INTRODUCTION. Orange®, a division of the reThink Group, Inc. ("Orange") grants to the individual, church or other ministry organization (collectively, the "Organization") which purchases this curriculum subscription or other content license (the "License") a limited license to use certain of proprietary Content and Trademarks (as defined below) strictly as set forth in this agreement (the "Agreement"). By agreeing to these terms at purchase or using the Content or Trademarks, you agree to legally bind you and your Organization to the terms of this Agreement and the applicable Usage Guidelines available at http://whatisorange.org/legal.
RIGHTS INCLUDED. Depending on the License purchased, it may include trademarks, logos, and brands (collectively, "Trademarks") and curriculum materials, leader's guides, student materials, original leadership and ministry principles, handouts, music, images, artwork, graphics files, messages, video recordings, audio recordings, posters, text, data, and other copyrighted content in any format or medium (collectively, "Content"). The License is limited to only the specific Trademarks and Content included in the materials made available by Orange as part of the Content package licensed by the Organization; separate subscriptions are required to access and use the various curriculum lines and other Content offered by Orange (e.g. FIRST LOOK®, 252 KIDS™. XP3®, MARRIEDPEOPLE®, LEAD SMALL®, YOULEAD®, RETHINK LEADERSHIP®, etc.). License also includes the right to use the ORANGE® trademark in accordance with the style guide (referenced in the Usage Guidelines) to identify that the Organization is using Orange curriculum as part of its ministry.
LIMITED LICENSE. Subject to the terms of this Agreement and only to the extent expressly authorized by the Usage Guidelines, Orange grants to the Organization a limited, personal, non-exclusive, royalty-free license during the Term to display and reproduce the Trademarks and to reproduce, display, and perform the Content, in each case solely to promote, display, perform, and conduct the ministry program described in the License or, in the case of a license purchased by an individual, solely for personal use. Except as expressly provided otherwise in the Usage Guidelines, the Organization agrees not to use any Trademark or Content in, on, or associated with any for-sale products or services, including products or services sold to members of the Organization. The Organization agrees not to alter the Trademarks without prior written approval from Orange and all use of the Trademarks inures to the benefit of Orange. The Organization agrees to maintain a high level of integrity, quality, and Biblical consistency in the programs in which it uses the Trademarks or the Content. The Usage Guidelines may be changed by Orange from time to time, and are hereby incorporated into this Agreement. The Organization acknowledges that representatives of Orange may, on reasonable notice, inspect said programs to confirm conformance with the standards referenced in this Agreement.
NO SUBLICENSE OR ASSIGNMENT. The License granted by this Agreement does not permit the Organization to rent, lease, lend, or otherwise sublicense the Trademarks or the Content, or assign this Agreement to any other person or organization without the prior written approval of Orange. Any attempted sublicense or assignment without such approval is null and void and constitutes a material breach of this Agreement.
ADAPTATIONS. To the extent that the Organization creates any Adaptation (as defined in the Usage Guidelines) of curriculum Content, the Organization hereby transfers and assigns sole copyright to each Adaptation, on a rolling basis upon creation, to Orange. During the Term, Orange grants back to the Organization a non-exclusive license to use the Adaptation on the same terms and restrictions as the Content is licensed to the Organization under this Agreement.
TERRITORY/TERM. The "Territory" is the United States of America. The "Term" is the period set forth on the License order page. Sections 4, 5, 7-11, and 13-16 will survive termination or expiration of this Agreement.
VALID RIGHTS/NOTICE OF INFRINGMENT. The Organization acknowledges that the Trademarks are valid and valuable trademarks exclusively owned by Orange and the copyrightable components of the Content are copyrighted works exclusively owned by Orange and/or its licensors. Orange retains all rights to the Trademarks and Content not expressly licensed. The Organization will not challenge or dispute Orange's exclusive rights in and to the Trademarks or the Content, and agrees to provide prompt written notice to Orange in the event that the Organization learns that any person or organization infringed or is infringing upon Orange's rights to the Trademarks or the Content.
WARRANTIES. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, THE CONTENT, TRADEMARKS AND LICENSE ARE PROVIDED "AS IS". Orange represents that, to the best of its knowledge, it has the right to license the Trademarks and the Content to the Organization for the uses set forth in this Agreement. ORANGE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, REGARDING THE LICENSE, TRADEMARKS OR CONTENT, AND EXPRESSLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
INDEMNIFICATION/INSURANCE. The Organization agrees to defend, indemnify, and hold harmless Orange and its subsidiaries, affiliates, officers, directors, employees, members, agents, and all of their successors and assigns against any claim, dispute, loss, expenses, damages, or other liability arising in whole or in part from the Organization's breach of this Agreement or use of the Trademarks or Content, except solely for those claims that arise directly and solely from Orange's gross negligence or breach of this Agreement. During the Term, the Organization represents that it carries general liability insurance (including coverage for the indemnification obligation in this Agreement), that it will add Orange as an additional insured under said policy, and that it will provide Orange with a certificate of insurance indicating same promptly upon Orange's request. Said insurance obligation is waived for an individual purchasing a license solely for personal use.
LIMITATION OF LIABILITY. Orange's maximum liability to the Organization related in any way to this Agreement, the License, Trademarks, or Content will be the refund of the amount paid by the Organization for the License. IN NO EVENT WILL ORANGE HAVE ANY LIABILITY TO THE ORGANIZATION FOR ANY OTHER AMOUNTS OR FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY, WHETHER OR NOT THE ORGANIZATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
RELATIONSHIP. This Agreement does not create any affiliate, partnership, joint venture, or agency relationship between Orange and the Organization, and the Organization agrees not to imply that any such relationship exists.
DATA/LINKS. The Organization agrees that Orange and its affiliates may collect and use aggregated data regarding the Organization's use of the Content in order to improve Orange's products and services, or to provide customized services to the Organization. The Content may include links to third party sites. The third party sites are not under Orange's control, and Orange is not responsible for their content, or any links contained in them. Orange is providing these links as a convenience, and the inclusion of any link does not imply endorsement by Orange.
SUPPORT SERVICES. Any supplemental content or materials provided by Orange Specialists (customer service) are considered Content as governed by this Agreement and the Usage Guidelines. Any information you provide to Orange regarding your use of the Content or Trademarks may be used for business purposes, including improving Orange products or services.
TERMINATION. Orange reserves the right to terminate this Agreement at any time with no refund in the event of the Organization's breach of any term of this Agreement. Additionally, Orange reserves the right at any time to terminate the license to a specific Trademark or component of Content with a pro-rata refund to the Organization in the event Orange discovers that a Trademark or component of Content infringes upon the rights of any third party.
WAIVER. Failure by Orange to enforce any term of this Agreement will not be deemed a waiver of its right to enforce that or any other term of this Agreement or any other agreement that exist between the parties.
GOVERNING LAW/DISPUTE RESOLUTION. This Agreement shall be interpreted under the laws of the State of Georgia without regard to conflict of law provisions. Any dispute, controversy, or claim arising under, out of, in connection with, or in relation to this Agreement will be subject to final and binding arbitration before a three arbitrator panel (one arbitrator selected by each party, which arbitrators select the third) conducted applying Georgia substantive law in accordance with and subject to the Rules of Procedure for Christian Conciliation (the "Rules") as established by the Institute for Christian Conciliation (a division of ICC Peace in Southern California). Any request for arbitration shall be delivered to the other party and shall contain a summary of the controversy or claim, the causes of action and theories of liability that the requesting party believes it has against the other party, and a statement of the relief which the requesting party believes to be appropriate. The arbitration will be completed in no more than sixty (60) days from the date the arbitrators are selected, unless the arbitrators require an extension. Any arbitration proceedings will be held by telephone or, if a hearing is deemed necessary by the arbitrators, in Atlanta, Georgia. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction thereof. In addition to any other relief, the prevailing party shall be entitled to recover its costs including reasonable attorneys' fees and expert witness fees. This paragraph does not prevent Orange from seeking an injunction or other extraordinary relief to protect or stop the infringement of the Trademarks or the Content, and the Organization agrees that Orange shall be entitled to seek injunctive relief to stop such infringement.
ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes all other written or oral statements or previous agreements regarding the License, Trademarks, or Content.
[Updated May 22, 2017]