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1. INTRODUCTION. Nazarene Publishing House (d/b/a The Foundry Publishing) (“Foundry”) grants to the church, other organization, or individual (the “Licensee”) which purchases this curriculum subscription or other digital content license (the “License”) a limited license to use certain of Foundry’s proprietary Content and Trademarks (as defined below) strictly as set forth in this agreement (the “Agreement”). By agreeing to these terms at purchase or using the Content or Trademarks, you agree to legally bind Licensee to the terms of this Agreement.
2. RIGHTS INCLUDED. Depending on the License purchased, it may include trademarks, logos, and brands (collectively, “Trademarks”) and curriculum materials, Bible studies, eBooks, articles, music, images, messages, artwork, graphics files, video recordings, audio recordings, posters, text, data, and other copyrighted content in any format or medium (collectively, “Content”). The License is limited to only the specific Trademarks and Content included in the materials made available by Foundry as part of the Content package licensed by the Licensee.
3. LIMITED LICENSE. Subject to the terms of this Agreement, Foundry grants to the Licensee a limited, non-exclusive, royalty-free license during the Term to display and reproduce the Trademarks and to reproduce, display, and perform the Content, in each case solely in order to promote, display, perform, and conduct the program described in the License. The Licensee agrees not to use any Trademark or Content in, on, or associated with any for-sale products or services, including products or services sold to members of the Licensee. The Licensee agrees not to alter or adapt the Trademarks or content without prior written approval from Foundry and all use of the Trademarks inures to the benefit of Foundry. The Licensee agrees to maintain a high level of integrity, quality, and Biblical consistency in the programs in which it uses the Trademarks or the Content. The Licensee acknowledges that representatives of Foundry may, on reasonable notice, inspect said programs to confirm conformance with the standards referenced in this Agreement.
4. NO SUBLICENSE OR ASSIGNMENT. The License granted by this Agreement does not permit the Licensee to sublicense the Trademarks or the Content, or assign this Agreement, to any other person or organization without the prior written approval of Foundry. Any attempted sublicense or assignment without such approval is null and void and constitutes a material breach of this Agreement.
5. USAGE LIMITATIONS. Use of this digital content is limited to users for whom a license has been purchased. If multiple users will be accessing, receiving, or using the digital content, licenses must be purchased equal to the number of users. For Licenses purchased by individuals, access and use is limited to personal use in a private home setting. For Licenses purchased by churches and other organizations, or Licenses purchased by individuals on behalf of churches or other organizations, access to the Content and Trademarks is limited to staff and volunteers of the Licensee solely to conduct its program and display and distribution is limited to use within the facilities in which Licensee conducts its worship services and discipleship gatherings. It is the responsibility of the person purchasing the License on behalf of the Licensee to ensure the limitations of this Agreement are communicated to all staff and volunteers who access the Content and/or Trademarks. POSTING ANY CONTENT OR TRADEMARKS, IN WHOLE OR IN PART, ON LICENSEE WEBSITES OR OTHER WEB SITES (E.G. YOUTUBE OR FACEBOOK), HOSTING CONTENT OR TRADEMARKS ON LICENSEE NETWORKS, STREAMING CONTENT OR TRADEMARKS, AND USE OF ANY CONTENT OR TRADEMARKS IN FOR-SALE OR COMMERCIAL PRODUCTS OR SERVICES ARE STRICTLY PROHIBITED AND WILL AUTOMATICALLY VOID THE LICENSE.
6. TERRITORY/TERM. The “Territory” is worldwide. The “Term” is six (6) months from purchase date unless otherwise stated in the License. Sections 4, 5, 7-11, and 13-16 will survive termination or expiration of this Agreement.
7. VALID RIGHTS/NOTICE OF INFRINGMENT. The Licensee acknowledges that the Trademarks are valid and valuable trademarks exclusively owned by Foundry and the copyrightable components of the Content are copyrighted works exclusively owned by Foundry and/or its licensors. Licensee retains all rights to the Trademarks and Content not expressly licensed. The Licensee will not challenge or dispute Foundry’s exclusive rights in and to the Trademarks or the Content, and agrees to provide prompt written notice to Foundry in the event that the Licensee learns that any person or organization infringed or is infringing upon Foundry’s rights to the Trademarks or the Content.
8. WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE CONTENT, TRADEMARKS AND LICENSE ARE PROVIDED “AS IS”. Foundry represents that, to the best of its knowledge, it has the right to license the Trademarks and the Content to the Licensee for the uses set forth in this Agreement. FOUNDRY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING THE LICENSE, TRADEMARKS OR CONTENT, AND EXPRESSLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. INDEMNIFICATION/INSURANCE. The Licensee agrees to defend, indemnify, and hold harmless Foundry and its subsidiaries, affiliates, officers, directors, employees, members, agents, and all of their successors and assigns against any claim, dispute, loss, expenses, damages, or other liability arising in whole or in part from the Licensee’s breach of this Agreement or use of the Trademarks or Content, except solely for those claims that arise directly and solely from Foundry’s gross negligence or breach of this Agreement. During the Term, the Licensee represents that it carries general liability insurance (including coverage for the indemnification obligation in this Agreement), provided, however, this obligation to carry insurance is waived for a Licensee purchasing a License solely for personal use.
10. LIMITATION OF LIABILITY. Foundry’s maximum liability to the Licensee related in any way to this Agreement, the License, Trademarks, or Content will be the refund of the amount paid by the Licensee for the License. IN NO EVENT WILL FOUNDRY HAVE ANY LIABILITY TO THE ORGANIZATION FOR ANY OTHER AMOUNTS OR FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER OR NOT THE ORGANIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. RELATIONSHIP. This Agreement does not create any affiliate, partnership, joint venture, or agency relationship between Foundry and the Licensee, and the Licensee agrees not to imply that any such relationship exists.
12. DATA/LINKS. The Licensee agrees that Foundry and its affiliates may collect and use aggregated data regarding the Licensee’s use of the Content in order to improve Foundry’s products and services, or to provide customized services to the Licensee. The Content may include links to third party sites. The third party sites are not under Foundry’s control, and Foundry is not responsible for their content, or any links contained in them. Foundry is providing these links as a convenience, and the inclusion of any link does not imply endorsement by Foundry.
13. TERMINATION. Foundry reserves the right to terminate this Agreement at any time with no refund in the event of the Licensee’s breach of any term of this Agreement. Additionally, Foundry reserves the right at any time to terminate the license to a specific Trademark or component of Content with a pro-rata refund to the Licensee in the event Foundry discovers that a Trademark or component of Content infringes upon the rights of any third party.
14. WAIVER. Failure by Foundry to enforce any term of this Agreement will not be deemed a waiver of its right to enforce that or any other term of this Agreement or any other agreement that exist between the parties.
15. GOVERNING LAW. This Agreement shall be interpreted under the laws of the State of Missouri without regard to conflict of law provisions.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all other written or oral statements or previous agreements regarding the License, Trademarks, or Content.
[Updated March 30, 2021]
[UL.6MoT]