ORGANAZATION TERMS OF SERVICE

May 31, 2024

Welcome to Chptr’s organization management platform that provides your organization (the “Organization”) with Chptr’s platform for use in managing organization activities and business. Except as specifically described below, the Chptr Services are owned and/or operated under license by Chptr, LLC (“Chptr”) and are provided through or in connection with various web pages and/or mobile apps (collectively, the “Chptr System”). Chptr will provide Organization with certain services, including the Chptr System and ancillary services related thereto or to Organization’s activities (collectively, the “Chptr Services”). Your Organization’s use of the Chptr Services is governed by this agreement (this “Agreement”). The Chptr Services are offered conditioned upon acceptance without modification of the terms, conditions, and notices contained herein.

Pursuant to the terms hereof, Chptr will provide the Chptr Services to Organization with respect to Organization’s activities; provided, that Organization retains all control and responsibilities with respect to Organization’s activities and Chptr assumes no responsibilities therefor unless otherwise expressly agreed in writing. Organization hereby retains Chptr, and Chptr hereby agrees, to provide the Chptr Services to Organization upon the terms and conditions hereinafter set forth.

1. Organization may terminate it’s use of the Chptr System and other Chptr Services at any time and Chptr may cease the provision of the Chptr Systema and other Chptr Services at any time.
   1. To ensure maximum benefits and efficiencies, during the period where Organization is using the Chptr System and Chptr is providing other Chptr Services, Chptr agrees to provide Chptr System access to Organization and Organization agrees to use the Chptr System for its applicable activities.
   2. No usage fees shall be payable by Organization hereunder solely related to the use of the Chptr System.
   3. Chptr and Organization shall work together to facilitate the efficient and effective rollout of the Chptr’s vendor management system and use thereof by Organization. Third parties that provide goods, services or otherwise contract with Organization (“Vendors”) that complete enrollment in the Chptr System (“Qualified Vendors”) shall be eligible to provide goods or services within their area of expertise to Organization; provided, Organization at all times retains exclusive control as to selection of Qualified Vendors and shall contract directly with such Qualified Vendors unless otherwise agreed in writing by Organization and Chptr. If Organization reasonably determines that no current Qualified Vendor is available to provide certain goods or services desired by Organization, Organization shall notify Chptr of such determination. Organization may procure the applicable goods or services from a Vendor that has not qualified in the Chptr System, and Chptr and Organization shall work together to cause such Vendor to enroll in the Chptr System as soon as reasonably possible thereafter.
   4. Chptr reserves the right to charge Vendors fees, directly or indirectly, to enroll in and provide goods or services through the Chptr System. Without limiting the generality of the foregoing, Organization acknowledges that Chptr my secure payments from Vendors in the form of rebates to Organization, which rebates will be remitted to or retained by Chptr as partial consideration for Organization’s use of the Chptr System. Chptr includes a most favored nations requirement in its standard Vendor agreement which requires Vendors to provide the best available pricing to Organizations. In the event Organization encounters a Qualified Vendor not complying with Chptr’s most favored nations policy and reports the same to Chptr, Chptr will investigate such Vendor’s pricing and use all commercially reasonable efforts to cause such Vendor to provide most favored nations pricing to Organization.
2. Organization agrees to reasonably cooperate with Chptr in connection with the provision of the Chptr Services. Without limiting the generality of the foregoing, Organization agrees to provide Chptr access to information required for Chptr to implement the Chptr System, including without limitation, Organization’s contract and Vendor information, membership rosters and related information. Any personal information included in roster of members will remain confidential and in no event will Chptr sell any such information to third parties.
3. The Chptr System is modified on a regular basis to update its capabilities, performance and to provide additional or amended offerings to users. Chptr reserves the right to change, modify, suspend or discontinue all or any portion of the Chptr System, in its sole discretion. Use of the Chptr System will be subject to the terms of this Agreement and any associated terms of services. Chptr reserves the right, in its sole discretion, to change, modify, add, or delete portions of this Agreement or its terms of service at any time with reasonable notice sent via email or the Chptr System. If Chptr does so, it will also post the changes on its website prior to the effective date of such changes and will indicate on the terms of service the date last revised. Continued use of the Chptr System after the effective date of any such changes constitutes acceptance of any amendments to this Agreement and updates to the terms of service.
4. Chptr hereby grants to Organization a limited non-exclusive, non-transferable, revocable license to access and use the Chptr System strictly in accordance with this Agreement, the Terms of Services and solely for Organization’s legitimate internal purposes for which the Chptr System was intended. Only Organization’s members, prospective members and guests authorized by Chptr may access and use the Chptr System. Login credentials of Organization members and other Organization authorized users may restrict access to certain materials otherwise available through the Chptr System. Use of or access to the Chptr System other than as specifically authorized herein and in the Terms of Service, without the prior written permission of Chptr, is strictly prohibited and will terminate the license granted herein. Such license is subject to this Agreement and does not permit use of any data mining, robots, scraping or similar data gathering or extraction methods. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. All rights not expressly granted herein are reserved by Chptr.
5. Content may be provided through the Chptr System by Organization, its members, prospective members, guests, Vendors and other parties. The parties understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of party from whom such Content originated. Chptr does not control Organization Content or Content of other parties and, as such, does not guarantee the accuracy, integrity or quality of such Content. Organization understands that by using the Chptr System, its members, prospective members, guests, Vendors and other parties may be exposed to Content that may be considered to be offensive, indecent or objectionable. Under no circumstances will Chptr be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred because of the use of any Content posted, emailed, transmitted or otherwise made available on the Chptr System or through the Chptr services. Organization expressly agrees that in connection with the Chptr services, Chptr may carry out audits of Content in its system, which are objective evaluations of Organization procedures and practices to assess compliance with relevant standards or best practices. Chptr and its designees reserve the right (but not the obligation), in their sole discretion, to pre- screen, refuse to post or transmit, or remove any Content that is available on the Chptr System or through the Chptr services. Without limiting the foregoing, Chptr and its designees shall have the right to remove (at its sole discretion) any Content that violates this Agreement or is otherwise objectionable. Organization acknowledges and agrees that it must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Chptr reserves the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, account information, email addresses, usage history, posted materials, IP addresses and traffic information. Organization understands that the technical processing and transmission on the Chptr System, including Organization-related Content, may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Organization is solely responsible for all Organization Content its members and prospective members upload, post, email, transmit or otherwise make available through the Chptr System, and the consequences of submitting such Content. In no event shall the Chptr be ultimately responsible for the actions of the Organization or its members, contractors, Vendors, guests, invitees, agents, officers or employees.
6. Chptr (and its licensors, where applicable) owns all right, title and interest, including all related intellectual property rights, in and to the Chptr services and Chptr System (and all underlying technology, software and analytics), and Content provided by Chptr, any models, methods, algorithms, discoveries, inventions, modifications, customizations, enhancements, extensions, derivatives, materials, ideas and other work product that is conceived of, originated or prepared in connection with the Chptr Sytstem or related to the provision of services pursuant to this Agreement. All trademarks, logos, and service marks displayed through the Chptr system, are registered and unregistered trademarks of Chptr, its affiliates, licensors or other third parties. All of these trademarks, logos and service marks are the property of their respective owners. You may not use such marks without the prior written permission of Chptr, or the owner of the marks. Chptr reserves all rights not expressly granted in and to the Chptr System and all Chptr Content. The Chptr System and Content, including but not limited to text, design, graphics, interfaces and code, and the selection and arrangement thereof, is owned by Chptr and its licensors, and protected by U.S. and international copyright laws. Except as permitted by law, neither party shall acquire hereunder any right to use the name or logo of the other party or any part thereof, and any such use shall require the express written consent of the owner party.
7. Organization shall indemnify, defend and hold harmless Chptr and its members, officers, managers, employees, agents, parents, subsidiaries, affiliates, related entities and controlling persons (collectively, the “Organization Indemnified Parties”) from and against any and all claims, suits, judgments, causes of action, or damages, including reasonable attorneys’ fees, asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, as a result or arising from the following: (a) any breach of any of the representations, warranties, and/or covenants made by Organization in this Agreement; (b) any liability imposed on any Organization Indemnified Party arising out of liabilities not expressly assumed by the Chptr pursuant to this Agreement; or (c) the negligence or willful misconduct of Organization, its agents, employees, officers, members, prospective members, Vendors, contractors, guests or other invitees.
   1. Chptr shall indemnify, defend and hold harmless Organization and its officers, members and prospective members, officers, advisors, directors, employees, agents, parents, subsidiaries, affiliates, related entities and controlling persons (collectively, the “Chptr Indemnified Parties”) from and against any and all claims, suits, judgments, causes of action, or damages, including reasonable attorneys’ fees, asserted against, resulting to, imposed upon, or incurred or suffered by any of them, directly or indirectly, as a result or arising from the following: (a) any breach of any of the representations and/or warranties made by the Chptr in this Agreement; or (b) the gross negligence or willful misconduct of Chptr, its members, officers, managers and employees.
8. Any notice or other communication by either party to the other shall be in writing and shall be given, and be deemed to have been duly given, if either delivered personally or mailed, postage prepaid, by registered or certified mail or by nationally recognized overnight courier service, addressed as provided in the Organization’s profile on the Chptr Platform, and if to Chptr, to Chptr, LLC, PO Box 2446, Auburn, AL 36831, Attn: Shelly Adams. Notwithstanding the foregoing, electronic notifications via the Chptr System, acknowledged, accepted and/or agreed to by an officer of the Organization or authorized Organization representative, shall satisfy the notice requirements of this Agreement.
9. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, and Organization may assign this Agreement, in whole or in part, to any party without the specific prior written consent of Chptr.
10. This Agreement constitutes all of the understandings and agreements of whatsoever nature or kind existing between the parties with respect to Chptr’s provision of services to Organization.
11. This Agreement shall be deemed to be an agreement under the laws of the State of Alabama and for all purposes shall be governed by and construed in accordance with the laws of said state. Organization and Chptr agree that any suit, action or other legal proceeding under or in connection with this Agreement shall be brought in the courts of the State of Alabama, and Organization and Chptr waive any objection to such jurisdiction and to the laying of the venue of any suit, action or other legal proceedings in any of such courts.

ORGANIZATION AND CHPTR EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER WITH RESPECT TO THIS AGREEMENT.

1. Should any part of this Agreement be declared invalid for any reason, such decision shall not effect or impair the validity of the remaining part or parts hereof, and this Agreement shall remain in full force and effect as to all parts not declared invalid or unenforceable as if the same had been executed with the invalid or unenforceable portion(s) thereof eliminated.
2. Notwithstanding anything to the contrary herein, neither Chptr nor Organization shall be deemed to be in default of any provision of this Agreement, or be liable to each other or to any third party for any delay, error, failure in performance or interruption of performance due to any act of God, war, insurrection, acts of terrorism, riot, boycott, strikes, interruption of power service, interruption of Internet or communications service, labor or civil disturbance, acts of any other person not under its control or other similar causes
3. ORGANIZATION ACKNOWLEDGES AND AGREES THAT CHPTR MAKES NO WARRANTY, GUARANTEE, OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, AND GUARANTEES OR REPRESENTATIONS IMPOSED BY LAW, INCLUDING THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE NON-INFRINGEMENT, ACCURACY, CORRECTNESS, COMPLETENESS OR CORRESPONDENCE WITH DESCRIPTION AND ANY WARRANTY, GUARANTEE, OR REPRESENTATION ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ALL SERVICES PROVIDED BY CHPTR HEREUNDER ARE PERFORMED AND PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
4. Chptr has no duty to update you on any changes to University compliance information or any legal or regulatory changes. Organization agrees (A) to assume full responsibility for confirming the accuracy, legality and jurisdictional applicability of all such information before use; (B) that Chptr shall have no liability with respect to any such information; and (C) use of or reliance upon any such information is at its own risk.
5. The relationship between Organization and Chptr pursuant to this Agreement shall not be one of general agency, but shall be that of Organization engaging Chptr as an independent contractor. No provision contained in this Agreement nor in any other agreements, instruments, documents or transactions contemplated hereby shall be construed to create a partnership, joint venture, agency or employment relationship by and between Chptr, its successors or assigns, on the one hand, and Organization, its successors or assigns, on the other hand. Without limiting the generality of the foregoing, Organization acknowledges that Chptr shall not be liable in any way for the actions or inactions of any Vendor. The parties hereto further agree that there shall be no third party beneficiaries under the Agreement.
6. This Agreement may be executed by Organization by electronic acknowledgement of an officer or other authorized representative of Organization.
7. No advisor, trustee, director, officer, employee, accountant, attorney, beneficiary, shareholder, partner, member, participant or agent of or in Organization or Chptr shall have any personal liability, directly or indirectly, under or in connection with this Agreement or any agreement made or entered into under or pursuant to the provisions of this Agreement, or any amendment or amendments, to any of the foregoing made at any time or times, heretofore or hereafter. Organization and Chptr and their respective successors and assigns, and, without limitation, all other Persons and entities, shall look solely to Organization**’s or Chptr’**s, as applicable, assets for the payment of any claim or for any performance, and Organization and Chptr hereby waive any and all such personal liability except as set forth herein. The limitations of liability provided in this Section are in addition to, and not in limitation of, any limitation on liability applicable to Organization or Chptr, as applicable, provided by law or by any other contract, agreement or instrument.

[END OF ORGANIZATION TERMS OF SERVICE]