Digital Downloading Terms and Content Use Agreement
This Digital Downloading Terms and Content Use Agreement (the “Agreement”) governs the terms by which clients of the Company obtain the right to use the digital content of Bridges to Orthodoxy (IZM Consulting, LLC, d/b/a Bridges to Orthodoxy) through the web site located at https://bridgestoorthodoxy.com/ (the “Site”).
This Agreement is in addition to the Terms of Service applicable to the Site and to all persons downloading Content from the Site. In the event of any inconsistency between this Agreement and the Terms of Service (both of which are incorporated into this Agreement by reference), the terms of this Agreement shall govern.
1. Background of Agreement
a. By downloading Content from this Site, you accept this Agreement, and agree to be bound by its provisions. If you do not accept or agree with these terms, do not download the Content.
b. In this Agreement: (i) “you” or “your” means you (the person, organization, or legal entity downloading the Content), (ii) “Company” or “we” means Bridges to Orthodoxy (IZM Consulting, LLC, d/b/a/ Bridges to Orthodoxy), operator of the Site and owner of the Content; and, (iii) “Content” means includes, but is not limited to, text and/or speech files, power-point slides, presentations, lesson scripts, photographs, videos, publications, associated materials, media, and/or other documentation that you download from the Site. Company Content is owned by the Company and is copyrighted and licensed, not sold.
2. Downloading Terms. We hereby grant to you perpetual, non-exclusive, non-transferable, worldwide permission to use the Content for the Permitted Uses only (as defined below); provided you abide by the terms of this Agreement. Any use of the Content in violation of this Agreement is strictly prohibited. All rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by the Company.
3. Permitted Uses.
a. You may only use the Content in connection with the preparation, delivery, and provision of religious education services at a single location (the “Permitted Use”). For clarity, there is no limit on the number of copies you are permitted to make for, and there is no time limit on the duration for use of the Content with, individuals at that single location, however, if you wish to use the Content in more than one location, you must purchase the Content and download the Content from the Site for each such location. For greater clarity, each individual church, parochial school, or other site of religious instruction (each as identified with its own street and/or mailing address) constitutes its own location.
b. In addition to the Permitted Use, you may transfer files among your personal, business, or organizational devices, such as phone, tablet, laptop or desktop computer, as necessary to fulfill the Permitted Use. You may physically transfer the Content from one location to another, e.g., distributing it among your personal devices.
c. Any additional permitted uses not described above must be approved in writing by the Company. If there is any doubt that a proposed use is a Permitted Use, you should contact the Company for guidance.
4. Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:
a. reproduce, modify, prepare derivative works based on, distribute, perform, or display the Content except as permitted in this Agreement;
b. use, distribute, or display any of the Content in or as part of any online or electronic publications except as permitted in this Agreement;
c. use, distribute, or display the Content in an electronic format that enables it to be downloaded or distributed except as permitted in this Agreement;
d. use or incorporate the Content in any product that results in a redistribution or reuse of the Content or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
e. sublicense, resell, rent, lend, assign, gift, or otherwise transfer or distribute the Content or the rights granted under this Agreement;
f. except as permitted in the Agreement, install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
g. use any of the Content as part of a trademark, design mark, trade name, business name, service mark, or logo;
h. remove any notice of copyright, trademark, or other proprietary right from any place where it is on or embedded in the Content; or,
i. use or display the Content in a fashion that is considered by the Company (acting reasonably) as or under applicable law is considered obscene, immoral, infringing, defamatory, or libelous in nature, or that would be reasonably likely to disparage or otherwise bring the Company, its business reputation, or any person or property reflected in the Content into disrepute.
5. Terms of Agreement.
a. This Agreement is effective until it is terminated. You can terminate this Agreement by deleting or otherwise permanently destroying the Content along with any and all copies or archives of it or any accompanying materials (if applicable) and ceasing to use the Content for any purpose. The Agreement also terminates without notice from the Company if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) permanently delete or destroy all copies and archives of the Content or accompanying materials; and, (iii) if requested, certify to the Company in writing that you have complied with these requirements.
b. The Company reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you in connection with your order, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content and to take all reasonable steps to discontinue use of the replaced Content already in existence.
c. Upon notice from the Company, or upon your knowledge that any Content is subject to a threatened, potential, or actual claim of infringement of another's intellectual property right for which the Company may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your devices, computer systems, and storage (electronic or physical). The Company will provide you with replacement Content (which shall be determined by the Company in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement. In no event will the Company be liable to you or any party arising out of your continued use of the Content following delivery of notice or your knowledge that any Content is subject to a threatened, potential, or actual claim of infringement of another’s intellectual property right.
6. Company Representations and Warranties.
a. While we have made reasonable efforts to correctly categorize, keyword, caption and title the Content, the Company does not warrant the accuracy of such information. Additionally, the Company does not warrant the accuracy of any metadata that may be provided with the Content.
B. ALL INFORMATION AND CONTENT IS PROVIDED ON AN “AS IS” BASIS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, CONCERNING USE OF THE WEBSITE, THE CONTENT, OR THE COMPLETENESS OR ACCURACY OF THE CONTENT OR INFORMATION OBTAINED FROM THE WEBSITE. THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OF ANY CONTENT. THE COMPANY IS NOT RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE USE OF THE CONTENT OR INFORMATION OBTAINED FROM THE WEBSITE.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL THE COMPANY BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEBSITE, THE USE OF CONTENT FROM THIS WEBSITE, OR ON ANY OTHER HYPER LINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF THE COMPANY IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. General Provisions.
b. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by a duly authorized officer of Company. By an instrument in writing similarly executed, a duly authorized officer of the Company, as applicable, may waive compliance by you with any specifically identified provision of this Agreement that such other party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.
c. Your rights, duties, obligations, and interests under this Agreement will not be assignable or delegable unless authorized by the Company in a prior written agreement, except as incident to a reorganization, merger, or consolidation, or transfer of all or substantially all of your assets or with the consent of the Company, which shall not be unreasonably withheld.
d. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
e. This Agreement and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the United States and the Commonwealth of Virginia, without given effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Virginia or any other jurisdiction).
f. In connection with any action arising out of this Agreement or the transactions contemplated hereby, the substantially prevailing party in any such action shall be entitled to receive from the other party or parties all costs and expenses (including reasonable attorneys’ fees) incurred by the substantially prevailing party in connection therewith, in addition to any other award made by the court in which such action is brought.
g. The remedies provided to the parties by this Agreement are not exclusive or exhaustive, but are cumulative of each other and in addition to any other remedies the Parties may have.
9. Contact. If you have concerns relating to this Agreement, please contact the Company at:
Bridges to Orthodoxy
10. Acknowledgement. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. IN CONSIDERATION OF THE COMPANY AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND THE COMPANY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND THE COMPANY RELATING TO THE SUBJECT OF THIS AGREEMENT.