End-User License Agreement

1. Agreement and Acceptance

This End-User License Agreement ("Agreement") is a binding legal contract between you, whether an individual or an organization ("you," "your," or "Licensee"), and Seamless Software LLC ("Seamless AMS," "we," "our," or "us"). This Agreement governs your access to and use of the Seamless AMS Association Management System (AMS) platform, including the website https://seamlessams.com/, all associated software, applications, updates, and documentation (collectively, the "Software").

By creating an account, subscribing to, installing, accessing, or otherwise using the Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, you must not access or use the Software.

2. Grant of License

Subject to your continued compliance with this Agreement and the payment of all applicable subscription fees, Seamless Software LLC grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Software solely for your internal business purposes during the term of your active subscription.

This license is provided on a software-as-a-service (SaaS) basis. It does not constitute a sale of the Software, and no ownership rights are transferred to you under this Agreement.

3. Scope of Use

• AMS Tenants: Subscriber organizations may use the Software to manage contacts and CRM records, memberships, event registrations and ticketing, donations, digital storefronts, learning management (courses, quizzes, and certificates), member communications, media and documents, and reporting and analytics, in accordance with their applicable subscription tier.
• Authorized Users: You may permit your employees, staff, and administrators ("Authorized Users") to access the Software on your behalf, provided that you remain responsible for their compliance with this Agreement.
• End-Users: Individual members, donors, and event attendees ("End-Users") who interact with an AMS Tenant's presence on the platform are licensed to use the relevant end-user features solely as intended by, and under the responsibility of, the respective AMS Tenant.

4. License Restrictions

You agree that you will not, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Software, except to the extent expressly permitted by applicable law.
• Copy, modify, translate, adapt, or create derivative works based on the Software or its design elements, UI/UX structure, branding, or logos.
• Rent, lease, lend, sell, resell, sublicense, distribute, or otherwise commercially exploit the Software or make it available to any third party outside of your authorized use.
• Remove, obscure, or alter any proprietary notices, trademarks, or attributions contained within the Software.
• Use the Software to transmit malicious code, bypass or circumvent system security, host fraudulent donation campaigns, or violate any state, federal, or international law.
• Access the Software to build a competing product or service, or benchmark its performance for a competing purpose.

5. Intellectual Property and Ownership

The Software, including its source code, design elements, UI/UX structure, branding, logos, and all proprietary features, is and shall remain the exclusive property of Seamless Software LLC and its licensors. All rights not expressly granted to you under this Agreement are reserved by Seamless Software LLC. This Agreement does not grant you any rights to trademarks, service marks, or logos of Seamless Software LLC.

6. Tenant Data and Responsibilities

You retain all ownership rights to the data you and your Authorized Users upload to, or generate within, the Software ("Tenant Data"). You grant Seamless Software LLC a limited license to host, process, and transmit Tenant Data solely as necessary to provide and maintain the Software.

You are solely responsible for the accuracy, legality, and appropriateness of your Tenant Data, for obtaining all necessary consents from your End-Users, and for safeguarding the login credentials of your Authorized Users. Any unauthorized access or suspected data breach must be reported to us immediately. Our handling of personal data is further described in our Privacy Policy.

7. Third-Party Services and Integrations

The Software integrates with, and relies on, third-party services, including Stripe and QuickBooks Payments for payment processing, Intuit QuickBooks for accounting, Amazon Web Services for hosting and infrastructure, and email and analytics providers. The Software also allows you to connect optional integrations of your choosing (for example, Zapier, Slack, Mailchimp, Zoom, Salesforce, Google Workspace, Microsoft 365, and WordPress). Your use of any such service is subject to its respective terms and agreements, including Stripe's Services Agreement, and enabling an integration authorizes the associated exchange of data. Seamless Software LLC is not responsible for the availability, accuracy, security, or performance of any third-party service.

8. Fees and Subscription

Access to the Software is provided on a subscription basis. AMS Tenants are billed directly by Seamless Software LLC for software subscriptions, licensing, and usage tiers in accordance with their specific enterprise agreements. Your license remains valid only for so long as your subscription is active and all applicable fees have been paid. Additional commercial terms are set out in our Terms and Conditions.

9. Updates and Modifications

Seamless Software LLC may, from time to time, release updates, enhancements, or modifications to the Software. Such updates may be automatically deployed and are governed by this Agreement. We reserve the right to add, modify, or discontinue features of the Software at our discretion.

The Software may include optional AI-assisted features. When you use such features, the inputs you submit are processed to generate the requested output. You are responsible for reviewing any AI-generated content for accuracy and suitability before relying on it.

10. Disclaimer of Warranties

The Software is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, or statutory. To the maximum extent permitted by applicable law, Seamless Software LLC disclaims all warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Software will be uninterrupted, error-free, or completely secure.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Seamless Software LLC shall not be liable for any indirect, incidental, special, or consequential damages arising out of system downtime, data loss from unexpected server interruptions, or transaction disputes occurring between AMS Tenants and their End-Users. Our total aggregate liability arising out of or relating to this Agreement shall not exceed the amounts paid by you to Seamless Software LLC for the Software during the twelve (12) months preceding the event giving rise to the claim.

12. Term and Termination

This Agreement remains in effect for the duration of your active subscription. We may suspend or terminate your license immediately if you breach any provision of this Agreement. Upon termination, your right to access and use the Software will cease, and you must discontinue all use of the Software. Provisions relating to intellectual property, disclaimers, limitation of liability, and governing law will survive termination.

13. Governing Law and Jurisdiction

This Agreement shall be governed by, interpreted, and enforced in accordance with the laws of the United States of America and the State of Maryland, without regard to conflict of law principles. You explicitly agree to submit to the exclusive jurisdiction of the state and federal courts located in Kensington, MD (or the respective county/district courts covering Kensington, MD).

14. Contact Information

If you have any questions regarding this End-User License Agreement, please contact us directly: