Terms & Conditions

Worship Channels Terms of Service

Please read these Terms of Service carefully before any Use of the Products. Your Use constitutes an unconditional agreement to be bound by these Terms of Service. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE YOU ARE PROHIBITED FROM USING THE PRODUCTS.

The Products are available in different Editions. Certain rights, obligations and restrictions vary by Edition. Unless otherwise stated, terms apply to all Editions (aka “Plans” or “Membership Plans.”)

Definitions

1. “Adaptation” means any work that modifies, adds to, deletes from, edits, affects the function of or is based on a Product or any previous Adaptation thereof, including all derivative works of a Product as such term is defined by the Copyright Act. Examples of Adaptations may include SDK Applications, JW Showcase Implementations, OEM implementations (to the extent applicable) and plug-ins. Websites on which Products are used solely to facilitate Content playback and streaming (but not Software as a Service) are not Adaptations hereunder.

2. “Application Package” means a Publisher product that incorporates Products in an OEM use case, as authorized on an applicable Order Form. Publisher agrees to notify Company in writing within ten (10) business days in the event such product’s name changes.

3. “Claims” means claims, suits, demands and actions by third parties.

4. “Company” means LongTail Ad Solutions, Inc. in association with Worship Channels.

5. “Content” means media including videos, images, graphics, animations, sounds, text and music and any related submissions (e.g., viewer comments) hosted, streamed or Played through the Products. “Content” includes “Recommended Content” (described further below).

6. “Dashboard” means an on-line control panel that provides certain functionality including account monitoring, player configuration, video management and statistics reporting.

7. “Developer Edition” means an Edition of the Product for which Fees are not required but that allows for Ad Plays, as set forth in the License Scope, below. “Free Edition” means an Edition of the Product for which Fees are not required and that does not allow for Ad Plays.

8. “Documentation” means any technical or other specifications or documentation that Company may provide to Publisher for use in connection with Products.

9. “Data” means all transactional and Content data obtained by, processed by or provided to the Company through the Use of Products. Data may include metadata (such as title, author, description and other information pertaining to Content), IP addresses, mobile device identifiers, URLs, browser and operating system. Company’s use of Data is limited to that which is permitted by applicable law, the Privacy Policy and these Terms of Service.

10. “Distribute” means to sell, transfer, assign, circulate, disseminate, distribute or make available to any third party, or the facilitation of the foregoing.

11. “Edition” means a particular edition of Worship Channels, including the Free Edition, Developer Edition, Starter Edition, Premium Edition, Business Edition, Platinum Edition, Enterprise Edition and Enterprise Trial Edition.

12. “Effective Date” means the earliest date a Product is Used by Publisher unless otherwise provided on an applicable Order Form.

13. “End User” means an individual or entity (other than Company, Publisher or their agents acting on their behalf) that accesses or Uses Publisher’s Content or Adaptations.

14. “Fee” means the amount payable to the Company for Use of a Product. 15. “JW Platform” means certain advanced video content management features previously offered as part of the Bits On The Run product.

16. “Worship Channels” means Publisher-hosted and cloud-hosted versions of the Worship Channels software and any, features, plug-ins and updates (other than new major versions) provided by Company therefor.

17. “JW Showcase” means that certain web app builder for publishing Worship Channels- hosted video content.

18. “JW Showcase Implementations” means stand-alone Websites created with JW Showcase and directed at End Users.

19. “Licensing Key” means certain code in the Products that permits Company to verify that Use of a Product is authorized. The Licensing Key does not gather personally identifiable information and its functions are more fully described in these Terms of Service.

20. “Licensed Programs” means Publisher-hosted versions of Worship Channels, the SDKs and JW Showcase.

21. “License Scope” means the features authorized for a particular Edition, including advertising, the maximum volume of data, maximum number of domains, maximum Plays, maximum API requests, authorization to Use the SDKs, JW Showcase, OEM and JW Platform.

22. “Losses” means damages, losses, costs and liabilities (including reasonable attorney and professional fees) arising from a Claim.

23. “Monthly Usage Limits” means the maximum monthly number or volume, as applicable, of Content Plays, Ad Plays, Websites, Videos, Hosting, Streaming, and API requests for the applicable Edition, as set forth in the License Scope. If a partial month of Use is authorized, Monthly Usage Limits for such month will be prorated based on the number of days in such month.

24. “OEM” means a Publisher that acts as an original equipment manufacturer of the Company by incorporating a Product with its own products into an authorized Application Package. For the avoidance of doubt, Publisher is not an OEM with respect to its Websites except to the extent a Product is incorporated into Software as a Service provided thereon.

25. “OEM License” means a sublicense grant given to an OEM for Products to be used in an Application Package.

26. “OEM Support” means support and maintenance for OEM’s sublicensees pursuant to an OEM License.

27. “Operating System” means Apple iOS and/or Google Android.

28. “Order Form” is an agreement between Company and Publisher setting forth custom pricing and terms for the use of Products and includes any contemporaneous Addendum thereto. In the event of any conflict between the terms of an Order Form and these Terms of Service, the Order Form shall take precedence.

29. “Overages” means amounts payable to the Company for Use of one or more Products in excess of the Monthly Usage Limits. Except as set forth herein or on an applicable Order Form, Overages are calculated on a calendar-month basis (pro-rated for partial months) at the Company’s then-applicable overage rates.

30. “Play” means each instance of Content streamed, in whole or in part, through the Products.

31. “Products” means the Licensed Programs and Services (as applicable to the relevant Edition).

32. “Prohibited Content” means any Content that (i) infringes any copyright, trademark, patent, trade secret, right of privacy, publicity, moral or other right of any person or entity, (ii) is unlawful, illegal, violative of public policy, threatening, inflammatory, racist, abusive, harassing, hateful, discriminatory, defamatory, libelous, misleading, deceptive, fraudulent, invasive, tortious, obscene, offensive, vulgar, pornographic, sexually explicit, profane, promotes violence or animal cruelty, is prohibited by our Content Guidelines (which are incorporated into this Terms of Service) or is otherwise inappropriate as determined by the Company in its sole discretion, (iii) contains any virus, worm, malicious code, Trojan horse, time bomb, spyware, malware or other computer code, file or program designed, intended or likely to disrupt, damage, limit or interfere with the proper function of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of the Company or any person or entity, (iv) facilitates or encourages illegal activity or (v) falsely suggests or implies sponsorship or endorsement by the Company.

33. “Publisher” or “You” means you and any entity on whose behalf you Use Products.

34. “Publisher Information” means personal and non-personal information about Publisher including but not limited to Publisher’s name, address, email address, telephone number, likeness, and, if Publisher transacts business with the Company, financial information such as payment method (valid credit card number, type, expiration date or other financial information).

35. “Purpose” means (i) Use to facilitate Content playback and streaming on Publisher’s Website(s) and/or application(s), (ii) Use of the SDKs to develop and Distribute SDK Applications, (iii) Use of JW Showcase to implement and Distribute JW Showcase Implementations, and (iv) other OEM Use as a component of the Application Package, in each case, if and to the extent within the applicable License Scope.

36. “Recommended Content” means Content of Publisher, Company or Recommended Content Partners that is recommended, displayed and/or played by Related Videos.

37. “Recommended Content Partner” means a third party that provides Recommended Content.

38. “Related Videos” means a feature of Worship Channels that, when enabled, automatically displays and/or plays recommended related Content following the playback of certain Publisher Content.

39. “SDK” means the Worship Channels Software Development Kits for Android and iOS, including all components thereof (Documentation, code, tools, libraries, data, files and materials) and all updates thereto.

40. “SDK Applications” means application software for Operating Systems, created with the SDK, incorporating Products and directed at End Users.

41. “Sensitive Data” means online account access credentials; a first name or initial and last name; Protected Health Information (as defined by HIPAA); information pertaining to or obtained from any person known to be under 13, or from a Website or application directed to persons under 13; or special categories of personal data, as referenced in Article 9 of the GDPR.

42. “Service Analytics” means functionality of the Worship Channels and JW Platform that facilitates statistics and Data gathering and reporting. Service Analytics collects only web, player and browser-based information (e.g., browser type, Internet Service Provider, operating system, IP addresses, device IDs, but not name/address, email address, or telephone numbers) as more fully described in the Privacy Policy and these Terms of Service.

43. “Services” means services provided or made available to Publisher under these Terms of Service or otherwise offered by the Company to its customers, including cloud-hosted versions of Worship Channels, the SDKs and JW Showcase provided as software as a service (SaaS), hosting and streaming functionality, Live Streaming, the Dashboard, Related Videos and maintenance and support services and professional services, as well as data used within any of those features (such as for optimization or analytics).

44. “Taxes” means all taxes, levies, duties, tariffs, imposts, deductions, charges or withholdings and all related liabilities, including interest, penalties or additions thereto.

45. “Terms of Service” or “TOS” means this document, including any applicable, mutually ratified Order Form and/or Addendum, which shall be incorporated into these Terms of Service.

46. “Use” means operating, accessing, downloading, installing, integrating or providing Content through a Product or Adaptation.

47. “Website” means any website on which you use any Services.

48. “Subscription and Identity Management Services” means identity management services and subscriptions and payments services available through the Platform, and viewer support services (in each case, as applicable as purchased, and as more particularly described on our Website);

Products Upgrade

Any Use of the Products other than as permitted by these Terms of Service is strictly prohibited. The Company reserves all rights and licenses not expressly granted hereunder.

Publisher License

Subject to the terms and conditions of these Terms of Service and Publisher’s observance thereof, Company hereby grants to Publisher and Publisher hereby accepts a non-exclusive, non-transferable, non-sublicensable, limited right and license, solely for the Purpose, to (a) Use, access and install the Products, (b) Use, access, integrate and install the SDKs, (c) make and distribute Documentation internally, (d) publicly Distribute SDK Applications for the Operating Systems, (e) Use JW Showcase, and (f) operate and allow End Users of SDK Applications and JW Showcase Implementations to operate Worship Channels incorporated into such SDK Applications and JW Showcase Implementations.

Use of the Free Edition, Starter Edition, Business Edition or Premium Edition in connection with advertising of any kind is prohibited. Use of Developer Edition in connection with commercial use of any kind other than a technical evaluation is prohibited. Except for Publishers with Enterprise or Enterprise Trial Editions, Publishers are limited to one (1) account. Promotional offerings, such as a trial period, shall have the limitations and restrictions provided in such promotional offering, in addition to the limitations and restrictions set forth in these Terms of Service.

OEM License

Upon explicit written approval by the Company to act as an OEM and subject to the terms and conditions of these Terms of Service and Publisher’s observance thereof, the Company grants, in object code form, to Publisher, a non-exclusive, limited subscription license, solely for the Purpose, to (a) incorporate the object code version of the applicable Products in the Application Package, (b) reproduce and distribute the applicable Products as incorporated into the Application Package, (c) modify and enhance the applicable Products as incorporated into the Application Package, and (d) reproduce and distribute any such modifications or enhancements, subject to the License Scope listed above. The foregoing rights may be sublicensed through multiple tiers of distribution, including resellers, provided each reseller or other distributor is contractually required to abide by the requirements of this Section. Publisher shall ensure that any Application Package incorporating the applicable Products shall be governed by a license agreement that is at least as protective to the Company as are the Company’s Terms of Service in the Application Package. Unless explicit written approval is given by Company to Publisher to act as an OEM, any references to OEM terms, such as an OEM License, OEM Support, or other OEM provisions, shall be inapplicable.

An OEM License may be authorized only in connection with the Enterprise Edition. Publishers with any Edition other than Enterprise Edition and Publishers with an Enterprise Edition without an OEM License authorized on an applicable Order Form are strictly prohibited from incorporating a Product into any Application Package or incorporating a Product into any goods or services, other than those authorized under subsections (i) – (iii) of the Purpose. Publisher is strictly prohibited from incorporating a Product into any goods or services, other than with respect to the authorized Application Package and those authorized under subsections (i) – (iii) of the Purpose.

Publisher shall be responsible for all OEM Support under the OEM License. OEM may assign up to five (5) designated support contacts from OEM’s company to contact the Company by providing notice to the Company. OEM’s customers may not contact the Company directly for OEM Support. OEM further agrees, at its own expense, to be adequately trained on providing Product support to OEM’s customers.

License Scope

The License Scope varies by Edition and the licenses granted hereunder are limited accordingly. Unless otherwise provided, licenses are personal to Publisher for its own Use.

Live Streaming Usage shall also count against the Streaming limits.

Registration

Publisher is strictly prohibited from providing false or misleading sign-up information, including using a name, address or email address owned or controlled by another person without appropriate authorization. Company reserves the right to refuse registration or cancel any account that it reasonably believes is in violation of the foregoing. Publisher shall be responsible for maintaining the secrecy of its password and is liable for all activities that occur on its account. Publisher agrees to immediately notify the Company of any unauthorized use of Publisher’s username, password or other breach of account security.

Adaptations

Publisher is authorized to make Adaptations reasonably necessary to exercise its rights under these Terms of Service. All Adaptations created by Publisher are strictly for Use in connection with the Purpose. Publisher is solely responsible to ensure that its Adaptations (except the Products incorporated therein) comply with all applicable laws and regulations and do not infringe the intellectual property rights of any third party. Company reserves the right to prohibit the Use or Distribution of any Adaptation that it reasonably believes violates or is likely to violate such laws, regulations or rights and if Publisher fails to cure the foregoing within fifteen (15) days after written notice thereof.

SDK

Company may update the SDKs at any time and is under no obligation to provide notice thereof. Updates may have features or functionality that differ from that of the current SDKs. Company may identify certain updates as being critical (e.g., updates that address significant security issues) by written notice (including e-mail to the address provided by Publisher). Publisher shall incorporate such critical updates into its SDK Applications and, if such SDK Applications have been Distributed, shall use its best efforts to provide a public update thereto. Company shall not be liable for, and Publisher shall indemnify and hold Company harmless for, Losses due to Publisher’s failure to take the foregoing steps with respect to a critical update.

Publisher acknowledges that development for each Operating System may be subject to the applicable Operating System provider’s own rules, regulations, standards and requirements and that Company has no control or responsibility therefor. Publisher is solely responsible for its compliance with the foregoing and Company makes no representations or warranties of compatibility with any Operating System.

JW Showcase

Company may update JW Showcase at any time and is under no obligation to provide notice thereof. Updates may have features or functionality that differ from that of the current JW Showcase. Company may identify certain updates as being critical (e.g., updates that address significant security issues) by written notice (including e-mail to the address provided by Publisher). Publisher shall incorporate such critical updates into its JW Showcase Implementations. Company shall not be liable for, and Publisher shall indemnify and hold Company harmless for, Losses due to Publisher’s failure to take the foregoing steps with respect to a critical update.

Distribution

Except pursuant to the Purpose or as otherwise specifically set forth herein, Publisher shall not Distribute, re-license, sell, lease, transfer, encumber, assign or make available for public use the Products or any Adaptation thereof. Any attempt to take any such actions is void and constitutes a material breach of these Terms of Service.

Term

These Terms of Service shall become effective on the Effective Date. For all Editions other than the (i) Enterprise Trial Edition or (ii) Enterprise Edition if otherwise set forth on an applicable Order Form, these Terms of Service shall remain effective for a period of one (1) year (the “Initial Term”). Upon the conclusion of the Initial Term, these Terms of Service shall automatically renew for additional successive one (1) year terms, except in the case of the Enterprise Edition which shall renew for additional successive terms for the same period as the Initial Term (each a “Renewal Term” and together with the Initial Term and any Negotiation Period(s), the “Term”). Such renewal shall be at the then- current non-promotional rate, unless Publisher opts out of auto-renewal by electing to not renew these Terms of Service as set forth in the following paragraph. The Enterprise Trial Edition’s Term shall be 30 days unless otherwise mutually agreed by Publisher and Company and set forth on an applicable Order Form.

Either party may elect to not renew these Terms of Service by notifying the other prior to the expiration of the then-current Initial Term or Renewal Term. Such notice may be provided by Publisher either via email to customer support or through the Publisher dashboard. Notice for the Enterprise Edition must be provided in writing no later than thirty (30) days prior to such expiration. If Publisher terminates these Terms of Service, Publisher may use Publisher’s subscription until the end of Publisher’s then-current term and Publisher’s subscription will not be renewed after Publisher’s then-current term expires. However, Publisher won’t be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF PUBLISHER DOES NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING BASIS, PUBLISHER MUST CANCEL THE APPLICABLE TERMS OF SERVICE BY NOTIFYING COMPANY BEFORE THE END OF THE THEN-CURRENT INITIAL TERM OR RENEWAL TERM, WHICH FOR ENTERPRISE EDITION SHALL BE NO LATER THAN THIRTY (30) DAYS PRIOR TO THE END OF THE THEN-CURRENT INITIAL TERM OR RENEWAL TERM. THESE TERMS OF SERVICE CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH PUBLISHER HAS ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, COMPANY WILL NOT REFUND ANY FEES THAT PUBLISHER HAS ALREADY PAID.

Publisher’s non-termination or continued use of Products or Editions reaffirms that Company is authorized to charge Publisher’s designated payment form for such Products or Editions. Company may submit those charges for payment and Publisher will be responsible for such charges. This does not waive Company’s right to seek payment directly from Publisher. Publisher’s charges may be payable in advance, in arrears, per usage, or as otherwise described when Publisher initially selected to use the Products or Editions. Publisher hereby acknowledges that it will not receive notice of a renewal cancellation date or automatic renewal and expressly waives the application of Washington General Obligations Law Section 5-903, and any similar laws, to the renewal of these Terms of Service.

If Company has provided notice of non-renewal to an Enterprise Edition Publisher in accordance with the above mechanism, and the parties are negotiating in good faith to agree a new Order Form, and Publisher continues to Use the products beyond the effective date of expiration without such new Order Form having been executed by a duly authorized representative of each party, Publisher will be deemed to have renewed for a one (1) month term (a “Negotiation Period”); provided that Company may in its sole discretion notify Publisher that such Negotiation Period will not occur, in which case these Terms of Service will expire as provided herein. Publisher will for the Negotiation Period be invoiced, and will pay in accordance with the payment terms herein, one-twelfth of the annual Fees provided on the applicable Order Form, and the License Scope for Content Plays, Hosting and Streaming will be one-twelfth of the annual limits provided on such Order Form. The Negotiation Period will not renew without the written consent (email sufficing) of Company. The foregoing shall not affect either party’s rights to terminate these Terms of Service as provided herein.

Termination

These Terms of Service are subject to termination by Company immediately and/or Publisher’s account may be suspended if (a) Publisher fails to timely pay a Fee or Overages, (b) Publisher violates any term of these Terms of Service, including the provisions regarding Prohibited Content or the Content Guidelines (c) Publisher becomes insolvent, declares bankruptcy or a receiver or trustee is appointed for Publisher, (d) Publisher is or becomes engaged in a business that is competitive with the Company’s business, or (e) Publisher exceeds the License Scope permitted for its Edition and Publisher fails to cure any of the foregoing within seven (7) days of notice thereof.

Enterprise Edition Terms of Service shall not be terminable for convenience by either party. Company may terminate Free Edition, Developer Edition, Starter Edition, Business Edition, Premium Edition, Platinum Edition and Enterprise Trial Edition Terms of Service for its convenience on seven (7) days’ notice.

In the event of any termination by the Company pursuant to (a) – (e) above, the Company is under no obligation to provide a refund for the Fees received from Publisher or apply such fees to future services. In the event of the Company’s termination for convenience, Publisher shall, on its request, be given a pro rata refund of unused pre-paid Fees. In the event Publisher switches to a different Edition, any pre-paid Fee balance shall be applied towards the Fees due for such Edition until exhausted; no refund shall be available for Publishers switching to a Free Edition or a Developer Edition.

Effects of Termination

Upon expiration or termination of these Terms of Service for any reason, Publisher shall immediately cease Use the Products and uninstall, delete and destroy any copies of the Licensed Programs under its control. In the event any Products are no longer under Publisher’s control (such as SDK Applications already in the marketplace), Publisher shall use its best efforts to cause use of such Products to promptly cease, including updating SDK Applications and other OEM uses.

Without limiting the foregoing, if Publisher fails to cease Use of the Products or Services following expiration or termination, Publisher will continue to pay the Fees and Overages. To the extent that such continued use is due to Products no longer under Publisher’s control, such Fees shall be pro rata based on the volume of ongoing Use, until such Use ceases.

Upon expiration or termination, Company may delete any Content, information, files or materials in or related to Publisher’s account, and Company will have no obligation whatsoever to save or make any such Content, information, files or materials available to Publisher or any other party. Publisher agrees that Company will have no liability whatsoever to Publisher or any other party related to termination of access to Publisher’s account or as a result of the deletion or loss of any Content, information, files or materials in or related to Publisher’s account.

Upon expiration or termination, all rights, obligations and licenses of the parties shall cease, except that all obligations that accrued prior to the effective date of expiration or termination and remedies for breach of these Terms of Service shall survive. The provisions of the Sections titled Effects of Termination, Intellectual Property, Privacy, Fees and Payment, Content, Representations and Warranties, Disclaimer, Limitation of Liability, Basis of the Bargain, Indemnity, Audit, Confidential Information, Severability, Choice of Law and Jurisdiction, Injunctive Relief, Complete Agreement and Waiver of Breach shall also survive.

Maintenance and Support

Company will provide technical support and maintenance for the Products in its sole discretion except as otherwise provided in a paid support package set forth on an applicable Order Form, and Company shall have no obligation to provide additional technical support, maintenance, updates or enhancements to the Products or to provide customer service or support to Publisher’s End Users. All installation and maintenance of Products by Publisher shall be at the sole expense of Publisher. Company is not responsible for performance issues caused by low-performance End-User computers, low-bandwidth End-User Internet connections, periodic network congestion among network providers, low-bandwidth connectivity from redirected image and video sources, improperly configured campaigns and low-bandwidth connectivity from any Publisher Content servers. In the event Company identifies slow performance due to its system, Company shall use commercially reasonable efforts to restore the Services to acceptable performance levels. Publisher’s sole remedy for any disruption (as determined by checking the response of a Product’s HTTP API) or failure to provide support shall be a pro rata refund of the Fee paid by Publisher for the relevant period. Company, at its discretion, may make available future upgrades or updates to the Products. Upgrades and updates, if any, may not necessarily include all existing or new features that Company releases for newer versions of the Products.

Intellectual Property

The Company shall retain all intellectual property rights pertaining to the Products, including but not limited to copyright, trademark and patent rights and all rights not expressly granted herein are reserved. If Publisher creates an Adaptation, Publisher shall obtain all intellectual property rights in and to the elements of such Adaptation created by Publisher and the Company shall retain all intellectual property rights in and to any elements of the Products incorporated in such Adaptation. Publisher is prohibited from creating any Adaptation that in any manner infringes the patents, trademarks, copyrights, trade secret rights or other rights of the Company or any third party.

Privacy

Exercise of the rights and licenses granted hereunder shall be subject to the Company’s Privacy Policy. Publisher shall place prominently and maintain on all locations on which it Uses the Products, and comply with, a privacy statement or policy that adheres to or exceeds applicable law, regulations and industry self-regulatory programs.

Service Analytics powers the Products’ data and statistics reporting functionality (including Publisher’s JW Player Dashboard) in accordance with the Company’s Privacy Policy and United States and European Union privacy laws. The Products also utilize a Licensing Key to verify compliance with these Terms of Service (e.g., the Edition being Used). Service Analytics may collect web, player and browser-based information and metadata, and Publisher grants Company a limited, royalty-free license to collect and use such information and metadata to facilitate the operation of Products and for its internal business purposes, and as more specifically described in this and the following section. Publisher will register all video Content with a Media ID (an 8-digit identifier) in accordance with the Documentation and will initiate all Plays using the applicable Media ID. Publisher is strictly prohibited from removing, altering, disabling or circumventing the Licensing Key or Service Analytics or otherwise interfering with the operation thereof.

Company may use Publisher Information and Data to: deliver the Products; manage Publisher’s account; provide customer support; communicate with Publisher by email, postal mail, telephone and/or mobile devices; develop and display content and advertising tailored to your interests; enforce our Terms of Service; manage our business; and perform functions otherwise described to you at the time of collection. As part of Company’s continued development and improvement of the Products, Publisher authorizes Company to periodically conduct limited testing through the Products.