PLEASE READ THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE ACTS246 LLC. SOFTWARE. BY CLICKING ON THE “SUBMIT” BUTTON, AND/OR EXECUTING A SALES ORDER FORM INCORPORATING THIS AGREEMENT, AND/OR ACCESSING ACTS246 LLC.’S PROPRIETARY INTERNET CHURCH MANAGEMENT SOFTWARE (“THE SERVICE”), YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THE FOLLOWING ARE THE TERMS AND CONDITIONS FOR ACCESS TO THIS WEBSITE AND USE OF THE SERVICE. BY LOGGING ONTO THE WEBSITE OR ACCESSING THE SERVICE THROUGH ANY INTERFACE, YOU ACCEPT THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.
1. PERMITTED USE1. The Service is to be used only by Customer and users authorized by Customer who are members of Customer (“Users”). Customer will have the ability to assign usernames and passwords (“logins”) to selected individuals maintained in their dedicated church database. Customer will have full control over who is authorized to access/use this Service, provided (i) Customer shall not authorize persons who are not members of Customer; and (ii) any login issued to a User will be disabled when such person is no longer a member of Customer. Customer will inform Acts246 immediately of any actual or potential unauthorized use of a login.
2. PASSWORDS AND ACCOUNT SECURITY1. Customer agrees and understands it is responsible for maintaining confidentiality of passwords associated with any account it uses to access the Service. 2. Accordingly, Customer agrees it shall be solely responsible to Acts246 for all activities occurring under its account. 3. If Customer becomes aware of any unauthorized use of its password or of its account, Customer agrees to notify Acts246 immediately.
3. CUSTOMER PROPRIETARY DATA RIGHTS1. The data, information, or material (“Data”) submitted to the Service is for the exclusive use of Customer. Acts246 agrees not to use, distribute, or disclose any Data except for disclosures required by law as set forth in Section V below. Acts246 shall have the right to remove any Data that violates this Agreement (i) immediately, if required by law; (ii) immediately, if Acts246 believes the failure to do so could cause irreparable harm; or (iii) otherwise upon five (5) business day written notice to Customer. Customer agrees to evaluate and bear all risks associated with the use of any Data, including any reliance on the accuracy and usefulness of such Data. The obligations under this Section IV shall survive the termination of this Agreement. 2. Customer agrees to not upload or transmit any Data that infringes, misappropriates, or violates any rights of any party. 3. Acts246 has the right to remove any or all email addresses which are deemed by intermediaries, including Internet Service Providers, to be ‘spamming’ addresses or addresses that otherwise degrade the performance of the application, create significant rejections, or are otherwise not being used for bona fide church management purposes.
4. ACTS246 ACCOUNT INFORMATION AND DATAActs246 does not own or have any rights to any Data Customer submits as a result of using this Service except Acts246 may use aggregate general statistical data as set forth below. Acts246 will not monitor, edit, or disclose any information regarding Customer or Customer’s database without Customer’s express written permission except in accordance with this Agreement or as may be required by law. For example, Acts246 may be required to disclose Data to cooperate with regulators or law enforcement authorities to comply with a legal process such as a court order, subpoena, search warrant, or law enforcement request. In addition, Acts246 may review certain User registration and statistical information such as usage or User traffic patterns in summative form for internal planning purposes in operating the Service. Acts246 may access and modify Customer database in order to perform Service updates or respond to service or technical problems when requested to do so by Customer, law enforcement officials, or any third party claiming misappropriation or breach of privacy or data rights.
5. ACTS246 PROPRIETARY RIGHTSCustomer acknowledges and agrees the Service contains proprietary and confidential methods and information protected by applicable intellectual property and other laws. Customer agrees to not, directly or indirectly, (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through, the Service or any software, documentation, or Data related to the Service; (ii) remove any proprietary notices or labels from the Service; (iii) modify, translate, or create derivative works based on the Service; or (iv) copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service.
6. SERVICE PROVIDER, VENDOR, AND BUSINESS PARTNER INFORMATION DISCLOSUREActs246 employs third-party companies to facilitate its services to Customer. These services may include, but are not limited to, file storage, encrypted backup services, web analytics, payment processing, email delivery, text messaging, hardware, or networking equipment. These third-party companies may have access to personal information insomuch as Acts246 employs their services.
7. REPRESENTATIONS AND WARRANTIES1. Acts246 represents and warrants it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and the Service will perform substantially in accordance with Acts246 ’s online Help Desk documentation under normal use and circumstances. 2. Acts246 also warrants and represents it will not share, rent, sell, or trade personal information (including email addresses) identifying Customer or its Users to third parties. Acts246 will only provide information such as Customer’s name, address, and credit card number to businesses for credit verification and billing services to ensure Acts246 receives proper payment for the Services and to Acts246 service providers for the purpose of providing the Service. 3. Acts246 represents it has implemented reasonable security measures to prevent the loss, misuse, and alteration of the confidential information in its possession. Acts246 uses various security measures to protect the information it collects, as appropriate to the type of information, including encryption, firewalls, and access controls. Acts246 has agreements in place with each of its service providers, vendors, and business partners requiring such third party to protect any Confidential Information transferred to them by implementing industry-standard security measures at least as restrictive as Acts246 ’s security measures.
8. SERVICE FEES1. Customer agrees to pay all applicable fees as specified in Customer’s Agreement. Fees are payable in advance and are due before the first business day of the month. Prepaid training and/or data migration fees are nontransferable and are forfeited if Customer fails to submit data or complete training within one (1) year of Agreement. 2. Acts246 reserves the right to disable Customer’s Account immediately if Customer fails to make payments for the Service by the day said payments are due. 3. All fees paid are not refundable. However, if Acts246 terminates or cancels the Service or Agreement, with or without cause, Acts246 shall refund Customer the unused portion of the fees remaining for the Agreement’s term (excluding any setup fees or data migration fees).
9. NONPAYMENT / SUSPENSION OF SERVICEIn addition to any other rights granted to Acts246 herein, Acts246 reserves the right to suspend or terminate this Agreement and Customer’s access to the Service if the account becomes delinquent (falls into arrears). If Customer or Acts246 initiates termination of this Agreement, Customer will be obligated to pay any balance due on the account computed in accordance with Section XIV above. Customer agrees Acts246 may charge such unpaid fees to a credit card or otherwise bill Customer for such unpaid fees. Acts246 reserves the right to impose a temporary access fee in the event Customer is suspended and thereafter requests access to the Service.
10. TERMINATION FOR CAUSEAny unauthorized access, use, copying, disclosure, distribution, or sub-licensing by Customer or with Customer’s aid or consent of the Service or any related methods, techniques, or processes, except as permitted under this Agreement, will be deemed a material breach of this Agreement. Additionally, any actions taken by Customer or its Users in conflict with Section XII above will also be deemed a material breach of this Agreement. Acts246, in its sole discretion, within reason, may terminate or suspend the login, account, or use of the Service if Customer or its Users materially breach this Agreement, provided Acts246 provides Customer a ten (10) business day written notice and a fifteen (15) day period to cure any and all material breaches thereafter.
11. TERMINATION OF SERVICECustomer agrees that upon termination pursuant to Sections XVI or XVII above, Acts246 will bar Customer from any further access to the Service. It is the sole responsibility of Customer to retrieve their Data and files from the Service prior to the date of termination. Customer’s account and all Data and files related to the Service shall be deleted ninety (90) days after terminated service. Acts246 will provide written notice (10) business days before such deletion to allow Customer final opportunity to export or download any Data or files related to the Service. Customers choosing to access the Service at that time will incur a temporary access fee, as described in Section XVI above. Customer may terminate the Service on five (5) business days advanced notice for failure by Acts246 to achieve the Uptime Milestone or due to a security breach. In such event, Customer, as its sole and exclusive monetary remedy in connection with such termination, may elect to have refunded the price paid in advance (if any) for the remaining portion of the Agreement’s term for use of the Service (excluding any setup fees or data migration fees). Acts246 may terminate use on notice of the Service if Customer is a competitor of Acts246 and upon such termination shall refund a pro rata portion of the fees paid for the unused term of the Agreement.
12. DISCLAIMER OF WARRANTIESUse of the Service and any reliance by Customer upon the Service, including any action taken by Customer because of such use or reliance, is at Customer’s sole risk. Acts246 does not warrant the Service will be uninterrupted or error-free, nor does it make any warranty as to the results that may be obtained from use of the Service. The Service is provided “as-is”, and Acts246 disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and noninfringement.
13. LIMITATION OF LIABILITYIN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SERVICE, ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, OR ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO CUSTOMER.
14. INDEMNITYSubject in all cases to the limitations set forth in Section XX (Limitation of Liability), the parties agree to the indemnity provisions set forth in subsections (1.)–(4.) below: 1. Customer agrees to indemnify Acts246 and its officers, directors, subsidiaries, affiliates, successors, assigns, and agents (collectively, the “Acts246 Indemnities”) and defend and hold the Acts246 Indemnities harmless from and against all liabilities, losses, damages, settlements, actions, claims, suits, penalties, fines, or expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation) incurred by any Acts246 Indemnities relating to or arising from or occurring as a result of Customer’s use of the Service; Customer’s connection to the Service; Customer’s violation of this Agreement; or Customer’s violation of any proprietary or other rights of another, provided: (i) the Acts246 Indemnities notify Customer in writing of the claim within thirty (30) days of notice of such claim; (ii) Customer has sole control of the defense and resolution of such claim; and (iii) the Acts246 Indemnities provide Customer with the reasonable assistance to perform Customer’s obligations under this Section. Customer will reimburse the Acts246 Indemnities’ reasonable out-of-pocket expenses incurred in providing such assistance. Notwithstanding the foregoing, nothing herein shall be construed to require Customer to indemnify any of the Acts246 Indemnities for a claim to the extent caused by or resulting from such Acts246 Indemnities’ own negligence or willful misconduct. 2. Acts246 shall indemnify Customer and its officers, directors, subsidiaries, affiliates, successors, assigns, and agents (collectively, the “Customer Indemnities”) and defend and hold the Customer Indemnities harmless from and against all liabilities, losses, damages, settlements, actions, claims, suits, penalties, fines, or expenses (including, without limitation, reasonable attorneys’ fees and other expenses of litigation) incurred by any Customer Indemnities, relating to or arising from or occurring as a result of infringement by the Acts246 Service of any patent, copyright, trademark, trade secrets, or other intellectual property rights of a third party; or Acts246 ’s violation of this Agreement, provided: (i) Customer Indemnities notify Acts246 in writing of the claim within thirty (30) days of notice of such claim; (ii) Acts246 has sole control of the defense and resolution of such claim; and (iii) Customer Indemnities provide Acts246 with the reasonable assistance to perform Acts246 ’s obligations under this Section. Acts246 will reimburse Customer Indemnities’ reasonable out-of-pocket expenses incurred in providing such assistance. Notwithstanding the foregoing, nothing herein shall be construed to require Acts246 to indemnify any of the Customer Indemnities for a claim to the extent caused by or resulting from such Customer Indemnities’ own negligence or willful misconduct. 3. Each party shall also indemnify, defend, and hold the other party and its respective Indemnities (as defined in (1.) and (2.) above) free and harmless from and against any and all claims, demands, actions, causes of action, lawsuits, judgments, costs, expenses, and other liabilities of every nature, including attorneys’ fees, arising from the breach or inaccuracy of any of the indemnifying party’s representations or warranties contained in this Agreement. 4. Neither Acts246 nor the Customer shall be obligated to indemnify the other party in any manner whatsoever for the other party’s negligence or willful misconduct. The foregoing indemnification provisions shall survive the termination of this Agreement.
15. NONDISCLOSUREBy virtue of this Agreement, the parties may have access to information confidential to one another (“Confidential Information”). The parties agree not to make each other’s Confidential Information available in any form to any third party or to use each other’s Confidential Information for any purpose other than the implementation of the Agreement. Each party agrees to take all reasonable steps to ensure Confidential Information is not disclosed or distributed by its employees or agents in violation of the provision of this Agreement.
16. GOVERNING LAW AND JURISDICTIONThis Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions, and shall be deemed to be executed in Boca Raton, Florida. Customer and Acts246 also agree to submit to the personal and exclusive jurisdiction of the courts located in the State of Florida.
17. NOTICESNotices to Customer shall be made by email to a designated account reference with a copy delivered first class mail to the then existing address of Customer shown on the records of Acts246. Notice to Acts246 shall be sent to: Acts246, LLC. 8993 SW 8th Street Boca Raton, FL 33433, Notices sent by overnight delivery service shall be deemed received on the business day of receipt from the delivery service. Mailed notices shall be deemed received upon the earlier of the date of delivery shown on the return receipt or the second business day after the date of mailing. Notices sent by facsimile transmission shall be deemed served on the date of transmission, provided it is during regular business hours, otherwise on the next business day. The Service may also provide notices of changes to this Agreement or other matters.
18. ATTORNEYS’ FEESShould either party bring legal action (including arbitration) to enforce its rights under this Agreement, the prevailing party in such action shall be entitled to recover from the losing party its reasonable attorneys’ fees and costs in addition to any other relief to which the prevailing party is entitled. The parties further agree any attorneys’ fees incurred in enforcing any judgment are recoverable as a separate item and this provision is intended to be severable from the other provisions of this Agreement, shall survive the judgment, and is not to be deemed merged into the judgment.
19. ACCEPTANCEThis Agreement becomes effective upon: 1. Acceptance of these terms by Customer as evidence by assent of the person accepting this Agreement, or 2. Valid payment by Customer which constitutes an electronic signature, or 3. Acceptance by Acts246 as shown by an acceptance response or commencement of use of the Service.
20. GENERALThis Agreement does not limit any rights Acts246 may have under trade secret, copyright, patent, trademark, or other laws. The failure of Acts246 to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions of the Agreement shall remain in full force and effect. The section titles in the Agreement are for convenience only and have no legal or contractual effect. The Agreement will inure to the benefit of Acts246 and its successors and assigns. Some jurisdictions may not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages in certain circumstances. Accordingly, some of the above limitations may not apply. All representations, warranties, terms, disclaimers, and limitations in the Agreement shall survive the termination of Customer’s account or access to the Service.
21. STATEMENT OF BELIEFActs246 is a non-denominational ministry, working with all Bible-believing Christian churches embracing traditional Christian theology. We believe in…
- The Holy Scriptures as originally given by God, divinely inspired, entirely trustworthy, and supremely authoritative.
- The only true God, the almighty Creator of all things, existent in three persons: Father, Son, and Holy Spirit.
- The value and dignity of all people, created in God’s image to live in love and holiness, but alienated from God and each other because of our sin.
- Jesus Christ, fully human and fully divine, born of a virgin, conceived by the Holy Spirit, who lived a perfect example, who assumed the judgment due sinners by dying in our place, and who was bodily raised from the dead and ascended as Savior and Lord.
- Justification by God’s grace, apart from works, to all who repent and put their faith in Jesus Christ alone for salvation.
- The indwelling presence and transforming power of the Holy Spirit, who gives to all believers a new heart and a new desire for obedient service.
- The unity of all believers in Jesus Christ, the Church, the bride of Christ, whose purpose is to care for, convert, and cultivate people towards God in the context of community with other people.
- The victorious reign and future personal return of Jesus Christ, who will judge all people, both living and dead, with justice and mercy, receiving the redeemed into eternal life.