INTRODUCTION. North Point Ministries, Inc. (“NPM”) grants to the church, ministry, or other organization (the “Organization”) which purchased the “Lyric Video” a limited license to use NPM’s proprietary Content and Trademarks (as defined below) strictly as set forth in this agreement (the “Agreement”) to facilitate the Organization in utilizing the content in the Organization’s own Children’s worship environment(s).
RIGHTS INCLUDED. Depending on the Lyric Video licensed, the Lyric Video may include video content, audio content, graphic designs, images, and/or other copyrighted content (collectively, “Content”) and trademarks, logos and brands (collectively, “Trademarks’) related to NPM’s Children’s Department. This license does not permit any use of other NPM trademarks, logos, brands or copyrighted content other than that included in the Lyric Video which is strictly related to the NPM Series. 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 Content in the Lyric Video and to display the Trademarks (in accordance with trademark usage guidelines communicated by NPM from time to time) only as reasonably necessary to display the Lyric Video. The Lyric Video may be performed solely on the Organization’s premises and may be promoted solely to the Organization’s membership. The Organization agrees not to use any Trademark or Content in, on, or associated with any for-sale or not-for-sale products or services. The Lyric Video may not be posted on the Organization’s website or on any third-party websites (i.e., YouTube, Facebook, Vimeo). All use of the Trademarks inures to the benefit of NPM. The Organization agrees that the Content will not be edited in any way. The Organization agrees not to alter the Trademarks without prior written approval from NPM. The Organization acknowledges that representatives of NPM may, on reasonable notice, inspect any use of the Content or Trademarks to confirm conformance with these standards.
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. TERRITORY/TERM. The “Territory” is the United States of America. The “Term” is two years from the date of purchase. 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.
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 LYRIC VIDEO, TRADEMARKS OR CONTENT, AND EXPRESSLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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), and that it will provide NPM with a certificate of insurance indicating same promptly upon NPM’s request.
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 Lyric Video. 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.
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.
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. 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. 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.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all other written oral statements or previous agreements regarding the Lyric Video, Trademarks, or Content.