Legal Notice

THE EVANGELICAL CATHOLIC, INC. (“EC”) IS WILLING TO PROVIDE YOU (“MINISTRY” OR “YOU”) WITH ACCESS TO THE SERVICES OFFERED HEREUNDER, ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS SET FORTH IN THESE TERMS OF SERVICE (THE “AGREEMENT”). THIS AGREEMENT ESTABLISHES THE TERMS AND CONDITIONS THAT APPLY TO YOU WHEN YOU USE THE SERVICES. BY PURCHASING THIS SERVICE, YOU INDICATE YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THIS AGREEMENT, AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS. YOU ARE NOT PERMITTED TO USE THE SERVICES IF YOU DO NOT AGREE TO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO ALL THE TERMS SET FORTH IN THIS AGREEMENT.

THIS AGREEMENT CAN BE CHANGED, MODIFIED, SUPPLEMENTED, AND/OR UPDATED BY US AT ANY TIME; PROVIDED THAT WE WILL ENDEAVOR TO PROVIDE YOU WITH PRIOR NOTICE OF ANY MATERIAL CHANGES. YOUR CONTINUED USE OF THE SERVICE AFTER THE MODIFICATION OF THIS AGREEMENT MEANS THAT YOU ACCEPT ALL SUCH CHANGES. ACCORDINGLY, YOU ARE ADVISED TO CONSULT THIS AGREEMENT EACH TIME YOU ACCESS THE SERVICE IN ORDER TO VIEW ANY CHANGES TO THIS AGREEMENT.

1. Term. The duties and obligations of the parties under this Agreement shall commence on the day that the Ministry provides the first payment for Services (the “Effective Date”) and shall continue until it no longer receives any Services (the “Term”), unless earlier terminated in accordance with Section 3.

2. Ownership and Intellectual Property. EC retains all right, title and interest in and to (a) the Services and (b) any and all results, reports, materials, and documentation made available to the Ministry as part of the Services (“Reports” and together with the Services, the “EC Materials”), including all intellectual property rights in connection therewith. Notwithstanding the foregoing, the EC hereby grants to the Ministry a non-exclusive, non-transferable (except as permitted herein), non-sublicensable right and license during the Term to use EC Materials solely in connection with its participation in the Agreement. Any use of the 1% Challenge^TM marks owned by the EC will be subject to the trademark license agreement.

3. Termination. The Ministry may terminate this Agreement for any reason within the first three (3) months of the commencement of the Term (“Initial Termination Period”). If Ministry terminates this Agreement pursuant to the preceding sentence, the EC shall refund to Ministry the Compensation received as of that date: provided; however, the EC shall retain an amount equal to all expenses incurred by the EC in preparation and performance of the Services on or before the date of termination. Further, either party may terminate this Agreement for material breach or default of this Agreement by the other party; provided the breaching party will have thirty (30) days to cure such breach or default. If, after the Initial Termination Period, this Agreement is terminated by the Ministry for any reason other than for material breach by the EC, the EC shall keep the full balance of the Compensation payments received as of such termination date. If this Agreement is terminated by the Ministry due to material breach by the EC, then the EC shall refund the Ministry an amount equal to the most recent Compensation payment that is proportionate to the number of months between the date of termination and the earlier of (i) the date of the next scheduled Compensation payment or (ii) the end of the Term. Notwithstanding any of the foregoing, either party shall have thirty (30) days to cure any material breach of its duties under this Agreement after written notice of such breach by the non-breaching party before the non-breaching party can terminate this Agreement.

4. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, EC HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

5. Non-disclosure. The parties may provide to one another information that is confidential (“Confidential Information”). Confidential Information will be limited to information clearly identified as confidential. Confidential Information will not include information which: (a) is or becomes a part of the public domain through no fault of the receiving party; (b) was in the receiving party’s lawful possession free of any obligation of confidence at the time it was disclosed to the receiving party; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is disclosed as required by a valid order of a court or other governmental body having jurisdiction, provided that the receiving party provides the disclosing party with reasonable prior written notice of such disclosure and makes a reasonable effort to obtain, or to assist the disclosing party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued. The parties agree to hold each other’s Confidential Information in confidence during the term and after and the termination of this Agreement.

6. Limitation of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EC’S AGGREGATE CUMULATIVE LIABILITY FOR DAMAGES FOR SERVICES PERFORMED WILL IN NO EVENT EXCEED THE AMOUNT OF FEES PAID BY THE MINISTRY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS DIRECTLY PRECEDING THE EVENT GIVING RISE TO LIABILITY HEREUNDER.

7. Relationship of the Parties. The parties acknowledges that EC is an independent contractor of the Ministry and that EC personnel are not employees of the Ministry. Nothing in this Agreement shall be construed to give either party the authority to represent or bind the other party including, without limitation, with any third party or before any court or governmental agency.

8. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9. Governing Law. This Agreement, and all matters arising out of or relating to this Agreement, will be governed by the laws of the State of Wisconsin. The parties hereby expressly consent to the exclusive personal jurisdiction and venue in the state and federal courts for Dane County, Wisconsin for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

10. Export. The Ministry agrees not to export, reexport, or transfer, directly or indirectly, any data acquired from EC, or any Reports utilizing such data, in violation of the United States export laws or regulations.

11. Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, and any assignment or transfer in derogation of the foregoing shall be null and void, provided, however that both parties shall have the right to assign this Agreement, without the prior written consent of the other party, to the successor entity in the event of merger, corporate reorganization, change of control or similar transaction, or a sale of all or substantially all of its assets. The terms of this Agreement shall be binding upon such assignees.

12. Entire Agreement. This Agreement along with any supplemental agreements in connection with this Agreement constitutes the complete agreement between the parties and supersedes all previous and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement.

13. Notices. All notices required or permitted under this agreement must be delivered in writing, if to EC, by emailing [email protected] and if to the Ministry by emailing the email address it provided when signing up for the Services, provided, however, that with respect to any notices relating to breaches of this agreement or termination, a copy of such notice will also be sent in writing to 6602 Normandy Ln, FL 2, Madison, WI 53719 if to EC and to the address the Ministry provided if to the Ministry by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

14. Counterparts. This Agreement may be signed in counterparts, each of which may be deemed an original and all of which together constitute one and the same agreement.