Terms of Service for VisitorReach,LLC

1. Introduction

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

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2. Definitions

1. “Account” means the account created by Client to access and use Company Services.
2. “Client” means any individual or entity subscribing to and/or using Company Services.
3. “Client Content” means any data, information, or material provided or submitted by the Client to the Company.
4. “Personal Data” means any information relating to an identified or identifiable natural person.
5. “Services” means the digital tools and services provided by Company to Client, including, but not limited to, Ad Service, aiChurch Tech^TM, Digital Health Assessment, NurturePoint^TM Journeys, Omnichannel Marketing, Quick Replies, software applications and platforms, and VisitorTAP^TM.
6. “Third-Party Services” means any third-party websites, services, or platforms that may integrate or be used in conjunction with Company Services.
7. “User” means any individual authorized by the Client to use Company Services.

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3. Services Provided

1. Company agrees to provide the Services as described on Company website or in separate documentation provided to Client. These Services may include, but are not limited to, AI powered conversational assistance, analytics, software applications, data management and storage, digital and search engine optimization services, digital tools, managed advertising services, ongoing coaching and assessment, and other related functionalities.
2. Company reserves the right to amend, upgrade, enhance, maintain, tune, backup, add to or remove, or otherwise alter Services at Company’s sole and absolute discretion, provided that any such modification will not reasonably be expected to negatively affect the Services in any material respect.
3. Service features vary depending on the Services selected by Client. Client acknowledges and agrees that it is their responsibility to review Company communications and Company website for information regarding available Service features, modifications, and enhancements.

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4. License Grant

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

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5. Client Responsibilities

1. Client agrees to create an Account and provide accurate, current, and complete information during the registration process.

1. Client is responsible for the confidentiality of their Account and login credentials, including password.
2. Client is responsible for updating and maintaining Client information in the Services, which enables accurate and effective usage of the Services.
3. Client agrees to not share Account with any other individual or organization not authorized by this Agreement. 
4. Client agrees to immediately notify Company of any unauthorized use of Account.
5. Company reserves the right to suspend or terminate Client Account for providing inaccurate, not current, or incomplete information, or for any unauthorized use of the Services provided to Client.

2. Compliance with Laws: Client agrees to use the Services in compliance with all applicable laws and regulations, including, but not limited to, data protection and privacy laws, and laws governing electronic communications.
   
   1. Client is responsible for ensuring User compliance with all applicable laws and regulations.
3. Content: Client is solely responsible for the content of messages sent through the Services. 
   
   1. Client agrees not to use the Services to send any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable. 
   2. Client agrees to implement and/or monitor appropriate accountability measures to ensure that all interactions align with ethical and legal standards.
4. Data Accuracy: Client is responsible for the accuracy, quality, and proper use of the data Client inputs and uses in the Services.
   
   1. Client agrees to comply with data privacy regulations regarding Personal Data.
   2. Client agrees to align their branding and values with the use of the Services.
5. Acceptable Use: Client agrees not to use the Services for any unlawful purpose, intentionally transmit any malicious code or engage in any activities that could harm the Company or the Services, or attempt to gain unauthorized access to any part of the Services.

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6. Third-Party Services
   
   1. The Services may integrate with or allow Client to connect to, third-party websites, services, or platforms. These Third-Party Services may include, but are not limited to, customer management software, social media platforms, and analytics tools.
   2. Company does not control Third-Party Services and is not responsible for their availability, reliability, or any content, products, or services provided. Client use of any Third-Party Services is governed by the respective terms of service and privacy policies of such providers.
   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 issues arising from Client use of Third-Party Services.
   4. If Client chooses to integrate Third-Party Services with the Services, Client grants Company permission to access and use Client’s account on those services as required to provide Company integrated Services.
   5. Company reserves the right to disable integration 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 Service that make the integration impractical or impossible.

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7. Digital and Search Engine Optimization Services
   
   1. Company may provide, as determined, certain digital marketing and search engine optimization (SEO) services for Client’s online presence (“SEO Services”).  
   2. Client Responsibilities:

1. Client acknowledges that search engine algorithms and search results are controlled by third-party search engines, not by Company.
2. Client grants Company permission to make changes to Client website and online profiles as necessary and as mutually agreed upon.
3. Client is responsible for maintaining and updating any content Company creates or optimizes after it has been published or implemented.

3. Content Ownership: Upon specified payment for the Services, Client will own any unique content Company creates as part of SEO Services, subject to Company’s retention of a perpetual, non-exclusive royalty-free license solely to use anonymized and de-identified version of such content and Client data, in a manner that does not identify Client or any individual, only for Company’s marketing and portfolio purposes.
4. Ethical Practices: Company commits to using only ethical, “white hat” SEO techniques. Client agrees not to request any unethical or “black hat” SEO practices that violate search engine guidelines.
5. Local SEO: For local SEO services, Client authorizes Company to create, verify, and manage online directory listings on Client’s behalf. Client is responsible for maintaining the accuracy of this information after the Services conclude.
6. Termination of SEO Services: Upon termination of SEO Services, Company does not provide a report of all changes and optimizations made. Client is responsible for maintaining changes going forward.
7. Company does not guarantee any specific ranking, level of traffic, or other specific result from SEO Services.

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8. Managed Advertising Service
   
   1. Service Description: As part of the Services, Company offers a managed advertising service (“Ad Service”) where Company creates, places, and manages targeted advertisements on behalf of Client.
   2. Advertisement Creation:
      
      1. Company will develop advertisement using Client-provided organization, activities, and goal information, and will manage strategy and placement of all advertisement. Personalized advertisements may be available for certain Services selected.
      2. Depending upon the type of Services selected by Client, and subject to any additional fees that may be required, additional advertisement volumes and special advertisement campaigns may be available for ad hoc events.
      3. Client grants Company a worldwide, non-exclusive license to use Client information for the purpose of promoting Services to other clients.
      4. Client agrees to review and approve advertisements in a timely manner.
      5. Company retains creative control of the advertisements created and has the right to modify advertisement based on performance metrics. Any additional changes requested by Client may be subject to a fee.
      6. Company will provide Client with regular analytic reports on engagement results.
      7. Client acknowledges that advertising performance results depends upon various factors, including audience engagement. Company does not guarantee any specific additional advertising success.
   3. Data Collection and Use:
      
      1. Company collects and processes Personal Data received through Ad Service, including, but not limited to, browsing behavior, demographic information, and advertisement interaction.
      2. Client agrees to provide clear and accessible privacy notices to individuals, explaining how their data is collected and used for communication purposes.
      3. Client agrees to make all necessary disclosures for individuals included the advertisement.
      4. Client agrees to authorize Company to use Personal Data to create and manage targeted advertisement campaigns on behalf of Client.
      5. All Personal Data collection and use is subject to Company’s privacy policy and applicable data protection laws.

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9. Payment Terms
   
   1. Client agrees to pay all specified fees associated with the Services selected. Payment terms, including frequency and method, are specified during the registration process. Client acknowledges that payment obligations are not contingent upon usage of the Services and that cancellation does not relieve Client of responsibility for any fees owed under this agreement.
      
      1. The initial payment will be processed on the earlier of (i) the date on which app training is completed, and advertising services are launched, or (ii) forty-five (45) days following the Client’s kick-off meeting.
      2. Certain payment methods may be subject to an additional surcharge.
      3. Fee payments are non-refundable except as required by law.
      4. Company reserves the right to suspend or terminate Client access to the Services for late or non-payment. 
   2. Company may modify Service fees only upon at least sixty (60) days’ prior written notice and any Service fee increases shall only be effective upon the renewal of the initial twelve (12) month term or any renewal term thereafter. Subject to the foregoing, Client’s continued use of the Services after receipt of writtenClient’s continued use of the Services after notification of a fee change constitutes Client agreement to pay the changed fee.

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10.  Term and Termination

10.1 Term of Agreement 

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

10.2 Client Cancellation Requirements

10.2.1 Written Notice Required

All Clients, regardless of plan type, month-to-month, six-month, or twelve-month, must provide a minimum of thirty (30) days' written notice to cancel Services. Written notice must 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 During Notice Period

Upon receipt of valid written notice, Client will be billed for one final monthly service fee during the thirty (30) day notice period. Services will remain active during this period.

10.2.3 Month-to-Month Plans

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

10.2.4 Six-Month and Twelve-Month Term Plans

• Six-month and twelve-month plans are term agreements that include a discounted monthly rate in exchange for a minimum contract commitment. Six-month and twelve-month plans renew automatically for the same term unless modified or canceled in writing (30) days prior to the renewal date.
• If Client elects to cancel Services prior to the end of the agreed contract term, an early termination fee will apply. The early termination fee is calculated based on the number of full months remaining in the contract at the time notice is provided, as follows:

• Six-Month Term Plan:

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

• Twelve-Month Term Plan:

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

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

10.2.5 Early Termination Fees and Final Billing

Early termination fees are due and payable upon cancellation and will be charged in addition to the final thirty (30) day notice period billing. All outstanding balances must be paid in full prior to Service termination.

10.2.6 Non-Refundable Fees

All fees are non-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 Date of Termination

Services will terminate at the conclusion of the thirty (30) day notice period once all outstanding balances have been paid in full.

10.2.8 Account Data Upon Termination

Upon termination, Client may request a copy of their account data, which will be provided in .csv format within thirty (30) days of termination.

10.3 Termination for Cause by Company

The Company may suspend or terminate Services immediately, without prior notice or liability, if the Client 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. Any provisions which by their nature should survive termination shall remain in effect.

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11. Data Protection and Privacy
    
    1. Company will process Personal Data in accordance with its privacy policy.
       
       1. Client consents to such processing and warrants that it has made all required notices and disclosures to individuals whose  Personal Data is processed  by Company under this agreement
    2. Company will implement appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing and accidental loss, destruction, or damage.

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12. Warrants and Disclaimers

Company represents and warrants that:

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

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

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

property or other right of any third party;

12.3 Company shall comply with all applicable federal, state, and local laws,

rules, and regulations;

12.4 The Services will strictly conform to all specifications, descriptions, and

documentation provided by Client;

12.5 Company has implemented and will maintain appropriate administrative,

technical, and physical safeguards designed to protect Client data and

Personal Data;

12.6 The Services will not contain or introduce any viruses, malware,

ransomware, worms, or other harmful code specifically designed to

disrupt, disable, or harm the networks or systems of Client or any third

party, and Company will use standard industry practices to screen,

identify, and remove the above;

12.7 The Company has full power and authority to enter into this Agreement

and perform its obligations hereunder.

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

and “as available”, and Company disclaims all other warranties, either

express or implied, including, but not limited to, warranties of

merchantability or fitness for a particular purpose.

13. Intellectual Property Rights
    
    1. All intellectual property rights, title, and interest in the Services, including technical platforms, software applications, logos, and other proprietary content, are owned by Company and protected by copyright, trademark, and other laws.
    2. Company grants Client a limited, non-exclusive, non-transferable license to use the Services solely for Client internal and external communication purposes.
    3. Client retains all rights to content provided to Company for the Services. 
    4. Client grants Company a worldwide, non-exclusive license to use, store, and process content solely for the purpose of providing and improving the Services.

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14. Limitation of Liability

14.1.1 14.2. In no event will the Company’s aggregate liability exceed the total fees paid by Client to Company in the twelve (12) months preceding the event giving rise to the claim.

14.1.2 Notwithstanding anything to the contrary, the limitations in this Section shall not apply to liability arising from or in connection with

Company’s:

a) Negligence or willful misconduct; or

b) Indemnification obligations.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT 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 ARISING OUT

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

AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY CLIENT TO

COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT

GIVING RISE TO THE CLAIM.

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15. Limitation of Liability

Client agrees to indemnify, 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 legal and accounting fees, arising out of or in any way connected with Client’s use of the Services or Client’s violation of this Agreement.

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16. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary information received from the other party during the term of this Agreement. This obligation survives the termination of this Agreement.

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17. Modifications to the Agreement

Company reserves the right to modify this Agreement at any time. Client will be notified of any material changes, and continued use of the Services after such notification constitutes acceptance of the modified terms of the Agreement.

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18. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Austin, Travis County, Texas.

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19. Digital Millennium Copyright Act (“DMCA”) Policy
    
    1. Reporting Claims of Copyright Infringement: Company takes claims of copyright infringement seriously and will respond to notices of alleged copyright infringement. If Client believes any materials accessible on or from the Services infringe Client copyright, Client may request removal of, or access to, those materials from the Services by submitting written notification to Company copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512), the written notice (the “DMCA Notice”) must include substantially the following:

1. Client physical or electronic signature.
2. Identification of the copyrighted work Client believes to have been infringed or, if the claim involves multiple works in the Services, a representative list of such works.
3. Identification of the material Client believes to be infringing in a sufficiently precise manner to allow Company to locate that material.
4. Adequate information by which Company can contact Client (including name, postal address, telephone number, and, if available, email address).
5. A statement that Client has a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the written notice is accurate.
7. A statement, under penalty of perjury, that Client is authorized to act on behalf of the copyright owner.

1. Company designated copyright agent to receive DMCA Notices is:

Visitor Reach, LLC

P.O. Box 90158

Austin, TX 78709

Attention: Copyright Agent

2. If Client fails to comply with all the requirements of Section 512(c)(3) of the DMCA, Client DMCA Notice may not be effective.
3. If Client knowingly and/or materially misrepresents that material or activity in the Services is infringing Client copyright, Client may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

2. Counter-Notification Procedures: If Client believes that material posted in the Services was removed or access to it was disabled by mistake or misidentification, Client may file a counter-notification (“Counter-Notice”) with Company by submitting written notification to Company copyright agent designated in Clause 19.1. Pursuant to the DMCA, the Counter-Notice must include substantially the following:

1. Client physical or electronic signature.
2. An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
3. Adequate information by which Company can contact Client (including name, postal address, telephone number, and, if available, email address).
4. A statement under penalty of perjury by Client that Client has a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
5. A statement that Client will consent to the jurisdiction of the Federal District Court for the judicial district in which Client address is located (or if Client resides outside the United States for any judicial district in which the Services may be found) and that Client will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue.

3. Repeat Infringers: It is Company policy, in appropriate circumstances, to disable and/or terminate the accounts of perpetrators who are repeat infringers.

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20. Miscellaneous

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

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

20.3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall continue in full force and effect.

20.4. Dispute Resolution: Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration in Austin, Travis County, Texas, in accordance with the rules of the Institute for Christian Conciliation.

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

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