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.