Subscription Service Agreement

This Subscription Service Agreement (“Agreement”) is entered into between Pax App (“Provider”) and the organization executing or accepting this Agreement (“Customer”). This Agreement incorporates by reference the Terms and Conditions and Privacy Policy posted at https://paxapp.org, which together constitute the complete agreement between the parties.

1. Services Provided

Provider agrees to make available to Customer access to the Pax platform and its associated Tools as described in the Terms and Conditions, subject to the terms of this Agreement. Provider reserves the right to update, enhance, or modify the Services with reasonable notice to Customer.

2. Term and Renewal

This Agreement commences on the date Customer creates an account (“Effective Date”) and continues on a month-to-month basis unless Customer selects an annual plan. Following the 30-day free trial period, this Agreement automatically renews at the end of each subscription period unless either party provides written notice of cancellation at least three (3) days before the end of the then-current period.

3. Fees and Payment Terms

3.1 Subscription Fee.

Customer shall pay the subscription fee in effect at the time of renewal, as communicated to Customer via account notifications or the Provider's website.

3.2 Automatic Billing.

By providing payment information, Customer authorizes Provider to automatically charge the subscription fee to the designated payment method at the beginning of each billing period.

3.3 Late Payment.

If any amount is not paid when due, Provider reserves the right to suspend access to the Service until all outstanding amounts are paid in full.

3.4 Taxes.

Customer is responsible for all applicable taxes associated with its subscription, except for taxes based on Provider's net income.

4. Service Level Commitment

4.1 Uptime Target.

Provider will use commercially reasonable efforts to maintain Service availability of 99.9% or greater, measured monthly, excluding scheduled maintenance windows.

4.2 Scheduled Maintenance.

Provider will make reasonable efforts to schedule planned maintenance during off-peak hours and to provide advance notice of scheduled downtime.

4.3 Sole Remedy.

In the event of downtime exceeding the stated monthly target, Customer's sole and exclusive remedy shall be a prorated service credit equal to the proportional subscription fee for the excess downtime period, not to exceed one (1) month's subscription fee. Such credit shall be applied to the next billing cycle and shall not constitute a refund.

5. Customer Obligations

Customer shall: (a) ensure all users of the Service comply with the Terms and Conditions; (b) maintain the security and confidentiality of account credentials; (c) use the Service only for lawful purposes; (d) maintain accurate account and billing information; and (e) refrain from entering privileged, confidential confessional, or similarly sensitive pastoral communications into the Service.

6. Data Ownership and Portability

Customer retains ownership of all data submitted to the Service by Customer or its users. Provider shall not claim any ownership rights in Customer data. Upon request following termination, Provider will make Customer data available for export in a standard format for up to thirty (30) days. Provider is not responsible for data loss resulting from Customer's failure to request a timely export.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL LIABILITY TO CUSTOMER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER FOR THE ONE (1) CALENDAR MONTH IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND.

8. Indemnification

Customer shall indemnify, defend, and hold harmless Provider and its affiliates, officers, directors, employees, and agents from and against any third-party claims arising out of or related to: (a) Customer's use of the Service in violation of this Agreement; (b) Customer's data; or (c) Customer's violation of applicable law.

9. Confidentiality

Each party agrees to maintain the confidentiality of the other party's non-public business information disclosed in connection with this Agreement and not to disclose such information to third parties without prior written consent, except as required by law or as necessary to perform obligations under this Agreement.

10. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of Kansas, without regard to conflict of laws principles. All disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Topeka, Kansas. Each party waives any objection to personal jurisdiction or venue in such courts.

Attorneys' Fees: Each party shall bear its own legal fees and costs in any dispute. The prevailing party shall not be entitled to an award of attorneys' fees unless a court determines that the opposing party's claim or defense was frivolous or brought in bad faith.

11. Termination

11.1 For Convenience.

Either party may terminate this Agreement at any time by providing written notice. Termination by Customer takes effect at the end of the then-current billing period.

11.2 For Cause.

Provider may immediately suspend or terminate this Agreement if Customer materially breaches this Agreement and fails to cure such breach within ten (10) business days of written notice.

11.3 Effect of Termination.

Upon termination, Customer's access to the Service ceases. Sections 6 through 10 shall survive termination.

12. General Provisions

12.1 Entire Agreement.

This Agreement, together with the Terms and Conditions and Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof.

12.2 Amendments.

Provider may amend this Agreement upon thirty (30) days' written notice. Continued use of the Service constitutes acceptance.

12.3 Assignment.

Customer may not assign this Agreement without Provider's prior written consent. Provider may freely assign this Agreement.

12.4 Notices.

Notices under this Agreement shall be sent to the contact information on file for each party's account or as otherwise specified in writing.

12.5 Severability and Waiver.

If any provision is held unenforceable, the remaining provisions remain in effect. Failure to enforce any provision shall not constitute a waiver.

13. Acceptance

By using the Service or checking the acceptance box during registration, Customer acknowledges that it has read, understood, and agrees to be bound by this Agreement.