certain CHURCH data is unlawful, Conversionate has the right to:
a. notify CHURCH of such unlawful data;
b. deny its publication or its insertion to the Conversionate ChurchBot;
c. demand CHURCH bring data into compliance;
d. and remove any offensive data until resolved by CHURCH.
Once data is proven legal or replaced with legal content, Conversionate will reload or reauthorize the app to publish the data.
In addition, in the event Conversionate believes in its sole discretion CHURCH data violates applicable laws, rules, or regulations of these TERMS, CHUCH may remove such data at any time with or without notice. Without limiting the generality of the preceding sentence, Conversionate complies with the Digital Millennium Copyright Act, and will remove CHURCH data from the platform upon receipt of a compliant takedown notice.
6.6 Modifications to Service. Conversionate reserves the right to modify the Conversionate Services or any part or element therof from time to time without prior notice, including and without limitation:
a. rebranding the Conversionate Services at its sole discretion;
b. ceasing providing or discontinuing the development of any particular Conversionate service or ChurchBot component either temporarily or permanently;
c. taking such action as is necessary to preserve Conversionate’s rights upon any use of the Conversionate Services that may be reasonably interpreted as violation of CHURCH’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, CHURCH may be notified of any such modifications via email or upon logging into their account dashboard. Modifications, including change in applicable rates for Conversionate Services, will become effective thirty (30) days before the effective date of such modification.
6.7. Third Parts Sites, Products and Services
The Conversionate Services may include links to other websites or services (“Linked Sites”). Part of our Template Service includes access to Google Sheets, and usage of applications such as Zapier, Integromat, Chatfuel, ManyChat, FLOWXO, Diagflow, and Weebly. Unless otherwise specifically and explicitly indicated, Conversionate does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Conversionate makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
Any content referred to as community provided is provided by third parties and not developed or maintained by Conversionate. By using any community marked code or libraries in your software development, you acknowledge and agree that Conversionate is not in any way responsible for the performance or damages caused by such community provided code or library.
7.0 Confidentiality Conversionate acknowledges its responsibility, both during and after the term of its appointment, to use all reasonable efforts to preserve the confidentiality of any proprietary or confidential information or data developed by Conversionate on behalf of CHURCH or disclosed by CHURCH to Conversionate.
8.0 LIMITATION OF LIABILITY
8.1 No Liability: Supplier shall not be liable to the CHURCH or User for any consequences resulting from:
- any modifications in these Terms, calculation and rates of Fees, the Conversionate Services, Conversionate Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Conversionate Services or Conversionate Material;
- deletion of, corruption of, or failure to store any Client Data;
- use of CHURCH Data by the CHURCH or any of the Users associated with the Account;
- upgrading or downgrading the current Plan;
- any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to CHURCH failure to keep them confidential;
- the CHURCH’s use of the Account or the Conversionate Services by means of browsers other than those accepted or supported by Conversionate;
- the application of any remedies against the CHURCH or authorized Users by Conversionate, for example if the CHURCH or User has committed a crime or conducted a breach of applicable law by using the Conversionate Services or any part or element thereof;
- the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Conversionate Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
- the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
- provide Conversionate with accurate information about the CHURCH, Users or Account;
- notify Conversionate of any reasons due to which a User does not have the right to use the Account on behalf of the CHURCH;
- provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Conversionate’s negligence, breach if these Terms or otherwise);
- ensure the lawfulness of the CHURCH Data;
- obtain the necessary rights to use the CHURCH Data; or
- abide by any of the restrictions described in these Terms.
16.3 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.0 Term and Termination
9.1 Period of Agreement and Notice of Termination This Agreement shall become effective as of DATE on SIGNATURE PAGE and shall continue for minimum 6 months if church has attendance of 2,000 or less each week or for a minimum of 12 months if church has attendance over 2,000 per week. Agreement will continue after that point on a monthly basis until terminated by either party upon not less than 60 days’ notice in writing given by either party to the other.
9.2 TERMINATION FOR CAUSE Either party to this Agreement may terminate the Agreement if the other party defaults in the performance of any of its material duties and obligations and the default is not cured within thirty (30) days of the receipt of notice of said default, or if the default is not reasonably curable within said period of time, unless the defaulting party commences cure within said period of time and diligently proceeds to cure the default.
In addition, either party may immediately terminate this Agreement by giving written notice to the other party if the other party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction, if the other party makes an assignment for the benefit of creditors, if a trustee, or similar agent is appointed with respect to any property or business of the other party, or in the case of the CHURCH, if the CHURCH materially breaches its obligations to make payment pursuant to this Agreement.
9.3 PAYMENT FOR NON-CANCELABLE MATERIALS Any non-cancelable materials, services, etc., we have properly committed ourselves to purchase for your account, (either specifically or as part of a plan such as modules, photography and/or external services) shall be paid for by you, in accordance with the provisions of this Agreement. We agree to use our best efforts to minimize such liabilities immediately upon written notification from you. We will provide written proof, upon request of the CHURCH, that any such materials and services, are non-cancelable. Hourly rates are billed at $95.00 per hour.
9.4 MATERIALS UNPAID FOR If upon termination there exist any materials furnished by Conversionate or any services performed by Conversionate for which you have not paid in full, until such time as CHURCH has paid Conversionate in full CHURCH agrees not to use any such materials, in whole or in part, or the product of such services.
9.5 TRANSFER OF MATERIALS Upon termination of this agreement, provided that there is no outstanding indebtedness then owing by CHURCH to Conversionate, Conversionate shall transfer, assign and make available to CHURCH all property and materials in its possession or control belonging to CHURCH. CHURCH agrees to pay for all costs associated with the transfer of materials.
10.0 General Provisions
10.1 GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, USA.
10.2 REPRESENTATIONS AND WARRANTIES Except as otherwise set forth or referred to in this Agreement, this Agreement constitutes the sole and entire Agreement and understanding between the parties hereto as to the subject matter hereof, and supersedes all prior discussions, agreements and understandings of every kind and nature between them as to such subject matter.
10.3 SEVERABILITY If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. In such instance, this Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect.
ACCEPTANCE To accept these terms to apply to this contract, click the Accept button on the signature page and sign at the prompt. You may print this page as it the agreed upon terms between us. You will be emailed a copy of the signature page for your records.
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