TERMS OF SERVICE
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND CHAPTER NEXUS LLC.
1. Agreement and Scope
These Terms of Service (the "Terms") constitute a legally binding agreement between Chapter Nexus LLC, a Pennsylvania limited liability company ("Chapter Nexus," "Company," "we," "us," or "our"), and the person or entity accessing or using the Chapter Nexus platform and related websites, applications, software, interfaces, modules, features, communications, documentation, and services (collectively, the "Service").
By clicking "I Agree," "Accept," creating or activating an account, accepting an invitation, purchasing or accessing the Service, or otherwise using the Service in a manner that indicates acceptance of these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you are accepting these Terms on behalf of a chapter, fraternity, sorority, club, association, student organization, business, or other entity, you represent and warrant that you have authority to bind that organization to these Terms. If you do not agree to these Terms, you may not access or use the Service.
Certain features, subscriptions, integrations, beta programs, institutional arrangements, or other services may be subject to an order form, subscription agreement, data processing addendum, beta agreement, supplemental terms, or other written agreement. If an applicable written agreement expressly conflicts with these Terms, that written agreement will control solely with respect to the subject matter of that conflict.
The Chapter Nexus Privacy Policy governs Chapter Nexus's collection, processing, use, retention, and disclosure of personal information and is incorporated into these Terms by reference.
2. Definitions
For purposes of these Terms:
Authorized User. "Authorized User" means an individual whom a Customer has authorized to access an Organization Account, including a member, officer, administrator, advisor, employee, representative, or other authorized individual.
Customer. "Customer" means a fraternity chapter, sorority chapter, student organization, club, association, organization, business, or other entity that establishes, purchases, administers, or otherwise receives an Organization Account. A Customer may include an unincorporated association or other organization that is not independently incorporated.
Customer Content. "Customer Content" means data, information, files, records, communications, materials, or other content submitted to, uploaded to, entered into, transmitted through, or created within the Service by or on behalf of a Customer or its Authorized Users. Customer Content may include member information, recruitment information, meeting minutes, attendance information, messages and comments, documents, organizational records, tasks and projects, financial information, officer responsibilities, transition and handoff information, service and philanthropy information, and other organization-specific information. Customer Content does not include Service Data.
Organization Account. "Organization Account" means the logical workspace, tenant, chapter, organization, or similar environment maintained within Chapter Nexus through which a Customer and its Authorized Users access and use the Service.
Recruitment Prospect. "Recruitment Prospect" means an individual whose information is submitted through a Chapter Nexus recruitment form or otherwise entered into a Customer's recruitment workspace, including individuals who do not maintain Chapter Nexus accounts.
Service Data. "Service Data" means information generated or collected by Chapter Nexus in connection with operating, administering, securing, maintaining, supporting, or improving the Service, including authentication records, security events, system logs, account administration information, service configuration information, support records, performance information, and similar operational data. Service Data does not include Customer Content except to the extent Customer Content is necessarily reflected in operational records required to provide, secure, or support the Service.
3. Eligibility
United States Service. The Service is presently intended for Customers and Authorized Users located in the United States. Chapter Nexus does not represent that the Service is appropriate or legally compliant for use in jurisdictions outside the United States.
Account Age Requirement. Unless Chapter Nexus expressly authorizes otherwise in writing, an individual must be at least eighteen (18) years of age to create or maintain a full Chapter Nexus user account.
Recruitment Prospects. Certain public recruitment forms may permit individuals who are at least sixteen (16) years of age to submit information to a participating Customer without creating a Chapter Nexus account. If applicable law requires parental or guardian authorization for such submission, the Recruitment Prospect and the applicable Customer are responsible for obtaining such authorization.
Children Under Thirteen. The Service is not directed to children under thirteen (13) years of age. No person under thirteen (13) may create an account or knowingly submit personal information through the Service. If Chapter Nexus obtains actual knowledge that personal information has been submitted by or concerning a child under thirteen in circumstances subject to applicable children's privacy law, Chapter Nexus may take reasonable steps to remove such information and take any other action required by applicable law.
Legal Capacity. You may not use the Service if you lack legal capacity to enter into these Terms, applicable law prohibits you from using the Service, or Chapter Nexus has previously suspended or terminated your access and has not expressly authorized renewed access.
4. User Accounts
Account Information. You agree to provide accurate, current, and complete information when establishing or maintaining an account. You agree not to knowingly impersonate another individual or create an account using materially false information.
Credentials. You are responsible for maintaining the confidentiality and security of your username, password, authentication credentials, and account access. You may not knowingly permit an unauthorized person to use your individual account.
Account Activity. Except to the extent prohibited by law, you are responsible for activity occurring through your account when such activity results from your acts, omissions, or failure to use reasonable security practices.
Unauthorized Access. You must promptly notify Chapter Nexus at support@chapternexus.com if you reasonably believe that your credentials have been compromised, an unauthorized person has accessed your account or Customer Content, or another material security issue involving your account has occurred.
Security Actions. Chapter Nexus may require password resets, terminate sessions, temporarily restrict access, or take other reasonable protective actions if Chapter Nexus reasonably believes an account has been compromised or presents a security risk.
5. Organization Accounts and Administrative Authority
Each Customer is responsible for administering its Organization Account and determining which individuals should receive access. Customers may designate one or more Authorized Users as administrators. Depending on configured permissions, administrators may be able to invite or remove Authorized Users, grant or revoke permissions, assign roles and positions, configure modules, manage organizational records, access or export Customer Content, manage member accounts, manage Organization Account settings, and otherwise act on behalf of the Customer within the Service.
Customer is solely responsible for determining whether an individual is authorized to exercise administrative authority. Chapter Nexus is entitled to rely upon actions taken through properly authenticated administrative accounts unless Chapter Nexus has actual knowledge that the person lacks authority.
Any person who establishes an Organization Account, accepts an order form, purchases Services, or accepts these Terms on behalf of a Customer represents and warrants that such person has authority to bind the Customer.
Chapter Nexus is not responsible for resolving internal disputes concerning chapter leadership, officer elections, membership, removal from office, authority to administer an account, ownership of organizational records, interpretations of bylaws, or similar internal governance matters. Chapter Nexus may temporarily restrict disputed administrative access while requesting reasonable documentation establishing authority.
6. Ownership of Customer Content
Customer Ownership and Control. As between Chapter Nexus and Customer, and subject to the rights of individual data subjects and other third parties, Customer retains all right, title, and interest it otherwise possesses in and to Customer Content. Chapter Nexus does not acquire ownership of Customer Content merely because Customer Content is stored or processed through the Service.
Organizational Records. Customer Content created by an Authorized User in an organizational capacity may remain part of the Customer's organizational records after that Authorized User leaves office, graduates, leaves the organization, loses account access, or otherwise ceases using the Service. Termination of an individual user account does not automatically require deletion of organizational records created or maintained through that account.
License to Chapter Nexus. Customer grants Chapter Nexus a worldwide, non-exclusive, limited license to host, store, copy, transmit, process, reproduce, display, modify solely for technical formatting purposes, back up, and otherwise use Customer Content to the extent reasonably necessary to provide the Service, fulfill Customer instructions, maintain and support the Service, secure the Service, prevent fraud or abuse, troubleshoot technical issues, comply with applicable law, and perform other activities permitted under these Terms and the Privacy Policy.
No Independent Advertising Use. Chapter Nexus will not use Customer Content for targeted advertising or sell Customer Content for advertising purposes.
No General-Purpose AI Training. Chapter Nexus will not use Customer Content to train general-purpose artificial intelligence models for Chapter Nexus's or a third party's independent use. This restriction does not prevent Chapter Nexus from using de-identified or aggregated information that cannot reasonably identify a Customer or individual to analyze or improve the operation of the Service, subject to applicable law.
7. Customer Responsibility for Customer Content
Lawful Collection and Submission. Customer represents and warrants that it has all rights, permissions, authorizations, notices, and lawful bases reasonably necessary to submit and process Customer Content through the Service.
Information About Other Individuals. Customers and Authorized Users may submit information concerning individuals other than themselves. Customer is responsible for ensuring that its collection and use of such information complies with applicable law and the Customer's own policies and obligations.
Accuracy. Chapter Nexus does not independently verify the completeness, accuracy, legality, or reliability of Customer Content. Customer is responsible for reviewing and correcting Customer Content as appropriate.
Free-Text Fields. Customers acknowledge that Authorized Users may enter information into messages, comments, notes, documents, minutes, descriptions, transition materials, and other free-text fields. Customer is responsible for establishing appropriate internal policies concerning information entered into such fields.
8. Prohibited Highly Sensitive Information
Unless a specific Chapter Nexus feature expressly requests such information and Chapter Nexus has expressly authorized its collection, Customers and Authorized Users must not upload, store, transmit, or enter through the Service Social Security numbers, passport numbers, driver's-license numbers, copies of government-issued identification, passwords or authentication credentials for third-party systems, bank-account login credentials, complete payment-card numbers or card security codes, private cryptographic keys, unnecessary medical records or medical diagnoses, biometric identifiers intended to uniquely identify an individual, information subject to specialized legal protection that the Service is not expressly designed to process, or other highly sensitive information unnecessary for legitimate organizational administration.
This restriction does not prohibit ordinary organizational financial information such as budgets, transaction descriptions, transaction amounts, dues information, account balances received through an authorized integration, or similar administrative records.
Chapter Nexus may remove or restrict access to information reasonably believed to violate this Section.
9. Recruitment Features
The Service may permit Customers to collect and maintain information relating to Recruitment Prospects. Such information may include contact information, academic-context information, hometown, social-media handles, referral information, recruitment status, ratings, notes, recommendations, endorsements, contact history, and similar information.
Customer is solely responsible for determining whether collection of Recruitment Prospect information is appropriate, providing notices required by applicable law, determining which Authorized Users may access recruitment information, ensuring recruitment information is used for legitimate and lawful purposes, and responding to appropriate requests concerning Customer-controlled recruitment records.
When a Recruitment Prospect submits information through a Customer-specific public recruitment form, the Prospect acknowledges that the information is being provided for use by the Customer associated with that recruitment form and will be processed by Chapter Nexus to provide the Service.
Customers may use the Service to record subjective assessments concerning Recruitment Prospects. Chapter Nexus does not create, endorse, validate, or independently verify such assessments. Membership, recruitment, bidding, invitation, and similar decisions remain solely the responsibility of Customer.
Customers may not use Chapter Nexus recruitment functionality in a manner that violates applicable anti-discrimination or other applicable law.
10. Acceptable Use and Prohibited Conduct
You may use the Service only for lawful purposes and in accordance with these Terms. You may not, directly or indirectly:
- attempt to access another account, Organization Account, record, system, server, database, or network without authorization;
- circumvent, disable, interfere with, defeat, or attempt to defeat authentication, authorization, rate limits, security controls, or access restrictions;
- upload, transmit, introduce, or distribute malware, ransomware, viruses, worms, Trojan horses, malicious scripts, or other harmful code;
- intentionally disrupt, degrade, overload, impair, or interfere with operation of the Service;
- systematically scrape, crawl, harvest, copy, or extract information from the Service through automated means except as expressly authorized in writing by Chapter Nexus;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, underlying algorithms, or non-public technical information from the Service except to the limited extent applicable law expressly prohibits such restriction;
- use the Service to commit fraud, phishing, identity theft, impersonation, or intentionally deceptive conduct;
- use the Service to unlawfully threaten, harass, stalk, abuse, or intimidate another person;
- use the Service to organize, promote, conceal, encourage, or otherwise materially facilitate illegal hazing or other unlawful conduct;
- upload or distribute content that is unlawful or that you lack authority to possess or distribute;
- use the Service to infringe or misappropriate another person's copyright, trademark, trade secret, privacy right, publicity right, or other legal right;
- use non-public portions of the Service or documentation to build, train, benchmark, or develop a substantially competing commercial product in violation of applicable law or contractual restrictions;
- knowingly share individual login credentials with unauthorized persons; or
- use the Service in any manner reasonably likely to damage Chapter Nexus, its infrastructure, its Customers, or other users.
11. Organizational Governance and Compliance
Chapter Nexus provides organizational software and related technology services. Chapter Nexus does not manage, supervise, control, or direct the internal affairs of Customer.
Customer is solely responsible for compliance with applicable law, its constitution and bylaws, university or college requirements, national fraternity, sorority, association, or organization requirements, insurance requirements, risk-management rules, anti-hazing requirements, financial policies, recruitment rules, disciplinary processes, and other requirements applicable to Customer.
Unless expressly stated otherwise, Chapter Nexus LLC is an independent software company and is not affiliated with, endorsed by, sponsored by, or acting on behalf of any college, university, fraternity, sorority, national organization, interfraternity council, panhellenic council, or similar institution merely because such organization or its members use the Service.
12. Educational Information
The Service may store information concerning members such as academic major, anticipated graduation date, attendance, organizational participation, or other information entered by Customer. The existence of such information does not constitute a representation by Chapter Nexus that the Service is a designated educational-record system or that Chapter Nexus acts as a school official.
Unless otherwise agreed in a separate written agreement, Customer must not cause a college or university to disclose official education records to Chapter Nexus under the Family Educational Rights and Privacy Act ("FERPA") or otherwise represent that Chapter Nexus is acting as a FERPA school official.
If Chapter Nexus later enters into an agreement with an educational institution involving education records, such processing may be subject to a separate institutional agreement, data processing addendum, or supplemental terms.
Chapter Nexus does not represent through these Terms that the Service is "FERPA certified" or otherwise independently certified under FERPA.
13. Financial Features
The Service may contain tools relating to budgeting, dues assumptions, transaction reporting, allocations, expected costs, financial planning, financial data visualization, or similar functionality.
Chapter Nexus LLC is not a bank, credit union, broker, investment adviser, accounting firm, or tax adviser. Financial information displayed, calculated, summarized, categorized, or otherwise provided through the Service is for organizational administration and informational purposes only.
Customer remains responsible for verifying material financial information against authoritative records, including records maintained by financial institutions, payment processors, accountants, or other applicable sources.
Unless expressly stated in connection with a future feature, Chapter Nexus does not take custody of, control, or direct Customer funds merely by providing financial-management functionality.
14. Privacy and Data Responsibilities
With respect to Customer Content containing personal information, Customer generally determines why and how such information is used for Customer's organizational purposes. To the extent applicable privacy law recognizes concepts such as "controller," "business," "processor," or "service provider," the parties intend that their respective roles be determined according to the actual processing activity and applicable law.
Chapter Nexus independently determines the purposes and means of processing Service Data reasonably necessary for account administration, authentication, security, fraud and abuse prevention, technical support, legal compliance, billing and business administration, and operation and improvement of the Service.
Customer instructs Chapter Nexus to process Customer Content as reasonably necessary to provide and support the Service in accordance with these Terms.
Where a privacy request primarily concerns Customer-controlled Customer Content, Chapter Nexus may direct the requesting individual to the applicable Customer or Customer administrator. Chapter Nexus may reasonably assist Customer in responding where appropriate and technically feasible.
Chapter Nexus does not sell personal information or Customer Content and does not use personal information or Customer Content for cross-context behavioral or targeted advertising.
15. Information Security
Chapter Nexus will maintain reasonable administrative, technical, and organizational safeguards designed to protect information processed through the Service against unauthorized access, acquisition, alteration, destruction, or disclosure.
Customer acknowledges that no Internet-connected service, network, database, or storage system can be guaranteed to be completely secure or error-free.
Customer and Authorized Users are responsible for safeguarding credentials, granting access only to appropriate individuals, promptly removing access when no longer appropriate, configuring permissions responsibly, protecting exported or downloaded information, and notifying Chapter Nexus of suspected compromise.
Once Customer Content is exported, downloaded, copied, transmitted, or otherwise removed from the Service by Customer or an Authorized User, Customer is responsible for protecting the resulting copy.
16. Third-Party Services and Infrastructure
Chapter Nexus may engage third-party hosting, database, infrastructure, security, communications, storage, payment, or other service providers to assist in operating the Service. Such providers may process information solely as necessary to perform services for Chapter Nexus and subject to applicable contractual and legal obligations.
Customer may elect to connect the Service to third-party services when integrations are available. Customer authorizes Chapter Nexus to exchange information with such third-party services to the extent necessary to provide the requested integration.
Use of a third-party service may be governed by separate terms and privacy policies between Customer or Authorized User and the third-party provider.
Chapter Nexus is not responsible for outages, modifications, discontinuation, errors, acts, or omissions of independent third-party services outside Chapter Nexus's reasonable control.
17. Chapter Nexus Intellectual Property
Except for Customer Content and third-party materials, Chapter Nexus LLC and its licensors retain all right, title, and interest in and to the Service, source code and object code, databases and data structures, software architecture, algorithms, interfaces, designs, documentation, trademarks, trade dress, graphics, logos, workflows, proprietary methodologies, and other Chapter Nexus intellectual property.
Subject to these Terms, Chapter Nexus grants Customer and its Authorized Users a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the applicable subscription or authorized access period for Customer's legitimate internal organizational purposes.
No rights are granted except those expressly provided in these Terms. "Chapter Nexus," Chapter Nexus logos, and related marks are trademarks or proprietary identifiers of Chapter Nexus LLC. Nothing in these Terms grants Customer a right to use Chapter Nexus trademarks except as necessary to accurately identify the Service.
18. Feedback
If Customer or an Authorized User voluntarily provides suggestions, ideas, recommendations, feature requests, concepts, or other feedback concerning the Service ("Feedback"), Customer grants Chapter Nexus a perpetual, irrevocable, worldwide, royalty-free, sublicensable right to use, reproduce, modify, develop, commercialize, and otherwise exploit such Feedback without compensation or attribution. Feedback does not include Customer Content merely because Customer Content may inform use of the Service.
19. Confidential Information
"Confidential Information" means non-public information disclosed by one party to the other that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer Content will be treated as Customer Confidential Information to the extent it is not intended for public disclosure.
Each receiving party will use the disclosing party's Confidential Information only as necessary to perform or exercise rights under these Terms, take reasonable measures to protect such Confidential Information, and disclose Confidential Information only to personnel, contractors, or service providers with a legitimate need to know and appropriate obligations of confidentiality.
Confidential Information does not include information that the receiving party can demonstrate was lawfully known without restriction before disclosure, becomes public through no breach of these Terms, is lawfully received from a third party without confidentiality obligation, or is independently developed without use of the disclosing party's Confidential Information.
A receiving party may disclose Confidential Information to the extent required by law, subpoena, court order, or governmental process. Where legally permitted and reasonably practicable, the receiving party will provide notice to the disclosing party before disclosure.
20. Paid Services, Fees, and Billing
Applicability. This Section applies only if Customer purchases a paid Chapter Nexus service.
Fees. Customer agrees to pay the fees specified at the time of purchase or in the applicable order form.
Taxes. Fees are exclusive of applicable sales, use, excise, or similar taxes unless expressly stated otherwise. Customer is responsible for taxes arising from its purchase, excluding taxes based on Chapter Nexus's net income.
Payment Processors. Chapter Nexus may use a third-party payment processor. If payment processing is performed directly by such provider, the provider may independently collect payment information pursuant to its own terms and privacy practices.
Renewal. If a subscription automatically renews, the applicable purchase flow or order form will disclose the renewal terms. Chapter Nexus will not rely on this Section alone to establish automatic renewal where additional disclosure or consent is required by applicable law.
Refunds. Except as expressly stated in an applicable order form, purchase flow, refund policy, or as required by law, fees paid are non-refundable.
Pricing Changes. Chapter Nexus may modify pricing for future subscription periods upon reasonable notice. A pricing change will not retroactively alter amounts already paid for an existing paid period.
21. Beta and Preview Features
Chapter Nexus may designate features or Services as alpha, beta, preview, pilot, experimental, early access, or similar ("Beta Features"). Beta Features may contain defects, change without notice, be incomplete, produce inaccurate results, experience interruptions, be removed, fail to become generally available, or result in loss or corruption of information.
Customer should not use a Beta Feature as the sole repository for information that Customer is legally or operationally required to maintain.
Availability of a Beta Feature does not constitute a promise that Chapter Nexus will commercially release or continue the feature.
22. Artificial Intelligence Features
Chapter Nexus may in the future make optional artificial intelligence or machine-learning functionality available.
Before materially using Customer Content with a third-party AI provider, Chapter Nexus will provide appropriate disclosure through its Privacy Policy, product interface, supplemental agreement, or other reasonable method.
Chapter Nexus will not use Customer Content to train general-purpose AI models for Chapter Nexus or third parties without separate authorization.
If AI-assisted features become available, output may contain errors, omissions, or inaccuracies and must be independently reviewed before being relied upon for material decisions. Customer remains solely responsible for recruitment, membership, disciplinary, financial, governance, risk-management, and other consequential organizational decisions.
23. Service Availability and Modifications
Chapter Nexus will use commercially reasonable efforts to operate the Service but does not guarantee uninterrupted, continuous, or error-free availability.
Chapter Nexus may temporarily suspend portions of the Service for maintenance, security, updates, infrastructure work, or other reasonable operational purposes.
Chapter Nexus may add, modify, replace, or discontinue features. For material changes that substantially reduce core functionality of a paid Service, Chapter Nexus will use reasonable efforts to provide advance notice where practicable.
No uptime guarantee, response-time commitment, service credit, or other service-level agreement applies unless expressly stated in an order form.
24. Suspension
Chapter Nexus may immediately suspend or restrict access to some or all of the Service if Chapter Nexus reasonably believes that an account has been compromised, use presents a security threat, Customer or an Authorized User materially violates these Terms, use is unlawful, Customer has failed to pay undisputed amounts when due, continued access could materially harm another person, Customer, Chapter Nexus, or the Service, or suspension is reasonably necessary to prevent fraud, abuse, or significant operational harm.
Where reasonable under the circumstances, Chapter Nexus will attempt to notify Customer and permit Customer to remediate the issue.
25. Termination by Customer
Customer may discontinue use of the Service at any time. Paid subscription cancellation will be governed by the applicable order form or cancellation process. Termination does not automatically entitle Customer to a refund except where expressly provided or required by law.
26. Termination by Chapter Nexus
Chapter Nexus may terminate access for material breach of these Terms, repeated violations of applicable policies, unlawful use, unresolved security risks, nonpayment, if operation of the Service becomes unlawful, if Chapter Nexus discontinues the applicable Service, or as otherwise permitted by an applicable order form.
Except where immediate termination is reasonably necessary, Chapter Nexus will use reasonable efforts to provide notice.
27. Customer Content After Termination
Export Responsibility. Customer is responsible for exporting information it wishes to retain before terminating its Organization Account whenever reasonably practicable.
Transition Period. Unless a different period is specified in an order form, Chapter Nexus intends to provide a reasonable transition period for Customer to request or perform then-available exports following ordinary account termination. Chapter Nexus may establish operational procedures governing such transition period, including a period generally between sixty (60) and ninety (90) days. Nothing in this Section guarantees that every category of Customer Content will be available in every export format.
Security or Legal Termination. Chapter Nexus may restrict or eliminate post-termination access where the Organization Account was terminated because of unlawful activity, fraud, security risk, legal process, or conduct that creates material risk to the Service or others.
Deletion. Following applicable retention and transition periods, Chapter Nexus may delete, anonymize, or render inaccessible Customer Content in accordance with its Privacy Policy and internal retention practices.
Backups. Residual copies may remain temporarily in backups, disaster-recovery systems, system logs, or other restricted systems until overwritten or deleted in the ordinary course.
Legal Retention. Chapter Nexus may retain information for longer periods when reasonably necessary to comply with law, preserve evidence, resolve disputes, enforce agreements, prevent fraud or abuse, maintain security, or establish or defend legal claims.
28. No Professional Advice
Chapter Nexus provides software and organizational information services only. The Service does not provide, and nothing provided through the Service constitutes, legal advice, accounting advice, tax advice, investment advice, financial advisory services, medical advice, mental-health advice, professional risk-management advice, or other regulated professional advice. Customer is responsible for consulting qualified professionals where appropriate.
29. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, BETA FEATURES, DOCUMENTATION, SOFTWARE, INFORMATION, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS.
CHAPTER NEXUS LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
WITHOUT LIMITING THE FOREGOING, CHAPTER NEXUS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, THE SERVICE WILL BE ERROR-FREE, ALL DEFECTS WILL BE CORRECTED, CUSTOMER CONTENT WILL NEVER BE LOST, THE SERVICE WILL MEET EVERY CUSTOMER REQUIREMENT, INFORMATION ENTERED BY USERS WILL BE ACCURATE, THIRD-PARTY SERVICES WILL REMAIN AVAILABLE, THE SERVICE WILL SATISFY EVERY LEGAL, FINANCIAL, GOVERNANCE, UNIVERSITY, NATIONAL-ORGANIZATION, INSURANCE, OR COMPLIANCE REQUIREMENT, OR USE OF THE SERVICE WILL PREVENT ORGANIZATIONAL, FINANCIAL, LEGAL, SECURITY, OR OPERATIONAL HARM.
SOME JURISDICTIONS DO NOT PERMIT CERTAIN WARRANTY DISCLAIMERS. TO THE EXTENT A DISCLAIMER IS PROHIBITED, THE APPLICABLE WARRANTY WILL BE LIMITED TO THE MINIMUM EXTENT REQUIRED BY LAW.
30. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHAPTER NEXUS LLC OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, REPLACEMENT SERVICES, OR OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF CHAPTER NEXUS LLC ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO CHAPTER NEXUS FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED UNITED STATES DOLLARS ($100.00).
The parties acknowledge that the limitations contained in this Section constitute a reasonable allocation of risk and form a material basis of the agreement between the parties. Nothing in these Terms excludes or limits liability to the extent such liability cannot lawfully be excluded or limited.
31. Customer Indemnification
To the maximum extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless Chapter Nexus LLC and its members, managers, officers, employees, contractors, agents, and affiliates from and against third-party claims, actions, proceedings, liabilities, damages, judgments, penalties, losses, and reasonable attorneys' fees and expenses arising out of or relating to Customer Content, Customer's unlawful collection, disclosure, processing, or use of personal information, Customer's violation of these Terms or applicable law, Customer's infringement or misappropriation of a third party's rights, Customer's organizational activities, events, recruitment practices, financial decisions, disciplinary actions, hazing activities, or governance decisions, an Authorized User's use of the Service on Customer's behalf, or Customer's representation that an individual had authority that such individual did not possess.
Chapter Nexus will provide reasonable notice of an indemnified claim and reasonable cooperation at Customer's expense. Customer may not settle a claim in a manner that admits wrongdoing by Chapter Nexus, imposes obligations on Chapter Nexus, or restricts Chapter Nexus's rights without Chapter Nexus's prior written consent.
32. Governing Law
These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles.
33. Venue and Jurisdiction
Unless applicable law requires otherwise, each party irrevocably consents to the exclusive personal jurisdiction and venue of the state courts of competent jurisdiction serving the Pennsylvania county in which Chapter Nexus LLC maintains its principal place of business and the applicable United States federal district court exercising jurisdiction over that location.
Each party waives any objection based on inconvenient forum or lack of personal jurisdiction to the maximum extent permitted by law.
34. Informal Dispute Resolution
Before commencing litigation, a party asserting a dispute arising under these Terms will use reasonable good-faith efforts to provide written notice describing the nature of the dispute, the material facts, the relief requested, and reasonable contact information.
The parties will thereafter attempt in good faith to resolve the dispute informally for at least thirty (30) days before initiating litigation, unless emergency injunctive relief is reasonably necessary, a limitations period would expire, applicable law prohibits requiring such informal process, or the dispute involves unauthorized system access, intellectual-property misuse, or another circumstance requiring immediate action.
35. Electronic Acceptance
You agree that electronic acceptance of these Terms has the same force and effect as acceptance through a physical signature to the extent permitted by applicable law.
Chapter Nexus may maintain electronic records evidencing the version of these Terms accepted, date and time of acceptance, account or user identifiers, Organization Account identifiers, technical records associated with acceptance, and other reasonable evidence of agreement.
36. Electronic Communications
You consent to receive legally permissible communications concerning the Service electronically, including by email, notices within the Service, account notifications, or notices posted to applicable Chapter Nexus legal pages.
You are responsible for maintaining accurate contact information.
37. Legal Notices
Formal legal notices to Chapter Nexus should be sent to:
Chapter Nexus LLC
Attn: Legal
Pennsylvania, United States
Email: legal@chapternexus.com
Privacy-related inquiries may be directed to privacy@chapternexus.com. General customer-support inquiries may be directed to support@chapternexus.com.
38. Changes to These Terms
Chapter Nexus may modify these Terms from time to time. If a modification materially affects users' rights or obligations, Chapter Nexus will provide reasonable notice through email, the Service, or another reasonable method.
Chapter Nexus may require users to affirmatively accept updated Terms before continued use of the Service. Updated Terms will become effective on the date identified in the updated version or as otherwise communicated.
Unless required by law, a modification will not retroactively alter the contractual provisions applicable to a dispute that arose before the modified Terms became effective.
39. Assignment
Customer may not assign or transfer these Terms or an Organization Account without Chapter Nexus's prior written consent, except as expressly permitted in an applicable order form.
Chapter Nexus may assign these Terms in connection with a merger, acquisition, corporate reorganization, sale of substantially all relevant assets, financing transaction involving assignment as collateral, or similar transaction involving Chapter Nexus or the Service.
Any prohibited assignment is void to the extent permitted by law.
40. Force Majeure
Chapter Nexus will not be liable for delay or failure to perform resulting from circumstances beyond its reasonable control, including natural disasters, severe weather, fire, war, terrorism, civil unrest, labor disruption, governmental action, widespread Internet or telecommunications failure, cloud-provider or infrastructure-provider failure, cyberattacks despite reasonable safeguards, power outages, or similar events beyond Chapter Nexus's reasonable control.
This Section does not excuse Customer's obligation to pay amounts already due.
41. Relationship of the Parties
The parties are independent contracting parties. Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, employment relationship, franchise, agency relationship, or authority for one party to bind the other, except as expressly stated.
42. No Fiduciary Duty
Chapter Nexus's provision of organizational software does not create a fiduciary relationship between Chapter Nexus and Customer, Customer's members, Recruitment Prospects, officers, advisors, alumni, or any other user.
43. Third-Party Beneficiaries
Except as expressly provided in these Terms, there are no third-party beneficiaries to these Terms.
44. Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
45. Waiver
Failure or delay by either party to exercise a right or remedy under these Terms does not constitute a waiver of that right or remedy. A waiver is effective only if made in writing by an authorized representative of the waiving party.
46. Headings
Headings and section titles are provided solely for convenience and do not affect interpretation of these Terms.
47. Construction
The words "including," "includes," and similar terms mean "including without limitation." The singular includes the plural and the plural includes the singular where context reasonably requires. These Terms will not be construed against either party solely because that party drafted or proposed the language.
48. Survival
Any provision that by its nature should survive termination will survive termination, including provisions concerning ownership, confidentiality, Customer Content, accrued payment obligations, disclaimers, limitations of liability, indemnification, dispute resolution, governing law, and general contractual provisions.
49. Order of Precedence
In the event of an inconsistency among applicable agreements, the following order of precedence will apply unless expressly stated otherwise: (1) an executed order form or supplemental agreement, solely as to provisions expressly addressing the conflicting subject matter; (2) these Terms of Service; and (3) incorporated policies and documentation.
The Privacy Policy will govern Chapter Nexus's privacy practices but will not independently modify commercial terms unless expressly stated.
50. Entire Agreement
These Terms, together with the Privacy Policy and any applicable order form, supplemental agreement, or incorporated policy, constitute the entire agreement between the applicable parties concerning the Service and supersede prior or contemporaneous agreements, representations, proposals, or communications concerning the same subject matter, except for agreements expressly intended to remain in effect.
51. Contact Information
The Service is owned and operated by:
Chapter Nexus LLC
A Pennsylvania Limited Liability Company
United States
Legal: legal@chapternexus.com
Privacy: privacy@chapternexus.com
Support: support@chapternexus.com
Website: chapternexus.com
Acceptance
By accessing or using the Service after being presented with these Terms, you acknowledge that you have read and understood these Terms of Service and agree to be legally bound by them. If you accept these Terms on behalf of an organization, you further represent and warrant that you possess authority to bind that organization to these Terms.