BY CLICKING THE “LET’S BEGIN!” BUTTON BELOW OR BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS SERVICE, OR ANY CRU SERVICES OR CONTENT OR DATA PROVIDED THROUGH OR CONNECTED WITH THIS SERVICE (COLLECTIVELY “MPDX SERVICE” OR “SERVICE”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE MOST CURRENT VERSION OF THE TERMS, WHICH SUPERSEDES ALL PREVIOUS VERSIONS. CRU RESERVES THE RIGHT TO CHANGE THESE TERMS AT ANY TIME AND WITHOUT NOTICE TO YOU.
1. Accessing and Using MPDX
a. Who can access and use MPDX
You may access and use MPDX only if You agree to and can form a binding contract with Cru, and all use must be in compliance with these Terms and all applicable laws. If you use MPDX on behalf of and for use by a company, organization, or other entity (“Organization”), then (a) references to “You” includes You and that Organization, and (b) You and the Organization each represent and warrant that You are authorized to grant all permissions and licenses provided in these Terms and bind the Organization to these Terms, and that You and the Organization each agree to be bound to these Terms. For use by an Organization, the identifying information of the Organization must be included in the registration in order for your and the Organization’s use to be valid and authorized. Any access or use by anyone under the age of 13 is strictly prohibited.
b. Our license to You for Access and Use of the MPDX Service
Subject to these Terms and our policies, we grant you a limited, non-exclusive, non-transferable, and revocable license to use and access MPDX. Your use of MPDX is strictly and exclusively limited to ministry use and, if applicable, internal use of the Organization. You may not use MPDX commercially or on behalf of other organizations or individuals.
2. Ministry Data, User Input, and Confidentiality
a. Ministry Data
MPDX allows you to access and use donor data, including, but not limited to, information about donors, whether current, former or potential (“Donors”), including names, addresses, contact information, donation history, and other Donor information including any Personal Data as defined in EC Directive (95/46/EC), information and data about ministry activities and strategies, including anything that you input, submit, post or otherwise make available on or through MPDX, and any other data owned, controlled or possessed by or on behalf of Cru and the ministries operating in the worldwide movement of CCCI (“Ministry Data”) solely for your use in ministry partner development. We reserve the right to remove or modify data you input that we believe violates these Terms, our policies or any law, regulation, ordinance or order or directive from any governmental entity or court. You may not use or disclose Ministry Data for other purposes without the written consent of the National Team Leader.
b. Confidential Information
Confidential information includes all Ministry Data, Your password and other access credentials, all information marked confidential or provided or made available to You under an obligation or expectation of confidence (“Confidential Information”). You are not to use any Confidential Information for Your personal benefit or to disclose such Confidential Information to any third parties without the prior written consent of the National Team Leader. If you are employed by Cru or an Organization, this obligation extends after the end of your employment.
3. Notice and Procedure for Making Claims of Copyright Infringement
Cru is committed to respecting the intellectual property rights of other parties, and we ask you to do the same. Pursuant to Title 17, United States Code, Sections 512(c)(2) and (3), notifications of claimed copyright infringement for materials displayed, or available, in MPDX should be sent to Cru’s Designated Agent:
Dennis R. Kasper, Esq.
Lewis, Brisbois, Bisgaard & Smith, LLP
221 Figueroa Street, Suite 1200
Los Angeles, CA 90012
(213) 250-7900 Fax
4. Security and Privacy
Cru cares about the security of our users. While we work to protect the security of your content and data, Cru cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use.
Without limiting the foregoing, You shall ensure that you have the correct permissions and rights, including by seeking the express and informed consent of any Donor where required by applicable law, for the provision of any information to MPDX and for the use of such information by Cru and the other users of MPDX.
You acknowledge, that the provision of any information to MPDX and the use of MPDX will require the transmission of Personal Data to or from the US.
In respect of any Personal Data or personal information of Donors which is from the European Economic Area (“EEA”), relates to Donors in the EEA or is processed in the EEA, Cru shall be the data controller, as defined under EC Directive (95/46/EC). This is without prejudice to your obligations under these Terms and under applicable data protection law. You shall promptly notify Cru of any request, or complaint made by a Donor, regulator or any other person in relation to Ministry Data and, if required by Cru, shall at all times cooperate with and assist Cru in executing its obligations under applicable data protection laws or in relation to any enquiry or investigation by any regulator or court.
You are responsible for the security of Your password or other access credentials.
5. Restrictions on Use of Content, Materials and Marks
Your use of MPDX is subject to Cru and Third Party Intellectual Property Rights. Except as expressly authorized in these Terms, you agree that:
- Except as described below, you will not reproduce, edit, modify, rent, license, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works from any part of MPDX, in whole or in part, by any means now known or later developed;
- Exception number 1: Cru understands that in limited circumstances, where internet service is limited or non-existent, you may need to download data from MPDX. In this event, downloaded data must be stored securely and encrypted, where possible, and should be deleted as soon as it has served the specific purpose for which it was downloaded or once internet service is no longer limited, whichever is the sooner
- Exception number 2: Cru understands that you may need to download certain data for mail merge or other MPD efforts. In this event, downloaded data must be stored securely and encrypted, where possible, and should be deleted as soon as the mail merge has been completed and any responses obtained or as soon as it has served the specific purpose for which it was downloaded.
- You will not modify, decompile, operate or provide the MPDX Service as a service bureau, or reverse engineer any of MPDX;
- You will not access, tamper with, or use non-public areas of MPDX, our computer systems, or the technical delivery systems of our providers;
- You will not attempt to probe, scan, or test the vulnerability of any Cru system or network or breach any security or authentication measures;
- You will not copy, post or transmit any part of MPDX that you receive, access, or retrieve to any server, or network of computers;
- You will not interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing MPDX.
- You will not remove or modify any copyright or trademark notice, or other notice of ownership, displayed on, or affixed to MPDX;
- You are responsible to comply with any laws to protect the privacy of those whose data you input into MPDX, including, if you are an employee of Cru, any and all Cru policies;
- You will not violate any applicable law or regulation; and
- You will not encourage or enable any other individual to do any of the activities prohibited in these Terms.
Cru may terminate or suspend this license, including without limit, Your access or access by specific individuals in the Organization, at any time, with or without cause or notice to you. Upon expiry or termination, by either party and howsoever caused, you continue to be bound by Sections 2 and 5-12 of these Terms. This Agreement may be terminated immediately if you breach any term of this Agreement or violate any law, ordinance or regulation by Your use. Cru may terminate this Agreement at any time or restrict or prevent you from accessing or using the MPDX Service at any time, for any reason or no reason at all, in Cru’s sole and absolute discretion, without providing any notice to you.
You agree to indemnify and hold harmless Cru, it’s affiliated national ministries and area offices (CCCI), and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way arising from or related to (a) Your use of MPDX for commercial purposes (b)in violation of any Section of this Agreement, including Section 1(b), Section 2, and Section 5, as determined in our sole and absolute discretion, (c) your unauthorized access to or use of MPDX, (d) input you provide.
YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE MPDX SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. YOU ASSUME ANY AND ALL RISK ARISING FROM OR RELATED TO ANY SITUATION, EVENTS OR LOCATION IN WHICH YOU PLACE YOURSELF WHEN USING OR ACCESSING THE MPDX SERVICE. YOU ACKNOWLEDGE THAT USE OF THE MPDX SERVICE IS NOT A SUBSTITUTE FOR YOUR PRECAUTIONS AND GOOD JUDGMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MPDX SERVICE AND ALL SERVICES PROVIDED WITH RESPECT TO USE OR ACCESS TO THE MPDX SERVICE, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION OR DATA PROVIDED, CONTAINED, MAINTAINED OR PROCESSED IN OR THROUGH THE MPDX SERVICE AND ALL GOODS AND MATERIALS PROVIDED TO OR THROUGH THE MPDX SERVICE ARE PROVIDED BY CRU ON AN “AS IS” BASIS AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.
CRU HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO MPDX SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE MPDX SERVICE AND SERVICES, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, INFORMATION OR DATA PROVIDED, ACCESSED, CONTAINED, MAINTAINED OR PROCESSED IN OR THROUGH THE MPDX SERVICE AND ALL SERVICES, PRODUCTS AND MATERIALS PROVIDED TO OR THROUGH THE MPDX SERVICE. YOU UNDERSTAND AND AGREE THAT THERE IS NO GUARANTEE THAT THE CRU MPDX SERVICE WILL FUNCTION AS INTENDED, THAT ALL THE FUNCTIONALITY OR ANY FUNCTIONALITY WILL BE OPERATIONAL AT ALL TIMES. CRU DISCLAIMS ANY LIABILITY FOR DOWNTIME, OPERATIONAL ERRORS, LOSS OF DATA, DELIVERY ERRORS, TRANSMISSION LOSSES OR LACK OF SERVICE. CRU MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY OR VALIDITY OF ANY SERVICES, INFORMATION OR DATA, INCLUDING THE CORRECTNESS OR APPLICABILITY OF ANY FUNCTION, DATA OR CALCULATION, CONTAINED IN OR PROVIDED BY THE MPDX SERVICE. CRU MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE MPDX SERVICE WILL ALWAYS OR EVER BE OPERATIONALLY OR FUNCTIONALLY AVAILABLE AND YOU ACKNOWLEDGE SUCH. CRU DOES NOT WARRANT THAT THE MPDX SERVICE AND ANY SERVICES WILL BE FREE FROM INTERRUPTIONS, ERRORS OR BUGS, OR HARMFUL OR DANGEROUS CODE. CRU MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER AND DISCLAIMS ALL SUCH WARRANTIES, INCLUDING EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATING TO THE MPDX SERVICE.
THE PARTIES ALSO AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA”) AS ENACTED IN ANY STATE SHALL NOT APPLY TO THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW UCITA IS HEREBY EXCLUDED IN ITS ENTIRETY FROM APPLICATION TO THIS AGREEMENT.
THE MPDX SERVICE, SOFTWARE AND SERVICES ARE NOT SUITABLE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS. THE TECHNOLOGY AND MPDX SERVICES ARE NOT PROVIDED AND SHOULD NOT BE RELIED UPON BY USER AS A SUBSTITUTE FOR USER’S PRECAUTION AND JUDGMENT.
Cru takes no responsibility and assumes no liability for any data that you or any other user or third party provides, enters, posts, stores or transmits using MPDX.
Cru’s MPDX Service and all intellectual property embodied in, or associated with the Service, related technology and Ministry Data are owned by and are the property of Cru, and subject to applicable patent, copyright, trade secrets, trademarks and other proprietary rights. The technology and access to and use of the MPDX Service and Ministry Data is licensed, not sold, to you for use only under the terms of this Agreement. Cru reserves all rights not expressly granted to the User. The MPDX Service and any authorized copies you make thereof are the intellectual property of Cru. The structure, organization, and code of the MPDX Service are the valuable proprietary and confidential information of Cru. The MPDX Service is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant to You any intellectual property rights in the MPDX Service. The MPDX Service may be covered by one or more pending patent applications.
10. Third-Party Claims.
In the event any claim is brought against You alleging that the MPDX Service or your access and use of the MPDX Service breaches any third-party’s intellectual property rights, your sole remedy is to immediately notify Cru in writing. Cru shall not be liable for any defense, settlement, or discharge of such claim, except as provided in the preceding sentence. You agree that, in the event Cru notifies you to immediately cease using the MPDX Service due to a third-party claim of infringement, regulatory or legal requirement or for any other reasonable purpose, you shall do so promptly
11. Injunctive Relief.
You agree that in the event of a breach of any provision of this Agreement, Cru shall be entitled to seek and obtain injunctive or other equitable relief, or both, in each case without the requirement to post any bond or other form of security, and without such act constituting an election of remedies or disentitling Cru to each and every remedy available at law or in equity for a breach of this Agreement by you.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CRU WILL 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, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE MPDX; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY IN MPDX, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT WILL CRU’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO MPDX EXCEED THE AMOUNT PAID BY YOU FOR THIS SERVICE.
13. Dispute Resolution
If you are an employee of Cru, you are subject to Cru’s internal dispute resolution policy provided for in the Employee Handbook. If you are not an employee of Cru, for any dispute you have with Cru regarding MPDX, you agree to work through your national ministry and/or area office to resolve the matter. If needed, leadership at the national or area office level with work with Cru to resolve the matter. Nothing in this Section will prevent either party from seeking injunctive or other equitable relief from the courts for matters related to intellectual property. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CRU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
14. Governing Law and Jurisdiction
These Terms are governed by the laws of the State of Florida, without respect to its conflict of laws principles. You agree that to submit to the personal jurisdiction of a state or federal court in Orange County, Florida for any actions not subject to Section 13 (Dispute Resolution). Any such actions exclusive venue is Orange County.
15. General Terms
Notification Procedures and changes to these Terms: Cru reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted. If a revision, in our sole discretion, is material, we will notify you. By continuing to access or use MPDX after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using MPDX.
Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Cru without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
Entire Agreement/Severability: These Terms, together with the Privacy Notice and any amendments and any additional agreements you may enter into with Cru in connection with MPDX, constitutes the entire agreement between you and Cru concerning MPDX. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
No Waiver: No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and Cru’s failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.
LEGAL_EU # 19458222.1 09999.99999
Version 1.0 | Published: 10/3/18