NORTH POINT MINISTRIES, INC.
TERMS AND CONDITIONS
This document (“Agreement”) is a
legal contract between you and North Point Ministries, Inc. (“North Point”) that governs your use
of North Point’s music packages. BY CLICKING THE “I AGREE” BUTTON YOU ARE
INDICATING THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, THAT YOU
CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS AND THAT YOU ARE
AUTHORIZED TO AGREE TO THIS AGREEMENT ON BEHALF OF THE ENTITY WHICH IS
PURCHASING. IF YOU DO NOT AGREE TO
THE TERMS OF THIS AGREEMENT, YOU SHOULD CLICK “I DO NOT AGREE” AND STOP THE
NORTH POINT MUSIC. As used in this
Agreement, the term “you” or “your” shall refer to the entity,
which is purchasing. The terms below
shall apply if you purchase a Core Package, Accompaniment Track, or Multi-Track
product.
1.
Description of Service
1.01 In exchange for the Core Package fees, Accompaniment Track fees,
Multi-Track fees, (as defined below) and the other obligations set forth herein
and subject to certain limitations as described in this Agreement, you are
granted the non-exclusive and non-assignable right to:
A. A core package (“Core Package”)
that may be purchased for Twenty-Five Dollars ($25.00) for each Title (as
defined below), which includes:
(i) A live performance demo (featuring North Point’s worship team’s performance
of the Title), which is provided in MP3 format (“Performance Track”);
(ii) Chord Charts (rhythm and guitar capo) (“Chord Charts”), which are provided
in the following formats:
1. PDF files in the key used by the
North Point worship leaders (rhythm and guitar capo); and
2. Finale files, which can be edited
to change the key or to make other modifications;
(iii) Lyric sheets with production notes, which are provided in PDF format (“Lyric Sheets”);
(iv) A rhythm drum loop provided in MP3 format (“Loop”). The Loop is provided in the following formats:
(a) Stereo loop; and
(b). Mono loop (panned right) with
click and countoff (panned left).
As a strict condition to the Core Package rights granted herein, you are
only permitted to:
A. Print ten (10) copies of the
following Materials:
(i) Performance Track;
(ii) Rhythm Chart; and
(iii) Lyric Sheets.
B. Print (2) copies of the Guitar Capo chart.
C.Download one (1) copy of each format of the Loop.
B. Accompaniment Track provided in
MP3 format (“Accompaniment Track”)
for Seven Dollars and Fifty Cents ($7.50) for each Title;
C. Multi-Track provided in Data DVD
or CD ROM (“Multi-Track”), complete
with usage instructions for Fifty Dollars ($50.00) for each Title. The Multi-Track may be used for
rehearsals, auditions, or to augment your worship team musicians or replace an
instrument during a live performance;
YOU SHALL NOT MAKE ANY COPIES WHATSOEVER OF ANY ACCOMPANIMENT TRACK AND/OR THE
MULTI-TRACK.
1.02 To access the Core Package, Accompaniment Track, or Multi-Track you may need certain
third-party software such as Adobe Reader, Windows Media or iTunes, Finale and
Pro Tools LE 7.0 for Mac OSX or Pro Tools LE 7.0 for Windows or Cubase SE3 for
Mac OSX or Cubase SE3 for Windows or GarageBand for Mac OSX. You are responsible for any hardware,
systems and/or software program(s) you use and any associated fees and expenses
(a) to connect to the Internet, and /or (b) except as provided herein, to use
any Service Items.
1.03 The Service
Items are only for use by you and are non-transferable.
1.04 The musical
compositions (“Title(s)”) included in
the Materials shall be updated by and determined by North Point in its sole and
absolute discretion.
1.05 The Materials,
excluding the Multi-Track, will be available for you to access at NorthPoint’s
Online Resource Store located at
www.store.northpoint.org. Notwithstanding the foregoing, the Multi-Track
will be mailed in Data DVD or CD ROM format to the address you provide as part
of the Registration Data (as defined below) within several business days after
receipt by North Point of the fee for the Multi-Track.
2. Fees. The Fees and any and
all other charges you incur hereunder for any North Point Music product in
United States Dollars and will be billed to the billing payment method you
designate when ordering the Service. All payments must be made by VISA, Master
Card, or American Express. North
Point Music does not accept cash, checks or any other payment form. You agree that any submissions you
make for electronic purchases constitute your intent and agreement by the terms
hereof and to pay for such purchases. You are responsible for keeping your account secure and confidential and
you will be solely and entirely responsible for any charges that are incurred by
any person through your account.
Unless you notify North Point of any discrepancies or unauthorized charges
within sixty (60) days after they first appear on your credit card statement,
they will be deemed accepted by you for all purposes, including resolution of
any inquiries made by your card issuer. You release North Point from all liabilities and claims of loss resulting
from any error or discrepancy that is not reported to North Point within sixty
(60) days of its first appearance on an invoice or credit card statement. You are responsible for paying any
governmental taxes imposed on your use of the Service, including without
limitation, sales, use or value-added taxes.
3.
Materials. All
Service Items are owned or controlled by North Point, and/or North Point’s
licensors, which retain all right, title and interest in and to same and are
protected by intellectual property laws. You agree that the owners that license their musical or other content to
North Point for use in the Service are intended third-party beneficiaries under
this Agreement with the right to enforce the provisions that directly concern
their content. You understand that
your use of the Service Items is subject to all the terms and conditions of this
Agreement, including without limitation, the Usage Rules provided below. Except as specifically provided for
herein, nothing in this Agreement grants you any right to reproduce, copy or
distribute by any means, method or process whatsoever, any of the Service Items
licensed by this Agreement, including but not limited to, transferring or
downloading the items to a computer hard drive or otherwise copying the items
onto any other storage medium. You may
not authorize, encourage, or allow any items used or obtained by you to be
reproduced, modified, displayed, performed, transferred, distributed, or
otherwise used by anyone else. You
agree to advise North Point promptly of any such unauthorized uses.
4.Usage Rules.
4.01. Your access to
and/or use of any Service Items will be limited by the rules assigned to the
Materials by North Point hereunder (“Usage
Rules”). You may not attempt (or
support others’ attempts) to circumvent, reverse engineer, decrypt, or otherwise
alter or interfere with the items.
Once you make such copies or downloads solely as permitted herein, you agree not
to reproduce, copy, download, distribute or transfer the Materials. All rights not expressly granted to
you in this Agreement are reserved to North Point and/or its licensors, as
applicable. There may be fines or
criminal charges brought if there is a violation of copyright laws, even if
there is not any commercial benefit from the illegal copies. You agree to indemnify and hold North
Point, its parents, subsidiaries, agents, affiliates and/or licensors, as
applicable, harmless for all claims resulting from your use of the items and/or
from your violation of any copyright laws by such use.
4.02 You are
responsible for obtaining and making payment for any public performance licenses
that may be legally required for the use of the Materials. The license and rights granted
herein are not in lieu of any payments which you may owe to CCLI or any other
third party.
5. International Considerations. Currently, the Service is only
available to entities within the United States. You understand and acknowledge that you may not sign up for, access, or
attempt to access or use the Service from countries outside the United States.
6. Trademarks. All
trademarks, service marks, trade names, slogans, logos, and other indicia of
origin that appear on or in connection with the Service are the property of
North Point and/or its affiliates, licensors and/or licensees. You may not copy,
display or use any of these marks without prior written permission of North
Point.
7.
Remedies. You agree that any unauthorized use
of the Service Items will result in irreparable injury to North Point and/or its
licensors for which money damages would not be inadequate, and in such event
North Point shall have the right, in addition to other remedies available at law
and in equity, to immediate injunctive relief against you.
Nothing contained in this Agreement shall
be construed to limit remedies available pursuant to statutory or other claims
that North Point and/or licensors may have under separate legal authority.
8.
Indemnity. You agree to indemnify and hold
harmless North Point and its agents, employees, representatives, licensors,
affiliates, independent contractors, parents and
subsidiaries from and against any and all claims, losses, demands, causes of
action and judgments (including attorneys' fees and court costs) arising from or
concerning your breach of this Agreement and your use of the Service Items and
to reimburse them on demand for any losses, costs or expenses they incur as a
result thereof.
9.
Technology Limitations and
Modifications. North Point
will make reasonable efforts to keep your account and the Service operational. However, certain technical
difficulties or maintenance may, from time to time, result in temporary
interruptions. North Point will make
reasonable efforts to notify you at least twenty-four (24) hours in advance of
any downtime that it anticipates in advance will exceed one (1) hour.North Point shall not be liable to
you or to any third party for any of the direct or indirect consequences of any
modification, malfunction, suspension, discontinuance of or interruption to or
of the Service.
10.
Termination.North Point may, in its sole discretion, terminate this Agreement at
any time without notice to you if you breach (or North Point reasonably suspects
that you have breached) any provision of this Agreement.
If North Point terminates this Agreement
for any of the reasons set forth in this paragraph, it shall have no liability
or responsibility to you, and North Point will not refund any amounts that you
have previously paid.
You understand and
agree that you canceling your account is your sole right and remedy with respect
to any dispute with North Point and the Fee is non-refundable in all
circumstances.
11. Disclaimers.
11.01 You understand and agree that
your use of the Service Items is at your own sole risk. THE SERVICE ITEMS ("PRODUCTS") ARE PROVIDED "AS IS" AND
WITHOUT WARRANTY BY NORTH POINT OR ITS AGENTS, EMPLOYEES, PARENTS, SUBSIDIARIES,
AFFILIATES, LICENSORS, BUSINESS PARTNERS AND/OR SUPPLIERS (THE "NORTH POINT ENTITIES"), AS
APPLICABLE, AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE NORTH
POINT ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND ANY WARRANTY OF NONINFRINGEMENT. THE NORTH POINT ENTITIES
DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE
RESULTS OF THE USE OF THE PRODUCTS WITH RESPECT TO PERFORMANCE, ACCURACY,
RELIABILITY, SECURITY CAPABILITY OR OTHERWISE. YOU WILL NOT HOLD ANY NORTH POINT
ENTITY RESPONSIBLE FOR ANY DAMAGES THAT RESULT FROM YOU ACCESSING (INCLUDING ANY
SOFTWARE OR SYSTEMS YOU USE TO ACCESS) THE SERVICE OR USING THE PRODUCTS
INCLUDING, BUT NOT LIMITED TO, DAMAGE TO ANY COMPUTER, SOFTWARE OR SYSTEMS YOU
USE TO ACCESS SAME.
11.02 UNDER NO CIRCUMSTANCES SHALL ANY NORTH POINT ENTITY BE LIABLE TO YOU FOR
ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES ARISING OUT OF THE USE OR
INABILITY TO USE THE PRODUCTS. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE
ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS
PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH
PARTICULAR CIRCUMSTANCE, THE NORTH POINT ENTITIES SHALL BE ENTITLED TO THE
MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW
OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE, AND IN NO
EVENT SHALL SUCH DAMAGES OR LIABILITY EXCEED FIVE HUNDRED UNITED STATES DOLLARS
(U.S. $500.00).
12.
Law and Legal Notices. This
Agreement represents your entire agreement with North Point with respect to your
use of the Service Items. Notwithstanding anything to the contrary
set forth above, North Point reserves the right, at any time, to change the Fee
or the terms of this Agreement provided that upon effective notice to you, which
shall include notice sent to your designated email address that if any such
change is unacceptable to you, you agree that your only recourse is to terminate
your use of the Service by notifying North Point in writing. Your continued use of the Service
following the effective date of such a change shall constitute your acceptance
of the change. Your acceptance of
this Agreement means that you give consent to North Point to email you with
notices concerning a material change in the terms of this Agreement or to the
Service. If any part of this
Agreement is held invalid or unenforceable, that portion shall be construed in a
manner consistent with applicable law to reflect, as nearly as possible, the
original intentions of the parties, and the remaining portions shall remain in
full force and effect. The laws of the State of Georgia, excluding its conflicts
of law rules, govern this Agreement and your use of the Service Items.
You expressly agree that the courts in
the State of Georgia, Fulton County, have exclusive jurisdiction over any claim
or dispute with North Point or relating in any way to your account or your use
of the Service Items. You further agree
and expressly consent to personal jurisdiction over you in the federal and state
courts in Fulton County in connection with any such dispute including any claim
involving North Point or its partners, parents, licensors, affiliates,
subsidiaries, employees, contractors, officers, directors or suppliers.