IU MIEN AUDIO BIBLE COPYRIGHT LICENSE AGREEMENT

This Agreement is entered between Mien Christian Mission Fellowship (MCMF) aka Yesu Iu-Mienh Dongh Hnyouv Gorn (YIDG), a nonprofit religious corporation incorporated under the laws of California and a tax-exempt organization under Section 501 (c) (3) of the Internal Revenue Code, with its principal office at 777 Sonoma Street, Suite 208, Richmond, California 94805 (“MCMF/YIDG”), and USER (“Licensee”) (together, the “Parties”).

1. GENERAL

1.1 MCMF/YIDG is the producer of the Iu Mien Audio Bible master recording (the “Audio”);

1.2 Licensee desires to obtain a non-exclusive, non-commercial, and non-assignable license from MCMF/YIDG to use the Audio in Licensee’s copy-protected, production (the “Work”);

1.3 MCMF/YIDG is willing to grant Licensee permission to duplicate and distribute the Audio in consideration for the terms and conditions specified herein.

2. REPRESENTATIONS AND WARRANTIES

2.1 MCMF/YIDG warrants that it owns all the rights in and to the Audio, and that it possesses the right to license use of the Audio granted under this Agreement, that it has obtained any and all necessary permissions from third parties (if any) to license the Audio, and that use of the Audio by Licensee in accordance with the terms of this Agreement shall not infringe or violate the copyright, trademark rights, or any other rights (including private, civil, and property rights) of any third party.

2.2 Licensee guarantees that it has the full right and authority to enter into this Agreement and to perform all of its duties and obligations. Licensee knows of no claims or suits pending, outstanding, or threatened which may adversely affect or interfere with MCMF/YIDG’s rights or interests in this Agreement.

3. GRANT OF LICENSE

3.1. MCMF/YIDG grants Licensee, and Licensee accepts the worldwide, non-exclusive, non-commercial, and non-assignable license to duplicate and distribute the Audio in Licensee’s Work, according to the conditions and restrictions in this Agreement.

3.2. Licensee shall not have any rights with respect to the Work or the Audio other than as herein set forth, unless MCMF/YIDG specifically grants additional rights to Licensee in writing.

3.3. Permission granted herein does not transfer ownership of proprietary rights of the Audio, which remain the exclusive property of MCMF/YIDG.

4. RESTRICTIONS ON USE OF LICENSED AUDIO

4.1. The Audio will not be distributed in the same Work with images or video productions that portray God the Father, God the Son, or God the Holy Spirit in any visible way.

4.2. The Audio will not be distributed in the same Work with any text, other than the Bible, that religious traditions consider to be central to their religious practice or set of beliefs. The Audio will not be distributed with any such text in any format, including text files, images, and audio or video productions.

4.3. The Audio will be distributed directly to the end user. Licensee is not authorized to sublicense the distribution of the Audio to third parties.

4.4. The Audio and Work will be distributed for free, without payment of compensation of any kind and for no commercial purposes.

4.5. Licensee is not authorized to alter, modify, and/or introduce any changes to the structure or content of the Audio.

4.6. Licensee shall take no action that may jeopardize the value of the sound recording copyright of the Audio.

5. MCMF/YIDG OBLIGATIONS

5.1. MCMF/YIDG shall provide Licensee with digital files for the Audio with the understanding that MCMF/YIDG is the sole owner of the files and that Licensee may not use the files for any other purpose than that which is stipulated in this Agreement. Licensee may not share said files with any other party without written permission by MCMF/YIDG. MCMF/YIDG will deliver such digital files to Licensee immediately via download link upon receipt of a fully-executed copy of this agreement.

5.2. MCMF/YIDG will make a good faith effort to provide Licensee with new and updated versions of the Audio.

6. LICENSEE OBLIGATIONS

6.1. MCMF/YIDG seeks to create licensing partnerships with organizations and individuals who are dedicated to serving the Great Commission per the practice of historic Christianity. By signing this Agreement, you affirm the statements of orthodox faith in the Apostles’ Creed.

6.2. Licensee shall preserve and protect MCMF/YIDG’s sound recording copyright, including the conspicuous display of the following copyright notice in a location appropriate for the Work:

IU MIEN AUDIO BIBLE   

Text: COPYRIGHT

Audio: ℗ 2022 Mien Christian Mission Fellowship. Used with permission. All rights reserved.

6.3. Sample Copies. Licensee will provide one free copy of the Work for MCMF/YIDG to inspect.

6.4. License Fee. MCMF/YIDG has agreed to waive its requirement of a license fee under this Agreement

6.5. Royalty Fee. MCMF/YIDG has agreed to waive its requirement of a royalty payment under this Agreement upon the understanding that Licensee will not receive revenue and will not charge for

the use or services related to the use of AUDIO. In the event charges are instituted by the Licensee, MCMF/YIDG and Licensee will negotiate in good faith to agree on appropriate royalty payments by the Licensee to the MCMF/YIDG, and a new agreement to this effect will be enacted.

6.6. Distribution Reports. Licensee agrees to submit to MCMF/YIDG annual distribution reports by December 31st each year. Reports will detail the number of copies of the Work distributed per country where the Work has been distributed. Additionally, Licensee will provide MCMF/YIDG with ministry impact stories that MCMF/YIDG may reprint for donor communication purposes. MCMF/YIDG may require other information which Licensee shall supply periodically or as stipulated by MCMF/YIDG. Distribution reports not provided on time may be cause for cancellation of this Agreement.

6.7. Infringement. Licensee agrees to promptly inform MCMF/YIDG of any infringement or potential infringement of the Work or the Audio by third parties that come to the attention of Licensee. If MCMF/YIDG determines, in its sole discretion, to prosecute a claim against such alleged infringers, Licensee agrees to cooperate with MCMF/YIDG in such manner as is reasonably requested by MCMF/YIDG.

7. TERM AND TERMINATION

7.1. This Agreement shall have a term of three years and may be renewed, in whole or in part, on the mutual written consent of MCMF/YIDG and Licensee.

7.2. Termination

7.2.1. Termination of this Agreement may be effected by ninety days’ notice in writing or as set forth below.

7.2.2. Licensee must submit the Work to MCMF/YIDG for approval prior to publication within the later of ninety days of receipt of the files or ninety days of the execution of this Agreement. Licensee’s failure to meet this obligation will result in the termination of this Agreement and forfeiture of all license fees and advance payment(s) against royalties.

7.2.3. If Licensee breaches any term or condition of this Agreement and fails to remedy such breach to the reasonable satisfaction of MCMF/YIDG within thirty days after MCMF/YIDG provides notice of such breach to Licensee, or additional period as is reasonably necessary to effect cure, this Agreement will terminate upon the expiration of such thirty day period (or such additional period for cure as is permitted above) unless extended by mutual agreement of the Parties.

7.2.4. This Agreement will terminate without further action by either party if a petition in bankruptcy is filed by or against Licensee, or if proceedings, voluntary or involuntary, for an arrangement or reorganization of Licensee’s business is filed under any bankruptcy laws, if Licensee makes an assignment for the benefit of creditors, if any receiver or trustee is appointed for Licensee, or if the business of Licensee is discontinued. Licensee agrees to give MCMF/YIDG prompt notice of the occurrence of any of the events hereinbefore identified. MCMF/YIDG is not required to give notice of termination for any of the reasons mentioned in this paragraph.

8.3. Effect of Termination

8.3.1. If this Agreement is terminated for any reason, Licensee must immediately cease distribution of the Work and shall not distribute, transfer or otherwise dispose of any edition or portion of the Work without the written permission of MCMF/YIDG. Any copies of the Work, produced but not distributed, shall be tendered to MCMF/YIDG and subject to its direction for disposal, destruction, or sending to MCMF/YIDG or its designee.

8.3.2. Licensee further agrees to promptly and permanently delete all electronic files provided to Licensee by MCMF/YIDG upon termination of this Agreement.

9. INDEMNIFICATION

9.1. Licensee shall indemnify and hold MCMF/YIDG harmless from and against any and all claims,

causes, losses, liabilities or expenses, including reasonable attorneys’ fees, arising out of or

in connection with this Agreement, the performance thereunder, any and all unauthorized, or allegedly unauthorized, use of the Work by Licensee, and from any and all alleged defects in the Work distributed by Licensee hereunder.

10. FORCE MAJEURE

10.1. Neither Party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond their reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, or any other force majeure event (but expressly excluding financial inability to make payments).

11. ENTIRE AGREEMENT

11.1. This Agreement contains the entire agreement of the Parties with regard to the subject matter contained herein and it supersedes all prior agreements related to its subject matter, whether written or oral.

12. NO IMPLIED GRANT

12.1 Licensee will have no right by implication or otherwise other than is hereinbefore set forth unless MCMF/YIDG hereafter makes changes to this Agreement. Any changes must be agreed to by both Parties, a new agreement enacted containing the required changes, and the existing agreement revoked.

12.2. The failure of either Party at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement of any provision hereof.

12.3. This Agreement does not constitute and will not be construed as constituting a partnership, joint venture, principal-agent or employer-employee relationship between the Parties hereto.

13. NO ASSIGNMENT

13.1. This Agreement shall not be transferred, assigned, sublicensed, or otherwise encumbered by Licensee or by operation of law and shall inure to the benefit of MCMF/YIDG and its successors and assigns.

14. SURVIVAL

14.1. Paragraphs on “Representations and Warranties” and “Indemnifications” shall survive the termination of this agreement.

15. SEVERABILITY

15.1. All of the provisions of this Agreement are intended to be distinct and severable. If any provision of this Agreement is declared to be invalid or unenforceable in any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such invalidity or unenforceability. Such invalidity or unenforceability shall not affect either the balance of such provision, to the extent it is not invalid or unenforceable, or the remaining provision, to the extent it is not invalid or unenforceable, or the remaining provisions hereof, nor render invalid or unenforceable such provisions in any other jurisdiction.

16. APPLICABLE LAW

16.1. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

16.2. This Agreement embodies the entire understanding and agreement of the Parties with respect of the subject matter hereof. All disputes involving this Agreement will be submitted to Christian conciliation pursuant to the procedural rules of the Institute of Christian Conciliation Services, if available, or a similarly constituted body in Contra Costa County, California, United States of America.

MIEN CHRISTIAN MISSION FELLOWSHIP aka YESU IU-MIENH DONGH HNYOUV GORN

777 Sonoma Street, Suite 208, Richmond, CA 94805