Terms of Service

1. Acceptance of Terms

By accessing or using the Ecclesly church management platform (the "Service"), provided by Kaleo Systems LLC ("Kaleo Systems," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you may not access the Service.

These Terms apply to all visitors, users, and others who access or use the Service. By using the Service on behalf of an organization (such as a church), you represent that you have the authority to bind that organization to these Terms.

2. Description of Service

Ecclesly is a cloud-based church management software that provides tools for people management, donation tracking, financial reporting, accounting, governance and compliance, and related services. Features vary by subscription plan.

We reserve the right to modify or discontinue features of the Service. For material changes that significantly reduce functionality of your current plan, we will provide at least 90 days' notice.

3. User Accounts

When you create an account, you must provide accurate, complete, and current information. Failure to do so constitutes a breach of these Terms.

You are responsible for:

• Safeguarding the password you use to access the Service
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Ensuring your account information remains accurate and up-to-date

4. Acceptable Use

You agree not to use the Service to:

• Violate any applicable laws or regulations
• Infringe upon the rights of others
• Transmit harmful, offensive, or illegal content
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service, servers, or networks
• Use the Service for any fraudulent or deceptive purposes
• Collect or store personal data about individuals without appropriate consent or legal basis

5. Data Ownership and Privacy

You retain all rights to the data you submit to the Service ("Your Data"). By using the Service, you grant us a limited license to process Your Data solely for the purpose of providing and improving the Service.

We will not sell, share, or use Your Data for any purpose other than providing the Service, except as required by law or as described in our Privacy Policy.

You are responsible for obtaining necessary consents from individuals whose personal information you store in the Service, and for complying with applicable data protection laws. This includes obtaining appropriate consent for any sensitive data such as information implying religious affiliation.

Upon request, we will provide Your Data in a standard export format (CSV or JSON) within 30 days.

6. Payment Terms

Certain features of the Service require a paid subscription. By subscribing to a paid plan, you agree to:

• Pay all applicable fees as described at the time of purchase
• Provide accurate billing information
• Authorize us to charge your payment method on a recurring basis

Automatic Renewal

Subscriptions automatically renew at the end of each billing period (monthly or annually) unless you cancel before the renewal date. We will charge the then-current subscription fee to your payment method on file. You may cancel auto-renewal at any time through your account settings.

Refunds

Subscription fees are generally non-refundable, except:

• If we discontinue the Service, you will receive a pro-rata refund for any unused portion of your prepaid subscription
• As required by applicable law

Price Changes

We may change subscription fees upon at least 30 days' notice. Price changes take effect at the start of your next billing period. Your continued use after the price change constitutes acceptance of the new pricing.

7. Free Trial

We may offer a free trial period for new users. During the trial, you will have access to the features of your selected plan at no charge.

At the end of the trial period, you will be prompted to select a paid plan to continue using the Service. We will not charge your payment method automatically at the end of a free trial without your explicit consent. If you do not subscribe to a paid plan, your access to paid features will be suspended. We reserve the right to modify or discontinue the free trial at any time.

8. Service Availability

We strive to maintain high availability of the Service. While we target 99.9% uptime, this is a goal, not a guarantee. Scheduled maintenance will be communicated in advance when possible.

We are not liable for any downtime caused by factors outside our reasonable control, including internet outages, third-party service failures, or force majeure events (see Section 16).

9. Cancellation and Termination

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing period, and you will retain access to paid features until then.

We may terminate or suspend your account, with notice where practicable, for:

• Material breach of these Terms
• Non-payment of fees after 15 days' written notice
• Conduct that we reasonably determine is harmful to other users or the Service
• Inactivity exceeding 12 consecutive months (for free accounts only)

Upon termination, your right to use the Service will cease. You may request a copy of Your Data in a standard export format within 30 days of termination. After 30 days, personal data not required for legal compliance will be deleted or anonymized within 90 days. Financial records (donations, journal entries, expenses, bank reconciliations) and associated audit logs will be retained in anonymized form for 7 years as required by IRS regulations (IRC §6001, §6501) and GAAP/FASB standards, after which they will be permanently deleted.

When deletion is requested but financial records must be retained, we pseudonymize personal identifiers (names, emails, addresses) while preserving the financial transaction data in anonymized form.

9a. Data Retention Schedule

The following table outlines how long we retain different categories of data and the legal basis for each retention period.

10. Intellectual Property

The Service, including its design, code, features, documentation, and branding, is owned by Kaleo Systems LLC and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Service without our express written permission. Your Data remains your property at all times.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KALEO SYSTEMS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR USE OF THE SERVICE. OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to indemnify and hold harmless Kaleo Systems LLC and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

14. Dispute Resolution

In the event of any dispute arising from or relating to these Terms or the Service, the parties agree to first attempt to resolve the dispute informally by contacting us at sales@ecclesly.com. If the dispute is not resolved within 30 days, either party may proceed with formal legal action.

Any legal action or proceeding shall be brought exclusively in the state or federal courts located in South Carolina, and you consent to the personal jurisdiction of such courts.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of South Carolina, United States, without regard to its conflict of law provisions.

16. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to natural disasters, acts of war or terrorism, pandemics, government actions, power outages, internet or telecommunications failures, or third-party service provider outages.

17. Changes to Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide at least 30 days' notice by posting the updated Terms on this page, updating the "Last updated" date, and, where appropriate, notifying you by email. Your continued use of the Service after the effective date of the revised Terms constitutes acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service.

18. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Kaleo Systems LLC regarding the Service, and supersede any prior agreements or understandings.

Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations under these Terms in connection with a merger, acquisition, or sale of assets, provided that the assignee agrees to be bound by these Terms.

19. Contact Us

If you have any questions about these Terms, please contact us:

• Email: sales@ecclesly.com
• Entity: Kaleo Systems LLC
• Location: South Carolina, United States