STAY THE COURSE™ CONTENT LICENSE AGREEMENT
- Harrington Interactive Media, LLC, doing business as HIM Publications, a Tennessee limited liability company (“HIM”) grants to the individual, church or other ministry organization (collectively, the “Organization”) which purchases Stay the Course sermon series marketing kit or other content license (the “License”) a limited license to use certain proprietary Content and Trademarks (as defined below) strictly as set forth in this agreement (the “Agreement”). By agreeing to these terms, downloading the Content or Trademarks, or using the Content or Trademarks, you agree to legally bind you and your Organization to the terms of this Agreement.
- Rights Included. The License you receive in this Agreement may include trademarks, logos, and brands (collectively, “Trademarks”) and sermon materials, leader’s guides, discussion questions, student materials, handouts, marketing materials, images, artwork, graphics files, messages, text, data, and other copyrighted content in any format or medium (collectively, “Content”). The License is limited to only the specific Trademarks and Content included in the materials made available by HIM as part of the Content package delivered to the Organization. The License also includes the right to use Stay the Course™ trademark in accordance with the any usage requirements or style guide provided by HIM to identify that the Organization is using HIM Content as part of its ministry.
- Limited License. Subject to the terms of this Agreement, HIM grants to the Organization a limited, personal, 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 solely to promote, display, perform, and conduct the sermon series/ministry program described in the License or, in the case of a license purchased by an individual, solely for personal use. Except as expressly provided otherwise in writing by HIM, the Organization agrees not to use any Trademark or Content in, on, or associated with any revenue-generating products or services, including products or services sold to members of the Organization or which generate ad revenue. The Organization agrees not to alter the Trademarks without prior written approval from HIM and all use of the Trademarks inures to the benefit of HIM. 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 Organization acknowledges that representatives of HIM may, on reasonable notice, inspect said programs to confirm conformance with the standards referenced in this Agreement.
- Organization will acknowledge the source of the Content and will not remove any copyright or other notices of ownership within the Content. If presenting the sermon series to a congregation, during at least one sermon during the series, Organization will acknowledge the Content originated from Stay the Course by Brandon Guindon.
- No Sublicense or Assignment. The License granted by this Agreement does not permit the Organization to rent, lease, lend, or otherwise sublicense the Trademarks or the Content, or assign this Agreement to any other person or organization without the prior written approval of HIM. Any attempted sublicense or assignment without such approval is null and void and constitutes a material breach of this Agreement.
- The Organization may adapt sermon Content to be contextualized for the Organization’s specific membership and may add questions or discussion points (collectively “Adaptations”) to discussion questions Content. However, the Organization may not modify any existing discussion question Content or raw files containing Trademarks. To the extent that the Organization creates any Adaptation of Content, the Organization hereby transfers and assigns sole copyright to each Adaptation, on a rolling basis upon creation, to HIM. During the Term, HIM 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.
- Territory/Term. The “Territory” is the United States of America. The “Term” is perpetual subject to the termination provision below.
- Valid Rights/Notice of Infringement. The Organization acknowledges that the Trademarks are valid and valuable trademarks exclusively owned by HIM and the copyrightable components of the Content are copyrighted works exclusively owned by HIM and/or its licensors. HIM retains all rights to the Trademarks and Content not expressly licensed. The Organization will not challenge or dispute HIM’s exclusive rights in and to the Trademarks or the Content, and agrees to provide prompt written notice to HIM in the event that the Organization learns that any person or organization infringed or is infringing upon HIM’s rights to the Trademarks or the Content.
- EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE CONTENT, TRADEMARKS AND LICENSE ARE PROVIDED “AS IS”. HIM 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. HIM 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.
- Indemnification/Insurance. The Organization agrees to defend, indemnify, and hold harmless HIM 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 HIM’s gross negligence or breach of this Agreement. During the Term, the Organization represents that it carries general liability insurance (including coverage for the indemnification obligation in this Agreement), that upon request by HIM, it will add HIM as an additional insured under said policy and provide HIM with a certificate of insurance indicating the same. Said insurance obligation is waived for an individual purchasing a license solely for personal use.
- Limitation of Liability. HIM’s maximum liability to the Organization related in any way to this Agreement, the License, Trademarks, or Content will be the lesser of a refund of any amount paid by the Organization for the License or One Hundred Dollars ($100). IN NO EVENT WILL HIM 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.
- Relationship of the Parties. This Agreement does not create any affiliate, partnership, joint venture, or agency relationship between HIM and the Organization, and the Organization agrees not to imply that any such relationship exists.
- Data/Links. The Organization agrees that HIM and its affiliates may collect and use aggregated data regarding the Organization’s use of the Content to improve HIM’s products and services, and to provide customized services to the Organization. The Content may include links to third party sites. The third party sites are not under HIM’s control, and HIM is not responsible for their content, or any links contained in them. HIM is providing these links as a convenience, and the inclusion of any link does not imply endorsement by HIM.
- Support Services. Any supplemental content or materials provided by HIM are considered Content as governed by this Agreement. Any information you provide to HIM regarding your use of the Content or Trademarks may be used for business purposes, including improving HIM products or services.
- HIM reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice to Organization. Termination will be without refund of any amounts paid by the Organization in the event of the Organization’s breach of any term of this Agreement. Additionally, HIM reserves the right at any time to terminate the license to a specific Trademark or component of Content.
- Failure by HIM 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.
- Governing Law/Dispute Resolution. This Agreement shall be interpreted under the laws of the State of Tennessee without regard to conflict of law provisions therein. Any dispute, controversy, or claim arising under, out of, in connection with, or in relation to this Agreement must be brought in the federal courts located in Davidson County, Tennessee and the parties hereby submit to the personal jurisdiction thereof.
- 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 August 1, 2021]