MercySeat Feedback Program Agreement
This MercySeat Feedback Program Agreement (the “FPA”) is entered into by and between MERCYSEAT, LLC, a Texas Limited Liability Company (“MercySeat”) and the Participant Church/ Ministry (the “Participant”) signing up to participate in the MercySeat Feedback Program (the “MFP”).
Participant desires to participate in the MFP and is hereby requesting that MercySeat permit it to participate in the MFP.
In consideration of MercySeat permitting Participant to participate in the MFP, during the duration of the MFP (the duration being a 6-week period of time commencing on or before the fifth Monday after the effectiveness of this FPA, Participant hereby agrees to do the following:
1., Participant shall cause members of Participant’s staff that are selected by MercySeat to be made available for and to participate in at least one 30-45 minute video conference call with representatives of MercySeat during each of the 6-weeks of the MFP.
2. Participant and its staff shall truthfully and thoroughly respond to all requests made by MercySeat or representatives of MercySeat for verbal and/ or written feedback during the duration of the MFP.
3. The information provided by Participant and/ or its staff to MercySeat and/ or to the representatives of MercySeat, and the record of such (whether verbal, written or otherwise), shall be the sole property of MercySeat and MercySeat shall have all legal rights related to ownership of such, including but not limited to the unlimited right to utilize such information in MercySeat’s business and marketing efforts.
4. Participant hereby grants to MercySeat the right to publicly and privately utilize Participant’s name and logo, images of Participant’s buildings, services, staff and congregants, and feedback obtained from Participant, members of Participant’s staff and congregants (whether verbal, written or otherwise) in MercySeat’s business and marketing efforts, and in such business and marketing efforts MercySeat may attribute such feedback to Participant, it’s staff and/ or it’s congregants, and may identify Participant as having participated in the MercySeat Feedback Program.
5. MercySeat shall have the right to terminate this FPA and/ or Participant’s participation in the MFP at any time it so chooses in its sole discretion, and under circumstances in which this FPA is terminated, the provisions of Sections 3, 4, 7, 9, 12, and 13 of this FPA shall survive such termination indefinitely.
6. Participation in the MFP does not guarantee Participant’s admittance into the MercySeat Closed Beta Program or acceptance onto the MercySeat Platform.
7. During the MFP and for a one year period following Participant’s participation in the MFP, Participant agrees that Participant and all members of Participant’s staff (whether current, former, or future members of Participant’s staff) shall refrain from doing the following: (i) Making any remarks to any party whatsoever that are in any way negative or disparaging toward MercySeat, (ii) Providing to any party whatsoever any writings that are in any way negative or disparaging toward MercySeat, and (iii) Posting or commenting on any social media platform whatsoever anything that is in any way negative or disparaging toward MercySeat, and Participant agrees to take all actions necessary to cause such staff to refrain from committing such acts.
8. Participant’s representative who is effectuating the submission of the Sign Up Form on behalf of Participant represents and warrants that he/she has full power and authority to cause Participant to enter into this FPA and to cause Participant to be bound with regard to this FPA, and that Participant is, in accordance with all applicable laws and governing documents of Participant, able to enter into this FPA.
9. This FPA and Participant’s participation in the MFP shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. In the event of a dispute related to either, Participant agrees to attempt, in good faith, to resolve the dispute. Any and all disputes not settled after thirty (30) days shall be subject to binding, confidential arbitration conducted by JAMS in Austin, Texas. The arbitration shall be initiated and conducted pursuant to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures (“Arbitration Rules”) including the Optional Appeals Procedure. The arbitration shall be conducted before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator shall follow Texas law and the Federal Rules of Evidence in adjudicating the dispute. The arbitrator also has the authority to grant provisional remedies, including, without limitation, injunctive relief. A prevailing party at arbitration may seek enforcement of the arbitrator’s order in any relevant court. Participant agrees that no claim, regardless of form, arising out of or in connection with this FPA or Participant’s participation in the MFP may be brought by Participant more than one (1) year after the cause of action has arisen despite any applicable Statutes of Limitation to the contrary. In any action or suit or arbitration to enforce any right or remedy or defend a claim arising out of or in connection with this FPA or Participant’s participation in the MFP or to interpret any provision of this FPA, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees and experts’ fees, from the non-prevailing party. No decisions resulting from arbitration as contemplated hereunder shall be binding upon or have any precedential effect in any proceedings involving any other parties who were not parties to the arbitration.
10. This FPA represents the entire agreement between the parties related to the MFP and there are no unwritten promises or oral agreements between the parties. This FPA may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties.
11. The disclaimers, agreements, and other provisions of this FPA are integral to MercySeat’s decision to permit Participant to participate in the MFP, and without such MercySeat would not agree to permit such participation.
12. Participant may not, at any time, without the express written permission of MercySeat, save or utilize in any manner any intellectual property belonging to MercySeat, including but not limited to any images of the MercySeat platform.
13. As of and after this FPA becoming effective, Participant shall save and hold harmless MercySeat and Other Released and Indemnified Parties (as such term is defined herein), fully and completely release and forever discharge MercySeat and Other Released and Indemnified Parties (as such term is defined herein), and shall fully and completely indemnify MercySeat and MercySeat’s owners, members, managers, governing individuals and/ or governing entities, officers, employees, agents, insurers, legal representatives, attorneys, affiliates, subsidiaries, predecessors, and/ or successors (such parties being collectively referenced herein as “Other Released and Indemnified Parties”) from and against any and all past accruing, present, or future loss, costs, fees, expenses, liabilities, obligations, rights, demands, claims, actions, causes of action, torts, suits, damages, compensations, and/ or sums of money of any and every type, kind, and nature whatsoever, whether asserted at law or in equity or otherwise, whether known or unknown, direct or indirect, vested or contingent, based on any theory of recovery, which Participant and/ or any of Participant’s owners, members, shareholders, managers, directors, governing individuals and/ or governing entities, officers, administrators, employees, congregants, customers, followers, partners, agents, insurers, underwriters, sureties, legal representatives, attorneys, affiliates, subsidiaries, assigns, predecessors, and/ or successors, may now assert or seek, or which may hereafter accrue or otherwise be acquired that are or may be asserted or sought against MercySeat and/ or any of the Other Released and Indemnified Parties arising out of or in any way related to this FPA, the MFP, and/ or the MercySeat platform, regardless of when such arises or arose.
EFFECTIVE UPON SUBMISSION BY PARTICIPANT’S REPRESENTATIVE OF A SIGN UP FORM BEARING PARTICIPANT’S NAME.
