Terms of Service / End-User License Agreement

1. Definitions

• "Club" (or "Customer," "Tenant") — the organization that subscribes to or is authorized to use the Service to manage its membership.
• "Authorized User" — an individual the Club permits to access the admin portal (for example, an Owner, Treasurer, Secretary, or Officer).
• "Member" — an individual member of a Club whose record is managed in the Platform and who may access the member portal.
• "Club Data" — all data a Club or its Members submit to or generate in the Service, including member records, applications, volunteer hours, and the read-models derived from the Club's connected QuickBooks company.

2. The Service

The Service is a multi-tenant, cloud-hosted membership-management platform that lets a Club manage its members and generate and track dues invoices through the Club's own QuickBooks Online account. The Service does not process payments and does not maintain a parallel ledger; QuickBooks Online holds the books and QuickBooks Payments collects money (see Section 7).

3. License and right to use

Subject to these Terms, CMN grants the Club a limited, non-exclusive, non-transferable, revocable right to access and use the Service for its internal membership-administration purposes during the term. The Service is licensed, not sold. CMN reserves all rights not expressly granted.

4. Accounts, access, and security

• The Club is responsible for its Authorized Users and for activity under its account.
• Authorized Users must keep their credentials confidential. Multi-factor authentication is available for administrator accounts and is strongly recommended.
• The Club must promptly notify CMN of any unauthorized access or suspected security incident involving its account.

5. Acceptable use

You agree not to:

• use the Service in violation of any applicable law or regulation;
• access another tenant's data, or attempt to defeat the Service's tenant-isolation or access controls;
• probe, scan, or test the vulnerability of the Service except under a written authorization from CMN;
• upload malicious code, or interfere with or disrupt the integrity or performance of the Service;
• use the Service to store or transmit data you are not authorized to handle, or
• collect, through the Platform's custom-field features, categories of data the Platform is expressly designed not to hold (for example, firearm-ownership inventories or serial numbers).

6. Club Data and ownership

• The Club owns its Club Data. As between the Club and CMN, all Club Data belongs to the Club.
• The Club grants CMN a limited license to host, process, transmit, and display Club Data solely to provide and support the Service. CMN does not sell, rent, share for advertising, or data-mine Club Data.
• CMN's handling of personal information within Club Data is described in the Privacy Policy, incorporated into these Terms by reference.
• The Club is responsible for the accuracy of Club Data and for having the necessary rights and notices to provide it (including its Members' information) to the Service.
• Export and deletion. The Club may export its Club Data at any time and may request deletion on termination, as described in Section 16 and the Privacy Policy.

7. QuickBooks Online and payments

• The Service integrates with Intuit QuickBooks Online ("QBO") at the Club's direction and through Intuit's authorization (OAuth) flow. The Club is responsible for maintaining its own QuickBooks subscription and account.
• The Club's use of QuickBooks Online and QuickBooks Payments is also governed by Intuit's own terms and policies, which are separate from these Terms.
• CMN is not a payment processor. Payments are collected by QuickBooks Payments on Intuit's hosted pages; CMN never handles cardholder data. CMN is not responsible for payment processing, deposits, fees, chargebacks, or the availability or accuracy of QuickBooks Online.
• The Club may disconnect the QuickBooks integration at any time; doing so will disable invoicing and payment-status features that depend on it.

8. Third-party services

The Service relies on third-party providers, including Microsoft Azure (hosting), Intuit/QuickBooks Online (accounting and payments), and Postmark (transactional email). CMN is not responsible for the acts, omissions, availability, or content of third-party services, and your use of them may be subject to their own terms.

9. Fees

Fees, if any, are set out in the Club's order form, subscription, or separate written agreement with CMN. Where the Club uses the Service at no charge (for example, as a design partner or under another written arrangement), the terms of that arrangement control the fee question; these Terms otherwise apply. The Club is responsible for any third-party costs it elects (for example, its own QuickBooks subscription or a custom sending domain).

10. Intellectual property

CMN and its licensors own all right, title, and interest in and to the Service, including all software, designs, and documentation, and all related intellectual-property rights. These Terms grant no ownership in the Service. If you provide feedback or suggestions, you grant CMN a perpetual, royalty-free license to use them without restriction. Club Data remains the Club's, as stated in Section 6.

11. Confidentiality

Each party may receive non-public information of the other. The receiving party will use such information only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public through no fault of the receiving party, independently developed, or rightfully obtained from a third party.

12. Privacy

CMN's collection and use of personal information in connection with the Service is described in the Privacy Policy. By using the Service, you acknowledge the Privacy Policy. Members accessing the member portal do so under their Club's account, and these Terms and the Privacy Policy apply to that access.

13. Disclaimers

The Service is provided "as is" and "as available," without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. CMN does not warrant that the Service will be uninterrupted, error-free, or secure, or that it will meet your requirements. CMN is not responsible for the accuracy, availability, or acts of third-party services, including QuickBooks Online.

14. Limitation of liability

To the maximum extent permitted by law, CMN will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data, arising out of or related to the Service. CMN's total liability arising out of or related to these Terms will not exceed the greater of the fees the Club paid to CMN in the twelve months before the claim, or USD $100.

15. Indemnification

The Club will defend, indemnify, and hold harmless CMN from and against third-party claims arising out of the Club's Club Data, the Club's use of the Service in violation of these Terms or applicable law, or the Club's breach of its representations regarding the data it provides.

16. Term, termination, and data return

• These Terms apply for as long as the Club uses the Service or as set out in a separate agreement.
• Either party may terminate as provided in the applicable agreement or for material breach not cured within a reasonable period.
• On termination, the Club may export its Club Data, and on request CMN will delete the Club's data — including from backups within the documented backup-retention window — as described in the Privacy Policy.
• Sections that by their nature should survive termination (including Sections 6, 10, 11, 13, 14, 15, and 18) survive.

17. Suspension

CMN may suspend access to the Service where necessary to address a security risk, a violation of Section 5, or a legal requirement. CMN will limit the scope and duration of any suspension to what is reasonably necessary and will restore access once the issue is resolved.

18. Changes to the Service and to these Terms

CMN may modify the Service and may update these Terms from time to time. When we make material changes to these Terms, we will update the "Last updated" date and, where appropriate, notify Clubs. Continued use of the Service after an update constitutes acceptance of the revised Terms.

19. Governing law and disputes

These Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Massachusetts for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction.

20. Miscellaneous

• Entire agreement. These Terms, the Privacy Policy, and any order form or separate written agreement constitute the entire agreement between the parties regarding the Service.
• Severability. If any provision is held unenforceable, the remaining provisions remain in effect.
• Assignment. The Club may not assign these Terms without CMN's consent; CMN may assign in connection with a merger, acquisition, or sale of assets.
• Waiver. A failure to enforce a provision is not a waiver of it.
• Notices. Notices to CMN should be sent to the contact below; notices to a Club may be sent to its Authorized Users' email addresses on file.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

21. Contact us