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Integrated Software to Run Your Non-Profit
Terms of Service for EZ*NP

This Agreement is between you and Moxart, Inc. (Moxart), the licensor of EZ*NP software. This Agreement describes the terms governing your use of the EZ*NP online subscription services provided to you on the EZ*NP website (the Website), including content, updates and new releases, (collectively, the "Services").

  1. Duration of Agreement
  2. This agreement commences on the Effective Date and will automatically renew every six months unless at the then existing price, unless Moxart terminates this agreement as provided in paragraph 15, or you provide notice of your intent to terminate the Agreement.

  3. Confidentiality
    1. The Services are protected by copyright, trade secret, and other intellectual property laws. You are granted the right to use the Services only for the purposes described by Moxart in Schedule B. Moxart reserves all other rights and all intellectual property rights in the Services.
    2. You agree not to use, nor permit any third party to use, the Services or content in a manner that violates any applicable law, regulation, or this Agreement.
    3. You agree not to reverse engineer the Moxware software, nor to make information available to any third party, including but not limited to the User's Guide, screenshots, or other material which would enable them to reverse engineer the Moxware software. This obligation shall remain in effect after the termination of this Agreement.
  4. Payment
    1. EZ*NP is available as a subscription service. The monthly charges are indicated in Schedule A, and are subject to change upon each renewal date. Payments will be billed to you in U.S. dollars, semi-annually in advance of your renewal date.
    2. Moxart will accept payment either via Paypal or by check.
    3. If Moxart does not receive payment within ten (10) days of the commencement of the initial term and any renewal term, we may suspend your account or immediately terminate this Agreement.
    4. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services. You can keep your account information up to date through online entries in EZ*NP.
  5. Content
  6. Your Content consists of data about your organization, services, products; and associated people and other organizations.

    1. You are responsible for all materials ("Content") uploaded, posted or stored through your use of the Services.
    2. Moxart will not view your Content on the Services, except incidentally in response to your request for technical or organizational assistance. We may disclose only information necessary to satisfy our legal obligations, protect Moxart or its customers, or operate the Services properly.
    3. Moxart is not responsible for the Content or data you submit through the Services.
    4. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to
      • Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is criminal or of civil liability under any local, state, federal or foreign law;
      • Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual's privacy;
      • investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
      • Virus, trojan horse, worm or other disruptive or harmful software or data;
      • Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.
  7. Security
  8. You and assigned members and affiliates of your organization are the only persons authorized to use your usernames and passwords and you are responsible for maintaining the confidentiality of them.

    1. You will assign an administrator to create new usernames and passwords for authorized individuals, or to change or drop them. You will be assigned an organization code, which covers all the users from your organization.
    2. You will not permit or allow unauthorized persons to have access to or use your usernames and passwords.
    3. You will contact Moxart if you become aware of any unauthorized access to your account.
  9. Updates
  10. The Services may periodically be updated with tools, utilities, improvements, third party applications, or other improvements. You agree to receive these updates.

  11. Privacy
  12. You agree to the applicable EZ-NP Privacy Statement, and any changes published by Moxart, which is displayed on the Website. You agree that Moxart may use and maintain your data according to this Agreement and the EZ-NP Privacy Statement, as part of the Services.

  13. Mobil Devices
  14. EZ*NP has not been optimized for use with mobil devices. However, parts of it may work well enough on such devices to be useful. You agree that if you use a mobil device you are solely responsible for all requirements, including any additional software, applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider. Moxart makes no warranties or representations of any kind, express, statutory or implied as to:

    1. the availability of telecommunication services from your provider and access to the services at any time or from any location;
    2. any loss, damage, or other security intrusion of the telecommunication services;
    3. any disclosure of information to third parties or failure to transmit any data, communications or settings connected with the services;
    4. the usability of EZ*NP on any mobil device.
  15. Feedback
    1. You agree that Moxart may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials.
    2. You give Moxart permission to combine information you enter or upload for the Services with that of other users of the Services and/or other Moxart services to create statistical information which does not identify any user. This non-identifiable information may be used for things such as aggregated data to improve the Services or to design promotions or provide ways for you to compare business practices with other users.
    3. You grant Moxart a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to the above information in any way.
  16. Notices
  17. Moxart may be required by law or wish to send you communications about the Services or other matters. You may be offered other services, products, or promotions by Moxart ("Moxart Services") for which additional terms and conditions and fees may apply. You agree that Moxart may send these communications to you via email or by posting them on the website. Notices to Moxart may be sent by email to betty@moxart.org, or by postal mail to: Moxart, 124 Cornell Rd., Bala Cynwyd, PA 19004.

  18. Professional Advice
  19. Moxart does not provide legal, financial, tax, health care, accounting, real estate or other such services or advice. Consult the services of a competent professional when you need this type of assistance. Moxart will give you advice on how to use its product, which will may include advice on ways in which to manage your organization.

  20. Disclaimer of Warranties
  21. Your use of the services, software, and content is entirely at your own risk. Except as described in this agreement, the services are provided "as is." Moxart, its affiliates, and its third party providers, licensors, distributors or suppliers (collectively, "Suppliers") do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to 60 days from the date of purchase or delivery of the services, whichever is sooner. Moxart and its Suppliers disclaim all warranties, express or implied, including

    1. that the services are fit for a particular purpose;
    2. that the services are free of any bugs or defects -- you accept the services as is;
    3. security against data loss;
    4. non-interference with or non-infringement of any intellectual property rights;
    5. the accuracy, reliability, quality or content in or linked to the services.
  22. Limitation of Liability
  23. The entire liability of Moxart and its Suppliers for all claims relating to this agreement shall be limited to the amount you paid for the services during the twelve (12) months prior to such claim. Moxart, its affiliates and its Suppliers are not liable for any of the following:

    1. indirect, special, incidental, punitive or consequential damages
    2. damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet Moxart systems requirements.

    The above limitations apply even if Moxart and its affiliates and suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of Moxart, its affiliates and suppliers and your exclusive remedy with respect to the services and its use.

  24. Indemnity
  25. You agree to indemnify and hold Moxart and its affiliates and suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). Moxart reserves the right, in its sole discretion and at its own expense,is this not a contradiction to the indemnification? to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Moxart in the defense of any Claims.

    1. that the services are fit for a particular purpose;
    2. that the services are free of any bugs or defects -- you accept the services as is;
    3. security against data loss;
    4. non-interference with or non-infringement of any intellectual property rights;
    5. the accuracy, reliability, quality or content in or linked to the services.
  26. Termination
  27. Moxart may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services effective immediately, in whole or in part, for concerns such as, but not limited to

    1. suspicion of fraud, security, illegal activity or unauthorized access;
    2. to protect the integrity of our Services or systems and comply with applicable Moxart policy;
    3. if you fail to comply with this Agreement;
    4. if you no longer agree to receive electronic communications;
    5. if you do not pay your semi-annual charges.

    Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect Moxart's rights to any payments due to it. Moxart may terminate a free account at any time.

  28. Changes
  29. We reserve the right to change this Agreement at any time, and the changes will be effective when posted on the Website or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. Your continued use of the Services after any such changes indicates your agreement to the changes.

  30. Disputes
  31. This Agreement will be governed by and construed under the laws of the Commonwealth of Pennsylvania, USA, without regard to principles of conflict of laws. Each of the parties submits to the personal jurisdiction of any state court sitting in Montgomery County, Pennsylvania or any federal court sitting in the Eastern District of Pennsylvania with respect to such judicial proceedings. Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety or to other security that might be required of any party with respect thereto.

  32. Survival of Obligations
  33. The provisions of this Agreement dealing with indemnification, limitation of liability, disclaimer of warranties, governing law, disputes and the use, storage of your information and confidentiality will survive and remain in effect even if the Agreement is terminated.

  34. Survival of Obligations
  35. The provisions of this Agreement dealing with indemnification, limitation of liability, disclaimer of warranties, governing law, disputes and the use, storage of your information and confidentiality will survive and remain in effect even if the Agreement is terminated.

  36. Help and Support
  37. There is substantial and detailed user documentation within the help section of Moxware. Moxart may use a variety of methods (e.g., in-product, Internet, e-mail, chat, video, fax and phone) to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by Moxart from time to time.

  38. Entire Agreement
  39. This Agreement, including the Additional Terms below, is the entire agreement between you and Moxart and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

  40. Transfer of Agreement
  41. You cannot assign or transfer ownership of this Agreement to anyone without written approval of Moxart. However, Moxart may assign or transfer it without your consent to (a) an affiliate, (b) a company through a sale or transfer of assets by Moxart or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact Moxart via an email to: betty@moxart.org.

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