LICENSE

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (this “Agreement”), dated as of Feb 3, 2023 (the “Effective Date”), is between Campus Crusade for Christ, Inc., a California not for profit corporation (“Cru”), and Licensee.  References to a “Party” shall refer to Cru or Licensee  individually, and to “Parties" shall refer to Cru and Licensee collectively in this Software License Agreement.

WHEREAS, Cru operates with ministry visions for ministry and fulfilling  the Great Commission;
WHEREAS, Cru has developed and made the Licensed Software available for use by ministries who share a like mission and agree with the Cru Statement of Faith;
WHEREAS, Cru no longer desires to host or provide services or support related to the Licensed Software to third-party ministries;
WHEREAS, Licensee, operates as a software company with a focus on providing services and making software available to customers that are  ministries and other non-profit organizations
WHEREAS, Cru desires to make the Licensed Software available through a Licensee for sublicense to and  use solely by Ministry Customers (“Ministry Customers”), with such Ministry Customers being limited to organizations and ministries who are involved with the fulfillment of the Great Commission and have similar missions to Cru;
WHEREAS, a Licensee desires to procure from Cru a license to the Licensed Software to use and make available to third party sublicenses the Software for Permitted Uses by Authorized Users  (“Software”) described herein; and
WHEREAS, Cru wishes to provide and a Licensee desires to license, use, distribute and provide Services related to  such Software in accordance with the terms and conditions set forth in this Agreement and its exhibits.
NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Recitals. The Recitals stated above are true and correct, and are hereby incorporated by reference as though fully set forth herein.
2. Definitions.  Capitalized terms shall have the meanings set forth in this Section, or in the Section in which they first appear in this Agreement.
   2.1. “Access Credentials” means the credentials used to access the licensed code repository, that is, any username, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Software in the repository.
   2.2. “Authorized User” means each of the individuals authorized, including the administrative staff or employee of the Licensee authorized to use the Software using Access Credentials and pursuant to and subject to the License in Section 3.1 and other terms and conditions of this Agreement.
   2.3. “Confidential Information” means any information (a) obtained by one Party (the “Receiving Party”) from the other Party (the “Disclosing Party”) as a result of this Agreement, regardless of form or medium of communication (i.e. written, oral, visual, or electronic), that is marked or identified as proprietary or confidential at the time of disclosure or is of such a nature that would be considered by a reasonable person to be proprietary or confidential or (b) that is generated or developed by Disclosing Party or its Representatives in provision of the Software and Services (in which case Licensee shall be deemed to be the Disclosing Party).  “Confidential Information” shall include, but is not limited to: the terms of this Agreement, internet-based portals, systems architecture, information systems, technology, data, computer programs, codes, processes, methods, prices, costs, finances, budgets, projections, financial statements, analysis, results, trade secrets, patents, copyrights, know-how, inventions, other Intellectual Property Rights, development plans, information about Licensees, suppliers, employees, independent contractors, business methods, marketing and sales information, and any other information that would reasonably be considered non-public, confidential or proprietary, given the nature of the information and the Parties’ businesses.
   2.4. “Controller” shall have the meaning set out under Article 4 (7) of the General Data Protection Regulation (GDPR).
   2.5. “Cru Materials” means the Documentation and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans or reports, that are provided or used by Cru in connection with the Software or otherwise comprise or relate to the Software or Cru Systems.
   2.6. “Cru Personnel” means all employees, agents or independent contractors of Cru or any Subcontractor.
   2.7. “Cru Systems” means the information technology infrastructure used by or on behalf of Cru, including all computers, Software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Cru or through the use of third party services.
   2.8. “Data Protection Law” means the General Data Protection Regulation (EU 2016/679) (“GDPR”) and any legislation which amends, re-enacts, replaces or supplements it and any applicable national legislation that amends, re-enacts, replaces or supplements the GDPR in England as a consequence of the withdrawal of the United Kingdom from the European Union, any data protection laws or regulations of other countries that apply to Cru, as well as any and all United States data protection laws which apply to Cru.
   2.9. “Documentation” means any manuals, instructions or other documents or materials that Cru provides or makes available to Licensee in any form or medium and which describe the Specifications including any aspect of the installation, configuration, integration, operation, use, support or maintenance thereof.
   2.10. “GDPR” means the General Data Protection Regulation (EU 2016/679).
   2.11. “Harmful Code” means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data Processed thereby, or (b) prevent Licensee or any Authorized User from accessing or using the Software as intended by this Agreement.
   2.12. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
   2.13. “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.
   2.14. “Licensee Data” means all information, data, reports, analyses and other content, in any form or medium, that is collected, generated, downloaded or otherwise received, directly or indirectly by Licensee on behalf of Licensee, Authorized Users or Sublicensees, including without limit through use or access to the Software made available by Licensee or Licensee’s Systems.
   2.15. “Licensee Systems” means Licensee’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Licensee or through the use of third party services.
   2.16. “Licensee Versions” shall mean the approved derivative works and versions of the Licensed Software made by Licensee pursuant to the Software License.
   2.17. “Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees.
   2.18. “MPDX Code” means the specific Cru developed code for the MPDX application (API, Mobile, Web).
   2.19. “Permitted Use” means any use of the Software by Licensee or an Authorized User for the Nature and purpose as described in “Exhibit A”.
   2.20. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
   2.21. “Personal Data” means any information, processed in connection with this Agreement, relating to an identified or identifiable natural person (‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
   2.22. “Processor” shall have the meaning set out under Article 4 (8) of the GDPR.
   2.23. “Representatives” means, with respect to a Party, that Party’s employees, officers, consultants, agents and independent contractors.
   2.24. “Licensed Software” means the source codes, object codes, link libraries, utility programs, project files, scripts related to the Software, the MPDX Code and any third party or other software, and all new versions, updates, revisions, improvements and modifications of the foregoing, that Cru provides.
   2.25. “Cru Services” means assistance Cru may provide from time to time to maintain or support the Software.
   2.26. “Software” means the License Software and Licensee Versions.
   2.27. “Specifications” means the functionality, components, features, specifications or requirements of the Software including any such for installation, configuration, integration, operation, use, support or maintenance thereof.
   2.28. “Sublicensees” means Third-party Sublicensees who sublicensed for Sublicensee Use of the Software, including the Licensee Versions and Software for Permitted Uses by Authorized Users.
   2.29. “Sublicensee Use(s)” means the authorized use of the License Software solely for Permitted Uses by Authorized Users of a Sublicensee in accordance with this Software License Agreement.
   2.30. “Third Party Materials” means materials and information, in any form or medium, documents, data, content, software, specifications, products, equipment or components that are not proprietary to Cru or Licensee.
   2.31. “Third-Party Sublicensees” means the Sublicensees sublicensed from a Licensee to use or access Software including the Licensed Software and Licensee Versions for Permitted Uses by Authorized  Users.


3. Software License and Restrictions.
   3.1. Software License and related Licensee Services. Cru desires to have the Licensed Software through Licensee Versions made available to organizations with a similar mission and vision. Cru does not want to maintain and support the Licensed Software with these organizations.  To this end, Cru and Licensee are entering this License to enable Licensee to gain a license with the right to sublicense the Licensee Versions to these organizations and for Licensee to undertake the Licensee Services related to the support, maintenance and hosting of the Licensee Version as provided to these Sublicensees. This License and the related sublicenses and a Licensee Services will facilitate Cru’s goal in assisting other ministries fulfill their Kingdom ministries through use of the Software and its related Intellectual Property with removing Cru from the direct provision or responsibility for such sublicensing and software-related services including support, maintenance and hosting.  Subject to and conditioned on Licensee’s performance in accordance with all other terms and conditions of this Agreement, Cru hereby grants Licensee the following non- exclusive, non transferable license to the following rights in the Software (collectively “Software License”):  (i) a to use the Licensed Software to create Licensee Versions; (ii) to host the Licensee Versions and to make the Licensee Versions available for use and access by Authorized Users of Sublicensees solely for Permitted Uses and provided related Licensee support and maintenance services to Sublicensees; (iii) to sublicense and permit Sublicensees to use and access the Software and Licensee Versions for Permitted Uses, subject to and contingent upon Sublicensees continued agreement with Cru’s Statement of Faith (Exhibit B) and (iv) to use Cru Materials and Third-Party Materials in the training and implementation of the Software provided services with Authorized Users and Sublicensees.
   3.2. Trademark License. Cru also agrees to grant a non exclusive, non transferable license to use Cru’s Trademarks for limited licensed uses under the Trademark License as granted and detailed in the simultaneously executed Non-Exclusive Trademark License Agreement (Exhibit C).
   3.3. Reservation of Rights.  Except as described in the Software License above, nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Software, any incidental Services provided by Cru, Cru Materials or Third Party Materials, whether expressly, by implication, estoppel or otherwise.  All right, title and interest in and to the Software, any incidental Services provided by Cru, the Cru Materials and the Third Party Materials are and will remain with Cru and the respective rights holders in the Third Party Materials.
   3.4. Limitations and Restrictions.  Licensee shall not, and shall not permit any other Person to, access or use the Software or Cru Materials except for the Permitted Uses and as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Licensee shall not, except as this Agreement expressly permits or with express approval from Cru:
      3.4.1. copy, modify or create derivative works or improvements of the Licensed Software or Cru Materials other than approved Licensee Versions;
      3.4.2. rent, lease, lend, sell, assign, distribute, publish, transfer or otherwise make available any Licensed Software  or Software or Cru Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
      3.4.3. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Software or Cru Materials, in whole or in part;
      3.4.4. bypass or breach any security device or protection used by the Software or Cru Materials or access or use the Software or Cru Materials other than by an Authorized User through the use of his or her own then valid Access Credentials;
      3.4.5. input, upload, transmit or otherwise provide to or through the Software or Cru Systems, any information or materials that are unlawful or injurious, or contain, transmit or activate any Harmful Code;
      3.4.6. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Software, Cru Systems or Cru’s provision of services to any third party, in whole or in part;
      3.4.7. remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Software or Cru Materials, including any copy thereof;
      3.4.8. access or use the Software or Cru Materials in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other Cru Licensee), or that violates any applicable Law;
      3.4.9. access or use the Software or Cru Materials for purposes of competitive analysis of the Software or Cru Materials, the development, provision or use of a competing software service or product or any other purpose that is to the Cru’s detriment or disadvantage; or
      3.4.10. otherwise access or use the Software or Cru Materials beyond the scope of the authorization granted under Section 3.1.
   3.5. License shall be responsible for any and all use of the Software, Trademarks and Cru Materials by or on behalf of Licensee and all Sublicensees, including without limit all Permitted and Sublicensee Use,  any act or omission, negligence or wilful acts of the Sublicensees.  Licensee shall insure that Sublicensees agree to be bound by the terms of this Software License Agreement.  Cru shall be considered a third party beneficiary of all sublicenses with Sublicensees with rights to enforce all terms and conditions under this Software License Agreement and all Cru intellectual property rights in the Software, Cru Materials and other Cru Intellectual Property.  Nothing in this Agreement shall confer upon any Sublicensee or a Person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
   3.6. Services.
      3.6.1. Cru Services.  Cru desires for Licensee to be able to use, host and make available for use by Sublicensees the Licensed Software and Software.  Cru may, in Cru’s sole discretion, choose to provide indicential Cru Services to Licensee and its Authorized Users, but Cru is not promising any level of Cru Service related to the Licensed Software or any Licensee Versions. To be clear, Cru is not bound to provide any level of Support, maintenance or other Cru Services to any Authorized users, Licensee or Sublicensees..
      3.6.2. Support, Maintenance and Services for Sublicensees.  Licensee shall be responsible for all support, maintenance and other services related to the Licensed Software and Licensee Versions as such are provided or required to be provided to Sublicensees and all Authorized Users of the Licensee and its Sublicensees.
   3.7. System Control.  Except as otherwise expressly provided in this Agreement, the Parties agree:
      3.7.1. Cru has and will retain sole control (including but not limited to the master administrative rights) over the operation, provision, maintenance and management of the Licensed Software and Cru Materials, including the: (i) Cru Systems; and (ii) the master Code Repositories for the Licensed Software and any upgrades, corrections, repairs or product features.
      3.7.2. Licensee has and will retain sole control over the operation, maintenance and management of, and all access to and use of, the Licensee Systems, and sole responsibility for all access to and use of the Licensed Software, Licensee Versions and other Software and Cru Materials by the Licensee, Sublicensees, Authorized Users or any Person by or through the Licensee Systems or any other means controlled by Licensee, Sublicensee or any Authorized User, including any: (i) information, instructions or materials provided by any of Licensee or Authorized User to Cru; (ii) as limited by the Terms of Use the results obtained from any use of Cru Materials; and (iii) conclusions, decisions or actions based on such use.
   3.8. Suspension or Termination of Services.  Cru may, directly or indirectly, by any lawful means, suspend, terminate or otherwise deny Licensee’s, any Sublicensee’s, any Authorized User’s or any other Person’s access to or use of all or any part of the Licensed Software, Services or Cru Materials, without incurring any resulting obligation or liability, if: (a) Cru receives a judicial or other governmental demand or order, subpoena or law enforcement request that expressly requires Cru to do so; or (b) Cru believes, in its reasonable discretion, that Licensee or any Authorized User has failed to comply with, any term of this Agreement, including but not limited to violations of the Permitted Uses, or accessed or used the Licensed Software or Software or Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement.  This Section 3.8 does not limit any of Cru’s other rights or remedies, whether at law, in equity or under this Agreement.


4. Trademark License for Cru’s Trademarks.
   4.1. Cru also agrees to grant a non exclusive, non transferable license to use Cru’s Trademarks for limited licensed uses under the Trademark License as granted and detailed in the separate and simultaneously executed Non-Exclusive Trademark License Agreement which is attached and incorporated by reference as Exhibit C.
   4.2. Licensee's use of Cru’s Trademarks in naming or branding of the Licensee Versions, as well as use in advertising, promotion and with Licensee’s websites and social media shall be subject and governed by the Non-Exclusive Trademark License Agreement, including the Trademark License of Section 3 and  Trademark Use Requirements of Section 3.2.1 of the Non-Exclusive Trademark License Agreement.
   4.3. Licensee shall retain all trademark notices of Cru’s Trademarks in the Software and Cru Materials unless otherwise directed in writing by Cru. Existing references to Cru organization should be preserved, E.g. mpdx.org dashboard lower bar tab.
   4.4. Cru maintains the discretion to approve or reject any use of the Trademarks in any Licensee Versions will include at least the following:

“MPDX Software used under license from Cru. MPDX is a registered trademark owned by Cru. All rights reserved.”


   4.5. Reservation of Rights.  Cru expressly reserves and retains all rights in the Trademarks not expressly granted to Licensee in the Non-Exclusive Trademark License Agreement.
5. Licensee Obligations.
   5.1. Licensee Systems and Cooperation.  Licensee shall at all times during the Term: (a) set up, maintain and operate in good repair and in accordance with needed specifications all Licensee Systems on or through which the Software is used or accessed; (b) operate in accordance with this Agreement; and (c) house and maintain all Licensee Data in a location of Licensee’s choice.
   5.2. Effect of Licensee Failure or Delay.  Cru is not responsible or liable for any delay or failure of performance to the extent caused by Licensee’s delay in performing, or failure to perform, any of its obligations under this Agreement or to provide any Services or access to software to any Authorized Users or Sublicensees.
   5.3. Data Privacy and Security. Licensee must maintain appropriate data privacy and security (including but not limited to a privacy policy and terms of use) that will govern Licensee Data and use or access of the Software by Licensee’s or Sublicensee’s Authorized Users or by anyone else acting on Licensee's behalf.
   5.4. Third Party Integrations.  Licensee acknowledges and accepts that the Licensed Software offers the ability to link with third party offerings. Some third party services will be required in order to use or host the software. Cru does not control such sites. Any such linking or syncing is entirely at the Licensees own risk and Cru hereby disclaims all liability howsoever arising in relation to Licensees such accounts.
   5.5. Licensing of Third-Party Sublicensees. The Licensee shall require all Sublicensees to enter a written SaaS Use and Access agreement, and End User Agreements, governing use of the Software and related Intellectual Property that is in accordance with terms and conditions and rights and obligations as this Agreement, and is at a minimum, at least as protective of Cru and its rights in the Licensed Software and related Intellectual Property and Cru Trademarks as this Agreement and the Trademark License Agreement. Cru shall have the right to review and provide required clauses in the SaaS Use and Access Agreement and End User Agreements which protect Cru’s rights in the Licensed Software, Cru’s trademarks and intellectual property and other Cru rights in accordance with this Software License Agreement.
   5.6. Security.
      5.6.1. Cru Security Obligations.  Cru will not be responsible for security measures for the Software that is not on Cru Systems.
      5.6.2. Licensee Control and Responsibility. Licensee has and will retain sole responsibility for: (a) all Licensee Data, including its content and use; (b) all information, instructions and materials provided by or on behalf of Licensee, SubLicensees or Authorized Users in connection with the Software; (c) Licensee Systems; and (d) all access to and use of the Software and Cru Materials directly or indirectly by or through the Licensee Systems or Licensee’s, Sublicensee’s or  Authorized Users’ Access Credentials, with or without Licensee’s knowledge or consent, including all results obtained from, and all conclusions, decisions and actions based on, such access or use.
      5.6.3. Access and Security.  Licensee shall maintain all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Software and Access Credentials and protect against any unauthorized access to or use of the Software; and (b) control the content and use of Licensee Data, including the uploading or other provision of Licensee Data for processing by the Software.
   5.7. Data.  CRU HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION OR RECOVERY OF LICENSEE DATA, PERSONAL DATA OR ANY OTHER DATA OF ANY SUBLICENSEE OR AUTHORIZED USER.
   5.8. Data Breach. Licensee  will have full responsibility for a breach or loss of Licensee Data, PERSONAL DATA OR ANY OTHER DATA OF ANY SUBLICENSEE OR AUTHORIZED USER. including any costs and obligations associated with the breach of the Software including the Licensed Software or any Licensee Versions.
6. Royalty Fee and Payment.  In consideration for the license of the Licensed Software and the Licensee Services making available the Licensed Software through the Licensee Versions to the third party Sublicensee to further Cru’s kingdom mission and objectives, the Parties have agree to the following Royalty payment structure for use of the Licensed Software under this Agreement.
   6.1. Annual Royalty Fee. Licensee shall pay an annual royalty fee for the license and use of the Software and copyright embodied in and covering the Software (“Annual Royalty Fee”).  The initial Annual Royalty Fee shall be in the amount of Five Hundred Dollars ($500)(USD).  The Parties agree that this Annual Royalty Fee may be adjusted by mutual agreement for later years to address ongoing costs that Cru may encounter in maintaining its obligations as Licensor.
   6.2. Royalty Fee.  License shall also pay an ongoing royalty in the amount of five (5%) percent of the Gross Revenue (“Sublicensing Royalty Fee”).
      6.2.1. “Gross Revenue” shall mean the gross sums and revenues received by Licensee for licensing, sublicensing or subscription access to the Software which is based on or derived from Licensed Software.
   6.3. Payment of Royalty Fee.
      6.3.1.   The Annual Royalty Fee shall be due and payable upon the Effective Date and each anniversary of the Effective Date of this Agreement.
      6.3.2. Payment of the Sublicensing Royalty Fee will be made on a bi-annual basis within thirty (30) days of the anniversary and mid-year anniversary date of this Agreement.
      6.3.3. Royalty Statement.  Licensee shall provide an accompanying statement showing the Annual License Fee and the Sublicensing Royalty Fee including the base calculation of the Sublicensing Royalty Fee.
      6.3.4. Royalty Fee payments are to be made in the form of ACH, electronic bank,  bank transfer or other method agreed by the parties to:

Campus Crusade for Christ
Contracts and Royalty Payments
100 Lake Hart Drive
Orlando, Florida  32832


7. Intellectual Property Rights.
   7.1. Services and Cru Materials.  All right, title and interest in and to the Software, any incidental Services and Cru Materials, including all Intellectual Property Rights therein, are and will remain with Cru and the respective rights holders in the Third Party Materials.  Licensee has no right, license or authorization with respect to any of the Software, any incidental Services or Cru Materials (including Third Party Materials), except as expressly set forth in writing or the applicable third party license.  All other rights in and to the Software, any incidental Services and Cru Materials (including Third Party Materials) are expressly reserved by Cru and the respective third party licensors.
8. Data Protection.
   8.1. The Parties agree that Licensee will be a Controller of Licensee’s Data, personal data or any other data of any sublicensee or authorized user and Cru will have no access to such data.
   8.2. In the event there is a need for Cru to access Licensee’s Data personal data or any other data of any sublicensee or authorized user, Cru shall comply with the requirements of the Data Protection Laws as a Processor only and in respect of the activities which are the subject to the Agreement.
   8.3. Licensee shall comply with the requirements of the Data Protection Laws and if Licensee is not established in the European Union, nominate a representative (if applicable) based in the European Union as required by the Data Protection Laws.
   8.4. The Licensee shall not, by any act or omission do anything to put Cru in breach of Data Protection Laws.
   8.5. Licensee warrants and undertakes to put in place appropriate fair processing notices that comply with the Data Protection Laws, in relation to the collection, use, transmission and synching of Data with the Services. The Licensee shall provide a live hyperlink to its fair processing notices, data protection policies and terms of use on its front facing use of the Software. Cru hereby disclaims all liability howsoever arising in relation to Licensee’s actual or suspected infringement of this clause 9.5.
9. Confidentiality.
   9.1. Confidential Information.  In connection with this Agreement each Party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (as the “Receiving Party”). Confidential Information shall have the meaning as identified in Section 2.5.  The Software, Services, and all Cru Materials are Confidential Information. The terms and existence of this Agreement are the Confidential Information of each of the Parties. All information and materials provided by Licensee are Confidential Information.
   9.2. Exclusions.  Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
   9.3. Protection of Confidential Information.  As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
      9.3.1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
      9.3.2. except as may be permitted by and subject to its compliance with Section 10.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under this Section 10.3.2; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 10.3.2;
      9.3.3. safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its own information and in no event less than a reasonable degree of care; and
      9.3.4. ensure its Representatives’ compliance with, and be responsible and liable for any of its Representatives’ non-compliance with, the terms of this Section 10.
   9.4. Compelled Disclosures.  If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 10.3; and (b) provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure.  If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 10.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
10. Term and Termination.
   10.1. Term. The Term of this Agreement shall be for a period of two (2) years. This Agreement may be renewed with a new agreement executed by the Parties.
   10.2. Termination for Convenience. Either party may terminate this Agreement, or any License or sublicense to Sublicensees under this Agreement, for convenience with  sixty (60) days written notice to the other Party. In the event of termination for convenience by Cru, Licensee shall immediately terminate all sublicenses to Sublicensees, and Licensee, shall no longer have access to the Code Repository, but Licensee and all Authorized Users may continue to use the Licensed Software and and Licensee Versions for the remainder of the two (2) year term in accordance with the Terms of Use, but Cru will no longer offer any support, and Cru may choose to have Licensee remove Cru branding from the Software. However, even in the event of termination for convenience by Cru, Cru may later terminate the ability of the Licensee to use the Code Repository if there material breach, such as a violation of the Permitted Uses.
   10.3. Termination on Other Grounds.  A Party may terminate this Agreement for material breach by the other Party, if the breaching Party fails to cure such breach within thirty (30) days of written notice from the non-breaching Party specifying the breach. Violation of the Permitted Uses shall constitute a material breach.  In addition, either Party may terminate this Agreement, effective immediately, if the other Party files or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
   10.4. Effect of Expiration or Termination.  Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
      10.4.1. all rights, licenses, consents and authorizations granted by either Party to the other will immediately terminate, including all rights of Licensee and any Sublicensees under the Software License or to otherwise use any Cru Materials or Cru Intellectual Property;
      10.4.2. Licensee and all Sublicensees shall immediately cease all use of the Software, or Cru Materials and promptly return to Cru, or at Cru’s written request destroy, all documents and tangible materials containing, reflecting, incorporating or based on any Cru Materials or Cru’s Confidential Information; and
      10.4.3. Cru may disable all Licensee, Sublicensees and Authorized User access to Cru Materials and the Software; and
      10.4.4. The Trademark License Agreement and all rights to use the Cru Trademarks shall immediately terminate upon the termination of this Agreement.
   10.5. Surviving Terms.  The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: including without limitation Section 5.3, Section 6, Section 8, Section 9, Section 10,  Section 12, Section 13, and Section 14.


11. Representations and Warranties.
   11.1. Mutual Representations and Warranties.  Each Party represents and warrants to the other Party that
      11.1.1. it is duly organized, validly existing and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization;
      11.1.2. it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement;
      11.1.3. the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such Party; and
      11.1.4. when executed and delivered by both Parties, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms.
   11.2. Additional Licensee Representations, Warranties and Covenants.  Licensee represents, warrants and covenants to Cru that Licensee has the ability to set up, run and maintain the Software, and that Licensee, nor its Affiliates or Sublicensees, will not look to Cru to assist in the basic performance of the Licensed Software or Software. Licensee represents and warrants that it has insurance sufficient to cover a data breach or loss of Licensee Data. Licensee represents and warrants that it is responsible for any negligence, gross negligence, act or omission done by Licensee’s subcontractor, agent, or similarly positioned affiliate. Licensee also warrants that it will be in compliance with all Laws, including, but not limited to, all data compliance laws and regulations.
   11.3. DISCLAIMER OF WARRANTIES.  EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 12.1 AND SECTION 12.2, AND TO THE EXTENT ALLOWED UNDER LAW, ALL SOFTWARE, SERVICES AND CRU MATERIALS ARE PROVIDED “AS IS” AND CRU HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND CRU SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.  WITHOUT LIMITING THE FOREGOING, CRU MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, SERVICES, CRU MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.  ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN LICENSEE AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.


12. Indemnification.
   12.1. Cru Indemnification.  Cru shall indemnify, defend and hold harmless Licensee and Licensee’s officers, directors, employees, agents, successors and permitted assigns (each, a “Licensee Indemnitee”) from and against any and all Losses incurred by such Licensee Indemnitee arising out of or relating to any claim, allegation, suit, action or proceeding (each, an “Action”) by a third party alleging that Cru knowingly infringed a valid U.S. copyright in providing the Licensed Software for use in the Permitted Uses.  The foregoing obligation does not apply to any Action or Losses arising out of or relating to any of the following:
      12.1.1. access to or use of the Licensed Software, Services or Cru Materials in combination with any hardware, system, software, network or other materials or service not provided or authorized in writing by Cru;
      12.1.2. modifications of the Licensed Software, Services or Cru Materials other than, including the Licensee Versions: (i) by or on behalf of Cru; or (ii) with Cru’s written approval in accordance with Cru’s written specification;
      12.1.3. Use, licensing, distribution of the Licensee Version of the Licensed Software or Licensee Services to the extent any such Losses or Claims are based on changes to the Licensed Software in the Licensee made by or on behalf of the Licensee or any related Services;
      12.1.4. failure to timely implement any modifications, upgrades, replacements or enhancements made available to Licensee by or on behalf of Cru; or
      12.1.5. act, omission or other matter described in Section 12.2, whether or not the same results in any Action against or Losses by Cru Indemnitee.
   12.2. Licensee Indemnification. Licensee shall indemnify, defend and hold harmless Cru and its officers, directors, employees, agents, successors and permitted assigns (each, a “Cru Indemnitee”) from and against any and all Losses incurred by such Cru Indemnitee in connection with any Action by a third party to the extent that such Losses arise out of or relate to any:
      12.2.1. Use, licensing, distribution or sale of the Licensee Version or Licensed Software or the Licensee Services except where Losses are due solely on a copyright infringement claim based solely on the authorized and unaltered use of the Licensed Software and not any Licensee Versions or other Licensee actions or omissions;
      12.2.2. act, omission or other matter relating to Licensee Data or Personal Data or as described in Section 8, whether or not the same results in any Action against or Losses by any Cru Indemnitee;
      12.2.3. any other materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Licensee or any Authorized User, including Cru’s compliance with any specifications or directions provided by or on behalf of Licensee or any Authorized User to the extent prepared without any contribution by Cru;
      12.2.4. Licensee’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or
      12.2.5. negligence or more culpable act or omission by Licensee, any Authorized User, or any third party on behalf of Licensee or any Authorized User, in connection with this Agreement.
   12.3. Indemnification Procedure.
      12.3.1. Each Party shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to be indemnified pursuant to Section 13.1 or Section 13.2, as the case may be.  The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense.  The Indemnitor shall immediately take control of the defense and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense.  The Indemnitee’s failure to perform any obligations under this Section 12.3 will not relieve the Indemnitor of its obligations under this Section 12, except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure.  The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.
      12.3.2. For any indemnity obligations of Cru under Section 12.1 arising from qualifying Actions for copyright infringement made against the Licensee for use, licensing, or of the Licensed Software, Cru shall have the right, in Cru’s sole discretion, to control the defense of such action including choosing counsel. Licensee agrees to cooperate with Cru in any such action.  All out-of-pocket expenses, including reasonable attorneys’ fees, expert witness fees, and court costs, related to Cru’s participation in such infringement action shall be borne solely by Cru.
      12.3.3. Notwithstanding the indemnity obligation, prior to entering into any settlement or commencing or engaging in any litigation or suit that involves any Licensed Software, Licensee shall obtain Cru’s approval to enter into such settlement or commence or engage in such litigation.  Cru shall cooperate with Licensee or join in any such action at Licensee’s reasonable request and expense.  All out-of-pocket expenses, including reasonable attorneys’ fees, expert witness fees, and court costs, related to Cru’s participation in such infringement action at the request of Licensee, shall be borne solely by Licensee.  The parties hereby agree to cooperate with each other in the conduct or defense of any legal action related to the Licensed Software, and in the negotiations in respect of any legal action relating to any of the Licensed Software and related Intellectual Property Rights, and each will provide to the other all relevant data, information and material in its possession which may be helpful in such action or negotiation, at the cost and expense of the party requesting such data, information and material. Licensee shall have no right to obligate Cru in any way or cause anything to have a negative impact on Cru or be a disadvantage to Cru in any such litigation.
   12.4. Mitigation.  If any of the Licensed Software, or Cru Materials are the subject of,  or, are deemed to have misappropriated or otherwise violated any third party Intellectual Property Right, or if Licensee’s or any Authorized User’s use of the Services or Cru Materials is enjoined or threatened to be enjoined, Cru may, at its option and sole cost and expense:
      12.4.1. obtain the right for Licensee to continue to use the Licensed Software, Services and Cru Materials materially as contemplated by this Agreement;
      12.4.2. modify or replace the Licensed Software, Services and Cru Materials, in whole or in part, to seek to make the Licensed Software, Services and Cru Materials (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Cru Materials, as applicable, under this Agreement; or
      12.4.3. by written notice to Licensee, terminate this Agreement and require Licensee to immediately cease any use of the Services and Cru Materials.


THIS SECTION 12 SETS FORTH LICENSEE’S SOLE REMEDIES AND CRU’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE LICENSED SOFTWARE AND ANY CRU SERVICES AND CRU MATERIALS) INFRINGES, MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.
13. Limitations of Liability.
   13.1. EXCLUSION OF DAMAGES.  SAVE AS PROVIDED IN SECTION 14.1, AND TO THE EXTENT ALLOWED BY LAW, IN NO EVENT WILL CRU OR ANY OF ITS LICENSORS, SERVICERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, OR (d) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
   13.2. CAP ON MONETARY LIABILITY.  IN NO EVENT WILL THE AGGREGATE LIABILITY OF CRU UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED ONE HUNDRED DOLLARS (USD) ($100).  THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.


14. Infringement
   14.1. Notice.  If, during the Term of this Agreement, Licensee becomes aware of:  (i) any alleged sale, offer for sale, importation, reproduction, advertisement, performance, licensing, lease, distribution of any software, product, service, method, copyrighted work, or other use or activity by a third party of software, a product, service, method, trade name, trademark, domain name, service mark, copyright registration, copyrighted work or material, mode of advertising or other item of software or services that might reasonably amount to a violation or infringement of Cru’s rights to the Licensed Software, including without limitation any infringement, misappropriation, unfair competition, or violation of any other rights related to the Licensed Software; or (ii) any claim or allegation by a third party that any of the Licensed Software is unenforceable, or is open to any proceeding for opposition, cancellation, declaratory judgment or other form of attack, or any action or proceeding relating thereto, Licensee shall immediately, and no later than thirty (30) days after becoming aware of such use or violation, notify Cru of such infringement or potential infringement, and provide Cru with all available relevant information.
   14.2. Enforcement.  Cru shall have the initial right, in Cru’s sole discretion, to determine whether, and in what manner, to assert and bring claims to protect, preserve or defend the Licensed Software against actual or suspected infringement, attack or challenge.  If Cru decides to assert its rights or bring any claim, Licensee agrees, as may be reasonably requested by Cru, to cooperate with Cruin any such action, including, without limitation, by joining the action as a party if necessary to maintain standing or otherwise bring suit.  All out-of-pocket expenses, including reasonable attorneys’ fees, expert witness fees, and court costs, related to Licensee’s participation in such infringement action at the request of Cru, shall be borne solely by Cru.  Any award, or portion of any award, recovered by Cruin any such action or proceeding commenced by Cru shall belong solely to Cru after recovery by both parties of their respective actual out-of-pocket costs.  To the extent that Licensee shares any costs as a result of such assistance, Licensee shall share in any recovery, pro-rata in proportion to any costs actually incurred by Licensee.  If Cru determines not to take any such action with respect to the Licensed Software, it shall so notify Licensee, who, upon receiving the consent of Cru, may take such protective action in its own name and at its own expense; provided that Licensee shall keep Cru informed of the status of Licensee’s activities regarding such action and any settlement or other resolution thereof.  Prior to entering into any settlement or commencing or engaging in any litigation or suit with respect to any Licensed Software, Licensee shall obtain Cru’s approval to enter into such settlement or commence or engage in such litigation.  Cru shall cooperate with Licensee or join in any such action at Licensee’s reasonable request and expense.  All out-of-pocket expenses, including reasonable attorneys’ fees, expert witness fees, and court costs, related to Cru’s participation in such infringement action at the request of Licensee, shall be borne solely by Licensee.  Any award, or portion of any award, recovered by Licensee in any such action or proceeding commenced by Licensee shall belong solely to Licensee, after recovery by both parties of their respective actual out-of-pocket costs.  To the extent that Cru shares any costs as a result of such assistance, LICENSOR shall share in any recovery, pro-rata in proportion to any costs actually incurred by Licensee.   The parties hereby agree to cooperate with each other in the conduct or defense of any legal action, and in the negotiations in respect of any legal action relating to any of the Licensed Software and related Intellectual Property Rights, and each will provide to the other all relevant data, information and material in its possession which may be helpful in such action or negotiation, at the cost and expense of the party requesting such data, information and material.
   14.3. Licensee shall have no right to obligate Cru in any way or cause anything to have a negative impact on Cru or be a disadvantage to Cru by virtue of the entitlement conveyed above.  In the event Licensee fails to act in accordance with this section, the License herein granted to Licensee shall forthwith become voidable and Cru shall have the right to sue for infringement at Cru’s own expense and to collect for its own use all damages, profits, and awards of whatever nature recoverable for such infringement.


15. Miscellaneous.
   15.1. Notices.  Notices pursuant to this Agreement will be sent to the addresses below, or to such others as either Party may provide in writing.  Such notices will be deemed received at such addresses upon the earlier of (i) actual receipt or (ii) delivery in person, or by certified mail, return receipt requested.

If to Cru:
Campus Crusade for Christ, Inc.
Attn: Joshua Starcher
100 Lake Hart Drive
Orlando, FL 32832


With a copy to:
Attn General Counsel,
The General Counsel’s Office
MC 3500
100 Lake Hart Drive
Orlando, FL 32832

   15.2. Independent Contractors.  The Parties are independent contractors and will so represent themselves in all regards.  Neither Party is the agent of the other, and neither may bind the other in any way.
   15.3. No Waiver.  Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than in an explicit written waiver.  No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.
   15.4. Force Majeure.  Neither Party will be liable to the other Party for any failure or delay in the performance of its obligations under this Agreement due to any cause not reasonably within its control, including without limitation, an act of God, epidemic, war, riot, terrorist act, natural disaster, fire, governmental action, regulation, restriction or demand, national or regional emergency, epidemic, pandemic,  failure of utilities or telecommunications systems or the inability to obtain materials (each, a “Force Majeure Event”).  Any failure or delay caused by a Force Majeure Event will not give the other Party the right to terminate this Agreement or to recover damages for such failure or delay.
   15.5. Assignment & Successors.  Neither Party may assign this Agreement or any of its rights or obligations hereunder without the other’s express written consent, except that Cru may subcontract its obligations hereunder without obtaining Licensee’s consent, and either Party may assign this Agreement to an affiliate or in conjunction with a merger, reorganization, consolidation, sale of all or substantially all of the assets or change of control, upon notice to the other Party but without obtaining any such consent.  Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the respective successors and assigns of the Parties.
   15.6. Choice of Law & Jurisdiction.  This Agreement will be governed solely by the internal laws of the State of Florida, without reference to such State’s principles of conflicts of law.  The Parties consent to the personal and exclusive jurisdiction of the courts of Orange County, Florida.
   15.7. Severability.  In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
   15.8. Equitable Relief.  Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Paragraph 10 or, in the case of Licensee, violation of the Software License, Section 3.3 or any Intellectual Property rights of Cru, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to prove actual damages or that monetary damages are not an adequate remedy.  Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
   15.9. Execution in Counterparts.  This Agreement may be executed in one or more counterparts.  Each counterpart will be an original, but all such counterparts will constitute a single instrument.
   15.10. Construction.  The Parties agree that the terms of this Agreement result from negotiations between them.  This Agreement will not be construed in favor of or against either Party by reason of authorship.
   15.11. Entire Agreement.  This Agreement, including all Schedules and Exhibits attached hereto and incorporated herein, sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof.  Neither Party has relied upon any such prior or contemporaneous communications.
   15.12. Amendment.  This Agreement may not be modified except in a written contract signed by both Parties.
   15.13. Dispute Resolution.  In the event that a dispute arises between the Parties with respect to this Agreement, a designated representative of each Party will personally meet and/or discuss the dispute and they will both attempt to settle such dispute through consultation and negotiation in good faith.  If the dispute still exists, a designated representative of each Party will meet together with their respective legal counsel to seek to resolve the dispute in good faith.  If, after good faith negotiations, the Parties must engage in mediation and/or non-binding arbitration prior to the Parties seeking remedies available at law or equity.
________________


Software License Agreement
Exhibit A—Permitted Use


In accordance with the Agreement, Licensee agrees to operate within the Permitted Uses as listed below. Failure to comply with these Permitted Uses will constitute a material breach of the Agreement.


1. All use by all Sublicensees is limited to non-profit use to further the user’s mission.
2. Licensee and all Sublicensees must agree with our Statement of Faith (Exhibit C). If at any time you or your Sublicensees are unable to agree with it, you must let us know and cease using the Software.
3. Licensee and all Sublicensees may only use Cru approved products/plugins.
4. Licensee agrees to implement any and all updates (except for critical updates as described below) for releases within one year of release by Cru.
5. Licensee agrees to implement bug fixes within a reasonable amount of time, but in no event longer than one year after release by Cru.
6. Licensee agrees to implement critical updates (as determined by Cru) within thirty (30) days of release by Cru.
7. Licensee is free to provide the hosting and deployment model infrastructure of its choosing, according to its own internal technical and business process requirements.
8. Licensee Added Services
   a. Subject to the terms of this Exhibit, Licensee may build out additional product services in accordance with Cru’s overall missional objectives as outlined in the licensing agreement.
   b. Licensee may include those services within their own hosted solution (subject to approval - see below).
   c. Licensee may request the services they have built be incorporated into the Cru core Product baseline (subject to written approval by Cru - see below).
   d. Cru reserves the right to approve/deny addition of services.
      i. Approval/denial rights include both those services which the Licensee develops and adds only to their own organization’s product base as well as those the Licensee may develop and then request to be added to the Cru core product base. All approvals and/or denials by Cru shall be in writing.
   e. Licensee shall follow these general business/technical processes when hosting as well as, where applicable, when considering adding services:
      i. Licensee is free to build and deploy their hosted release directly from the github ‘master’ branches.
      ii. Alternatively, Licensee may instead choose to ‘fork’ the ‘master’ branch(es) and build from that.
         1. Licensee may include additional services/product features in their own ‘forked’ branch, subject to approval as per license agreement.
         2. Licensee may request that these additional services be added back into Cru’s ‘master’ branch (i.e. by way of github Pull Request), subject to Cru approval, as per license agreement.
9. Licensee Product Recommendations
   a. Licensee may recommend/request product features that Cru builds into their MPDX product. Adoption of these recommendations would be subject to the sole discretion of Cru.


________________


Software License Agreement
Exhibit B - Statement of Faith


The sole basis of our beliefs is the Bible, God’s infallible written Word, the 66 books of the Old and New Testaments. We believe that it was uniquely, verbally and fully inspired by the Holy Spirit, and that it was written without error (inerrant) in the original manuscripts. It is the supreme and final authority in all matters on which it speaks.
We accept those areas of doctrinal teaching on which historically there has been general agreement among all true Christians. Because of the specialized calling of our movement, we desire to allow for freedom of conviction on other doctrinal matters, provided that any interpretation is based upon the Bible alone, and that no such interpretation shall become an issue which hinders the ministry to which God has called us.
1. There is one true God, eternally existing in three persons – Father, Son and Holy Spirit – each of whom possesses equally all the attributes of Deity and the characteristics of personality.
2. Jesus Christ is God, the living Word, who became flesh through His miraculous conception by the Holy Spirit and His virgin birth. Hence, He is the perfect Deity and true humanity united in one person forever.
3. He lived a sinless life and voluntarily atoned for the sins of men by dying on the cross as their substitute, thus satisfying divine justice and accomplishing salvation for all who trust in Him alone.
4. He rose from the dead in the same body, though glorified, in which He lived and died.
5. He ascended bodily into heaven and sat down at the right hand of God the Father, where He, the only mediator between God and man, continually makes intercession for His own.
6. Man was originally created in the image of God. He sinned by disobeying God; thus, he was alienated from his Creator. That historic fall brought all mankind under divine condemnation.
7. Man’s nature is corrupted, and he is thus totally unable to please God. Every man is in need of regeneration and renewal by the Holy Spirit.
8. The salvation of man is wholly a work of God’s free grace and is not the work, in whole or in part, of human works or goodness or religious ceremony. God imputes His righteousness to those who put their faith in Christ alone for their salvation, and thereby justifies them in His sight.
9. It is the privilege of all who are born again of the Spirit to be assured of their salvation from the very moment in which they trust Christ as their Savior. This assurance is not based upon any kind of human merit, but is produced by the witness of the Holy Spirit, who confirms in the believer the testimony of God in His written Word.
10. The Holy Spirit has come into the world to reveal and glorify Christ and to apply the saving work of Christ to men. He convicts and draws sinners to Christ, imparts new life to them, continually indwells them from the moment of spiritual birth and seals them until the day of redemption. His fullness, power and control are appropriated in the believer’s life by faith.
11. Every believer is called to live so in the power of the indwelling Spirit that he will not fulfill the lust of the flesh but will bear fruit to the glory of God.
12. Jesus Christ is the Head of the Church, His Body, which is composed of all men, living and dead, who have been joined to Him through saving faith.
13. God admonishes His people to assemble together regularly for worship, for participation in ordinances, for edification throughout the Scriptures and for mutual encouragement.
14. At physical death the believer enters immediately into eternal, conscious fellowship with the Lord and awaits the resurrection of his body to everlasting glory and blessing.
15. At physical death the unbeliever enters immediately into eternal, conscious separation from the Lord and awaits the resurrection of his body to everlasting judgment and condemnation.
16. Jesus Christ will come again to the earth–personally, visibly and bodily–to consummate history and the eternal plan of God.
17. The Lord Jesus Christ commanded all believers to proclaim the gospel throughout the world and to disciple men of every nation. The fulfillment of that Great Commission requires that all worldly and personal ambitions be subordinated to a total commitment to “Him who loved us and gave Himself for us.”