Terms of Service

Preamble

This Organization Representative Agreement and Acceptable Use Policy (this "Agreement") is entered into by and between Night Raven Enterprises LLC, a New Mexico limited liability company, doing business as Conferus ("Conferus" "Company" "we" "us" or "our"), and the Organization, the organization identified during registration (the "Organization"), acting through its Representative, the individual accepting this Agreement on the Organization's behalf (the "Representative," "you," or "your"). Conferus is a platform owned and operated by Night Raven Enterprises LLC; all references to "Conferus" in this Agreement refer to Night Raven Enterprises LLC acting under that trade name. By checking the acceptance box, clicking "I Agree," signing below, or otherwise accessing or using the Conferus platform, mobile applications, application programming interfaces, and related services (collectively, the "Service" or the "App"), the Representative agrees, on behalf of the Organization, to be bound by this Agreement.

1. Representative's Authority, Acceptance, and Good Faith

1.1 The Representative represents and warrants that they are an authorized officer, director, employee, or duly appointed agent of the Organization with full legal authority to bind the Organization to this Agreement.

1.2 If the Representative does not have such authority, the Representative agrees that they personally accept the obligations of this Agreement to the same extent as the Organization.

1.3 This Agreement takes effect on the date the Representative accepts it electronically (the "Effective Date") and remains in effect until terminated as provided herein.

1.4 Both parties enter into this Agreement in good faith, which entails honest dealing, fair conduct, and a mutual commitment to upholding the spirit and intent of the agreement.

2. Definitions

2.1 "Account" means the Organization's registered account on the Service.

2.2 "Broadcast Email" means any bulk or mass email sent by the Organization to Members or other recipients using the Service's email broadcast feature.

2.3 "Content" means any text, images, links, attachments, or other material submitted, uploaded, or transmitted by the Organization or its Representative through the Service, including Broadcast Emails, Member Invitations, and Event Invitations.

2.4 "Event Invitation" means any invitation to an event sent through the Service.

2.5 "Member" means any individual added, invited, or registered by the Organization as a member, contact, donor, volunteer, or similar role within the Organization's Account.

2.6 "Member Invitation" means any invitation sent through the Service to add or register a Member.

2.7 "Recipient" means any individual who receives a Broadcast Email, Member Invitation, or Event Invitation sent through the Service.

2.8 "Service" or "App" has the meaning given in the Preamble.

3. Purpose of the Platform

The Service provides tools for managing organization members, events, broadcast messages, donations, and tracking income and expenses. While the Service offers financial statements, it is NOT tax software. The Organization and its Representative assume full responsibility and obligation to comply with all applicable tax laws in their country of residence, and Conferus is not liable for any misinformation, inaccuracies, or errors in the Organization's financial data.

4. Eligibility; Account Registration

4.1 The Service is intended for use by legally organized organizations and their authorized representatives.

4.2 The Organization is responsible for the accuracy of the information provided during registration, including the Organization's legal name, contact information, and the Contact Email described in Section 7.

5. License to Use the Service

5.1 Subject to this Agreement and payment of applicable fees, Conferus grants the Organization a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for the Organization's own lawful, internal, non-profit purposes.

5.2 This license does not include any right to resell, sublicense, or provide the Service to any third party.

6. General Prohibition on Malicious or Harmful Use

6.1 The Organization and its Representative shall not use, and shall not permit any user under the Organization's Account to use, the Service for any malicious, harmful, fraudulent, deceptive, or unlawful purpose whatsoever, including, without limitation, any use that is intended to or is reasonably likely to damage, disable, harm, or interfere with Conferus, its infrastructure, other users of the Service, or any third party.

6.2 Without limiting the foregoing, the Organization shall not use the Service to introduce viruses, malware, ransomware, or other harmful code; to gain unauthorized access to any system or data; to circumvent any security or access control; or to harvest or scrape data belonging to Conferus or other users.

7. Code of Conduct for Broadcast Email, Member Invitations, and Event Invitations

7.1 Scope. This Code of Conduct applies to all Content transmitted through the Service's Broadcast Email, Member Invitation, and Event Invitation features, without exception.

7.2 No Spam. The Organization shall not use the Service to send unsolicited bulk email ("spam"). All Recipients of Broadcast Emails must have provided affirmative consent to receive communications from the Organization, or have an existing relationship with the Organization consistent with applicable anti-spam law (including, as applicable, the U.S. CAN-SPAM Act, and equivalent laws in the Recipient's country of residence). Every Broadcast Email must include a functional and honored unsubscribe mechanism, the Organization's accurate identity, and a valid physical or contact address where required by law.

7.3 No Phishing or Deceptive Practices. The Organization shall not use the Service to send phishing emails, to impersonate any person or entity, to use misleading sender names, subject lines, or headers, to solicit passwords, financial account information, or other sensitive personal or financial information under false pretenses, or to direct Recipients to fraudulent or malicious websites.

7.4 Prohibited Content. Without limitation, Content sent through the Service must not contain, promote, or link to any of the following:

(a) Harmful language, including threats, harassment, bullying, or content intended to intimidate or cause emotional or physical harm to any person;

(b) Derogatory language, including slurs, hate speech, or content that demeans or degrades any individual or group;

(c) Incitement of violence, including any content that encourages, glorifies, or provides instructions for violent acts against any person, group, or property;

(d) Promotion of acts against, or discrimination based on, any race, ethnicity, national origin, religion, or belief system (including any organized group, sect, or cult), including content that advocates hatred, exclusion, or violence toward such groups;

(e) Promotion of any event, activity, or conduct that is unlawful under the law applicable to the Organization's country of residence, or under the law applicable to the country of residence of any Recipient of the communication;

(f) Sexually explicit material, content exploiting or endangering minors, or content promoting human trafficking;

(g) Content that infringes the intellectual property, privacy, or publicity rights of any third party;

(h) Content promoting illegal gambling, controlled substances, or other unlawful goods or services; and

(i) Any other content that violates applicable law or the rights of any third party.

7.5 Member and Event Invitations. Member Invitations and Event Invitations must accurately describe the Organization and the nature of the membership or event, and must not be used as a vehicle to circumvent Section 6.2, 6.3, or 6.4.

7.6 Responsibility for Content. The Organization is solely responsible for all Content it sends, uploads, or transmits through the Service, including Content submitted by any individual user authorized to act under the Organization's Account.

8. Mandatory Email Disclaimer; Contact Email

8.1 Every Broadcast Email, Member Invitation, and Event Invitation sent through the Service will automatically include a disclaimer, in substantially the following form, disclaiming Conferus's liability for the content of the communication:

"This email was sent using the Conferus platform on behalf of [Organization name], who is solely responsible for its content. Conferus, a service of Night Raven Enterprises LLC, is not the author of this message, does not endorse its content, and disclaims all liability arising from it. To report abuse, contact abuse@conferus.net."

8.2 The Organization designates a Contact Email in its Organization settings. The Organization acknowledges that this Contact Email will be used as the reply-to address for all Broadcast Emails, Event Invitations, and Member communications sent by the Organization, and agrees to maintain a monitored, functioning inbox at that address.

9. Monitoring; Investigation

9.1 Conferus does not pre-screen Content but reserves the right, in its sole discretion, to monitor, review, filter, or remove any Content, and to investigate any suspected violation of this Agreement, including in response to complaints, spam-trap hits, abuse reports, or automated compliance signals.

9.2 The Organization agrees to cooperate with any such investigation and to provide information reasonably requested by Conferus.

10. Violations; Suspension; Termination

10.1 Any violation of this Agreement, including any unauthorized use of the Service or any breach of the Code of Conduct in Section 6, constitutes a material breach of this Agreement.

10.2 Upon any actual or reasonably suspected violation, Conferus may, in its sole discretion and without prior notice, suspend or restrict the Organization's access to the Service (in whole or in part), and/or terminate this Agreement and the Organization's Account.

10.3 Conferus reserves the right to remove and revoke emailing privileges, and/or deactivate all organization privileges in the platform, without previous warning, and with immediate applicability, if their monitoring systems and compliance procedures detect a violation of one or any of the clauses in this Agreement.

10.4 Upon termination for violation of this Agreement, the Organization forfeits all privileges to access or use the Service, and Conferus will not refund any fees, subscription payments, or other amounts already paid by the Organization, to the maximum extent permitted by applicable law.

10.5 Termination of this Agreement does not relieve the Organization of any liability accrued prior to termination, including liability under Section 13 (Indemnification).

11. Fees and Billing

11.1 The Organization agrees to pay all applicable fees for the Service according to the pricing and billing terms presented at the time of purchase or subscription.

11.2 Except as required by applicable law or as expressly stated in this Agreement, all fees are non-refundable, including in the event of voluntary cancellation, downgrade, or termination for violation of this Agreement.

11.3 Conferus may change its fees prospectively upon 30 days notice.

12. Data Protection and Privacy

12.1 In connection with its use of the Service, the Organization acts as the data controller (or equivalent role under applicable law) with respect to personal data of its Members and Recipients, and Conferus acts as a data processor (or service provider) processing such data solely to provide the Service.

12.2 The Organization represents that it has all necessary rights, consents, and legal bases required by applicable data protection law (including, as applicable, the Dominican Republic's Law No. 172-13, the EU General Data Protection Regulation, and equivalent laws of any Recipient's country of residence) to collect, use, and transmit the personal data of its Members and Recipients through the Service.

12.3 Conferus will process such personal data in accordance with its Privacy Policy and any applicable Data Processing Addendum.

13. Indemnification

13.1 The Organization agrees to indemnify, defend, and hold harmless Conferus, its officers, directors, employees, contractors, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Organization's Content; (b) the Organization's violation of this Agreement, including the Code of Conduct; (c) the Organization's violation of applicable law; or (d) any claim brought by a Member, Recipient, or third party arising from any communication sent through the Organization's Account.

14. Disclaimer of Warranties

14.1 THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

15. Limitation of Liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONFERUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE.

15.2 CONFERUS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE ORGANIZATION TO CONFERUS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

16. Intellectual Property

16.1 Conferus retains all right, title, and interest in and to the Service, including all software, design, trademarks, and related intellectual property. No rights are granted to the Organization other than the limited license in Section 5.

16.2 The Organization retains ownership of its own Content, and grants Conferus a limited license to host, transmit, and process such Content solely to provide the Service.

17. Service Availability and Modifications

17.1 Conferus will use commercially reasonable efforts to maintain the availability of the Service but does not guarantee uninterrupted or error-free operation.

17.2 Conferus may modify, suspend, or discontinue any feature of the Service at any time, with notice where reasonably practicable.

18. Term and Termination

18.1 This Agreement remains in effect until terminated by either party as provided herein.

18.2 The Organization may terminate this Agreement at any time by canceling its Account in accordance with Conferus's then-current cancellation procedure; such cancellation does not entitle the Organization to a refund of fees already paid, except as required by applicable law.

18.3 Sections 2, 6 (as to conduct occurring before termination), 7.6, 8.1 (as to communications sent before termination), 10.3, 11.2, 12, 13, 14, 15, 16.1, 20, and any other provision that by its nature should survive, will survive termination of this Agreement.

19. Confidentiality

19.1 Each party agrees to protect the other party's confidential information with the same degree of care it uses to protect its own confidential information of similar nature, and not less than reasonable care, and to use such information solely to perform its obligations under this Agreement.

20. Governing Law; Dispute Resolution

20.1 This Agreement is governed by the laws of the State of New Mexico, United States of America, without regard to its conflict-of-laws principles.

20.2 Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in the United States of America, New Mexico, and each party consents to the personal jurisdiction and venue of such courts and waives any objection based on inconvenient forum.

21. Force Majeure

21.1 Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, power or internet outages, or labor disputes.

22. Assignment

22.1 The Organization may not assign or transfer this Agreement without Conferus's prior written consent. Conferus may assign this Agreement in connection with a merger, acquisition, or sale of assets.

23. Amendments

23.1 Conferus may update this Agreement from time to time. Conferus will provide notice of material changes (for example, by email to the Contact Email or in-app notice), and continued use of the Service after the effective date of the changes constitutes acceptance.

24. Severability

24.1 If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

25. Entire Agreement

25.1 This Agreement, together with any Privacy Policy, Data Processing Addendum, or order form referenced herein, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements or understandings.

26. Notices

26.1 Notices to the Organization will be sent to the Contact Email on file. Notices to Conferus should be sent to Night Raven Enterprises LLC at legal@conferus.net.

27. Acceptance

By clicking "I Agree," checking the acceptance box, or otherwise accessing the Service, the Representative acknowledges that they have read, understood, and agree to be bound by this Agreement on behalf of the Organization.

Language

Language Precedence: This Agreement is provided in English and Spanish for the convenience of the parties. In the event of any conflict or inconsistency between the two versions, the English version shall control, unless the parties agree otherwise in writing.