Content License Agreement
This is a legal contract between you and Kaleidoscope Faith LLC (“KFM”). By downloading Content from 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 download the Content. This is a license, not a sale. We or our Producers continue to own the intellectual property rights in the Content. The Content is provided under the terms of the following license agreement ("Agreement") that states what you may and may not do with the Content and contains limitations on warranties and remedies.
1. PARTIES. Only you are permitted to use the Content. Any additional persons who wish to use the Content must download it from the Kaleidoscope Faith LLC website themselves. Within this Agreement, "Kaleidoscope Faith LLC", “KFM”, "we", "our" and "us" refers to Kaleidoscope Faith LLC, a Michigan limited liability company, and "you" and "your" refers to you, the customer/church/organization. If an employee of a church, ministry, organization, or entity enters into this Agreement on behalf of their church, ministry, organization, or entity, then that person warrants and represents that they are authorized to bind their church, ministry, organization, or entity to the license granted and the restrictions and limitations detailed herein.
2. OWNERSHIP OF CONTENT. This Agreement governs your use of all KFM's Content, namely, any photographic image, animation, video or film clip, illustration, audio clip, Flash file, or other audio-visual material in any format that you are downloading from the KFM website in conjunction with you entering into this Agreement with KFM ("Content"). You acknowledge that the Content is the property of KFM and its Producers (third party entities that distribute their media and content through KFM).
3. LICENSE. In exchange for the license fee associated with the Content, we hereby grant to you a perpetual, non-exclusive, non-transferable license to use the Content on the terms and conditions contained in this Agreement. Unless the activity is expressly permitted, you cannot do it. All other rights to and in the Content and accompanying materials (if applicable), including, without limitation, all intellectual property rights relating thereto, are retained by KFM or its Producers, as the case may be.
4. PERMITTED USES: You may:
a. install the Content in only one location; you may physically transfer the Content and its archives from one location to another, however it may only be used in one location at a time;
b. make one (1) copy of the Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy;
c. show the Content in in-person corporate settings (e.g., church services, conferences, lectures, bible studies, book clubs);
d. show the Content in real-time virtual or online meetings or gatherings, such as via Zoom, Google Hangouts, etc. without transferring a copy of the file to any participant or otherwise making the file of the Content available for copying by others (see restrictions on sharing the Content to social media or file sharing services below);
e. share the video with your church members and attendees of your church events via a password-protected video sharing platform such as Vimeo;
f. incorporate the Content into an online or streaming worship service (see restrictions regarding any other online sharing below);
g. for Content that has specifically and unambiguously been identified as “Social Media” content by KFM, and ONLY for Content that has been specifically and unambiguously been identified as “Social Media” content, you may upload and use the Content on social media sites provided that you do not remove or alter any marks identifying the source of the Content;
h. incorporate the Content into printed newsletters, handouts, etc.
5. PROHIBITED USES: You may not do anything with the Content that is not expressly permitted. Prohibited acts include:
a. providing a copy of the Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above.
b. using the Content in a fashion that is reasonably considered by KFM to be obscene, defamatory or libelous in nature;
c. removing any notice of copyright, trademark or other proprietary right from any place where it appears on or in the Content or its accompanying materials;
d. transferring the rights to the Content or accompanying materials (if applicable), except as may be specifically provided for elsewhere in this Agreement;
e. Uploading, or otherwise making the Content available, to or through a public platform from which the Content may be viewed, shared, or reproduced without restriction, including but not limited to Facebook, Twitter, Youtube, etc. unless the Content is specifically identified by KFM as being “Social Media” content as set forth in paragraph 4(g) or incorporated into a worship service as set forth in paragraph 4(f).
6. TERM: This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates if at any time you fail to comply with the terms of this Agreement. Upon termination of this Agreement, you hereby agree to destroy all copies and archives of the Content to cease using the Content for any purpose, and to confirm to KFM in writing that you have complied with these requirements. Termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to KFM under this agreement or your obligations to not use the Content other than in the manner permitted under this Agreement.
7. LIMITED REPRESENTATIONS AND WARRANTIES:
a. The KFM website acts as an exchange of Content between those who provide Content to the website (our Producers) and those who wish to use such Content.
b. Statements as to any rights and ownership of the 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 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.
8. LIMITATION OF REMEDIES & LIABILITY: KFM's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content or accompanying material (if applicable), or out of your actions in downloading the Content, shall be as follows: (a) You may, upon request to KFM, be permitted to download the Content again, at a location KFM will provide for you; (b) If you continue to be unable to download the Content, KFM will refund the fee actually paid by you in respect of the use of such Content, provided KFM determines in its sole and absolute discretion that you have been unable to download such Content successfully. 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 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.
9. 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.
10. 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.
11. TAXES: You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
12. REPLACEMENT CONTENT: KFM reserves the right to elect at a later date to replace the Content with an alternative for any reason. Upon notice, sent 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, of such replacement, the license for the replaced Content terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content for future products and to take all reasonable steps to discontinue use of the replaced Content in products that already exist.
13. 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.
14. 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.