MY BIG BACKYARD LIMITED LICENSE AGREEMENT
PLEASE READ: USE OF THE MATERIALS IN THIS PACKAGE LEGALLY BINDS THE ORGANIZATION TO THE TERMS OF THIS LICENSE AGREEMENT. If you do not agree to these terms, please do not use these materials.
1. INTRODUCTION. North Point Ministries, Inc. (“NPM”) grants to the church or other ministry organization (the “Organization”) which purchased this curriculum package (“the “Curriculum Package”) a limited license to use NPM’s proprietary Content and Trademarks (as defined below) strictly as set forth in this agreement (the “Agreement”).
2. RIGHTS INCLUDED. The My Big Backyard Curriculum Package – commercially known as My Big Backyard – includes trademarks, logos, and brands (collectively, “Trademarks”) and images, video, audio, music, and other copyrighted content (collectively, “Content”).
3. LIMITED LICENSE. Subject to the terms of this Agreement, NPM grants to the Organization a limited, non-exclusive, royalty-free license during the Term to display and reproduce the Trademarks in accordance with trademark usage guidelines communicated by NPM from time to time and to reproduce, display, and perform the Content, in each case solely on the Organization’s premises (the Trademarks may be also displayed on the Organization’s web site solely to identify the program) only as reasonably needed to promote, display, perform, and conduct the ministry program described in the Curriculum Package. The Organization 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 Organization. All use of the Trademarks inures to the benefit of NPM. The Organization agrees not to alter the Trademarks or the Content without prior written approval from NPM. The Organization 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 Organization acknowledges that representatives of NPM may, on reasonable notice, inspect said programs to confirm conformance with these standards.
4. NO SUBLICENSE OR ASSIGNMENT. The license granted by this Agreement does not permit the Organization to license or share the Trademarks or the Content to or with, or to assign this Agreement to, any other person or organization without the prior written approval of NPM. Any attempted sublicense or assignment without such approval is null and void and constitutes a material breach of this Agreement.
5. TERRITORY/TERM. The “Territory” is the United States of America. The “Initial Term” is one year from the date of purchase. This Agreement will automatically renew for subsequent one (1) year periods (each, a “Renewal Term”) unless (i) NPM, at any time and in its sole discretion, provides notice after the Term that the Agreement will not renew, or (ii) NPM makes available for license a revised or replacement version of the Curriculum Package, in either which case this Agreement will terminate as of the end of the Initial Term or then- current Renewal Term, as the case may be. The Initial Term and any Renewal Terms are collectively defined as the “Term.”
6. VALID RIGHTS/NOTICE OF INFRINGEMENT. The Organization acknowledges that the Trademarks are valid and valuable trademarks exclusively owned by NPM and the copyrightable components of the Content are copyrighted works exclusively owned by NPM and/or its licensors. The Organization will not challenge or dispute NPM’s exclusive rights in and to the Trademarks or the Content, and agrees to provide prompt written notice to NPM in the event that the Organization learns that any person or organization infringed or is infringing upon NPM’s rights to the Trademarks or the Content.
7. RIGHT TO LICENSE. NPM represents that, to the best of its knowledge, it has the right to license the Trademarks and the Content to the Organization for the uses set forth in this Agreement. NPM MAKES NO OTHER WARRANTY , EXPRESS OR IMPLIED, REGARDING THE CURRICULUM PACKAGE, TRADEMARKS OR CONTENT, AND EXPRESSLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. INDEMNIFICATION/INSURANCE. The Organization agrees to defend, indemnify, and hold harmless NPM and its subsidiaries, officers, directors, employees, members, and agents against any claim, dispute, loss, expenses, damages, or other liability arising in whole or in part from the Organization’s breach of this Agreement or use of the Trademarks or Content, except solely for those claims that arise directly and solely from NPM’s gross negligence or breach of this Agreement. The Organization represents that it carries general liability insurance (including coverage for the indemnification obligation in this Agreement), that it will add NPM as an additional insured under said policy, and that it will provide NPM with a certificate of insurance indicating same promptly upon NPM’s request.
9. LIMITATION OF LIABILITY. NPM’s maximum liability to the Organization under this Agreement will be the refund of the amount paid by the Organization for the Curriculum Package. IN NO EVENT WILL NPM 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.
10. RELATIONSHIP. This Agreement does not create any affiliate, partnership, joint venture, or agency relationship between NPM and the Organization, and the Organization agrees not to imply that any such relationship exists.
11. TERMINATION. NPM reserves the right to terminate this Agreement at any time with no refund in the event of the Organization’s breach of any term of this Agreement. Additionally, NPM 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 Organization in the event NPM discovers that a Trademark or component of Content infringes upon the rights of any third party.
12. WAIVER. Failure by NPM 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.
13. GOVERNING LAW/DISPUTE RESOLUTION. This Agreement shall be interpreted under the laws of the State of Georgia without regard to conflict of law provisions. Any dispute, controversy, or claim arising under, out of, in connection with, or in relation to this Agreement will be subject to mediation conducted in accordance with the Rules of Procedure for Christian Conciliation (the “Rules”) as established by the Institute for Christian Conciliation (a division of Peacemaker Ministries) located in Billings, Montana. If the parties fail to resolve the conflict through mediation, then the matter will be resolved through final and binding arbitration conducted in accordance with and subject to the Arbitration Rules contained within the Rules or such other mutually agreeable arbitration method. The mediation sessions or arbitration hearings will be held in Atlanta, Georgia.
Judgment upon any award rendered in arbitration may be entered in any court located in Fulton County, Georgia having jurisdiction thereof. In addition to any other relief, the prevailing party shall be entitled to recover its costs including reasonable attorneys’ fees. This paragraph does not prevent NPM from seeking an injunction or other extraordinary relief to protect or stop the infringement of the Trademarks or the Content, and the Organization agrees that NPM shall be entitled to seek injunctive relief to stop such infringement.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all other written oral statements or previous agreements regarding the Environment Package, Trademarks, or Content.