IRRESISTIBLE CHURCH NETWORK CONTENT LICENSE AGREEMENT
PLEASE READ: YOUR ACCEPTANCE LEGALLY BINDS YOU OR THE ORGANIZATION YOU ARE ACTING ON BEHALF OF TO THE TERMS OF THIS LICENSE AGREEMENT.
INTRODUCTION. North Point Ministries, Inc. (“NPM”) grants to the individual (“Individual”), church, or other ministry organization (church or other organization, collectively, the “Organization”) (Individual and Organization may be referred to collectively as the “Licensee”) who purchased this subscription (the “Subscription”) 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 Individual’s leadership and spiritual growth or the Organization’s training of its staff, volunteers, membership, and/or regular attendees.
RIGHTS INCLUDED. Licensee’s Subscription may include video content, audio content, text material in electronic form, graphic designs, images, and/or other copyrighted content (collectively, “Content”) and trademarks, logos and brands (collectively, “Trademarks’) included in the relevant type of Subscription. This license does not permit any use of other NPM trademarks, logos, brands or copyrighted content other than those included in your Subscription. Certain Content or Trademarks, as indicated by NPM, may be available for Licensee to download, edit, or otherwise create or store a local copy. Unless an item of Content or a Trademark is expressly noted by NPM as downloadable, Licensee agrees not to download, edit, or store it.
ORGANIZATION LIMITED LICENSE. This section only applies to Organization Subscriptions.
Subject to the terms of this Agreement, NPM grants to the Organization a limited, personal, non-exclusive, royalty-free license during the Term and within the Territory to: (i) access, reproduce, distribute, transmit, display, and perform components of the Content solely to Organization staff, volunteers, members, and regular attendees (collectively, the “Authorized Parties”) and solely for ministry training purposes on Organization’s premises or at an event owned or controlled by Organization, whether or not on Organization premises (e.g. men’s and women’s retreats, special training sessions or series, etc.) where attendance is limited solely to Authorized Parties (“Organization Events”); (ii) adapt ideas and Content to create ministry training materials contextualized for the Organization (each an “Adaptation”); and (iii) to reproduce and display the Trademarks (in accordance with trademark usage guidelines communicated by NPM from time to time) only as reasonably necessary to distribute, transmit, perform, display, and promote the Content as part of Organization’s ministry training.
The Content may be viewed solely by Authorized Parties and solely displayed and performed on the Organization’s premises or at Organization Events. The Organization may not promote or otherwise make the Content available or accessible in any way outside of the Authorized Parties. The Organization may not require payment for admission to any Organization Event or other Organization session involving the Content, excluding a reasonable fee unrelated to the Content to cover the cost of such an Organization Event or session (e.g. renting a campground for an Organization men’s or women’s retreat). The Organization agrees not to use any Trademark or Content in, on, or associated with any for-sale products or services except as expressly provided above. 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, provided, however, that the Organization may adapt, reorganize, and otherwise edit the Content to contextualize the Content for the Organization and Authorized Parties, while maintaining theological and Biblical consistency in accordance with the North Point Community Church’s “What We Believe” Statement, as amended from time to time. Organization will receive or create certain credentials to access the Content through its Subscription account. Organization may disclose these login credentials to any Authorized Parties necessary to accomplish Organization’s ministry training, provided, however, Organization is responsible for all activity that occurs under its Subscription account regardless of whether Organization had knowledge of such activity. Any violation of these license terms by any party accessing the Content via Organization’s Subscription account may result in termination of Organization’s Subscription or other appropriate sanctions as determined by NPM in its discretion.
The Organization agrees to maintain a high level of integrity, quality, and Biblical consistency, as determined by NPM, in the Adaptations. 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. Any use of the Content in print or electronic form, including descriptions of audio or video recordings, must include the following attribution:
This material is derived from content owned by North Point Ministries, Inc. ©2020 North Point Ministries, Inc. Used with permission. All rights reserved.
INDIVIDUAL LIMITED LICENSE. This section only applies to Individual Subscriptions. Subject to the terms of this Agreement, NPM grants to the Individual a limited, personal, non-exclusive, royalty-free license during the Term and within the Territory to access and display the Content solely for the Individual’s personal use. Individual will receive or create certain credentials to access the Content through its Subscription account. Individual may not disclose these login credentials to any third party or otherwise allow access to the Content by any third party. Individual is responsible for all activity that occurs under its Subscription account regardless of whether Individual had knowledge of such activity. Allowing access to the Content by a third party or any violation of these license terms by any party, including the Individual, accessing the Content via Individual’s Subscription account may result in termination of Individual’s Subscription or other appropriate sanctions as determined by NPM in its discretion.
NO SUBLICENSE OR ASSIGNMENT. The license granted by this Agreement does not permit the Licensee 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.
ADAPTATIONS. To the extent that the Organization creates any Adaptation of Content, the Organization hereby transfers and assigns sole copyright to each Adaptation, on a rolling basis upon creation, to NPM. During the Term, NPM grants back to the Organization a non-exclusive license to use the Adaptation on the same terms and restrictions as the Content is licensed to the Organization under this Agreement. Individuals may not adapt the Content except solely for their own personal use.
TERRITORY/TERM. The “Territory” is the United States of America. The “Term” is the period of time specified for the Subscription specified at time of purchase.
VALID RIGHTS/NOTICE OF INFRINGEMENT. The Licensee 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 Licensee 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 Licensee 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 Licensee for the uses set forth in this Agreement. NPM MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING THE TRADEMARKS, CONTENT, OR SERVICES AND EXPRESSLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Organization represents and warrants that all Adaptations are innocent and contain no matter which is libelous or otherwise infringes the intellectual property rights or proprietary rights of any third party.
INDEMNIFICATION/INSURANCE. The Licensee 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 related to or 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 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 Licensee under this Agreement will be the refund of the amount paid by the Licensee for the Subscription for the current Term. IN NO EVENT WILL NPM HAVE ANY LIABILITY TO THE LICENSEE 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 LICENSEE 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 Licensee, and the Licensee 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 Licensee’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 Licensee in the event NPM discovers that a Trademark or component of Content infringes upon the rights of any third party. Upon termination or expiration of the license herein, Licensee will no longer access, reproduce, distribute, transmit, display, perform or otherwise utilize the Content or Trademarks and will cease use of any Adaptations. Sections 6, 9(b), 10, 11, 12, 13, 17, 18, and 19 shall survive termination of this Agreement.
CONTENT MAY CHANGE. NPM reserves the right to remove, replace, or change any of the Content available through the Subscription at any time and to revise the terms on which future Subscriptions are offered.
PAYMENT/RENEWAL. If you or your Organization purchase a renewable Subscription, your payment method will be charged the then-current Subscription fee upon renewal unless you cancel the Subscription prior to renewal.
COACHING SERVICES. Certain Subscriptions may include, or provide the opportunity for Organization to separately purchase, coaching services from NPM (“Services”). For any Services NPM agrees to provide, NPM’s sole responsibility is to provide the Services in good faith utilizing individuals selected in NPM’s sole discretion. Services are subject to availability. NPM makes no representation regarding the results of the Services.
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 and the United States of America 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 (except for any action seeking only injunctive relief) 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 ICC Peace) located in Escondido, California. If the parties fail to resolve the conflict, 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 (if applicable) or arbitration hearings will be held in Fulton County, Georgia by an arbitrator licensed to practice law in 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 Licensee 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 or oral statements or previous agreements regarding the Trademarks or Content.
[updated April 11, 2022]