Last Revised: February 25, 2020
GOOD NEWS PRODUCTIONS INTERNATIONAL
CONTENT LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN CUSTOMER AND GOOD NEWS PRODUCTIONS INTERNATIONAL, A MISSOURI NOT FOR PROFIT CORPORATION (“GNPI”). BY ACCESSING AND/OR USING THE SERVICES OR SERVICES MATERIALS, CUSTOMER IS AGREEING, ON BEHALF OF ITSELF AND EACH OF ITS AUTHORIZED USERS, TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
- DEFINITIONS. As used in this Agreement, the following defined terms shall apply:
- “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the power, directly or indirectly, to direct, or to cause the direction of, the management and policies of an entity, through majority ownership of voting securities, equity interests, or otherwise.
- “Agreement” means this Content License Agreement, and any other documents incorporated herein by reference.
- “Authorized User” means either:
- A Customer that is a church, charitable organization, or nonprofit corporation, and each individual employee of such organization (an “Organizational User”);
- A Customer that is an individual member of a church, charitable organization, or nonprofit corporation (a “Member User”); or
- A Customer that is a natural person but is not a Member User or an individual employee of a church, charitable organization, or nonprofit corporation (an “Unaffiliated User”).
- “Customer” means the legal entity or natural person that has registered one or more User Account(s) with GNPI for the purpose of obtaining access to or use of the Services.
- “GNPI Marks” means any name, logo, domain name, or mark belonging to GNPI or its Affiliates including, without limitation the mark “Redux”, and any designs or logos evidencing the same.
- “Services” means the generally available GNPI Redux software-as-a-service offering delivered through any GNPI hosted service delivery platform (collectively “SaaS Services”), including any components provided with it, and Updates, all as may be further described in the applicable Service documentation prepared and made available to Customers by GNPI (the “Services Documentation”). GNPI may update the Services with Updates at any time in its sole discretion, and all Services set forth in the Services Documentation may not be available to all Customers. The Services are of an electronic nature delivered to Customer remotely via a technology infrastructure.
- “Services Materials” means the (i) curriculum, education, and training data, materials, and libraries, and (ii) personal biographical information about one or more natural persons pertaining to such person’s life, history, or spiritual progression, in each case that is provided through the Services, including similar content that GNPI has compiled from various other users of the Services and has made generally available to its users of the Services, in the form provided by GNPI to Customer. “Services Materials” shall also include any similar data or materials that are made available to GNPI by Customer or its Authorized Users pursuant to the Content Licensing Agreement.
- “Updates” means any corrections, bug fixes, new features, or functions added to or removed from the Services but shall not include any new Service(s) version(s) that GNPI markets and sells separately.
- “User Account” means a Customer’s online user account with GNPI. With respect to Customer’s that are legal entities, a separate User Account must be registered for each Organizational User.
- CONTENT LICENSE.
- The Services allow Authorized Users to store or share Customer Data and to receive materials from others. When Authorized Users share Customer Data with other people, Customer understands that GNPI and other users may be able to, on a worldwide basis, use, save, record, reproduce, broadcast, transmit, share and display Customer Data without compensation. If Customer does not want GNPI and other users to have such rights, Customer should not use the Services.
- GNPI and its service providers may collect and use data and related information, including, but not limited to, technical information about devices, systems, related software, services, or peripherals associated with Customer’s use of the Services, information about Customer’s region or location, information that is entered into the Services by Authorized Users about other individuals, and other information collected, stored, or generated through Customer’s use of the Services or Services Materials or gathered by the Services, including certain curriculum, education, and training data, materials, libraries, and content that Customer or its Authorized Users upload to the Services, data pertaining to Customer’s system’s performance and diagnostics, and statistical information about the use of the Services including access times, functionality, use, and other statistical and performance data along with Customer feedback (the “Customer Data”). Customer hereby grants to GNPI an irrevocable, perpetual, world-wide, and royalty-free right and license to access, use, distribute, sublicense, analyze, and modify Customer Data for any purpose permitted by law including without limitation, for (i) the analysis and incorporation of the Customer Data in databases, reports, comparative data sets, or systems generated therefrom, including within its Services Materials; (ii) the creation and distribution of works and derivative works based on the Customer Data; (iii) securing, managing, measuring, and improving the Services and Services Materials; (iv) the sale or license of aggregated data sets or for the distribution to other customers of GNPI and end users of the Services or Services Materials; and (v) for any other purposes specifically agreed to by Customer and GNPI. GNPI may also use Customer Data in demonstrations or materials that promote the Services or Services Materials. GNPI may also republish the Customer Data in one or more publications, periodicals, resources, or other written or audiovisual works that may be considered Customer Data with obtaining Customer’s consent.
- Customer agrees to comply with all laws, rules, and regulations including, but not limited to, export and import, data protection, and privacy laws and regulations applicable to Customer Data. Specifically and without limiting the generality of the foregoing, Customer shall provide the relevant persons and/or participants with all information or notices Customer is required by applicable privacy and data protection laws to provide the licenses to the Customer Data set forth in this Agreement and, if deemed necessary by GNPI, shall obtain such written consents, licenses, or permissions of such persons in order to fully vest in GNPI the rights to be granted pursuant to this Agreement. GNPI may freely modify, delete, store, copy, transmit, display, and transfer any Customer Data as deemed necessary by GNPI to cooperate with applicable government authorities or to comply with applicable law.
- REPRESENTATIONS AND WARRANTIES. Customer represents and warrants that (i) Customer has all the rights necessary for the upload, use, modification, and license for the Customer Data; (ii) that the collection, use, and retention of Customer Data by GNPI will not violate any law or intellectual property (including copyright, patent, trademark, or trade secret) rights of others; (iii) the Customer Data is true and correct, in all material respects and is not misleading in any manner as to the source, authorship, or identity of any person; (iv) no consent of any third party, governmental authority, or regulatory body is required for Customer to grant the rights to GNPI under this Agreement; (v) does not contain any personal health information (as that term is defined by 45 C.F.R. 160.103) of any person; (vi) does not contain the personal information of any person under the age of thirteen (13); and (vii) does not contain any pornographic images or content and does not contain any intentionally false information about any person. Each Customer shall be responsible for the compliance of the representations and warranties in this Section 3 by each of its Authorized Users and any breach of this Section 3 by any Authorized User of a Customer shall be deemed a breach of this Section 3 by the Customer.
- Customer shall indemnify, defend, and hold harmless GNPI, its Affiliates, and each of their officers, directors, members, employees, agents, and representatives (the “GNPI Parties”) from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) ("Losses") incurred by GNPI resulting from any claim, suit, action, or proceeding ("Claim") (i) arising from or related to any breach of this Agreement by Customer; (ii) alleging that GNPI's use of the Customer Data infringes or misappropriates such third party's intellectual property rights (including any patents, copyrights, or trade secrets); or (iii) arising from or related to any termination of the license set forth in Section 2.2 of this Agreement.
- If any Claim is made or appears possible, GNPI shall have the sole authority to control the defense of such claim. The amount payable to GNPI shall be independent of, and not reduced by, any recovery by GNPI from insurance, nor shall GNPI be obligated to purse all other remedies or insurance recoveries before asserting its rights under Section 4.1.
- ADDITIONAL TERMS.
- Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part without GNPI’s prior written consent. Any attempted assignment in violation of the foregoing shall be void. This Agreement will bind and inure to the benefit of each party’s successors or permitted assigns.
- Entire Agreement; Order of Precedence. This Agreement (together with the ReduxTM End User Services Agreement) sets forth the entire agreement and understanding of the parties relating to the Customer Data and supersedes all prior and contemporaneous oral and written agreements with respect to the Customer Data. Nothing contained in any other document submitted by Customer shall in any way add to or otherwise modify this Agreement. The terms of this Agreement may be updated by GNPI from time to time without notice (but will be identified by the last updated date) and may be reviewed anytime at www.reduxdm.com and/or reduxapp.com. It is Customer’s responsibility to check the foregoing link for updates. Customer’s continued access to and use of the Services constitutes acceptance of the then-current terms.
- General Terms. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between or among the parties. No person or entity not a party to this Agreement will be deemed to be a third-party beneficiary of this Agreement or any provision hereof. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on any party unless agreed to in writing by such party. GNPI’s failure to enforce any term of this Agreement will not be construed as a waiver of the right to enforce any such terms in the future. Unless otherwise specified, remedies are cumulative. This Agreement may be agreed to online, by use of the Services or Services Materials, and/or executed by electronic signature and in one or more counterparts.
- Force Majeure. In no event shall GNPI be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement or safeguard the Customer Data, if such failure or delay is caused by (in whole or part) any circumstances beyond GNPI’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
- Choice of Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule (whether of the State of Missouri or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Missouri. In the event of a dispute with respect to any matter arising out of or in connection with this Agreement, or any Customer’s or Authorized User’s use of the Services, the parties hereby agree to the exclusive venue and jurisdiction of the courts of the State of Missouri located in Newton County, Missouri, or, only if the such courts lack jurisdiction over the matter in question, the federal courts of the Western District of Missouri located in Kansas City, Missouri.
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.