CERVIS Terms of Service

These Terms of Service (“Agreement”) govern access to and use of the CERVIS online volunteer and event management software (“Service”) offered by Volstar, Inc. dba CERVIS Technologies (hereinafter referred to as “CERVIS”, “we”, “our”, or “us”). This Agreement is a legal agreement between the individual or entity used for account registration purposes and its authorized users (collectively, the “Customer”, “you” or “your”) and CERVIS.

If you are an individual using the Service on behalf of an entity, you confirm that you have the legal authority to enter into this Agreement on behalf of such entity and to bind that entity to this Agreement. By executing a statement of work that references this Agreement, by logging in to your account, accessing, using, or downloading any materials from the Service, you agree to follow and be bound by this Agreement. If you do not agree to this Agreement, you must cease using the Service immediately. Acceptance of this Agreement is a condition for using the Service.

WARRANTIES, EXCLUSIONS, REMEDIES AND LIMITATION OF LIABILITY

1.1  Warranty. CERVIS warrants that the Service functions in accordance with the specifications described on the CERVIS website (the “Site”).

1.2  Disclaimer. CERVIS does not warrant that the Service will be error free nor that Customer will be able to utilize the Service without experiencing periodic problems or interruptions. Except for the express limited warranties set forth herein and to the extent allowed by applicable law, CERVIS hereby disclaims all other warranties, whether expressed, implied, statutory or otherwise, regarding the Service, including the warranties of merchantability and fitness for a particular purpose.

1.3  Limitation of Liability. Regardless of the form of any claim(s) Customer may have under this Agreement or otherwise, CERVIS’s aggregate liability for any damages to Customer, including negligence, shall not exceed the total amount of fees paid by the Customer to CERVIS for the Service during the prior twelve (12) months. CERVIS shall not be responsible for and will bear no liability for damages, including but not limited to consequential damages, arising from any use of the Service or Site.

OWNERSHIP

2.1  Ownership.  CERVIS has sole ownership of the Service described in this Agreement. CERVIS warrants that, to the best of the knowledge of CERVIS, the Service does not infringe any patent or copyright.

2.2  Effect of License. CERVIS shall retain title to and ownership of Service hereunder, including any modifications and enhancements thereto. Customer’s license to use the Service pursuant to this Agreement does not create any ownership rights in the Service for Customer.

2.3  Data.  Content or data stored within the Service by the Customer (“Stored Data”) is the sole property of the Customer. Title and ownership of the volunteer data entered by the Customer remains with the Customer.

LICENSE

3.1  Use. The Customer (including all Customer-authorized users) is granted a non-exclusive license to use the Service according to the terms of this Agreement.

3.2  Restrictions. Customer shall not, and shall not allow any third party to: (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover, in any way, any source code, programming, algorithms, design structure, interoperability interfaces, concepts, construction methods, underlying ideas, file formats of the Service, or any files contained in the Service (together, the “Software”), for any purpose, (ii) remove any identification markings, including but not limited to copyright notices and Trademarks, from the Service, or (iii) make any modification or enhancement to the Software, or incorporate the Service, or any portions thereof, into or with any other software.

3.3  Stored Information. The Customer is solely responsible for the content and Stored Data. The Customer warrants the Stored Data will not contain Protected Healthcare Information (PHI), or content that is libelous, obscene, scandalous, defamatory, or content that violates the personal, proprietary, or intellectual property rights of any third party.

AVAILABILITY

4.1  Availability. CERVIS uses commercially reasonable efforts to maintain availability of the Service twenty-four (24) hours per day, seven (7) days per week. However, scheduled and unscheduled interruptions may occur, and CERVIS does not warrant or guarantee totally uninterrupted availability of the Service. Scheduled maintenance is normally conducted during non-peak hours so as to cause minimum inconvenience to the Customer. Scheduled interruptions will be posted in advance. In the event that an unscheduled interruption occurs, CERVIS will apply reasonable resources to resolve the problem and return the Service to availability as soon as possible. During these scheduled and unscheduled interruptions, the Customer may be unable to use the Service.

4.2  Reliability. CERVIS uses commercially reasonable practices including redundancy and backup practices to minimize unscheduled interruptions of service and loss of Stored Data. However, CERVIS does not warrant or guarantee that such events will not occur. CERVIS’ sole and exclusive obligation for any loss or damage to the Stored Data is to use reasonable efforts to provide Customer with the most recent backup of the Stored Data.

TERM AND TERMINATION

5.1  Term of Service. Service will commence on date stated during account registration (“Start Date”) for both the Monthly and Annual Plan. Service shall continue unless cancelled or terminated as provided in this Agreement.

5.2  Involuntary Service Termination or Suspension. CERVIS may, at its option, terminate or temporarily suspend a Customer’s service if a Customer fails to make timely payments of service fees. If payment has not been received within thirty (30) days after the invoice due date, CERVIS will suspend Service until payment, including any late fees, have been received. CERVIS may terminate this Agreement, for any reason or for no reason, with thirty (30) days’ notice to Customer. If this Agreement is terminated for reasons other than Customer breach, Customer will receive a refund of any unused portion of their fees and Stored Data will be made available by CERVIS for Customer downloading for up to ninety (90) days after termination. After ninety (90) days CERVIS shall destroy remaining data in Customer’s account.

5.3  Voluntary Service Cancellation. A Customer may cancel this Agreement and use of the Service at any time. To cancel the Service, Customer must complete and sign a Service Cancellation Form and must also pay any outstanding account balance immediately upon cancellation. The voluntary cancellation is not effective until CERVIS receives the signed and completed Service Cancellation Form via DocuSign and all required payments have been made. All set-up fees and service fees are billed in advance and no paid set-up fees, service fees, or credit balances from credits previously issued will be refunded, unless cancellation is within thirty (30) days of the Start Date as described below in paragraph 5.4. If Customer wishes to obtain its Stored Data, the Customer is responsible for retrieving their Stored Data from the Service prior to their cancellation. Customer grants CERVIS the right to destroy all Stored Data and information left in cancelled accounts. CERVIS will remove Customer’s Stored Data from the Service upon Customer cancellation.

5.4  Termination Within First Thirty (30) Days.  Customer may opt to cancel their Service within thirty (30) days of the Start Date and receive a full refund of the monthly or annual fees that they have previously paid. Customer will not receive a refund of their set-up fee. To cancel Service pursuant to this Section 5.4, CERVIS must receive the signed and completed Service Cancellation Form from Customer via DocuSign no later than thirty (30) days from the Start Date.

FEES AND PAYMENTS

6.1  Fees.  The Customer is completely responsible for all charges and fees arising out of use of the Service. You agree to pay us the then-current fees set forth on the Site unless otherwise set forth in an applicable Order Form or Statement of Work (“Fees”). We may change any of our Fees, features, and options at any time by posting a new pricing schedule to the Site or in your account and/or sending you a notification by email. You are responsible for reviewing the Fees from time to time and remaining aware of the Fees charged by us and any applicable discounts.

6.2  Software Edition.  The Fees, features, and options of the Service depend on the Software Edition selected as well as any changes instigated by Customer. CERVIS does not represent or warrant that a particular Software Edition will be offered indefinitely and, to the fullest extent permitted under applicable laws, reserves the right to change the prices for or alter the features and options in a particular Software Edition.

6.3  Taxes.  CERVIS shall charge Customer all federal, state and local taxes, if any, which are applicable by law to all fees and services. If Customer is exempt from paying federal, state or local taxes, the proper paperwork must be submitted to CERVIS within ninety (90) days of the Start Date.

6.4 Monthly Service Fees.  For customers choosing the Monthly Plan, payment is due on the first (1st) day of each month for Service that month, for so long as the Service Agreement is in effect.

6.5 Annual Service Fees.  For customers choosing the Annual Plan, payment of the annual fee is due on the Start Date on every annual anniversary thereof, for so long as the Agreement is in effect.

6.6 Late Fees.  If any fees are not paid when due, a late fee of 10% of the late payment shall immediately be due and payable in addition to the amount due.

GENERAL PROVISIONS

7.1  Customer Reference.  Customer agrees that CERVIS may identify Customer as a recipient of services and use Customer logo in sales presentations, marketing materials, press releases, and for promotional purposes on www.cervistech.com and www.cervistech.info, as well as social media sites including, but not limited to Facebook, Twitter, and Instagram.

7.2 Changes. We may revise this Agreement, including changing, deleting, or supplementing with additional terms of service from time to time in our sole discretion, including to reflect changes in applicable law. We will post the revised terms on the Site with a “last updated” date. Please review this website on a regular basis to obtain timely notice of any revisions. If you continue to use the Site or Service after the revisions take effect, you agree to be bound by the revised terms. You agree that we shall not be liable to you or to any third party for any revision to the Agreement.

7.3  Entire Terms of Service Agreement.  The Agreement supersedes all prior Agreements and understandings, constitutes the entire Agreement, and may not be modified or terminated orally.

7.4  Governing Law.  This Agreement shall be governed by the laws of the State of Colorado and the United States of America without regard to conflicts of law principles and without regard to the provisions of the 1980 United Nations Convention on the International Sale of Goods. Customer agrees that the venue for any dispute concerning the Service Agreement shall be in El Paso County, Colorado. 

7.5  Force Majeure.  Except for the obligation to make payments, neither party shall be deemed in default of this Agreement and shall be excused from liability for any failure to perform or delay in performance to the extent that performance is rendered impossible by strike, fire, explosion, flood, acts of terror or war, governmental acts or orders or restrictions, failure of suppliers (including telecommunications vendors), or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing party.

7.6  Severability.  In the event any provision of this Agreement or portion thereof is adjudged by any court of competent jurisdiction to be illegal, unenforceable, or invalid, that provision shall be stricken or modified to the minimum extent necessary so that this Agreement shall remain enforceable, and the remaining provisions of this Agreement shall remain in full force and effect. In addition, the illegal, unenforceable, or invalid provision shall be automatically amended so as to best accomplish the objectives of the illegal, unenforceable, or invalid provision within the limits of applicable law. All titles, headings and captions are placed in this Agreement merely as a matter of convenience and shall not affect the construction or interpretation of any of its provisions.

7.7  Notices.  Any notices, requests or other communications required or permitted to be given hereunder shall be in writing and shall be delivered using: (a) a widely recognized national overnight courier service; or (b) mailed by United States registered or certified mail, return receipt requested, postage prepaid, and addressed to each party at the address set forth in the Customer registration information and on our website. Either party may change their notice address by notice to the other. Notices will be effective on the date delivered or on which delivery is attempted unsuccessfully if by national courier service or United States mail.

ARBITRATION

8.1  If there is any dispute or claim between the Customer and CERVIS, the Customer agrees to submit the dispute for resolution to binding arbitration. Arbitration means that neither the Customer nor CERVIS can sue each other in court over a dispute and that an arbitrator will decide the dispute, not a judge or jury. The arbitrator shall be selected by CERVIS and unless mandated by applicable law, each party shall bear their own attorney’s fees and costs.

Last updated: May 23, 2023