This SUBSCRIPTION SERVICES AGREEMENT ("Agreement") is made between David C Cook (“DCC”) and church (“Church”). DCC provides for the delivery of its Tru Curriculum by means of a subscription service (the “Services”) hosted on the web site located at http://tru.davidccook.com (this site or any successor site designated by DCC (the “Site”). All access to and use of the Services available through any Site is subject to the terms of this Agreement. If Church wishes to access and use the publicly available portions of the Services and the Site (if available), Church may do so only in compliance with the terms of this Agreement. If Church has placed or later places an order with DCC using a form provided by DCC or any order request approved by DCC (Church’s “Order”) seeking to access and use certain of the Services requiring registration, DCC is willing to accept Church’s Order and provide Church with access to and use of those Services only if Church agrees to be bound by the terms and conditions of this Agreement.

PLEASE CAREFULLY READ THE TERMS OF THIS AGREEMENT. BY CLICKING THE “I ACCEPT” ON YOUR SCREEN, OR BY OTHERWISE PROCEEDING TO USE THE SERVICES, CHURCH ACKNOWLEDGES THAT ITS AUTHORIZED REPRESENTATIVE HAS READ AND AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

This Agreement consists of the following terms and conditions. Unless otherwise amended as set forth herein, this Agreement will exclusively govern Church’s access to and use of the Services and the Site and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding Church’s access to and use of the Services and the Site. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers under this Agreement must be in writing. 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.

Definitions. All terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English meaning as commonly interpreted in the United States.

Term. This Agreement will be effective on the date Church indicates its acceptance of this Agreement or otherwise first uses the Services (“Effective Date”). The term of the agreement shall be established according to one of the following 3 three alternatives:

1 year term paid in monthly installments;

1 year term paid in advance in one lump sum; or

4 month term paid in advance in one lump sum.

With regard to subscriptions established according to alternative 2(a) above, the term of this Agreement will thereafter automatically renew for additional 1 year renewal terms, unless terminated under Section 10 below. With regard to subscriptions established according to alternatives 2(b) and 2(c) above, this agreement shall terminate at the end of the applicable term without any automatic renewal for additional terms.

Subscription to the Services. Subject to the terms of this Agreement, during the term of this Agreement DCC will provide Church with the right to access and use the Services at all times in accordance with the terms and conditions of this Agreement, and Church has the right to access the DCC Content as defined in Sections 4 and 5 below. Church’s rights are non-transferable and non-sublicensable. Church may access and use the Services only as expressly permitted by this Agreement. Church acknowledges that the Services and the database, software, hardware and other technology used by or on behalf of DCC to provide the Services and operate the Site (the “Technology”) and their structure, organization, and underlying data, content and source code constitute valuable trade secrets of DCC. Church will not, and will not permit any third party to: (1) alter, modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services or Technology; (2) interfere in any manner with the operation of the Site or the hosting of the Services or Technology or attempt to gain unauthorized access to the Site or the Services; (3) sublicense, delegate or transfer any of Church’s rights or obligations under this Agreement to any third party; or (4) otherwise use the Services or Technology except as explicitly permitted by the Agreement.

Access to the Services. The rights granted under this Agreement entitle Church to establish an account for accessing the Services (“Account”). DCC will provide Church with an initial user identification and password for access to and use of the Services. As applicable, after accessing the Services using the initial user identification and password, Church will be permitted to modify its user identification and password for its Account (the user identification and password, an “Account ID”). Each Account ID is personal in nature. Each Account ID may be used only by Church alone. Church will ensure the security and confidentiality of each Account ID and will notify DCC immediately if any Account ID issued under this Agreement is lost, stolen or otherwise compromised. Church acknowledges that it will be fully responsible for all liabilities and damages incurred through use of each Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID issued under this Agreement will be deemed to have been lawfully completed by Church. In no event will DCC be liable for the foregoing obligations or the failure by Church to fulfill such obligations. Church will be solely responsible, at its own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for Church to connect to, access, and use the Services through any Account established under this Agreement.

Data, Information and Content.

Church Information. Church will be solely responsible for all data, information and other content provided, collected, or obtained through any Account established under this Agreement, whether or not such data or information is specifically requested by DCC (“Church Information”). Church grants to DCC all necessary rights and licenses in and to the Church Information necessary for DCC to provide the Services under this Agreement and for other purposes as set forth in this Agreement.

DCC Content - Access and Use. Church will have the opportunity to access certain Tru Curriculum content, data, information and other content provided through the Services (the “DCC Content”). The DCC Content also includes the text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content available on or offered through the Tru Curriculum Site. All DCC Content is protected by intellectual property rights, including, as applicable and without limitation, copyrights, trademarks, patents, and other proprietary and intellectual property rights (the “Intellectual Property Rights”). Unless otherwise noted on the Site, as between Church and DCC, its partners, affiliates, and licensors (“Affiliates”), all Site Content is owned by DCC and its Affiliates. Church may print a copy of any DCC Content solely for its own internal, church, non-commercial use, subject to the terms and conditions of this Agreement, including the following terms and conditions:

1. Church must use the DCC Content in conformance with all terms and conditions displayed on the Site.
2. Church may use any DCC Content only for instructional and educational purposes as part of programs sponsored by Church, or for such other express purpose as may be expressly indicated on the DCC Content itself.
3. Church may use the DCC Content only in the form provided on or through the Site and may not modify, amend, or combine any DCC Content with other material to form any new Content, unless Church is given permission by DCC to modify the DCC Content pursuant to the terms of Church’s individual subscription agreement.
4. Church must obtain all copies or reproductions of the DCC Content directly from DCC.
5. Church may not use any DCC Content for any commercial purpose or charge a fee or other consideration in exchange for the DCC Content.
6. Church may not utilize the DCC Content to sell, advertise, endorse, or otherwise promote any other service, product, or party.
7. All use of the DCC Content must be accompanied by an acknowledgment that the DCC Content is owned by DCC.
8. Church must otherwise abide by all Intellectual Property Rights, notices, information, or restrictions contained on or in any DCC Content.
9. Church obtains no ownership rights in or to the Site or DCC Content through this Agreement, and no other rights to utilize the DCC Content other than as expressly set forth in this Agreement.

DCC acknowledges and agrees that Church will be permitted to reproduce and distribute DCC Content solely to individuals who participate in your Church educational activities in the ordinary course of your Church business.

Fees And Payment. On or before the Effective Date and, as applicable, again on or before the first day of each renewal term under this Agreement, Church will pay DCC the applicable subscription fees specified through the Services (“Fees”). DCC may change any portion of the Fees by posting the changes to the Site without otherwise notifying Church, such changes to take effect at the beginning of the next renewal term of this Agreement. Church is solely responsible for all Fees incurred through the use of each Account established under this Agreement. Unless otherwise specified, Church will pay for all Fees via credit card. All Fees are payable in U.S. dollars. Church grants DCC the right to charge the credit card provided to DCC for all Fees incurred under this Agreement. Until paid in full, all past due amounts will bear an additional charge of the lesser of one and one-half percent (1½%) per month or the maximum amount permitted under applicable law. All Fees will be exclusive of taxes (including sales tax), duties and the like, which will be paid by Church.

Ownership. DCC retains all right, title and interest, including, without limitation, in and to the Services, Technology, DCC Content, and any additions, improvements, updates, and modifications thereto, including any derivative works. Church acknowledges that it is not receiving any ownership interest in or to any of the foregoing. The DCC name, logo, and the product and service names associated with the Services and DCC Content are trademarks of DCC or third parties, and no right or license is granted to Church to use them separate from Church’s right to access the Services.

Representations, Warranties and Covenants; Disclaimers.

Representations, Warranties and Covenants.

General. Church represents, warrants and covenants to DCC that: (i) Church has all requisite power and authority to execute, deliver and perform its obligations under this Agreement; and (ii) all of Church’s Information and any other data, information or content provided by Church to DCC, whether in Church’s Order, through the Services or otherwise, is and will be current, accurate, truthful and complete (and Church will notify DCC as necessary to maintain Church’s Information as current, accurate, truthful and complete).

Disclaimers. DCC PROVIDES THE SITE, SERVICES AND DCC content “AS IS” AND “AS AVAILABLE” and neither DCC nor any third party provider of DCC will be responsible or liable for any error, delay or interruption in the Site, Services or DCC content. Neither DCC nor any third party provider of DCC guarantees or makes any representation or warranty regarding the timeliness, reliability, accuracy, completeness, correctness or usefulness of any portion of the Site, Services or DCC content to which the Services or DCC Content relate. Except as Expressly set forth elsewhere in this agreement, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DCC SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SITE, SERVICES AND DCC CONTENT, INCLUDING WITHOUT LIMITATION AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CHURCH ACKNOWLEDGES THAT it has RELIED ON NO SUCH WARRANTIES IN ENTERING INTO THIS AGREEMENT.

Defense and Indemnification.

By Church. Church will, at its own expense, indemnify, defend and hold harmless DCC and DCC’s affiliates, officers, directors, shareholders, employees, agents and representatives from and against any loss, liability, cost, judgment, arbitration award, settlement, tax, penalty, action, damage, charge, expense or fee (including attorneys' fees and costs of collection) of any nature, and any claims, allegations or suits therefore incurred or suffered by DCC, arising out of or relating to: (a) any use by Church or any other person or entity of, or reliance by Church or any other person or entity on, the Services or DCC Content or any other any data, information, advice or materials provided by DCC; (b) breach by Church of any representation, warranty or covenant in this Agreement; or (c) use by DCC under this Agreement of Church’s Information or Church’s Confidential Information.

Procedure. The indemnifying party's indemnification obligations under this Section 9 are conditioned upon the indemnified party: (a) giving prompt notice of the claim to the indemnifying party; (b) granting sole control of the defense or settlement of the claim or action to the indemnifying party (except that the indemnified party's prior written approval will be required for any settlement that reasonably can be expected to require a material affirmative obligation of or, result in any ongoing material liability to the indemnified party); and (c) providing reasonable cooperation to the indemnifying party and, at the indemnifying party's request and expense, assistance in the defense or settlement of the claim. In any event, the indemnified party will have the option of participating in the defense at its own expense.

Limitation of Liability. IN NO EVENT WILL dcc OR ANY THIRD PARTY PROVIDER of dcc BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THE USE OF THE SITE, SERVICES OR dcc content, EVEN IF dcc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, or PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. dcc’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT and THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO dcc HEREUNDER in the month preceding any such liability. CHURCH ACKNOWLEDGES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT dcc WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, dcc’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Termination and Suspension.

Early Termination. DCC may terminate this Agreement at any time, provided that DCC refunds to Church any Fees prepaid by Church under this Agreement for Services not yet performed as of the effective date of such termination. Church may terminate this Agreement at any time, provided that Church shall be charged a termination fee that is the equivalent of the fees for 3 months Services. Church acknowledges that this termination fee will be charged to its credit card pursuant to Section 6 of this Agreement.

Non-renewal by Church. If Church has elected a 1-year term paid in monthly installments pursuant to Section 2(a) of this Agreement, Church may terminate this Agreement if Church notifies DCC that Church does not wish to renew the Agreement at least 15 days prior to the end of the initial term or the then current renewal term. Such notification shall be transmitted to DCC by means of the Tru web site located at http://tru.davidccook.com.

Termination for Cause. Either party may terminate this Agreement if the other party breaches any material provision of this Agreement and does not cure such breach (provided that such breach is capable of cure) within 30 days after being provided with written notice thereof.

Suspension. DCC may immediately suspend Church’s access to the Services, with or without notice to Church, upon any actual, threatened or suspected breach of this Agreement or of applicable law.

Effects of Termination or Expiration. Upon any termination or expiration of this Agreement: (a) all rights and licenses granted to Church in this Agreement will immediately cease to exist; (b) DCC may promptly cease performing all Services; (c) all access by Church to the Services (including all DCC Content) will immediately end; (d) with the exception of data and information collected pursuant to Section 5, DCC will discontinue all use of Church Information and destroy all copies thereof in its possession. The provisions of Sections 1, 6, 7, 8, 9, 10, 11 and 12 of this Agreement will survive termination or expiration of the Agreement for any reason.

Data Privacy. DCC’s privacy policy, a copy of which is available at http://tru.davidccook.com/Pages/PrivacyPolicy.aspx (the “Privacy Policy”), is incorporated into and made a part of this Agreement. By entering into this Agreement, Church expressly consent to the use and disclosure of personally identifiable and other data and information as described in the Privacy Policy. Notwithstanding anything in the Privacy Policy, DCC will have the right to collect, extract, compile, synthesize, and analyze non-personally identifiable data or information resulting from Church’s use of the Services. To the extent any such data or information is collected by DCC, the data and information will be solely owned by DCC and may be used by DCC for any lawful business purpose without a duty of accounting to Church, provided that the data and information is used only in an aggregated form, without specifically identifying Church as the source thereof.

General Provisions.

Assignment. Church may not assign or transfer this Agreement, or assign or transfer any of Church’s rights or delegate any of Church’s duties under this Agreement, to any third party without DCC’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. DCC may assign or transfer this Agreement for any reason, including in connection with a merger acquisition or other transfer of DCC. This Agreement will be binding not only upon the parties hereto, but upon their heirs, personal representatives, executors, administrators, successors or assigns; and the parties hereby agree for themselves and their heirs, personal representatives, executors, administrators, successors or assigns to execute any instruments and to perform any acts that may be necessary or proper to carry out the purposes of this Agreement.

Governing Law and Venue. This Agreement will be governed by the laws of the State of Colorado, USA, excluding its conflict of laws principles. The parties hereby irrevocably consent to jurisdiction and venue in the state and federal courts sitting in Denver, Colorado, USA. In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party.

Independent Contractors. The relationship between the parties is that of independent contractors and no agency, partnership, franchise, joint venture or employment relationship is intended or created by this Agreement. Neither party will make any warranties or representations on behalf of the other party.

Notice. Any notice, consent, approval and other communication (“Notice”) provided to DCC by Church under this Agreement must be delivered in writing by e-mail to tru.customercare@davidccook.com or through the Site at http://tru.davidccook.com. DCC may provide Notice to Church under this Agreement by posting of a general notice on the Site or through the Services, by electronic mail to Church’s e-mail address on record with DCC, or by certified or registered mail (postage prepaid and return receipt requested) to Church’s address on record in Church Information. Any Notice sent under this Section 12(d) will be effective upon receipt, the expiration of 48 hours after posting to the Site or through the Services, or 12 hours after sending (if sent by email), whichever occurs earliest.

Modifications. DCC has the right at any time to modify the Services or the Technology used to provide the Services, such modifications effective upon implementation. DCC may also change any of the terms and conditions of this Agreement at anytime. Use of the Services for a period of 15 days following notice of any such modification by DCC will serve as Church’s acceptance of such modification, provided that any modification required by law will be effective immediately.

Waiver and Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

Force Majeure. DCC will be excused from performance under this Agreement for any period and to the extent that it is prevented from performing pursuant hereto, in whole or in part, as a result of delays caused by Church or third parties or an act of God, war, civil disturbance, court order, labor dispute or other causes beyond DCC’s reasonable control, including without limitation failures or fluctuations in electrical equipment. In addition, the services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. DCC is not responsible for any delays, failures, or other damage resulting from such problems. Church acknowledge that website operations may be affected by numerous factors outside of DCC’s control.