This is a legal contract between you and Kaleidoscope Faith LLC (“KFM”). By submitting Content to our website you have agreed to be bound by the terms of this Agreement in respect of that Content. If you do not accept or agree with these terms do not submit the Content. By submitting the Content, you agree to the following terms and conditions:
1. RESPONSIBLE FOR CONTENT. You are responsible for the Content you submit. The decision to upload information, content, genealogical data, images, writings, documents, recordings, discussions, comments, or other materials (collectively and individually, “Contributed Content”) to this Site is your responsibility. All Contributed Content that you upload to this Site may be displayed and be available for others to search, view, hear, and otherwise use in accordance with the Terms of Use and this Agreement. Do not contribute anything which you do not want to be accessed by others.
2. RIGHT TO SUBMIT. By submitting Contributed Content to this Site, you represent and warrant that you are the creator of the Contributed Content and that you have all rights necessary to contribute such Content to KFM. You further represent and warrant that your submission of the Contributed Content and KFM’s license of that Content to third parties in accordance with KFM’s Content License Agreement will not violate any third party’s privacy rights, publicity rights, contract rights, copyrights, or other proprietary rights. By affirming your legal right to submit Contributed Content, you accept legal responsibility for our (and our sublicensees’) use of your Contributed Content. Your Contributed Content may not include photographs, stories, or audio or video recordings provided or created by others without their express written permission. Your Contributed Content may not include photographs of living persons, except your own minor children, without their express written consent.
3. APPROVAL OF CONTRIBUTED CONTENT. KFM reserves the right to reject, remove, or edit any Contributed Content which we believe, in our sole and absolute discretion, (a) is irrelevant or contrary to the Site’s mission or theology, (b) is potentially harmful or embarrassing to any living person, (c) is offensive, indecent, inappropriate, threatening, or abusive, (d) does not meet KFM’s expectations regarding professionalism, aesthetics, etc., (e) otherwise violates this Agreement, the Terms of Use, or applicable law.
4. LICENSE GRANTED TO KFM. By submitting Contributed Content to this Site, you grant KFM an unrestricted, fully paid-up, royalty-free, worldwide, irrevocable, sublicensable, and perpetual license to use any and all Contributed Content that you submit or otherwise provide to this Site, for any and all purposes, in any and all manners, and in any and all forms of media that we, in our sole discretion, deem appropriate for the furtherance of our mission. As part of this license, you give us unlimited permission to copy, publicly display, transmit, broadcast, publicly perform, distribute, sublicense, create derivative works from (including, without limitation, by combining all or a portion of your Contributed Content with that of other contributors or by otherwise modifying your Contributed Content), and to otherwise use your Contributed Content throughout the world, by any means we deem appropriate (electronic or otherwise, including on the Internet).
5. LICENSE GRANTED TO PURCHASERS. By submitting Contributed Content to this Site, you authorize KFM to license the Contributed Content to third parties through this Site in accordance with KFM’s Content License Agreement. A copy of the Content License Agreement is attached as Exhibit A.
6. PRODUCER FEE. Upon submission of the Contributed Content, you may elect to have KFM charge a Licensing Fee before licensing the Contributed Content to third parties. This Licensing Fee shall be paid by third party purchasers in addition to any other fees imposed by KFM for processing the transaction, and any taxes imposed by any governmental authority on the transaction. The amount of the Licensing Fee shall be subject to the written approval of both KFM and you. For each license of your Contributed Content sold to third parties, you shall be paid a Producer Fee equal to forty percent (40%) of the Licensing Fee paid to KFM.
7. PRODUCER ACCOUNT SETTLEMENT. Upon acceptance of your Contributed Content, you will provide to KFM account information for direct deposit of your Producer Fees. KFM will aggregate all Producer Fees due to you and make payment once per month. Each payment of Producer Fees shall be accompanied by a Monthly Account Statement detailing all sales of your Contributed Content, Producer Fees earned paid since the last Monthly Account Statement. Producer Fees will be paid within sixty (60) days of the date KFM receives payment of the corresponding License Fee from the third-party purchaser.
8. ACCURACY OF SUBMISSIONS. You agree to provide true, accurate, and complete information to us. If any information you provide is, in our sole and absolute discretion, false or misleading, we shall have the right, but not the obligation, to take any remedial or preventative action we deem appropriate in our sole discretion, including restricting access to, deleting, and/or editing any of your Contributed Content or removing you as a Producer.
9. Automated Screening. We reserve the right, without obligation, to monitor and edit your Contributed Content. We use automated filtering tools to suppress Contributed Content which appears in our best judgment to pertain to violate the Terms of Use or this Agreement. Although we are not obligated to do so, we reserve the right to reject, remove, or edit your Contributed Content for any or no reason.
10. CARE OF SUBMISSIONS. We intend to use reasonable efforts to preserve the integrity of your Contributed Content and to avoid errors or omissions in the content of this Site. We provide the opportunity to submit Contributed Content subject to the Terms of Use and this Agreement. Such service and this Site are provided “AS IS”, and we shall be neither responsible nor liable for errors or omissions in any content you may find on this Site, nor for any loss, damage, or corruption of Contributed Content that you submit. You may withdraw any of your Contributed Content from this Site, but we shall not be required to remove links or references to withdrawn Contributed Content. Additionally, you acknowledge and agree that once we have sublicensed your Contributed Content to others, we may not be able, and we will have no obligation, to have such sublicensees stop using such Contributed Content.
11. Data Protection Laws. If you are located outside the United States of America, you consent to the processing in the United States of America of any personal data that you submit. You also agree to comply with all applicable laws regarding the transmission of personal information to or from the United States of America and the country in which you reside.
12. LIMITED REPRESENTATIONS AND WARRANTIES:
a. The KFM website acts as an exchange of Content between those who provide Contributed Content to the website (our Producers) and those who wish to use such Content.
b. Statements as to any rights and ownership of the Contributed Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the Producer who uploaded or otherwise provided the Content to our website.
c. THE WEBSITE, CONTENT, AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. KFM DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT KFM) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.
13. LIMITATION OF REMEDIES & LIABILITY: Aside from the payment obligations contained in this Agreement, KFM's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the KFM website, submission of Contributed Content, or use of your Contributed Content by KFM or any party licensed by KFM in accordance with the Content License Agreement, shall be as follows: (a) You may, upon request to KFM, be permitted to submit the Contributed Content again, at a location KFM will provide for you; (b) You may, upon request to KFM, be permitted to revise the Contributed Content to resolve any defects in the Contributed Content or objections to the Contributed Content raised by KFM; or (c) KFM shall remove your Contributed Content from the KFM website and/or cease using your Contributed Content for any purpose. You expressly waive any and all claims and demands against KFM for any compensation, injury, or damages arising out of a failure of the KFM website or use by a third party of your Contributed Content. IN NO EVENT SHALL KFM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTRIBUTED CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO KFM UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE CONTENT. 14. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. INDEMNIFICATION: You agree to indemnify and hold KFM harmless against all claims or liability asserted against KFM arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.
15. GENERAL: If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.
16. JURISDICTION & ARBITRATION:
a. This Agreement will be governed under the laws of the State of Michigan and the federal laws of the United States of America applicable therein (without reference to conflicts of laws principles). You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time
b. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Midland, Midland County, Michigan. If KFM is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse KFM for its legal fees, costs and disbursements if KFM is successful.
17. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND KFM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND KFM RELATING TO THE SUBJECT OF THIS AGREEMENT.
