GROUP BIBLE STUDY LICENSE AGREEMENT
This Group Bible Study License Agreement (“Agreement”) is made effective as of March 1, 2017 (“Effective Date”) by and between Logos Educational Corporation, a California corporation having an address of P. O. Box 420398, San Diego CA 92142 (“Licensor”) and San Francisco Solano Catholic Church, a 501(d) religious corporation having an address of 22082 Antonio Parkway, Rancho Santa Margarita CA 92688 (“Licensee”), both a Party to this Agreement and collectively referred to as the “Parties” hereto.
WHEREAS, Licensor is the owner of the original works of authorship identified in Exhibit A (hereinafter collectively “the Works”);
WHEREAS, Licensor wishes to license the right to perform the Works to Licensee subject to the terms and conditions set forth herein, and Licensee is desirous of acquiring such rights.
NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, and intending to be legally bound, the Parties agree as follows:
1. DEFINITIONS
1.1 “Online Classroom” shall mean the internet-based platform available at https://www.logosbiblestudy.com/online-classroom.
1.2 “Parish” means the San Francisco Solano Catholic Church located at 22082 Antonio Parkway, Rancho Santa Margarita CA 92688.
1.3 “Student” is defined as a parishioner of the San Francisco Solano Catholic Church who enrolls in the applicable group study course(s) through the Logos Bible Study website and agrees to the Logos Bible Study Terms and Conditions.
2. GRANT OF LICENSE
Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited right and license to perform the Works as streamed through the Online Classroom, solely to Students at the Parish, during the Term of this Agreement, subject to the terms and conditions set forth herein and the Logos Bible Study Terms and Conditions of Use available at https://www.logosbiblestudy.com/terms-conditions, which are hereby incorporated by reference in their entirety.
3. RESTRICTIONS
3.1 Registration. Licensee shall ensure that all parishioners attending the performance of the Works, have signed up as Students through the Group Study Registration Form on Logos Bible Study website for each applicable course included in the Works.
3.2 Performance. Licensee shall not perform the Works outside the Parish or to anyone that is not a Student. When performing the Works, Licensee shall only use the trademarked names of the Works and the products and services offered therein. Licensee shall not perform the Works under any other names or trademarks, nor pass off the Works as its own products.
3.3 Copyright Notices. Licensee agrees that it shall maintain on any copy of the Works, all such copyright notices as are existing on the copy of the Works that it receives from Licensor. Licensee agrees not to alter, erase or overprint any such notice.
3.4 No Sublicense; Reverse Engineering. Licensee shall not sublicense the Works. In addition, Licensee agrees that it shall not decompile, disassemble, or reverse engineer the Works, or modify, enhance, or otherwise change or supplement the Works, in whole or in part.
3.5 No Distribution. Licensee shall not lease, sell, distribute or otherwise provide access to the Works to any third parties who are not Students, in whole or in part, without the prior written approval of Licensor and pursuant to a separate license agreement.
3.6 No Reproduction; Derivative Works. Licensee shall not reproduce the Works create derivative works based on the Works, without the express written consent of Licensor.
3.7 No Other Rights. Licensee acknowledges and agrees that nothing herein contained shall give to Licensee any right, title, or interest in the Works (except the limited rights set forth in Section 2 of this Agreement), and that any rights not expressly granted to Licensee under this Agreement are expressly reserved by Licensor.
4. OWNERSHIP
Licensee acknowledges that, as between the parties, the Licensor is the sole and complete owner of the Works, the Online Classroom, and the Intellectual Property Rights and goodwill appertaining thereto, and that Licensee has not acquired, and shall not acquire, any right, title, or interest in or to the same, except the rights expressly set forth in this Agreement. All use of the Works by Licensee, and all goodwill associated with such use, shall inure to the benefit of Licensor.
5. PAYMENT
Licensee shall pay to Licensor a one-time license fee of $_______ for all of the rights and licenses granted under this Agreement. Payment shall be due upon execution of this Agreement by both parties.
6. TERM
The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect for one (1) year (“Term”).
7. TERMINATION
7.1 Termination. Notwithstanding Section 6, this Agreement may be terminated at any time upon the written agreement of the parties. Licensor may immediately terminate this Agreement by sending written notice to Licensee in the event that: (i) Licensee applies for or consents to the appointment of a receiver, trustee or liquidator for substantially all of its assets, or such a receiver, trustee or liquidator is appointed for Retailer; (ii) Licensee has filed against it an involuntary petition for bankruptcy that has not been dismissed within sixty (60) days; or (iii) Licensee files a voluntary petition for bankruptcy or reorganization, becomes insolvent or bankrupt or makes an assignment to the benefit of creditors; (iv) Licensee ceases operation for a period of 90 days, unless such failure to operate is due to fire, flood, earthquake or other similar causes beyond Licensee’s control.
7.2 Termination for Material Breach. Licensor may terminate this Agreement in the event of a material breach of any provision of this Agreement or of the Logos Bible Study Terms and Conditions of Use by Licensee or any Student, which breach is not cured within ten (10) business days from receipt of written notice of such breach by Licensor.
7.3 Termination for Non-Curable Breach. In the event that either party commits a non-curable breach, the other party may terminate this Agreement immediately upon providing written notice.
7.4 Temporary Suspension. Licensor may temporarily suspend Licensee’s access to the Works in the event that Licensee is engaged in, or Licensor in good faith suspects Licensee is engaged in, any unauthorized conduct (including, but not limited to any violation of this Agreement or the Logos Bible Study Terms and Conditions of Use). Licensor will attempt to contact Licensee prior to or contemporaneously with such suspension; provided, however, that Licensor’s exercise of the suspension rights herein shall not be conditioned upon Licensee’s receipt of any notification. Licensee agrees that Licensor shall not be liable to Licensee or any other third party if Licensor exercises its suspension rights as permitted by this section.
7.5 Effect of Termination. Upon the expiration or earlier termination of this Agreement, all rights and licenses granted hereunder shall immediately terminate. For the avoidance of doubt, on any termination of this Agreement, all rights given to Licensee and/or Students under Section 2 shall cease, access to the Online Classroom shall be terminated, and Licensee shall forthwith cease and desist all use of the Works in any place or manner and shall not thereafter use such Works without a new written authorization from the Licensor.
8. INFRINGEMENT ACTIONS
8.1 Action Against Infringements. Licensor shall have the sole right to take such action as it may decide in its discretion, at its expense and by counsel of its own choosing, against all actual, apprehended or suspected infringements of the copyright in the Works.
8.2 Notification. Licensee agrees to notify Licensor immediately in writing of any infringement or possible infringements made known to Licensee of any right of Licensor licensed hereunder.
8.3 Damages. Licensor shall retain all damages awarded in any action to enforce rights under any rights licensed hereunder.
9. DISCLAIMER OF WARRANTY.
THE WORKS ARE PROVIDED ON AN AS-IS BASIS. LICENSEE’S USE OF THE WORKS IS AT ITS OWN RISK. LICENSOR DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NO AGENT OF LICENSOR IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF LICENSOR AS SET FORTH HEREIN. LICENSOR DOES NOT WARRANT THAT: (A) THE USE OF THE WORKS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE WORKS WILL MEET LICESNOR’S REQUIREMENTS OR EXPECTATIONS; OR (C) THE WORKS WILL BE ERROR-FREE OR THAT ERRORS OR DEFECTS IN THE WORKS WILL BE CORRECTED. THE WORKS MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. LICENSOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
10. LIMITATION OF LIABILITY
IN NO EVENT SHALL LICENSOR BE LIABLE UNDER THIS AGREEMENT OR THROUGH THE PERFORMANCE OF THE WORKS, FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES. IN NO EVENT SHALL LICENSOR’S LIABILITY TO LICENSEE IN CONTRACT, TORT, OR OTHERWISE FOR DAMAGES ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF THE WORKS EXCEED THE AMOUNT OF THE APPLICABLE FEES PAID TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT WITHIN THE PREVIOUS SIX (6) MONTHS PRIOR TO THE DATE LICENSOR OR LICENSEE WAS NOTIFIED OF SUCH LIABILITY, EXCEPT THAT THIS LIMITATION SHALL NOT APPLY TO: (A) ANY INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT; OR (B) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
11. INDEMNITY
11.1 Indemnification by Licensee. Licensee shall indemnify and hold harmless Licensor and its directors, officers, agents and employees from and against all demands, claims, or suits by any third party arising out of or in connection with: (i) Licensee’s use of the Works in a manner other than as permitted under this Agreement, (ii) misuse of the Works by a Student, (iii) Licensee’s breach of this Agreement; or (iv) Licensee’s breach of any law, regulation, or ordinance (hereinafter collectively “Claims”), and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) incurred from any such Claims. Licensee’s obligations under this Section are conditioned upon (i) Licensee being promptly notified in writing of any Claim, and (ii) Licensor providing all reasonable assistance (at Licensee’s expense and reasonable request) in the defense of such Claim. In no event shall Licensor settle any Claims without Licensee’s prior written approval. Notwithstanding the foregoing, Licensor may, in its sole and exclusive discretion, elect to handle the defense of such Claims using its own legal counsel, in which case Licensee shall pay or reimburse Licensor up to the amount Licensor actually paid for the defense against any Claims.
11.2 Indemnification by Licensor. Notwithstanding the disclaimer of noninfringement in Section 9, Licensor, at its expense, shall defend Licensee and its directors, officers, agents and employees, from and against all claims alleging that the Works infringe or misappropriates any trademark, copyright or trade secret (“Infringement Claims”), and shall pay all damages, costs and expenses, including attorneys’ fees and costs (whether by settlement or award of by a final judicial judgment) incurred by Licensee from any such Infringement Claims. Licensor’s obligations under this Section are conditioned upon: (i) Licensor being promptly notified in writing of any Infringement Claim, (ii) Licensor having the sole and exclusive right to control the defense and/or settlement of the Infringement Claims, and (iii) Licensee providing all reasonable assistance (at Licensor’s expense and reasonable request) in the defense of such Infringement Claim. In no event shall Licensee settle any Infringement Claims without Licensor’s prior written approval. Licensee may, at its own expense, engage separate counsel to advise Licensee regarding an Infringement Claim and to participate in the defense of the claim, subject to Licensor’s right to control the defense and settlement.
(a) Mitigation. If any Infringement Claim that Licensor is obligated to defend has occurred, or in Licensor’s determination is likely to occur, Licensor may, in its sole discretion and at its option and expense (i) obtain for Licensee the right to use the allegedly infringing material, (ii) modify the Works to make it non-infringing and functionally equivalent, or (iii) terminate this Agreement and refund to Licensee the full amounts paid for the allegedly infringing Work.
(b) Exclusions. The foregoing obligations shall not apply with respect to an Infringement Claim if such claim arises out (i) the use of the Works that has been modified or altered by anyone other than Licensor; (ii) any Infringement Claim that would trigger Licensee’s indemnification obligations in Section 11.1; (iii) Licensee’s continued use of the Works after Licensor notifies Licensee in writing to discontinue use because of an Infringement Claim; or (iv) Licensee’s violation of applicable law.
(c) Sole Remedy. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS BY THE WORKS OR OTHERWISE, AND LICENSEE HEREBY EXPRESSLY WAIVES ANY OTHER LIABILITIES OR OBLIGATIONS OF LICENSOR WITH RESPECT THERETO.
12. MISCELLANEOUS
12.1 Assignment. Licensee shall not have the right to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Licensor. For these purposes, any change in control of Licensee, by merger, reorganization, sale of stock or otherwise, shall be deemed an assignment. Except as provided herein, any purported assignment, sale, transfer, delegation or other disposition by Licensee, except as permitted herein, shall be null and void. Licensor may assign, sell, transfer, delegate, or otherwise dispose of its rights or obligations under this agreement to an entity (a) which has succeeded to substantially all the business and assets of Licensor; (b) surviving a merger or consolidation to which Licensor is a party; or (c) who has been assigned all rights, title and interest in and to the Works.
12.2 Binding Effect. This Agreement shall be binding upon and inure to the benefit of all parties and their respective heirs, legal representatives, executors, administrators, successors and permitted assigns.
12.3 Waivers. The waiver by either party of a breach of or a default under any provision of this Agreement, shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
12.4 Governing Law; Venue. This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principals. For all such matters, each party submits to the exclusive jurisdiction of the state and federal courts located in the State of California, and waives any jurisdictional, venue, or inconvenient forum objections to such courts.
12.5 Attorney’s Fees. A party that prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorney fees and costs.
12.6 Amendment. No change or modification of this Agreement shall be valid unless the same is in writing and signed by all parties.
12.7 Notices. Any notice required or permitted to be made or given by any party pursuant to this Agreement will be deemed sufficiently made and received by the other party at the address stated in the first paragraph of the Agreement or other address as may be provided by the parties from time to time: (i) if personally delivered, on the date of delivery; or (ii) if sent by express international courier, such as FedEx or DHL, on the date of delivery confirmation.
12.8 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
12.9 No Third Party Rights. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement.
12.10 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to this subject matter.
12.11 Counterpart Signatures. This Agreement may be executed in one or more counterparts, each of which shall be an original, but, which together shall constitute a single document.
12.12 Facsimile Signature. A copy or facsimile of a signature shall have the same force and effect as an original signature.
In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the Effective Date.
Date: ____________________
San Francisco Solano Catholic Church
By: _______________________________
Name:
Its: [Title]
Date: ____________________
Logos Educational Corporation,
By: _______________________________
Name: William C. Creasy
Its: President
EXHIBIT A
The Works
The Gospel According to Luke