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ZALA Terms of Service

(Organization Agreement)

Effective Date: [TBD: the date this version is published]

These Terms of Service (the “Agreement”) are a binding agreement between GDiz LLC, a Delaware limited liability company with its mailing address at 440 N Barranca Ave #4348, Covina, CA 91723, United States (“ZALA,” “we,” “us,” or “our”), and the church, ministry, nonprofit, or other organization identified during account registration or on an applicable Order Form (“Organization,” “Customer,” or “you”).

This Agreement governs the Organization’s subscription to and use of the ZALA platform — a multi-tenant engagement, communication, and giving platform available at zala.net and through related mobile and web applications, software, APIs (application programming interfaces), and services (collectively, the “Service”).

By creating an Organization account, clicking “accept,” signing an Order Form, or using the Service, the individual accepting this Agreement represents that they are authorized to bind the Organization, and the Organization agrees to this Agreement. If you do not have that authority, or the Organization does not agree, do not accept this Agreement or use the Service.

Individuals who use the Service as members, donors, attendees, or other end users of an Organization are governed by the separate ZALA Terms of Use (zala.net/legal/terms-of-use), not this Agreement.

1. Definitions

  • “Admin User” means an individual authorized by the Organization to access the Service’s administrative features on the Organization’s behalf (e.g., staff, volunteers with admin roles).
  • “End User” means an individual who accesses the Organization’s presence on the Service as a member, visitor, donor, volunteer, or attendee, whether through the ZALA app, a co-branded app, the Organization’s own app, or the web.
  • “Member Data” means personal information about End Users and contacts that the Organization or its End Users submit to, or generate within, the Service, including contact records, profile information, giving records, attendance, group memberships, messages, prayer requests, and posts.
  • “Organization Content” means content the Organization or its Admin Users upload or publish through the Service, including text, images, audio, video, livestreams, sermons, logos, and branding.
  • “Order Form” means the document that specifies the Organization’s Plan, fees, and any special terms (including Founding Customer terms) agreed between the parties. For the Free, Core, Growth, Pro, and Scale Plans, the Order Form is ZALA’s online checkout in the Billing Settings. For the Enterprise Plan, it is an ordering document signed by both parties.
  • “Plan” means the subscription tier selected by, or assigned to, the Organization (e.g., Free, Core, Growth, Pro, Scale, Enterprise), as described at zala.net/churches/pricing and in any applicable Order Form.
  • “Platform Fee” means the fee ZALA charges on the Organization’s Net Giving, calculated at the percentage rate published for the Organization’s Plan or specified in its Order Form, as described in Section 4.2. The Platform Fee is in addition to (not inclusive of) third-party payment processing fees.
  • “Billing Country” means the country used to determine the Organization’s regional price band, based on the issuing country of the Organization’s Payment Method or the Organization’s billing address, as described in Section 4.7.
  • “Billing Currency” means the currency in which ZALA invoices and charges the Organization, determined by the Organization’s Billing Country as described in Section 4.7. For most Billing Countries the Billing Currency is US dollars. Where ZALA publishes prices for a Billing Country in a local currency — currently India, in Indian rupees (₹) — that local currency is the Billing Currency, and the published local price is the actual price, not a conversion.
  • “Billing Period” means each monthly period for which subscription fees are billed.
  • “Billing Settings” means the online billing pages ZALA makes available to the Organization’s authorized Admin Users through the Service’s web interface, including any customer portal hosted by ZALA’s payment processor that is linked from them. The Billing Settings are not available in ZALA’s mobile applications.
  • “Commitment Period” has the meaning given in Section 5.1.
  • “Net Giving” means, for a calendar month, the total amount of donations received by the Organization through the Service’s giving features, less amounts refunded or charged back, and excluding any amounts added by donors to cover processing fees or Platform Fees. Payments that are not donations — for example event ticket sales, form payments, and content purchases — are not included in Net Giving and do not carry a Platform Fee.
  • “Payment Method” means a payment card or other payment method accepted by ZALA that the Organization adds in the Billing Settings to pay amounts owed to ZALA. It is separate from the Organization’s connected account for receiving donations.
  • “Usage Charges” means charges for usage above a Plan’s included allowances, as described in Section 4.3.
  • “Location” means one physical campus — a single building or address at which the Organization holds services or operates. Multiple services or gatherings at one building constitute one Location; separate buildings constitute separate Locations.

2. The Service

2.1 Provision. Subject to this Agreement and payment of applicable fees, ZALA grants the Organization a non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Service for the Organization’s internal ministry, community engagement, communications, and fundraising purposes, up to the limits of the Organization’s Plan (Locations, Admin Users/staff seats, contacts, features).

2.2 Plans and limits. Feature availability, usage allowances and limits, support levels, and Platform Fee rates vary by Plan. Current Plans and pricing are published at zala.net/churches/pricing. If the Organization exceeds a limit of its Plan, ZALA may (a) require an upgrade before the Organization adds more of the limited item (for example, additional staff seats or Locations), (b) charge published add-on fees or Usage Charges under Section 4.3, or (c) make content or features above the Plan’s limits read-only. ZALA will not delete Organization Content or Member Data because the Organization exceeds a limit or moves to a lower Plan, and will not prevent End Users from joining the Organization because a contact allowance is exceeded. Content above a Plan’s limits remains stored and becomes read-only until the Organization upgrades or brings its usage within those limits.

2.3 Modifications. ZALA may enhance, modify, or discontinue features of the Service, provided that ZALA will not materially degrade the core functionality of the Organization’s Plan during a paid subscription period without providing a substantially equivalent replacement or a pro-rated remedy.

2.4 Beta features. Features identified as beta, preview, or early access are provided as-is, may change or be withdrawn at any time, and are excluded from any service commitments.

3. Trials and Plan Changes

3.1 Trial period. Each new Organization account receives a free trial of the Core Plan for thirty (30) days (the “Trial”), running from the date the Organization account is created. For accounts created before ZALA began charging for Plans, the Trial runs from the date ZALA begins charging. No Payment Method is required to start a Trial, and no subscription fee is charged during it. Platform Fees under Section 4.2 apply to giving processed during the Trial, at the rate published for the Core Plan.

3.2 End of the Trial. Before the Trial ends, the Organization may, through the Billing Settings, add a Payment Method to continue on the Core Plan or select a different Plan. If the Organization selects a paid Plan during the Trial, the first subscription charge is made when the Trial ends (payment-processor scheduling may make that charge up to two days later); if it selects a paid Plan after the Trial has ended, the first charge is made at checkout. If the Organization has not selected a paid Plan by the end of the Trial, its account moves to the Free Plan automatically and nothing is charged. Organization Content and Member Data are retained, and content and features above the Free Plan’s limits become read-only until the Organization upgrades, as described in Section 2.2. ZALA will send the Organization at least one reminder before the Trial ends.

3.3 Refund grace period. If the Organization did not intend a charge, it may request a refund of that charge within seven (7) days after the charge is made — for subscription charges through the Billing Settings, and for any other charge by contacting ZALA — and ZALA will refund it without the Organization needing to give a reason. A refund of a subscription charge cancels the paid Plan immediately, including during a Commitment Period, and the account moves to the Free Plan, subject to Section 2.2.

3.4 Enterprise Plans. All Plans other than Enterprise, including the Scale Plan and its Commitment Period, are purchased online through the Billing Settings. The Enterprise Plan is sales-led: it is provided under a signed Order Form at custom pricing, and may include a pilot on the terms in that Order Form. This Section does not affect the Trial under Section 3.1.

3.5 Changing Plans. Selecting a Plan, adding or updating a Payment Method, changing Plans, and cancelling are done online through the Billing Settings. They are not available in ZALA’s mobile applications.

  • (a) Upgrades take effect immediately, and the Organization is charged a prorated amount for the remainder of the current Billing Period.
  • (b) Downgrades take effect at the end of the current Billing Period. Content and features above the lower Plan’s limits then become read-only, as described in Section 2.2. A downgrade is not available while the Organization’s staff seats, Locations, or stored data exceed the lower Plan’s limits; contact numbers never prevent a downgrade.
  • (c) During a Commitment Period, upgrades are available, but downgrades and cancellation are not. Moving to the Pro or Scale Plan from a lower Plan starts a new Commitment Period; upgrading from Pro to Scale during a Commitment Period does not restart or extend the existing one.

3.6 Complimentary Plans. ZALA may, by written notice, provide an Organization with a Plan free of subscription fees for a stated period (a “Complimentary Plan”) — for example, an Organization whose account existed before ZALA began charging for Plans. The written notice states the Plan, the period, and whether and from what date Platform Fees apply. ZALA will give reasonable written notice before a Complimentary Plan ends. Afterwards, no subscription fee will be charged unless the Organization selects a paid Plan and adds a Payment Method; otherwise, the account moves to the Free Plan, subject to Section 2.2.

4. Fees, Billing, and Taxes

4.1 Subscription fees.

  • Rates and currency. Fees for paid Plans are billed monthly in advance, in the Organization’s Billing Currency, at the rates in the applicable Order Form or, absent an Order Form, at the published price for the Organization’s Plan, Billing Country and Billing Currency at zala.net/churches/pricing at the time of purchase.
  • Published local prices are the price. Where ZALA publishes a price for the Organization’s Billing Country in a local currency (for example, prices in Indian rupees for Organizations whose Billing Country is India), that published local price is the contractual price and is charged in that currency. It is not a conversion of a US dollar price and does not move with exchange rates.
  • Other local-currency figures. Where ZALA displays a local-currency amount for a country it does not publish local prices for, that amount is an approximate conversion shown for information only; the price charged is the published price in the Billing Currency.
  • Bank charges. Where the Organization’s Payment Method is denominated in a currency other than its Billing Currency, the Organization’s bank or card issuer may charge currency conversion or foreign transaction fees, which are the Organization’s responsibility. No such fee arises from ZALA where the Organization is charged in its own local currency.
  • When charges start. No subscription fee is charged unless the Organization selects a paid Plan and adds a Payment Method.
  • Refunds. Except as stated in Section 3.3, elsewhere in this Agreement, or in an Order Form, fees are non-refundable.

4.2 Platform Fees on giving. ZALA charges the Platform Fee applicable to the Organization’s Plan (or set in its Order Form) on the Organization’s Net Giving for each calendar month, measured in the Organization’s time zone. Current rates are published at zala.net/churches/pricing.

  • (a) Not deducted from gifts. Platform Fees are never deducted from donations or from the Organization’s payouts. The Organization receives donations in accordance with Section 6.3, and ZALA bills Platform Fees separately.
  • (b) Monthly statement and charge. After each month ends, ZALA issues a statement showing the Organization’s Net Giving and the Platform Fee, and charges the Platform Fee, plus applicable taxes, to the Payment Method on file. Platform Fee statements are separate from subscription invoices. The statement is issued, and the Platform Fee charged, in the Organization’s Billing Currency. Donations received in a currency other than the Billing Currency are converted to the Billing Currency at the exchange rate ZALA applies for that period; the rate source and date are shown on the statement. Donations already received in the Billing Currency are not converted at all — for an Organization billed in Indian rupees whose donations are in rupees, no conversion is applied.
  • (c) Later refunds and chargebacks. If a donation is refunded or charged back after its Platform Fee was included on a statement, the corresponding Platform Fee is credited on a later statement. Credits are applied against future Platform Fees and are not paid out. If a chargeback is later resolved in the Organization’s favour, the credit is reversed.
  • (d) Minimum amount. If the net amount due for a month is below the minimum ZALA applies for the Organization’s Billing Currency — currently USD 1.00, or ₹100 where the Billing Currency is Indian rupees — it is carried forward to a later statement instead of being charged. The applicable minimum is shown on the statement.
  • (e) Payment Method required for giving. The Organization must have a valid Payment Method on file to turn on giving features. Where no Payment Method is on file, Platform Fee balances are carried forward until one is added.
  • (f) Processing fees. Platform Fees are separate from, and in addition to, fees charged by the payment processor (e.g., Stripe) for processing donations. Processing fees are passed through to the Organization or, where the donor-covers-fees option is enabled and used, added to the donor’s payment.

4.3 Add-ons and Usage Charges.

  • (a) Add-ons. Published add-ons (e.g., additional Locations, additional contacts) and other services (e.g., migration services, training, additional development hours, future modules) are billed at the rates published or quoted at the time of purchase. Recurring add-ons are billed monthly.
  • (b) Usage Charges. If the Organization’s usage in a month exceeds its Plan’s included allowances for metered items, ZALA bills Usage Charges monthly, in arrears, at the published rates. The metered items are currently owned-streaming viewer-hours, storage on the Scale Plan, and SMS (short message service) messages, which are priced by destination country. Usage is measured by ZALA’s systems and shown in the Billing Settings. If the Organization believes a measurement is incorrect, it may raise this with ZALA, which will review it in good faith. A livestream is never interrupted, and stored content is never deleted, because an allowance has been exceeded.
  • (c) Contacts. If the Organization’s contact numbers exceed its Plan’s contact allowance by more than ten percent (10%) for thirty (30) consecutive days, ZALA may, after notice, bill the published additional-contacts add-on for the contacts above the allowance. ZALA will not prevent End Users from joining the Organization because a contact allowance is exceeded.

4.4 Price changes. ZALA may change published prices, Platform Fee rates, and Usage Charge rates on at least [TBD: notice period for price changes — not yet decided] days’ notice. A change takes effect for the Organization at the start of its first Billing Period (or, for Platform Fees, the first calendar month) that begins after the notice period ends. A price increase for a Plan does not take effect during the Organization’s Commitment Period for that Plan. These limits do not apply to changes in taxes or to pass-through changes imposed by payment processors or app stores.

4.5 Failed payments and restricted access.

  • Retries and notice. If a charge fails, ZALA will notify the Organization and may retry the Payment Method.
  • Restriction. If an undisputed amount remains unpaid fourteen (14) days after the first failed payment, ZALA may restrict administrative features of the Service until payment is made — for example, creating new broadcasts, events, uploads, Admin Users, or Locations. A restriction that would begin during a weekend in the Organization’s local time starts on the following Monday morning instead.
  • What continues. During any restriction, End Users’ access to the Organization’s presence on the Service continues, as do giving, receipts, livestreaming, check-in, and the Organization’s ability to read and export its data. ZALA will not block or suspend donations to the Organization because of non-payment of amounts owed to ZALA.
  • Continued non-payment. ZALA does not automatically suspend or terminate an Organization’s account for non-payment. Continued non-payment is reviewed by ZALA, which may terminate this Agreement under Section 5.5 on the notice stated there.
  • Payment still owed. A restriction does not relieve the Organization of its payment obligations.
  • Other rights. This Section does not limit ZALA’s rights under Sections 5.5, 6.2, 6.5, 9, or 20.5.

4.6 Taxes.

  • Seller. ZALA (GDiz LLC) is the seller of the Service, including subscription fees, add-ons, Usage Charges, and Platform Fees.
  • Taxes added. Fees are exclusive of taxes. ZALA will add to its invoices and statements the sales, use, value-added, goods and services, and similar taxes it is required to collect, determined from the Organization’s billing address and the tax rules applicable to it. The Organization will pay those taxes, excluding taxes on ZALA’s income.
  • Tax IDs and exemptions. The Organization may provide a tax identification number (e.g., a VAT or GST registration number) or valid tax-exemption documentation at checkout or in the Billing Settings, and ZALA will apply it where applicable law allows. [TBD: whether ZALA refunds tax charged before valid information was provided.] The Organization is responsible for the accuracy of the tax information it provides.
  • Withholding. [TBD: treatment of any tax the Organization is legally required to withhold from payments to ZALA.]

4.7 Regional pricing.

  • Bands. Prices vary by regional price band, and the Organization’s band is set by its Billing Country.
  • Currency. The Billing Country also sets the Organization’s Billing Currency (Section 1). The band and the Billing Currency are separate: an Organization in India is in the same band as other Organizations in its band, and is billed in Indian rupees at ZALA’s published rupee prices for that band.
  • Mismatches. If the country of the Organization’s Payment Method and the country of its billing address fall into different bands, ZALA applies the higher-priced band.
  • Corrections. ZALA resolves the Organization’s band when it first adds a Payment Method, and may review and correct the band afterwards, with notice before any resulting price change takes effect.
  • The Billing Currency cannot change on an existing subscription. A subscription is created in one currency and cannot be moved to another. If a correction under this Section would change the Organization’s Billing Currency, ZALA will not change the price or currency of the existing subscription; the Organization’s existing subscription continues unchanged, ZALA will contact the Organization, and the change takes effect only if the Organization cancels its subscription and subscribes again in the new Billing Currency.
  • Misrepresentation. Misrepresenting the Organization’s Billing Country, including using a Payment Method or billing address in another country to obtain lower pricing, is a material breach.

4.8 Payment authorization.

  • Recurring charges. By adding a Payment Method, the Organization authorizes ZALA and its payment processor to charge that Payment Method automatically, on a recurring basis, for the following until all amounts owed are paid:
    • subscription fees at the start of each Billing Period, until the paid Plan is cancelled under Section 5.2;
    • Usage Charges, add-ons, and Platform Fees as they are billed; and
    • applicable taxes.
  • Varying amounts. Usage Charges, add-ons, and Platform Fees vary from month to month with the Organization’s usage and Net Giving. Each amount is shown on the corresponding invoice or statement.
  • Invoices. ZALA makes invoices and Platform Fee statements available in the Billing Settings.
  • Keeping it current. The Organization must keep its Payment Method current.
  • India — Reserve Bank of India e-mandate rules. Where the Organization’s Billing Currency is Indian rupees, or it pays with an India-issued Payment Method, recurring charges are additionally governed by the Reserve Bank of India’s e-mandate framework, and the following apply:
    • Authorization (e-mandate). Before any recurring charge can be made, the Organization must register an e-mandate on its Payment Method, specifying a maximum amount. ZALA cannot charge the Payment Method on a recurring basis until that e-mandate is registered.
    • Pre-debit notification. The Organization is sent a pre-debit notification at least twenty-four (24) hours before each recurring charge, and the charge is made only after that notice period has passed. This applies to every recurring charge, including subscription fees, Platform Fees, add-ons, and Usage Charges.
    • Charges above ₹15,000 must be authenticated every time. For any recurring charge above ₹15,000, the e-mandate alone is not sufficient: the Organization must authenticate that individual charge (for example, by completing an additional-factor authentication step sent by its bank or card issuer) each and every time such a charge is made. This applies to every monthly charge above that amount, including the monthly subscription fee for the Pro and Scale Plans at their published Indian rupee prices. A charge the Organization does not authenticate will fail, and Section 4.5 (Failed payments and restricted access) then applies.
    • Mandate limits and changes. The Organization must maintain an e-mandate whose maximum amount is sufficient to cover the amounts billed under this Agreement, and must register a new or amended e-mandate where its Plan, add-ons, or usage cause the billed amount to exceed that maximum.
    • Refunds. Where a payment method used in India settles or refunds asynchronously, a refund may take up to the period the payment network allows to reach the Organization’s account.

5. Term, Plans, and Termination

5.1 Term and commitment.

  • Term. This Agreement starts when it is first accepted for the Organization and continues until terminated under this Section 5 (the “Term”).
  • Month-to-month Plans. Paid Plans are month-to-month subscriptions.
  • Pro and Scale. The Pro and Scale Plans have an initial commitment of six (6) consecutive Billing Periods, starting from the first paid billing date on that Plan (the “Commitment Period”). After the Commitment Period, they continue month-to-month.
  • Order Forms. An Order Form may state a different term or commitment.

5.2 Renewal and cancellation.

  • Renewal. Each paid subscription renews automatically for successive Billing Periods until cancelled.
  • How to cancel. The Organization may cancel a paid Plan online through the Billing Settings at any time, except during a Commitment Period.
  • When it takes effect. Cancellation takes effect at the end of the current Billing Period.
  • After it takes effect. No further subscription fees are charged, and the account moves to the Free Plan, subject to Section 2.2.
  • What cancellation does not do. Cancelling a paid Plan does not terminate this Agreement, does not delete any data, does not end Platform Fees on giving that continues through the Service, and does not affect amounts already accrued.
  • Leaving entirely. To stop using the Service entirely, the Organization may delete its Organization account under Section 5.8.

5.3 Free Plan. The Free Plan has no subscription fee and is month-to-month. Platform Fees under Section 4.2 apply to giving processed on the Free Plan. The Organization may stop using the Free Plan at any time by deleting its account under Section 5.8. ZALA may end the Organization’s access to the Free Plan on reasonable prior written notice, except where Section 5.5, 9, or 20.5 applies.

5.4 Founding Customer terms. Organizations accepted into the Founding Customer program receive the pricing, discounts, implementation guarantee, and the 30-day exit right during the first six (6) months described in their Order Form, in exchange for the reference and feedback commitments described there. Founding Customer terms, including that exit right, prevail over this Section 5 (including any Commitment Period) to the extent of any conflict.

5.5 Termination for cause. Either party may terminate this Agreement if the other party materially breaches it and fails to cure within thirty (30) days of written notice, or immediately upon the other party’s insolvency, bankruptcy, or cessation of business. ZALA may suspend or terminate immediately for breaches of Sections 6 (Giving and Payments), 8 (Organization Responsibilities), or 9 (Acceptable Use) that create legal exposure, safety risk, or harm to the Service or other tenants.

5.6 Effect of termination. Upon expiry or termination: (a) the Organization’s access rights end; (b) subscription fees, add-ons, Usage Charges, and Platform Fees accrued through the effective date remain payable, and ZALA may issue the final Platform Fee statement for the partial month promptly rather than at month end; (c) if ZALA terminates without cause, or the Organization terminates for ZALA’s uncured breach, ZALA will refund prepaid subscription fees for the unused remainder of the current Billing Period and will not charge for any remaining part of a Commitment Period; (d) [TBD: whether fees for the remainder of a Commitment Period become payable if the Organization deletes its account, or this Agreement otherwise ends during a Commitment Period, for any other reason]; and (e) Sections that by their nature survive (including 4, 5.6, 5.7, 6.4, 11–13, 15–18, 20–21) survive.

5.7 Data export, restoration, and deletion.

  • (a) Cancellation and lower Plans. Cancelling a paid Plan, or moving to a lower Plan or the Free Plan, does not delete Organization Content or Member Data (see Section 2.2).
  • (b) Export. Until its account is deleted, the Organization may export Member Data and Organization Content in commonly used formats (e.g., CSV for contacts and giving records; source media files), through the Service or on request.
  • (c) Restoration Period. For thirty (30) days after the Organization deletes its account, or this Agreement otherwise terminates (the “Restoration Period”), ZALA may restore the Organization account at the Organization’s request.
  • (d) Deletion. After the Restoration Period, ZALA will delete or de-identify Organization Content and Member Data, except:
    • (i) donation and payment records, billing records (including invoices, Platform Fee statements, and related adjustment records), and records of acceptance of legal terms, which ZALA retains, detached from the deleted Organization account, for as long as necessary to support the Organization’s receipting and accounting and to meet legal, tax, accounting, and payment-network obligations; and
    • (ii) residual copies in routine backups, which expire on schedule.

5.8 Deleting the Organization account.

  • Who and how. The Organization’s owner may delete the Organization account through the Service.
  • Giving first. Before deletion, giving features must be disconnected from the payment processor.
  • Effect. Deletion terminates this Agreement, cancels any paid Plan, and immediately ends access for Admin Users and End Users, subject to restoration during the Restoration Period under Section 5.7.
  • Amounts owed. Section 5.6 applies to amounts accrued at deletion.

6. Giving and Payments

6.1 Payment processing. Giving and payment functionality is provided through third-party payment processors, currently Stripe, Inc., via Stripe Connect. The Organization — not ZALA — is the merchant of record and recipient of donations. To use giving features, the Organization must register for and maintain a connected account with the processor, must have a valid Payment Method on file with ZALA (Section 4.2(e)), and agrees to the applicable processor agreements, including the Stripe Connected Account Agreement and Stripe Services Agreement, and to Stripe’s Acceptable Use Policy and Restricted Businesses list. ZALA may add or substitute payment processors, and additional or substitute processor terms may apply.

6.2 Onboarding and verification. The Organization must provide accurate, complete, and current information during payment onboarding (including legal entity, tax identification, banking, and beneficial-ownership information where required) and keep it updated. The processor and ZALA may conduct identity, sanctions, and risk screening, and may decline, suspend, or terminate payment functionality based on the results or applicable law.

6.3 Funds, disbursement, and receipts. Donations are settled by the processor to the Organization’s connected account per the processor’s payout schedule, less the processor’s processing fees. ZALA does not deduct Platform Fees or other amounts owed to ZALA from donations or payouts; they are billed separately under Section 4. ZALA does not hold, control, or take custody of donated funds. The Organization is solely responsible for: (a) the truthful representation of fundraising purposes and use of funds; (b) issuing donor tax receipts and annual giving statements and their accuracy; (c) its tax-exempt status and compliance with charitable solicitation, registration, and reporting laws in each jurisdiction where it solicits; and (d) refunds and responses to donor disputes, subject to Section 6.4.

6.4 Chargebacks, refunds, and reversals. The Organization is financially responsible for refunds, chargebacks, reversals, and associated processor fees on its transactions. ZALA and the processor may debit the connected account or offset future payouts to recover these amounts. These rights apply only to amounts arising from the Organization’s own transactions and are not used to collect subscription fees, Usage Charges, or Platform Fees owed to ZALA.

6.5 Prohibited use of payments. The Organization must not use giving features for any activity prohibited by law, this Agreement, or processor policies, including money laundering, terrorist financing, sanctioned transactions, fraud, or transactions unrelated to the Organization’s stated charitable, religious, or organizational purposes. ZALA may suspend payment features, block or reverse transactions, freeze functionality, and report suspicious activity to processors and authorities as required by law, without prior notice where legally required or reasonably necessary.

6.6 Recurring giving. Where End Users establish recurring donations, the Organization is responsible for honoring cancellations communicated to it and for its own donor-facing refund policies, consistent with the ZALA Terms of Use.

6.7 No financial, tax, or legal advice. ZALA provides software. Nothing in the Service constitutes tax, legal, accounting, or fundraising-compliance advice.

7. Organization Data, Privacy, and Communications Compliance

7.1 Roles. As between the parties, the Organization owns Member Data and Organization Content and is the data controller (or equivalent) for Member Data. ZALA processes Member Data as the Organization’s service provider/processor solely to provide the Service, as described in the ZALA Privacy Policy (zala.net/legal/privacy) and any executed Data Processing Addendum (“DPA”). Where a DPA is executed, it is incorporated into this Agreement.

7.2 Lawful basis for uploaded data. The Organization represents that it has all rights, consents, and lawful bases required to submit Member Data to the Service and to have ZALA process it as contemplated, including for contacts imported from spreadsheets, prior systems, or third-party sources.

7.3 Messaging compliance. The Organization is solely responsible for its use of email, SMS (short message service), push, and calling features, including: (a) obtaining any legally required consent — including prior express written consent where required by the TCPA (Telephone Consumer Protection Act) for SMS/autodialed communications in the United States; (b) honoring opt-outs (e.g., STOP replies, unsubscribe links); and (c) complying with CAN-SPAM, TCPA, carrier/10DLC registration requirements, and equivalent laws in other jurisdictions. ZALA provides tooling to support compliance but does not guarantee it.

7.4 Sensitive data. The Organization acknowledges that religious affiliation, prayer requests, pastoral care, and counseling-related information may constitute sensitive personal information under applicable law, and agrees to configure visibility, permissions, and workflows accordingly. The Organization must not submit to the Service data subject to special regulatory regimes that the Service is not designed for (e.g., HIPAA-covered protected health information, unless a BAA (business associate agreement) is executed on an Enterprise Plan; cardholder data outside the processor’s hosted fields; government-issued ID numbers except where a feature expressly requests them).

7.5 Children. Where the Organization uses the Service in connection with minors (e.g., children’s or youth ministry), the Organization is responsible for obtaining verifiable parental consent where required (including under COPPA (Children’s Online Privacy Protection Act)) and for supervising minor-related features consistent with its own child-safety policies.

7.6 Privacy notices. The Organization will maintain and make available to its End Users a privacy notice that accurately describes its collection and use of Member Data through the Service.

7.7 Aggregate and de-identified data. ZALA may generate and use de-identified, aggregated data derived from use of the Service (e.g., feature usage, performance metrics) to operate, secure, benchmark, and improve the Service, provided it does not identify the Organization or any individual.

8. Organization Responsibilities

The Organization will: (a) be responsible for all acts and omissions of its Admin Users and for maintaining the confidentiality of authentication credentials and one-time passcodes; (b) promptly notify ZALA of any suspected unauthorized access; (c) moderate End User content within its tenant in accordance with Section 9 and its own community standards; (d) use the Service only for lawful purposes consistent with its organizational mission; and (e) comply with all laws applicable to its use of the Service, including employment-, volunteer-, safeguarding-, and fundraising-related laws.

9. Acceptable Use

The Organization must not, and must not permit anyone to: (a) use the Service to store or transmit unlawful, infringing, defamatory, or harmful material, or any material that exploits or endangers minors; (b) use the Service to send spam or unlawful communications; (c) interfere with or disrupt the integrity or performance of the Service or other tenants; (d) attempt to gain unauthorized access to the Service or its systems, or probe, scan, or test vulnerabilities without written authorization; (e) reverse engineer, copy, or create derivative works of the Service except as permitted by law; (f) resell, sublicense, or provide the Service to third parties except to its own End Users as contemplated by this Agreement; (g) use the Service to build a competing product; (h) upload malicious code; or (i) circumvent usage limits, metering, or security controls. ZALA may remove content and suspend accounts to enforce this Section, applicable law, or app store and processor policies, and will notify the Organization where practicable. ZALA reports child sexual abuse material to the National Center for Missing & Exploited Children (NCMEC) and relevant authorities as required by law.

10. Apps and Branding

10.1 ZALA and co-branded apps. On applicable Plans, the Organization’s presence appears within the ZALA apps and/or a co-branded experience. The Organization grants ZALA a non-exclusive, royalty-free license during the Term to use its name, logos, and Organization Content solely to provide the Service (including display within apps, notifications, receipts, and the Organization’s web presence).

10.2 The Organization’s own app. On Plans that include the Organization’s own app, ZALA will build and submit dedicated apps under the Organization’s or ZALA’s developer accounts, as specified in the applicable Order Form. The Organization is responsible for: (a) maintaining any required app store developer accounts, enrollments, and organizational verification (e.g., D-U-N-S); (b) the accuracy of app store listings and legally required policies; and (c) compliance with Apple App Store and Google Play developer terms. App store review timelines and decisions are outside ZALA’s control, and app store policy changes may require changes to app functionality.

10.3 Custom domains. Where the Organization connects a custom domain, it represents it has the rights to use that domain and authorizes ZALA to provision certificates and routing for it.

11. Intellectual Property

11.1 ZALA IP. ZALA and its licensors own the Service, including all software, design, documentation, and underlying technology, and all improvements to them. No rights are granted except as expressly stated.

11.2 Organization IP. The Organization retains all rights in Organization Content and Member Data, subject to the licenses granted in this Agreement.

11.3 Feedback. The Organization grants ZALA a perpetual, irrevocable, royalty-free license to use feedback and suggestions without restriction or obligation.

11.4 Copyright complaints (DMCA). ZALA responds to copyright infringement notices under the Digital Millennium Copyright Act. Notices should be sent to ZALA’s designated agent: GDiz LLC, Attn: DMCA Agent, 440 N Barranca Ave #4348, Covina, CA 91723, United States; email: hello@zala.net. ZALA maintains a policy of terminating repeat infringers in appropriate circumstances. The Organization is responsible for holding all licenses required for content it streams, posts, or distributes (including music performance, streaming, and podcast licenses such as CCLI, CCS, or equivalents, and Bible translation licenses for scripture content it supplies).

12. Confidentiality

Each party will protect the other’s non-public information disclosed in connection with this Agreement (“Confidential Information”) with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel and advisors bound by comparable obligations, or as required by law (with notice where lawful). Confidential Information excludes information that is public without breach, independently developed, or rightfully received from a third party. This Section survives for three (3) years after termination (indefinitely for trade secrets).

13. Support, Availability, and Security

13.1 Support. ZALA provides support at the level published for the Organization’s Plan (e.g., community/email for Free; targeted response times for paid tiers). Dedicated customer success, response-time, and uptime commitments apply on the Scale Plan as published at zala.net/churches/pricing, and on the Enterprise Plan as stated in its Order Form. Published response-time targets are objectives, not warranties, except where an Order Form or the published Plan terms state a contractual SLA (service level agreement) with defined remedies.

13.2 Security. ZALA maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Member Data, including encryption in transit, access controls, and tenant isolation. ZALA will notify the Organization without undue delay after confirming a security breach affecting Member Data and will provide information reasonably required for the Organization to meet its own notification obligations.

13.3 Subprocessors and third-party services. The Service is built on third-party infrastructure and services (including cloud hosting, content delivery, media streaming, payment processing, communications delivery, and analytics providers). A current list of material subprocessors is available on request or in the DPA. Optional integrations the Organization enables (e.g., relaying streams to YouTube or Vimeo, calendar or email integrations) are governed by those third parties’ terms, and ZALA is not responsible for third-party services.

14. Publicity

Neither party may use the other’s name or logo publicly without consent, except: (a) ZALA may identify the Organization as a customer in customer lists and materials unless the Organization opts out in writing; and (b) Founding Customers grant the publicity, reference, and case-study rights described in their Order Form.

15. Warranties and Disclaimers

15.1 Mutual. Each party warrants it has the authority to enter into this Agreement.

15.2 ZALA. ZALA warrants that it will provide the Service with commercially reasonable skill and care.

15.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND ZALA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. ZALA IS NOT RESPONSIBLE FOR END USER CONTENT, THE ORGANIZATION’S USE OF FUNDS, OR THIRD-PARTY SERVICES.

16. Indemnification

16.1 By the Organization. The Organization will defend and indemnify ZALA, its affiliates, and their officers, directors, employees, and agents against third-party claims, and resulting damages, costs, and reasonable attorneys’ fees, arising from: (a) Organization Content or Member Data; (b) the Organization’s fundraising activities, use of funds, tax receipts, or charitable-solicitation compliance; (c) the Organization’s communications (including TCPA/CAN-SPAM claims); (d) the Organization’s breach of this Agreement or violation of law; or (e) disputes between the Organization and its End Users.

16.2 By ZALA. ZALA will defend and indemnify the Organization against third-party claims alleging that the Service, as provided by ZALA and used as authorized, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret, and will pay resulting damages and reasonable attorneys’ fees finally awarded or agreed in settlement. If the Service is enjoined or likely to be, ZALA may procure the right to continue use, modify the Service to be non-infringing, or terminate and refund prepaid unused fees. This Section 16.2 does not apply to claims arising from Organization Content, Member Data, combinations with items not provided by ZALA, or unauthorized use, and states ZALA’s entire liability for infringement.

16.3 Procedure. The indemnified party must give prompt notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party (no settlement imposing obligations on the indemnified party without its consent).

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DONATIONS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY THE ORGANIZATION TO ZALA IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO: THE ORGANIZATION’S PAYMENT OBLIGATIONS; EITHER PARTY’S INDEMNIFICATION OBLIGATIONS; BREACH OF SECTION 12 (CONFIDENTIALITY); OR A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT.

18. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules. The state and federal courts located in Wilmington, Delaware (New Castle County) have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party irrevocably consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum. Each party waives, to the fullest extent permitted by law, any right to a jury trial in any such dispute. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. Changes to this Agreement

ZALA may update this Agreement by posting a revised version and updating the “Effective Date”. For material changes, ZALA will give the Organization at least thirty (30) days’ notice via the Service or email, and may ask the Organization’s Admin Users to accept the revised version in the Service. Changes take effect on the date stated in the notice, or earlier if the Organization accepts them or the change is required by law, payment processors, or app stores. If a material change is adverse to the Organization during a Commitment Period, the Organization may cancel the affected paid Plan, effective at the end of the current Billing Period, without liability for the remainder of the Commitment Period. If a legally required change materially reduces the Service, the Organization may terminate the affected subscription and receive a pro-rated refund of prepaid fees.

20. General

20.1 Notices. Legal notices to ZALA must be sent to hello@zala.net and 440 N Barranca Ave #4348, Covina, CA 91723, United States; notices to the Organization may be sent to the account owner’s email and are deemed given when sent.

20.2 Assignment. Neither party may assign this Agreement without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.

20.3 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (excluding payment obligations).

20.4 Relationship. The parties are independent contractors. There are no third-party beneficiaries, except that End Users are bound by the Terms of Use and Stripe is an intended beneficiary of the processor-related provisions of Section 6.

20.5 Export and sanctions.

  • Representation. The Organization represents that it: (a) is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions; (b) is not a sanctioned party, and is not owned or controlled by one; and (c) will comply with applicable export control and sanctions laws.
  • Excluded countries. ZALA does not offer the Service to Organizations based in certain countries and territories, currently Cuba, Iran, North Korea, Syria, Russia, and Belarus. That list may include countries and territories that are not subject to comprehensive U.S. sanctions, and ZALA may update it.
  • ZALA’s rights. ZALA may decline to provide, suspend, or terminate the Service, including giving and payment features, where it reasonably determines that providing it would violate applicable sanctions or export control laws (including those administered by the U.S. Office of Foreign Assets Control (OFAC)), or would expose ZALA to liability under them. Where permitted by law, ZALA will refund prepaid subscription fees for the unused remainder of the current Billing Period.

20.6 Order of precedence. If there is a conflict: (1) the Order Form, (2) the DPA (for data protection matters), (3) this Agreement, (4) published policies.

20.7 Entire agreement; severability; waiver. This Agreement (with documents incorporated by reference) is the entire agreement regarding its subject matter and supersedes prior agreements. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. Failure to enforce a provision is not a waiver.

21. Contact

GDiz LLC — 440 N Barranca Ave #4348, Covina, CA 91723, United States Email: hello@zala.net · Web: zala.net