Effective Date: December 16, 2022

These Terms of Service (the “Terms”) are a binding agreement between you, an individual if accepting these terms on your own behalf, or if applicable, the organization or entity on behalf of which you are accepting these Terms (“You”, “Your”, “Yours”), and Ministry Brands Holdings, LLC, on behalf of itself and its affiliates (“Ministry Brands”).  Please read these terms carefully.  You acknowledge that these terms have the same force and effect as an executed document by You and Ministry Brands.

These Terms apply to Your use of the online video hosting and editing service known as Churchstreaming.tv that enables You to create, edit, access, view, upload, store, share, stream and distribute videos (the “Platform”) for which you have (i) enrolled online or (ii) entered into an Order Form with Ministry Brands.  The Platform includes a video player that is embeddable on any website and the ability to stream and distribute videos via Sermon Cloud (www.sermoncloud.com), Ministry Brands’ proprietary website (“Sermon Cloud”), and certain third party websites and platforms, as more fully described herein. Any videos and other elements that you post to or stream via the Platform shall be referred to as Your “Content.”

If You have entered into an Order Form with Ministry Brands for the Platform, and there is a conflict between the Order Form and these Terms, the terms of the Order Form shall control. An “Order Form” means an addendum addressing the acquisition of a specific set of services executed by authorized representatives of You and Ministry Brands. The Order Form and these Terms shall be collectively referred to as this “Agreement.”

You may not use the Platform if you do not accept or cannot comply with any of these Terms.

BY CHECKING THE BOX AND ACKNOWLEDGING THESE TERMS OR ENTERING INTO AN ORDER FORM REFERENCING THESE TERMS, YOU

(A) IF YOU ARE AN INDIVIDUAL, REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT;

(B) IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY OR ORGANIZATION, THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION OR ENTITY AND THE RIGHT TO ENTER INTO THESE TERMS AND/OR EACH ORDER FORM; AND

(C) ACCEPT THESE TERMS, INCLUDING WITHOUT LIMITATION CONDUCTING THIS TRANSACTION ELECTRONICALLY, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS AND CHOICE OF TENNESSEE LAW.

MINISTRY BRANDS MAY UPDATE OR MODIFY THESE TERMS AT ANY TIME, BY POSTING THE AMENDED VERSION INCLUDING THE EFFECTIVE DATE OF THE UPDATED VERSION. WE WILL ANNOUNCE ANY MATERIAL CHANGES TO THESE TERMS THROUGH AN ALERT ON OUR WEBSITE AND/OR VIA EMAIL. 

ARTICLE 1       RIGHT TO USE THE PLATFORM.

1.1 Grant of Rights with Respect to the Platform. Subject to these Terms and Your compliance therewith, Ministry Brands hereby grants to You a limited, revocable, non-exclusive, non-transferable, non-sublicenseable, and non-assignable right to access and use the Platform solely for Your internal business purposes or other non-commercial use. This includes the right to embed our embeddable video player on third-party websites, including Your own website. These Terms shall also apply to and govern the use of the Platform by Your employees or any agents, contractors, affiliated churches and their users, congregants, parishioners, or other persons to whom You provide access to the Platform (“Authorized Users”). You shall be liable for any Authorized User’s violation of these Terms. For the avoidance of doubt, only organizations or entities registered for the Platform may provide access to the Platform to Authorized Users; if You are registered for the Platform as an individual, You shall not allow another person to use Your account credentials to access the Platform and You may only use the Platform for transactions on your behalf.

1.2 Third Party Services. Ministry Brands may provide links to and integrations with websites and services operated by others. Your use of each such website or service is subject to its terms of service as further described in Article 10 below.

1.3 Registration. Registration for the Platform requires a valid, working e-mail address, phone number, and/or other information in order to initially sign up for access to and use of the Platform. Additionally, You may be required to create a username and password to securely access the Platform. You are responsible for maintaining the security of your account, usernames and passwords, and for the use of Your account by You or any other person or entity who accesses Your account, with or without Your knowledge or consent, and if You become aware of any violation, You will immediately terminate the unauthorized party’s access to the Platform and notify Ministry Brands. Ministry Brands will not be liable or responsible for any harm related to the use or misuse of Your username and password, Your disclosure of such items to another person, or Your authorization to allow another person or entity to access and use the Platform using Your login credentials. You should immediately notify Ministry Brands in writing of any need to deactivate Your account due to potential or actual security concerns.

1.4 Platform Updates. In connection with the limited license granted under these Terms, Ministry Brands may from time to time update, upgrade, replace, and/or modify the Platform and/or provide a new release(s), or patches or fixes to the Platform, in its discretion, deems necessary or appropriate. Any such update, upgrade, release, replacement, modification, patch or fix to the Platform will be considered part of the Platform and subject to the terms of these Terms as they may be amended from time to time. Ministry Brands shall have the right to migrate your account to a successor or alternative platform or technology that replaces the existing Platform from time to time as Ministry Brands evolves its products and technologies and Your use of such successor Platform shall be governed by these Terms (unless such Terms are superseded by a new agreement provided to You). Ministry Brands shall have the right to discontinue the Platform or any successor thereto, or any service or feature or function thereof with reasonable prior written notice to You, in which event Ministry Brands will provide a refund for any unused, prepaid amounts in connection with Your use of the Platform, which refund shall constitute your sole and exclusive remedy and our sole liability for discontinuation of the Platform or feature or function thereof.

1.5 Communications. Ministry Brands may use emails, telephone calls, or text messages to communicate with You on a recurring basis. By providing Your email address and/or phone number, You consent and give permission to be contacted at such email address and/or phone number by Ministry Brands and its partners. In addition, by enabling push notifications through the Platform, You consent and give permission to receive such notifications from Ministry Brands and its partners. You may manage Your notification settings by updating Your profile on the Platform or updating Your phone settings. You understand that consent is not a condition of purchase. You certify that You have provided Your own contact information. You understand that Ministry Brands deploys a variety of communication means to notify you of updates, modifications, changes, etc. including without limitation application cues, chat post messaging, and invoice messaging and agree to promptly read such communications. You further understand that if you unsubscribe to any emails, telephone calls or text messages sent pursuant to this Agreement, you may miss critical communications and Ministry Brands shall not incur any liability as a result.

1.6 If you have ordered Branded OTT as an add on, this Section 1.6 applies: Ministry Brands agrees to develop a software application (the “OTT App”) meant to be accessed and used via “over the top” (“OTT”) devices or services including Roku and AppleTV on the terms and conditions set forth herein. You shall provide to Ministry Brands all logo files and other materials and information requested by Ministry Brands in order to develop the OTT App (the “Customer Materials”) within a reasonable timeframe, and shall provide all cooperation and assistance Ministry Brands reasonably requests to enable Ministry Brands to exercise its rights or perform its obligations under this Agreement. Ministry Brands is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Your delay in performing, or failure to perform, any of Your obligations under this Agreement. You assume sole responsibility for any inaccurate Customer Materials You provide to Ministry Brands. Ministry Brands will apply for approval for the OTT App to be distributed through Roku and AppleTV (the “App Stores”). You acknowledge that Ministry Brands cannot control the approval decisions or the time frame for review and approval of the OTT App by the App Stores. All right, title and interest in and to the OTT App and all works, inventions and other subject matter incorporating, based on, or derived from the OTT App, including all enhancements, improvements and other modifications thereof (the “Derivatives”) and including all Intellectual Property Rights (defined below) therein, are and will remain with Ministry Brands. You have no right or license with respect to the OTT App or derivatives except as expressly licensed herein. You represent and warrant that You have rights in and to the Customer Materials, included all rights needed to effectuate the terms of this Agreement. As between the parties, You are the owner of all right, title, and interest in and to the Customer Materials, including all intellectual Property Rights therein, subject only to the license granted herein. Ministry Brands hereby grants to You a fully paid up, royalty-free, non-transferable license to operate and use the OTT App solely for Your business operations. The Prohibited Technical measures described in Section 3.3 below shall also apply to Your use of the OTT App. You hereby grant to Ministry Brands a fully paid-up and royalty-free, non-exclusive right and license to use and display the Customer logo in association with the OTT App. You hereby grant to Ministry Brands a fully paid-up and royalty-free, non-exclusive right and license to use, reproduce, display, distribute, modify and create derivative works and improvements of the Customer Materials to develop the OTT App for the benefit of Customer. You right to use the OTT App shall terminate upon termination of this Agreement.

ARTICLE 2       YOUR INTELLECTUAL PROPERTY RIGHTS

2.1 Grant of Rights to Ministry Brands. You hereby grant to Ministry Brands the non-exclusive, royalty free, worldwide right and license to reproduce, display, stream, broadcast, replay, exploit, exhibit, show, market, distribute and to technically modify and compress Your Content as is necessary for the purposes of viewing and/or streaming of Your Content via the Platform and Sermon Cloud.

2.2 Grant of Rights to End Users. By making Your Content available on the Platform, You agree to allow any visitors to Sermon Cloud to view Your Conent via any current or future device capable of distributing video content by any means of access, including but not limited to computers, smartphones, tables, TV devices, IPTV platforms and/or game consoles free-of-charge.

2.3 Ownership of Your Content. All right, title and interest in and to the Content shall remain with You and nothing herein shall be deemed to transfer ownership of any copyright in such Content to Ministry Brands.

2.4 Your Feedback. If You propose or provide any ideas, suggestions, enhancements, requests, recommendations or other feedback (“Feedback”) to Ministry Brands, then You hereby assign all rights, title, and interests, including all Intellectual Property Rights, in and to such Feedback to Ministry Brands. Therefore, we can use any Feedback without compensating You. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.

ARTICLE 3       ACCEPTABLE USE POLICY

Any Content You create via or upload to the Platform must comply with the Acceptable Use Policy set forth in this Article 3. Ministry Brands may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.

3.1 Copyright Policy. You may only upload Content that you have the right to upload and share. Copyright owners may send Ministry Brands a takedown notice as stated in our DMCA Policy if they believe Ministry Brands is hosting infringing materials. We reserve the right to terminate the account of anyone who repeatedly infringes any third party intellectual property or other proprietary right. Where the Content contains material such as music, lyrics, sound recordings, words, film, clips, images or performances that you do not own the rights to, You confirm and represent and warrant that You have obtained all necessary permissions, licenses and consents to enable You to grant the rights You are granting to Ministry Brands under this Agreement. If any Content features any identifiable persons, you confirm, represent and warrant that you have obtained all applicable releases to grant the rights You are granting to Ministry Brands hereunder.

3.2 Content Restrictions. You represent and warrant that the Content you submit through the Platform does not:

• violate any applicable laws or regulations and/or display, incite or promote illegal activities;
• infringe upon any third party copyright or other intellectual property right (including but not limited any privacy right or any brand, logo, trademark or any other material that You have not created Yourself or for which You do not have the necessary clearances or permissions from third-party rights owners or copyright royalty collection organizations);
• promote fraudulent or dubious money-making schemes, propose an unlawful transaction or use deceptive marketing practices;
• defame, harass or abuse others, or contain any hateful or discriminatory speech;
• support any organization or individuals that proclaim a violent mission or are engaged in violence, including organizations or individuals involved in terrorism, organized hatred against other groups of individuals, human trafficking or organized criminality;
• support or promote the commission of violence or terrorist acts;
• exploit or endanger minors;
• contain any sexually explicit content;

3.3 Prohibited Technical Measures. You shall not (and shall not authorize or encourage any other person to): 

• sell, resell, lease, distribute, rent, assign, sublicense or otherwise transfer Your rights under these Terms or to the Platform in whole or in part, to any third party, or include the Platform in a service bureau, time sharing or outsourcing offering;
• use, copy, adapt, modify, prepare derivative works based upon, or otherwise exploit the Platform, including any part, feature, function, or user interface thereof;  
• interfere with or disrupt the integrity or performance of the Platform, the Sermon Cloud website or third-party data contained therein;
• attempt to gain unauthorized access to the Platform or its related systems or networks;
• access the Platform in order to build a competitive product or service;
• reverse engineer, disassemble, decompile, or decode the Platform, in whole or in part, nor use any methods to gain access to the source code or infrastructure of the Platform, in whole or in part;
• access or use the Platform in order to benchmark or compare the Platform’s, or any portion thereof, performance against another company’s products or services;
• remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
• remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform; or
• impersonate or misrepresent Your affiliation with any person or entity.

3.4 Restricted Users. You may not use our Platform if You: (a) are a terror or hate group or a member thereof; or (b) have been designated by a U.S. agency as an entity we may not contract with (e.g. a Specially Designated National).

ARTICLE 4       FEES

You shall pay Ministry Brands the fees and charges (“Fees”) set forth in, and in accordance with, any applicable Order Form. Fees are non-cancellable and non-refundable. Except as otherwise set forth in the applicable Order Form payment of all Fees is due by You within thirty (30) days after Your receipt of invoice. You shall pay or reimburse Ministry Brands for all taxes arising out of this Agreement other than Ministry Brands’s income taxes. If You are required to withhold or deduct any taxes from the payment of any Fees, You will increase the amount payable to Ministry Brands by the amount of such taxes so that Ministry Brands receives the full amount of Fees and expenses. If Ministry Brands has the legal obligation to pay or collect taxes for which You are responsible, including without limitation sales tax, such taxes shall be reflected on the invoice submitted to you by Ministry Brands and paid by You, unless You provide Ministry Brands with a valid tax exemption certificate authorized by the appropriate taxing authority. Ministry Brands’s failure to initially invoice You for any applicable taxes does not relieve you for responsibility for such taxes under these Terms.

ARTICLE 5       MINISTRY BRANDS INTELLECTUAL PROPERTY.

You hereby recognize that Ministry Brands and its third-party licensors retain all rights, title, and interests in and to the Platform (including all forms, templates, page headers, custom graphics, button icons, scripts, trademarks, trade dress, other proprietary content, and all Intellectual Property Rights embodied therein), including without limitation, all corrections, updates, modifications and other derivative works to the Platform. All Intellectual Property Rights in any work arising from or created, produced or developed by Ministry Brands, whether alone or jointly with others, under or in the course of these Terms, will immediately upon creation or performance vest absolutely in and will be and remain the property of Ministry Brands, and You will not acquire any right, title or interest in and to the same. Other than the limited license and use rights expressly set forth in these Terms, Ministry Brands does not grant You any rights to the Platform and reserves all rights therein. You do not acquire any ownership interest in the Platform under these Terms.

ARTICLE 6       CONFIDENTIALITY.

6.1 Confidentiality. The Platform contains proprietary and confidential information of Ministry Brands. “Confidential Information” means all information disclosed by Ministry Brands to You, which is in tangible form and labeled “confidential” or the like, or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information will not include information that as shown by Your records: (i) is, or through no fault of Yours has become, generally available to the public; (ii) was disclosed to You by a third party who had the right to make such disclosure without any confidentiality restrictions; or (iii) was independently developed by You without use of Ministry Brands’s Confidential Information. You shall use no less than a reasonable standard of care to safeguard the Confidential Information you receive. You will only use the Confidential Information to exercise your rights and perform your obligations under this Agreement or as otherwise required by law.

6.2 Injunctive Relief. You agree that any breach of Article 3 and Section 6.1 would cause irreparable harm to Ministry Brands, for which remedies at law would be inadequate to compensate Ministry Brands for such harm and damage. Therefore, Ministry Brands shall be entitled to injunctive relief against any such breach or threatened breach, without posting any bond or showing of irreparable harm, in addition to any other remedy available to it. The foregoing shall be in addition to and shall not limit any other rights or remedies to which Ministry Brands may be entitled, at law or in equity.

6.3 Privacy Policy. You can learn how your information is handled when You use the Platform by reading our Privacy Policy.

ARTICLE 7       DISCLAIMERS.

EXCEPT FOR THE WARRANTIES SPECIFICALLY STATED HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ANY RELATED SERVICES ARE PROVIDED “AS-IS,” AND “WITH ALL FAULTS”. MINISTRY BRANDS HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THESE TERMS, THE PLATFORM, AND/OR THE RESULTS THAT MAY (OR MAY NOT) BE ACHIEVED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINISTRY BRANDS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PLATFORM WILL OPERATE IN COMBINATION WITH ANY THIRD-PARTY PRODUCTS OR SERVICES; (C) THE PLATFORM (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE PLATFORM (OR ANY SERVER(S) THAT MAKE THE PLATFORM AVAILABLE) IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE AND AGREE THAT THE INTERNET IS INHERENTLY INSECURE AND THAT YOUR DATA, AS UPLOADED OR TRANSMITTED IN CONNECTION WITH THE PLATFORM, MAY BE SUBJECT TO INTERCEPTION BY AN UNAUTHORIZED THIRD PARTY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS OF THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

ARTICLE 8       INDEMNIFICATION.

8.1 Your Indemnification. You shall defend (solely to the extent requested by Ministry Brands), indemnify and hold Ministry Brands and its affiliates, trustees, officers, employees, agents and volunteers, harmless from and against any and all liabilities, claims, damages, obligations, actions, lawsuits, losses, judgements, fines, penalties, costs or expenses (including reasonable attorney’s fees) incurred by or brought against Ministry Brands  and arising in connection with: (a) You or Your Authorized Users’ use of the Platform; (b) Your breach of these Terms; (c) any negligence or willful misconduct by or on behalf of You or Your Authorized Users; or (d) any claim that Your Content violates any third party intellectual property, proprietary or other right.

8.2 Enforcement. You shall promptly notify Ministry Brands in writing upon its discovery of any unauthorized use or infringement of the Platform or Ministry Brands’ Intellectual Property Rights with respect thereto.  Ministry Brands shall have the sole and exclusive right to bring an infringement action or proceeding against any infringing third party, and, in the event that Ministry Brands brings such an action or proceeding, You shall cooperate and provide full information and reasonable assistance to Ministry Brands and its counsel in connection with any such action or proceeding.

ARTICLE 9       LIMITATION ON LIABILITY.

MINISTRY BRANDS’ AGGREGATE LIABILITY ARISING OUT OF THESE TERMS SHALL BE LIMITED TO ONE THOUSAND DOLLARS ($1000.00 USD). IN NO EVENT SHALL MINISTRY BRANDS, ITS LICENSORS, SUPPLIERS, OR AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT MINISTRY BRANDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM, OR WITH ANY PORTION OF THESE TERMS, EXCEPT TO THE EXTENT PROHIBITED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE PLATFORM.

IF YOU ARE A RESIDENT OF NEW JERSEY, TO THE EXTENT NEW JERSEY LAW PROHIBITS THE LIMITATIONS AND/OR EXCLUSIONS OF LIABILITY SET FORTH IN THESE TERMS, SUCH LIMITATIONS AND/OR EXCLUSIONS SHALL NOT APPLY TO YOU.

ARTICLE 10     USE OF THIRD PARTY APPLICATIONS

10.1 Third-Party Applications. This Article 10 governs Your use of third party services (the “Third Party Services”) that You choose to use in connection with the functionality offered through the Platform, including without limitation, YouTube, Facebook, Apple TV and Roku. Your use of Third Party Services is governed by the terms of service agreements of the respective service providers. You are solely responsible for Your compliance with these agreements. Failure to comply may result in the termination of Your account with a Third Party Service provider and the inability to use a particular feature Ministry Brands offers. Ministry Brands makes no representations or warranties and shall have no liability or obligation whatsoever in relation to the operation, content, or use, of any Third Party Service or any transactions completed in or through the same. Ministry Brands cannot guarantee the continued availability of any features designed to interoperate with a Third Party Service and may cease providing them without entitling You to any refund or credit.

10.2 Privacy. If you use a Third Party Service, Your information may be collected by the Third Party Service provider, in which case such information will be governed by the privacy policy of the Third Party Service provider and not the privacy policy of Ministry Brands.

10.3 Customer Support. Ministry Brands is not responsible for providing support with respect to any Third Party Service.

ARITCLE 11     TERM AND TERMINATION.

11.1 Term. These Terms will continue in full force and effect until these Terms are terminated as provided herein.

11.2 Automatic Renewal. Unless otherwise set forth in the Order Form, this Agreement shall automatically renew for a term of the same length as the initial term set forth in the Order Form unless either party provides written notice of its intent not to renew no later than ninety (90) days prior to the expiration of the then current term.

11.3 Termination. Ministry Brands may terminate this Agreement or any services or modules of the Platform at any time with or without notice. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions herein.

11.4 Effect of Termination. Upon termination of this Agreement: (a) You shall pay to Ministry Brands all Fees due through the termination date; and (b) all rights granted with respect to the Platform will immediately terminate.

11.5 Survival. Articles concerning the parties’ rights and obligations that by the content of the section operate after termination or that are necessary to enforce any right will survive termination.

ARTICLE 12     GENERAL TERMS.

12.1 Force Majeure. Ministry Brands shall not be deemed in breach of these Terms to the extent that performance of its obligations (other than Your payment obligations) or attempts to cure any breach are delayed or prevented by reason of any Force Majeure event, regardless of whether such event was foreseeable. Force Majeure events shall include: acts of God, fire, natural disaster, outbreak, epidemic, public health emergency, accident, act of government, shortages of materials or supplies, and any and all events beyond the reasonable control of such party. In the event of such Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure.

12.2 U.S. Service.  The Parties acknowledge and agree that this Platform is intended for use by users in the United States of America, its territories and possessions (the “United States”) only.  Ministry Brands does not intend to market or offer the Platform to users outside of the United States  and does make any representations or warranties with respect to use of the Platform outside the United States and does not guarantee that this Platform will comply with foreign laws, rules and regulations, including data privacy laws.

12.3 Equitable Remedies. Nothing herein shall prohibit Ministry Brands from seeking a temporary restraining order, preliminary injunction, or other provisional relief if, in its judgment, such action is necessary to avoid irreparable damage; and nothing herein shall prevent Ministry Brands from bringing and pursuing legal action to specifically remedy any breach or threatened breach of any obligation hereunder by You involving Ministry Brands’ Intellectual Property Rights.

12.4 Waiver. No failure or delay by Ministry Brands in exercising any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.

12.5 Contact Us. You may contact Ministry Brands by emailing us at: info@ministrybrands.com or by reaching us by any other means specified in a communication received from us.

12.6 Severability. If a court of competent jurisdiction rules that a provision of this Agreement is invalid or unenforceable, such provision will be deemed modified to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will continue in full force and effect.

12.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

12.8 Section Titles. Section titles or references used in these Terms shall be without substantive meaning or content of any kind and are not a part of the agreements among the Parties evidenced hereby.

12.9 Governing Law and Venue. These Terms and all matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the State of Tennessee, except for its conflict of law provisions, which shall not apply. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are specifically excluded from application to these Terms. All such disputes will be brought and decided in a court of law in the State of Tennessee.

12.10 Assignment. You shall not assign its rights or delegate its obligations under this Agreement without the prior written consent of Ministry Brands. Any attempted assignment in violation hereof shall be void and of no force or effect. Ministry Brands may assign its rights and delegate its duties hereunder at any time without Your consent.

12.11 Ambiguities. Each party has participated in the review of this Agreement. Any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement. The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against a party.

12.12 Entire Agreement; Modification. This Agreement, including the Privacy Policy referenced herein, constitutes the complete agreement between the parties and supersedes all prior, conflicting agreements or representations, written or oral, concerning the subject matter of this Agreement and such additional documents.  Ministry Brands reserves the right to change these Terms at any time, by posting the amended version, which will be indicated by the effective date of the updated version at the top of these Terms. It is Your responsibility to review these Terms frequently and remain informed about any changes to them, so we encourage You to visit this page often. The most recent version of these Terms takes precedence over any previous version of these Terms that we have issued related to the Platform and Your continued use of the Platform constitutes Your acceptance of the most recent version of these Terms.