Group License Agreement

This Group License Agreement (“Agreement”) is entered into as of the last date written below by and between Institute for Christian Anthropology, LLC (“Licensor”) and the individual or entity identified below (“Group Licensee”).

1. Background. Licensor owns and operates the website IdentityProject.tv (“Website”), and owns or has rights to all materials on or accessible through the Website, including literary content, curricula, photographs, videos, sound recordings, and all other audiovisual materials (together “Materials”). Group Licensee desires to access the Website and the Materials for access by its Authorized Users and for display in church, school, and other group settings, as further set forth herein.
2. Grant of Group License – Individual Login Access for Authorized Users. Licensor hereby grants to Group Licensee during the Term a limited, terminable, non-exclusive, non-transferable license to allow access to the Website and Materials solely for internal use by Group Licensee’s Authorized Users.
   1. “Access” means to access and view the Website and Materials via an individual login provided by Group Licensee to an Authorized User pursuant to this Agreement. “Access” does not include the right to copy, download, print, distribute, display, create derivative works from, or sublicense any part of the Website or Materials, except that Authorized Users may copy, download, and print for their individual use any Materials specifically labeled “Individual Use Only,” such as study guides and discussion guides.
   2. “Internal use” means for use in connection with church or school purposes of Group Licensee,  such as use by small groups or classes of Group Licensee.
   3. An “Authorized User” is an individual who is a member, congregant, student, or employee of Group Licensee’s church, school, or other qualifying organization and to whom Group Licensee has provided individual login credentials to access the Website and Materials.
3. Grant of Group License – Group Display. Licensor hereby grants to Group Licensee during the Term a limited, terminable, non-exclusive, non-transferable license to display the Website and Materials in church, school, or other group settings.
   1. “Display” means to display via a screen or projector the Website and/or Materials for viewing by a group of individuals. (Such individuals may, but need not be, Authorized Users.) “Display” does not include the right to copy, download, print, distribute, create derivative works from, or sublicense any part of the Website or Materials, except that Group Licensee may copy, download, print, and distribute for individual use in group settings any Materials specifically labeled “Individual Use Only,” such as study guides and discussion guides.
   2. “Church or school group settings” (sometimes shortened herein to “group settings”) include a sermon series, Sunday school, small group, or other church or school class settings.
4. Term. This Agreement is for a one-year term (“Term”). The parties may renew this Agreement for successive one-year terms (each a “Successive Term”), subject to Group Licensee’s agreement to pay license fees applicable to each Successive Term.
5. License Fees. As consideration for the rights granted hereunder during the Term, Group Licensee shall pay the following license fees.
   1. Access for Authorized Users. The license fee for access by Authorized Users depends upon the number of Authorized Users, as set forth on the pricing page (https://identityproject.tv/pricing). The upper end of each range, or the precise number specified, is the “User Maximum.” Upon payment of the applicable license fee, Licensor shall provide Group Licensee a number of unique individual logins equal to the User Maximum.
   2. Group Viewing and Facilitation. The license fee for group display is available for those who choose a “Facilitator” license. During the Term, Group Licensee may host or organize any number of group settings and display any of the Website and/or Materials in a group setting. Upon payment of the applicable license fee, Licensor shall provide Facilitator with a single login for use in group settings.
   3. Payment of License Fees. License fees are due in full at the start of the annual Term or Successive Term.
   4. Fees for Successive Terms. For each Successive Term, Licensor may alter (reduce, increase, etc.) the license fees owed by Group Licensee.
6. Termination. If not canceled, this Agreement shall renew automatically at the end of the Term or Successive Term. Otherwise, a party may terminate this Agreement as specified herein. Upon expiration of termination of this Agreement for any reason, all rights granted to Group Licensee and its Authorized Users hereunder shall cease.
   1. Licensor may terminate this Agreement for material breach by Group Licensee, including without limitation exceeding the User Maximum or Group Maximum without payment of the requisite licensee fee; provided, however, that Licensor shall, at least 30 days in advance of termination, give Group Licensee notice and an opportunity to cure.
   2. Group Licensee may terminate this Agreement at any time, but Group Licensee shall not be entitled to any refund of any licensee fees already paid.
7. Restrictions on License. Group Licensee shall not:
   1. Permit access to the Website or Materials by any person or entity other than Authorized Users;
   2. Permit an Authorized User to share or disclose login credentials to any other person not an Authorized User;
   3. Display the Website or Materials to any person other than those present in church, school, or other group settings;
   4. Copy, download, print, distribute, create derivative works from, or sublicense any part of the Website or Materials, except as specifically authorized herein;
   5. Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Website or Materials;
   6. Remove, alter, or obscure any copyright, trademark, other proprietary rights notices, warnings, or disclaimers displayed on or affixed to the Website or Materials; or
   7. Use the Website or Materials for any unlawful purpose or in any manner inconsistent with this Agreement.
8. Confidentiality.
   1. Group Licensee shall maintain the confidentiality of any individual or group login credentials or access codes provided by Licensor pursuant to this Agreement and shall not disclose such credentials or codes to any unauthorized third party. Group Licensee shall instruct (i) each Authorized User to maintain the confidentiality of and not disclose his or her individual login credentials or access code and (ii) each employee, volunteer, or agent to maintain the confidentiality and not disclose any group login credentials or access codes.
9. Ownership of Website, Materials, and Related Content. Group Licensee acknowledges and agrees that Licensor owns (or has obtained appropriate licenses for) all right, title, and interest in and to the Website and Materials, including all intellectual property rights therein and any trademarks or service marks displayed in or affixed to the Website or Materials. Group Licensee, its Authorized Users, and individual attendees or group settings have no right, title, or interest in or to the Website, Materials, or related content other than as granted under this Agreement.
10. Incorporation of Website Terms and Conditions and Privacy Policy. The Terms and Conditions and the Privacy Policy applicable to the Website (available at https://identityproject.tv/terms-conditions and https://identityproject.tv/privacy-policy, respectively), as amended from time to time, are fully incorporated into and applicable to this Agreement, and form an integral part hereof. By using or accessing the Website and/or Materials, whether pursuant to this Agreement or otherwise, Group Licensee, all Authorized Users, and any other person or entity using or accessing the same agree to be bound by the Terms and Conditions and the Privacy Policy.
11. Disclaimer of Warranties. THE WEBSITE AND MATERIALS ARE PROVIDED “AS IS” AND, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
12. Medical Disclaimer; Content Warning. Group Licensee acknowledges and agrees to the following:
    1. Information provided in the Website and Materials is for religious, educational, and informational purposes only. It is not professional medical or counseling advice; is not intended to diagnose, treat, cure, or prevent any disease or condition; and does not substitute for consultation with healthcare professionals or counselors. Licensor is not a healthcare or counseling organization. If any person associated with Group Licensee is in immediate need of medical assistance or counseling, Group Licensee shall advise him or her to contact a qualified healthcare professional or counselor right away.
    2. Licensor seeks to equip Christians to understand and critique issues of sex, sexuality, gender, and personhood from a Christian worldview. The guidance and information in the Website and Materials are intended to educate and encourage the viewer. Viewers who have experienced sexual trauma may find some of the Materials challenging, difficult, or traumatic. Group Licensee shall advise users or viewers of the same, and shall advise parents to view or prescreen such Materials before allowing child(ren) to do so.
13. Limitation of Liability. IN NO EVENT SHALL LICENSOR BE LIABLE TO GROUP LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, INTERRUPTION OF BUSINESS, EMOTIONAL OR PSYCHOLOGICAL DISTRESS OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES. WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT SHALL LICENSOR’S LIABILITY HEREUNDER EXCEED THE TOTAL LICENSE FEES PAID BY GROUP LICENSEE.
14. Indemnification. Group Licensee shall indemnify and hold harmless Licensor from and against any and all claims, liability, losses, damages, or injuries arising out of or related to (i) Group Licensee’s violation of any term of this Agreement and (ii) any act or omission of Group Licensee, an Authorized User, or any other person accessing the Website or Materials by, under, or through Group Licensee which constitutes or results in a violation of any term of this Agreement, including without limitation restrictions on access, use, or disclosure of the Website, Materials, logins, and related content.
15. Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the  Commonwealth of Kentucky, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts in or applicable to Fayette County, Kentucky, and each party irrevocably consents to the jurisdiction thereof. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous representations, agreements, or understandings, whether written or oral, relating to such subject matter. If any part of this Agreement is adjudicated to be unenforceable, the balance of this Agreement shall be unaffected thereby.