Vestry

Terms of Service

Effective date: May 1, 2026 Last updated: May 1, 2026

These Terms of Service ("Terms") form a legal agreement between Vestry LLC ("Vestry," "we," "us," or "our"), a Virginia limited liability company, and the church, ministry, organization, or individual that signs up for or uses Vestry's services ("Customer," "you," or "your"). By signing up for, accessing, or using the Service, you agree to these Terms.

If you are signing up on behalf of a church or other organization, you represent that you have the authority to bind that organization to these Terms.

1. Definitions

Capitalized terms have the meanings below.

  • "Authorized User" means an individual added to a Workspace by the Customer or by an existing Authorized User with appropriate permissions.
  • "Customer Content" means any content the Customer or its Authorized Users contribute to the Service, including but not limited to services, custom songs, prayer notes, member rosters, journey assignments, and community contributions.
  • "Customer" means the church, ministry, or organization that owns the Workspace and is responsible for payment under these Terms. The Customer is the contracting party for these Terms.
  • "Documentation" means the user-facing help, guides, and support materials that Vestry publishes regarding the Service.
  • "Founding Church Program Terms" means the supplemental terms at getvestry.com/founding-church-terms applicable to participants in Vestry's Founding Church Program.
  • "Privacy Policy" means Vestry's Privacy Policy at getvestry.com/privacy, as updated from time to time.
  • "Service" means Vestry's worship-planning software-as-a-service available at getvestry.com, including all features, APIs, and Documentation.
  • "Subscription" means the Customer's paid or trial right to access the Service for a defined period.
  • "Workspace" means the Customer's instance of the Service, including all Customer Content, member rosters, and configuration.

2. The Service and Acceptance

2.1 What Vestry Provides

Vestry provides a software-as-a-service worship-planning platform. Subject to these Terms and your payment of applicable fees, Vestry grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Subscription term.

2.2 Authorized Users

You may add Authorized Users to your Workspace within the seat and role limits of your Subscription. The Customer is responsible for the acts and omissions of all Authorized Users and for ensuring that each Authorized User complies with these Terms.

2.3 Acceptance

You accept these Terms by:

(a) clicking "I agree" (or a similar button) at signup; (b) signing an Order Form that references these Terms; or (c) accessing or using the Service.

2.4 Modifications

Vestry may modify these Terms by posting an updated version at getvestry.com/terms and notifying the Customer by email or in-app notice at least 30 days before the changes take effect. Continued use of the Service after the effective date constitutes acceptance of the modified Terms. If you object to a modification, your sole remedy is to terminate your Subscription within the 30-day notice period.

2.5 Beta and Preview Features

Vestry may, from time to time, designate certain features of the Service as "beta," "preview," "alpha," "early access," or similar ("Beta Features"). Beta Features are provided for evaluation purposes and may be modified, suspended, or discontinued at any time without notice. BETA FEATURES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT WARRANTY OF ANY KIND. Vestry's indemnification obligations under Section 11.2 do not apply to Beta Features. Your use of a Beta Feature is at your own risk and discretion.

3. Subscriptions, Fees, and Auto-Renewal

3.1 Subscription Tiers and Trials

The Service is offered on monthly subscription plans (Personal, Team, Ministry, and any successor tiers Vestry may offer). New customers may receive a free trial period of up to 30 days, during which no charges are billed. The trial converts to a paid subscription at the end of the trial period unless cancelled. Customers who subscribed before 2026-05-04 on annual billing remain governed by their original cadence and are not affected by this change.

3.2 Fees

You agree to pay all fees applicable to your Subscription, plus any applicable taxes. Fees are stated in U.S. dollars. Subscription fees are billed in advance for the upcoming period and, except as expressly provided in Section 3.5 (Refunds), are non-refundable.

3.3 Payment Processing

Vestry uses Stripe to process payments. By providing payment information, you authorize Vestry and Stripe to charge the payment method you supply for all amounts due under these Terms. You agree that Vestry is not responsible for Stripe's payment-processing failures or delays beyond Vestry's reasonable control.

3.4 Auto-Renewal

Important — Auto-Renewal Notice (California Automatic Renewal Law as amended by AB 2863 effective July 1, 2025, and similar state laws):

Your Subscription automatically renews at the end of each monthly term for an additional one-month term at the then-current rate for your tier. Vestry will charge your payment method on each renewal date until you cancel. You may cancel at any time by going to your account settings and following the cancellation instructions, by clicking the cancellation link in any billing email, or by emailing hello@getvestry.com. Cancellation stops future renewals; it does not refund the current paid term except as provided in Section 3.5.

Click-to-cancel parity. Cancellation is at least as easy as signup. Vestry will not interpose retention offers, save-attempts, or additional steps that are not part of the signup flow. If you signed up online, you can cancel online — no phone call required.

Records of consent. Vestry retains a record of your affirmative consent to the auto-renewal terms (including timestamp of acceptance and the specific terms presented) for at least three years from the date of consent, or one year after termination of the Subscription, whichever is later.

3.5 Refunds

Subscriptions are non-refundable. You may cancel at any time to stop future charges; the current paid term is not refunded, and you retain access through the end of the paid period.

3.6 Price Changes

Vestry may change prices at any time. For changes affecting existing Subscriptions, Vestry will provide at least 60 days' advance written notice (by email or in-app banner) before the new price takes effect at the next renewal. Vestry may pass through changes in applicable taxes or government fees on shorter notice as required by law, and may pass through documented increases in third-party service-provider fees on 30 days' notice.

3.7 Failed Payments

If a payment fails, Vestry may suspend the Service after providing reasonable notice and at least a 14-day cure period, and may terminate the Subscription if the failure remains uncured for 30 days, in each case subject to applicable law and the cure-period provisions of Section 9.4.

4. Acceptable Use

4.1 General Restrictions

You will not, and will not permit any Authorized User or third party to:

(a) use the Service in violation of any applicable law, regulation, court order, or contractual obligation; (b) upload, post, or transmit any content that is unlawful, defamatory, harassing, abusive, threatening, fraudulent, or invasive of another's privacy; (c) use the Service to transmit malware, viruses, ransomware, or other harmful code; (d) attempt to gain unauthorized access to the Service, any other user's account, or Vestry's systems; (e) reverse-engineer, decompile, or disassemble the Service, except to the extent that this restriction is prohibited by law; (f) interfere with or disrupt the Service, including by overloading, flooding, or attacking it; (g) impersonate any person or entity, or misrepresent your affiliation with a person or entity; (h) send spam, unsolicited messages, or other unauthorized commercial communications using the Service; or (i) resell, sublicense, time-share, or otherwise commercially exploit the Service except as expressly authorized by Vestry.

4.2 No Infringing Customer Content

You are responsible for the legality of any custom song, lyric, sheet-music PDF, chord chart, or other content you contribute to the Service. You represent and warrant that you have all rights necessary to upload, store, and use the content you contribute. You may not contribute content that infringes copyright, trademark, or other intellectual-property rights, including reproductions of published lyrics, sheet music, or chord charts that you do not have a license to use. You agree to honor takedown notices we receive from rights holders.

See Section 7 (Copyright and DMCA) for our notice-and-takedown procedure.

4.3 No Misuse of Algorithmic and Embedding-Based Features

Vestry uses algorithmic and embedding-based features to suggest songs, generate worship journeys, and rank matches. You may not attempt to scrape, reverse-engineer, manipulate, or extract the underlying models, embeddings, or vector data. You may not use the platform to bulk-export song recommendations or theology profiles for use outside Vestry.

4.4 No Automated Scraping or AI Training

You may not, and may not enable any third party to, copy, scrape, harvest, or otherwise extract content from the Service for the purpose of training, fine-tuning, evaluating, or otherwise informing any artificial intelligence, machine learning, or large language model. Vestry does not consent to the use of its Service or content for AI training purposes.

Vestry permits limited automated access to its public-facing pages by real-time AI search and answer engines (such as ChatGPT, Perplexity, Bing Copilot, and Google AI Overviews) on the following conditions:

(a) the content is used to answer a specific user query at request time; (b) the source URL is preserved and visibly attributed to Vestry; (c) the content is not retained for model training or fine-tuning; and (d) caching does not exceed a single session.

Use of Vestry content for AI training, fine-tuning, evaluation, embedding generation, or any non-attributed redistribution is prohibited. Any unauthorized scraping, harvesting, or AI-training use of the Service constitutes a material breach of these Terms. Vestry reserves all remedies at law and in equity, including injunctive relief and damages for breach of contract, and the parties acknowledge that monetary damages may be difficult to calculate and that injunctive relief is appropriate.

By accessing the Service or any of its public-facing pages, including via automated means, you agree to these Terms. Continued automated access constitutes assent. Vestry's content is provided subject to these restrictions; access by any party for purposes prohibited herein is unauthorized and unlicensed.

Vestry asserts a text-and-data-mining reservation under Article 4(3) of EU Directive 2019/790. The reservation is signaled via the tdm-reservation HTTP response header and at getvestry.com/tdm-policy.json.

4.5 Community Standards and Channel Visibility

Community features (posts, discussions, comments, replies) are intended for genuine, helpful exchange among worship leaders and church teams. Be respectful, on-topic, and constructive. Do not harass, belittle, or attack other users. Do not use community features to recruit members of other Workspaces away from their churches or to promote competing platforms or services.

Vestry's community is organized into channels with two distinct visibility levels:

(a) Members-only channels are visible only to authenticated Authorized Users of Vestry. Content posted in members-only channels is governed by Vestry's standard operational license in Section 5.2 and is subject to the deletion and retention provisions in the Privacy Policy. Sensitive content — including prayer requests, pastoral case discussions, member-roster information, and internal church matters — should be posted in members-only channels.

(b) Public channels are publicly accessible on Vestry's website and may be indexed by search engines and accessed by real-time AI search and answer engines on the conditions described in Section 4.4. Content posted in public channels is intended for broad community discussion (theology, song planning, service ideas, and similar topics) and is governed by the additional license in Section 5.7. Do not post sensitive, confidential, or pastoral-care content in public channels.

You choose the channel for each post. Vestry will clearly indicate the visibility of each channel before you post. By posting in a public channel, you accept that the content will be publicly accessible and may be indexed by search engines, archived by third parties, and accessed by AI search engines. Once content is posted publicly, residual copies may persist in third-party caches and archives even after you delete the original.

Vestry may, at its sole good-faith discretion, remove community content from any channel that violates these Terms and may suspend or terminate the offending Authorized User's access to community features.

4.6 No Account-Sharing Across Distinct Organizations

You may not share account credentials with users outside your Workspace, allow simultaneous use of the Service by multiple distinct organizations under a single Subscription, or otherwise circumvent the per-Workspace pricing model. Each Workspace is intended to be used by one church entity (with its affiliated campuses or ministries to the extent the Customer's tier permits).

4.7 No Sensitive or Special-Category Data Beyond Pastoral Use

The Service is intended for worship-planning use, including pastoral notes such as prayer requests. The Service is not designed for, and you may not use it to store: (a) protected health information regulated by HIPAA; (b) payment-card data subject to PCI-DSS (other than what Stripe handles directly through Stripe Elements); (c) financial-account credentials; (d) government identifiers (Social Security numbers, passport numbers, driver's-license numbers); or (e) other special-category data the use of which would impose heightened compliance obligations on Vestry beyond those described in the Privacy Policy.

5. Customer Content and Vestry's Use

5.1 You Own Your Content

You retain all ownership rights in any Customer Content you create, upload, or contribute to the Service. Vestry does not claim ownership of Customer Content.

5.2 Standard Operational License

You grant Vestry a worldwide, royalty-free, non-exclusive license to host, store, display, modify (for display purposes), distribute (within the Workspace and to authorized recipients), and process Customer Content solely as needed to operate, improve, and provide the Service to you and your Authorized Users. This license terminates when you delete the Customer Content or your account, subject to retention windows described in the Privacy Policy.

This standard license governs all Customer Content posted in members-only channels, your Workspace's services and song bank, and other private surfaces of the Service. Content posted in public community channels is subject to the additional license in Section 5.7.

5.3 Service-Improvement Use of De-identified Customer Content

Vestry may use Customer Content in de-identified form — meaning the data has been processed such that it cannot reasonably be used, alone or in combination with other available information, to identify any individual user, Workspace, church, or member — to develop, train, evaluate, and improve the Service and its features.

We will not use Customer Content in any identifiable form to train models for use outside your Workspace.

Prayer notes, member rosters, and free-text community contributions are excluded from training inputs by default and only included after pseudonymization.

5.4 Marketing and Logo Use

Vestry will not use your church's name, logo, or marketing-quality content in Vestry marketing materials without your prior written consent for each such use. The Founding Church Program Terms grant a limited additional license for testimonials provided under that Program; see those Terms for details.

5.5 Aggregated and De-identified Data

Vestry may use, disclose, or sell aggregated or de-identified data (data that does not identify any individual, Workspace, church, or member, even in combination with other reasonably available information) for any purpose, including reporting to music publishers, songwriters, and industry partners. See the Privacy Policy for details.

5.6 Feedback

If you provide Vestry with suggestions, ideas, feature requests, bug reports, or other feedback ("Feedback"), you grant Vestry a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate the Feedback into the Service or any other product without compensation, attribution, or other obligation to you. Feedback is not Confidential Information.

5.7 Public Channel License and Anonymization

When you post Customer Content to a public channel within the Service's community feature (as described in Section 4.5), you grant Vestry an additional license — beyond the standard operational license in Section 5.2 — to:

(a) display, distribute, syndicate, and sublicense that content publicly via the Service, search engines, AI search and answer engines (subject to the conditions in Section 4.4), and other public-display surfaces; (b) include that content in publicly accessible community archives and indexed pages; and (c) use that content (including the username, handle, or pseudonym you choose for the post) in connection with the operation, indexing, and promotion of the Service's public community.

This additional license is:

  • Limited to content you post in channels designated as public. Members-only channel content is not covered.
  • Worldwide, royalty-free, non-exclusive, and sublicensable for the purposes described above.
  • Duration: continues for as long as the content remains posted in a public channel. If you delete the post or move it to a members-only channel, the additional license terminates with respect to your future use of that content; however, residual public copies (search engine caches, third-party archives, AI training datasets created in violation of Section 4.4) may persist beyond your control, and Vestry's obligation to remove the content is limited to surfaces under Vestry's direct editorial control.

Anonymization option. When posting in a public channel, you may choose to post under a pseudonym, handle, or "Anonymous" attribution rather than your real name or church name. When you select an anonymized posting option:

(a) Vestry will publicly display the pseudonym you choose (or "Anonymous") in place of your real name and church name; (b) Vestry will not link the pseudonym to your underlying account or church identity in any publicly visible surface; (c) Vestry retains the underlying linkage internally for compliance, fraud prevention, policy enforcement, DMCA processes, and lawful disclosure; and (d) Vestry may de-anonymize a post (link it to the underlying account) in response to a valid legal process, a DMCA takedown notice, a violation of these Terms, or a credible threat to safety.

You are responsible for the content of every post you make, regardless of attribution. Posting under a pseudonym does not relieve you of any obligation under these Terms or any liability for the content you post.

6. Vestry's Intellectual Property

The Service, the Documentation, all software, designs, brand assets, and the Vestry name and logo are the property of Vestry or its licensors and are protected by copyright, trademark, and other intellectual-property laws. Except for the limited license granted in Section 2.1, these Terms do not transfer any ownership or rights in Vestry's intellectual property to you. You may not copy, modify, distribute, sell, or lease any part of the Service or its underlying software.

You may not use Vestry's name, logo, trade dress, or other branding without Vestry's prior written consent, except (a) for the limited purpose of identifying that you use the Service or (b) as expressly permitted in the Founding Church Program Terms (such as displaying a Founding Church badge).

7. Copyright and DMCA Notices

Vestry respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512.

7.1 Submitting a DMCA Takedown Notice

If you believe that content posted to the Service infringes your copyright, please send a written notice to our designated DMCA agent containing the information required by 17 U.S.C. § 512(c)(3):

(a) a physical or electronic signature of the copyright owner or authorized agent; (b) identification of the copyrighted work(s) claimed to have been infringed; (c) identification of the allegedly infringing material and information sufficient for Vestry to locate it on the Service; (d) the complainant's contact information (address, telephone number, email); (e) a statement that the complainant has a good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that the complainant is the copyright owner or authorized to act on the owner's behalf.

Designated DMCA Agent:

Service Provider: Vestry LLC Designated Agent: DMCA Agent, Vestry LLC 8401 Mayland Dr Ste A Richmond, VA 23294 Phone: 571-727-3550 Email: legal@getvestry.com U.S. Copyright Office Registration: DMCA-1071529

7.2 Counter-Notice

If your content has been removed in response to a DMCA notice and you believe the removal was improper (for example, because you have a license or fair-use right), you may submit a counter-notice to legal@getvestry.com. To be valid under 17 U.S.C. § 512(g)(3), your counter-notice must include:

(a) your physical or electronic signature; (b) identification of the material that was removed and its location before removal; (c) a statement, under penalty of perjury, that you have a good-faith belief that the material was removed as a result of mistake or misidentification; (d) your name, address, and telephone number; (e) a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if your address is outside the United States, the U.S. District Court for the Eastern District of Virginia); and (f) a statement that you will accept service of process from the original complainant or its agent.

If we receive a valid counter-notice and the original complainant does not file suit within 10 business days, we will restore the removed material not later than 14 business days after receipt of the counter-notice, consistent with 17 U.S.C. § 512(g)(2)(C).

Knowingly material misrepresentation in a notice or counter-notice is actionable under 17 U.S.C. § 512(f) and may result in liability to the misrepresenting party.

7.3 Repeat Infringer Policy

Vestry will terminate accounts that accumulate three or more valid, unrebutted copyright infringement strikes within any 12-month period. A strike is recorded when Vestry receives a complete DMCA takedown notice and the user does not file a successful counter-notice. If a counter-notice is filed and the rights holder does not commence legal action within 10 business days, the content is restored and no strike is recorded. Vestry retains discretion in applying this policy, including for clearly accidental or single-incident violations.

Vestry's application of this policy will be consistent with 17 U.S.C. § 512(i) and applicable Supreme Court guidance, including Cox Communications, Inc. v. Sony Music Entertainment (607 U.S. ___ (2026)). Nothing in this policy creates a contractual right of any third party to demand termination of any account.

8. Privacy and Confidentiality

8.1 Privacy Policy

The Privacy Policy at getvestry.com/privacy is incorporated into these Terms by reference. Your use of the Service constitutes acceptance of both these Terms and the Privacy Policy. The Privacy Policy describes how we collect, use, share, and protect your personal information.

8.2 Confidentiality

Each party will protect the other's Confidential Information with the same degree of care it uses to protect its own confidential information of like importance, and in no event with less than reasonable care. Neither party will use the other's Confidential Information except as needed to perform under these Terms, and neither party will disclose the other's Confidential Information to any third party except as expressly authorized.

"Confidential Information" includes any non-public information disclosed by one party to the other that is marked or reasonably understood to be confidential, including but not limited to Customer Content, Vestry's source code, pricing terms not publicly disclosed, and product roadmap information shared in Founding Church program calls.

These obligations do not apply to information that is or becomes publicly known through no fault of the receiving party, that the receiving party already had without restriction, that the receiving party independently developed, or that the receiving party was authorized to disclose.

A party may disclose the other's Confidential Information as required by law, court order, or government request, provided that (where legally permitted) it gives prompt notice to allow the other party an opportunity to seek a protective order.

9. Term, Suspension, and Termination

9.1 Term

These Terms remain in effect for the duration of your Subscription. They begin when you first accept them and continue until terminated as provided in this Section.

9.2 Termination by Customer

You may terminate your Subscription at any time through your account settings (or by contacting hello@getvestry.com if self-serve cancellation is not available for your plan). Termination becomes effective at the end of the current paid period, except as provided in Section 3.5 (Refunds).

9.3 Termination by Vestry for Cause

Vestry may suspend or terminate your access to the Service, in whole or in part, for any of the following:

(a) violation of these Terms or the Acceptable Use Policy in Section 4; (b) non-payment of fees, after a 14-day suspension grace period and a 30-day termination grace period with reasonable notice; (c) fraudulent chargeback or payment dispute; (d) unlawful use of the Service; (e) court order or government request; (f) bankruptcy, insolvency, or assignment for the benefit of creditors of the Customer; (g) accumulation of three or more valid, unrebutted DMCA strikes within a 12-month period (see Section 7.3); (h) reverse engineering, scraping, or attacks against the Service; or (i) account-sharing across distinct organizations in violation of Section 4.6.

9.4 Cure Period for Non-Urgent Breaches

For curable breaches, Vestry will provide written notice and a 30-day opportunity to cure before terminating. Bad-faith breaches, fraud, abusive conduct, immediate security threats, and unlawful activity may be terminated immediately without a cure period.

9.5 Suspension (Distinct from Termination)

Vestry may suspend your access to all or part of the Service, without terminating these Terms or the Subscription, where Vestry reasonably believes that:

(a) the Service is being used in a way that poses a security threat to Vestry, other customers, or the public; (b) Customer Content or Authorized User conduct violates Section 4 (Acceptable Use) and immediate suspension is necessary to prevent ongoing harm; (c) Vestry is required to suspend by court order, government request, or applicable law; (d) the Customer's payment is past due (after the 14-day cure period in Section 3.7); or (e) Vestry reasonably believes that fraud, unauthorized access, or material misrepresentation has occurred in connection with the account.

Vestry will use commercially reasonable efforts to provide advance notice of a non-emergency suspension and an opportunity for the Customer to address the cause. Vestry will reinstate access promptly once the cause of suspension is resolved. Suspension does not waive Vestry's right to subsequently terminate under Section 9.3.

9.6 Effect of Termination

Upon termination of your Subscription:

(a) your right to access and use the Service ends; (b) Vestry may delete your Customer Content in accordance with the retention provisions of the Privacy Policy; (c) any fees accrued before the termination date remain due and payable; and (d) the provisions of these Terms that by their nature should survive termination (including Sections 5 (Customer Content), 6 (IP), 7 (DMCA — for repeat-infringer record-keeping), 8 (Privacy and Confidentiality), 11 (Indemnification), 12 (Limitation of Liability), 13 (Disclaimer), 14 (Dispute Resolution), and 15 (General)) will survive.

9.7 Service Availability

Vestry will use commercially reasonable efforts to keep the Service available, but the Service is provided "AS-IS" and "AS-AVAILABLE." Vestry does not guarantee uninterrupted, error-free, or continuous availability. Vestry may schedule maintenance windows, deploy updates, and otherwise modify the Service from time to time without liability, provided that material changes that materially reduce functionality will be communicated in advance where reasonably practicable.

10. Force Majeure

Neither party will be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to:

  • acts of God;
  • fire, flood, earthquake, hurricane, or other natural disasters;
  • war, civil unrest, terrorism, or government action;
  • pandemic, epidemic, or public-health orders;
  • failure or degradation of internet, telecommunications, electrical, or utility infrastructure;
  • failure, suspension, or substantial degradation of third-party service providers including Vestry's hosting, authentication, payment, error-tracking, or analytics providers;
  • cybersecurity incidents originating outside the affected party's reasonable control;
  • labor disputes; and
  • embargoes or sanctions.

The affected party will use reasonable efforts to resume performance promptly and will notify the other party of the cause and expected duration when reasonably able to do so. Continued non-performance for more than 60 consecutive days may, at either party's option, result in termination of the affected obligations.

11. Indemnification

11.1 By the Customer

You will defend, indemnify, and hold harmless Vestry and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and costs (including reasonable attorneys' fees) arising out of or related to:

(a) Customer Content you contribute to the Service, including claims of copyright, trademark, or other intellectual-property infringement, defamation, or violation of privacy; (b) your or any Authorized User's use of the Service in violation of these Terms or applicable law; and (c) your acts or omissions outside the authorized scope of the Service.

11.2 By Vestry

Vestry will defend you against any third-party claim that the Service, when used as authorized under these Terms, infringes a U.S. patent, copyright, or trademark, and will pay any damages finally awarded against you in such a claim, provided that you:

(a) promptly notify Vestry of the claim; (b) give Vestry sole control of the defense and settlement; and (c) reasonably cooperate with Vestry.

This indemnity does not apply to claims arising from:

(i) Customer Content; (ii) modifications to the Service made by anyone other than Vestry; (iii) combination of the Service with products, services, or data not provided by Vestry; (iv) open-source components you choose to integrate; or (v) your use of the Service in violation of these Terms.

If Vestry believes the Service may infringe, Vestry may, at its sole option and expense: (a) procure for you the right to continue using the Service; (b) replace or modify the Service to be non-infringing while maintaining substantially equivalent functionality; or (c) terminate the Subscription and refund any prepaid fees for the unused portion of the term. Sections 11.2 and the foregoing remedy are Vestry's entire liability and your exclusive remedy with respect to third-party intellectual-property infringement claims.

11.3 Procedure

The indemnified party will promptly notify the indemnifying party of any claim. The indemnifying party will have sole control of the defense and settlement, except that no settlement may be made that imposes any liability or admits fault on the part of the indemnified party without that party's consent (not to be unreasonably withheld). The indemnified party will reasonably cooperate at the indemnifying party's expense.

12. Limitation of Liability

12.1 Damages Waiver

EXCEPT FOR THE EXCLUSIONS IN SECTION 12.3, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

12.2 Cap

EXCEPT FOR THE EXCLUSIONS IN SECTION 12.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE GREATER OF (a) ONE HUNDRED U.S. DOLLARS ($100), OR (b) THE AMOUNT PAID BY THE CUSTOMER TO VESTRY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exclusions (Liability Cap and Damages Waiver Do Not Apply)

The damages waiver in Section 12.1 and the cap in Section 12.2 do not apply to:

(a) a party's indemnification obligations under Section 11; (b) a party's gross negligence or willful misconduct; (c) a party's breach of confidentiality obligations under Section 8.2; (d) the Customer's unpaid fees; (e) personal injury or death (to the extent that exclusions of liability for such claims are unenforceable under applicable law); and (f) fraud or fraudulent misrepresentation (to the extent that exclusions of liability for such claims are unenforceable under applicable law).

12.4 Allocation

THE LIMITATIONS IN THIS SECTION 12 ARE A FUNDAMENTAL ELEMENT OF THE BARGAIN BETWEEN VESTRY AND THE CUSTOMER. THE FEES PAID BY THE CUSTOMER WOULD BE SUBSTANTIALLY HIGHER ABSENT THIS LIMITATION.

13. Warranties and Disclaimer

13.1 Mutual Warranties

Each party represents and warrants that it has the right and authority to enter into and perform under these Terms.

13.2 Customer Warranties

You represent and warrant that:

(a) you are at least 16 years old (or, if you are signing on behalf of an organization, you are at least 18 years old); (b) you have the authority to bind any organization on whose behalf you are signing up; (c) all information you provide to Vestry is accurate; and (d) Customer Content you contribute does not infringe the rights of any third party.

13.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS-IS" AND "AS-AVAILABLE," WITHOUT WARRANTY OF ANY KIND. VESTRY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VESTRY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

14. Governing Law, Venue, and Dispute Resolution

14.1 Governing Law

These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Mandatory Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND VESTRY TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION (NOT IN COURT) AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL, EXCEPT AS SET OUT BELOW.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") will be resolved by binding individual arbitration, except as provided in Section 14.4 (Carve-Outs).

14.2(a) Arbitration Rules

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, including the Expedited Procedures for any Dispute where the amount in controversy is $75,000 or less (or such other threshold as set forth in the AAA Commercial Arbitration Rules then in effect).

If AAA determines under Rule R-1 of its Consumer Arbitration Rules that those Consumer Rules apply to a particular Dispute (e.g., because of the consumer-personal-or-household-use scope), then the AAA Consumer Arbitration Rules will govern that Dispute instead, and the consumer's filing fee will be capped as provided by those Rules.

If AAA declines to administer the arbitration for any reason, the arbitration will be administered by JAMS under its applicable rules, and if JAMS also declines, by a mutually agreed alternative arbitral institution, or, failing agreement within 30 days, by an arbitrator appointed by a court of competent jurisdiction in Fairfax County, Virginia.

The AAA's rules in effect at the time of the demand will govern. The arbitration will be conducted by a single arbitrator, in the English language, in Fairfax County, Virginia or remotely, as the parties agree (or as the arbitrator orders if the parties do not agree).

14.2(b) Class Action Waiver

YOU AND VESTRY EACH AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION. The arbitrator may not consolidate claims of multiple parties or preside over any form of representative proceeding.

If any portion of this class waiver is held unenforceable, the rest of the arbitration agreement remains in effect to the maximum extent permitted by law; however, if the class waiver is held unenforceable as to a specific Dispute, that Dispute and only that Dispute may be resolved in court.

14.3 30-Day Opt-Out

You may opt out of the arbitration agreement and class waiver in this Section 14 by sending written notice to legal@getvestry.com within 30 days of first accepting these Terms (or of any material modification to this Section 14). Your notice must include your name, your church's name, your account email, and a clear statement that you wish to opt out of arbitration. Opting out will not affect the rest of these Terms.

Material modifications to this Section 14 will not apply retroactively to Disputes that arose before the modification's effective date. This provision is intended to address the procedural-unconscionability concern identified in Heckman v. Live Nation (9th Cir. 2024).

14.4 Carve-Outs (No Arbitration Required)

The following matters may be brought in court instead of arbitration:

(a) Small claims: either party may bring a Dispute in a small-claims court of competent jurisdiction, provided the matter qualifies for that court's jurisdiction and remains on an individual (non-class) basis.

(b) Injunctive relief for IP and confidentiality: either party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual-property rights or breach of confidentiality.

(c) Vestry's collection of unpaid fees: Vestry may sue in court for amounts owed but unpaid by the Customer.

14.5 Court Jurisdiction (When Arbitration Does Not Apply)

For matters not subject to arbitration under Section 14.2 (or where the arbitration agreement is held unenforceable), the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fairfax County, Virginia, including the U.S. District Court for the Eastern District of Virginia. Each party waives any objection to venue in these courts.

14.6 Time Limit on Claims

Any claim arising out of or related to these Terms or the Service must be brought within one (1) year after the claim accrues, except as otherwise required by applicable law.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy, the Founding Church Program Terms (if applicable), any Order Form, and any other terms expressly incorporated by reference, constitute the entire agreement between Vestry and the Customer with respect to the Service and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral. In the event of conflict, an Order Form prevails over these Terms with respect to the matters in that Order Form, and the Founding Church Program Terms prevail over these Terms with respect to the matters governed by that Program.

15.2 Severability

If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable while preserving the parties' intent.

15.3 Waiver

A party's failure or delay in enforcing any provision of these Terms is not a waiver. No waiver is effective unless in writing and signed by the waiving party.

15.4 Assignment

Vestry may assign these Terms in connection with a merger, acquisition, sale of substantially all of its assets, or other corporate transaction. The Customer may not assign these Terms without Vestry's prior written consent, which will not be unreasonably withheld in connection with the Customer's own merger or sale of substantially all of its assets. Any attempted assignment in violation of this Section is void.

15.5 No Third-Party Beneficiaries

These Terms do not create any rights or remedies for any third party.

15.6 Independent Contractors

Vestry and the Customer are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

15.7 Notices

Vestry will provide notice to the Customer by email (to the address on file for the Customer's account), by in-app notice, or by posting on the Service. The Customer will provide formal legal notice to Vestry by mailing it to:

Vestry LLC 8401 Mayland Dr Ste A Richmond, VA 23294-4648 United States

with a copy by email to legal@getvestry.com. Other communications may be sent to hello@getvestry.com or privacy@getvestry.com as appropriate.

15.8 Electronic Signature and Click-Through Acceptance

Acceptance of these Terms electronically (including by clicking "I agree" or by continued use of the Service after notice of changes) constitutes a valid and binding signature under the U.S. Electronic Signatures in Global and National Commerce Act ("E-SIGN," 15 U.S.C. § 7001 et seq.), the Virginia Uniform Electronic Transactions Act (Va. Code § 59.1-479 et seq.), and similar laws.

15.9 Third-Party Content and Integrations

The Service may contain links to or integrations with third-party websites, products, or services (including but not limited to CCLI SongSelect, PraiseCharts, MultiTracks, YouTube, Apple Music, Spotify, Genius, and similar music or worship-resource providers). Vestry does not control these third-party services and is not responsible for their content, availability, accuracy, privacy practices, or terms of service. Your use of any third-party service is governed by that third party's own terms and policies.

15.10 Export Controls and Sanctions

You represent and warrant that you are not located in, and will not use the Service from, any country subject to a U.S. embargo or designated by the U.S. government as a "terrorist-supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties (such as the U.S. Treasury OFAC Specially Designated Nationals list).

15.11 Government Use

If the Customer is a U.S. federal, state, or local government entity, the Service is a "commercial item" as defined in 48 C.F.R. § 2.101 and is licensed only with the rights granted in these Terms.

15.12 Anti-Bribery

Each party will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act.

15.13 Headings and Interpretation

Section headings are for convenience only and do not affect the interpretation of these Terms. The words "include," "includes," and "including" mean "without limitation."

15.14 Geographic Scope of Service

The Service is operated from the United States and primarily intended for users in the United States. If you access the Service from outside the United States, you do so at your own initiative and are responsible for compliance with your local laws.