MOTION WORSHIP™ LICENSE AGREEMENT
THIS SITE LICENSE COVERS DISPLAY OF MEDIA AT ONE PHYSICAL ADDRESS. MEDIA MAY NOT BE DISPLAYED ON ANY OTHER WEBSITE OR ANY OTHER LOCATION WITHOUT PERMISSION FROM THE SITE OWNER.
ALL SUBSCRIPTIONS RENEW AUTOMATICALLY UNTIL CANCELLED.
MEDIA MAY NOT BE SOLD, USED FOR ANY COMMERCIAL WORK, ANY FOR-PROFIT VENTURE, OR AS A PART OF ANY PRODUCT FOR SALE.
BY CLICKING THE ACCEPTANCE BUTTON YOU REPRESENT AND WARRANT THAT YOU: (i) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND YOUR COMPANY OR ORGANIZATION; AND (ii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF YOUR COMPANY OR ORGANIZATION TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK THE ACCEPTANCE BUTTON OR ACCESS AND USE THE MEDIA.
Purpose of this Agreement. Motion Worship LLC (“MW”) has developed a collection of media that customers can access on a remote basis, download and then use. This MOTION WORSHIP LICENSE AGREEMENT (the “Agreement”), and the data on the MW registration page completed by Customer (the “Registration Page”), shall set forth the terms and conditions pursuant to which MW shall provide you (the “Customer”) with access to and use of the media and related materials described on the Registration Page (the “Media”).
1. Media License. MW grants to Customer a non-exclusive, non-transferable, revocable, limited license to (a) access, download, copy and use the Media during the term set forth on the Registration Page (the “Term”) to create new media that combines the Media and Customer’s text, videos, music, sounds, graphics, images, logos, trademarks or other materials (the new media so created by Customer shall be referred to as the “Customer Media”); (b) publicly display on a perpetual basis the Media downloaded during the Term at no more than one physical address of the Customer; and (c) publicly display on a perpetual basis the Customer Media created during the Term at no more than one physical address of the Customer (subject to section 6 below). Except for the above limited license, Customer acknowledges that it acquires no other rights to the Media and that all right, title and interest in and to the Media shall remain with MW (regardless of the changes Customer might have made to the Media in creating the Customer Media). Customer shall not copy, modify or translate the Media except as expressly set forth herein. Also, Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Media; (ii) modify or make derivative works based upon the Media except as set forth in Section 1(a) above; (iii) create Internet “links” to the Media or “frame” or “mirror” the Media on any other server or wireless or Internet-based device; or (iv) make any other use of the Media, commercial, for profit or otherwise. The MW copyright and/or proprietary rights notices must be included on all copies of the Media made by Customer.
2. Use of Media. Customer shall, at its own cost, take all measures to support and obtain any necessary equipment (including computer hardware and software), and Internet access services to enable Customer to access, download and use the Media.
3. License Fee. The fee or charge for the license granted to Customer in Section 1 above shall be set forth on the applicable Registration Page (the “License Fee”). Customer shall pay the License Fee (and all applicable sales or uses taxes) to MW at the time Customer completes the Registration Page by credit card, debit card or through PayPal. To the extent that the term of the Agreement is extended, as set forth in Section 6 below, Customer hereby grants MW the right to credit, debit or use, as applicable, the credit card, debit card or PayPal account information previously provided by Customer.
3. Limited Warranty. THE MEDIA IS PROVIDED TO CUSTOMER SOLELY ON AN “AS IS” AND “AS AVAILABLE” BASIS.
4. Limitation of Liability. EXCEPT FOR INDEMNFICATION CLAIMS DESCRIBED IN SECTION 5 BELOW, IN NO EVENT WILL MW OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE UNDER THIS AGREEMENT TO CUSTOMER OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
5. Indemnification. MW shall indemnify and hold Customer harmless against all liabilities, claims and costs (including reasonable attorney fees) arising from any third party claim against Customer alleging that the Media infringes upon any United States copyright. Customer shall indemnify and hold MW harmless against all liabilities, claims and costs (including reasonable attorney fees) arising from Customer’s breach of Sections 1, 3 or 6 of this Agreement. MW shall promptly notify Customer concerning any such claims or potential claims. MW shall have the sole right to defend and settle all such claims. Customer promises to fully cooperate with such defense. MW shall have no liability for, and shall not indemnify Customer for any infringement claim resulting from Customer generated or requested modifications to the Media and/or combination of the Media with other text, videos, music, sounds, graphics, images or other materials provided by anyone other than MW; or use of the Media in any manner not specified by MW.
6. Term and Termination. The term of the license shall commence on the date that the Customer accepts the terms and conditions of this Agreement by clicking on the acceptance button and continue during the Term. The Term of the license shall automatically renew for successive terms of the same duration as the original Term unless either party provides written notice that it does not elect to so extend the Term at least ninety (90) days prior to the end of the then current Term. Each party shall have the right to terminate this Agreement by written notice to the other if a party has materially breached any obligation of this Agreement and such breach remains uncured for a period of thirty (30) days after written notice of such breach is sent to the other party. In the event that this Agreement is so terminated by MW for Customer’s uncured, material breach, Customer’s above license to use the Media and Customer Media shall terminate on the effective date of such termination and Customer shall immediately erase and delete (on a permanent basis) the Media, all physical and logical copies of the Media and the Customer Media. In addition, Customer may terminate this Agreement for convenience by providing written notice to MW within five (5) days of the date that Customer first accepts the terms and conditions of this Agreement (as set forth above), provided that Customer has not downloaded Media prior to or after the date of Customer’s termination notice. If MW confirms that Customer has not downloaded Media, and further confirms that Customer has made a timely election to so terminate this Agreement, then MW shall credit or debit, as applicable, Customer’s debit card, credit card or PayPal account a refund of the License Fee previously charged to the Customer. Customer acknowledges and agrees that MW may debit or credit, as applicable, Customer’s debit card, credit card or PayPal account the applicable License Fee pending their review and approval of Customer’s request to so terminate the Agreement. Upon expiration of the Term, Customer’s above license to use to the Media shall be limited to the licenses granted in Sections 1 (b) and (c) above and subject to all restrictions set forth in Section 1 above. The following sections of this Agreement shall continue in full force and effect upon termination of this Agreement or expiration of the term: 1(b) and (c) (the licenses so granted in these sections are subject to the restrictions on use and disclosure set forth in Section 1 and further subject to the termination provisions above), 4, 5, 6 and 7.
7. General Provisions. This Agreement is the sole and entire agreement between the parties regarding Customer’s use of the Media and supersedes all prior understandings and agreements. Modifications to this Agreement shall be in writing and signed by MW. No term of this Agreement shall be deemed waived and no breach excused unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties. Customer may not assign this Agreement without the prior written consent of MW. All notices and communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, or five (5) days after being deposited in the United States mail, postage prepaid. This Agreement will be governed by the laws of the State of Minnesota, without regard to that state’s conflict of laws provisions. The United Nation Convention on Contracts for the International Sales of Goods shall not apply to this Agreement. The parties agree all disputes regarding this Agreement shall be resolved in the state or federal courts in Hennepin County, Minnesota. No action arising out of this Agreement may be brought by Customer more than one year after the Customer learns or should have learned of the cause of action. If any provision of this Agreement is held invalid, void or unenforceable under any applicable statute or rule of law, it shall to that extent be deemed omitted, and the balance of this Agreement shall be enforceable in accordance with its terms. In the event any suit or other action is commenced by MW to construe or enforce any provision of this Agreement, then, in addition to all other amounts to which such MW shall be entitled, MW will be reimbursed by Customer for all reasonable attorney’s fees and court costs.