Church Subscription Agreement

1. DEFINITIONS

(a) "Activated Member" means an individual who has created a ChurchFam account and joined the Church's community in the Service. Individuals who appear only in imported or uploaded directory records (for example, from Planning Center or a CSV import) and who have not created an account and joined do not count as Activated Members, and directory imports are unlimited on every plan.

(b) "Church Content" means data, text, images, and other materials that the Church or its administrators provide to the Company in connection with the Services, including member directory information the Church uploads or imports.

(c) "Member Content" means content submitted by individual members through the ChurchFam app, which is governed by the ChurchFam Mobile App Terms and Conditions (the "Member Terms") between the Company and each member.

(d) "Documentation" means the user guides, help content, and other published materials the Company provides about the Services.

(e) "Software" means the object code version of software to which the Church is provided access as part of the Services, including updates and new versions.

(f) "Services" means the Company's internet-accessible ChurchFam services made available by access to software hosted by the Company, including the ChurchFam mobile and web applications, the admin portal, Documentation, updates, and support.

(g) "Subscription Term" means the monthly or annual period selected in the Church's Order. The Subscription Term automatically renews for successive periods of the same length unless the Church cancels through its billing portal, or either Party delivers notice of non-renewal, before the start of the next period.

2. LICENSE GRANT

(a) During the Subscription Term, the Church receives a non-assignable, non-exclusive, worldwide right to access and use the Services for its internal community and ministry purposes under this Agreement, and to make the Services available to its members, whose individual use is governed by the Member Terms.

(b) This Agreement is a services agreement. The Company does not deliver copies of the Software to the Church.

3. CHURCH RESPONSIBILITIES

(a) In connection with its use of the Services, the Church shall: (i) comply with all applicable laws; (ii) comply with the Company's posted policies, including the Member Terms and Privacy Policy as they apply to community management; and (iii) promptly notify the Company of any security breach or unauthorized access it becomes aware of.

(b) The Church shall not: (i) reproduce or distribute material protected by intellectual property rights without authorization; (ii) provide false information to gain access to the Services; (iii) reverse engineer, disassemble, or decompile the Software except to the extent expressly permitted by applicable law; or (iv) access the Services or use the Documentation to build a similar or competitive product.

(c) Administrators and moderation. The Church shall designate one or more administrators, is responsible for actions taken through administrator accounts, and agrees that its administrators will moderate its community consistent with the Member Terms, including acting on reports of objectionable content.

(d) Member and minor data. The Church represents and warrants that it has a lawful basis and all notices, permissions, authorizations, and verifiable parental or guardian consents required to provide personal information to the Company. This obligation specifically includes directory information, household records, photographs, contact information, and other information concerning minors. The Church shall not upload information concerning a minor when it lacks the legally required authority or consent and shall promptly notify the Company of any request to access, correct, restrict, or delete such information.

(e) The subscription belongs to the Church. The subscription and the community data belong to the Church as an organization, not to any individual administrator. The Church may change its designated administrators and billing contact at any time through the admin portal or by notice to the Company, including when an administrator leaves the Church.

(f) License from the Church. The Church grants the Company a limited, non-exclusive, non-transferable license to host, reproduce, modify (for technical purposes such as formatting and backups), and display Church Content solely as necessary to provide, secure, and improve the Services. The Company does not sell Church Content or Member Content and does not use either for advertising.

4. OWNERSHIP AND DATA EXPORT

(a) The Church retains all ownership and intellectual property rights in Church Content. Members retain ownership of Member Content as described in the Member Terms.

(b) The Company and its licensors retain all ownership and intellectual property rights in the Software, Services, and Documentation and anything developed, improved, or delivered under this Agreement, other than Church Content and Member Content.

(c) Data export. During the Subscription Term and post-termination period, the Company will make available an export of Church Content and other community data the Church is legally authorized to receive. Members retain ownership of Member Content. Providing Member Content in an authorized export does not transfer ownership to the Church and does not permit the Church to use or disclose that content outside legitimate community administration, continuity, safety, recordkeeping, or legal purposes. The Church shall protect exported personal and sensitive information from unauthorized use or disclosure.

(d) Third-party technology used with the Services (for example, app store distribution or integrations) is governed by the applicable third party's terms and not by this Agreement.

5. SERVICE DESCRIPTION

(a) The Company will provide the Church with access to ChurchFam (the "Service") as a hosted solution, delivered through the ChurchFam mobile app for members and a web-based admin portal for the Church.

(b) Core functionality. Every plan includes the full ChurchFam feature set as described at churchfam.co, which currently includes the community feed, prayer requests, subgroups, member directory, events, notifications, and administrator and moderation tools. Plans differ only by Activated Member count, and the feature set may evolve over time.

(c) Support and maintenance. The Company provides technical support by email at support@churchfam.co and will provide updates and maintenance in the ordinary course.

(d) Availability. The Company will use commercially reasonable efforts to keep the Service available at all times, except for scheduled maintenance (of which the Company will give advance notice where practicable) and events beyond the Company's reasonable control. No specific uptime level is guaranteed.

(e) Data storage and backup. The Company will store Church Content and Member Content securely and maintain regular backups, as described in the Privacy Policy at churchfam.co/privacy.

(f) Limitations. The Service is a community platform. It does not include church management functions such as online giving, service check-in, or volunteer scheduling, and does not include data migration services beyond the import tools provided in the Service. Additional services, if any, would be agreed separately in writing.

6. SUBSCRIPTION PLANS AND FEES

The Church agrees to pay the fees for the plan selected in its Order (the "Fees"):

(a) Above 500 Activated Members, Fees are USD 50 per month for each additional 250 Activated Members or portion thereof (for example, 501 to 750 members is USD 150 per month, and 751 to 1,000 members is USD 200 per month). Annual billing at every size is 12 months for the price of 10.

(b) Free trial. New subscriptions begin with a 30-day free trial. A valid payment method is required to start the trial, and billing begins automatically at the end of the trial unless the Church cancels before the trial ends.

(c) Billing. Fees are billed in advance for each Subscription Term to the payment method on file, through the Company's payment processor (Stripe), via the Church's billing portal at churchfam.co. The Church authorizes recurring charges to its payment method. For annual plans of USD 1,000 or more, invoice and ACH billing are available on request, with payment due within 30 days of invoice.

(d) Member caps. If the Church's Activated Member count approaches its plan cap, the Company will notify the Church. If the count exceeds the cap, the Church agrees to upgrade to the appropriate plan for the next billing period, and the Company may pause new member activations above the cap until the plan is upgraded. The Company will never remove existing members' access because a cap has been exceeded.

(e) Fee changes. The Fees charged for the Church's current paid monthly or annual Subscription Term will not change during that term. The Company may change Fees or plan structures for a later renewal by providing at least 30 days' advance notice. The Church may cancel before the change takes effect.

(f) Member-limit protection. The Activated Member limit applicable to the Church's plan will not be reduced or adversely restructured during the Church's current paid Subscription Term. Any change may apply only to a subsequent renewal after the notice required by this Agreement.

(g) Taxes; refunds. Fees are exclusive of taxes, which are the Church's responsibility and will be collected where required. Except as required by law or expressly stated in this Agreement, Fees are non-refundable; the Church may cancel at any time and retains access through the end of the period already paid.

(h) Automatic renewal disclosure and consent. Unless canceled before renewal, the subscription automatically renews for successive periods of the same length, and the Company will charge the payment method on file the then-applicable Fees and taxes. Before submitting an Order, the Church will be shown the renewal frequency, recurring charge, trial expiration date, and cancellation method and must affirmatively authorize recurring billing. The Company will provide an electronic confirmation containing these terms and instructions for cancellation.

(i) Renewal and change notices. The Company will send renewal, trial-expiration, price-change, and other notices when required by applicable law. For annual subscriptions, the Company will provide a renewal reminder approximately 30 days before renewal identifying the renewal date, recurring charge, and method of cancellation. The Church remains responsible for maintaining a current billing email address.

7. TERM AND TERMINATION

(a) Term. This Agreement begins on the Effective Date and continues for the initial Subscription Term and each renewal until terminated as set out in this Section. The Church may cancel at any time through its billing portal, effective at the end of the current Subscription Term.

(b) Termination for breach. Either Party may terminate this Agreement upon a material breach by the other Party that remains uncured 30 days after written notice of the breach.

(c) Payment failure. If a payment fails, the Company will notify the Church and retry the payment. If the failure continues for 15 days after notice, the Company may suspend the Church's community's access to the Services, and if it continues for 30 days after notice, the Company may terminate this Agreement.

(d) Effect of termination. Upon termination: (i) the Church shall pay any amounts outstanding; (ii) access to the Services ends, except that (iii) the Church will have 60 days from the date of termination to retrieve its community data using the export described in Section 4(c), after which the Company will delete the Church's community data within 90 days in accordance with the Privacy Policy, except as retention is required by law; and (iv) the Company will cease using Church Content except as needed for the export and deletion process.

(e) Survival. Sections 4, 6(g) (as to amounts owed), 8(c), 9, 10, 11, 12, and 14 through 19 survive termination.

8. WARRANTIES

(a) The Company warrants that the Service will perform substantially in accordance with the Documentation. If it does not, the Church shall promptly notify the Company in writing, and as the Church's exclusive remedy the Company will use commercially reasonable efforts to correct the non-conformity, or if it cannot within a reasonable time, either Party may terminate the affected subscription and the Company will refund any prepaid Fees for the unused portion of the Subscription Term.

(b) The Company does not guarantee that the Services will be error-free, virus-free, or uninterrupted.

(c) Except as stated in this Section, the Services are provided "as is," and the Company disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by law.

9. LIMITATIONS OF LIABILITY

(a) To the maximum extent permitted by applicable law, the Company's total aggregate liability arising out of or related to this Agreement, on any theory, is limited to direct damages and shall not exceed the total Fees the Church paid to the Company in the 12 months preceding the event giving rise to the claim.

(b) To the maximum extent permitted by applicable law, neither the Company nor its affiliates or suppliers shall be liable for indirect, incidental, special, punitive, or consequential damages, or loss of revenues, profits, or data, arising out of or related to this Agreement.

10. INDEMNIFICATION

(a) By the Church. The Church shall indemnify and hold harmless the Company and its members, managers, employees, and representatives from third-party claims and related expenses (including reasonable attorneys' fees) arising from Church Content (including any lack of rights or consents required by Section 3(d)), the Church's administrators' use of the Services, or the Church's breach of this Agreement.

(b) By the Company. The Company shall indemnify and hold harmless the Church from third-party claims that the Service, as provided by the Company and used as permitted, infringes a United States copyright or trademark, provided the Church promptly notifies the Company and allows it to control the defense. If such a claim arises, the Company may modify the Service, procure rights, or terminate the affected subscription and refund prepaid unused Fees. This subsection states the Company's entire liability for infringement claims.

11. CONFIDENTIALITY AND DATA PROTECTION

(a) Each Party shall hold in confidence non-public information disclosed by the other in connection with this Agreement, shall not use it except to perform under this Agreement, and shall not disclose it to third parties except to service providers bound by confidentiality obligations or as required by law. This obligation survives termination.

(b) The Company will process personal information in Church Content and Member Content in accordance with its Privacy Policy, will maintain commercially reasonable administrative, technical, and physical safeguards, will not sell such personal information or use it for advertising, and will notify the Church without undue delay upon becoming aware of a breach of security affecting the Church's community data.

(c) Data Processing Addendum. To the extent the Company processes personal information on behalf of the Church, the Company's Data Processing Addendum, if provided or made available at churchfam.co/legal, is incorporated into this Agreement. The Data Processing Addendum will address processing instructions, confidentiality, security, subprocessors, data-subject requests, breach notification, and deletion or return of personal information.

12. ARBITRATION

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration before one (1) arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitrator appointed in accordance with those Rules. The venue of arbitration shall be Dallas County, Texas, and the seat of the arbitration shall be Texas. The arbitrator's decision shall be final and binding on both Parties. Either Party may seek equitable relief in court for misuse of intellectual property or Confidential Information.

13. ASSIGNABILITY

Neither Party may assign this Agreement without the prior written approval of the other Party, which shall not be unreasonably withheld, except that (a) the Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets, and (b) the Church may assign this Agreement to a successor church organization resulting from a merger or reorganization of the congregation, with notice to the Company.

14. NOTICES

The Company may give notices under this Agreement by email to the administrator or billing email on file, through the admin portal, or by mail. Notices to the Company shall be delivered by email to support@churchfam.co or by certified mail, personal delivery, or overnight delivery to BlueDot Designs LLC, 5900 Balcones Drive, Suite 100, Austin, TX 78731.

15. FORCE MAJEURE

Neither Party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond that Party's reasonable control (including pandemic, fire, strike, act or order of public authority, failure of third-party infrastructure, and other acts of God) during the pendency of such event, other than the Church's payment obligations for Services already provided.

16. MODIFICATION

The Company may update this Agreement from time to time. The Company will give the Church at least 30 days' notice of material changes, and changes take effect at the start of the Church's next Subscription Term. If a material change adversely affects the Church, the Church may cancel before the change takes effect. No other modification is effective unless in a writing agreed to by both Parties.

17. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions remain in full force and effect.

18. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws principles, and is entered into and enforceable in the State of Texas. Any dispute not resolved by arbitration under Section 12 shall be resolved exclusively in the state or federal courts located in Dallas County, Texas, and the Parties consent to the jurisdiction of those courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

19. ENTIRE AGREEMENT

This Agreement, together with the Church's Order, the Privacy Policy, and (as to individual members) the Member Terms, constitutes the entire understanding of the Parties regarding the Services and supersedes all prior agreements on that subject. If there is a conflict, this Agreement controls as to the Church relationship.

20. ACCEPTANCE

(a) Online acceptance. This Agreement is accepted when a person completes checkout for the Church at churchfam.co and affirmatively accepts this Agreement. That person represents and warrants that they are at least 18 years old, have actual authority to bind the Church identified during checkout, and are authorized to approve recurring charges using the payment method provided. The Church agrees that it is responsible for actions taken by persons it authorizes to administer or purchase the Services.

(b) Invoice-billed accounts. For subscriptions billed by invoice, this Agreement may instead be executed by signature below.

[Signature block appears on the executed copy provided for invoice-billed subscriptions.]