WHEREAS, FaithVillage owns and operates an online community known as “FaithVillage™” and located at www.faithvillage.com (the “Website”); and

WHEREAS, FaithVillage desires to license from the Content Partner, and the Content Partner desires to grant FaithVillage, the right to publish and otherwise use as described herein the Content Partner’s articles, blogs, videos, podcasts, hosted forums, hosted social media groups or other submissions to the Site (each, a “Work”) on the Website, pursuant to the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, FaithVillage and the Content Partner hereby agree to the following:

1.              Grant of Rights.  In consideration for publishing or otherwise making available the Work on the Website, and for no further consideration, the Content Partner grants FaithVillage and FaithVillage’s successors and assigns the following unconditional, unencumbered, irrevocable and perpetual rights throughout the universe and in any language: (A) the non-exclusive right to publish or otherwise make the Work available on the Website (and any and all other non-print media); (B) the non-exclusive right to (i) edit or create excerpts from the Work with respect to style and format so long as the substance remains consistent with the work as provided by the Content Partner (the “Derivative Works”)(the Derivative Works and the Work are collectively referred to herein as the “Materials”), (ii) reproduce, transmit, communicate, display, distribute, publish, republish and otherwise use the Materials in digital form for display on the Website (alone or in combination with other works, including, but not limited to, text, graphics, video or audio segments, and hypertext links), (iii) reproduce, transmit, communicate, display, distribute, publish, republish and otherwise use the Materials by means of any media and technology, whether now known or hereafter to become know; and (C) if the Work includes an attribution to the author (as designated by the Content Partner), the right to reproduce, transmit, communicate, display, distribute, publish, republish and otherwise use (and authorize others to use) the Content Partner’s name, likeness and authorized biography in connection with any use of the Materials and any elements (including, without limitation, excerpts of the Materials) as described in Section 1(A)-(B) above.

Content Partner acknowledges and agrees that the grant to FaithVillage and its licensees is for the full term of any copyright relating to the Materials, and any renewals, and extensions now or hereafter in effect and for all rights (including moral rights) worldwide with respect to the Materials, including without limitation the right to the Materials or any portion thereof set forth in the prior paragraph, in all media, whether now known or hereinafter devised, including in storage and retrieval systems of all kinds, whether now known or hereafter invented, including but not limited to mechanical, electronic or other technologies, and including but not limited to micro-processors, computer databases, CD-ROM media, digital media, interactive media, multimedia, sound recordings, programs for machine teaching, ephemeral screen flashing or reproduction thereof, whether by screen display, print-out, photo-reproduction, photocopy or otherwise, and whether stored on hard drives, disks, diskettes, punch cards, remote or on-line databases, microfilm, magnetic tape, computer or like processes attaining similar results and the right to publish, or authorize others to publish, condensations and abridgments of the Work, and the non-exclusive right to publish the complete Materials or selections therefrom in hard copy such as anthologies, compilations, digests, newspapers, magazines and in Braille.  Content Partner acknowledges and agrees that all Content may be archived and/or included on the Website in perpetuity at the sole discretion of FaithVillage. 

2.              Partnership Tier; Custom Services; Exclusivity; Reporting. 

A.            Partnership Tier.  In Content Partner’s Content Partner Application, Content Partner indicated its desired tier of partnership (“Partnership Tier”) as  a Contributing Partner, a Preferred Content Partner, or a  Premium Content Partner or desired its preference to be a Custom Content Partner resulting in the preparation of a content partner profile setting forth the content to be provided by the Content Partner (such description of content to be provided and features to be included referred to herein as the “Partner Specifications”).  Content Partner is permitted to provide up to the applicable maximum annual volume of content pieces and downloadable items available for free distribution (the “Content”) set forth in the Partner Specifications.  As further set forth in the Partner Specifications, Content Partner will also receive access to the FaithVillage portal or management console for the creation and management of social media groups, collaborative groups, branded forums, and branded blogs and the provision of other content as set forth in the Partner Specifications to the extent available for such Partnership Tier.  Faith Village will also provide a branded URL for the Content Partner’s welcome page for all Content Partners who have elected a Partnership Tier higher than a Contributing Partner.  If Content Partner desires to sell any content or other faith-related items, then Content Partner must satisfy the requirements of becoming a Merchant Partner pursuant to the FaithVillage Merchant Agreement. 

B.             Custom Services. Content Partners may also elect to receive additional premium services, such as custom design of a branded storefront.  Such custom services shall only be provided with FaithVillage’s express prior written consent and pursuant to a Work Statement entered into hereunder setting forth the services to be provided and the applicable fees.  Any changes in any Work Statement or in any of the deliverables under any Work Statement shall become effective only when a written change request is executed by authorized representatives of both the Content Partner and FaithVillage.  An email exchange by authorized representatives where one party requests a change and the other party specifically states that they agree to make the change shall suffice.

C.             Exclusivity.  Content Partners seeking exclusivity for a topic, type of content or category may be considered for a metropolitan area, for a premium fee, but no Content Partner will be granted complete exclusivity. Partner exclusivity terms shall become effective only when a written exclusivity agreement is executed by authorized representatives of both the Content Partner and FaithVillage setting forth the terms of exclusivity and the applicable fees.  The term of any period of exclusivity shall not exceed one year. 

D.            Reporting.  Content Partners who have elected a Partnership Tier higher than a Contributing Partner will receive a regular analytic report that will enable monitoring of various metrics, including certain information concerning:

 

•         number of page impressions (page views);

•         user time on the Website and Content viewed;

•         clicks through to Content Partner’s proprietary site;

•         downloads of free resources;

•         completed purchase of resources; and

•         referrals of Content Partner content through share tool.

All such reports will only include certain aggregate, de-identified data so as to protect the privacy of our site users.

 

3.              Content Guidelines.  FaithVillage reserves the right to edit content for style, layout and length to make the entry consistent with FaithVillage guidelines. For any reason, should a piece of content be deemed inconsistent with FaithVillage Terms of Service, Statement of Faith, or this Agreement, the content will be removed from the Website.  Once Content has been uploaded to FaithVillage, Content Partner may add to or edit that material by resubmitting a revised draft to FaithVillage noting the URL for the Content to be replaced.  By agreeing to the terms of this Agreement, Content Partner acknowledges and agrees that their Content will comply with the FaithVillage Statement of Faith.

4.              Content Partner Criteria.  Content Partner hereby agrees that:

A.            Content Partner holds common doctrinal convictions with FaithVillage (such as are set forth in the FaithVillage Statement of Faith).

B.             Content Partner must maintain a reputation for integrity, honesty, generosity of spirit, good financial standing and must be free from charges of deceptive practices. If FaithVillage determines, in its sole discretion, that the Content Partner violates these principles or has a history of antagonism toward Baptist Standard Publishing or influential personal relationships with those who do,  FaithVillage may terminate this Agreement and remove all Content from the Website.  Additionally, if FaithVillage determines, in its sole discretion, that any Content violates any third party intellectual property rights, then FaithVillage may (i) remove such Content from the Website, and/or (ii) terminate this Agreement.

C.             Content Partner will respect differing views on secondary matters of faith.  Content Partner acknowledges that Christ-followers who share a core of convictions may not agree on every point of doctrine.  Content Partner acknowledges that inclusion of Content on the Website does not imply endorsement of such Content.  Content Partner agrees that, if appropriate or if requested, it will provide accurate theological tags and biographical descriptions to assist other users of the Website to identify the perspective of the Content. 

D.            FaithVillage may reject any Content, in its sole discretion, if it determines that it does not meet FaithVillage’s quality standards which include harmony with faith convictions, high production standards, aesthetic appeal, practical value, innovation and excellence.  FaithVillage reserves the right to terminate this Agreement on the basis of unacceptable quality as determined by FaithVillage in its sole discretion.

E.             Content provided by the Content Partner shall be motivated by or explicitly address matters of faith.  Since the goals of FaithVillage are to expand personal faith, share quality ministry resources and deepen collaboration among Christian causes, Content must be sufficiently faith-oriented. Faith-orientation of Content may be evidenced by explicit faith references in the Content, including Scripture, theological reflection, personal faith statements or faith-motivations for Content. Some content may be sufficiently useful for personal faith, personal development or advancement of faith organizations even without explicit references to faith.  FaithVillage reserves the right to reject any Content if it determines, in its sole discretion, that it is  insufficiently faith-oriented.

5.              Upload.  FaithVillage will provide Content Partner a secure RSS feed or FTP site for transfer of Content to FaithVillage via the Management Console that enables tags and categories for the uploaded Content.  All uploaded Content should be “site-ready” and not require further editing or multimedia production. If FaithVillage determines, in its sole discretion, that it is not, then FaithVillage may remove such Content, otherwise treat such Content as not permitted under this Agreement, or reformat such Content.

6.              Content Partner’s Rights in Works.  The parties acknowledge that, as between them, the Content Partner shall retain all rights, titles and interests in and to the Work not expressly granted to FaithVillage under this Agreement. 

7.              FaithVillage Branding and Site Ownership

A.            FaithVillage’s Rights in Website.  The parties acknowledge that, as between them, FaithVillage is the exclusive owner of all rights, titles and interests in and to the Website and all elements and derivatives thereof (including, without limitation, any copyrights, and trademarks) (collectively, the “Website Rights”).  In the event the Content Partner acquires or retains a right in or to any of the foregoing, the Content Partner hereby assigns and transfers ownership of all Website Rights (including without limitation all copyright rights therein) to FaithVillage and FaithVillage’s successors and assigns in perpetuity and throughout the universe in any language and in any manner, medium and form, whether now known or hereinafter devised, and for no further consideration.  The foregoing shall not be construed so as to result in FaithVillage obtaining any ownership rights in any of the Works provided by the Content Partner.

B.             Unauthorized FaithVillage Attribution.  Content Partner shall not republish or otherwise reuse the Work under a name or banner which includes the name or trademark of FaithVillage or the Website (e.g., a website entitled “Reprints from FaithVillage”).

C.             Display of FaithVillage.com Badge. Preferred Partners and Premium Partners may display the Preferred Partner Badge or Premium Partner Badge, as applicable (“Badge Logo”) on Content Partner’s website or on their FaithVillage home page on the Website. The Badge Logo remains the sole and exclusive property of FaithVillage.  FaithVillage grants a non-transferable limited license to use the Badge Logo solely for the purpose of identifying the Content Partner as a content partner of FaithVillage.  A condition of this limited license is that the site upon which the Badge Logo is placed shall have the highest quality standards as determined by FaithVillage, in its sole discretion.  This limited license terminates upon termination of this Agreement.  Any rights or good will created in the Badge Logo  or in any other trademark, service mark, trade dress, or copyright associated with the use of the Badge Logo inures solely to FaithVillage.

8.              License to Management Console.   During the Term of this Agreement, if Content Partner is a Preferred Partner, a Premium Partner or a Custom Partner who receives access to the Management Console, FaithVillage shall permit Content Partner to access and to use the Management Console on a non-exclusive basis, subject to the terms of this Agreement solely in connection with the posting of information on the Website.  FaithVillage may restrict access and use at any time if it reasonably believes Content Partner is in violation of the license granted herein or that such continued access or use is likely to imminently and materially disrupt, degrade or injure continued function or use of the Management Console or the Website.   FaithVillage will at all times have and retain sole and exclusive ownership of and all right, title, and interest in and to the Management Console.  

9.              Fees.

A.            Generally.   The fees, if any, payable to a Content Partner with respect to the Materials provided to FaithVillage in such year shall be as set forth in the Content Partner Annual Terms.  Such terms shall be negotiable annually.

B.             Payment Terms.  The fees shall be due and payable on a monthly basis in advance. 

C.             No Further Compensation.  The Content Partner shall not be entitled to any further compensation, payments or benefits (royalties, residuals, credits, accounting rights, audit rights, or otherwise) other than those expressly provided for under this Agreement.

D.            Taxes.  FaithVillage shall have the right to report any payments made or to be made to the Content Partner pursuant to this Agreement to the Internal Revenue Service on Form 1099 or such other forms as appropriate under the laws of the United States and its various states, territories, and possessions.  Nothing in this Agreement shall be construed to require FaithVillage to make any payments to compensate the Content Partner for any adverse tax effect associated with any payments made to the Content Partner pursuant to this Agreement.

10.           Term.  Unless earlier terminated as provided herein, the term of the Content Partner relationship under this Agreement shall be monthly with automatic renewals until at least ninety (90) days prior written notice of termination is given by either party.  Upon termination, FaithVillage shall retain the rights granted to publish and otherwise make available the Works as set forth in Section 1which were provided by the Content Partner during the term.

11.           Content Partner’s Representations and Warranties.  The Content Partner represents and warrants to FaithVillage that:

A.            The Content Partner has carefully read and understands the terms and conditions of this Agreement in its entirety;

B.             The Content Partner understands and acknowledges that, by electronically signing this Agreement, the Content Partner is giving up certain legal rights and remedies;

C.             The Content Partner has the full, exclusive and unencumbered right and authority to enter into and perform this Agreement in its entirety (whether the party electronically executing this Agreement is acting on his or her own behalf or on the behalf of an entity in the case where the Content Partner is an entity);

D.            The Content Partner is the sole and exclusive owner and administrator of all rights, titles and interests in and to the Work;

E.             The Content Partner is at least 18 years old or has had his or her parent or legal guardian sign an Authorization for Minor, in the form provided by FaithVillage, with respect to this Agreement; provided, however, that no Content Partner may be under the age of 13 even with a signed Authorization for Minor.

F.             Neither the Work, nor any elements thereof, infringe upon or violate the proprietary rights of any person or entity;

G.            Neither the Work, nor any elements thereof, violate the rights to privacy or publicity of or constitute a defamation against any person or entity;

H.            No adverse claim exists with respect to the Work or any elements thereof; and

I.               The Content Partner understands and acknowledges that FaithVillage has not made any express or implied representations, statements, warranties, conditions or covenants with respect to the subject matter of this Agreement, except as otherwise expressly stated in this Agreement.

12.           Indemnification.  The Content Partner shall indemnify, release and hold harmless FaithVillage and FaithVillage’s officers, directors, members, managers, owners, agents, employees, affiliates, successors, assigns and licensees from and against any and all liabilities, claims, suits, demands, actions, judgments, losses, damages, fines, penalties and expenses (including costs and reasonable attorneys’ fees) incurred by or asserted against such indemnitees arising out of or in connection with any breach or claim of breach of the representations and/or warranties made by the Content Partner to FaithVillage under this Agreement.

13.           Limitation of Remedies.  In the event FaithVillage fails to perform any of its obligations under this Agreement, the Content Partner’s sole monetary relief for said non-performance shall be limited to the recovery of any monies FaithVillage is expressly obligated under this Agreement to pay the Content Partner, if any.  In no event shall the Content Partner seek to enjoin FaithVillage’s use of the Materials or any elements or derivatives thereof as intended under Section 1.

14.           Relationship of Parties.  The parties acknowledge that no type of fiduciary relationship, agency relationship, employer-employee relationship, independent contractor, joint venture or partnership has or will be created by this Agreement.  This Agreement and the performance of the parties’ obligations hereunder are merely part of an ordinary arm’s length commercial transaction.

15.           Additional Documents.  The Content Partner shall execute such further documents and instruments which are reasonably necessary to effectuate the terms of this Agreement.

16.           Assignment and Delegation.  FaithVillage shall have the right to assign, delegate and otherwise transfer, in whole or in part, its rights and obligations under this Agreement, and any such transfer shall be made specifically subject to the terms, conditions and payments of this Agreement, regardless of whether FaithVillage becomes or remains involved in the Website or any elements or derivatives thereof.

17.           Governing Law.  This Agreement shall be interpreted and enforced in accordance with the laws of the State of Texas and applicable federal law, regardless of the place of its execution or performance and any conflicts of law analysis.  The parties irrevocably agree, consent and otherwise submit to the exclusive jurisdiction of a court of appropriate jurisdiction located in Dallas County, Texas for the adjudication of any dispute, controversy or claim arising from or in connection with this Agreement. 

18.           Attorney’s Fees.  The prevailing party of any dispute, controversy or claim concerning the interpretation or enforcement of this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs regardless of whether said prevailing party is or is not awarded actual damages.

19.           Entire Agreement.  This Agreement sets forth the entire understanding between the parties and supersedes all prior agreements, if any, made between the parties (orally or in writing) relative to the subject matter of this Agreement.  If any term or condition of this Agreement is held invalid or unenforceable by a court of appropriate jurisdiction, then said term or condition shall be fully severed from this Agreement and the remaining terms and conditions shall not be affected.  This Agreement cannot be modified, amended, released or waived, in whole or in part, except in a writing signed by both parties.  This Agreement shall inure to the benefit of and be binding upon the parties and their respective affiliates, successors and assigns.

If you agree to these terms, your confirmation will be acknowledged when you create an organization in FaithVillage. Please print a copy of this Agreement for your records.