EULA - ForMinistry

ForMinistry.com End User License Agreement

(Printable version of the EULA)

This End User License Agreement (“Agreement”) is made between the American Bible Society ("ABS") and the end user organization (“End User”) whose authorized representative affirms the organization’s intent to be bound by its terms and conditions by choosing the “I Agree” button at the end of this form.

1. Scope of Agreement. This Agreement pertains solely to the terms and conditions for the granting of certain rights to the End User to enable the End User to develop its own “ForMinistry” website, hosted by ForMinistry.com®, using ForMinistry’s Content Management System (“FM/CMS”). The FM/CMS End User Package consists of:

ForMinistry WebBuilder, consisting of a (i) Content Management System, (ii) templates, and (iii) communications devices (e.g. email list management, threaded discussion forums, etc.);
FM Domain Name Services, including use of “ForMinistry.xx” as a site prefix. (E.g. ForMinistry.cc/FirstChurch); and
ABS Content, from ForMinistry.com or other American Bible Society sites, which may be offered to End Users at ABS’s sole discretion from time to time, solely for use on End User’s ForMinistry site.

2. Grant of License. ABS grants End User the non-exclusive, worldwide, royalty-free, fully paid-up right and license to use the products and services comprising the FM/CMS End User Package, as it now exists and as it may be modified from time to time (and more fully described at www.forministry.com) solely for the purpose of developing and maintaining End User’s ForMinistry website hosted by ABS, during the term of this Agreement.

3. End User Covenants.

(a) No Third Party Use. End User shall take reasonable steps to ensure that no third party is permitted to use any component of the FM/CMS End User Package (e.g., by copying any portion of End User’s ForMinistry site, framing End User’s ForMinistry site, etc.).

(b) Legal Compliance. End User shall take reasonable steps to ensure that its ForMinistry website, and its use of the FM/CMS End User Package, comply fully with applicable federal, state and local laws and regulations.

(c) End User will ensure that all content the End User publishes or allows to be published via ForMinistry tools and services:

is consistent with American Bible Society's mission and core values, including respecting all people as children of God;
displays Biblical qualities of loving kindness and charity toward all Christians, especially when addressing matters of disputed doctrine or practice;
is appropriate given ForMinistry's purpose to equip the Christian community for ministry;
is suitable for ministry-minded Christians seeking information about
Examples of unsuitable, inappropriate and inconsistent material include (but are not limited to): pornography, hate speech, for-profit commercial solicitations, and any material in violation of all applicable local, state and federal laws. Regarding e-commerce, users are welcome to link to other sites where they sell ministry-related products, but the products must be clearly in support of the church or ministry, and the products cannot be sold directly on the ForMinistry-supported site.

(d) Communiques. Editors may, from time to time, receive ForMinistry's eAlerts; these are our way of sending important information that may include (but is not limited to) system administration issues, Web Builder feature changes, fundraising appeals, or ForMinistry's operations. All Editors must be able to receive eAlerts through the email address they have registered in their Editor's Profile. This is a requirement for using ForMinistry's services.

4. Term and Termination.

(a) Term. The term of this Agreement shall commence when End User indicates its intent to be bound by choosing the “I Agree” button at the end of this form. This Agreement shall continue in effect indefinitely, unless terminated as provided herein.

(b) Termination. This Agreement shall terminate when either party provides the other with notice of its intent to terminate (with or without cause) at least ninety (90) days prior to the effective date of termination; provided, however, that ABS may cease providing FM Hosting services at any time if ABS’s hosting service provider(s) terminate or suspend their services to ABS; and provided further, that ABS may terminate this Agreement immediately, without further notice, if End User breaches any material term of this Agreement and fails to cure such breach within a reasonable period of time not to exceed 15 days from notice of such breach

(c) Effect of Termination. Upon termination of this Agreement (the “Termination Date”), (i) the right and license granted by ABS to End User pursuant to this Agreement shall automatically terminate, (ii) End User shall cease using all components of the FM/CMS End User Package described in Section 1 above, and (iii) as soon as practicable, End User and ABS shall eliminate from their respective web sites any marks or branding owned by or related to the other party. Upon the Termination Date, End User shall remove and cease to use the ABS Content, if any, provided by ABS unless ABS, at its sole discretion, grants End User the right to use the ABS Content in each instance in writing, subject to the restrictions and limitations, if any, of the third party suppliers of such content. The rights to terminate this Agreement as described in this Section 4 shall be in addition to all other rights and remedies either party may have under law or in equity.

5. Ownership.

(a) Generally. Nothing in this Agreement shall effect a transfer of copyright or other ownership or proprietary rights from ABS to End User or from End User to ABS. Neither party may remove, alter, cover or distort any copyright, trademark or other proprietary rights notice placed by the owner in or on the web sites, software or any other products of the parties, and each party will ensure that all such notices are reproduced on all authorized copies.

(b) End User Content. “End User Content” means the information or other content that End User provides or acquires from third parties (including but not limited to the web pages of users of End User’s web site) and enters, uploads, posts, publicly displays, transmits, performs or otherwise makes available by means of FM/CMS or that End User designates (using FM/CMS syndication facilities) as available for use by ABS on ForMinistry.com. End User shall own all right, title and interest in all End User Content, except for the rights granted to others through the syndication facilities of FM/CMS.

(c) ABS Property. Except for the rights granted to End User pursuant to this Agreement, ABS shall own all right, title and interest in the FM/CMS End User Package and any CGI or HTML code, graphics and data, interactive elements, software, software and development tools, technical know-how, standardized subroutines, algorithms, command structures, processes, design and coding, interface design and programming techniques and their attendant intellectual property rights, that are created by ABS and incorporated into the FM/CMS End User Package, or incorporated into any work embodying or derived from any portion of the FM/CMS End User Package, or that otherwise may be provided by ABS to End User under this Agreement.

6. American Bible Society Marks. The ABS hereby grants End User during the term of this Agreement a non-exclusive, non-transferable, worldwide right and license to use the “ForMinistry” service mark and logo (“ABS Mark”) on End User’s ForMinistry site and in print, audio, on-line and other promotional materials for End User’s ForMinistry site, subject to the prior written approval of ABS in each instance, which approval shall not be unreasonably withheld. End User acknowledges and agrees that the ABS owns and otherwise has the exclusive right to use and to license the ABS Mark. ABS shall have the right to review and approve or disapprove in advance End User’s use of the ABS Mark and, in the event that the ABS disapproves of any such use, ABS shall notify End User of such disapproval by written notice and will afford End User the opportunity to respond and correct the misuse of the mark within five (5) business days from receipt of notice of misuse. If misuse of the mark is not remedied by End User, ABS may revoke the license granted by this Section 6 with respect to that use. End User acknowledges, as between End User and the ABS, ABS’s sole ownership of the ABS Mark worldwide and all associated good will. End User’s use of the ABS Mark, as between the parties, shall inure solely to the benefit of ABS. End User hereby assigns and shall assign in the future to ABS all rights it may acquire by operation of law or otherwise in the ABS Mark, including all applications or registrations therefore, along with good will associated therewith.

7. Traffic/Statistical Information.

(a) Traffic Recognition. The American Bible Society shall have the right to recognize any web traffic data and/or related activity generated from the End User ForMinistry site for purposes of reporting such web traffic and/or activity to any third party media ratings organizations.

(b) Privacy Policy/Other Limitations. At all times, End User shall ensure that its ForMinistry site is operated in strict conformance with a privacy policy similar in all material respects to the privacy policy then in effect for ForMinistry.com; provided, however, that End User also shall ensure that its privacy policy is fully compliant with any applicable laws and regulations to which End User is subject.

8. Representations and Warranties.

(a) By ABS. ABS represents and warrants that: (i) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) it has the right to grant the rights and licenses granted hereunder; and (iii) the ABS Content that has been developed by ABS (including the ABS Mark, but excluding any content supplied to ABS by third parties) shall not violate or infringe the U.S. common law or statutory right of any person or other entity including, without limitation, any contractual rights, proprietary rights, copyrights, trademark, service mark, or patent rights under U.S. law, or any rights of privacy or publicity under U.S. law, nor shall they violate any U.S. law or regulation, nor shall they be unlawful or defamatory under U.S. law.

(b) By End User. End User represents and warrants that it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder.

9. Indemnification/Limitation on Liability.

(a) By ABS. Subject to the conditions and limitations set forth elsewhere in this Section 9, ABS agrees to indemnify, defend and forever hold End User, and its present and former officers, members, shareholders, directors, employees, representatives, attorneys, insurers and agents, and its successors, heirs and assigns, harmless from and against any and all losses, liabilities, claims, costs, damages and expenses (including, without limitation, fines, forfeitures, reasonable attorneys’ fees, disbursements and administrative or court costs) arising directly or indirectly out of any third party claim, complaint or action concerning any breach or alleged breach of ABS’s representations and warranties, as set forth in Section 8(a) above.

(b) By End User. Subject to the conditions and limitations set forth elsewhere in this Section 9, End User agrees to indemnify, defend and forever hold ABS, and its present and former officers, members, shareholders, directors, employees, representatives, attorneys, insurers and agents, and its successors, heirs and assigns, harmless from and against any and all losses, liabilities, claims, costs, damages and expenses (including, without limitation, fines, forfeitures, reasonable attorneys’ fees, disbursements and administrative or court costs) arising directly or indirectly out of any third party claim, complaint or action concerning: (i) End User’s ForMinistry site (except for ABS Content), or (ii) any breach or alleged breach of End User’s representations and warranties, as set forth in Section 8(b) above.

(c) Indemnification Procedures. A party entitled to indemnification shall, with respect to any claim made for which indemnification may be available, notify the other party in writing of the nature of the claim as soon as practicable but not more than 10 days after receiving notice of the claim. Failure to give such timely notice shall relieve the indemnifying party of its obligations to indemnify, to the extent that the indemnifying party is damaged as a result of the failure of timely notice. Upon receipt of notice of a claim, the indemnifying party shall employ counsel reasonably acceptable to the indemnified party and shall assume the defense of the claim. The indemnified party shall have the right to employ separate counsel and to participate in (but not control) any defense, but the fees and expenses of such counsel shall be at the expense of the indemnified party. An indemnifying party shall not be liable for any settlement of an action effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall an indemnifying party settle any such action without the written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed). No indemnifying party will consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the indemnified party a release from all liability with respect to the claim. Each party shall cooperate in the defense of any claim for which indemnification is available and shall furnish such records, information, testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may reasonably be requested by the other party.

(d) Limitation of Liability. EXCEPT AS PROVIDED IN THIS SECTION 9 WITH RESPECT TO INDEMNIFICATION FOR THIRD PARTY CLAIMS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF INCOME, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION SHALL NOT LIMIT EITHER PARTY’S ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF. THE FM/CMS END USER PACKAGE IS PROVIDED “AS IS,” “AS AVAILABLE”, AND EXCEPT AS PROVIDED UNDER SECTION 8 ABOVE, EACH PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND/OR WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT, NEITHER PARTY WARRANTS THAT ACCESS TO OR USE OF ANY COMPONENT OF THE FM/CMS END USER PACKAGE, END USER FORMINISTRY SITE, FORMINISTRY.COM, ABS SERVERS OR ABS SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR VIRUS FREE, OR THAT ANY SOFTWARE OR SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. ABS MAKES NO WARRANTY WITH RESPECT TO THE PRIVACY, SECURITY, AUTHENTICITY AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN THE CONTENT MANAGEMENT SYSTEM OR ANY OTHER ABS SYSTEM.

10. Force Majeure. Neither party shall be deemed in default or otherwise liable under this Agreement due to its inability to perform its obligations by reason of any fire, earthquake, flood, substantial snowstorm, epidemic, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, embargo, war, terrorist act, act of God, or any municipal, county, state or national ordinance or law, or any executive, administrative or judicial order (which order is not the result of any act or omission which would constitute a default hereunder), or any other or similar cause beyond that party’s control.

11. Governing Law. This Agreement and all matters or issues related thereto shall be governed by the internal laws of the State of New York without regard to choice of law rules.

12. Assignment. Neither End User nor ABS may assign or transfer this Agreement without the prior written consent of the other. Notwithstanding the foregoing, however, ABS may delegate any portion of its responsibilities to a sub-contractor or may assign or transfer this Agreement, at its discretion, upon notice to End User, to any ABS affiliate provided that the assignee is capable of assuming, and agrees to assume, all of ABS’s obligations under this Agreement. Any purported assignment or transfer in violation of the foregoing shall be null and void.

13. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. In the event that any provision of this Agreement is determined to be invalid, unenforceable or otherwise illegal, such provision shall be deemed restated, in accordance with applicable law, to reflect as nearly as possible the original intentions of the parties, and the remainder of the Agreement shall be in full force and effect.

14. Waiver. No term or condition of this Agreement shall be deemed waived, and no breach shall be deemed excused, unless such waiver or excuse is in writing and is executed by the party against whom such waiver or excuse is claimed.

15. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations.

16. Notices. All notices, demands and other communications hereunder shall be in writing, shall be delivered by one of the methods described in this Section 16, and shall be deemed to have been duly given: (i) three (3) business days from the date of mailing if sent by certified mail, postage prepaid; (ii) when received, if delivered by overnight courier; (iii) when received, if delivered by facsimile transmission; or (iv) when received, if delivered by email. Notices to End User shall be sent to the postal address, facsimile number, or email address stated in the online Site Editor’s Registration form. Notices to ABS (including any change to End User’s address information) shall be sent to: ForMinistry.com; 14120 Parke Long Court, Ste. 204, Chantilly, Virginia 20151; ; facsimile no. 703-621-2001; email support@forministry.com, or changed online by editing the Site Editor’s Profile.

17. Dispute Resolution. Both parties recognize that conflicts or disputes may occasionally arise. If any dispute cannot be resolved in private meetings, the parties mutually agree, as an alternative to litigation, to enter into mediation and, if mediation is unsuccessful, legally binding arbitration in accordance with the rules of the Institute for Christian Conciliation of Peacemakers Ministries, as set forth at www.hispeace.org. The parties agree that any arbitration award may be entered in any court having jurisdiction over the subject matter or parties. The parties understand that these methods shall be the sole remedy for any controversy or claim arising out of this Agreement or the subject matter hereof (including but not limited to any disputes regarding indemnification obligations under Section 9 above), and expressly waive their right to file a lawsuit or claim against one another for such disputes, except to enforce an arbitration decision.