Grant of License
NCOL Ministries grants to you and you accept, subject to the Terms and Conditions set out in this Agreement, a limited, non-exclusive, non-transferable, non-sub-licensable, revocable right to use the Software solely and strictly in accordance with the conditions and restrictions applicable to the license type for which you have paid.
Ownership of Software
All Software and any accompanying documentation is owned by NCOL Ministries or its licensors and is protected under Canadian, U.S. and International copyright laws and treaty provisions. Ownership of the Software, and all copies, modifications and merged portions thereof, shall at all times remain with NCOL Ministries or its licensors. This License does not constitute a sale of the Software or related documentation, or any portion thereof. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trade secrets, trademarks or other intellectual property rights to the software or related documentation. NCOL Ministries or its licensors reserves all rights not expressly granted to you under this Agreement.
Ownership of Licensee Data
All Licensee data that resides on NCOL Ministries servers remains the sole property of you, the Licensee. NCOL Ministries hereby agrees to surrender to the Licensee – all copies of Licensee data upon written request by two senior representatives of the Licensee, and erase all Licensee data from NCOL Ministries servers, provided all accounts have first been settled with NCOL Ministries. Examples of senior representatives, in the case of a church, include the current Senior Pastor and current Board Chair.
All of your rights under this Agreement are contingent upon your payment of all applicable fees. If such fees have not been paid prior to your acceptance of this Agreement, you agree to pay such fees promptly thereafter and before using the Products and Services provided.
Term and Termination
This Agreement is effective upon your acceptance as provided herein and payment of the applicable fees, and will remain in force until terminated.
Licensees may terminate this Agreement at any time by:
Giving 30 days written notice of intention to terminate by two senior representatives of the Licensee. Examples of senior representatives, in the case of a church, include the current Senior Pastor and current Board Chair; and Paying all outstanding charges due to NCOL Ministries. Charges are due to the end of the billing cycle, following the cycle in which notice is given.
NCOL Ministries may cancel this Agreement by providing 90 days written notice of intention to terminate, or without notice at any time, without penalty, if the Licensee has failed to comply with the terms of this Agreement. NCOL Ministries assumes no responsibility for Licensee’s data subsequent to termination, cancellation or discontinuation of service. Licensee agrees to pay all accrued charges to NCOL Ministries, regardless of the reason for termination.
Scope of Use
Products and Services provided under this Agreement are for the exclusive use of the Licensee for the Licensee’s internal business. Neither the Products nor the Services may be used to process data for anyone or entity that is not party to this Agreement. You may not rent, lease, sub-license, host, or transfer the Software or any of the accompanying products or product documentation to any other person or entity or allow any other person or entity to use the Products or Services except in exclusive use for the Licensee’s internal business.
Protection of Software and Documentation
You agree to take all reasonable steps to protect the Software and related documentation from unauthorized copying or use. The Software source code represents and embodies the trade secrets of NCOL Ministries and/or its licensors. The Software source code and embodied trade secrets are not licensed to you, and you agree to take reasonable measures to avoid any unauthorized disclosure of same.
Protection of Data
NCOL Ministries hereby agrees to take all reasonable steps to protect client data according to the provisions of Canadian privacy legislation. Servers are located in Class A server rooms in Canada, with 24-hr physical and electronic surveillance. Backup tapes are stored in a bank vault. All NCOL Ministries staff have undergone police record checks. Where NCOL Ministries has access to sensitive credit cardholder data, we will comply with card association security standards for the protection of that data. You must have in place and comply with written security guidelines to prevent data-security from being compromised.
The Products and Services may be used only for lawful purposes and may not be used for, or in support of, illegal activities. NCOL Ministries reserves the right to cooperate with police or other legal authorities if a Licensee’s use of the NCOL Ministries Products or Services come under legal investigation.
Examples of illegal use include, but are not limited to:
Transmission, copying, distribution or storage of any material in violation of any applicable law or regulation including material protected by copyright, trademark, trade secret or other intellectual property rights used without proper authorization; government and military data protected by law, or material that is obscene, defamatory, constitutes an illegal threat, or encourages conduct that would constitute a criminal offense or give rise to civil liability.
The following examples are also potentially illegal and/or forbidden using NCOL Ministries Products or Services:
- Posting or emailing scams such as ‘make-money-fast’ schemes or ‘pyramid/chain’ letters;
- Threatening individuals or groups or the distribution of material of a malicious, threatening, or obscene manner;
- Promulgation of fraudulent offers of products, or services from your account;
- Attempting the unauthorized access to the accounts of others, or attempting to break through the security measures of our or other systems regardless of malicious intent;
- Forging any message header, in part or whole, of an electronic transmission, originating or passing through an NCOL Ministries server;
- Distributing viruses, worms, Trojan horses or other intrusive or malicious code to or from an NCOL Ministries server;
- Adult-oriented material.
Assignment and Transfer
You may not assign or otherwise transfer, in whole or in part, any of the rights, obligations or interest in or under this Agreement without NCOL Ministries prior written consent. A merger or other acquisition by a third party will be treated as an assignment. NCOL Ministries may at any time assign all or a portion of its rights and duties under this Agreement to one or more third parties.
Service Level Agreement and Limitation of Liability
NCOL Ministries will provide its best efforts to ensure maximum service reliability and Licensee satisfaction with the service provided under this contract. In the event of software malfunction, NCOL Ministries Staff will, upon being made aware of the problem, normally respond within two business hours, 9:00 am – 5:00 pm Pacific Time, Monday-Friday, except statutory holidays. Most issues can normally be rectified within one business day. In the extremely unlikely event of massive equipment failure, it is possible that very recent Licensee data could be impacted or destroyed. NCOL Ministries may need to acquire hardware, restore from backup and rebuild the program files from stored backups. In such a case, NCOL Ministries will work to restore service as soon as practical, normally within three business days.
Support is provided by email to NCOL Ministries trained users only. NCOL Ministries will not accept support requests from users that have not undergone NCOL Ministries Certified Training.
The Licensee expressly agrees that use of any NCOL Ministries service is at the Licensee’s sole risk. NCOL Ministries makes no warranties or guarantees of any kind, whether expressed or implied for the service it is providing or that it’s service will be free from interruptions or without errors, that there will be no loss of data or any other loss whatsoever resulting from delays, non-deliveries, incorrect deliveries, or service interruptions of any nature whatsoever.
Under no circumstances shall NCOL Ministries, its officers, directors, employees, agents or any one else involved in creating, marketing or distributing NCOL Ministries services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use NCOL Ministries services. Furthermore, neither NCOL Ministries, nor its officers, directors, employees, or agents shall be liable for the results of errors, omissions, service delays or interruptions, loss or deletion of files, or any other failure of performance, whether or not limited to acts of God, civil unrest, communication or electrical failure, theft, destruction or unauthorized access to an NCOL Ministries server, records, or programs.
The Licensee expressly agrees that NCOL Ministries will not be liable beyond the refund of the Licensee’s current month’s charges, for any direct, indirect, consequential, special or punitive damages or losses whatsoever the Licensee may incur in connection with the use of the NCOL Ministries server or other services.
This Agreement is the complete Agreement between you and NCOL Ministries concerning the Products and Services and related documentation and supersedes all proposals, oral or written, all negotiations, conversations or discussions between or among the parties relating to the subject matter of this Agreement, and all past dealing or industry custom. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect unless accepted by NCOL Ministries in writing.
English will be the controlling language of this Agreement.
If any provisions of this Agreement are held by a court or other tribunal having jurisdiction as un-enforceable, the parties agree that the provision shall be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.
The Licensee agrees that it shall defend, indemnify, save and hold harmless NCOL Ministries from any demands, liabilities, losses, costs and claims, including attorneys’ fees, asserted against NCOL Ministries, its officers, directors, employees, or agents, that may result from any service provided or performed or agreed to be performed or any product sold or being offered by the Licensee, its officers, employees, or agents through the use of NCOL Ministries Products or Services or otherwise. Furthermore, the Licensee agrees to defend, indemnify and hold harmless NCOL Ministries against liabilities arising out of any injury to person or property caused by any product sold or distributed through or in connection with NCOL Ministries Products or Services.
NCOL Ministries shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from the Licensee, through NCOL Ministries Products or Services or otherwise. The Licensee agrees to take full responsibility for all taxes and fees of any nature associated with any such products or services sold.
Revisions to the Agreement
NCOL Ministries reserves the right to amend this Agreement from time-to-time to remain compliant with law, up-to-date with technology, and consistent with our service mission. Changes to the Agreement will be sent to the Licensee’s business address by registered mail, and posted on our support web site at NCOLMinistries.ca. Changes will take effect thirty (30) days following notification. Use of NCOL Ministries service beyond thirty days following notification of change to the Agreement shall be deemed to be the Licensee’s acceptance of any amendment therein. If an amendment to the Agreement includes changes to pricing, the change in pricing will not take effect until the date of the Licensee’s Agreement renewal. NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS DIFFERENT THAN, OR IN ADDITION TO, THIS AGREEMENT.
This Agreement shall be governed by and construed in accordance with the law of the Province of British Columbia, Canada or the laws of Canada as applicable and will apply to all matters relating to this Agreement.
The parties agree that, both during and after the performance of their responsibilities under this Agreement, each of them shall make bona fide efforts to resolve any disputes arising between them by amicable negotiations and provide frank, candid and timely disclosure of all relevant facts, information and documents to facilitate those negotiations.
The parties further agree to use their best efforts to conduct any dispute resolution procedures herein as efficiently and cost effectively as possible.
The parties agree to attempt to resolve all disputes arising out of or in connection with this contract, or in respect of any legal relationship associated with it or from it, by mediated negotiation with the assistance of a neutral person appointed by an accredited commercial arbitration center in the Province of British Columbia, Canada, administered under its Commercial Mediation Rules.
If the dispute cannot be settled within 30 days after the mediator has been appointed, or such other period agreed to in writing by the parties, the dispute shall be referred to and finally resolved by arbitration administered by an accredited commercial arbitration center in the Province of British Columbia, Canada, pursuant to its Commercial Arbitration Rules. In the absence of any written Agreement otherwise, the place of arbitration shall be Vancouver, British Columbia, Canada.