Terms of Service for VisitorReach,LLC

1.     Introduction

Welcome to Visitor Reach(“Company”). These Terms of Service (“Agreement”) govern your use of ourdigital tools, products, and services (“Services”). By accessing and/or usingour Services, you (“Client”) agree to comply with, and be bound by, this Agreement.

2.     Definitions

2.1.  “Account” means the account created by Client toaccess and use Company Services.

2.2.  “Client” means any individual or entitysubscribing to and/or using Company Services.

2.3.  “Client Content” means any data, information, ormaterial provided or submitted by the Client to the Company.

2.4.  “Personal Data” means any information relatingto an identified or identifiable natural person.

2.5.  “Services” means the digital tools and servicesprovided by Company to Client, including, but not limited to, Ad Service,aiChurch Tech^TM, Digital Health Assessment, NurturePoint^TMJourneys, Omnichannel Marketing, Quick Replies, software applications andplatforms, and VisitorTAP^TM.

2.6.  “Third-Party Services” means any third-partywebsites, services, or platforms that may integrate or be used in conjunctionwith Company Services.

2.7.  “User” means any individual authorized by theClient to use Company Services.

3.     Services Provided

3.1  Company agrees to provide the Services asdescribed on Company website or in separate documentation provided to Client.These Services may include, but are not limited to, AI powered conversationalassistance, analytics, software applications, data management and storage,digital and search engine optimization services, digital tools, managedadvertising services, ongoing coaching and assessment, and other relatedfunctionalities.

3.2  Company reserves the right to amend, upgrade, enhance,maintain, tune, backup, add to or remove, or otherwise alter Services atCompany’s sole and absolute discretion, provided that any such modificationwill not reasonably be expected to negatively affect the Services in anymaterial respect.

3.3  Service features vary depending on the Servicesselected by Client. Client acknowledges and agrees that it is theirresponsibility to review Company communications and Company website forinformation regarding available Service features, modifications, andenhancements.

4.     License Grant

Subject to the terms ofthis Agreement, the Company grants the Client a non-exclusive,non-transferable, limited license to access and use the Services for internalClient purposes only.

5.     Client Responsibilities

5.1  Client agrees to create an Account and provideaccurate, current, and complete information during the registration process.

5.1.1.       Client is responsible for the confidentiality oftheir Account and login credentials, including password.

5.1.2.       Client is responsible for updating andmaintaining Client information in the Services, which enables accurate andeffective usage of the Services.

5.1.3.       Client agrees to not share Account with anyother individual or organization not authorized by this Agreement.

5.1.4.       Client agrees to immediately notify Company ofany unauthorized use of Account.

5.1.5.       Company reserves the right to suspend orterminate Client Account for providing inaccurate, not current, or incompleteinformation, or for any unauthorized use of the Services provided to Client.

5.2  Compliance with Laws: Client agrees to use theServices in compliance with all applicable laws and regulations, including, butnot limited to, data protection and privacy laws, and laws governing electroniccommunications.

5.2.1      Client is responsible for ensuring Usercompliance with all applicable laws and regulations.

5.3  Content: Client is solely responsible for thecontent of messages sent through the Services.

5.3.1      Client agrees not to use the Services to sendany content that is unlawful, harmful, threatening, abusive, harassing,defamatory, vulgar, obscene, or otherwise objectionable.

5.3.2      Client agrees to implement and/or monitorappropriate accountability measures to ensure that all interactions align withethical and legal standards.

5.4  Data Accuracy: Client is responsible for theaccuracy, quality, and proper use of the data Client inputs and uses in theServices.

5.4.1      Client agrees to comply with data privacyregulations regarding Personal Data.

5.4.2      Client agrees to align their branding and valueswith the use of the Services.

5.5  Acceptable Use: Client agrees not to use theServices for any unlawful purpose, intentionally transmit any malicious code orengage in any activities that could harm the Company or the Services, orattempt to gain unauthorized access to any part of the Services.

6      Third-Party Services

6.1  The Services may integrate with or allow Clientto connect to, third-party websites, services, or platforms. These Third-PartyServices may include, but are not limited to, customer management software,social media platforms, and analytics tools.

6.2  Company does not control Third-Party Servicesand is not responsible for their availability, reliability, or any content,products, or services provided. Client use of any Third-Party Services isgoverned by the respective terms of service and privacy policies of suchproviders.

6.3  Client is responsible for reviewing, accepting,and complying with any terms or policies governing Third-Party Services.Company disclaims any and all liability and responsibility for any issuesarising from Client use of Third-Party Services.

6.4  If Client chooses to integrate Third-PartyServices with the Services, Client grants Company permission to access and useClient’s account on those services as required to provide Company integratedServices.

6.5  Company reserves the right to disableintegration with any Third-Party Service at any time, with or without notice,for any reason, including but not limited to changes in the Third-Party Servicethat make the integration impractical or impossible.

7      Digital and Search Engine Optimization Services

7.1  Company may provide, as determined, certaindigital marketing and search engine optimization (SEO) services for Client’sonline presence (“SEO Services”).  

7.2  Client Responsibilities:

7.2.1      Client acknowledges that search enginealgorithms and search results are controlled by third-party search engines, notby Company.

7.2.2      Client grants Company permission to make changesto Client website and online profiles as necessary and as mutually agreed upon.

7.2.3      Client is responsible for maintaining and updating any content Company creates oroptimizes after it has been published or implemented.

7.3  Content Ownership: Upon specified payment forthe Services, Client will own any unique content Company creates as part of SEOServices, subject to Company’s retention of a perpetual, non-exclusive royalty-free license solely to use anonymized andde-identified version of such content and Client data, in a manner that doesnot identify Client or any individual, only for Company’s marketing andportfolio purposes.

7.4  Ethical Practices: Company commits to using onlyethical, “white hat” SEO techniques. Client agrees not to request any unethicalor “black hat” SEO practices that violate search engine guidelines.

7.5  Local SEO: For local SEO services, Clientauthorizes Company to create, verify, and manage online directory listings onClient’s behalf. Client is responsible for maintaining the accuracy of thisinformation after the Services conclude.

7.6  Termination of SEO Services: Upon termination ofSEO Services, Company does not provide a report of all changes andoptimizations made. Client is responsible for maintaining changes goingforward.

7.7  Company does not guarantee any specific ranking,level of traffic, or other specific result from SEO Services.

8      Managed Advertising Service

8.1  Service Description: As part of the Services,Company offers a managed advertising service (“Ad Service”) where Companycreates, places, and manages targeted advertisements on behalf of Client.

8.2  Advertisement Creation:

8.2.1      Company will develop advertisement usingClient-provided organization, activities, and goal information, and will managestrategy and placement of all advertisement. Personalized advertisements may beavailable for certain Services selected.

8.2.2      Depending upon the type of Services selected byClient, and subject to any additional fees that may be required, additionaladvertisement volumes and special advertisement campaigns may be available forad hoc events.

8.2.3      Client grants Company a worldwide, non-exclusivelicense to use Client information for the purpose of promoting Services toother clients.

8.2.4      Client agrees to review and approveadvertisements in a timely manner.

8.2.5      Company retains creative control of theadvertisements created and has the right to modify advertisement based onperformance metrics. Any additional changes requested by Client may be subjectto a fee.

8.2.6      Company will provide Client with regularanalytic reports on engagement results.

8.2.7      Client acknowledges that advertising performanceresults depends upon various factors, including audience engagement. Companydoes not guarantee any specific additional advertising success.

8.3  Data Collection and Use:

8.3.1      Company collects and processes Personal Datareceived through Ad Service, including, but not limited to, browsing behavior,demographic information, and advertisement interaction.    

8.3.2      Client agrees to provide clear and accessibleprivacy notices to individuals, explaining how their data is collected and usedfor communication purposes.

8.3.3      Client agrees to make all necessary disclosuresfor individuals included the advertisement.

8.3.4      Client agrees to authorize Company to usePersonal Data to create and manage targeted advertisement campaigns on behalfof Client.

8.3.5      All Personal Data collection and use is subjectto Company’s privacy policy and applicable data protection laws.

9      Payment Terms

9.1  Client agrees to pay all specified feesassociated with the Services selected. Payment terms, including frequency andmethod, are specified during the registration process. Client acknowledges thatpayment obligations are not contingent upon usage of the Services and thatcancellation does not relieve Client of responsibility for any fees owed underthis agreement.

9.1.1      The initial payment will be processed on theearlier of (i) the date on which app training is completed, and advertisingservices are launched, or (ii) forty-five (45) days following the Client’skick-off meeting.

9.1.2      Certain payment methods may be subject to anadditional surcharge.

9.1.3      Fee payments are non-refundable except asrequired by law.

9.1.4      Company reserves the right to suspend orterminate Client access to the Services for late or non-payment.

9.2  Company may modifyService fees only upon at least sixty (60) days’ prior written notice and anyService fee increases shall only be effective upon the renewal of the initialtwelve (12) month term or any renewal term thereafter. Subject to theforegoing, Client’s continued use of the Services after receipt of writtenClient’s continued use of the Services after notificationof a fee change constitutes Client agreement to pay the changed fee.

10    Term andTermination

10.1 Term of Agreement

This Agreement begins on the date Services arelaunched or forty-five (45) days following the Client’s kick-off meeting,whichever occurs first, and will remain in effect until terminated inaccordance with this Agreement.

10.2 Client Cancellation Requirements

10.2.1 Written NoticeRequired

All Clients, regardlessof plan type, month-to-month, six-month, or twelve-month, must provide aminimum of thirty (30) days' written notice to cancel Services. Written noticemust be submitted by email to support@visitorreach.com or by mail to:

Visitor Reach, LLC

P.O. Box 90158

Austin, TX 78709

10.2.2 Billing DuringNotice Period

Upon receipt of validwritten notice, Client will be billed for one final monthly service fee duringthe thirty (30) day notice period. Services will remain active during thisperiod.

10.2.3 Month-to-MonthPlans

Month-to-month plans maybe canceled at any time with thirty (30) days’ written notice. No earlytermination fees apply beyond the final month billed during the notice period.

10.2.4 Six-Month andTwelve-Month Term Plans

● Six-month and twelve-month plans are termagreements that include a discounted monthly rate in exchange for a minimumcontract commitment. Six-month and twelve-month plans renew automatically forthe same term unless modified or canceled in writing (30) days prior to therenewal date.

●   If Client elects to cancel Services prior to theend of the agreed contract term, an early termination fee will apply. The earlytermination fee is calculated based on the number of full months remaining inthe contract at the time notice is provided, as follows:

●     Six-Month Term Plan:

$100 multiplied by thenumber of remaining months in the contract term

●     Twelve-Month Term Plan:

$200 multiplied by thenumber of remaining months in the contract term

Example:If a Client cancels a twelve-month plan witheleven (5) months remaining, the early termination fee will be $1,000. The remainder of the months leftuntil the end of the agreement will be billed at 50% of the remaining agreementin addition to the additional terms as stated above.

10.2.5 EarlyTermination Fees and Final Billing

Early termination feesare due and payable upon cancellation and will be charged in addition to thefinal thirty (30) day notice period billing. All outstanding balances must bepaid in full prior to Service termination.

10.2.6 Non-RefundableFees

All fees arenon-refundable unless required by law. This includes, but is not limited to,setup fees, subscription fees, advertising fees, and early termination fees.

10.2.7 Effective Dateof Termination

Services will terminateat the conclusion of the thirty (30) day notice period once all outstandingbalances have been paid in full.

10.2.8 Account DataUpon Termination

Upon termination, Clientmay request a copy of their account data, which will be provided in .csv formatwithin thirty (30) days of termination.

10.3 Termination for Cause by Company

The Company may suspendor terminate Services immediately, without prior notice or liability, if theClient breaches any material term of this Agreement, including non-payment,misuse of Services, or violation of applicable laws.

10.4 Effect of Termination

Upon termination,Client’s right to access and use the Services will immediately cease. Anyprovisions which by their nature should survive termination shall remain ineffect.

11   Data Protection and Privacy

11.1 Company will process Personal Data in accordancewith its privacy policy.

11.1.1   Client consents to such processing and warrantsthat it has made all required notices anddisclosures to individuals whose  Personal Data is processed  by Companyunder this agreement

11.2   Company will implement appropriate technical andorganizational measures to protect Personal Data against unauthorized orunlawful processing and accidental loss, destruction, or damage.

12   Warrants and Disclaimers

Company represents and warrants that:

12.1 The Services will be performedin a professional and workmanlike manner with a level of care, skill, practiceand judgment consistent with commercially reasonable industry standards andpractices for similar services, using personnel with the requisite skill,experience, and qualifications, and will devote adequate resources to meetClient’s obligations under this Agreement;

12.2 The Services, and Client’s usethereof as permitted under this

Agreement, will not infringe,misappropriate, or violate any intellectual

property or other right of any thirdparty;

12.3 Company shall comply with allapplicable federal, state, and local laws,

rules, and regulations;

12.4 The Services will strictlyconform to all specifications, descriptions, and

documentation provided by Client;

12.5 Company has implemented andwill maintain appropriate administrative,

technical, and physical safeguardsdesigned to protect Client data and

Personal Data;

12.6 The Services will not containor introduce any viruses, malware,

ransomware, worms, or other harmfulcode specifically designed to

disrupt, disable, or harm thenetworks or systems of Client or any third

party, and Company will use standardindustry practices to screen,

identify, and remove the above;

12.7 The Company has full power andauthority to enter into this Agreement

and perform its obligationshereunder.

12.8 Except as set forth in thisSection 12, the Services are provided “as is”

and “as available”, and Companydisclaims all other warranties, either

express or implied, including, butnot limited to, warranties of

merchantability or fitness for aparticular purpose.

13   Intellectual Property Rights

13.1   All intellectual property rights, title, andinterest in the Services, including technical platforms, software applications,logos, and other proprietary content, are owned by Company and protected bycopyright, trademark, and other laws.

13.2   Company grants Client a limited, non-exclusive,non-transferable license to use the Services solely for Client internal andexternal communication purposes.

13.3   Client retains all rights to content provided toCompany for the Services.

13.4   Client grants Company a worldwide, non-exclusivelicense to use, store, and process content solely for the purpose of providingand improving the Services.

14   Limitation of Liability

14.1.114.2. In no event will the Company’s aggregate liability exceed the total feespaid by Client to Company in the twelve (12) months preceding the event givingrise to the claim.

14.1.2Notwithstanding anything to the contrary, the limitations in this Section shallnot apply to liability arising from or in connection with

Company’s:

a)Negligence or willful misconduct; or

b)Indemnification obligations.

14.2TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT SHALL NOT BE

LIABLEFOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL,

ORPUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES,

WHETHERINCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF

DATA,USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING OUT

OFOR RELATED TO THIS AGREEMENT. IN NO EVENT WILL THE CLIENT’S

AGGREGATELIABILITY EXCEED THE TOTAL FEES PAID BY CLIENT TO

COMPANYIN THE TWELVE (12) MONTHS PRECEDING THE EVENT

GIVINGRISE TO THE CLAIM.

15   Limitation of Liability

Client agrees toindemnify, defend, and hold harmless Company, its affiliates, officers,directors, employees, and agents from and against any claims, liabilities,damages, losses, or expenses, including, without limitation, reasonable legaland accounting fees, arising out of or in any way connected with Client’s useof the Services or Client’s violation of this Agreement.

16   Confidentiality

Both parties agree tomaintain the confidentiality of any proprietary information received from theother party during the term of this Agreement. This obligation survives thetermination of this Agreement.

17   Modifications to the Agreement

Company reserves theright to modify this Agreement at any time. Client will be notified of anymaterial changes, and continued use of the Services after such notificationconstitutes acceptance of the modified terms of the Agreement.

18   Governing Law and Jurisdiction

This Agreement shall begoverned by and construed in accordance with the laws of the State of Texas,without regard to its conflict of law provisions. Any dispute arising from thisAgreement shall be resolved exclusively in the state or federal courts locatedin Travis County, Texas.

19   Digital Millennium Copyright Act (“DMCA”) Policy

19.1   Reporting Claims of Copyright Infringement:Company takes claims of copyright infringement seriously and will respond tonotices of alleged copyright infringement. If Client believes any materialsaccessible on or from the Services infringe Client copyright, Client mayrequest removal of, or access to, those materials from the Services bysubmitting written notification to Company copyright agent designated below. Inaccordance with the Online Copyright Infringement Liability Limitation Act ofthe Digital Millennium Copyright Act (17 U.S.C. § 512), the written notice (the“DMCA Notice”) must include substantially the following:

a)     Client physical or electronic signature.

b)    Identification of the copyrighted work Clientbelieves to have been infringed or, if the claim involves multiple works in theServices, a representative list of such works.

c)     Identification of the material Client believesto be infringing in a sufficiently precise manner to allow Company to locatethat material.

d)    Adequate information by which Company cancontact Client (including name, postal address, telephone number, and, ifavailable, email address).

e)     A statement that Client has a good faith beliefthat use of the copyrighted material is not authorized by the copyright owner,its agent, or the law.

f)     A statement that the information in the writtennotice is accurate.

g)    A statement, under penalty of perjury, thatClient is authorized to act on behalf of the copyright owner.

19.1.1.    Company designated copyright agent to receiveDMCA Notices is:

Visitor Reach, LLC

P.O. Box 90158

Austin, TX 78709                              

Attention: CopyrightAgent

19.1.2.    If Client fails to comply with all therequirements of Section 512(c)(3) of the DMCA, Client DMCA Notice may not beeffective.

19.1.3.    If Client knowingly and/or materiallymisrepresents that material or activity in the Services is infringing Clientcopyright, Client may be held liable for damages (including costs andattorneys’ fees) under Section 512(f) of the DMCA.

19.2.  Counter-Notification Procedures: If Clientbelieves that material posted in the Services was removed or access to it wasdisabled by mistake or misidentification, Client may file acounter-notification (“Counter-Notice”) with Company by submitting writtennotification to Company copyright agent designated in Clause 19.1. Pursuant tothe DMCA, the Counter-Notice must include substantially the following:

a)     Client physical or electronic signature.

b)    An identification of the material that has beenremoved or to which access has been disabled and the location at which thematerial appeared before it was removed or access disabled.

c)     Adequate information by which Company cancontact Client (including name, postal address, telephone number, and, ifavailable, email address).

d)    A statement under penalty of perjury by Clientthat Client has a good faith belief that the material identified above wasremoved or disabled as a result of a mistake or misidentification of thematerial to be removed or disabled.

e)     A statement that Client will consent to thejurisdiction of the Federal District Court for the judicial district in whichClient address is located (or if Client resides outside the United States forany judicial district in which the Services may be found) and that Client willaccept service from the person (or an agent of that person) who provided theServices with the complaint at issue.

19.3.  Repeat Infringers: It is Company policy, inappropriate circumstances, to disable and/or terminate the accounts ofperpetrators who are repeat infringers.

20. Miscellaneous

20.1. Entire Agreement:This Agreement constitutes the entire agreement between the  parties and supersedes all prior agreementsor understandings, whether written or oral, relating to the Services.

20.2. Waiver: No waiverof any term of this Agreement shall be deemed a further or continuing waiver ofsuch term or any other term.

20.3. Severability: Ifany provision of this Agreement is found to be invalid or unenforceable, suchprovision shall be struck and the remaining provisions shall continue in fullforce and effect.

20.4. DisputeResolution: Any disputes arising out of or in connection with this Agreementshall be resolved through binding arbitration in Austin, TX, in accordance withthe rules of the Institute for Christian Conciliation.

20.5. Assignment: Clientmay not assign or transfer this Agreement, by operation of law or otherwise,without Company’s prior written consent. Company may assign this Agreement atany time without notice.

‍