ADORATION MANAGER, LLC
TERMS OF SERVICE AGREEMENT
Adoration Manager, LLC provides an exceptional adoration management software service to Catholic organizations who are responsible for managing and maintaining Eucharistic Adoration Chapels. As such, Adoration Manager, LLC enters into Customer/Provider relationships with these Catholic organizations for the purpose of providing the Adoration Manager software service. This Agreement is designed to establish legal protections and assurances for both parties.
This TERMS OF SERVICE AGREEMENT (hereinafter known as the “Agreement”) constitutes the entire agreement between your organization (hereinafter known as the “Customer”) and Adoration Manager, LLC (hereinafter known as the “Provider”) and governs the use of the Adoration Manager Software Service (hereinafter known as the “Service”) by the Customer as well as the relationship between the Provider and the Customer. This Agreement supersedes all prior agreements and understandings between the Customer and the Provider, whether written or oral.
You represent and warrant that you are at least 18 years of age (or, as applicable, the age of majority in the state or province in which you reside), and that you possess the legal right and ability to enter into this Agreement on behalf of the Customer. Further, as an authorized agent of the Customer, you assent that the Customer fully complies with and agrees to all terms and articles set forth in this Agreement, in it's entirety.
Article 1: The Customer is responsible for reviewing the current version of this Agreement periodically. The Provider may amend this Agreement by (i) posting a revised Customer Agreement on the Adoration Manager website, or (ii) sending email notification of the amendment to the email address provided to the Provider. Continued use of the Service by the Customer will be deemed acceptance of the amended Agreement.
Scope of Services
Article 2: The Provider agrees to provide the Customer with use of and access to the Service, restricted to the specific options being paid for by the Customer, while this Agreement is in force and while the Customer is in compliance with Article 6 of this Agreement.
Article 3: The Provider agrees to provide the Customer with telephone and email support related to the Service at no additional charge.
Article 4: Any touchscreen computers, a component of the Service and used exclusively with the Service, residing in the possession of the Customer, may or may not be owned by the Provider. Nevertheless, the Provider requires complete control of all software, access and services running on said touchscreen computer(s). The Provider reserves the right to remote access and control of said computer(s) for support purposes. The Customer agrees to provide for replacement/repair in case of malfunction or failure of said computer(s). With the exception of the provisions stated above regarding the touchscreen computer, the Customer agrees to repair, replace and maintain any and all equipment and internet and/or telephony services located at the premises of the Customer, including internet access equipment, uninterruptible power supplies, cabling, etc..
Article 5: The Service may occasionally be unavailable during system maintenance and upgrades. Scheduled maintenance will usually take place during the Easter Triduum each year when the Blessed Sacrament is temporarily removed from adoration chapels. The Provider will make commercially reasonable efforts to ensure that the Service will be available at all times. However, the Provider disclaims all responsibility for any interruptions or problems with the Service caused by external forces affecting the reliability of the Internet or computer systems.
Fee Payments and Late Charges
Article 6: The Customer agrees to pay the Provider the monthly service fee of $249.00, minus any qualifying discounts, in advance of receiving the Service. The Provider shall issue to the Customer an invoice no later than the 15th day of the month for the services to be rendered the following month. The Customer agrees to pay the full amount of the invoice by the due date shown on the invoice.
Article 7: Any payments received by the Provider after the due date will incur a late charge of $25 which will be added to the Customer's invoice the following month.
Terms and Cancellation
Article 8: This Agreement shall be in force while the Customer is legally obligated to pay for the Service. The Customer may cancel the Service at any time. The Customer is responsible, even after cancellation, to pay all unpaid fees and/or penalties incurred while using the Service. If the Customer fails to pay the total due shown on the monthly invoice for two consecutive months, the Provider reserves the right to cancel the Customer's access to the Service, after which, the Customer is still responsible to pay the Provider any unpaid fees and penalties for services rendered.
Rights and Responsibilities of the Provider
Article 9: The Provider warrants that all software and services associated with the Service will conform to the specifications of the Service as advertised. Although the Service is provided on a “best-effort” basis, the Provider does not warrant and expressly disclaims that (i) the service will meet your requirements; (ii) the service will be uninterrupted, reliable, timely, secure, error-free or free of viruses and other harmful components, (iii) any errors on the Adoration Manager web site or service will be corrected; and (iv) that documents or materials that you store via the service will remain accessible. Provider will, without additional charge to the Customer, make such modifications to the software as may be necessary to correct any defects reported by the Customer, on a “best-effort” basis, in order to meet the specifications of the Service as advertised.
Article 10: The Provider reserves the right to cancel this Agreement at any time for any reason.
Article 11: The Provider reserves the right to adjust the Service pricing, discounts and penalties at any time for any reason.
Responsibilities of Customer
Article 12: The Customer shall indemnify, defend and hold the Provider and it's employees, management, partners, agents and affiliates harmless from and against any and all claims, liabilities, losses, costs and expenses incurred by the Customer in connection with: (i) any use or alleged use of any accounts under the control of the Customer by any person or agency, whether or not authorized by the Customer; (ii) or resulting from any breach of security or other misuse caused by any person or agency using an account under the control of the Customer; (iii) or any breach by the Customer of this Agreement.
Service Fee Discounts
Article 13: New Customer Discount. The New Customer Discount constitutes a 25% discount off of the base price of the Service as set forth in this Agreement. Customers who are are eligible for this discount must never have entered into an Agreement with the Provider. This discount is applicable indefinitely as long as the Customer continues to pay the required monthly fees in accordance with this Agreement. The New Customer Discount is not applicable to previous Customers applying for the Service again after having cancelled the Service or who have had their Service disconnected due to non-payment.
Article 14: Emerging Markets Discount. The Emerging Markets Discount constitutes a 20% discount off of the base price of the Service as set forth in this Agreement. Customers that are eligible for the Emerging Markets Discount must: (i) qualify for the New Customer Discount; (ii) be the first customer in a US state or territory to have ever entered into this Agreement with the Provider. This discount will be honored by the Provider only once per Customer, for one state only, as long as the Customer continues to pay the required monthly Service fees in accordance with this Agreement. The Emerging Markets Discount is not applicable to Customers in US states or territories where the Provider has, or has ever had, at least one existing Customer.
Article 15: Chapel Referral Program. The Chapel Referral Discount constitutes a 10% discount off of the base price of the Service as set forth in this Agreement, up to a maximum of two concurrent discounts. Customers who are eligible to receive this discount must (i) have already entered into this Agreement with the Provider, and (ii) be mentioned by name, in writing (by email, fax or letter), during the application process of another new Customer that is applying for the Service but before the new Customer has entered into this Agreement with the Provider. Chapel Referral Discounts expire after 12 calendar months. The number of successive Chapel Referral Discounts is unlimited so long as the customer does not exceed two concurrent discounts at any time.
Application of Discounts
Article 16: Service Fee Discounts are applicable only to the base price of the Service. Service Fee Discounts may not be applied to other fees related to consulting, training or programming services. Service fee discounts are applied cumulatively to the base price of the Service as as set forth in this Agreement. For example, a Customer who qualifies for the New Customer Discount, the Emerging Markets Discount and one Chapel Referral Discount will have a total of 55% discounts applied to the base price of the Service on their monthly invoice. In this example, an invoice totaling $249 would, after the 55% discount, result in an invoice total of $112.05.
Choice of Law
Article 17: This Agreement shall be governed by the laws of the State of Indiana without regard to its conflict of law provisions. The Customer and the Provider agree to submit to the personal and exclusive jurisdiction of the courts located within Daviess County, Indiana.