Master Services Agreement

1. Parties, the Unit, and acceptance

1.1 The Customer. The Customer is the chartered organization that holds the charter for the Scouting unit named during signup (the "Unit"), acting through that Unit. Scouting units are not legal entities of their own; the organization that charters a unit owns its assets and is the party to this Agreement. Where the Unit's committee has been given authority by the chartered organization to enter agreements for the Unit, the committee acts for the Customer under this Agreement.

1.2 The Signer. The person who accepts this Agreement (the "Signer") represents that they are an adult, that they are a registered leader of the Unit, and that they have authority to bind the Customer to this Agreement. If the Signer does not have that authority, the Signer is personally responsible for the obligations in this Agreement until the Customer ratifies it.

1.3 Acceptance. The Customer accepts this Agreement by having the Signer read it on screen, type their name and title, confirm their authority, and select the control marked "I agree" during signup. That act is the Customer's electronic signature. Troopside records the version accepted, a hash of its text, the Signer's name, title and email address, the network address and browser used, and the time (the "Acceptance Record"), and emails the Signer a copy with a link to the exact version accepted.

1.4 Order of precedence. If this Agreement conflicts with the Privacy Policy, this Agreement controls. If it conflicts with help text, guides or copy inside the Service, this Agreement controls.

2. Definitions

• "Service" means the Troopside platform: the Unit's public website, its member hub, and the features Troopside offers through them from time to time, at the hostname Troopside assigns or at a domain the Customer connects.
• "Customer Data" means everything the Customer and its Authorized Users put into the Service: roster records, family and contact details, event and calendar entries, sign-ups, payment records, uploaded files, documents, photographs, messages, settings and copy.
• "Authorized User" means a person the Customer allows to hold an account on the Service: adult leaders, parents and guardians, and youth members where the Customer permits youth accounts.
• "Youth Member" means an Authorized User or a person on the Unit's roster who is under eighteen.
• "Admin" means the Authorized User the Customer designates to administer its site, starting with the Signer.
• "Subscription" means the Customer's paid term of access to the Service under section 5.
• "Fees" means the annual subscription fee under section 6.
• "Online Payment Fee" means the per-transaction fee under section 6.5 that a payer pays when paying the Unit online through the Service.
• "Stripe" means Stripe, Inc. and its affiliates, the payment processor the Service uses.
• "Privacy Policy" means Troopside's privacy policy at troopside.com/legal/privacy, as updated under section 21.

3. The Service

3.1 What Troopside provides. During the Subscription, Troopside will make the Service available to the Customer and its Authorized Users, host the Customer's site, send the emails the Customer's settings call for, and provide support under section 16.

3.2 Changes to the Service. Troopside improves the Service continually and may add, change or remove features. No particular feature is promised by name by this Agreement.

3.3 Third-party services. The Service works with services the Customer may choose to connect or use, including Stripe for payments, GroupMe for group chat, Google for sign-in and maps, and Zoom for online meetings. Each is governed by its own terms between the Customer (or the Authorized User) and that provider. Troopside is not responsible for a third-party service's availability, conduct or terms.

3.4 Custom domains. The Customer may connect a domain it owns. The Customer keeps control of its registrar and its DNS; Troopside verifies and serves the domain and does not configure it on the Customer's behalf.

4. Accounts and Authorized Users

4.1 The Admin. The Customer designates at least one Admin and keeps that designation current. Troopside's notices to the Customer go to the Admin of record.

4.2 Access is Customer-granted. The Service has no public self-registration. Every account is created or invited by the Customer's leaders, and the Customer is responsible for who it admits and for the permissions it grants inside the Service.

4.3 Credentials and misuse. Authorized Users keep their credentials confidential. The Customer is responsible for the accounts it creates and for dealing with any misuse of them, using the tools the Service provides: resetting a password, removing a member, or changing a leader's permissions.

4.4 Youth accounts. Where the Customer permits a Youth Member to hold an account, the Customer is responsible for having the consent of that Youth Member's parent or guardian, and for the parent or guardian's supervision of the account. A youth may use the account from a parent's or guardian's device; the Service records which account each action was taken under and, when it differs, whose sign-in was used.

4.5 Truthful use. The Customer will not enter information about a person it is not entitled to hold, and will keep the Unit's roster accurate to the people actually registered with or connected to the Unit.

5. Term and renewal

5.1 Term. The Subscription begins on the date of the Customer's first payment and runs for one year (the "Subscription Year").

5.2 Renewal. The Subscription renews for a further Subscription Year at the end of each Subscription Year unless the Customer cancels under section 9 before the renewal date.

5.3 This Agreement's term. This Agreement lasts as long as the Customer has a Subscription or Customer Data on the Service, and the sections that by their nature survive (section 24.9) survive its end.

6. Fees and payment

6.1 The annual fee. The Fee is the list price shown at checkout at the time of purchase or renewal, currently one hundred ninety-nine United States dollars (US $199) per Unit per Subscription Year, less any promotion the Customer applies at checkout or any discount Troopside grants in writing. The list price and any discount are shown together on every invoice.

6.2 Payment. The Fee is due in full at the start of each Subscription Year and is charged to the card or bank account the Customer enters at checkout, which Stripe processes for Troopside. The Customer needs no Stripe account of its own to pay the Fee, and Troopside does not see or store card or bank account numbers.

6.3 Price changes. Troopside may change the list price for a renewal by emailing the Admin of record at least thirty days before the renewal date. The Customer's remedy for a price change is to cancel before the renewal date under section 9.

6.4 Taxes. The Fee excludes sales, use and similar taxes. Where the law requires Troopside to collect a tax on the Fee, it is added at checkout and shown on the invoice. Any other tax the law puts on the Customer is the Customer's to pay.

6.5 The Online Payment Fee. When a family or other payer pays the Unit online through the Service, an Online Payment Fee is added to the payer's total as its own line, disclosed on the page before the payer chooses to pay, and paid by the payer. The Unit receives the full amount it charged. The default rate is 1.5 percent of the amount paid; Troopside may agree a different rate with the Customer in writing, and the rate is shown to the Customer in the Service. The Online Payment Fee applies uniformly to every online payment method the Service offers.

6.6 Stripe's own fees. Stripe charges the Customer's Stripe account its own processing fees under the Customer's agreement with Stripe. Those fees are Stripe's, not Troopside's, and are not part of the Online Payment Fee.

7. Payment processing

7.1 The Customer's own account. Online payments to the Unit are processed through a Stripe account that belongs to the Customer, created or connected by the Customer's treasurer through the Service, and governed by the Stripe Connected Account Agreement and Stripe's Services Agreement. The Customer is Stripe's customer for that account.

7.2 Troopside never holds funds. Payments from families go directly to the Customer's Stripe account and from there to the bank account the Customer registers with Stripe. Troopside does not receive, hold or transmit the Customer's money. Troopside collects the Online Payment Fee as an application fee through Stripe's platform arrangement.

7.3 Identity and bank verification. Stripe, not Troopside, verifies the Customer's identity, tax identification and bank account, and may pause or restrict the account under its own terms. Troopside can help the Customer understand the Service's side of a Stripe question but cannot act on the Customer's Stripe account.

7.4 Refunds and disputes with payers. A refund to a family, and any chargeback or dispute a payer raises, is between the Customer and the payer and is handled through the Customer's Stripe account. The Service shows the Customer's leaders the records it holds about each payment, and the Customer's own Stripe account holds the charge itself.

7.5 Recording payments received elsewhere. The Customer's leaders may record in the Service payments the Unit received outside it. Those records are the Customer's own bookkeeping entries; Troopside does not verify them.

8. Non-payment

8.1 Grace. If a renewal payment fails, the Customer keeps full use of the Service for thirty days after the end of the Subscription Year it last paid for (the "Grace Period"). Stripe retries the payment during that time, and its automated messages tell the Admin of record.

8.2 Suspension. If the Fee is still unpaid at the end of the Grace Period, the Customer's site is suspended automatically: no Authorized User can sign in, the public site shows only a notice that the site is paused, and the Service sends no email or message on the Customer's behalf. Nothing is deleted. Paying the outstanding Fee restores the site automatically and in full, with no further step by anyone.

8.3 Retention after lapse. Troopside keeps the Customer's Data for twelve months after the end of the Grace Period. During that time the Customer may pay to resume, which restores the site and its exports.

8.4 Deletion after lapse. After that time Troopside may delete the Customer's Data on thirty days' notice to the Admin of record. An automated email is notice.

9. Cancellation

9.1 Cancellation. The Customer may cancel its Subscription at any time from the billing page in the Service. Cancellation takes effect at the end of the current Subscription Year; the Customer keeps full use until then, and the Subscription does not renew.

9.2 Commitment. The Fee for a Subscription Year is earned when that year begins and is not refundable. The Customer is committed for the year.

9.3 After cancellation. When a cancelled Subscription Year ends, the site is suspended as in section 8.2, and sections 8.3 and 8.4 apply as they do after a lapse. The Customer takes its export under section 10.3 before then.

10. Customer Data

10.1 Ownership. The Customer owns its Customer Data. Nothing in this Agreement gives Troopside any ownership of it.

10.2 Licence to provide the Service. The Customer grants Troopside a licence to host, copy, transmit, display and process Customer Data only as needed to provide the Service to the Customer, to keep it secure, to support the Customer, and to comply with law. Troopside does not sell Customer Data, does not use it for advertising, and does not use it to train machine-learning models. Where the Service uses an outside AI model to answer a member's question or to read a document the Customer uploads, that provider processes the content under terms that do not allow it to train on it.

10.3 Export. While its site is active, the Customer may export its Customer Data itself, using the exports the Service provides, in the formats it provides them and as they are. The Customer is responsible for taking its export before its Subscription ends.

10.4 Deletion. The Customer may delete Customer Data through the Service. Whatever the Customer has not deleted is deleted under section 8.4 at the end of the retention period, except for copies in routine backups, which expire on their own schedule, and records Troopside must keep by law, including the Acceptance Record and billing records.

10.5 Aggregated information. Troopside may keep and use information about how the Service is used that does not identify the Customer or any person, to operate and improve the Service.

11. Youth data, privacy and Youth Protection

11.1 The Customer's relationship with families. The Customer, not Troopside, has the relationship with its families and Youth Members. The Customer is responsible for having whatever consent the law and its charter require from a parent or guardian before it enters a Youth Member's information into the Service or permits a Youth Member to hold an account, including consent that satisfies the Children's Online Privacy Protection Act where it applies.

11.2 Troopside as the Customer's service provider. Troopside processes Customer Data, including Youth Members' information, only on the Customer's behalf and under this Agreement and the Privacy Policy. Troopside will not use Youth Members' information for any purpose of its own.

11.3 Parents' requests. A parent or guardian who wants to review, correct or delete their child's information asks the Customer, which can do so in the Service. If a parent asks Troopside directly, Troopside will refer the request to the Customer and help the Customer complete it.

11.4 Youth Protection. The Customer is responsible for its compliance with its chartering organization's and Scouting America's Youth Protection requirements. The Service records training the Customer's leaders report and reminds them when it is due; Troopside does not verify a leader's standing or training with any organization.

11.5 The Privacy Policy. Troopside's Privacy Policy describes what the Service collects and how it is handled and is part of this Agreement.

12. Security

12.1 Safeguards. Troopside maintains administrative, technical and physical safeguards appropriate to the Customer Data the Service holds, including encryption of data in transit and at rest, access controls that scope every read and write to the Customer's own Unit, credential hashing, and logging of platform-level access to a Customer's site.

12.2 Breach notice. If Troopside confirms that Customer Data has been accessed or disclosed without authorization, Troopside will notify the Admin of record without undue delay and within [BREACH NOTICE WINDOW] hours of confirming it, describe what is known, and cooperate with the Customer's own notifications.

12.3 No guarantee. No service is perfectly secure. Troopside's obligations in this section are obligations of care, not a guarantee against every breach.

13. Acceptable use

The Customer will not, and will not permit an Authorized User to: use the Service for anything unlawful; enter information about a person without the right to hold it; upload content that infringes another's rights or that is harmful to a Youth Member; attempt to reach another Unit's data or any part of the Service the Customer has not been granted; probe, scan, overload or interfere with the Service; scrape it; resell it; or represent that Troopside is affiliated with or endorsed by Scouting America, a council, or a chartered organization. Troopside may suspend an account that is doing any of these, telling the Admin of record why, and will restore it when the conduct stops.

14. Intellectual property

14.1 Troopside's. Troopside owns the Service, its software, design, documentation and marks. This Agreement grants the Customer the right to use the Service during the Subscription and nothing more.

14.2 The Customer's. The Customer owns its name, its crest and other marks, and its Customer Data. The Customer grants Troopside the right to display them within the Customer's own site and in emails the Service sends on the Customer's behalf.

14.3 Feedback. If the Customer or an Authorized User suggests an improvement, Troopside may use the suggestion without obligation.

14.4 Publicity. Troopside will not name the Customer as a customer publicly without the Customer's written consent.

15. Confidentiality

Each party will keep confidential information the other marks or reasonably treats as confidential, use it only under this Agreement, and protect it as it protects its own. Customer Data is the Customer's confidential information. This section does not cover information that is public through no fault of the receiving party, that the receiving party already had, or that the law requires it to disclose, in which case it will tell the other party where permitted.

16. Availability and support

16.1 Availability. Troopside aims to keep the Service available at all times and performs maintenance in ways that minimize interruption, but does not promise a particular level of uptime and offers no service credit.

16.2 Support. Troopside provides support by email to the Customer's leaders at team@troopside.com and through the support form inside the Service, on business days, and will respond within a reasonable time. Support covers the Service; it does not cover the Customer's devices, its Stripe account, or third-party services.

16.3 Guides. Troopside provides written guides for leaders, treasurers, parents and scouts inside the Service and may update them at any time.

17. Warranties and disclaimer

17.1 Mutual. Each party warrants that it may enter this Agreement and that doing so does not breach another agreement it has.

17.2 Troopside's. Troopside warrants that the Service will perform materially as its guides describe during the Subscription. The Customer's remedy for a breach of this warranty is for Troopside to correct the problem or, if Troopside cannot within a reasonable time, for the Customer to cancel and receive a refund of the Fee for the unused part of the Subscription Year.

17.3 Disclaimer. Except as section 17.2 says, the Service is provided as it is and as available, and Troopside disclaims every other warranty, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the extent the law allows. Troopside does not warrant that the Service will be uninterrupted or error-free, or that it satisfies any requirement of Scouting America, a council or a chartered organization.

18. Limitation of liability

18.1 Cap. Each party's total liability to the other under or in connection with this Agreement, in contract, tort or otherwise, is limited to the Fees the Customer paid Troopside in the twelve months before the event giving rise to the claim.

18.2 Exclusions. Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, even if advised of their possibility.

18.3 Carve-outs. Sections 18.1 and 18.2 do not limit a party's liability for its indemnification obligations under section 19, for a breach of section 15, for its gross negligence or willful misconduct, or for anything the law does not allow to be limited.

19. Indemnification

19.1 By the Customer. The Customer will defend and indemnify Troopside against third-party claims arising from Customer Data, from the Customer's or an Authorized User's use of the Service in breach of this Agreement, or from the Customer's failure to obtain a consent section 11 requires.

19.2 By Troopside. Troopside will defend and indemnify the Customer against third-party claims that the Service, used as this Agreement permits, infringes a United States patent, copyright or trademark or misappropriates a trade secret. Troopside may modify or replace the Service to avoid the claim or, if it cannot, end the Subscription and refund the unused part of the Fee. This does not cover claims arising from Customer Data or from a third-party service.

19.3 Process. The indemnified party will notify the other promptly, let it control the defense and settlement (no settlement may admit fault for or impose obligations on the indemnified party without its consent), and cooperate at the indemnifying party's expense.

20. Not affiliated with Scouting America

Troopside is an independent company. It is not affiliated with, endorsed by, or an agent of Scouting America (formerly the Boy Scouts of America), any council or district, or any chartered organization. The Service does not replace any system those organizations require the Customer to use, and the Customer remains responsible for its registration, charter, advancement reporting, Youth Protection and other obligations to them. Names and marks of Scouting America and its programs belong to their owners and appear in the Service only to describe the Customer's own program.

21. Changes to this Agreement and the Privacy Policy

21.1 Versions. This Agreement and the Privacy Policy are versioned. Every version is kept and stays readable at its own address, and the Customer's Acceptance Record names the version it accepted.

21.2 Material changes. If Troopside makes a material change, it will email the Admin of record at least thirty days before the change takes effect and will ask the Admin to accept the new version at their next sign-in. If the Customer does not accept, it may cancel under section 9 and the prior version continues to govern until the current Subscription Year ends.

21.3 Other changes. For changes that are not material (corrections, clarifications, changes required by law), Troopside will post the new version and email the Admin of record, and continued use of the Service after the effective date is acceptance.

22. Governing law and disputes

22.1 Law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules.

22.2 Talking first. Before starting any proceeding, a party will give the other written notice of the dispute and the parties will try in good faith to resolve it for thirty days.

22.3 Venue. Any proceeding will be brought in the state or federal courts in [VENUE COUNTY], Texas, and each party submits to their jurisdiction.

[Counsel to decide: arbitration, jury-trial waiver, class-action waiver, and attorney's-fees clause.]

23. Termination for breach

23.1 By either party. Either party may terminate this Agreement if the other materially breaches it and does not cure the breach within thirty days of written notice.

23.2 By Troopside for harm. Troopside may suspend the Service immediately, with notice, to stop conduct that threatens the security of the Service, another Customer, or a Youth Member, and will lift the suspension when the threat is resolved.

23.3 Effect. On termination the Subscription ends and the site is suspended as in section 8.2; sections 8.3 and 8.4 apply. If Troopside terminated for the Customer's uncured breach no refund is due; if the Customer terminated for Troopside's uncured breach, Troopside refunds the unused part of the Fee.

24. General

24.1 Entire agreement. This Agreement, with the Privacy Policy and any written discount or rate Troopside grants the Customer, is the whole agreement between the parties about the Service and replaces any earlier discussion.

24.2 Assignment. The Customer may assign this Agreement, on notice to Troopside, to a successor chartered organization that takes over the Unit's charter. Otherwise neither party may assign without the other's consent, except that Troopside may assign to a successor to its business that assumes this Agreement.

24.3 Notices. Troopside's notices to the Customer go by email to the Admin of record. The Customer's notices to Troopside go by email to team@troopside.com or by mail to [ENTITY ADDRESS]. Notice is effective when sent, if sent to the right address on a business day.

24.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

24.5 Severability. If a court finds a provision unenforceable, it will be enforced to the extent permitted and the rest of the Agreement stands.

24.6 Waiver. A party's failure to enforce a provision is not a waiver of it.

24.7 Independent parties. The parties are independent contractors. Nothing here makes either the agent, partner or employee of the other.

24.8 Electronic records. The parties agree to do business electronically. The Acceptance Record is the Customer's signature, an emailed notice is written notice, and a record kept by the Service is an original.

24.9 Survival. Sections 6 (for amounts owed), 8.3, 8.4, 10, 11, 12.2, 14, 15, 17.3, 18, 19, 20, 22, 23.3 and 24 survive the end of this Agreement.

Accepted electronically by the Signer on behalf of the Customer. The Acceptance Record holds the version, its hash, the Signer's name, title and email, the network address and browser used, and the time of acceptance.