Professional Service Agreement (“PSA”)
Accepting the PSA
- You accept each and every provision of the then-current PSA by using any of the Services or by clicking the button at the Site to confirm any order of Services. If you do not agree, then do not use the Site or use or order the Services.
- By accepting the PSA, you affirm that you are an agent acting on behalf of your church or organizations, and that you are authorized to bind your organization or church to the terms of the PSA. As used in this PSA, “you” includes you individually, as well as your organization or church.
Explanation of Service
- Elexio provides remote email and/or phone technical support Monday-Friday from 9 a.m.-5 p.m. EST. Elexio is not responsible to support hardware, software, networking, or technology that Elexio did not deliver, even if such malfunction interferes with your use of the Services. Elexio may deliver its Services with hardware or software provided by third party vendors and all relevant support or warranty for that hardware or software is solely obtained from those vendors.
- Elexio uses 128-bit encryption to encrypt, secure, and protect data from interception, loss, or theft.
- Elexio will cooperate with government officials if you use the Services for any unlawful purpose, or if Elexio is served with relevant legal process.
Content in Services
- “Content” means any data file, written text, computer software, music, audio file, or other sounds, photographs, videos or other images you or your users may access or create through the Services. You agree to bear sole responsibility for any Content you or your users create, transmit or display while using the Services. You retain all of your ownership rights in your and your user’s submissions. You may not create, transmit or permit display of Content that is inconsistent with Elexio’s mission.
- You agree to abide by Elexio’s Content Policy. The Content Policy permits your use and display of Content, but requires you to be vigilant and accountable to Elexio as to all materials you place on your site or permit to be placed on your site. You agree to use only those created materials that you have created or licensed, and not to use materials that infringe copyrights. You retain all of your ownership rights in your user submissions and content you create. Elexio is not responsible for the accuracy, usefulness, safety, or rights of copyright or trademark in, to or arising from your user’s submissions.
- Elexio’s Content Policy prohibits your use or display of “Non-Acceptable Content,” which includes but is not limited to pornography, copyright infringing materials, and spam. You should diligently ensure your continued familiarity with the Content Policy, as its violation is grounds for Elexio’s termination of Services to you.
- Content that resides on your designated database/site, either through Elexio’s requested import or through your manual entry, is your property and will not be sold or shared with any third party source without your expressed written consent. Elexio is committed to data privacy and follows current US standards, applicable to both US and International clients.
Use of Elexio Resources.
Elexio routinely monitors its Site and the overall resource utilization for all clients of our Service. Elexio does not routinely monitor your individual resource utilization of our Service; however, Elexio reserves the right to suspend your Service if it interferes with the Site, Elexio’s operations, or the normal operations of other Elexio clients.
Termination of Services
- If you want to cancel your subscription visit http://help.elexio.com/cancel where you will be directed to complete a form that that details your account information and the services to be terminated. On the day your request to cancel is received you will be charged one of the following fees.
- For cancellations made within 12 months of your initial sign up date: Your cancellation fee is equal to two full monthly payments. If you have 3 or more unused training hours at the time of your cancellation you will receive a refund of 50% of the value of those hours.
- For cancellations made after 12 months of your initial sign up date: Your cancellation fee is equal to one full monthly payment. Any unused training hours are not refundable.
- Elexio may delete all information and data stored in or as a part of your account(s). You agree to pay fees associated with any special requests you make of Elexio, including but not limited to, domain transfers, retrieving custom design files, DNS & email changes, retrieving a copy of your data, and so forth.
- Elexio may at any time without prior notice, immediately terminate or suspend all or a portion of your account and/or public access to your site or the Service for violation of the PSA. Elexio will provide reasonable time for you to move your content out of the Services via non-public means. Any termination of Services will be made at the sole discretion of Elexio and without refund.
- Elexio reserves the right to discontinue or modify any aspect of the Site or the Services at any time.
You will indemnify and hold harmless Elexio, its owners, officers, employees and affiliates from any liability, damage or cost (including reasonable attorneys fees and costs) from any claim or demand whatsoever that is made by any third party due to or arising out of your use of the Services, including (but not limited to) your violation of the PSA or claim that your materials or activities infringe the intellectual property rights of others.
Modifications of PSA
Elexio may modify the PSA from time to time. You may not modify any part of the PSA except with Elexio’s written approval in advance.
Enforcement of PSA
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the PSA is invalid, then that provision will be removed from the PSA without affecting the rest of the PSA. The remaining provisions of the PSA will continue to be valid and enforceable.
Remedies of Elexio
Elexio’s remedies are cumulative. You agree that if Elexio does not exercise or enforce any legal right or remedy which is contained in this PSA (or which Elexio has the benefit of under any applicable law), this will not be taken to be a formal waiver of Elexio’s rights and that those rights or remedies will still be available to Elexio. If your malicious or grossly negligent action or inaction results in a loss to Elexio then Elexio is entitled to payment from you that covers Elexio’s entire loss. If you fail to pay any amount due under any subscription agreement or other obligation to pay Elexio, you agree to pay all costs of collections incurred by Elexio, including administrative expenses, reasonable attorney’s fees, and court costs.
Remedies of the Client and Limitation on Elexio’s Liability
- You agree to provide written notice to Elexio of any claim or dispute you have against Elexio by stating the specific nature and cause. Unless specified otherwise in this PSA, for any claim that you may have against Elexio, you agree that the only remedies available to you are as follows:
- Elexio uses commercially reasonable efforts to resolve cause of your claim
- Elexio returns the fees that you paid for the Services related to the claim
- Acceptance of this PSA expressly waives any and all rights and remedies available to you by the Uniform Commercial Code or any other applicable laws.
- The liability of Elexio to you or any third party associated with you is limited to the lesser of (A) amounts actually paid to Elexio by you for services not performed, or (B) your direct out-of-pocket damages. You agree that Elexio will not be liable to you or any third party associated with you for any other payments for tangible or intangible damages, of whatever cause or origin, including but not limited to lost profits, direct or indirect, special, incidental, consequential or contingent damages of you arising from any such cause.
DISCLAIMER OF WARRANTIES
- YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ELEXIO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, ELEXIO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE OR HARDWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ELEXIO OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE PSA.
- Elexio grants you a limited, non-exclusive, non-transferable, revocable license to use the Services, software, data storage and any accompanying materials. Software included with the Service is licensed and not sold. You agree that you will not, under any circumstances, copy, reproduce, translate, reverse engineer, derive source code from, modify, disassemble, decompile, or create derivative works based on the Services provided by Elexio, in whole or in part.
- Elexio’s license is to be used only as described herein and in any applicable distribution agreement or other agreement between the parties. You may not re-distribute, disclose, sell or license the Services or license to other entities without written consent of Elexio.
- You agree not to circumvent, disable, or otherwise interfere with security-related features of the Site and Services that prevent or restrict use or copying of Elexio’s content or otherwise limit use of the Site.
- ELEXIO, Elexio’s logo, together with such other trademarks, service marks and logos contained at the Site are owned or licensed by Elexio. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. You are not granted any Mark license rights whatsoever through this PSA. Unless you have Elexio’s prior written consent, you are prohibited from representing to others that you are in any way affiliated with Elexio.
- Elexio reserves all rights not expressly granted in and to the Site and the Services. Elexio owns all the Site content and any content provided through the Services, including but not limited to the media elements, text, documents, descriptions, products, software, graphics, photos, sound, videos, interactive features, services and any other content on the Site (“Media Elements”).
- The Media Elements at the Site are generally for your non-business use only. If you desire to use the Media Elements for business use, please contact client service at Elexio in advance of any actual use. Except for those permitted uses, the Media Elements may not be otherwise used, copied, distributed, transmitted, broadcast, displayed, sold, licensed, decompiled, reverse-engineered, or exploited for any other purpose whatsoever without Elexio’s prior written consent. You may not use the Media Elements:
- By granting your users the right to license or distribute Media Elements to others;
- To imply endorsement of your entity or activity by others;
- To create obscene or scandalous works; or
- To create any result that is inconsistent with the Content Policy.
- This section shall survive any termination of the PSA.
Term, Payment and Fees
- The Term of this Service Agreement is twelve (12) months from the date of acceptance. It will automatically renew for one (1) year terms thereafter, until either party gives written notice to terminate the Agreement no less than two (2) months prior to the end of the then applicable term.
- You will pay the fees as more fully described in the proposal provided by your sales representative. All fees and prices are in U.S. Dollars unless otherwise specified.
- You agree to make prompt payment(s) by credit card or direct debit (unless otherwise agreed upon) according to your order upon confirmation of your order details and submission/acceptance of your order (except when express written permission is given by Elexio). All sales are final and no refunds of any type are available.
- If there are any current or future applicable taxes for the Service or products purchased from Elexio, you are required to pay them. If Elexio pays the taxes for you, then you are required to reimburse Elexio.
- Elexio, upon 30 days notice, may introduce new fee schedules. Price changes and institution of new charges implemented during your subscription term will apply to subsequent subscription terms and to all new subscribers after the effective date of the change.
- If subscription increases are found necessary due to reasons deemed appropriate by Elexio, no more than a 15% subscription increase will be incurred.
- Any, and all, original or subsequent discounts shall not factor into increases. All increases will be based on original list pricing at the time of subscription and the resulting rate.
- Furthermore, Elexio guarantees that increases will not occur less than 6 months from prior rate adjustments, excluding standard fee assessments for client growth. Standard fee assessments for record count will be assessed at yearly intervals. These assessments will be unbiased reports of those records by client for purposes of subscription adjustment.
- This PSA, and any rights and licenses granted by it, may not be assigned or transferred by you. Elexio, however, may assign this without restriction.
- A finance charge of 1.5% per month on the unpaid balances over 30 days, or the maximum amount allowed by law, whichever is greater, will be charged on past due accounts. Payments will be applied first to the accrued interest and then to the principal unpaid balance. Any attorney fees, court costs, or other costs incurred in collection of delinquent accounts must be paid by you. If payment of invoices is not current, then Elexio may suspend your Service. Time payment plans are not available with the pay-by-check option.
- During the term of this PSA and for 2 years thereafter, you shall not solicit, contract with, or hire away any employees or subcontractors of Elexio, or induce any of them to leave Elexio.
- This PSA, all subscription agreements and all disputes between you and Elexio shall be governed by the laws of the State of Tennessee. Jurisdiction over and venue of any suit arising out of or related to this or any agreement or dispute shall be litigated only in the courts located in Knox County, Tennessee.
- This PSA is the entire agreement between you and Elexio and can only be modified in writing pursuant to the terms herein.
- This PSA binds and benefits both parties, their successors and assigns.
- Time is of the essence of this PSA.