XO MARRIAGE TERMS OF SERVICE AGREEMENT FOR SIMULCAST DOWNLOAD

1. Service and Terms

Marriage Today d/b/a XO Marriage (“XO,” “XO Media,” “we,” or “us”) is a 501(c)(3) non-profit organization that provides marriage and family related video content that allows any person (“User”, “you” or “your”) using the Site (“XOMarriage.com”, “ https://2023xomarriage.sardius.live/”, “https://2023xomarriage.sardius.live/”, and other affiliated and similar “Site(s)”) to access videos (collectively, the “Content”, but see further description in section 2.1). The Content, the player provided for viewing the Content and other products, tools, and software, some of which are original and some provided by third-parties, are collectively known as the “Services” (“Service(s)”). This is a legal agreement between you and XO, and it governs your use of the Sites.

These Terms, together with all updates, constitutes an agreement between you and XO (“Agreement”). By accessing or browsing our Site, you signify that you have read, understand, and agree to be bound by this Agreement. Furthermore, by registering with the Site, installing the Site’s software, and/or creating a profile with your organization or church, you acknowledge that you have read and understood this Agreement and agree to be bound by its terms and conditions. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) THE TERMS AND CONDITIONS OF THIS AGREEMENT XO MAY REFUSE ACCESS TO THE SITE AND ITS CONTENT.

2. Use of Services

2.1 License. Once your church or organization (“Organization(s)”) registers with the Site, XO hereby grants to the User a limited, non-exclusive, non-transferable, freely revocable license to access and use the Site and its content, including, but not limited to, the right to listen, view, or download, any portion of the Content to which you have properly gained access solely for your nonprofit use, provided that you do not alter, delete, republish, repackage, rerecord, or conceal any copyright, trademark, Intellectual Property (IP) or other notices contained within the written Content or Site. Notwithstanding your right to print a single copy of a portion of the Content as set forth herein, you shall have no right to distribute, republish, sell, or resell any content or portion thereof. Organizations may be subject to additional terms and conditions with XO, which shall be provided upon registration with the Site and or payment to XO. Downloads by your Organization may be viewed once per year, per Organization’s location, or as otherwise permitted by XO in writing.

2.2 You are responsible for obtaining the technology and Internet service to access, as well as required updates, and use the Site and acknowledge and agree that such technology and service may involve third-party fees (such as an Internet service provider, airtime charges or data rates), for which you are solely responsible, including without limitation any fees associated with the display or delivery of advertisements.

3. Use of the Site

The User and Organization agrees that you shall only use the Site for your nonprofit use and not for for-profit or commercial purposes. Each User and Organization further agrees not to redistribute, resell, republish, or otherwise transfer any Content obtained through the Site to any other party. Any use for for-profit purposes, such as selling access and subscriptions to the public, is strictly prohibited and will result in the termination of your access to Content and subject you to legal liability.

4. Prohibition on the Sharing of Subscriptions

Users and Organizations shall not share subscription access with anybody outside of the Organization or not associated with the Organization. If a situation arises that you would like to share XO Media with someone outside of your Organization, please contact us and we are happy to evaluate each request on a case-by-case basis.

5. System Requirements

Your use of the Site requires your compatible device, internet access, and certain software which may require obtaining updates or upgrades from time to time.

6. Intellectual Property and Proprietary Rights

All Content on the Site and available through the Site, including but not limited to designs, text, graphics, images, logos, photographs, illustrations, audio and video material, artwork, information, database, proprietary information and all copyrights, trademarks, patents or other legally protectable elements of the Site, and their selection and arrangement (all collectively, “Site IP”), but excluding any Submissions, are the proprietary property of the XO, its users, or its licensors with all rights reserved. XO and its licensors, in their sole discretion, may remove Content from the Site without notice.

Except as provided within this Agreement or absent the express written consent of XO, you may only download and/or view the Content provided on the Site for your nonprofit purposes and you may not otherwise modify, copy, distribute, frame, reproduce, republish, download, display, post, transmit, create a derivative work, or broadcast or otherwise circulate to any third party (including, without limitation, on or via a third-party website), or otherwise use, any Site IP (except for your Submissions). ANY OTHER USE OF THE SITE OR THE CONTENT IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF XO AND/OR OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES THAT INCLUDE PUNITIVE DAMAGES, REASONABLE ATTORNEY’S FEES, AND/OR ANY OTHER REMEDIES AVAILABLE TO A COURT.

7. Termination of Rights.

XO has the right to take any or all of the following actions in our sole discretion at any time and for any reason without giving you any prior notice. This includes but is not limited to:
• restricting, deactivating, suspending, or terminating your access to all or any part of the Site, including deletion of your Account and all related information and files in your Account;
• refusing, moving, or removing any material that you submit on or through the Site or that is available on the Site;
• establishing general practices and limits concerning use of the Site;
• any breach or violation of this Agreement;
• requests by law enforcement or other government agencies to do so;
• a request by you;
• discontinuance or material modification to any part of the Site; or
• unexpected technical or security issues or problems.

You agree that XO will not be liable to you or any third party for taking any of these actions.

Provisions regarding proprietary rights, termination, legal compliance, enforcement, Third-Party Sites and Third-Party Content, disclaimers, limitations of liability, waivers, indemnity, notice, and any obligations to pay amounts due prior to termination shall survive termination or expiration of this Agreement for any reason.

8. Indemnification, Disclaimer of Warranties, and Limitation of Liability

8.1 Indemnification. You hereby agree to indemnify, defend and hold XO, its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers (collectively, the “XO Parties”), harmless from and against any and all liability, harm, losses, expenses, damages, and costs, including reasonable attorney’s fees, incurred by any of the XO Parties in connection with any claim arising out of your use of the Site, any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you, the content you submit, post, transmit or make available through the Site (including without limitation any musical recordings, musical/lyrical recordings, audiovisual works, text, and images you upload or otherwise provide to the Site), your violation or breach of any part of this Agreement, your connection to the Site, your breach of any representation or warranty under this Agreement, or your violation of the rights of any other person or entity, including the Site IP.

8.2 WARRANTY DISCLAIMERS AND LIMITATIONS ON LIABILITY. YOU UNDERSTAND THAT THE SITE AND CONTENT IS PROVIDED BY XO “AS IS”, AND THAT XO DOES NOT GUARANTEE THE ACCURACY, INTEGRITY OR QUALITY OF ANY CONTENT AVAILABLE ON OR THROUGH THE SITE. IN THIS REGARD, YOU ACKNOWLEDGE THAT YOU SHOULD NOT RELY ON ANY OF THIS CONTENT. YOU AGREE THAT YOUR USE OF THE SITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY THE LAW, XO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, ASSOCIATED WITH THE SITE AND CONTENT AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. XO MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT, THE SITE IP, OR THE CONTENT OF ANY THIRD-PARTY SITE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOU UNDERSTAND AND AGREE THAT ANY CONTENT PROVIDED BY XO DOES NOT CONSTITUTE PROFESSIONALY COUNSELING, ADVICE OR THERAPY AND CANNOT BE RELIED UPON AS PROFESSIONAL EDUCATION OR OPINION.

XO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR YOUR USE OF THIS SITE, INCLUDING WITHOUT LIMITATION ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF XO’S SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/ OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. XO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND XO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS. YOU ASSUME ALL RISK AS TO THE QUALITY, FUNCTION, AND PERFORMANCE OF THE SITE, AND TO ALL TRANSACTIONS YOU UNDERTAKE ON THE SITE, INCLUDING WITHOUT LIMITATION SUBMISSION OF ANY USER CONTENT.

IN NO EVENT WILL THE XO PARTIES BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, RELIANCE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR PROFITS, OR FOR INABILITY TO USE THE SITE, EVEN IF THE XO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE XO PARTIES EXCEED ONE HUNDRED DOLLARS ($100.00) FOR ANY AND ALL CLAIMS, DAMAGES, AND OTHER THEORY OF LIABILITY, INCLUDING NEGLIGENCE. SOME U.S. STATES DO NOT ALLOW, AND OTHER JURISDICTIONS MAY NOT ALLOW, THE LIMITATION OF LIABILITY, SO THE FORGOING DISCLAIMER MAY NOT APPLY TO YOU IF PROHIBITED BY APPLICABLE LAW.

YOU ALSO UNDERSTAND AND AGREE THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION.

9. Copyright Infringement Notice

It is XO’s policy to comply with all intellectual property laws and to act expeditiously upon receipt of a valid notice of claimed infringement. If you believe your original work of authorship has been reproduced in or on this Site in a manner that constitutes copyright infringement, you are required to provide a notice of copyright infringement containing all of the following information:
a. Identification of the Content on the Site that is claimed to be infringing or, if multiple copyrighted works posted are to be covered by a single notification, a representative list of such works.
b. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access which is to be disabled, and information reasonably sufficient to permit XO to locate the material on its server.
c. Information reasonably sufficient to permit XO to contact you, such as an address, telephone number, and an email address at which you may be contacted.
d. A statement that you have a good faith belief that use of the Content in the manner complained of is not authorized by the copyright owner, its agent or the law.
e. A statement, under penalty of perjury, that the information in the notice of copyright infringement is accurate, and that you are authorized to act on behalf of the owner of the right that is allegedly infringed.
All notices of copyright infringement must be sent to the following address:

Legal Department
XO Marriage
371 W. Byron Nelson Blvd.
Roanoke, Texas 76262

10. Binding Arbitration and Class Action Waiver

If for some reason a dispute arises that we cannot resolve informally, you agree to the follow dispute resolution procedure and guidelines below. You agree to binding arbitration and waive and give up any right whatsoever to file a class action lawsuit or class-wide arbitration. Furthermore, you agree that you cannot sue us in state or federal court in front of a judge or jury. As an exception to this arbitration agreement, XO is happy to give you the right to pursue resolution through small claims court, or any claim that is within that court’s jurisdiction as long as you proceed only on an individual basis.

10.1 120-day Resolution. In the unlikely event that a dispute arises, you agree to give us 120 days from the day you brought the issue to our attention to resolve any issue informally before proceeding to arbitration. If for some reason after the 120 days has passed and the issue is still not resolved, then and only then may you proceed to arbitration.

10.2 Binding Arbitration Agreement. You and XO agree that any dispute, claim or controversy relating to: (i) these Terms of Use (including formation, performance, or breach of them, and including the scope and enforceability of this arbitration provision); (ii) any aspect of our relationship with each other; (iii) use of the Services; and (iv) the Privacy Policy, must be resolved through binding arbitration before the American Arbitration Association (“AAA”) using its Consumer or Commercial Arbitration Rules, whichever is applicable. All arbitration hearings will be held in Tarrant County, Texas.

10.3 Class Action Waiver. You and XO agree to arbitrate in each of our individual capacities only, not as a representative or member of a class (either class action lawsuit or a class-wide arbitration), and each of us expressly waives any right to file a class action or seek relief on a class basis.

11. General Information

11.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement between you and XO and governs your use of the Site, superseding any and all prior and contemporaneous promises, agreements, understandings and licenses between you and XO, concerning the Terms of Use, whether written or oral.

11.2 Headings. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

11.3 Changes. Changes to these Terms can often happen and it is your responsibility to regularly check these Terms to ensure compliance with any updates.

11.4 Notice. We may be required by law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on or through the Site or delivering them to you through email.

11.5 Assignment. You may not assign your rights under this Agreement without the express written consent of XO.

11.6 Choice of Law, Forum and Limitations. This Agreement shall be interpreted and controlled by the laws of the State of Texas. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the State and Federal Courts located in Tarrant County, Texas, and you expressly agree to submit to the personal and exclusive jurisdiction of these courts. To the extent allowed by law, You agree that any claim or cause of action arising out of your use of the Site or the Agreement must be filed within six (6) months after such claim or cause of action arose or be forever barred.

11.7 Waiver and Severability. The failure of XO to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, you and XO nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Agreement will remain in full force and effect.