Software License and Service Agreement

By accessing or using any Provider software service, Customer agrees to be bound by this Agreement. This Agreement is entered into between MID TN INSIGHTS LLC, a Tennessee limited liability company (“Provider”), and the organization or individual accepting these terms (“Customer”).

1. Definitions

“Service(s)” means the web-based software applications made available by Provider under the brand names Connect, Build, and associated add-on modules, as described in the applicable Order Form or subscription confirmation.

“Order Form” means any online or written subscription confirmation, proposal, or invoice executed by Customer specifying the Services subscribed to and the applicable fees.

“Customer Data” means all data, content, and information submitted, uploaded, or generated by Customer or its end users through the Services.

“Authorized Users” means Customer's employees, volunteers, or contractors who are permitted by Customer to access the Services under Customer's account.

“Subscription Term” means the period for which Customer has paid for access to the Services, beginning on the start date specified in the Order Form.

“Privacy Policy”means Provider's Privacy Policy available at ekkluo.com/privacy, as updated from time to time, which is incorporated into this Agreement by reference and governs Provider's collection and use of personal information.

“Confidential Information” means any non-public technical, financial, or business information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential given the context of disclosure.

2. License Grant

2.1 Subscription License

Subject to the terms of this Agreement and timely payment of all fees, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for Customer's internal business operations.

2.2 Restrictions

Customer shall not, and shall not permit any third party to:

• copy, modify, adapt, translate, or create derivative works of the Services;
• reverse engineer, disassemble, or decompile the Services or attempt to derive source code;
• resell, sublicense, rent, lease, or otherwise make the Services available to third parties not covered under this Agreement;
• use the Services to build a competitive product or service;
• remove or obscure any proprietary notices or labels on the Services;
• use the Services in violation of any applicable law or regulation.

2.3 Reservation of Rights

Provider reserves all rights in the Services not expressly granted herein. No license is granted by implication, estoppel, or otherwise.

3. Subscriptions and Fees

3.1 Subscription Plans

Customer's access to the Services is governed by the plan, add-ons, and fees specified in the applicable Order Form or subscription confirmation. The Order Form is incorporated into this Agreement by reference and constitutes the controlling record for pricing, billing frequency, and included features.

Provider reserves the right to modify pricing upon thirty (30) days prior written notice to Customer. Any pricing change will take effect at the start of Customer's next renewal period following receipt of such notice. Customer who does not agree to the new pricing may cancel before the renewal date without penalty for the remaining prepaid term.

3.2 Billing and Payment

Fees are billed in advance on a monthly or annual basis, as selected by Customer, via Provider's third-party payment processor. Customer authorizes Provider to charge the payment method on file at the start of each billing cycle. All fees are stated in U.S. dollars and are non-refundable except as expressly set forth in Section 3.4 below.

3.3 Late Payment

Failure to pay any amount due may result in suspension of access to the Services. Provider will make reasonable efforts to notify Customer before or upon suspension. Access will be restored promptly upon receipt of payment in full.

3.4 Refunds

Provider does not offer prorated refunds for partial billing periods. If Customer cancels mid-term, access continues through the end of the current paid period. Provider may, at its discretion, issue refunds or credits in cases of billing errors or documented service outages attributable to Provider.

3.5 Taxes

Fees do not include applicable taxes. Provider's payment processor may collect and remit sales, use, or similar taxes where required by law. Customer is responsible for any taxes not collected at the point of payment that arise from Customer's use of the Services, excluding taxes on Provider's net income.

4. Donation and Payment Processing

Certain Services include optional donation processing functionality powered by Provider's third-party payment processor. When Customer enables this feature:

• All cardholder data is processed directly by the payment processor. Provider does not collect, store, or transmit cardholder data, and is not in scope for PCI DSS compliance with respect to donation transactions.
• Customer is responsible for complying with all applicable fundraising, charitable solicitation, and financial reporting laws. Certain add-on features may generate giving statements, contribution records, or financial reports to assist Customer; however, Customer bears sole responsibility for reviewing the accuracy of such documents and ensuring they satisfy applicable IRS and state requirements. Provider makes no warranty that any system-generated document constitutes a valid charitable contribution acknowledgment or meets any specific regulatory standard. Customer should consult a qualified tax advisor regarding its own compliance obligations.
• Transaction fees are deducted by the payment processor at the time of processing as specified in the applicable Order Form and the payment processor's fee schedule.
• Provider is not a financial institution, payment processor, or money transmitter and bears no liability for transaction disputes, chargebacks, or payment processor service interruptions.
• Customer's use of donation processing is also subject to the applicable terms of service of Provider's payment processor.

5. Customer Data

Provider's collection and use of personal information in connection with the Services is governed by Provider's Privacy Policy, available at ekkluo.com/privacy, which is incorporated into this Agreement by reference.

5.1 Ownership

Customer retains all right, title, and interest in and to Customer Data. Provider claims no ownership of Customer Data and uses it solely to provide the Services.

5.2 License to Customer Data

Customer grants Provider a limited, non-exclusive license to host, copy, process, and transmit Customer Data as necessary to deliver and support the Services and for no other purpose.

5.3 Data Responsibilities

Customer is solely responsible for (a) the accuracy, quality, and legality of Customer Data; (b) ensuring Customer has obtained any required consents from end users for collection and processing of their data; and (c) using the Services in compliance with applicable privacy laws, including but not limited to state and federal laws governing personal data of minors, organizational members, constituents, employees, or clients.

5.4 Data Security

Provider implements industry-standard technical and organizational measures to protect Customer Data against unauthorized access, disclosure, or loss. Provider does not guarantee that security measures will be infallible. Customer is responsible for securing its own account credentials and promptly notifying Provider of any suspected unauthorized access. Provider will notify Customer without undue delay, and in any event within seventy-two (72) hours of confirmation, of any security breach that affects Customer Data. Notification will be provided via email to the address on file and will include, to the extent known: the nature of the breach, categories of data affected, and steps Provider is taking to address it.

5.5 Data Export and Deletion

Upon written request, Provider will make Customer Data available for export in a standard format within fifteen (15) business days. Following termination or expiration of this Agreement, Provider will retain Customer Data for thirty (30) days to allow export, after which Provider may delete all Customer Data from its systems in the ordinary course of business, subject to applicable legal retention requirements.

6. Confidentiality

Each party agrees to (a) hold the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely to exercise rights or fulfill obligations under this Agreement.

These obligations do not apply to information that is: (i) publicly available through no fault of the receiving party; (ii) independently developed without use of Confidential Information; (iii) received lawfully from a third party without restriction; or (iv) required to be disclosed by law or court order, provided the receiving party gives reasonable advance notice to allow the disclosing party to seek a protective order.

7. Intellectual Property

7.1 Provider IP

Provider owns all right, title, and interest in and to the Services, including all software, designs, algorithms, documentation, and improvements thereto. Nothing in this Agreement transfers any ownership interest in the Services to Customer.

7.2 Feedback

If Customer provides suggestions, ideas, or feedback regarding the Services, Customer grants Provider a royalty-free, worldwide, perpetual license to use such feedback for any purpose without obligation of compensation or attribution to Customer.

7.3 Third-Party Components

The Services may include open-source software or third-party components governed by their own licenses. Such components are provided “as-is” and are governed by their respective license terms, copies of which are available upon request.

8. Warranties and Disclaimers

8.1 Provider Warranties

Provider warrants that: (a) Provider has the authority to enter into this Agreement and grant the licenses herein; (b) the Services will perform materially in accordance with Provider's published documentation; and (c) Provider will not knowingly introduce malicious code into the Services.

8.2 Customer Warranties

Customer warrants that: (a) Customer has the authority to enter into this Agreement; (b) Customer's use of the Services will comply with all applicable laws; and (c) Customer Data does not infringe any third-party rights.

8.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN SECTION 8.1, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

PROVIDER'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THIS AGREEMENT, FROM ANY CAUSE OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.3 Essential Basis

The parties acknowledge that the limitations of liability in this Section 9 reflect a reasonable allocation of risk and form an essential basis of the bargain between the parties. Provider would not enter into this Agreement without these limitations.

10. Indemnification

10.1 By Customer

Customer shall defend, indemnify, and hold harmless Provider and its members, officers, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable attorney's fees) arising from: (a) Customer's use of the Services in violation of this Agreement or applicable law; (b) Customer Data, including any claim that Customer Data infringes third-party rights; or (c) Customer's breach of any warranty in Section 8.2.

10.2 Mutual Indemnification for Agreement Breach

Each party shall defend, indemnify, and hold harmless the other party from and against claims, damages, and reasonable attorney's fees arising from that party's material breach of this Agreement, including breach of its representations and warranties under Section 8.

10.3 By Provider

Provider shall defend, indemnify, and hold harmless Customer from and against third-party claims that the Services, as provided by Provider, infringe any U.S. patent, copyright, or trademark, provided that Customer promptly notifies Provider of the claim, cooperates in the defense, and grants Provider sole control of the defense. Provider has no obligation under this Section if the alleged infringement arises from Customer's modification of the Services or use in combination with third-party products.

11. Term and Termination

11.1 Term

This Agreement begins on the date Customer first accepts these terms and continues for the duration of the applicable Subscription Term and any renewals thereof.

11.2 Renewal

Monthly subscriptions renew automatically each month. Annual subscriptions renew automatically for successive one-year periods. Either party may cancel before the next scheduled renewal date to prevent the subsequent billing cycle from initiating.

11.3 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach. Provider may also suspend or terminate Customer's access immediately upon written notice if Customer violates Section 2.2 (Restrictions) or Section 6 (Confidentiality), or if continued access poses a security risk to Provider's systems or other customers.

11.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) all licenses granted to Customer shall immediately terminate; (b) Customer shall cease all use of the Services; (c) each party shall return or destroy the other's Confidential Information upon request; and (d) any fees owed by Customer through the termination date shall remain due and payable. Sections 1, 5.5, 6, 7, 8.3, 9, 10, 11.4, and 12 shall survive termination.

12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in Hickman County or Nashville, Tennessee, and both parties consent to the personal jurisdiction of those courts.

12.2 Modifications to Services

Provider may update, modify, or discontinue features of the Services at any time. Provider will provide at least ninety (90) days notice prior to removing material functionality that Customer is actively using. Provider will use reasonable efforts to maintain backward compatibility for integrations disclosed to Provider.

12.3 Modifications to Agreement

Provider may update this Agreement by posting a revised version and providing notice to Customer via email or in-app notification at least thirty (30) days before the update takes effect. Customer's continued use of the Services after the effective date constitutes acceptance of the updated Agreement. If Customer does not agree to the changes, Customer may cancel before the effective date without penalty for the remaining prepaid term.

12.4 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond that party's reasonable control, including but not limited to acts of God, natural disasters, government actions, internet outages, or third-party service failures, provided that the affected party provides prompt written notice and uses reasonable efforts to resume performance.

12.5 Entire Agreement

This Agreement, together with all Order Forms and any addenda expressly incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous representations, agreements, and understandings. In the event of a conflict between this Agreement and an Order Form, the Order Form controls solely with respect to the conflicting term.

12.6 Assignment

Customer may not assign or transfer this Agreement or any rights hereunder without Provider's prior written consent. Provider may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of Provider's assets. Any purported assignment in violation of this Section is void.

12.7 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

12.8 Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver of any breach shall not be deemed a waiver of any subsequent breach.

12.9 Notices

All notices under this Agreement shall be in writing and delivered via email with confirmation of receipt, or by certified mail to the addresses on file. Notices to Provider should be sent to: [email protected].

12.10 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

12.11 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns. Nothing herein creates any rights in any third party.

By accessing or using the Services, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement.

MID TN INSIGHTS LLC
midtninsights.com · [email protected]