2. RIGHTS INCLUDED. Depending on the License, it may include trademarks, logos, and brands (collectively, “Trademarks”) and curriculum materials, leader’s guides, student materials, original leadership and ministry principles, handouts, music, images, messages, video recordings, audio recordings, posters, text, data, and other copyrighted content in any format or medium (collectively, “Content”). The License is limited to the Trademarks and Content included in the materials made available by KMCM as part of the Content package licensed by the Organization.
3. LIMITED LICENSE. Subject to the terms of this Agreement, KMCM grants to the Organization a limited, non-exclusive, royalty-free license during the Term to display and reproduce the Trademarks and to reproduce, display, and perform the Content, in each case strictly in accordance with the Usage Guidelines and solely in order to promote, display, perform, and conduct the ministry program described in the License. Except as expressly provided otherwise in the Usage Guidelines, the Organization agrees not to use any Trademark or Content in, on, or associated with any for-sale products or services, including products or services sold to members of the Organization unless express permission is given by KMCM. The Organization agrees not to alter the Trademarks without prior written approval from KMCM and all use of the Trademarks inures to the benefit of KMCM. The Organization agrees to maintain a high level of integrity, quality, and Biblical consistency in the programs in which it uses the Trademarks or the Content. The “Usage Guidelines” are available at https://kidmincorinne.com/usage, and may be changed by KMCM from time to time, and are hereby incorporated into this Agreement. The Organization acknowledges that representatives of KMCM may, on reasonable notice, inspect said programs to confirm conformance with the standards referenced in this Agreement.
4. NO SUBLICENSE OR ASSIGNMENT. The License granted by this Agreement does not permit the Organization to sublicense the Trademarks or the Content, or assign this Agreement, to any other person or organization without the prior written approval of KMC. Any attempted sublicense or assignment without such approval is null and void and constitutes a material breach of this Agreement.
5. ADAPTATIONS. To the extent that the Organization creates any Adaptation (as defined in the Usage Guidelines) of the Content, the Organization hereby transfers and assigns sole copyright to each Adaptation, on a rolling basis upon creation, to KMCM. During the Term, KMCM 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.
6. TERRITORY. The “Territory” is the United States of America. Sections 4, 5, 7-11, and 13-16 will survive termination or expiration of this Agreement.
7. VALID RIGHTS/NOTICE OF INFRINGMENT. The Organization acknowledges that the Trademarks are valid and valuable trademarks exclusively owned by KMCM and the copyrightable components of the Content are copyrighted works exclusively owned by KMCM and/or its licensors. The Organization will not challenge or dispute KMCM’s exclusive rights in and to the Trademarks or the Content, and agrees to provide prompt written notice to KMCM in the event that the Organization learns that any person or organization infringed or is infringing upon KMCM’s rights to the Trademarks or the Content.
8. WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE CONTENT, TRADEMARKS AND LICENSE ARE PROVIDED “AS IS”. KMCM represents that, to the best of its knowledge, it has the right to license the Trademarks and the Content to the Organization for the uses set forth in this Agreement. KMCM MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING THE LICENSE, TRADEMARKS OR CONTENT, AND EXPRESSLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. INDEMNIFICATION. The Organization agrees to defend, indemnify, and hold harmless KMCM and its subsidiaries, affiliates, officers, directors, employees, members, agents, and all of their successors and assigns against any claim, dispute, loss, expenses, damages, or other liability arising in whole or in part from the Organization’s breach of this Agreement or use of the Trademarks or Content, except solely for those claims that arise directly and solely from KMCM’s gross negligence or breach of this Agreement.
10. LIMITATION OF LIABILITY. KMCM’s maximum liability to the Organization related in any way to this Agreement, the License, Trademarks, or Content will be the refund of the amount paid by the Organization for the License. IN NO EVENT WILL KMCM HAVE ANY LIABILITY TO THE ORGANIZATION 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 ORGANIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. RELATIONSHIP. This Agreement does not create any affiliate, partnership, joint venture, or agency relationship between KMCM and the Organization, and the Organization agrees not to imply that any such relationship exists.
12. DATA/LINKS. The Organization agrees that KMCM and its affiliates may collect and use aggregated data regarding the Organization’s use of the Content in order to improve KMCM’s products and services, or to provide customized services to the Organization. The Content may include links to third party sites. The third party sites are not under KMCM’s control, and KMCM is not responsible for their content, or any links contained in them. KMCM is providing these links as a convenience, and the inclusion of any link does not imply endorsement by KMCM.
13. TERMINATION. KMCM reserves the right to terminate this Agreement at any time with no refund in the event of the Organization’s breach of any term of this Agreement. Additionally, KMCM reserves the right at any time to terminate the license to a specific Trademark or component of Content in the event KMCM discovers that a Trademark or component of Content infringes upon the rights of any third party.
14. WAIVER. Failure by KMCM 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.
15. GOVERNING LAW/DISPUTE RESOLUTION. This Agreement shall be interpreted under the laws of the State of Arizona 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 will be subject to final and binding arbitration before a three arbitrator panel (one arbitrator selected by each party, which arbitrators select the third) conducted applying Arizona substantive law in accordance with and subject to the Rules of Procedure for Christian Conciliation (the “Rules”) as established by the Institute for Christian Conciliation (a division of Peacemaker Ministries). Any request for arbitration shall be delivered to the other party and shall contain a summary of the controversy or claim, the causes of action and theories of liability that the requesting party believes it has against the other party, and a statement of the relief which the requesting party believes to be appropriate. The arbitration will be completed in no more than sixty (60) days from the date the arbitrators are selected, unless the arbitrators require an extension. Any arbitration proceedings will be held by telephone or, if a hearing is deemed necessary by the arbitrators, in Phoenix, Arizona. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction thereof. In addition to any other relief, the prevailing party shall be entitled to recover its costs including reasonable attorneys’ fees and expert witness fees. This paragraph does not prevent KMCM from seeking an injunction or other extraordinary relief to protect or stop the infringement of the Trademarks or the Content, and the Organization agrees that KMCM shall be entitled to seek injunctive relief to stop such infringement.
16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all other written or oral statements or previous agreements regarding the License, Trademarks, or Content.
[Updated September 22, 2020]