Terms and Conditions
This document sets out the terms and conditions on which Faith Digital Limited (11741393) (t/a "Faith.Online") agrees to provide Services to Users via its Platform (each as defined below).

All access to and use of the Platfrom is provided on, and subject to, these Terms and Conditions.
1 DEFINITIONS

1.1 The definitions and rules of interpretation in this clause apply to these Terms and Conditions.

Confidential Information: all confidential or proprietary information (however recorded or preserved) relating to either party or any User that is disclosed or made available whether before or after the date of these Terms and Conditions (in any form or medium), directly or indirectly, by either party including without limitation: (a) any designs, know-how, processes, costs, prices, commissions, terms, conditions, financial arrangements and other information relating to the activities, operations or finances of either party and/or those of any third party; (b) any personal information of any nature whatsoever relating to either party’s Users, potential Users, suppliers, agents, distributors, any other contacts, and directors and employees; and (c) any other information identified as confidential, or which by its nature would reasonably be considered confidential;

Data Protection Law: any and all applicable data protection and/or information security law including, without limitation, the General Data Protection Regulation in the UK and/or EU (GDPR);

Event: any ceremony or religious other service or such event published and/or distributed via the Platform;

Faith.Online Content: data and other materials owned and/or controlled by Faith.Online, and including any Intellectual Property Rights contained therein;

Fees: the fees, for the Services as agreed between Faith.Online and the User and payable in accordance with clause 7;

Force Majeure Event: any cause preventing either party from performing any or all of its obligations which arises from or is attributable to acts or events beyond the reasonable control of the parties including without limitation by reason of an act of God, government act or regulation, fire, flood, explosion, accident, theft, strike, lock-out or trade dispute;

Religious Leader: a paying User who uses the Platform for the purposes of creating and distributing Events and other content;

Intellectual Property Rights: patents, copyright, trademarks, business names and domain names, rights in get-up and trade dress, goodwill, rights in designs, and all other intellectual property rights;

Follower: a User who follows a Religious Leader(s) to watch or listen to an Event and/or receive and respond to other content;

Personal Data: as defined in Article 4(1) of the GDPR including sensitive data as described in the GDPR;

Platform: Faith.Online’s software platform, accessible via https://app.faith.online;

Services: the services provided by Faith.Online via the Platform (or otherwise) and as described at https://app.faith.online and which shall vary depending on the User and may be updated from time to time;

Users: users (including the Religious Leader and Followers) to whom access to the Platform is permitted by Faith.Online; and

User Data: the data inputted or uploaded by the User for the purpose of using the Services or facilitating the User’s use of the Services.

2 THE SERVICES

2.1 In consideration of the Fees (if any) and subject to, these Terms and Conditions, Faith.Online shall provide the relevant Services to the relevant User.

2.2 In relation to provision of the Services, where any materials are to be supplied or procured hereunder by User or a third party, User shall timely deliver (or procure the timely delivery of) such materials to Faith.Online, and Faith.Online shall not have any liability to User where they have failed to provide (or are delayed in providing) accurate and/or complete information necessary for provision of the Services.

2.3 Users shall respond to Faith.Online’s enquiries and manage the receipt of the Services.

2.4 Each User acknowledges and agrees that use of Faith.Online Content in any territory shall be subject to applicable local law, regulation, industry guidelines or other requirements (including without limitation Data Protection Law) and that, unless specifically requested in writing and agreed by the parties, Faith.Online shall provide no legal information, guidance or advice in relation to any such requirements or restrictions.

2.5 Any User requests for changes or alterations to the Services must be provided in writing and shall be subject always to Faith.Online’s approval in writing. Any additional charges for such changed, altered or additional Services supplied shall be agreed in writing at the relevant time.

3 USER DATA

3.1 User shall own all rights, title and interest in and to all of the User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data.

3.2 User grants Faith.Online unlimited, unrestricted and royalty free rights in perpetuity to use the User Data.

4 PARTIES’ OBLIGATIONS

4.1 User undertakes to ensure that the Platform and Faith.Online Content is used solely and strictly in accordance with these Terms and Conditions, as updated from time to time, and User shall take all necessary steps to protect such Faith.Online Content from unauthorised access at all times and to treat all such content as the Confidential Information of Faith.Online.

4.2 User agrees and acknowledges that Faith.Online shall be entitled at any time to:

4.2.1 change the technical specification of the Services where necessary for operational reasons or regulatory requirements;

4.2.2 give User(s) instructions (which User(s) shall comply with) which Faith.Online reasonably considers necessary for maintaining quality or compliance-related reasons; and/or

4.2.3 make alterations to the Services (even if such alterations result in disruption to the Services, though Faith.Online shall use reasonable endeavours to minimise any such disruption and, where practicable, Faith.Online shall provide as much notice as practicable).

4.3 User shall be responsible for the security of passwords provided hereunder and for notifying Faith.Online of any changes to its IP addresses or other methods of authentication and/or authorisation. User agrees, promptly on request, to provide Faith.Online with any and all information about User(s) (and any applicable apparatus) as necessary for Faith.Online to comply with regulatory or legal requirements or good industry practice. User shall be solely responsible for ensuring that all User records are up to date and accurate.

4.4 Each User must be of appropriate age to use the Services and comply with all notified requirements.

5 LIMITATION OF LIABILITY

5.1 Faith.Online's aggregate liability to the User under or in connection with these Terms and Conditions (whether in contract, tort or howsoever arising) shall be limited to the amounts actually received by it from the relevant User during the preceding 12 months.

5.2 Except as expressly provided herein, Faith.Online makes no warranties, conditions, guarantees or representations with respect to the Services including as to merchantability, satisfactory quality, fitness for a particular purpose, non- infringement or other warranties, whether express or implied, in law or in fact, oral or in writing. User hereby acknowledges that it has not relied upon any warranty made by Faith.Online except as specifically set forth hereunder. For the avoidance of doubt, Faith.Online provides no warranty or representation that the Services will meet the requirements of any particular User or that provision thereof will be uninterrupted or error- free.

6 DATA PROTECTION AND INFORMATION SECURITY

6.1 Each party shall comply with all applicable Data Protection Law in relation to all Personal Data supplied or obtained in relation to these Terms and Conditions.

6.2 Each party undertakes to notify the other immediately on becoming aware of a breach of security. If Faith.Online suspects any breach of data-related security, Faith.Online may suspend the provision of the Services or the making available of any Faith.Online Content without giving notice to User. In such circumstances Faith.Online shall have no liability for such interruption.

6.3 Faith.Online shall use commercially reasonable endavours to obtain all necessary consents to ensure data is collected and stored with a high degree of transparency. The parties agree that Faith.Online shall act as “Data Controller” in respect of all Personal Data provided to User and/or Users hereunder and Faith.Online appoints User as a “Data Processor” of all Personal Data. For the avoidance of doubt, Faith.Online shall retain ownership of all Personal Data provided to User hereunder.

6.4 Each party shall assist the other in complying with all applicable requirements of Data Protection Law and in particular, each party shall: (i) notify the other party without undue delay on becoming aware of any breach thereof by the other party; (ii) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of Data Protection Law, including the training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with Data Protection Law; and (iii) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of Data Protection Law, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with Data Protection Law.

6.5 Faith.Online reserves the right at any time to suspend access to the Platform or any part of it (and/or the Services) for purposes of repair, maintenance or support, or if Faith.Online believes or suspects that any of the Faith.Online Content may be at risk.

6.6 User shall implement appropriate security (being technical and organisational) and confidentiality measures to protect all Faith.Online Content against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access of information relating thereto. User shall further observe reasonable security procedures relating to passwords (including treating passwords as confidential information), and use reasonable efforts to assist Faith.Online in identifying and preventing any unauthorised use of Faith.Online Content. For the avoidance of doubt, User shall promptly notify Faith.Online in writing within a reasonable amount of time of the termination of employment of any User who had access to a password and/or access code to receive Faith.Online Content and Faith.Online reserves the right to change any passwords and access codes at any time.

6.7 Each User acknowledges and agrees that it is exclusively responsible for all usage or activity on its User account(s).

6.8 Each User agrees to Faith.Online’s Privacy Policy as updated from time to time.

7 FEES AND PAYMENT

7.1 Fees are, unless otherwise agreed in writing, payable monthly in advance and are subject to change by Faith.Online giving not less than 1 months prior written notice.

7.2 In addition to the Fees, each User shall promptly reimburse Faith.Online for all expenses (including any royalties payable to third party rights holders) reasonably incurred by Faith.Online in relation to the Services.

7.3 User shall pay the Fees using the ‘Stripe Checkout’ via the Platform. Upon receipt of the Fees, Faith.Online shall send an invoice to User confirming the Fees paid.

7.4 All payments shall be made in UK pounds Sterling. All amounts quoted or otherwise stated by Faith.Online are exclusive of Value Added Tax (VAT).

7.5 User further agrees to pay all reasonable collection costs, associated with any unpaid monies due to Faith.Online hereunder including without limitation, court costs, legal fees and costs incurred in litigation or collection of any judgments. If any amount payable hereunder is not received by the due date then (without prejudice to Faith.Online’s other rights and remedies), Faith.Online may suspend the provision of any or all of the Services.

7.6 In all cases, the Fees will be paid by User to Faith.Online in full without any right of set-off or deduction. Fees shall not be refundable.

8 TERM AND TERMINATION

8.1 These Terms and Conditions shall come into force immediately on the User accessing the Platform and shall continue thereafter provided that either party may terminate the agreement by providing not less than 1 months prior notice to the other.

8.2 Either party may terminate these Terms and Conditions with immediate effect by written notice if the other party commits a material breach of any term of these Terms and Conditions.

8.3 Upon termination of these Terms and Conditions, User undertakes to delete or destroy all copies of Faith.Online Content in its possession or control and, upon Faith.Online’ request, certify such deletion or destruction by executing and delivering to Faith.Online a certificate signed by an authorised officer of User.

8.4 All provisions in these Terms and Conditions which are intended to survive termination of these Terms and Conditions shall so survive.

9 INTELLECTUAL PROPERTY RIGHTS

9.1 User agrees and undertakes not to challenge Faith.Online’s ownership or control of its Intellectual Property Rights in or to the Services and Faith.Online Content (or any element thereof) including without limitation any trademarks of Faith.Online or its licensors, and User agrees not to seek to register any trademark or domain name identical or similar to those owned or controlled by User and/or its licensors.

9.2 Nothing herein shall operate to transfer ownership of any of a party’s Intellectual Property Rights to the other party (or to any third party).

9.3 As between User and Faith.Online, all Intellectual Property Rights in and to the Faith.Online Content and the Services belong to Faith.Online. Any recordings belonging to the Religious Leader shall belong to the Religious Leader. For purposes of provision of the Services, any and all materials arising as a direct result of the Services shall belong to Faith.Online.

9.4 The contents of the Services, all advice given by Faith.Online to User, all the methodologies used by Faith.Online and the results of the work carried out by Faith.Online for User are for the use of User only and User shall not divulge the same (or any part) to any third party or use them for any purpose other than for receiving the benefit of the Services in accordance herewith.

9.5 The User shall not, and shall procure that its Users do not, during the course of their use of the Services or the Platform:

9.5.1 access, store, distribute or transmit any software viruses (including worms, trojan horses and other similar things or devices); or

9.5.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the Platform or any software therein; or

9.5.3 access all or any part of the Services to obtain Intellectual Property Rights and/or other knowhow in order to build a product or service which competes, or could compete, with the Services and/or the Platform; or

9.5.4 attempt to obtain, or assist third parties (other than Users) in obtaining, access to the Platform.

10 CONFIDENTIALTY

10.1 Each party undertakes that, save with the prior written consent of the other party, it will not at any time, disclose or communicate to any person, (except, for the purposes of these Terms and Conditions, to its own professional representatives, advisers or as may be required by law or any legal or regulatory authority), any Confidential Information of the other party (or of any member of the group of companies to which the other party belongs) which has come to its knowledge hereunder and each of the parties shall use all its reasonable endeavours to prevent the publication or disclosure of any Confidential Information concerning such matters.

10.2 User shall not make any public statement in relation to the provision of Services by Faith.Online or otherwise regarding these Terms and Conditions without the prior written consent of Faith.Online in each case.

11 SUPPLY OF GOODS

11.1 Where a User purchases any goods (being audio visual or other equipment) from Faith.Online in connection with the services (Goods) the provisions of this clause 11 shall apply. The description and price of the Goods as well as the delivery costs will be as agreed between the User and Faith.Online at the time of purchase and the Goods shall be paid for in advance. Subject to clause 11.6, Faith.Online shall not be obliged to deliver any Goods unless or until it has received payment in full.

11.2 Following a purchase of Goods by any User, and provided that the User an ongoing contract for the Services, Faith.Online shall provide reasonable support and assistance to the User (by telephone or other means of electronic communication) to enable the User to: (i) assemble and set-up the Goods for use in connection with the Services; and (ii) use the Goods to broadcast content in connection with the Services.

11.3 The Goods will be delivered to the address you give when you place your order. Every effort will be made to deliver the Goods as soon as possible after your order has been accepted. However, we will not be liable for any loss or damage suffered by you through reasonable or unavoidable delay in delivery. If delivery cannot be made to your address for reasons under our control, we will inform you as soon as possible. All deliveries will be considered as received in good condition unless you notify us otherwise within 3 days of delivery.

11.4 Faith.Online is a reseller (not manufacturer) of the Goods and has reseller agreements in place for all material Goods (worth £50 or more) it sells including: (i) Mevo (cameras), (ii) Rode (microphones), (iii) Aputure (lights) and (iv) Kent & Faith (tripods) . The User should benefit from any manufacturer warranties given in connection with the Goods (subject to the terms and conditions applicable thereto) and, should there be any defect in any Goods sold by Faith.Online, Faith.Online shall provide reasonable assistance to the User in making a warranty claim.

11.5 The Goods are at the User’s risk from delivery. Title to the Goods shall not pass to the User until we have received payment in full (in cash or cleared funds).

11.6 Save as otherwise stated in this clause 11, payments for Goods shall be made in accordance with clause 7. Faith.Online may (at its discretion and subject to the User’s eligibility) offer Goods on a ‘leased’ or ‘hire-purchase’ basis via a third-party financing company (such as Kennet Equipment Leasing Ltd) (Finance Co). Any such agreement shall be subject to Finance Co’s terms and conditions.

12 GENERAL

12.1 If any provision or part-provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part- provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision hereunder shall not affect the validity and enforceability of the rest of these Terms and Conditions.

12.2 A person who is not a party to these Terms and Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms and Conditions.

12.3 These Terms and Conditions shall be governed by the laws of England and Wales, and the parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle any related dispute.