These Terms and Conditions govern the relationship between the Evangelical Council for Financial Accountability (“ECFA”) and any individual or business (“Advertiser”) that executes, in writing or by means of a click-through process, the ECFA Business Directory Agreement (“the Agreement”). In consideration of the benefits to be received by each party, ECFA and Advertiser agree and acknowledge as follows:

ECFA. ECFA is a national association of Christ-centered organizations. ECFA’s purpose is to help Christ-centered organizations earn and retain the public’s trust by developing and maintaining standards of accountability that convey God-honoring ethical practices. ECFA’s members are exempt from federal income tax under §501(c)(3) of the Internal Revenue Code, and have committed themselves to compliance with ECFA’s Statement of Faith and Seven Standards of Responsible Stewardship. Because of their public commitment to adherence with ECFA’s Standards, ECFA’s members collectively enjoy a reputation for excellence in governance, giver relations, and the conduct of their ministries.

Business Directory Listings. ECFA has determined to provide an additional service to its members and others by providing a web-based list of individuals and businesses that provide, or would like to provide, significant professional services or products to Christ-centered organizations (“Advertisers”). In keeping with its own high standards, and subject to the Agreement, including these Terms and Conditions, ECFA will provide listings only for Advertisers that themselves exhibit high standards of expertise, competence, integrity service, and product quality.

“Listing.” For purposes of this Agreement, a “Listing” is a combination of one or more kinds of information, depending on the type of Listing desired by the Advertiser. Listings may include:

Basic Listing: A Basic Listing includes only contact information: Business name, individual contact name, mail and/or postal address, telephone number, e-mail address, and website.

Logo: An Advertiser may add its business logo to its Basic Listing.

Service or product description: An Advertiser may add a description of its services or product(s), not to exceed 250 words, to its Basic Listing.

Provision of Listing. ECFA agrees to provide each Advertiser with the kind of Listing(s), in the categories selected, and for the term of the Agreement, for which Advertiser has paid. Payment is required at the time of execution of the Agreement, either by credit card or electronic check payment. No Listing will be posted by ECFA unless and until it has received payment for the full amount due.

Content. Each Advertiser agrees to provide ECFA with the contact information, service or product descriptions, and any graphics (collectively, “Content”), in the electronic form and specifications provided by ECFA. ECFA reserves the right to edit or reject all Content in accordance with its standards, subject to agreement of the Advertiser. If no agreement is reached, ECFA will refund the fee paid by the Advertiser.

Content updates: Each Advertiser may update its Content at will, by providing the new or revised Content to ECFA, subject to ECFA’s retained editorial rights described above. In addition, each Advertiser agrees to provide ECFA with new or revised Content whenever any of the existing Content becomes inaccurate or obsolete. Should ECFA discover that any Content is inaccurate or obsolete, it may unilaterally request that the Advertiser correct the Content, and if it fails to do so, ECFA may remove the Listing until the Content is corrected. The Advertiser shall not be entitled to any refund on account of any such removal.

Content Standards. ECFA reserves the right to establish and maintain consistent standards for content, appearance, graphics, technology, and other aspects of each listing. ECFA also reserves the right to determine, and change from time to time, the format and context in which listings may be viewed by users of its websites.

Placement of listings. ECFA will generally group listings of Advertisers that provide similar products or services into categories. ECFA reserves the right to determine the names of each category, and the placement of the Listings of any Advertiser within categories that accurately describe its services and/or products. To the extent that an Advertiser provides services reasonably related to more than one category of services, as determined by ECFA, the Advertiser may be listed under each applicable category.

Term of Agreement. With respect to each Advertiser, the term of this Agreement is that to which the Advertiser has agreed and for which it has paid. However, ECFA, in the exercise of its sole discretion, reserves the right to terminate this Agreement without notice or explanation with respect to any Advertiser if it, in good faith, determines that continuation of the listing is not in its best interest, or in the best interest of its members or other Christian churches and ministries. The reasons for such termination may include, but are not limited to, unusually high numbers of complaints, a complaint of an unusually serious nature, publicity about an Advertiser that may have an adverse effect on ECFA or its members if the association created by this Agreement is not terminated quickly, or any other occurrence suggesting that the Advertiser is not exhibiting the high standards of expertise, competence, integrity, service, or product quality expected by ECFA. In such a case, ECFA will not explain to any third person why the Listing was removed, except in response to statements made by the Advertiser. In addition, ECFA will refund a ratable portion of the fee paid by the Advertiser, based on the number of full months remaining in the original term compared to the number of full months in the original term. For example, if an Advertiser has paid for a 12-month listing from April 1 through March 31, and ECFA decides to terminate the Agreement on October 20, ECFA will refund 5/12 of the amount paid.

Agency. Advertiser represents and warrants that it is purchasing the Listing(s) in its own name and on its own behalf, and not on behalf of any undisclosed principal to whom it will refer churches and ministries that may contact it.

No warranty. ECFA DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, AND NON-INFRINGEMENT.

Limitation of liability. Except as otherwise provided in this Agreement, ECFA’s entire liability, and the exclusive remedy of any Advertiser for any claim against ECFA, regardless of the form of action, whether in contract or in tort (including simple negligence), shall be limited to either (1) a correction or replacement provided to compensate for the non-performance or (2) adjustment or refund of charges related to that omission, error, or non-performance that is the subject matter of, or is directly related to, the cause of action.

In no event will ECFA be liable for damages for any loss of income, contributions, or gifts; lost savings; or other special or consequential damages, even if ECFA has been advised of the possibility of such damages, or for any claim by any Advertiser based on any third party claim against the Advertiser.

Indemnification. Each Advertiser agrees to indemnify, defend, and hold ECFA and its officers, directors, employees, agents, and volunteers (“the Indemnified Parties”) harmless against any and all liability, loss, damage, costs, or expenses (including reasonable attorneys’ fees and expenses) that any Indemnified Party incurs on account of any claim, lawsuit, or other administrative, judicial, or alternative dispute resolution proceeding arising on account of any action (or alleged action) by the Advertiser or any of its owners, directors, officers, partners, members, employees, or agents in the course of providing services to any person or entity, or on account of any product provided by the Advertiser that is alleged to be defective or with respect to which the Advertiser is alleged to be in breach of any warranty. ECFA agrees that the Terms of Use that apply to the use of Listings by its members and others will include an express disclaimer of any warranties with respect to the services or products provided by any Advertiser, and an express agreement by any user not to sue ECFA on account of any alleged breach of contract, tort, or other claim by the user against a Advertiser.

Dispute resolution. Any claim or dispute between ECFA and a Advertiser arising from or related to this agreement shall be settled by mediation and, if necessary, legally binding arbitration in accordance with the Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation, a division of Peacemaker^® Ministries, as in effect when the conciliation process occurs. The text of the Rules of Procedure is at www.hispeace.org. Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. The parties understand that these methods shall be the sole remedy for any controversy or claim arising out of this agreement and expressly waive their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision.

Choice of law. This Agreement shall be construed under and in accordance with the laws of the Commonwealth of Virginia, but without regard to its conflicts of laws rules.

Choice of venue. To the extent necessary to determine whether an action may be brought in court, or to enforce either any agreement arising out of the conciliation process or the decision of one or more arbitrators, the parties agree that any such action will be brought in a state or federal court in the Commonwealth of Virginia and having subject matter jurisdiction over the action. Each Advertiser agrees to submit to the personal jurisdiction of such court, and waives any objection or defense based on lack of personal jurisdiction.

Parties bound. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns (but only to the extent that a party may assign this Agreement).

Assignment. ECFA may assign its rights and obligations under this Agreement by notice in writing (including by email) to each Advertiser, at the most recent address provided by the Advertiser to ECFA. A Advertiser may not assign its rights or obligations under this Agreement without the express consent of ECFA. However, in the case of a sale of substantially all of the business of an Advertiser, merger, consolidation, or other similar business reorganization, ECFA may permit a transfer of the Listing, with appropriate changes in the content, without further charge, and without any obligation to pay a refund. ECFA will respond to each such request on a case-by-case basis, may exercise its sole and unfettered discretion in doing so, and shall not be bound to permit any such assignment or transfer.

Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein.

Interpretation. Section headings shall not be given any legal import. In interpreting this agreement, no effect shall be given to which party drafted any portion of the Agreement.

Merger. These Terms and Conditions constitute the entire agreement between ECFA and the Advertiser with respect to the Listing(s).

Amendment. This Agreement may be amended by a writing signed by both parties. In addition, ECFA may amend this agreement by notice in writing, including by email, to each Advertiser, summarizing the amendment and either providing the text of the amendment, or a link to the page on its website where the text of the amendment may be found. Any such unilateral amendment shall be effective no earlier than 30 days after the notice is provided, and shall not increase the amount due from any Advertiser before the beginning of the next period for which the Advertiser has not yet paid for any affected Listing. For example, if an Advertiser has paid for a Listing through September 30, any notice of an increase in fees shall not be effective, with respect to that Listing, before October 1.