Legal
Munispan™ Municipality Master Service Agreement
Version 2026-08-03
1. Parties and acceptance
This Municipality Master Service Agreement (“Agreement”) is between VenueCore Systems (“Provider”, “we”, “us”) operating the Munispan™ software-as-a-service platform, and the municipality or local government entity creating or using an account (“Municipality”, “you”).
By checking the acceptance boxes, typing your name and title, and submitting signup or the in-app acceptance form, you represent that you have authority to bind the Municipality and that the Municipality agrees to this Agreement (version 2026-08-03). Electronic acceptance is intended to have the same force as a signed writing.
This Agreement governs the SaaS / platform relationship. Online resident payment processing may require a separate Stripe Connect / Online Payments agreement inside the application; that payments agreement is additional, not a substitute for this Agreement.
2. The service
Munispan™ is a multi-tenant municipal ERP platform. Modules, features, and pricing may change. Marketing and help materials describe operational capabilities; they are not legal advice and do not certify compliance with any government filing, audit, or statutory standard.
The Municipality is solely responsible for how it configures and uses the service, including accounting setup, users, data accuracy, exports, and any filings with state or federal agencies.
3. Accounts, access, and security
Each staff user must have a unique login. Password sharing is prohibited. Two-factor authentication is mandatory for all staff and platform logins.
The Municipality must promptly remove access for departing staff, safeguard authenticator devices and recovery codes, and protect any API tokens or website integration credentials issued to it.
Provider may suspend access if fees are unpaid, if the account is compromised, or if use creates risk to the platform, other customers, or Provider.
4. Fees — NO REFUNDS OF ANY KIND
ALL FEES PAID OR OWING TO VenueCore Systems FOR Munispan™ — INCLUDING WITHOUT LIMITATION BASE PLATFORM SUBSCRIPTION FEES, MODULE FEES, SETUP FEES, VOLUME OR PERCENTAGE FEES, TRIAL CONVERSION CHARGES, AND ANY OTHER PLATFORM CHARGES — ARE FINAL AND NON-REFUNDABLE.
PROVIDER OFFERS NO REFUNDS OF ANY KIND TO ANYONE FOR ANY REASON, TO THE MAXIMUM EXTENT PERMITTED BY LAW. This includes dissatisfaction, unused time, cancellation, downgrades, outages, data issues, or any other claim.
If a free trial is offered, the Municipality must cancel before the trial ends (using the process Provider specifies) to avoid conversion charges. Once a platform charge is processed, it is non-refundable.
Initiating a chargeback or payment dispute for a valid platform charge is a material breach; Provider may suspend service, pursue the dispute, and recover costs.
5. Resident payments, refunds, and chargebacks — Municipality sole responsibility
If the Municipality enables online payments, utilities, tax, licensing, or any module that collects money from residents, taxpayers, or the public, the Municipality is solely responsible for all customer-facing refunds, credits, returns, chargebacks, disputes, retrievals, and related bank or card network fees.
VenueCore Systems AND Munispan™ DO NOT ISSUE REFUNDS TO RESIDENTS OR TAXPAYERS AND ARE NOT RESPONSIBLE FOR RESIDENT CHARGEBACKS OR DISPUTES. The Municipality must handle those directly under its own policies and any payment processor (including Stripe Connect) agreements.
Platform or convenience fees retained by Provider on resident transactions, if any, are non-refundable to the Municipality and to the resident except as required by non-waivable law.
The Municipality will not instruct residents to seek refunds from Provider and will not represent that Provider provides resident refunds.
6. Indemnification
The Municipality will defend, indemnify, and hold harmless VenueCore Systems, its officers, owners, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Municipality’s use of the service; (b) resident, taxpayer, or third-party claims about fees, refunds, chargebacks, tax, licensing, or services; (c) data the Municipality enters or exports; (d) the Municipality’s violation of law or this Agreement; and (e) unauthorized access caused by the Municipality’s failure to secure accounts or credentials.
7. Data and privacy
The Municipality remains responsible for municipal records retention, public records / FOIL-type obligations, and notices to individuals whose data it enters. Provider processes municipality data to provide the service as described in the Privacy Policy.
Provider does not sell personal information and does not use municipality resident data for advertising.
8. Acceptable use
The Municipality may use the service only for lawful local-government administrative purposes. Prohibited: reverse engineering; attacking or overloading systems; uploading malware; accessing another tenant’s data; or using the service to violate law.
9. Disclaimer of warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Provider does not warrant uninterrupted or error-free operation, or that the service will satisfy every statutory, audit, or filing requirement of the Municipality’s jurisdiction.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
PROVIDER’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS THE MUNICIPALITY ACTUALLY PAID TO PROVIDER FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY BEFORE THE CLAIM. IF THE MUNICIPALITY HAS PAID NOTHING IN THAT PERIOD, PROVIDER’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS (US $100).
11. Term and termination
This Agreement starts on electronic acceptance and continues while the Municipality has an account. Either party may terminate for material breach if not cured within a commercially reasonable period after notice, or as otherwise allowed by Provider’s cancellation process.
Termination does not entitle the Municipality to any refund. Sections on fees, no refunds, resident chargebacks, indemnification, disclaimers, and limitation of liability survive termination.
12. Changes; governing law
Provider may update this Agreement by publishing a new version and requiring re-acceptance before continued use. Continued use after required re-acceptance constitutes agreement to the new version.
Except where municipal procurement or non-waivable law requires otherwise, this Agreement is governed by the laws of the State of New York, without regard to conflict-of-law rules, and exclusive venue lies in state or federal courts located in New York, unless a court of competent jurisdiction requires otherwise for a municipal party.
If any provision is unenforceable, the remainder stays in effect. This Agreement, together with the Privacy Policy, Refund Policy, and Terms of Service published on munispan.com (and any separate Connect agreement if accepted), is the entire agreement on the subject matter and supersedes prior conflicting discussions about platform fees and refunds.
13. Acknowledgment of key risk allocation
THE MUNICIPALITY ACKNOWLEDGES THAT: (1) PROVIDER OFFERS NO REFUNDS OF ANY KIND TO ANYONE FOR ANY REASON; (2) THE MUNICIPALITY ALONE IS RESPONSIBLE FOR ALL RESIDENT AND TAXPAYER REFUNDS, CHARGEBACKS, AND DISPUTES; AND (3) THE MUNICIPALITY HAS READ THIS AGREEMENT AND AGREES TO BE BOUND.
Also see: Terms of Service · Privacy Policy · Refund Policy