Terms of Service

Effective Date: January 1, 2025

Last Updated: January 1, 2025

Version: 1.0

Important: These Terms of Service constitute a legally binding agreement. Please read carefully and consult with your legal counsel. By using CEF Core, you agree to these terms. Contact: legal@cefcore.com

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the CEF Core platform ("Service"), operated by CEF Core, LLC ("Company," "we," "us," or "our"). The Service is located at https://CEFCore.com.

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service.

We reserve the right to modify these Terms at any time. Continued use of the Service after changes constitutes acceptance of the modified Terms.

2. Eligibility and Account Registration

2.1 Eligibility

You must be at least 18 years old and authorized to represent your organization to use the Service. By creating an account, you represent and warrant that you have the legal authority to bind your organization to these Terms.

2.2 Account Responsibilities

  • You are responsible for maintaining the confidentiality of your account credentials
  • You are responsible for all activities that occur under your account
  • You must notify us immediately of any unauthorized access or security breach
  • You must provide accurate, complete, and current information
  • You may not share account credentials with unauthorized individuals
  • You may not create multiple accounts or impersonate others

3. Service Description

CEF Core provides a cloud-based financial management platform specifically designed for Church Extension Funds, including:

  • Loan origination, servicing, and portfolio management
  • Investor note tracking and management
  • General ledger and financial accounting
  • Cash management and reconciliation
  • Escrow and fee tracking
  • Customer relationship management (CRM)
  • Reporting and analytics

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with or without notice, subject to the terms of your subscription agreement.

4. Acceptable Use Policy

4.1 Permitted Use

You may use the Service only for lawful purposes and in accordance with these Terms. The Service is intended for Church Extension Funds and religious organizations managing loans and investments.

4.2 Prohibited Activities

You agree NOT to:

  • Violate any applicable laws, regulations, or third-party rights
  • Use the Service for fraudulent, illegal, or unauthorized purposes
  • Attempt to gain unauthorized access to the Service or related systems
  • Interfere with or disrupt the Service or servers/networks
  • Transmit viruses, malware, or harmful code
  • Reverse engineer, decompile, or disassemble the Service
  • Remove or modify any proprietary notices or labels
  • Use automated systems (bots, scrapers) without written permission
  • Resell, sublicense, or redistribute the Service without authorization
  • Use the Service to process data for competitors
  • Upload content that is unlawful, harmful, threatening, or abusive
  • Violate export control laws or sanctions regulations

5. Subscription and Payment Terms

5.1 Subscription Plans

Access to the Service requires a paid subscription. Subscription plans, pricing, and features are described on our pricing page and in your subscription agreement.

5.2 Payment

  • Fees are billed in advance on a monthly or annual basis
  • You authorize us to charge your payment method on file
  • All fees are non-refundable unless otherwise stated in your agreement
  • Failure to pay may result in suspension or termination of your account
  • You are responsible for all taxes, duties, and assessments

5.3 Price Changes

We may change subscription fees with 30 days' notice. Continued use of the Service after the notice period constitutes acceptance of the new fees.

6. Data Ownership and License

6.1 Your Data

You retain all ownership rights to data you upload, create, or store in the Service ("Customer Data"). We do not claim ownership of Customer Data.

6.2 License to Us

You grant us a limited, non-exclusive, worldwide license to use, store, process, and transmit Customer Data solely to provide the Service. This license terminates when you delete data or terminate your account, subject to backup and retention policies.

6.3 Our Intellectual Property

The Service, including all software, designs, trademarks, and content (excluding Customer Data), is owned by CEF Core, LLC and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the Service during your subscription term.

6.4 Feedback

Any feedback, suggestions, or ideas you provide about the Service become our property, and we may use them without obligation or compensation to you.

7. Data Security and Privacy

We implement commercially reasonable security measures to protect Customer Data as described in our Privacy Policy. However, you acknowledge that no security is foolproof, and we cannot guarantee absolute security.

You are responsible for:

  • Implementing appropriate security measures on your end
  • Backing up critical data independently
  • Configuring access controls and permissions appropriately
  • Training your users on security best practices

Our data handling practices are governed by our Privacy Policy, which is incorporated into these Terms by reference.

8. Service Level and Availability

We target 99.9% uptime for the Service, excluding scheduled maintenance and circumstances beyond our reasonable control. Actual service levels may be specified in a separate Service Level Agreement (SLA).

We may perform scheduled maintenance with advance notice. We will make commercially reasonable efforts to schedule maintenance during off-peak hours.

We are not responsible for service interruptions caused by factors outside our control, including internet service providers, third-party services, force majeure events, or your equipment/connectivity.

9. Warranties and Disclaimers

9.1 Our Warranties

We warrant that the Service will perform substantially in accordance with our documentation and that we will provide the Service with reasonable skill and care.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.

9.3 No Financial Advice

The Service is a software tool only. We do not provide financial, legal, tax, or investment advice. You are solely responsible for your financial decisions and should consult qualified professionals.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • IN NO EVENT SHALL CEF CORE, LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
  • OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM YOUR USE OF THE SERVICE SHALL NOT EXCEED THE FEES YOU PAID TO US IN THE 12 MONTHS PRECEDING THE CLAIM
  • THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES

Some jurisdictions do not allow limitation of liability for certain damages. In such jurisdictions, our liability is limited to the fullest extent permitted by law.

11. Indemnification

You agree to indemnify, defend, and hold harmless CEF Core, LLC and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

  • Your use or misuse of the Service
  • Your violation of these Terms
  • Your violation of any law or rights of a third party
  • Customer Data you upload or process
  • Your breach of any representation or warranty

12. Term and Termination

12.1 Term

These Terms begin when you create an account and continue until terminated as described below.

12.2 Termination by You

You may terminate your account at any time by contacting support. Termination takes effect at the end of your current billing period. You remain responsible for all fees incurred prior to termination.

12.3 Termination by Us

We may suspend or terminate your account:

  • For violation of these Terms
  • For non-payment of fees
  • For fraudulent or illegal activity
  • If required by law or regulatory authority
  • If we discontinue the Service (with 90 days' notice)

12.4 Effect of Termination

Upon termination:

  • Your access to the Service immediately ceases
  • We will retain Customer Data for 30 days to allow export/recovery
  • After 30 days, we may delete Customer Data unless legally required to retain it
  • Sections of these Terms that by nature should survive (liability, indemnification, etc.) will continue

13. Dispute Resolution

13.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@cefcore.com to attempt informal resolution. We will make good-faith efforts to resolve disputes amicably.

13.2 Binding Arbitration

If informal resolution fails, disputes shall be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Arbitration will be conducted by a single arbitrator, and the decision shall be final and binding.

CLASS ACTION WAIVER: You agree to arbitrate disputes on an individual basis only. You waive any right to bring claims as a class action, private attorney general action, or consolidated action.

13.3 Exceptions to Arbitration

Either party may seek equitable relief in court for:

  • Intellectual property infringement
  • Unauthorized access to the Service
  • Violation of confidentiality obligations

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any arbitration or litigation shall take place in Delaware.

15. General Provisions

15.1 Entire Agreement

These Terms, together with the Privacy Policy and any subscription agreement, constitute the entire agreement between you and CEF Core, LLC regarding the Service.

15.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions shall continue in full effect.

15.3 Waiver

No waiver of any term shall be deemed a continuing waiver. Failure to enforce any provision does not constitute a waiver of that provision.

15.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

15.5 Force Majeure

We are not liable for any failure to perform due to circumstances beyond our reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

15.6 Export Control

The Service is subject to U.S. export control laws. You agree to comply with all applicable export and import laws and not to export, re-export, or transfer the Service to prohibited countries, entities, or individuals.

15.7 U.S. Government Rights

If you are a U.S. government entity, the Service is "commercial computer software" as defined in FAR 12.212, and your rights are limited to those granted to non-government users.

16. Contact Information

For questions about these Terms of Service, contact us:

CEF Core, LLC

Legal Department

Email: legal@cefcore.com

Support: support@cefcore.com

Website: https://CEFCore.com

These Terms of Service were last updated on January 1, 2025 (Version 1.0). This is a legal document that should be reviewed by qualified legal counsel before deployment in a production environment.