IF YOU ARE PURCHASING VIDEO:

SERMONADE END USER LICENSE AGREEMENT IMPORTANT
- PLEASE READ CAREFULLY:
----------PLEASE NOTE----------
Videos can only be used at one site. Videos cannot be shared with other organizations
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USER SERVICE AGREEMENT
By purchasing products and/or services from SermonSearch.com, user agrees to the following terms and conditions. Any modifications made by SermonSearch.com to these terms and conditions shall supersede and automatically replace previous versions of our terms and conditions. SermonSearch.com, at its sole discretion, shall make a reasonable effort to notify user of modifications. Notifications may include, but are not necessarily limited to email, newsletter, U.S.P.S., posting on SermonSearch.com, etc. To access the most recent version of our User Service Agreement, visit us online at www.SermonSearch.com.

DESCRIPTION OF SERVICE
SermonSearch.com provides the following products and/or services: Access to a searchable database of good quality video clips available for immediate purchase and downloading to the user's computer. Access to third party products and/or services available for online and/or offline purchase. Access to third party advertisements of products and/or services available for online and/or offline purchase. User understands that these products and/or services are offered in a dynamic environment and are, therefore, subject to change without notice. Access to some or all of the products and/or services offered on SermonSearch.com is available through username and password login and requires completion of our online registration prior to purchasing.

USER OBLIGATIONS
User represents he/she is of legal age to form a binding contract and is not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. User must have access to the internet from a personal computer for downloading video files. User agrees not to have more than two copies of the same video file, one for ongoing usage and the other for archival purposes. User agrees not to share with or transfer ownership to any third party outside its local organization, regardless of affiliation. User understands that videos downloaded from SermonSearch.com include, unless otherwise noted, public performance licensing only, and may not be used, in whole or in part, as radio, television, cable, print, or internet content without the express written permission of the person or entity controlling content copyrights. All persons or entities controlling content copyrights reserve the right to license their works for public performance, radio, television, cable, print, or internet content. User understands that a fee for licensing may be charged and will be clearly disclosed prior to purchasing. Unless prohibited by law, any modifications to licensing will only affect future purchases and will not be retroactive. User may not resell, giveaway, reproduce or redistribute in any way products and/or services received from SermonSearch.com. Should user be interested in forming a marketing/selling affiliation, send a request to info@SermonSearch.com for review and consideration. User agrees to provide true, accurate, current and complete personal information as requested in our registration form. User further agrees to maintain and to promptly update personal information to keep it true, accurate, current and complete. Should user provide any information that is untrue, inaccurate, not current or incomplete, or SermonSearch.com has reasonable grounds to suspect that such information is untrue, inaccurate, not current or not complete, SermonSearch.com has the right to suspend or to terminate user's account and to refuse any current or future use of our services. User acknowledges, consents to and agrees that SermonSearch.com may access, preserve, and disclose user information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary: to comply with legal processes; to enforce this User Service Agreement; to respond to claims that any content violates the rights of SERMONADE and/or any affiliated third party; to respond to user requests for customer service; or to protect the rights, property, or personal safety of SermonSearch.com, our officers, employees, users, any affiliated third party, and/or the general public.

USER CONDUCT
User agrees to not use www.SermonSearch.com to: Upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; Harm minors in any way; Impersonate any person or entity, including, but not limited to, a SermonSearch.com officer, employee, or affiliated third party; Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the SermonSearch.com; Upload, post, email, transmit or otherwise make available any content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); Upload, post, email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; Upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; Interfere with or disrupt the www.SermonSearch.com servers or networks connected to the SermonSearch.com, or disobey any requirements, procedures, policies or regulations of networks connected to SermonSearch.com; Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; "Stalk" or otherwise harass another; or Collect or store personal data about other users.

INTERNATIONAL USERS
Due to the global nature of the Internet, user agrees to comply with all local rules, regulations and policies regarding online conduct and acceptable content. Specifically, user agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which user resides.

INCLUSION OF SUBMITTED CONTENT
Without compensation to the user, user agrees to allow SermonSearch.com, at its sole discretion, to archive, reproduce in whole or in part, any comments, suggestions, testimonials, etc. sent to www.SermonSearch.com that could improve the overall performance of our products and/or services. Areas of performance include, but are not necessarily limited to, customer service, marketing, sales, forecasting of future product or service offerings, etc.

INDEMNITY
User agrees to indemnify and to hold harmless SermonSearch.com, its officers, employees, and any affiliated third party from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of content user submitted, posted, transmitted or made available through SermonSearch.com; improper usage of our products and/or services; user's breach of this User Service Agreement; or user's violation of any rights of another.

THIRD PARTY RELATIONSHIPS
User correspondence or business dealings with, or participation in promotions of, any third party found on or through SermonSearch.com, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. User agrees that SermonSearch.com shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on SermonSearch.com.

EXTERNAL LINKS
User understands that www.SermonSearch.com does not control content or accessibility to links outside of its domain. User agrees that SermonSearch.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

TRADEMARKS, ETC.
User agrees to abide by laws governing trademarks, service marks, copyrights, intellectual rights, proprietary rights, and licensing requirements for usage of SermonSearch.com products and/or services or its affiliated third parties.

USER LIABILITY AND WARRANTY DISCLAIMER
User understands and agrees that SermonSearch.com products and/or services are used at user's sole risk and are provided "as is" and "as available." We disclaim any warranty that our products and/or services will meet user's requirements; will be uninterrupted, timely, secure, error free, accurate or reliable; or will meet the user's expectations. User further understands that he/she is fully responsible for any damages or loss of data to user's computer that may occur by using SermonSearch.com products and/or services. No information, advice, suggestions, etc., whether written or oral, that the user receives from SermonSearch.com shall create any warranty of products and/or services not expressed in this User Service Agreement, third party warranties excluded. At the sole discretion of www.SermonSearch.com, compensation for unsatisfactory SermonSearch.com products and/or services shall be limited to an equal product and/or service replacement or a refund for the purchase amount of the product and/or service in question. User agrees to destroy any digital copies of a SermonSearch.com product and/or service and to return to SermonSearch.com any tangible items received for which SermonSearch.com has issued a refund.

JURISDICTION

IF YOU ARE PURCHASING IMAGES:

This is a legal contract between you and SermonSearch.com By downloading Content from our website, you have agreed to be bound by the terms of this Agreement in respect of that Content. If you do not accept or agree with these terms do not download the Content. This is a license, not a sale. We or our Members continue to own the intellectual property rights in the Content. The Content is provided under the terms of the following license agreement ("Agreement") that states what you may and may not do with the Content and contains limitations on warranties and remedies.

Only you are permitted to use the Content. Any additional persons who wish to use the Content must download it from the SermonSearch.com website themselves. Within this Agreement, "SermonSearch.com", "we", "our" and "us" refers to SermonSearch.com, and "you" and "your" refers to you, the customer.

1. This Agreement governs your use of SermonSearch.com's Content (namely, the photographic image, illustration, animation, audio clip, Flash file, or other material that you are downloading from the SermonSearch.com website in conjunction with you entering into this Agreement with SermonSearch.com ("Content").

2. We hereby grant to you a perpetual, non-exclusive, non-transferable license to use the Content on the terms and conditions contained in this Agreement. Unless the activity is expressly permitted, you cannot do it. All other rights to and in the Content and accompanying materials (if applicable), including, without limitation, all intellectual property rights relating thereto, are retained by SermonSearch.com or its Members, as the case may be.

PERMITTED USES:

3. You may:

(a) install the Content in only one location; you may physically transfer the Content and its archives from one location to another, however it may only be used in one location at a time;

(b) make one (1) copy of the Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy;

(c) use the Content in the following applications: (i) presentations, film and video presentations

(d) create Derivative Works (namely an original work within the meaning of the Copyright Act (USA) which incorporates but is not substantially similar to the Content) by incorporating the Content into your own work;

(e) use the Derivative Works in the same manner as permitted in section 3(c) above, and in items for resale including t-shirts, mugs, calendars and mouse pads; and

(f) transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall have no further rights to use the Content.

PROHIBITED USES:

4. You may not do anything with the Content that is not expressly permitted. You may not provide a copy of the Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. For greater certainty, you may not:

(a) use the Content in design template applications for resale, including, without limitation, website templates, flash templates, and brochure design templates;

(b) display the Content on websites designed to induce sales of "print on demand" products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites as well as sites such as Fast Press (i.e. www.fastpress.com));

(c) use the Content in any posters (printed on paper, canvas or other mediums) or other items for resale;

(d) use the Content or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;

(e) incorporate the Content in any product that results in a re-distribution of the Content (such as electronic greeting card web sites);

(f) use the Content in a fashion that is considered by SermonSearch.com (acting reasonably) as pornographic, obscene, defamatory or libelous in nature;

(g) use any image in the Content that depicts a person to endorse a business, product or service;

(h) use any image in the Content that depicts a person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, contraband or crime;

(i) to the extent that source code is contained within the Content or accompanying materials (if applicable), reverse engineer, decompile, or disassemble any part of such source code;

(j) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears on or in the Content or its accompanying materials;

(k) sub-license, re-sell, rent, lend, or otherwise distribute the Content;

(l) post a copy of the Content on a network server or web server for use by other users; or

(m) transfer the rights to the Content or accompanying materials (if applicable), except as specifically provided for elsewhere in this Agreement. ADDITIONAL

ROYALTY:

5. Notwithstanding anything to the contrary herein, you agree that in the event that you or a Related Party (as defined in the Income Tax Act (USA)) either individually or in combination reproduce the Content, or an element of the Content, in excess of 500,000 times, you shall be required to pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites.

6. You further agree to notify SermonSearch.com in the event that you (or a combination of you and Related Parties) reproduce the Content, or an element of the Content in excess of 500,000 times. Such disclosure notice must be sent to SermonSearch.com each and every month in which the Content, or an element of the Content, which you have reproduced in aggregate over the term of this Agreement in excess of 500,000 times is reproduced. Each such notice must contain the number of reproductions made in any particular month, provided however where you are sending the first such notice to SermonSearch.com you will only be required to disclose those reproductions made in combination by you and Related Parties which are in excess of 500,000.

7. SermonSearch.com shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.

TERM:

8. This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content, and any Derivative Works related thereto, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content, and any Derivative Works related thereto, for any purpose. The Agreement also terminates if at any time you fail to comply with the terms of this Agreement. Upon termination of this Agreement, you hereby agree to destroy all copies and archives of the Content, and any Derivative Works related thereto, to cease using the Content, and any Derivative Works related thereto, for any purpose, and to confirm to SermonSearch.com in writing that you have complied with these requirements.

9. Termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to SermonSearch.com under this agreement or your obligations to not use the Content, or any Derivative Works related thereto, other than in the manner permitted under this Agreement.

LIMITED REPRESENTATIONS AND WARRANTIES:

10. The SermonSearch.com website acts as an exchange of Content between those who provide Content to the website (our Members) and those who wish to use such Content. Accordingly, SermonSearch.com makes no representation or warranty that any Content provided is Royalty Free.

11. Statements as to any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the party who uploaded or otherwise provided the Content to our website.

12. THE CONTENT AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED "AS IS" WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SERMONSEARCH.COM DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT SERMONSEARCH.COM) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS.

13. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

LIMITATION OF REMEDIES & LIABILITY:

14. SermonSearch.com's entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content or accompanying material (if applicable), or out of your actions in downloading the Content, shall be as follows:

(a) You may, upon request to SermonSearch.com, be permitted to download the Content again, at a location SermonSearch.com will provide for you;

(b) If you continue to be unable to download the Content, SermonSearch.com will refund the fee actually paid by you in respect of the use of such Content, provided SermonSearch.com determines in its sole and absolute discretion that you have been unable to download such Content successfully.

15. IN NO EVENT SHALL SERMONSEARCH.COM OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

16. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO SERMONSEARCH.COM UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE CONTENT.

17. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. INDEMNIFICATION:

18. You agree to indemnify and hold SermonSearch.com harmless against all claims or liability asserted against SermonSearch.com arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

GENERAL:

19. If any provision or part thereof of this Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.

20. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

21. SermonSearch.com reserves the right to elect at a later date to replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you at the time the Content was downloaded, 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 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, or any Derivative Works related thereto, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Derivative Works related thereto, in products that already exist.

JURISDICTION & ARBITRATION:

22. This Agreement will be governed under the laws of the state of California and the federal laws of United States of America applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time

24. If SermonSearch.com is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse SermonSearch.com for its legal fees, costs and disbursements if SermonSearch.com is successful.

25. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SermonSearch.com, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SermonSearch.com RELATING TO THE SUBJECT OF THIS AGREEMENT.