Effective Date: September 6, 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 before accessing, using or providing Your information or data to the Platform. 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 Ministry Brands’ online, cloud-based software-as-a-service giving platform (the “Platform”). The Platform includes any mobile or tablet application versions of the Platform downloaded or accessed by You.
BY CHECKING THE BOX AND ACKNOWLEDGING 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
(C) ACCEPT THESE TERMS, INCLUDING WITHOUT LIMITATION CONDUCTING THIS TRANSACTION ELECTRONICALLY, DISCLAIMERS OF WARRANTIES, DAMAGE AND REMEDY EXCLUSIONS AND LIMITATIONS, ARBITRATION, 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 MAY 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. 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. Only your employees or independent contractors who have a business purpose to use the Platform (collectively, “Authorized Users”) may access and use the Platform. 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 only as an individual giver/donor, 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. 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 via You or as a result of You, 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. You are responsible to Ministry Brands for your Authorized Users’ activity and any breach of these Terms. 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.
1.2 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 solely responsible for maintaining the strict confidentiality of any username and password You create in order to access and use the Platform and You will be solely responsible for any unauthorized access, data security breach, damages or losses that may result through Your account. You should immediately notify Ministry Brands in writing of any need to deactivate Your account due to potential or actual security concerns. 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.
1.3 Restrictions on Use. 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 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;
- impersonate or misrepresent Your affiliation with any person or entity;
- violate any applicable law or regulation in Your use of the Platform; or
- use the Platform in any manner not permitted by these Terms.
1.4 Your Responsibilities. You shall (a) obtain all consents, permissions, and authorizations required under applicable law from Authorized Users and other individual end users as necessary to input, provide, transfer, and make available data to Ministry Brands for the purposes of providing the Platform, including without limitation all personal data and sensitive data, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Platform, and notify Ministry Brands promptly of any such unauthorized access or use, and (c) be solely responsible for Your systems through which the Platform is accessed. You shall also notify Ministry Brand in writing in the event that of replacement of the authorized administrator. Such notification shall be in writing on your letterhead and signed by either an authorized officer or Your lead pastor or priest, as applicable You shall promptly notify Ministry Brands of any unauthorized use of the Platform of which You become aware.
1.5 Your Representations and Warranties. You represent and warrant that Your use of the Platform will be in accordance with these Terms and any other applicable laws and regulations, including without limitation any local laws or regulations in Your country, state, city, or other governmental area, regarding the Platform, online conduct, and acceptable content. You further represent and warrant that Your collection and use of personally identifiable data shall be in compliance with all applicable federal, state, and local laws, rules, and regulations as the same may be amended or supplemented from time to time, pertaining in any way to the privacy, confidentiality, security, management, disclosure, reporting, and any other obligations related to the possession or use of any personally identifiable information or technical data; including but not limited to the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM”) and the Telephone Consumer Protection Act (“TCPA”). Failure to comply with CAN-SPAM, TCPA, or any other applicable laws, rules, and regulations will be a material breach of these Terms and may result in the immediate suspension and/or termination of Your account. You understand and agree that the Platform merely provides a conduit for the transmission of messages, and Ministry Brands does not represent, warrant or guarantee that the Platform or any messages you send through the Platform will comply with CAN-SPAM, TCPA, or other such laws, rules, and regulations.
1.6 Platform Updates. In connection with the limited license granted under these Terms, Ministry Brands may from time to time update, upgrade, replace, 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 amended from time to time. Ministry Brands shall have the right to migrate your account to a functionally equivalent 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 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.
1.7 Mobile Application. To use any mobile application version of the Platform (the “App”), You must have a compatible mobile device. Ministry Brands does not warrant that the App will be compatible with Your mobile device. You may use mobile data in connection with the App and may incur additional charges from Your wireless provider for using the App. You agree that You are solely responsible for any applicable charges. Ministry Brands may update any app and may automatically electronically update the version of the App that You have installed on a mobile device. You consent to all automatic upgrades, and understand that these Terms will apply to all updated versions of the App. Any third-party open source software included in the App is subject to the applicable open source license and may be available directly from the creator under an open source license. These Terms do not apply to Your use of software obtained from a third-party source under an open source license.
1.8 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.
1.9 Third-Party Applications. In the event Ministry Brands provides any integration or interfaces between the Platform and any third party products and/or services with functionality that interoperates with the Platform or other content or data in the Platform (the “Third-Party Applications”) used by You, You shall be solely responsible for ensuring that You have all necessary consents, licenses and cooperation from such third party provider of the Third-Party Applications to allow Ministry Brands to integrate with such Third Party-Applications, and to use and store in the Platform any and all data received from or through such Third Party-Applications. 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-Application, any transactions completed in or through the same, nor for any contract entered into by You or Your Authorized Users (as the case may be), with any such third party. Ministry Brands cannot guarantee the continued availability of any features designed to interoperate with Third Party-Applications, and may cease providing them without entitling You to any refund or credit, if for example and without limitation, the provider of the Third Party-Application ceases to make the Third Party-Application available for interoperation with the Platform in a manner acceptable to Ministry Brands. You are responsible for complying with the applicable terms of service for any Third Party-Applications with which You use the Platform. You will indemnify Ministry Brands against all costs, losses, liabilities and damages which arise from any action or claim against Ministry Brands by such third party provider and/or other third party in respect of the use of (and/or integration/interface with) such Third Party-Application and related data (including without limitation personal data).
1.10 Third-Party Materials. The Platform may display, include, or make available third-party content or provide links to third-party websites or services (collectively, “Third-Party Materials”). You acknowledge and agree that Ministry Brands is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Ministry Brands does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience, and You acknowledge and agree that You access and use such Third-Party Materials entirely at Your own risk and subject to such third parties’ terms and conditions.
ARTICLE 2 INTELLECTUAL PROPERTY
2.1 Reservation of Rights. 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 (as defined below) 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. For purposes of these Terms, “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.
2.2 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.
2.3 Aggregated Data. You are the sole and exclusive owner of Your Data. You hereby grant to Ministry Brands a perpetual, irrevocable, worldwide, royalty-free, sublicensable, non-exclusive license to create, process, reproduce, store, display, modify, translate, create derivative works from, make available and otherwise use Aggregated Data for purposes of identifying trends within the Ministry Brands’ customer base and developing, providing, maintaining, supporting or improving Ministry Brands’ current and future products and services. For purposes of the foregoing, “Aggregated Data” means data, which is based on or derived from Your Data and which has been aggregated and de-identified in a manner that does not designate or identify You or Your Authorized Users as the source of the data.
ARTICLE 3 YOUR CONTENT
3.1 To the extent that You post, upload, input, submit, or otherwise transmit (collectively, “Post” or “Posting”) any text, images, photos, video, data, information and/or other materials, including without limitation personally identifiable information (“Personal Data”) provided by You or Your Authorized Users to or in connection with the Platform (collectively, “Your Content”) You agree to provide true, accurate, and complete information and to refrain from impersonating or falsely representing Your affiliation with any person or entity. All Posting of Your Content is Your sole and exclusive responsibility. Ministry Brands merely provides a forum for the transmission and dissemination of Your Content. YOU AGREE THAT YOU MUST EVALUATE AND BEAR ALL RISK RELATED TO THE USE AND TRANSMISSION OF YOUR CONTENT TO MINISTRY BRANDS. MINISTRY BRANDS SHALL HAVE NO RESPONSIBILITY WITH RESPECT TO THE RESULTS OF ANY ACTIONS YOU OR ANY THIRD PARTY MAY TAKE BASED ON YOUR CONTENT.
3.2 You acknowledge that Ministry Brands does not pre-screen or approve any of Your Content and has no obligation to monitor Your Content. However, to the extent permitted by law, Ministry Brands reserves the right to review, modify (for formatting and editing purposes), remove or delete any of Your Content at its discretion as needed to provide the Platform. Ministry Brands reserves the right at all times to disclose any information as Ministry Brands deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Ministry Brands’ sole discretion. If notified by a user of the Platform that Your Content allegedly does not conform with these Terms, Ministry Brands may investigate the allegation and determine in our sole discretion whether to remove that portion of Your Content, which Ministry Brands reserves the right to do at any time and without notice.
3.3 By Posting Your Content to the Platform, You grant, and You represent and warrant that you have the right to grant, to Ministry Brands an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, copy, perform, display, and distribute Your Content and to prepare derivative works of, or incorporate into other works, Your Content, and to grant and authorize sublicenses of the foregoing. You further warrant that the use of Your Content by Ministry Brands and its representatives will not infringe upon or misappropriate the intellectual property rights or otherwise violate the rights of any third parties. Ministry Brands will not pay You for Your Content or to exercise any rights related to Your Content set forth in this Section 3.
3.4 You acknowledge and agree that You are responsible for the legality of all Personal Data provided by Your or Your Authorized Users for Your use in connection with the Platform. Ministry Brands processes Personal Data provided by You to the Platform solely as necessary to provide the Platform and any related services to You. You represent and warrant:
- Your provision of Personal Data to Ministry Brands complies with all applicable laws and that You have provided all necessary notices and obtained any consent required for provision of Personal Data to the Platform;
- You have a legal basis for the processing of Personal Data through the Platform; and
3.5 Ministry Brands has no responsibility or liability for any disputes, communications, or issues between You and Your end users and customers.
ARTICLE 4 CONFIDENTIALITY; SECURITY
4.1 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. The following information shall be considered Confidential Information whether or not marked as such: (a) the terms of these Terms including all pricing that may be provided to You in connection with Your use of the Platform; and (b) Ministry Brands’s product plans, product designs and architecture, technology and technical information, and security processes . 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.
4.2 Injunctive Relief. You agree that any breach of Sections 1.4, 3 and 7 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.
ARTICLE 5 DISCLAIMERS
5.1 Disclaimer. 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 6 INDEMNIFICATION
6.1 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; (c) Your Data; (d) Your breach of these Terms; or (e) any negligence or willful misconduct by or on behalf of You or Your Authorized Users.
6.2 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 7 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 8 TERM AND TERMINATION
8.1 Term. These Terms will continue in full force and effect until these Terms are terminated as provided herein, or until the expiration or termination of the Payment Terms and Conditions. Except as otherwise set forth in an Order Form that includes a term of one (1) year or more, You may terminate these Terms at any time upon thirty (30) days’ prior written notice to Ministry Brands submitted via the Cancellation Form available in the administrator’s dashboard under the Settings Menu and the Account Services Tab. Please allow 7 to 10 business days for Ministry Brands to fully close Your account.
8.2 Termination. Ministry Brands may terminate these Terms at any time without notice. In addition, these Terms will terminate immediately and automatically without any notice if You violate any of the terms and conditions herein.
8.3 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 9 GENERAL TERMS
9.1 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.
9.2 U.S. and Canada 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”) and Canada only. Ministry Brands does not intend to market or offer the Platform to users outside of the United States or Canada and does make any representations or warranties with respect to use of the Platform outside the United States and Canada and does not guarantee that this Platform will comply with foreign laws, rules and regulations, including data privacy laws.
9.3 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.
9.4 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.
9.5 Contact Us. You may contact Ministry Brands by emailing us here or by reaching us by any other means specified in a communication received from us.
9.6 Severability. If a court of competent jurisdiction rules that a provision of these Terms is invalid or unenforceable, such provision will be deemed modified to the extent necessary to make it enforceable, and the remaining provisions of these Terms will continue in full force and effect.
9.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.
9.8 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.
9.9 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 Delaware.
9.10 Assignment. You shall not assign its rights or delegate its obligations under these Terms 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.
9.11 Ambiguities. Each party has participated in the review of these Terms. Any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting these Terms. The language in these Terms shall be interpreted as to its fair meaning and not strictly for or against a party.
ARTICLE 10 ADDITIONAL TERMS FOR USERS WHO DOWNLOAD THE APP THROUGH THE APPLE STORE.
10.1 The following additional terms apply to You if You download the App through the Apple Store:
- These Terms are applicable between You and Ministry Brands, but not Apple, Inc. (“Apple”). Ministry Brands, not Apple, offers the App to You, and Apple has no responsibility to You for any use of, or information related to, the App, and these Terms.
- You may only use the App on an Apple device that You own or control and as permitted by the App Store Terms of Service.
- Apple has no obligation to provide maintenance and support services with respect to the App, as used on Your iPhone, iPad, or iPod touch devices. In the event of any failure of the App to conform with any applicable warranty, You may notify Apple regarding a refund of Your purchase price of the App through the Apple Store. Apple has no other warranty obligation with respect to the App.
- Should You have any claim, whether You claim or whether a third-party claim has been filed against You, relating to Your use of the App, Apple shall have no responsibility to You.
10.2 You and Ministry Brands hereby acknowledge and agree that Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon Your acceptance of these Terms, Apple, as a third-party beneficiary, will receive (and otherwise shall be deemed to have received) the right to enforce these Terms against You.
ARTICLE 11 ADDITIONAL TERMS FOR USERS WHO DOWNLOAD THE APP THROUGH GOOGLE PLAY.
11.1 The following additional terms apply to You if You download the App through Google Play:
- These Terms are applicable between You and Ministry Brands, but not Google, Inc. (“Google”). Ministry Brands, not Google, offers the App to You, and Google has no responsibility to You for any use of, or information related to, the App and these Terms. Google shall not be responsible to You for maintenance of the App.
- Google shall not be responsible to You for any complaints You have regarding the App, as used on Your Android device.