General Terms & Conditions of Service

1. The Services

1.1. You may purchase certain services from the Company ("Services") each as further described on an applicable Subscription.

1.2. Each Subscription accepted by the Company on or after the Effective Date shall become part of, and subject to, these Terms and Conditions. In the event of a conflict between these Terms and Conditions and a given Subscription, these Terms and Conditions shall control.

2. Term and Termination

2.1. Each Subscription becomes effective on the Effective Date as described above. Annual plans — whether prepaid or billed monthly — carry a minimum term of 12 months from the Effective Date (the “Agreement Term”). Month-to-month plans carry no minimum term.

2.2. On an annual plan, paying monthly is a billing convenience and does not convert the Agreement to a month-to-month engagement. Billing frequency is not term. Every plan renews automatically unless notice is given. Notice to cancel or not to renew takes effect at the end of the billing period FOLLOWING the period in which the notice is given — never at the end of the period in which it is given. This applies to every plan, including month-to-month.

2.3. On an annual plan, upon any early termination by You without cause, You shall pay to the Company a fee equal to the number of months remaining in the Agreement Term multiplied by the minimum monthly charge under that Subscription (the “Early Termination Fee”). The parties agree that the Early Termination Fee is a liquidated damage for breach in early termination of an Agreement Term without cause, and is not a penalty. The parties agree that the Early Termination Fee is reasonable because: (a) the amount of actual damages to the Company caused by such early termination is difficult or impossible to accurately calculate; and (b) the Early Termination Fee is a reasonable pre-estimate of the Company’s probable loss in the event of such early termination. A month-to-month plan has no remaining committed term, so no Early Termination Fee can arise on one. Upon termination or expiration of this Agreement for any reason, the following provisions of these Terms and Conditions shall survive, along with any other provisions of the Agreement which by their terms survive such termination or expiration: Sections 3, 5, 6, 8, 9, 13, 15, and 16.

2.4. Either Party may terminate this Agreement due to the other Party’s breach of a material covenant, term or condition of this Agreement; provided that (i) the non-breaching party has first provided written notice of such breach to the breaching party, and (ii) the breaching party has failed to cure such breach, if curable, within the thirty (30) day period following its receipt of such notice.

3. Pricing and Payments

3.1. The rates and charges applicable to the Services are those published at worshipwith.com/rates, which is incorporated by reference into this Agreement. Those rates may be updated as provided in Section 3.3.

3.2. Base recurring charges shall be due either monthly or annually in advance, as set forth in the applicable Subscription and billing frequency selected during enrollment. Usage charges in excess of the base recurring charges shall be invoiced monthly in arrears and charged automatically to the payment method on file. Any other charges or fees shall be payable as set forth in the applicable Subscription plan. All invoices shall be due and payable in United States Dollars upon receipt of the date of the invoice without set-off or demand ("Due Date"). The unpaid and undisputed portion of any invoice not paid by the Due Date plus a ten (10) calendar day grace period will be subject to a one-time late fee not less than $50 or not greater than 10%, whichever is higher, followed by an ongoing interest rate equal to 1.5% per month on the outstanding balance until paid in full. Customer shall be deemed to be in material default hereunder if payment is not received within thirty (30) days of the Due Date and all amounts invoiced or earned but not yet invoiced by WorshipWith shall be deemed “past due”. On annual plans, all future payments related to current and legally renewed terms are deemed earned and may be invoiced at the Company’s sole and arbitrary discretion based on Customer payment history. In addition to any other remedy available at law or in equity, if all undisputed past due balances are not paid in full within thirty (30) days of the Due Date, the Company reserves the right to immediately suspend Services. If the Company elects to suspend Services, no Service interruption shall be deemed to occur and the Company shall have no responsibility to or liability for Services during such period of suspension.

3.3. Annual Adjustment. Subscription fees increase by five percent (5%) at each annual renewal.

Published usage rates may be adjusted from time to time on thirty (30) calendar days’ notice, by no more than five percent (5%) in any calendar year. The usage rates applicable to a Subscription are the published rates in effect on the first day of its then-current term and do not change during that term. Adjustments published during a term take effect for that Subscription upon its next renewal.

3.4. Reasonable, documented travel costs for Company personnel, including actual costs of airfare, hotel expenses, meals, and local transportation expenses incurred by Company personnel solely in connection with the performance of Company’s obligations on Customer’s premises, or on a location designated by Customer, shall be reimbursed by Customer.

3.5. If You have a bona fide dispute with respect to invoiced amounts, You must notify the Company of the dispute within seven (7) calendar days of the invoice date at the notice address. You may withhold payment of the disputed charge(s), provided that: (i) You pay all undisputed amounts when due; (ii) You identify the specific charge(s) in dispute and provide a reasonably detailed written explanation of the basis for the dispute; and (iii) You reasonably cooperate with the Company in investigating and resolving the dispute. You acknowledge that base Subscription fees are objectively clear and waive any right to dispute Your base Subscription fee. Additionally, You waive any right to dispute any other amounts (for example, consumables) set forth on a given invoice if You do not timely notify the Company in accordance with this Section.

3.6. Your obligation to pay any fees or amounts due under this Agreement shall not be subject to any rights of set-off, counterclaim, deduction, defense or other right which You may have against the Company or any other party. Your sole and exclusive remedy for such a dispute will be an adjustment or credit to Your account in the event the dispute is resolved in Your favor.

3.7. All fees paid are non-refundable.

4. General Obligations

4.1. Subject to these Terms and Conditions, the Company agrees to provide to You during the applicable Agreement Term, and You agree to pay for, the Services as set forth in each Subscription accepted by the Company.

4.2. While the Company utilizes certain proprietary and licensed technology (collectively, “Technology”) (including hardware and software) at the Company’s facilities (whether hosted, collocated, or otherwise) and in multiple 3rd party cloud architectures and technology environments, as necessary to make the Services available and to securely store, process, and/or deliver certain Content and Information You provide, You are solely responsible for providing hardware, software, and Internet connectivity necessary for You to access and utilize the Services (except for certain integrated Technology appliances which the Company may expressly agree to manage as additional services on your behalf at your location under a managed service Subscription). Technology appliances provided under such a managed service Subscription remain the sole property of the Company, and must be returned at Your expense upon termination of that Subscription.

4.3. The Company is not responsible for, and Your obligations under this Agreement are not relieved by, Your inability to access or utilize the Services or the Company’s Technology due to issues related to Your failure or inability to provide appropriate hardware, software, power, and Internet connectivity and bandwidth.

5. License

5.1. Subject to Your continued compliance with the Terms and Conditions of this Agreement (including payment of all amounts due hereunder), the Company hereby grants You a non-exclusive, non-transferable, terminable, personal right and limited license to access and use a given Service only during the Agreement Term under which the Service is provided to You.

5.2. Access and use of a Service shall be limited by use of username(s), password(s), and by other means of authentication as may become available and incorporated into the Company Technology in the future (“Credentials”). You are responsible for all activity occurring in Your account(s). Except where the Company has actual notice of loss, theft or unauthorized use of Your Credentials, the Company shall have the right, without further inquiry, to rely on provision of Your Credentials as sufficient to authenticate Your use of the Service.

5.3. Except as expressly permitted under this Agreement or expressly authorized by the Company, You shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or Company Technology in any way; (ii) copy, modify or make derivative works based upon the Services or Company Technology; (iii) reverse engineer or access the Services or Company Technology in order to (a) build a competitive product or service, (b) build a product using similar ideas, features or functions or graphics of the Services, or (c) copy any ideas, features, functions or graphics of the Services or Technology.

6. Intellectual Property Ownership

6.1. The Company (and its licensors, where applicable) own all right, title, and interest, including all related Intellectual Property Rights, in and to the Technology and the Services, and any suggestions, ideas, enhancement requests, feedback, recommendations, or other similar information provided by You or any other party relating to the Service.

6.2. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, Technology, or the Intellectual Property Rights owned by the Company or its licensors. The WorshipWith name, the WorshipWith logo, and the product names associated with the Services and/or Technology are trademarks or service marks of WorshipWith or of third parties, and no right or license is granted to use them hereunder.

7. Billing Information

7.1. You agree to provide WorshipWith with complete and accurate billing and contact information. This information includes Your name, Your legal organization name (if applicable), street address, e-mail address, name and telephone number of an authorized billing contact, and accurate and up-to-date credit card payment method for automated collection of service fees on your account. You also agree to update this information within fifteen (15) calendar days of any change to it. The Company reserves the right, in addition to any other legal remedies, to terminate Your access to the Services and any provided Technology if any contact information You have provided is false or fraudulent.

7.2. To the extent the Company expressly agrees to accept a credit card as a billing mechanism in connection with Your account, You agree that the Company may automatically renew and bill Your credit card at the beginning of each period for which You are being billed and for any overages consumed in Your use of the service. To the extent that the Company expressly agrees to accept payment in the form of ACH bank transfer as a billing mechanism in connection with Your account, You agree that the Company may automatically renew and bill Your account, using the ACH details You have provided, a reasonable duration prior to each period for which You are being billed to accommodate timely arrival of funds, and for any overages consumed in Your use of the service.

8. Content

8.1. The term “Content” means any data or material (including without limitation copyrightable subject matter, graphics, text, video content and audio content, trademarks, and service marks) that You direct the Company to acquire or use or is provided or submitted by You, or on Your behalf, or by any User to the Services in the course of use of the Services (including any of the foregoing that is to be used, modified, copied, adapted, exhibited, published, transmitted and/or distributed by the Company pursuant to a Subscription).

8.2. All Content, including all copies of Content resulting from encoding, transcoding or other Services provided to You by the Company pursuant to a Subscription, shall remain, as between You and the Company, Your sole and exclusive property. You hereby grant the Company, for the term of this Agreement and for so long thereafter as the Company is permitted to (or required by law to) retain the Content on a non-exclusive, worldwide, royalty free, transferable, sublicenseable license to modify, copy, adapt, exhibit, publish, transmit, publicly perform, publicly display and distribute the Content as required for the Company’s provision of the Services specified by a Subscription during the applicable Agreement Term.

8.3. You agree, represent, and warrant to the Company that You have and will maintain, throughout the applicable Agreement Term, all necessary rights and permissions (including rights and permissions in any applicable Intellectual Property Rights) to provide Content to the Company and to grant the licenses granted by You under this Agreement. In addition, YOU AGREE TO PAY, WAIVE OR HAVE WAIVED BY THE APPLICABLE THIRD PARTY ANY AND ALL ROYALTIES, LICENSE FEES (E.G. BMI, ASCAP, SESAC, ETC.) AND OR SIMILAR AMOUNTS DUE TO ANY OWNER OF ANY OF THE INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT APPLICABLE TO THE USE (INCLUDING BROADCAST) OF THE CONTENT. YOU FURTHER AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS WORSHIPWITH, ITS OFFICERS, DIRECTORS, AND EMPLOYEES FOR ANY DEMANDS, CLAIMS, LOSS, DAMAGE, EXPENSE (INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS), OR LIABILITY ARISING OUT OF ANY DEMAND, CLAIM, SUIT, OR PROCEEDING ALLEGING FACTS THAT WOULD BE A BREACH OF THE REPRESENTATIONS, WARRANTIES OR OBLIGATIONS SET FORTH IN THIS SECTION 8 OR SECTION 9.

9. Your Obligations

9.1 You covenant and agree not to (i) use the Services, or collect, use or disclose any personally-identifiable information of any person, in any illegal or unlawful manner or for any illegal or unlawful purpose, (ii) use the Services to display or distribute any Content that is pornographic in nature, or (iii) perform any act which interferes with or disrupts the Service.

9.2 You covenant and agree that You are solely responsible for Your Content.

9.3 Free Speech. The Company will not review or screen Content for compliance with this Agreement or applicable law, and the Company shall have no obligation to do so, provided, however, that in addition to any other right the Company may have, the Company reserves the right to suspend Your access to and/or use of the Service to the extent that the Company determines, in good faith, and with written notice and documentation, that such suspension is NECESSARY to comply with applicable LAW or to prevent SIGNIFICANT HARM to the Company or any end user of the Service. The Company places high value on Your free speech rights. We capitalize the terms NECESSARY, LAW, and SIGNIFICANT HARM, to emphasize the rare and unlikely event on which any exercise of these obligations could in theory occur.

10. Limited Warranty

The Company represents and warrants that, during the applicable Agreement Term, it will provide the Services in a professional, workmanlike manner consistent with general industry standards.

11. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO YOU, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR SUITABILITY, OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS ONLY. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

12. Estoppel

The Customer hereby acknowledges and agrees that any representation made by its officers, directors, employees, or agents in the execution and performance of this Agreement, including but not limited to the authorization of the Agreement, the acknowledgment of its terms, and any actions or communications regarding the automatic renewal of this Agreement, shall be binding upon the Customer. The Customer further agrees that it shall not, at any time, dispute or contest, directly or indirectly, the validity, enforceability, or interpretation of this Agreement on the grounds that any such representation was unauthorized or improperly made. The Customer expressly waives any rights it may have to claim otherwise under the principles of estoppel or any similar legal doctrines. This clause shall survive the termination or expiration of this Agreement and shall be binding upon the Customer, its successors, and assigns.

13. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES IN EXCESS OF (A) $5,000 OR (B) THE TOTAL VALUE OF PAYMENTS EXPRESSLY IDENTIFIED IN THE SUBSCRIPTION AGREEMENT UNDER WHICH LIABILITY AROSE, WHICHEVER OF (A) AND (B) IS LESS. NOTWITHSTANDING ANY OF THE FOREGOING IN THIS ENTIRE SECTION, THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO LIMIT (I) YOUR PAYMENT OBLIGATIONS HEREUNDER (II) DAMAGES FOR INFRINGEMENT OF THE COMPANY’S INTELLECTUAL PROPERTY RIGHTS, (III) DAMAGES FOR BREACHES OF SECTION 9 OF THIS AGREEMENT, (IV) DAMAGES RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (V) A PARTY’S INDEMNIFICATION OBLIGATIONS.

14. Notice

Notices required or permitted under this Agreement must be given as follows to be effective. WorshipWith may give notice by means of a general notice on the Internet web site operated by WorshipWith at www.worshipwith.com (“WorshipWith Web Site”), electronic mail to Your e-mail address on record in Your account information, or by written communication sent by first-class mail or pre-paid overnight courier to Your address on record in Your account information. Such notice shall be deemed to have been given upon the expiration of five days after mailing (if sent by pre-paid, first-class mail, return receipt requested), five days after posting of a general notice on the WorshipWith Web Site, or 12 hours after sending (if sent by email). You must give notice to WorshipWith (such notice shall be deemed given when received by WorshipWith) by letter delivered by nationally recognized overnight delivery service or the U.S. Postal Service by prepaid, first-class, return receipt requested, addressed to the notice address published on the WorshipWith Web Site.

15. Modifications

The Company reserves the right to modify the terms and conditions of this Agreement at any time, effective upon posting of an updated version of the Agreement (or the portion thereof so modified) on the WorshipWith Web Site. You are responsible for regularly reviewing the most-current version of this Agreement on the WorshipWith Web Site. If You do not agree to be bound by such modifications, You may signify Your lack of agreement only by giving the Company notice of termination of this Agreement, in accordance with this Agreement, within thirty (30) days after such modifications are first posted; provided, however, that where such modifications are applicable only to a given Subscription, You may only terminate the affected Subscription, which notice of termination must also be given within thirty (30) days after such modifications are first posted. Failure to provide such notice of termination within the time specified above after any such modifications are first posted shall constitute Your agreement to such modifications. Such termination shall under no theory of law be considered termination for cause. You have the right to complete your Agreement Term under the previously accepted Terms and Conditions. Notwithstanding any of the foregoing in this entire section, any modification to modifications shall be considered agreed upon passage of the auto-renewal opt out timeframe without limiting Your rights with regard to any modifications that occur after such notice expiration.

16. Miscellaneous

16.1. This Agreement (specifically including the Company’s provision of Services and Technology to You under each Subscription) shall be governed by the laws of the State of Wyoming. ANY DISPUTES, ACTIONS, CLAIMS OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN WYOMING, AND YOU HEREBY CONSENT TO THE PERSONAL JURISDICTION OF SUCH COURTS.

16.2. Except as otherwise provided in this Agreement, no waiver, alteration, modification or cancellation of any of the provisions of this Agreement shall be binding on the Company unless agreed to in writing by the Company, and no text or information set forth on any document or preprinted form of Yours shall add to or vary the Terms and Conditions of this Agreement.

16.3. This Agreement constitutes the entire agreement between You and the Company concerning the subject matter of this Agreement, and supersedes any prior agreement between the Parties. You understand and agree that Services may be provided and payments may be collected by a parent or affiliate of the Company. In the event that You become in default under or otherwise breach this Agreement, You agree to pay all reasonable expenses (including, without limitation, attorneys’ fees and collection agency fees) incurred by the Company in its enforcement of its rights under this Agreement.

16.4. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect, and, if such construction is not permissible, such provision shall be deemed severed from this Agreement.

16.5. You may not assign this Agreement or any right or obligation hereunder without the Company’s prior written consent.

16.6. If either Party is prevented from performing any portion of this Agreement (except the payment of money) by causes beyond its control, including labor disputes, civil commotion, war, terrorism, governmental regulations or controls, casualty, inability to obtain materials or services, general Internet connectivity outages, interruptions, or problems occurring at a national, regional or local level, or acts of God, such party shall be excused from performance for the period of the delay and the time for such Party’s performance shall be extended for a period of time equal to the duration of such delay.

16.7. This Agreement expressly includes all other legal policies available on the Company’s website, all of which are incorporated by reference herein.

16.8. The Company may issue a press release or make a public announcement incorporating, or use, in advertising or publicity, the name, trademarks, or other proprietary identifying symbol of You or Your affiliates.

17. Definitions

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, workflows, and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of a similar nature anywhere in the world.

“Technology” means all of WorshipWith’s or WorshipWith’s licensors’ proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, workflows, designs, and other tangible or intangible technical material or information) used by WorshipWith or made available to You by the Company, in providing the Services.

“Service(s)” mean, individually and collectively, the Internet-accessible media conversion, asset management and distribution services, application build and deployment, and other services to be provided hereunder by the Company as more fully described in a then effective Subscription which has been accepted by the Company.

“User(s)” means any person who accesses or uses in any manner the Services or the Technology by or through Your account(s) or by or through applications, equipment, or facilities under Your control.

18. Dispute Resolution