Terms of Service

1. Acceptance & Parties

This Terms of Service and End User License Agreement ("Agreement," "Terms," or "EULA") is a legally binding contract between Bright Sight Ventures LLC, doing business as Makomly ("Makomly," "we," "us," or "our"), a Texas limited liability company, and the organization, institution, or individual ("Customer," "you," or "your") that subscribes to, accesses, or uses the Makomly software platform, applications, APIs, and associated services (collectively, the "Services").

By registering an account, clicking an "I Agree" button, executing an order form, connecting your QuickBooks Online account, or otherwise accessing or utilizing the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement and our Privacy Policy.

If you are entering into this Agreement on behalf of a synagogue, school, Jewish community center, or other legal entity, you represent and warrant that you have the requisite authority to bind that entity to this Agreement. If you do not have such authority, or if you do not agree with these terms, you must not access or use the Services.

2. License Grant & Permitted Use

Subject to your ongoing compliance with this Agreement and payment of applicable fees, Makomly grants Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to:

• Access and operate the Makomly web application and administrative portal solely for your internal institutional operations (e.g., membership management, seat reservations, ticketing, and accounting synchronization).
• Allow your congregants, members, donors, and ticket purchasers ("End Users") to access public-facing modules, forms, and portals to register, purchase tickets, reserve seating, and submit contributions.
• Integrate the Services with your authorized third-party accounting system (including QuickBooks Online) via official APIs.

All rights not expressly granted to Customer herein are reserved by Makomly and its licensors. No ownership or title in or to the Services or software is transferred to Customer.

3. Accounts & Authorized Users

Customer is responsible for designating administrative users and maintaining the confidentiality of all login credentials, API tokens, and access keys associated with Customer's account. Customer agrees to:

• Provide accurate, current, and complete information during registration and keep such information updated.
• Maintain reasonable security precautions to prevent unauthorized access to administrative controls.
• Promptly notify Makomly at support@makomly.com upon becoming aware of any suspected security breach or unauthorized use of Customer's account.
• Assume full responsibility for all activities occurring under Customer's administrative accounts and user sessions.

Third-Party Authentication: The Services may offer users the option to register and sign in via authorized third-party identity providers, including Google Identity Services (Google Sign-In). When accessing the Services through third-party credentials, you agree to comply with the applicable terms of service and acceptable use policies of the respective authentication provider.

4. QuickBooks Online & Intuit Integration Terms

5. Payment Processing & Financials

Payment processing services for ticket sales, dues, donations, and seat reservations are provided by Stripe, Inc. ("Stripe") or other authorized payment processors. When Customer configures payment collection, Customer enters into a direct merchant agreement with the payment processor and is subject to the processor’s applicable terms and service agreements.

Makomly does not store raw credit card numbers or bank account authentication credentials on our servers. Processing fees, chargebacks, disputed transactions, and payment refunds are subject to the processor's policies, and Customer is solely responsible for handling refunds and disputes with its congregants and donors.

6. Customer Data & Intellectual Property

7. Prohibited Uses & Restrictions

Customer agrees not to, and will not permit any third party to:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services.
• Copy, modify, create derivative works of, or distribute any part of the Services.
• Resell, sublicense, lease, rent, time-share, or use the Services on a service bureau basis for third parties.
• Interfere with or disrupt the integrity, security, or performance of the Services or related servers and networks.
• Attempt to gain unauthorized access to the Services, other customer accounts, or computer systems connected to the Services.
• Use the Services to transmit malicious code, malware, viruses, or harmful components.
• Use the Services for any unlawful, fraudulent, defamatory, or abusive purpose.

8. Subscription Fees & Billing

Customer agrees to pay all fees specified in the applicable order form, online subscription plan, or pricing schedule. Unless otherwise agreed in writing:

• Fees are quoted and payable in United States Dollars (USD).
• Subscriptions renew automatically for successive terms (monthly or annually) unless either party provides written notice of non-renewal prior to the expiration of the current billing cycle.
• All payment obligations are non-cancelable and fees paid are non-refundable, except as expressly provided in this Agreement or required by law.
• Customer is responsible for all applicable taxes (excluding taxes based on Makomly's net income).

9. Term, Suspension & Termination

This Agreement commences on the date you first accept it or access the Services and remains in effect until all subscriptions have expired or been terminated.

Termination for Convenience: Customer may cancel their subscription at any time through account settings or by contacting support@makomly.com. Cancellation will take effect at the conclusion of the current prepaid billing period.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.

Suspension: Makomly reserves the right to immediately suspend Customer's access to the Services if Customer’s account is delinquent, if Customer violates Section 7 (Restrictions), or if reasonably required to prevent harm to Makomly, other customers, or third-party platforms (including Intuit).

Data Export upon Termination: Upon termination or expiration of this Agreement, Customer may request an export of Customer Data within thirty (30) days. Following such period, Makomly may delete Customer Data in accordance with our retention policy and standard backup schedules.

10. Warranties & Disclaimers

MAKOMLY WARRANTS THAT IT WILL PROVIDE THE SERVICES WITH COMMERCIALLY REASONABLE SKILL AND CARE.

Warranty Disclaimer:

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES, INCLUDING ALL INTEGRATIONS WITH THIRD-PARTY SOFTWARE (SUCH AS INTUIT QUICKBOOKS ONLINE AND STRIPE), ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MAKOMLY AND ITS LICENSORS AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. MAKOMLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ALL ACCOUNTING RECORDS WILL AT ALL TIMES PERFECTLY REPLICATE THIRD-PARTY LEDGER BEHAVIOR.

11. Limitation of Liability

12. Indemnification

Customer agrees to defend, indemnify, and hold harmless Makomly, Bright Sight Ventures LLC, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and reasonable expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Customer's breach of this Agreement;
• Customer Data or any material uploaded to the Services;
• Customer's violation of any third-party right, including intellectual property, privacy, or proprietary rights; or
• Disputes between Customer and its End Users, congregants, donors, or financial institutions.

13. Governing Law & Dispute Resolution

This Agreement and any dispute arising out of or related to this Agreement or the Services shall be governed by and construed in accordance with the laws of the State of Texas, United States, without giving effect to any principles of conflict of laws.

The parties agree that any legal action, suit, or proceeding arising under or in connection with this Agreement shall be instituted exclusively in the state or federal courts located in the State of Texas, and each party irrevocably submits to the exclusive personal jurisdiction and venue of such courts.

14. Modifications & Contact Information

Makomly reserves the right to modify this Agreement at any time. If we make material modifications, we will provide notice by updating the "Last Updated" date at the top of this document and notifying Customer via email or through the administrative portal. Continued use of the Services after the effective date of an updated Agreement constitutes acceptance of the modified terms.

If you have any questions or concerns regarding this End User License Agreement, please contact our legal team: