Last revised: November 15, 2016
LISTING AGREEMENT
PLEASE READ THE FOLLOWING CAREFULLY. THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AS A MINISTER OR COUNSELOR USER OF THIS ONE SPIRIT WEBSITE (“MINISTER” OR “YOU”) AND ONE SPIRIT LEARNING ALLIANCE, LTD (“ONE SPIRIT” OR “WE”). THIS MINISTER AGREEMENT, TOGETHER WITH THE ONE SPIRIT PRIVACY POLICY AND ALL APPLICABLE ONE SPIRIT RULES AND POLICIES CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND ONE SPIRIT REGARDING YOUR MOBILE AND ONLINE ONE SPIRIT EXPERIENCE. BY ACCESSING OR USING THE ONE SPIRIT WEBSITE YOU SIGNIFY THAT YOU HAVE READ THE AGREEMENT AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THE AGREEMENT.
IF YOU HAVE NOT READ THE AGREEMENT, DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE AGREEMENT, OR ARE NOT ABLE TO CONSENT TO BE BOUND BY THE AGREEMENT (E.G., IF YOU ARE NOT OLD ENOUGH TO ENTER INTO A BINDING LEGAL CONTRACT), DO NOT USE OUR WEBSITE.
NOTE THAT DISPUTES ABOUT THIS AGREEMENT OR RELATING TO THE WEBSITE GENERALLY MUST BE RESOLVED BY BINDING ARBITRATION AND ON AN INDIVIDUAL BASIS ONLY. See Sections 15, 16, 17 and 18 of this Minister Agreement for more details.
1. Description of Website and Service
One Spirit Learning Alliance, LTD., a New York Not-for-Profit Corporation is an online search and referral platform that connects Ministers and their services with individuals using the Website. One Spirit provides a search engine that allows End Users to enter various search criteria, such as location, denomination, and types of services, and One Spirit will provide listings of Ministers who match such criteria. End Users will have the opportunity to contact and connect with Ministers they select through the One Spirit Website. One Spirit also provides training programs and courses and workshops through its One Spirit Website. End Users can also make monetary donations to One Spirit through the One Spirit Website. The specific features and functionality of our Website are dynamic and may change from time to time.
One Spirit does not own, manage, endorse, or operate any of the Ministers listed on the One Spirit Website or any of the End Users performing searches on the One Spirit Website. One Spirit acts solely as an intermediary between End Users and Ministers to help End Users make connections with Ministers that are relevant to them. One Spirit is merely a website and service that helps connect End Users and Ministers.
2. General Responsibilities
A. Responsibilities of One Spirit
One Spirit shall host and develop a template for its Minister Listings, where One Spirit will permit Ministers and representatives of the Ministers to use a tool supplied by One Spirit to upload certain text, images, and other content relating to the services offered by each Minister (“Minister Content”). One Spirit shall have the right, but not the obligation, to review all Minister Content prior to making such Minister Content accessible to End Users. One Spirit shall have the right, but not the obligation, to remove from the One Spirit Site any Minister Content it deems in its sole discretion to violate the terms of this Minister Agreement or inhibit the goals of One Spirit.
B. Responsibilities of Ministers
Minister Content
Minister shall upload and maintain Minister Content in accordance with the terms of this Minister Agreement, including the restrictions stated below. Minister shall be solely responsible for obtaining all necessary third-party clearances, permissions, or licenses necessary to use (i) any names and/or likenesses of individuals or organizations, and (ii) any other Intellectual Property Rights (defined below) of a third party in and to the Minister Content. As between the parties, Minister shall be solely responsible for all costs relating to the production and licensing of Minister Content. Minister shall ensure that all Minister Content shall comply will all applicable laws, rules, and regulations.
Minister is also responsible at all times for the accuracy and correctness of the information about themselves and the services they offer, including but not limited to the descriptions, rates, availabilities and contact information displayed on the One Spirit Website.
Restrictions on Minister Content
Minister agrees that it will not upload Minister Content that is or concerns subject matter that is (i) obscene, defamatory, or libelous, (ii) constitutes pirated, misappropriated, or unauthorized use of material, (iii) infringes on the Intellectual Property Rights or other rights of any third parties, (iv) disparages One Spirit or its services, or (v) is otherwise unlawful. As used herein, “Intellectual Property Rights” include, but are not limited to, trademarks, service marks, trade names, and/or logos (collectively, “Marks”) and copyrights, patents, patent applications, trade secrets, and other proprietary rights recognized in any country or jurisdiction in the world.
In addition, certain One Spirit materials on our Website are protected by intellectual property laws, including but not limited to U.S. copyright laws. You expressly acknowledge and agree that the content accessible within our Website that is not expressly designated as being provided by a third party is the property of One Spirit and its content providers, and One Spirit and its content providers retain all right, title, and interest in the content.
Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use our Website and related materials solely for your own personal use and to post and maintain your Minister Listings. Except as expressly provided, all rights are reserved.
In connection with the use of our Website, you may not:
(a) alter or modify our Website, or make any electronic reproduction, adaptation, distribution, performance, or display of our Website, or any portion thereof, except to the extent required for the limited purpose of reviewing material on our Website;
(b) sell, rent, lease, transfer, distribute, broadcast, display, provide, or otherwise assign to any third party any rights to our Website, or related materials;
(c) remove or modify any proprietary notice or labels on our Website, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website or application;
(d) use our Website for any non-authorized commercial purpose or any illegal purpose;
(e) copy, modify, erase, or damage any information contained on computer servers used or controlled by One Spirit or any third party;
(f) use our Website to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable;
(g) access or use any password-protected, secure, or non-public areas of our Website, or access data on our Website not intended for you, except as specifically authorized in writing by One Spirit;
(h) impersonate or misrepresent your affiliation with any person or entity;
(i) use any automated means to access or use our Website, including scripts, bots, scrapers, data miners, or similar software, or display our Website, or portions thereof, in things (e.g., framing, scraping, etc.), without our express written permission;
(j) attempt to or actually disrupt, impair, interfere with, alter, or modify our Website, or any information, data, or materials posted and/or displayed by One Spirit;
(k) attempt to probe, scan, or test the vulnerability of our Website or breach any implemented security or authentication measures, regardless of your motives or intent; or
(l) attempt to interfere with or disrupt access to or use of our Website by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code; or
(m) post any content to the Website that: (i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content; (ii) depicts or suggests nudity or sexual acts; (iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin); (iv) is objectively shocking or disgusting; (v) depicts or suggests presently occurring illegal activity; (vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license; (vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or (viii) is contrary to One Spirit’s mission.
3. Minister Content License
Subject to the terms and conditions hereof, Minister hereby grants One Spirit a non-exclusive, royalty-free, non-transferable and non-assignable (except where assignment of the Minister Agreement is permitted in Section 22 below), sublicensable license to use, modify, publicly perform, publicly display, reproduce, and distribute Minister Content that Minister uploads onto the Minister Listings at the One Spirit Site in connection with providing the One Spirit Service to End Users and making the One Spirit Site accessible to End Users. In this respect, Minister acknowledges and agrees that One Spirit may publicly perform, publicly display and distribute such Minister Content to End Users of the One Spirit Website. In addition, Minister hereby expressly consents to One Spirit providing a hyperlink to Minister’s own website in connection with the Minister Listings.
Subject to the terms and conditions hereof, One Spirit hereby grants Minister a non-exclusive, royalty-free, non-transferable and non-assignable (except where assignment of the Minister Agreement is permitted in Section 22 below) license to use the One Spirit Website, including the Dashboard (as described in Section 5 below) and the tool One Spirit provides to it in order to upload Minister Content to the Landing Pages of the One Spirit Site.
4. Data
A. Ownership
One Spirit will own all right, title, and interest in and to any user registration or other data generated through the One Spirit Site (“One Spirit Data”), including the Minister Listings on the One Spirit Site. Minister will own all right, title, and interest in any information it obtains about whether an End User showed up for, or used, and paid Minister for the Minister’s services (“Participation Data”), any information it obtains about or from an End User directly from such End User outside of the Service of the One Spirit Site (such as information that the Minister obtains from the End User during provision of the Minister services) or any information it obtains that is from a service other than the One Spirit Site and that is not derived from any End User registration or other data generated through the Service or the One Spirit Site (hereinafter “Minister Data” which includes Participation Data). The One Spirit Data collectively with the Minister Data shall hereinafter be referred to as the “Data.”
B. Delivery of One Spirit Data to the Minister
One Spirit will Deliver certain One Spirit Data in summary and detailed form, for use by Minister as permitted herein.
During the Term of this Minister Agreement, Minister may use the One Spirit Data that One Spirit supplies to Minister in non-aggregated form for internal purposes only and solely to the extent necessary for Minister to perform its obligations under this Minister Agreement. Minister may not make such One Spirit Data available to any third party, except (i) in aggregated form (i.e., not including any personally identifiable information) and (ii) solely for editorial and advertising sales purposes, provided, however, that Minister may not derive any revenue or barter income directly from supplying such One Spirit Data to any third party, including, but not limited to, for the sale, distribution, brokering, barter, or any other commercial disposition of the One Spirit Data. Minister shall implement all commercially reasonable protections to prevent access to the One Spirit Data (in non-aggregated form) by any unauthorized persons. One Spirit hereby reserves for itself all rights in and to the One Spirit Data not expressly granted to the Minister in this Section. In addition, the Minister agrees to abide by the Restrictions on Minister Content included in Section 2(B) of this Minister Agreement.
C. Delivery of Information and Data to One Spirit
Upon One Spirit request, Minister shall deliver to One Spirit Participation Data and all statistics generated in connection with this Participation Data from the One Spirit Site, consisting of such information in categories that Minister generates in the normal course of business.
D. Compliance with One Spirit Privacy Policy
Any use of the One Spirit Data hereunder will be consistent with the privacy policies of One Spirit, as such policy may be revised from time to time at One Spirit’s sole discretion, and Minister agrees that it will not use any One Spirit Data provided to it under the terms of this Minister Agreement contrary to the terms of the One Spirit Privacy Policy with its users.
The parties shall at all times adhere to all privacy and data protection laws, rules and regulations (including international laws, rules, and regulations) applicable to the gathering, processing, storing, and transmitting of such Data. Neither party will use the Data for the purpose of sending or causing to be sent to any End User any uninvited solicitation via e-mail or via any other form of media now known or hereafter developed. At the request of One Spirit or any End User, Minister shall delete from its servers all One Spirit Data related to such End User.
5. Registration and Reservation Terms
A. Registration
As a Minister, you may wish to create a listing for your services in a Minister Listing on the One Spirit Website (“Listing”). Minsters are permitted one (1) Listing per Minister. In order to create such a Listing and publish it through the One Spirit Website, each Minister must first register for a Minister Account with One Spirit and agree to this Minister Agreement. Registration on the One Spirit Website as a Minister is by One Spirit invitation only and at One Spirit’s sole discretion. One Spirit will send a registration invitation to Minister, and Minister shall submit all information, including but not limited to photos, descriptions, specifications, rates, and availability dates, for its services to One Spirit, and One Spirit reserves the right to approve and accept the Minister or reject the Minister for registration, based on One Spirit’s sole discretion. One Spirit shall notify a Minister within seven (7) business days of submission whether the Minister been rejected or approved for registration. Upon rejection, all Minister information that has been submitted to One Spirit shall be promptly and permanently deleted by One Spirit. Upon approval, One Spirit will create the Minister Account and provide access to a dashboard (“Dashboard”), based on the information Minister provides to One Spirit. After such approval, the Minister can create and manage its Listing from its Dashboard. The Dashboard also allows the Minister to change and modify its Listing, including but not limited to modifying the rates, availability, or other information. When registering, a Minister agrees to register only on behalf of the same Minister and agrees to provide One Spirit with truthful and accurate information regarding its Minister Account. The Minister is responsible for any activity involving its Minister Account. If the Minister Account has been compromised, it is the Minister’s responsibility to contact One Spirit immediately.
B. Listings
To create a Listing, a Minister will be required to complete forms with information about the services the Minister desires to offer, including but not limited to a description, location, rates and availability, and cancellation policies. One Spirit may, but is not required to, review any information provided by the Minister regarding a Listing and modify any information before such Listing is published on One Spirit. If One Spirit does not accept a Listing as it is created by a Minister, One Spirit will work with the Minister to reformat such Listing into a One-Spirit approved listing format, and Minister agrees to cooperate with One Spirit in order to format its Listing in accordance with One Spirit requirements. Minister agrees that all the information provided to One Spirit is accurate and current, including, but not limited to, pictures, rates, and availability, and that the Minister’s offered Services conforms to all applicable laws, taxes, or any other regulations. One Spirit reserves the right to reject, edit, or modify any Listing, at any time, for any reason, without any liability to the Minister, at our sole discretion. Once a Listing has been successfully published on One Spirit, End Users will have the opportunity to inquire about or reserve the offered services using the One Spirit Website.
C. Contacting a Minister
End Users will be able to contact a Minister directly based on the information provided in the Minister Listing or indirectly through the One Spirit Website. Minister is responsible for maintaining the contact information on its Minster Listings as up-to-date and accurate. More specifically, End Users will be able to contact Ministers (i) directly by clicking on a link in the Listing to the Minister’s own website, (ii) directly via email or phone number provided by Minister on its Listing, or (iii) indirectly by clicking the “Contact the Minister” button to send a form email through the One Spirit Website to the Minister. If the End User chooses this third option, Minister acknowledges and agrees that One Spirit will retain a copy of such initial email and One Spirit has no obligation to read such initial email.
6. End User Feedback
One Spirit reserves the right to solicit feedback about Minister services or interactions with Ministers in order to understand and improve the One Spirit Service. In addition, One Spirit may post this End User Feedback on the One Spirit Website for other End Users to review. End User Feedback may include information about a particular Minister or about a Minister’s services, including but not limited to a star rating system, whether Minister services matched the descriptions in the Minister Listings, and whether the overall experience was satisfactory. Ministers understand that such End User Feedback may be published publically on the One Spirit Website. Ministers and End Users have the right to review, modify, respond to, not publish, or request a modification of such End User Feedback at any time, including before and after publication.
7. Term
This Minister Agreement shall commence on the date that it is executed by the Parties and continue until it is terminated under the terms of Section 8 below.
8. Termination
Either party may terminate this Minister Agreement if the other party has materially breached any obligation under this Minister Agreement, which breach is not cured within thirty (30) days after receipt of written notice, or if the other party makes a general assignment for the benefit of its creditors, files a voluntary petition in bankruptcy or for reorganization under the bankruptcy laws, or if a petition is filed against it or a receiver or trustee is appointed for such other party.
Either Party may terminate this Minister Agreement for any reason upon thirty (30) days written notice provided to the other Party.
Upon termination of the Minister Agreement, One Spirit will promptly remove all End User access to the Minister Content at the Minister Pages of the One Spirit Site, and One Spirit will promptly and permanently delete all Minister Content.
Termination of the Minister Agreement shall not affect a party’s performance obligations arising prior to the termination.
The provisions of Sections 2, 3, 4, 5, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, and 18 shall survive termination of this Minister Agreement.
9. Privacy and Confidentiality
Please review the One Spirit “Privacy Policy”. The terms of the Privacy Policy are incorporated into, and considered part of, this Minister Agreement.
Each party (the “Receiving Party”) undertakes to retain in confidence the terms of this Minister Agreement, Data containing personally identifiable information, and all other non-public information and know-how of the other party disclosed or acquired by the Receiving Party pursuant to or in connection with this Minister Agreement that is either designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential (“Confidential Information”), provided that each party may disclose the terms and conditions of this Minister Agreement to its immediate legal and financial consultants in the ordinary course of business. Each party shall use the Confidential Information of the other only in exercising its rights and performing its obligations under this Minister Agreement, and agrees to use commercially reasonable efforts to protect Confidential Information of the other party, and in any event, to take precautions at least as great as those taken to protect its own confidential information of a similar nature. The foregoing restrictions shall not apply to any information that: (a) was known by the Receiving Party prior to disclosure thereof by the party; (b) except for Data containing personally identifiable information, was in or entered the public domain through no fault of the Receiving Party; (c) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; (d) is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed); or (e) is independently developed by the Receiving Party without reference to any Confidential Information of the other party. Upon request of the other party, or in any event upon any termination of this Minister Agreement, each party shall return to the other all materials, in any medium, which contain, embody, reflect, or reference all or any part of any Confidential Information of the other party. Each party acknowledges that breach of this provision by it would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party shall be entitled to seek injunctive relief to enforce the provisions of this Section.
10. Intellectual Property
A. Copyright Policy
We take copyright violation very seriously and will vigorously protect the rights of legal copyright owners. We may remove material from the Website that appears in our sole discretion to infringe upon the intellectual property rights of others and we will terminate the access rights of any repeat infringer. If you believe a work protected by a U.S. copyright you own has been posted on this Website without authorization, you may notify our copyright agent, and provide the following information:
a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
b) identification of the copyrighted work or works claimed to have been infringed;
c) a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL where the infringing material appears;
d) your name, mailing address, telephone number, and e-mail address;
e) a statement by you that you believe in good faith belief that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.
To notify One Spirit of claimed copyright infringement, please contact:
One Spirit Learning Alliance
2218 Broadway
Suite 247,
New York, NY 10024
B. Ownership of Marks
Except for the limited licenses to Marks set forth below, each party retains all right, title, and interest in and to its respective Marks, including all goodwill attached thereto, worldwide.
License to Marks; Uses of Marks
Each party hereby grants to the other a non-exclusive, worldwide, limited license to use its Marks only to the extent necessary for each party to perform its obligations under this Minister Agreement and to promote the One Spirit Service. All such uses shall be in accordance with each party’s reasonable guidelines regarding advertising and trademark usage as shall be established or changed from time to time in each party’s sole discretion. In the event that either party notifies the other of any incorrect usage of its Marks, such other party shall promptly correct such incorrect usage as directed. All uses of the other party’s Marks hereunder and any goodwill derived therefrom shall inure to the benefit of the owner of the Marks. Neither party shall do nor suffer to be done any act or thing that will adversely affect the other party’s rights in its Marks, or that directly or indirectly may reduce the value of such Marks or detract from their reputation. Upon the termination of this Minister Agreement, each party will cease using the Marks of the other except as the parties may agree in writing or to the extent permitted by applicable law.
C. Intellectual Property Rights
Excepted for the limited licenses set forth in Section 2 of this Minister Agreement, all Minister Intellectual Property Rights in the Minister Content are and will remain the sole and exclusive property of Minister and its licensors, if any, and all One Spirit Intellectual Property Rights in the One Spirit Site, including the Minister Listings, and any content related thereto other than the Minister Content, are and will remain the sole and exclusive property of One Spirit and its licensors, if any.
11. Warranties
Each party represents and warrants to the other party that (i) such party has all necessary rights, power, and authority to enter into this Minister Agreement and to perform the acts required of it hereunder, and (ii) the entry into this Minister Agreement by such party, and the performance of such party of its obligations and duties hereunder, do not and will not violate any agreement of such party or by which such party is bound. Minister further represents and warrants to One Spirit that the Minister’s Marks and Minister Content (a) do not infringe any Intellectual Property Rights of publicity or privacy rights of any third party, (b) are not defamatory, (c) are not lewd, pornographic, or obscene, and (d) are in compliance with all applicable laws, including, but not limited to, laws regarding unfair competition, antidiscrimination, or false advertising.
12. Disclaimers
EXCEPT AS SPECIFICALLY PROVIDED IN THIS MINISTER AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THIS MINISTER AGREEMENT, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, ONE SPIRIT MAKES NO REPRESENTATION REGARDING, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR CONFIRMING, THE TRUTH OR ACCURACY OF ANY DATA PROVIDED BY ANY MINISTER.
13. Indemnification
Indemnity Claims
Each party agrees to indemnity and hold harmless the other and its affiliates, and their respective officers, agents, and employees, from and against any and all loss, liability, claims, demands, damages, and expenses (including reasonable attorneys’ fees) of any kind arising out of or relating to any third party claim arising out of or relating to any breach or alleged breach of such party’s representatives, warranties, or obligations under this Minister Agreement and any activity related to your use of the Website.
Indemnity Procedures and Conditions
The party seeking indemnification under the above provision (the “Indemnified Party”), will give prompt written notice to the other party (the “Indemnifying Party”). In addition, the Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance that is reasonably necessary for the defense and settlement of the claim. The Indemnified Party reserves the right to retain counsel, at the Indemnified Party’s sole expense, and to participate in the defense of any such claim. The Indemnifying Party shall not settle any such claim or alleged claim without first obtaining the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, if the terms of such settlement would adversely affect the Indemnified Party’s rights under this Minister Agreement.
14. Limitation of Liability
NOTWITHSTANDING ANYTHING IN THIS MINISTER AGREEMENT TO THE CONTRARY, AND EXCEPT FOR EACH PARTY’S INDEMNITY OBLIGATIONS SET FORTH ABOVE, A PARTY’S MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY, A PARTY’S BREACH OF CONFIDENTIALITY UNDER SECTION 9 OR A PARTY’S VIOLATION OF THE OTHER PARTY’S PRIVACY POLICY OR ANY APPLICABLE DATA PROTECTION LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE DAMAGES, OR LOST PROFITS, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST REVENUE, OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THE ONE SPIRIT SERVICE OR THIS MINISTER AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. Dispute Resolution
One Spirit intends to resolve any and all disputes that may arise between it and Ministers using its Service in a cost-effective and non-disruptive manner, preferably without the time and expense of litigation. Toward this end, you agree to the following dispute resolution procedure. If you are unable to resolve any dispute in the ordinary course of business, you shall send a written notice to One Spirit in which you outline the issues in dispute, enclose any relevant documents, and state the requested relief. One Spirit shall respond within ten (10) business days with identical information from its perspective. You and a representative of One Spirit shall meet or communicate electronically within ten (10) business days of the delivery of the response, and as often as you and One Spirit mutually deem necessary or desirable thereafter, in an attempt to resolve the matter. If, within sixty (60) days of the first communication, you and One Spirit fail to resolve the matter, you may then proceed to arbitration as described in Section 16 below.
16. Arbitration
After failing to mutually settle any disputes as required in Section 15, and except for equitable claims, small claims court, and claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any controversy or claim arising out of or relating to this Agreement or the Service provided hereunder shall be submitted to and settled through binding arbitration. By agreeing to arbitrate, the parties hereby waive their rights to a jury trial.
A. The arbitration will be conducted in accordance with this Agreement, the Federal Arbitration Act and the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”). In the event of a conflict, the provisions of the AAA Rules will control, except where those Rules conflict with this Agreement, in which case this Agreement will control.
B. The arbitration shall be conducted before a single arbitrator selected as provided in the AAA Rules and who shall have at least five (5) years of relevant experience. The arbitration shall be commenced and held in the State of New York. No potential arbitrator may be appointed unless he or she has agreed in writing to be bound by these procedures.
C. To the extent state law is applicable, the arbitrator shall apply the substantive law of the State of New York. The U.N. Convention on Contracts for the International Sale of Goods shall not apply. Any issue concerning the location of the arbitration, the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, and any discovery disputes, shall be resolved by the arbitrator.
D. Each party will be entitled to reasonable discovery in preparation for the arbitration, including the production of relevant documents and the deposition of witnesses. Any disputes involving discovery shall be heard and resolved by the arbitrator. All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or confidential information.
E. All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests.
F. The decision of the arbitrator shall be reduced to writing, shall be final and binding on the parties except for fraud, misconduct, or errors of law, and judgment upon the decision rendered may be entered in any court having jurisdiction thereof. The arbitrator may not, in any event, make any ruling, finding or award that does not conform to the terms and conditions of this Agreement.
G. The arbitrator shall award all costs of the arbitration, including arbitrator’s fees, arbitration filing fees, travel costs of witnesses, costs of depositions and reasonable attorney fees to the substantially prevailing party; provided, however, that if the End User is the substantially prevailing party, the End User shall bear the costs of its own attorney fees.
17. Class Action Waiver
You and One Spirit agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.
18. Applicable Law and Venue
Any action related to the Agreement will be governed by the laws of the State of New York, without regard to the choice or conflicts of law provisions of any jurisdiction. You and One Spirit agree and consent that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Website or the Agreement that are not submitted to arbitration will be exclusively in the federal or local courts with jurisdiction over New York, New York.
If One Spirit does take any legal action against you as a result of your violation of the Agreement, One Spirit will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to One Spirit. You agree that One Spirit will not be liable to you or to any third party for termination of your access to, or use of, the Website as a result of any violation of the Agreement or for any reason at all.
No action arising out of this Agreement or your access to or use of our Website, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) and you hereby waive any longer statute of limitations that may be permitted by law.
19. Severability
If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
20. Waiver
No failure or delay in enforcing any provision, exercising any option, or requiring performance, shall be construed to be a waiver of that or any other right in connection with the Agreement.
21. Entire Agreement
Unless otherwise specified herein, this Agreement constitutes the entire agreement between you, a Minister, and One Spirit with respect to the One Spirit Website and Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and One Spirit with regard to the One Spirit Website and Service.
22. Assignment
You may not assign, by operation of law or otherwise, any rights or delegate any duties under the Agreement to any third party without prior written consent by One Spirit. Any purported assignment lacking such consent will be void at its inception. One Spirit may assign all or part of its rights and/or delegate all or part of its duties under the Agreement to any party, at any time, and in its sole discretion, upon notice of assignment by posting such notice on the Website.
23. Changes to Minister Agreement
Under the terms of this Minister Agreement, you agree to be bound to any changes to this Minister Agreement when you continue to use the Service and upload Minister Content to your Dashboard after such modification is posted on the One Spirit Website; however, for any “material” change, such “material” change shall become effective if: (i) One Spirit sends to you an e-mail or posts information on the One Spirit Website notifying you of such “material” change and the date that such new Minister Agreement takes effect (“Effective Date”) and you then continue to use the Service and upload Minister Content to your Dashboard after the Effective Date; or (ii) One Spirit asks you to agree to the new Minister Agreement with the change before you may continue to upload Minister Content to your Dashboard and you agree to the same. If you do not agree to the “material” change, you may notify One Spirit under subsection (i) above or click “I do not agree” to the new Minister Agreement with the change under subsection (ii), as applicable; however, you acknowledge and agree that One Spirit may terminate your right to continue to use the Service.
24. Relationship of the Parties
The relationship between the parties will be that of independent contractors. Nothing contained herein will be construed to imply a partnership, joint venture, principal-agent relationship, or other joint relationship, and neither party will have the right, power, or authority to bind or create any obligation, express or implied, on behalf of the other party.
25. Compliance with Laws
Each party will comply with all laws, legislation, rules, regulations, and governmental requirements applicable to such party’s exercise of its rights and performance of its obligations under this Minister Agreement.
The Minister Agreement is legally binding between the parties upon the Minister clicking through the terms and selecting the “I Agree” option at the end of the Minister Agreement.