Terms of service

1. Agreement to terms

These Terms of Service ("Terms") constitute a legally binding agreement between CFR Nominees USA, LLC, a Texas limited liability company doing business as Campfront ("Provider", "we", "us", or "our"), and you ("User", "you", or "your") governing your access to and use of the Campfront platform, including all associated content, features, and services (the "Platform").

By accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are accessing or using the Platform on behalf of a company, organization, or other entity ("Organization"), you represent and warrant that you have the authority to bind that Organization to these Terms, and "you" and "your" shall refer to both you individually and to such Organization.

If you do not agree to these Terms, you must not access or use the Platform.

2. User obligations

As a condition of using the Platform, you agree to:

(i) Provide accurate, current, and complete information during registration and maintain and promptly update such information;

(ii) Maintain the security and confidentiality of your login credentials and immediately notify us of any unauthorized use of your account;

(iii) Be responsible for all activities that occur under your account;

(iv) Use the Platform only for lawful purposes and in accordance with these Terms;

(v) Not attempt to gain unauthorized access to any part of the Platform, other Users' accounts, or any systems connected to the Platform;

(vi) Not use the Platform to transmit any material that is unlawful, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable;

(vii) Comply with all applicable federal, state, local, and international laws and regulations in connection with your use of the Platform.

3. Platform description

The Platform is a software-as-a-service ("SaaS") application designed to assist camps, outdoor education providers, and similar organizations ("Camps") in managing their operations, including but not limited to attendee registration, staff management, scheduling, and communication. The specific features and functionalities available may vary by subscription plan and may be modified by Provider from time to time.

4. Fees and payment

(a) Fees

Access to the Platform is subject to fees based on User's usage, which may include per-enrollment fees, SMS and messaging charges, and fees for optional add-on services such as facial recognition, each as described on the Platform or in an executed order form.

(b) Billing and payment

Unless otherwise agreed in writing, fees are calculated based on User's usage during the preceding monthly billing period and are automatically charged to User's payment method on file (credit card, debit card, or Stripe balance, as selected by User) on a monthly basis. User agrees to maintain a valid payment method on file at all times during the term of this Agreement. A valid payment method on file is required to use paid features of the Platform, including enrollment processing, SMS messaging, and add-on services; Provider may restrict access to such features if no valid payment method is on file. All fees are quoted in United States Dollars and are non-refundable except as required by applicable law. Provider reserves the right to modify its fee schedule upon thirty (30) days' prior written notice to User.

(c) Taxes

All fees are exclusive of applicable taxes. User is responsible for all sales, use, and similar taxes arising from User's use of the Platform, excluding taxes based on Provider's net income.

(d) Late payment

If payment is not received by the due date, Provider reserves the right to: (i) suspend access to the Platform; and (ii) assess late fees at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

5. Intellectual property

(a) Provider IP

The Platform, including all software, designs, text, graphics, interfaces, and other content, is the exclusive property of Provider or its licensors and is protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants User any right, title, or interest in the Platform except the limited right to use it as expressly authorized herein.

(b) User content

User retains ownership of all data, content, and materials that User submits, uploads, or otherwise provides through the Platform ("User Content"). User is solely responsible for the accuracy, quality, and legality of User Content.

6. Acceptable use

User shall not:

• Copy, modify, distribute, sell, or lease any part of the Platform or its content;
• Reverse engineer, disassemble, or decompile any part of the Platform;
• Use the Platform for any purpose that is illegal, fraudulent, or harmful;
• Interfere with or disrupt the integrity or performance of the Platform;
• Attempt to gain unauthorized access to the Platform or related systems;
• Use any automated system, including bots, scrapers, or similar technology, to access the Platform without Provider's express written permission.

7. Data license

By using the Platform and inputting data ("Data") into the Platform, User grants Provider a non-exclusive, worldwide, royalty-free license for the duration of the Agreement to use, copy, modify, and display such Data solely to the extent necessary to provide, maintain, and improve the Platform services as described in this Agreement. This license terminates upon the expiration or termination of this Agreement, except with respect to Aggregated Data as defined below. "Aggregated Data" means Data that has been de-identified and aggregated such that it cannot reasonably be used to identify any individual User or Attendee. Provider may create, use, and share Aggregated Data with its parent company, affiliates, and subsidiaries for business analytics, product improvement, and industry benchmarking purposes, provided that such Aggregated Data complies with the de-identification requirements of applicable law, including the CCPA and TDPSA. For the avoidance of doubt, Provider shall not use identifiable Data for any purpose unrelated to the provision of the Platform services, including but not limited to marketing to third parties, selling Data, or sharing identifiable Data for advertising purposes.

7A. Data processing terms

(a) Processing limitations

Provider shall process Data solely on behalf of and in accordance with User's documented instructions and solely for the purpose of providing the Platform services. Provider shall not: (i) sell Data; (ii) retain, use, or disclose Data for any commercial purpose other than providing the Platform services; (iii) retain, use, or disclose Data outside of the direct business relationship between Provider and User; or (iv) combine Data with personal information received from or on behalf of another person except as permitted by applicable law.

(b) Security

Provider shall implement and maintain reasonable administrative, technical, and physical security measures designed to protect Data from unauthorized access, use, alteration, and destruction, as further described in the Privacy Policy. Such measures shall be appropriate to the nature and sensitivity of the Data processed, including the processing of health-related information and information about minor Attendees.

(c) Sub-processors

Provider may engage sub-processors to assist in providing the Platform services, provided that: (i) Provider maintains a list of sub-processors, which shall be made available to User upon request; (ii) Provider enters into written agreements with each sub-processor imposing data protection obligations no less protective than those in this Section 7A; and (iii) Provider remains responsible for the acts and omissions of its sub-processors.

(d) Data breach notification

Provider shall notify User without unreasonable delay after becoming aware of any Security Breach affecting Data. "Security Breach" means any unauthorized access to, or acquisition, use, or disclosure of, Data that compromises the security, confidentiality, or integrity of such Data. The notification shall include, to the extent known: (i) a description of the nature of the breach; (ii) the categories and approximate number of individuals affected; (iii) the likely consequences of the breach; and (iv) the measures taken or proposed to address the breach.

(e) Data return and deletion

Upon the expiration or termination of this Agreement, Provider shall, at User's election: (i) return all Data to User in a structured, commonly used, and machine-readable format; or (ii) securely delete all Data within sixty (60) days, except to the extent retention is required by applicable law. Provider shall certify in writing that such deletion has been completed upon User's request.

8. Warranties and disclaimers

(a) Provider warranties

Provider warrants that: (i) the Platform will perform substantially in accordance with its documentation; and (ii) Provider will use commercially reasonable efforts to maintain the availability of the Platform. Provider does not warrant that the Platform will be uninterrupted, error-free, or secure.

(b) Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

(c) User acknowledgment

User acknowledges that the Platform is not designed to be a substitute for professional advice in any field, including but not limited to medical, legal, financial, or safety advice.

9. Indemnification

User agrees to indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (i) User's use of the Platform; (ii) User's breach of these Terms; (iii) User's violation of any applicable law or regulation; or (iv) any content submitted, posted, or transmitted through User's account.

10. Limitation of liability

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY USER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

(c) THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

11. Termination

(a) Provider termination for cause

Provider may terminate these Terms immediately upon written notice if User: (i) breaches any material provision of these Terms and fails to cure such breach within thirty (30) days after receiving written notice; (ii) becomes insolvent or files for bankruptcy; or (iii) engages in any activity that threatens the security or integrity of the Platform.

(b) Provider termination for convenience

Provider may terminate these Terms for any reason upon sixty (60) days' prior written notice to User.

(c) Survival

The following Sections shall survive any termination or expiration of these Terms: Sections 5 (Intellectual Property), 7A (Data Processing Terms), 9 (Indemnification), 10 (Limitation of Liability), 12 (Governing Law), and 13 (Dispute Resolution).

(d) Effect of termination

Upon any termination or expiration of this Agreement: (i) all licenses granted hereunder shall immediately terminate (except as expressly set forth in this Section); (ii) User shall cease all use of the Platform; and (iii) Provider shall fulfill its obligations under Section 7A(e) regarding Data return or deletion.

12. Governing law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-law provisions. Any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in Travis County, Texas, and the parties irrevocably consent to personal jurisdiction and venue therein.

13. Dispute resolution

(a) Informal resolution

Prior to initiating any formal proceeding, the parties agree to attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiations for a period of thirty (30) days following written notice of the dispute.

(b) Arbitration

If the dispute cannot be resolved through informal negotiations, either party may submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall take place in Travis County, Texas. The arbitrator's decision shall be final and binding.

(c) Exceptions

Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

14. Amendments

Provider reserves the right to amend, modify, or update these Terms of Service at any time. No prior notice of any amendment(s) is required. All changes are effective immediately when posted. Continued use of the Platform constitutes acceptance of the revised Terms. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

15. Miscellaneous

(a) Entire agreement

These Terms, together with the Privacy Policy and any applicable order form, constitute the entire agreement between User and Provider regarding the subject matter hereof and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written.

(b) Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

(c) Waiver

The failure of either party to enforce any provision of these Terms shall not be construed as a waiver of such provision or the right to enforce it at a later time.

(d) Assignment

User may not assign or transfer these Terms, or any rights or obligations hereunder, without Provider's prior written consent. Provider may assign these Terms without restriction.

(e) Notices

All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by nationally recognized overnight courier to the address specified in the applicable order form or, for Provider, to the address listed on the Platform.

Contact information

CFR Nominees USA, LLC d/b/a Campfront
Email: support@campfront.com
Website: www.campfront.com