Terms of Service — My Church Secretary

1. Introduction and Acceptance

These Terms of Service (the “Terms”) form a binding agreement between 1580 Resources LLC, an Iowa limited liability company that operates the “My Church Secretary” software service (“MCS,” “we,” “us,” or “our”), and the church, congregation, religious organization, school, ministry, or other entity that subscribes to or otherwise uses the Service (“Customer,” “you,” or “your”).

By clicking “I Agree” (or a similar button), by signing or accepting an Order Form that references these Terms, or by accessing or using the Service, you accept these Terms. If you are accepting these Terms on behalf of a Customer, you represent and warrant that you are authorized to bind that Customer to these Terms, and references to “you” include both you individually and the Customer. If you do not agree, you may not access or use the Service.

These Terms incorporate by reference our Privacy Policy and our Acceptable Use Policy (the “AUP”), each of which forms part of this agreement.

2. Definitions

“Authorized User”: means an individual you authorize to use the Service on your behalf, such as a pastor, staff member, council member, or volunteer.
“Customer Data”: means information, content, records, and materials submitted to, uploaded to, generated within, or processed through the Service by you or your Authorized Users, including information about Members.
“Documentation”: means the user guides, help articles, and product documentation we make available through the Service.
“Member”: means an individual whose information is held within your account, such as a church member, prospective member, visitor, contact, or recipient of communications sent through the Service.
“Order Form”: means an ordering document, sign-up page, or in-application checkout that identifies the Service plan, fees, and term you have selected.
“Service”: means the My Church Secretary software application, websites, mobile applications, APIs, and related services we make available to you, including any updates and new features.

3. The Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the term of your subscription to access and use the Service for your internal religious, pastoral, and administrative purposes.

We may, in our reasonable discretion, modify, enhance, add, remove, or discontinue features of the Service from time to time. We will give you reasonable advance notice of changes that materially reduce the functionality of a feature you actively use, except where the change is required for security, legal compliance, or carrier directives.

4. Accounts and Authorized Users

You must create an account to use the Service. You agree to provide accurate, current, and complete information when registering and to keep that information up to date. You are responsible for safeguarding your account credentials and for all activity that occurs through your account, whether or not authorized by you. You must promptly notify us at pastoralex@mychurchsecretary.com of any suspected unauthorized access to your account.

You may designate Authorized Users to access the Service on your behalf. You are responsible for the acts and omissions of your Authorized Users and for ensuring that each Authorized User complies with these Terms, the Privacy Policy, and the AUP. The number of Authorized Users may be limited by your subscription plan, as described in the applicable Order Form.

5. Customer Data

As between you and us, you own all right, title, and interest in and to Customer Data. You grant us a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, display, and otherwise use Customer Data solely as necessary to: (a) provide, maintain, secure, and improve the Service; (b) deliver communications you initiate; (c) prevent or address service, security, support, technical, or legal issues; and (d) comply with applicable law and lawful requests. We do not use Member information to train artificial intelligence or machine learning models.

You represent and warrant that: (i) you have all rights, consents, and authorizations necessary to provide Customer Data to us and to permit our processing of it as described in these Terms and the Privacy Policy; (ii) Customer Data, and our authorized use of it, will not violate any law or infringe the rights of any third party; and (iii) you will collect and maintain documented opt-in consent from any Member to whom you direct SMS or similar communications through the Service, in accordance with the Privacy Policy, the AUP, and applicable law.

6. Privacy and Acceptable Use

Our collection, use, and disclosure of personal information is described in our Privacy Policy, which is incorporated by reference. Your use of the Service is also subject to our AUP, which is incorporated by reference. You agree to comply with the AUP and to ensure that your Authorized Users do the same.

7. SMS Messaging and Telecommunications

The Service includes features that allow you to send SMS text messages and similar communications to Members through third-party telecommunications providers and the wireless carriers. With respect to those communications:

You are the “sender” of each message for purposes of the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, the rules of the Cellular Telecommunications Industry Association (CTIA) and The Campaign Registry (TCR), and any analogous state laws, and you are solely responsible for compliance with those rules.
You will collect, document, and retain valid opt-in consent for every Member to whom you send messages, in the form required by applicable law and by our SMS Policy, and you will retain those records for at least four (4) years.
You will promptly honor opt-out requests and HELP requests, and you will not attempt to disable, bypass, or circumvent the opt-out and HELP functionality provided by the Service.
You will not send any content prohibited by the AUP, including content within the SHAFT-C categories (Sex, Hate, Alcohol, Firearms, Tobacco, Cannabis).
You acknowledge that messaging is delivered through third-party providers and wireless carriers, who may, in their sole discretion, throttle, block, or refuse to deliver messages, change throughput limits, suspend campaigns, or take other actions outside our control. We do not guarantee message delivery and are not responsible for fees, penalties, or losses arising from carrier actions.
Telecommunications usage may be subject to per-message, per-number, per-campaign, registration, vetting, or similar fees. Such fees are part of the Service fees described in your Order Form or our then-current pricing page, unless your Order Form expressly states otherwise.

8. Subscription, Fees, and Payment

You agree to pay all fees described in your Order Form and on our then-current pricing page. Unless your Order Form expressly states otherwise:

Subscription fees are payable in advance for each billing period (monthly or annually, as you select).
By providing a payment method, you authorize us (and our payment processor) to charge that payment method for all fees as they become due, including renewal fees and any applicable taxes.
Fees are exclusive of taxes, levies, and duties imposed by any taxing authority, and you are responsible for paying all such taxes, other than taxes based on our net income.
If a payment is not received when due, we may, after reasonable notice, suspend access to the Service until the past-due amount is paid, and charge interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Except where required by law, fees are non-refundable, including in the case of suspension or termination for breach of these Terms or the AUP.
We may modify pricing for renewal terms by giving you at least thirty (30) days’ notice before the start of the renewal term. If you do not agree to the new pricing, you may terminate at the end of the then-current term.

9. Term, Renewal, and Termination

Your subscription begins on the start date stated in your Order Form (or, if none is stated, the date you first access the Service) and continues for the initial term stated in the Order Form (the “Initial Term”). Unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription will automatically renew for successive renewal terms of the same length as the Initial Term.

Either party may terminate these Terms for cause if the other party materially breaches them and fails to cure the breach within thirty (30) days after receiving written notice of the breach, except that we may terminate immediately and without further notice for any breach of the AUP or the SMS rules in Section 7, or for non-payment that remains uncured after notice and a reasonable opportunity to cure.

Upon termination or expiration: (a) your right to access and use the Service ceases; (b) we will, upon your written request made within thirty (30) days after termination, make Customer Data available for export in a commercially reasonable format; (c) after that thirty-day window, we may delete Customer Data in accordance with the retention schedule in the Privacy Policy; and (d) any payment obligations accrued before termination remain payable.

10. Suspension

We may suspend your access to all or part of the Service, with or without prior notice, if we reasonably determine that: (a) you have violated these Terms, the AUP, or applicable law; (b) your use poses a security, integrity, or legal risk to the Service, to other Customers, to Members, or to MCS; (c) a wireless carrier, telecommunications provider, governmental authority, or court has directed us to suspend; or (d) you have failed to pay fees when due. We will, where reasonably practicable, give you notice and an opportunity to cure before suspending.

11. Intellectual Property

We and our licensors own all right, title, and interest in and to the Service, the Documentation, and all related software, content, and intellectual property rights. Nothing in these Terms transfers any ownership rights to you. The “My Church Secretary” name and logo are our trademarks; you may not use them without our prior written consent, except to identify the Service in a factual, non-disparaging way.

You will not, and will not permit any third party to: (i) copy, modify, or create derivative works of the Service; (ii) reverse engineer, decompile, or disassemble the Service, except where this restriction is prohibited by law; (iii) sell, resell, sublicense, lease, or otherwise transfer the Service; (iv) remove or alter any proprietary notices; or (v) use the Service to build or benchmark a competing product.

If you provide us with any suggestions, ideas, feedback, or recommendations regarding the Service (collectively, “Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit the Feedback for any purpose, without obligation to you.

12. Third-Party Services

The Service may interoperate with or rely on third-party products, services, or content (including, without limitation, telecommunications services from Twilio Inc., cloud hosting, payment processing, and email delivery providers). Your use of any third-party service is governed by that third party’s terms, and we are not responsible for the acts, omissions, or content of third parties. We may suspend or remove an integration at any time.

Online giving. The Service offers an online-giving page powered by a third-party donation plugin integrated with the Customer’s own Stripe account. The Customer is the merchant of record for all donations received through that page, holds the merchant agreement with Stripe directly, and receives funds into bank accounts the Customer controls. We do not process, settle, custody, or transmit donation funds, and we are not a money transmitter. The Customer is solely responsible for tax receipting, donor acknowledgment, and compliance with any state charitable-solicitation registration or reporting obligations applicable to its fundraising activities.

13. Warranties and Disclaimer

We warrant that we will provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards. Your exclusive remedy for any breach of this warranty is, at our option, re-performance of the deficient services or termination of these Terms and refund of the pro-rata portion of any pre-paid, unused fees.

EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM HARMFUL COMPONENTS, OR THAT ANY MESSAGE WILL BE DELIVERED, RECEIVED, OR TIMELY.

Pastoral content and clergy confidentiality. The Service applies role-based access controls intended to limit visibility of pastoral care notes to the Authorized User holding the pastor role at the Customer. These controls are application-layer safeguards that support pastoral practice; they are not a substitute for the clergy-penitent privilege or any analogous legal protection that may apply under state or federal law. We make no representation that records stored in or transmitted through the Service will be treated as privileged in any legal proceeding, and the Customer should not rely on the Service in lieu of independent legal advice regarding the scope and preservation of any applicable privilege.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY (OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, DATA, USE, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS, (B) YOUR PAYMENT OBLIGATIONS, AND (C) A PARTY’S BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

The parties agree that the limitations in this Section 14 are an essential element of the basis of the bargain and would not be entered into in their absence.

15. Indemnification

15.1 Indemnification by You

You will defend, indemnify, and hold harmless MCS and its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claim, demand, suit, or proceeding, and all related losses, liabilities, damages, settlements, costs, and expenses (including reasonable attorneys’ fees), arising out of or related to: (a) Customer Data, including any allegation that Customer Data violates the rights of a third party or applicable law; (b) your or your Authorized Users’ use of the Service in violation of these Terms, the AUP, or applicable law; (c) any SMS, voice, email, or other communication you initiate through the Service, including alleged violations of the TCPA, CAN-SPAM, state telecommunications laws, or carrier rules; or (d) your gross negligence or willful misconduct.

15.2 Indemnification by Us

We will defend you from any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark of a third party, and will indemnify you for damages and costs finally awarded by a court of competent jurisdiction or paid in a settlement we approve. We have no obligation under this Section 15.2 to the extent a claim arises from: (i) Customer Data; (ii) use of the Service in combination with products or services not provided by us, where the claim would have been avoided without the combination; (iii) modifications to the Service not made by us; or (iv) use of the Service after we have provided modified or replacement functionality and asked you to use it. If the Service is, or in our reasonable opinion is likely to become, the subject of an infringement claim, we may, at our option, (1) procure the right for you to continue using the Service, (2) modify or replace the Service to make it non-infringing, or (3) terminate the affected portion of the Service and refund the pro-rata portion of any pre-paid, unused fees. This Section 15.2 states our entire liability and your sole remedy for any third-party intellectual property claim.

15.3 Procedure

Each party’s indemnification obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of the claim; (b) giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle a claim that imposes a non-monetary obligation on the indemnified party without its prior written consent); and (c) reasonably cooperating in the defense at the indemnifying party’s expense.

16. Confidentiality

Each party may have access to non-public information of the other party that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). Customer Data is your Confidential Information; the non-public portions of the Service and pricing terms are our Confidential Information. Each party will: (a) use the other party’s Confidential Information only as needed to perform under these Terms; (b) protect it using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and in any event not less than reasonable care; and (c) limit access to those of its personnel, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than these Terms. Confidential Information does not include information that is publicly known through no fault of the receiving party, was rightfully known to the receiving party without restriction before disclosure, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without restriction.

17. Beta, Trial, and Free Features

From time to time we may make features available on a free, trial, beta, evaluation, or “early access” basis (“Pre-Release Features”). Pre-Release Features are provided for evaluation only, may be changed or discontinued at any time, and are excluded from the warranty in Section 13. Our total liability for Pre-Release Features, if any, will not exceed fifty U.S. dollars (US$50).

18. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will provide you with at least thirty (30) days’ notice by email to the address associated with your account or by a prominent notice within the Service. Material changes that materially reduce your rights or materially increase your obligations will not apply retroactively. Your continued use of the Service after the effective date of an updated version of the Terms constitutes your acceptance of the update.

19. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Iowa without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the following paragraph, the state and federal courts located in Boone County, Iowa, have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party irrevocably submits to that jurisdiction and waives any objection based on inconvenient forum.

Before initiating any legal action, the parties will attempt in good faith to resolve the dispute through informal negotiation, beginning with written notice from one party to the other. If the dispute is not resolved within thirty (30) days after that notice, either party may initiate legal action.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

20. General

20.1 Notices

Notices to you may be given by email to the address associated with your account or by posting within the Service. Notices to us must be sent to 1580 Resources LLC, Attn: Legal, 22 Mitchell Drive, Faribault, MN 55021, with a copy to pastoralex@mychurchsecretary.com. Notices are deemed given on receipt.

20.2 Assignment

You may not assign or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this Section 20.2 is void.

20.3 Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, labor disputes, internet or telecommunications failures, or failures of upstream service providers (including telecommunications and cloud providers).

20.4 Independent Contractors

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

20.5 Severability and Waiver

If any provision of these Terms is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be reformed to give effect to the parties’ intent to the greatest extent permitted by law. A party’s failure to enforce any provision is not a waiver of its right to enforce the provision later.

20.6 Survival

Sections that by their nature should survive termination — including Sections 5 (with respect to the representations and warranties therein), 8 (accrued payment obligations), 11 (IP), 13 (Disclaimer), 14 (Limitation of Liability), 15 (Indemnification), 16 (Confidentiality), 19 (Governing Law and Dispute Resolution), and 20 (General) — survive any termination or expiration of these Terms.

20.7 Entire Agreement

These Terms, the Order Form, the Privacy Policy, the AUP, and any other documents expressly incorporated by reference constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral. Any terms in a Customer purchase order or similar document that conflict with these Terms are void and of no effect.

20.8 Electronic Acceptance

You consent to receiving these Terms, related agreements, and disclosures by electronic means, and you agree that your electronic acceptance has the same legal effect as a handwritten signature.

21. Contact

Questions about these Terms should be directed to us via our Contact page or in writing to:

1580 Resources LLC
Attn: Legal
22 Mitchell Drive, Faribault, MN 55021
Email: pastoralex@mychurchsecretary.com