Customer Terms of Service
Last Revised: August 27, 2026
This Customer Agreement (this “Agreement”) is entered into by and between PRAY, Inc (“PRAY”) and Customer, and shall apply to Customer’s use of PRAY’s faith and prayer focused online marketplace and social networking platform currently known as “PRAY Studio,” as made available through PRAY.com and the PRAY.com mobile applications (the “Services or the “Platform”) ordered by Customer pursuant to one or more ordering documents entered into between Customer and PRAY or online orders made by Customer that set forth the specific services and pricing thereof, and the applicable subscription term thereof (“Order Form”). Each Order Form is incorporated into, supplements and forms a part of this Agreement. For clarity, references to this Agreement include each Order Form, and references to the Term include the term of each Order Form, except where the context expressly requires otherwise. The Services, Fees and other recurring commercial commitments set forth in an Order Form will continue for the full term of such Order Form, including any Renewal Term, unless the applicable Order Form is terminated or non-renewed in accordance with this Agreement. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control. “Customer” means the company or other legal entity that entered into an Order Form. You represent that you have the authority to bind Customer to the terms of this Agreement. If you do not agree to the terms of this Agreement, or if you are not authorized to accept this Agreement on behalf of your organization or entity, do not access or use any of the Services.
1. SERVICES; RESTRICTIONS
1.1. Subject to the terms and conditions of this Agreement, PRAY hereby grants Customer a non-exclusive, limited, fee-bearing, non-transferable right (without the right to sublicense) to access and use the Services during the Term (as defined below).
1.2. Customer will not, and will not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying structure, ideas, know-how or algorithms relevant to the Services (except to the extent such restrictions are contrary to applicable law); (b) modify, translate, or create derivative works based on the Services; (c) access the Services to create a competitive product or service; (d) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (e) remove any proprietary notices or labels; or (f) use the Services for any purpose except as expressly permitted hereunder.
1.3. Although PRAY has no obligation to monitor Customer’s use of the Services, PRAY may do so and may prohibit any use of the Services it believes may be in violation of this Agreement.
1.4. Suppose any Order Form is entered into by Customer acting on behalf of another person or entity (such other person or entity on whose behalf Customer is acting, the “Other Person”). In that case, Customer shall be responsible for ensuring that such Other Person fully complies with the terms and conditions of this Agreement. PRAY will hold Customer and the Other Person jointly and severally liable for fulfillment of each of Customer’s obligations hereunder. Should sums needed to be paid under this Agreement not have been cleared to Customer by the Other Person, Customer agrees to make every reasonable effort to collect and clear payment from the Other Person on a timely basis. Notwithstanding anything to the contrary, Customer remains responsible for the payment of all amounts hereunder in accordance with the terms of this Agreement. Upon PRAY’s request, Customer will make available written confirmation of the relationship between Customer and the Other Person. Such confirmation will include, for example, the Other Person’s acknowledgement that Customer is its agent and is authorized to act on its behalf in connection with this Agreement.
1.5. To the extent Customer purchases certain products from the PRAY Platform, product-specific terms may apply. The product-specific terms are made available online on this page, and each of the product terms is hereby incorporated into this Agreement by reference.
1.6. The Services may include certain features and functionalities, such as content translation tools and chatbots, powered by artificial intelligence (“AI”) tools, including third-party AI tools. Customer acknowledges and agrees that information, recommendations, suggestions, deliverables or other output generated and returned by such AI tools (the “Output”) are subject to numerous limitations that apply with respect to AI-generated Output due to the fact that it is automatically generated, including that (a) it may contain errors or misleading information, (b) AI systems are based on predefined rules and algorithms that lack the ability to think creatively and come up with new ideas and can result in repetitive or formulaic content, (c) AI systems can struggle with understanding the nuances of language, including slang, idioms, and cultural references, which can result in Output that is out of context or does not make sense, (d) AI systems do not have emotions and cannot understand or convey emotions in the way humans can, which can result in Output that lacks the empathy and emotion that humans are able to convey, (e) AI systems can perpetuate biases that are present in the data used to train them, which can result in Output that is discriminatory or offensive, (f) AI systems can struggle with complex tasks that require reasoning, judgment and decision-making, (g) AI systems require large amounts of data to train and generate content, and the data used to train AI systems may be of poor quality or biased, which will negatively impact the accuracy and quality of the generated Output, and (h) AI-generated Output can lack the personal touch that comes with content created by humans, which can make it seem cold and impersonal. PRAY may review the Output before it is returned to you, but cannot, and does not, guarantee such manual review for all Output. Accordingly, in using any feature or functionality relying on AI tools, in addition to the limitations and restrictions set forth in this Agreement, Customer agrees that it is responsible for evaluating, and bearing all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of any Output. For clarity, any Output that is generated from Customer Content shall be deemed Customer Content hereunder.
1.7. Customer hereby authorizes PRAY to assist in the production of digital posts and to manage and maintain the operation of certain of Customer’s social media platform accounts for marketing purposes. PRAY shall use commercially reasonable efforts to regularly create and publish, post, or otherwise distribute via such platforms content mutually agreed by the parties to be posted in accordance with this Agreement, including any Customer Content or derivative works thereof. Customer shall provide all necessary consents and permissions through the applicable social media platform, in accordance with the terms of service of such platform, to permit PRAY to perform the foregoing.
2. CUSTOMER CONTENT
2.1 Customer is solely responsible for all video, images, audio, audiovisual, or other content that is submitted by or on behalf of Customer in connection with or relating to Customer’s access and use of the Services and PRAY’s performance of any Value Added Services (“Customer Content”). For purposes of this Agreement, to “Submit” content means to upload, post, deliver, provide, or otherwise transmit, including any submission through electronic delivery, including email or the dedicated submission page within the Platform located at www.PRAY.com (or any successor URL that may be specifically designated by PRAY from time to time). Customer is solely responsible for obtaining and maintaining all equipment, network connections, software, and all internet service providers, mobile service, and other services needed for the creation and Submission of Customer Content hereunder and for compliance with this Agreement.
2.2. Except as set forth in Product Specific Terms, Customer hereby grants to PRAY a worldwide, non-exclusive, royalty- free, transferable license (with the right to sublicense to its affiliates and third-party service providers), including to third party contractors and service providers engaged by PRAY) to (a) use, copy, reproduce, modify, and create derivative works of the Customer Content (e.g., modifying for technical and formatting reasons) and (b) perform, publish, transmit, display, and distribute, the Customer Content and modifications and derivative works thereof, including in combination with third party content, such as content posted, submitted or provided by other PRAY customers, on any media, whether now existing or hereafter created, including the right to grant to end-users of the Platform or other video or content platforms a limited, non-exclusive sublicense to download, stream, display, view, use and/or play the Customer Content for personal, non-commercial use. This license is non-exclusive, meaning Customer can continue to use, submit, upload, display, and distribute the Customer Content on other platforms (whether on Customer’s own or third-party platforms), in addition to PRAY’s Platform hereunder.
2.3. PRAY does not, and has no obligation to review, any Customer Content. Notwithstanding the foregoing, PRAY has the right to remove any Customer Content from the Platform if PRAY suspects that the Customer Content: (a) will subject PRAY or any of its officers, managers, directors or employees to legal action; (b) violates the terms of this Agreement in any way; (c) violates intellectual property rights of PRAY or any other party; (d) violates a third party’s rights including those of privacy or publicity; or I includes obscene material or material made to or marketed to appeal to a prurient interest. PRAY will have NO liability to Customer for the removal of Customer Content for any reason. Customer hereby grants PRAY the right to monetize the Customer Content on the Platform and other media, including the right to sell advertising inventory within or in proximity to the Customer Content, including, but not limited to, pre-roll, mid-roll, and post-roll video advertisements, and ad overlays. This Agreement does not entitle Customer to any payments from such monetization efforts.
2.4. If Customer is an individual or if Customer provides personal services of an individual, Customer hereby grants to PRAY a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers) license to use the name, image, photo, likeness and voice of Customer (or the applicable individual whose personal services are provided) in connection with PRAY’s promotional and marketing activities and PRAY’s provision of the Services, including in connection with the display of the Customer Content, or, if applicable, PRAY Created Content (as defined in the Product Specific Terms), on the Platform and other video and content platforms. Customer agrees to provide valid and accurate personal releases for all Customer Content that Customer Submits to the Platform that, in PRAY’s judgment, contains an identifiable voice, face, or identifiable human figure or other identifiable attribute (“Identifying Feature”). Customer agrees that Customer is solely responsible for retaining all original personal releases and maintaining complete and accurate personal release records. Personal releases are to be delivered to PRAY with the Customer Content. Further, Customer acknowledges that PRAY is not giving legal advice to Customer. The submission of falsified, inaccurate, or otherwise defective personal releases is a material breach of this Agreement and can result in the immediate termination of Customer’s account without prior notice.
3. CUSTOMER DATA
3.1. .All data that Customer uploads, posts, delivers, provides or otherwise transmits or stores to or through the Platform or otherwise makes available through its use of the Services, including information regarding Customer’s personnel and clients, shall constitute “Customer Data” hereunder. Customer is responsible for (a) the means by which Customer acquired Customer Data, and (b) ensuring that Customer has all necessary rights, and has provided all necessary notices and obtained all necessary consents, to grant PRAY the rights to use the Customer Data in accordance with this Agreement, including for the avoidance of doubt, the right for PRAY to sell such Customer Data for promotional and marketing purposes. Customer hereby grants PRAY a non-exclusive, royalty-free, fully-paid worldwide license (with the right to sublicense) to access, use, reproduce and create derivative works of the Customer Data, including in combination with third party data, such as the data from other PRAY customers, for any lawful business purpose during and after the term of this Agreement, including to provide the Services, to fulfill PRAY’s obligations under this Agreement, to improve and enhance the Services, for other development, diagnostic and corrective purposes in connection with the Services and other PRAY offerings, and for promotional and marketing purposes, whether to promote PRAY’s products and services or third party products and services
.3.2. .Additionally, PRAY shall have the right to collect and analyze data and other information relating to the Services and PRAY’s performance of Value Added Services, and related systems and technologies (including, without limitation, information concerning Customer Content and data derived therefrom), and PRAY will be free (during and after the Term) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other PRAY offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business.
3.3. .The Platform and certain other Services may permit Customer to send communications to its personnel, clients, or prospective clients. If Customer uses such functionality, Customer understands and acknowledges that the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. (“TCPA”), and other similar federal and state telemarketing laws (collectively, the “Telephonic Communications Laws”) currently place (a) restrictions on certain calls and text messages, and (b) requirements upon entities making, whether directly or indirectly through an agent or representative, certain calls and text messages. Customer shall be exclusively responsible for compliance with all applicable Telephone Communications Laws in connection with any telephonic communications made or sent on behalf of Customer through any Service.
4. PROPRIETARY RIGHTS
4.1. .PRAY shall own and retain all right, title and interest in and to the Platform, Services, all improvements, enhancements or modifications thereto, and, unless otherwise set forth in the applicable Product Specific Terms, any content or other materials or deliverables created or developed by PRAY in the performance of any Value Added Services, and all intellectual property rights related to any of the foregoing. All rights to the Services not expressly granted under this Agreement are reserved by PRAY.
4.2. .Customer has no obligation to provide PRAY with ideas, suggestions, or proposals (“Feedback”) regarding the Platform, Services and/or Value Added Services. However, if Customer does provide any Feedback, then Customer hereby grants PRAY a non-exclusive, worldwide, royalty-free, transferable license (with the right to sublicense) to use the Feedback in any manner without any obligation, royalty, or restriction.
4.3. .Except as set forth in Product Specific Terms, as between Customer and PRAY, Customer owns all right, title, and interest in and to the Customer Content and Customer Data.
5. PAYMENT OF FEES
5.1. PRAY will invoice Customer for the fees described on the applicable Order Form (the “Fees”). PRAY will send Customer the first invoice on the Invoicing Start Date set forth on the Order Form, even if Customer has not submitted any Customer Content by such date. Customer will pay all Fees in advance on the date of the applicable invoice. Unpaid Fees are subject to a finance charge of 1.5% per month, or the maximum permitted by law, whichever is lower. All payments will be made in U.S. Dollars. Customer shall be responsible for all taxes associated with Services other than taxes based on PRAY’s net income.
5.2. Effective as of the commencement of any Renewal Term, PRAY may increase the Fees applicable to the Services set forth in the applicable Order Form. PRAY will notify Customer of any Fee increase at least sixty (60) days prior to the end of the then-current Order Form Term. Customer’s sole and exclusive remedy in connection with any Fee increase will be to elect not to renew the applicable Order Form in accordance with Section 6.1. If Customer does not timely provide notice of non-renewal in accordance with Section 6.1, Customer will be deemed to have accepted the applicable Renewal Term and the Fees applicable to such Renewal Term.
6. TERM AND TERMINATION
6.1. Subject to earlier termination as provided in this Agreement, this Agreement will commence on the date of Customer’s initial Order Form and will continue for so long as any Order Form remains in effect. Unless otherwise expressly set forth in the applicable Order Form, each Order Form will commence on the effective date, start date or subscription start date specified in such Order Form, or if no such date is specified, the date on which such Order Form is entered into by Customer and PRAY, and will continue for an initial term of one (1) year (the “Initial Term”). Thereafter, unless either party provides the other party with written notice of non-renewal at least thirty (30) days before the end of the then-current Order Form Term, both this Agreement and the applicable Order Form will automatically renew for a renewal term of one (1) month if the Initial Term is less than one (1) year, or one (1) year if the Initial Term is one (1) year or longer (each, a “Renewal Term”). Each subsequent Renewal Term will also be the applicable renewal period set forth above unless otherwise expressly set forth in the applicable Order Form. The Initial Term and all Renewal Terms for an Order Form are collectively referred to as the “Order Form Term,” and the period during which this Agreement remains in effect is referred to as the “Term.”
6.2. .Either party may terminate this Agreement upon sixty (60) days’ notice (or upon five (5) days’ notice in the case of non-payment of Fees) if the other party materially breaches any of the terms or conditions of this Agreement. Further, PRAY can terminate for convenience upon 60 days’ written notice, in which case PRAY will refund Customer any prepaid amounts for periods that have not yet occurred on the date of termination.
6.3. .In addition to the other rights set forth in this Section 6, PRAY may immediately suspend access to the Services if Customer materially breaches this Agreement until such breach is cured.
6.4. .PRAY shall be permitted to immediately take down and remove all Customer Content upon termination of this Agreement. Notwithstanding the foregoing, PRAY may continue to display the Customer Content provided under this Agreement; provided that PRAY’s right to display and distribute the Customer Content shall be limited solely to those pages and platforms on the Platform on which such Customer Content was distributed and transmitted as of the termination of the Agreement. For clarity, the foregoing is only a right, not an obligation, for PRAY to continue displaying and using the Customer Content. Furthermore, PRAY has the right (but not obligation) to freely use any PRAY Created Content or Customer Content submitted in connection with PRAY’s performance of the CaaS Services (as defined in the Product Specific Terms) in perpetuity.
6.5. .The provisions of Sections 2.2, 2.3, 3, 4, 5, 6.4, 6.5, and 7 through 12 shall survive any termination of this Agreement.
7. CONFIDENTIALITY
7.1. .Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of PRAY includes non-public information regarding features, functionality, and performance of the Platform and the Services, and the terms of this Agreement. Proprietary Information of Customer includes Customer Content (other than any PRAY Created Content or Customer Content submitted in connection with PRAY’s performance of the CaaS Services). The Receiving Party agrees: (a) to take reasonable precautions to protect Disclosing Party’s Proprietary Information and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any of Disclosing Party’s Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Proprietary Information of the Disclosing Party or (v) is required to be disclosed by law.
8. REPRESENTATIONS AND WARRANTIES; DISCLAIMER
8.1. .Each party represents and warrants to the other party that: (a) it has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; and (b) there are no other agreements, written or oral, with any third party in conflict herewith.
8.2. .PRAY represents and warrants that (a) the Services will operate in material conformity with any specifications set forth in writing by PRAY and (b) it will perform the Value Added Services in a professional and workmanlike manner. In the event of a breach of the warranty in this Section 8.2, Customer shall notify PRAY in writing of the alleged issue, providing details of the problems, and upon confirmation of the issue by PRAY, PRAY will either (a) use commercially reasonable efforts to promptly correct any identified problem or provide work-arounds that address the identified issue to enable the Services to perform in accordance with the limited warranty in Section 8.2(a) or (b) use commercially reasonable efforts to re-perform the deficient Value Added Services. If PRAY is unable to correct any identified problem, PRAY shall notify Customer, and Customer has the right to terminate this Agreement upon thirty (30) days’ written notice to PRAY, and PRAY will refund Customer any pre-paid amounts for periods that have not yet occurred on the date of termination. The foregoing shall be PRAY’s sole obligation and exclusive liability, and Customer’s sole and exclusive remedy, for any breach of the warranty in this Section 8.2.
8.3. .Customer represents and warrants the following with respect to all Customer Content other than PRAY Created Content: (a) Customer is the sole and exclusive owner of the Customer Content, free and clear of all liens or encumbrances, or otherwise has the right to grant the rights to PRAY hereunder; (b) it is not necessary for PRAY to obtain the consent or permission of, or to pay any amounts to, any third party in order to fully enjoy the rights granted under this Agreement; (c) there are no claims, litigation or other proceedings pending or threatened which would adversely affect any Customer Content or rights granted hereunder; (d) the use, display and exploitation of the Customer Content as contemplated hereunder will not violate any applicable laws, including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade dress, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, or invasion of privacy or publicity rights, moral or otherwise; and (e) the Customer Content is, and will at all times be, in compliance with all content guidelines, policies and requirements set forth therein. Customer further represents, warrants and agrees that Customer has obtained any and all necessary consents, approvals, licenses, releases and rights from any third parties who appear in, or may otherwise have rights in the Customer Content and that Customer has fully paid any third parties who may be entitled to a royalty or other fee (including public performance organizations) in connection with any of the licensed uses or assignments or other rights and privileges granted to PRAY under this Agreement.
8.4. .EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS SECTION 8, PRAY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, PLATFORM AND VALUE ADDED SERVICES, AND ALL CONTENT, INFORMATION AND DATA MADE AVAILABLE THROUGH THE SERVICES, PLATFORM OR CUSTOMER’S RECEIPT OF VALUE ADDED SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT. PRAY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
9. LIMITATION OF LIABILITY
9.1. EXCEPT FOR EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10, EITHER PARTY’S BREACHES OF SECTION 7, CUSTOMER’S BREACHES OF SECTION 1.2, NEITHER PARTY (NOR ANY OF ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES) SHALL BE LIABLE FOR (A) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT OR ANY DELAY OR INABILITY TO USE THE SERVICES OR (B) EXCEPT FOR AMOUNTS DUE BY CUSTOMER, ANY OTHER DAMAGES IN EXCESS OF THE AGGREGATE FEES PAID OR PAYABLE TO PRAY HEREUNDER IN THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CLAIM FIRST AROSE, IN EACH CASE WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
10. INDEMNIFICATION
10.1. PRAY will defend at its expense Customer against any third-party claim, suit or proceeding (“Claim”) alleging that the Services infringe any third party intellectual property right; provided that Customer (a) promptly gives written notice of the Claim to PRAY; (b) gives PRAY sole control of the defense and settlement of the Claim (provided that PRAY may not settle any Claim unless it releases Customer of all liability); and (c) provides to PRAY, at PRAY's cost, all reasonable assistance. Notwithstanding the foregoing, PRAY will have no obligation under this section or otherwise with respect to any infringement claim to the extent based upon (i) any unauthorized use, reproduction, or distribution of the Services or any breach of this Agreement by Customer, (ii) any combination of the Services with other products, equipment, software or data not supplied, authorized or recommended by PRAY, (iii) any modification of the Services by any person other than PRAY or its authorized agents or contractors, (iv) any activity after PRAY has provided Customer with a work around or modification that would have avoided such issue without materially adversely affecting the functionality or availability of the Services (items (i) through (iv), the “Excluded Activities”), (v) any AI Output or (vi) any Customer Content or Customer Data. If PRAY reasonably believes that all or any portion of the Services, or the use thereof, is likely to become the subject of any infringement claim, suit or proceeding, PRAY will procure, at PRAY’s expense, for Customer the right to continue using the Services in accordance with the terms hereof, replace or modify the allegedly infringing Service to make it non- infringing, or, in the event the preceding is infeasible or not commercially practicable, PRAY may, in its sole discretion, terminate this Agreement upon written notice to Customer and refund to Customer any prepaid amounts for unused Services. This Section 10.1 shall be Customer’s sole and exclusive remedy, and PRAY’s sole and exclusive liability, with respect to any infringement claims relating to Customer’s use of the Platform and/or Services.
10.2. Customer will defend at its expense PRAY against any Claim caused by or arising out of or in connection with (a) an Excluded Activity, (b) PRAY’s use of the Customer Content or Customer Data in accordance with the terms of this Agreement or Customer’s use of the Customer Content or Customer Data, including any communications sent by Customer, or (c) Customer’s breach of its obligations set forth in Section 3.1; provided that PRAY (i) promptly gives written notice of the Claim to Customer; (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim unless it releases PRAY of all liability); and (iii) provides to Customer, at Customer’s cost, all reasonable assistance.
11. NO EQUITABLE REMEDIES
11.1. The rights and remedies of Customer in the event of any breach by PRAY of this Agreement or any of PRAY’s obligations hereunder shall be limited to Customer’s right to recover direct damages, if any, and Customer hereby waives any right or remedy in equity, including, without limitation, any right to seek injunctive or other equitable relief with respect to any breach of PRAY’s obligations hereunder and/or to enjoin or restrain or otherwise impair in any manner the distribution, exhibition or other exploitation of the Customer Content or any parts or elements thereof, or the use, publication or dissemination of any advertising in connection therewith.
12. MISCELLANEOUS
12.1. From time to time, Customer and PRAY may enter into Order Forms pursuant to which Customer will purchase rights to use additional Services and/or Value Added Services or other changes are made to Customer’s subscription plan (including any change in Fees). These Terms and Conditions apply to any attached Order Forms and all subsequent Order Forms to the exclusion of any other terms or conditions that either party seeks to impose or incorporate (except as expressly set forth in any applicable Order Form) or that are implied by course of dealing. PRAY reserves the right in its sole discretion and at any time and for any reason to modify these terms and conditions. With respect to each Order Form, any modifications to these terms and conditions shall become effective upon the date of the Customer’s next renewal of such Order Form. It is the Customer’s responsibility to review these terms and conditions from time to time for any changes or modifications. If Customer does not agree to the modified terms and conditions, Customer may provide notice of Customer’s non-renewal in accordance with Section 6.1. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Neither party will have the right to assign this Agreement, except that either party may assign its rights and obligations without consent of the other party in connection with a merger or a sale of all or substantially all its relevant assets, stock or business. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of California, without regard to the conflicts of law provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover reasonable costs and attorneys’ fees. Without limiting anything herein, and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions and power failures. For all purposes under this Agreement, each party shall be and act as an independent contractor and shall not bind nor attempt to bind the other to any contract. Any notices in connection with this Agreement will be in writing and sent to the address specified on the most recent Order Form or such other address as may be properly specified by written notice hereunder.
These product-specific terms set forth the terms and conditions that are relevant to the offering or service that Customer has purchased in its Order Form (these “Product Specific Terms”). To the extent Customer’s purchases one of the following offerings or services in its Order Form, the particular Product Specific Terms will apply and form part of PRAY’s Agreement, which is hereby incorporated by reference.
PRAY PRODUCT-SPECIFIC TERMS
1. PRAY Radio Terms
1. PRAY Radio. PRAY Radio is a digital radio station on PRAY’s platform for audio content. 2. Block Programming. Customer shall have the right to purchase a designated block of broadcasting time, as set forth on the applicable Order Form, during which Customer Content shall be broadcast on PRAY Radio. 3. Re-broadcast Right. Customer hereby grants to PRAY a worldwide, non-exclusive, royalty-free, transferable license (with the right to sublicense (through multiple tiers)) during the Term and Transition Period (as defined below) to (a) modify Customer Content as necessary for broadcast on PRAY Radio and (b) perform, publish, transmit, display, and distribute, the Customer Content on PRAY Radio. 4. Submission of Customer Content. Customer is responsible for submitting Customer Content on time and in the format specified by PRAY. Customer Content will not be deemed Submitted unless in a format specified or otherwise approved by PRAY
2. PRAYTV Terms
1. PRAY TV. PRAY TV is a digital TV station on PRAY’s platform for video content. 2. Block Programming. Customer shall have the right to purchase a designated block of broadcasting time, as set forth on the applicable Order Form, during which Customer Content shall be broadcast on PRAY TV. 3. Re-broadcast Right. Customer hereby grants to PRAY a worldwide, non-exclusive, royalty-free, transferable license (with the right to sublicense (through multiple tiers)) during the Term and Transition Period (as defined below) to (a) modify Customer Content as necessary for broadcast on PRAY TV and (b) perform, publish, transmit, display, and distribute the Customer Content on PRAY TV. 4. Submission of Customer Content. Customer is responsible for submitting Customer Content on time and in the format specified by PRAY. Customer Content will not be deemed Submitted unless in a format specified or otherwise approved by PRAY.
3. PRAY Content as a Service
1. Scope of Services. PRAY will perform certain content creation services (the “CaaS Services”) and deliver certain customized content as may be requested by Customer from time to time (such content including any work-in-process, the “PRAY Created Content”) in accordance with terms and conditions of a statement of work to be entered into by the parties in accordance with the form of Statement of Work. 2. Rights in the PRAY Created Content. As between the parties, PRAY owns all right, title, and interest in and to the PRAY Created Content, whether such PRAY Created Content is created by PRAY, Customer, or jointly. If Customer is involved with the creation of the PRAY Created Content or to the extent Customer otherwise obtains any rights in the PRAY Created Content, Customer hereby assigns to PRAY all of Customer’s right, title, and interest to such PRAY Created Content. Customer hereby waives any moral rights, artist rights, or similar rights Customer may have in any PRAY Created Content. 3. Rights in Customer Content. Any Customer Content provided by Customer to PRAY for use in connection with PRAY’s performance of the CaaS Services will be owned by PRAY. Customer hereby assigns to PRAY all of Customer’s right, title, and interest in and to such Customer Content. Customer hereby waives any moral rights, artist rights, or similar rights Customer may have in such Customer Content
4. PRAY Ministry Match Terms
1. Scope of Services. PRAY will conduct online and offline campaigns to promote Customers and generate Leads for Customers. As used herein, “Lead” means a potential subscriber to Customer’s content available through the Platform or other products or services offered by Customer and who has consented to be contacted by Customer via e-mail and/or telephone for the purpose of Customer offering information regarding Customer’s content, products, or services. The services to be provided by PRAY hereunder may be provided directly by PRAY, or through third-party vendors or partners designated by PRAY. 2. Deliverables. PRAY will deliver to the Customer the contact information for each Lead, which may include name, e-mail address, and/or telephone number. The Leads information will be delivered to the Customer in electronic format in a mutually agreed-upon manner. 3. PRAY’s Responsibilities. PRAY shall make all reasonable efforts to comply with applicable U.S. federal, state, or local laws, rules and regulations that apply to PRAY’s provision of services under this Agreement, including with respect to applicable advertising, marketing and lead generation laws (hereafter, “Applicable Law”). PRAY represents and warrants to Customer that as of the date any Lead is provided to Customer, the Lead provided sufficient prior express consent (“User Consent”), as applicable, to receive telephone communications (other than those made through the use of an automated telephone dialing system (47 U.S.C. § 227(a)(1)) or with an artificial or prerecorded voice message) from or on behalf of Customer at the cellular or other telephone number identified by such Lead. PRAY makes no representation or warranty that the telephone number provided is owned, subscribed to, or used by the name of the individual provided in connection with the Lead. 4. Customer Responsibilities. Customer will promptly provide to PRAY all access to Customer’s accounts and systems that are reasonably necessary for PRAY to provide the services hereunder, such as access to Customer’s advertising style and brand guidelines, technology platforms, data, or other items that PRAY may request from time to time. Customer further represents and warrants that all advertising claims of Customer are lawful, truthful, and substantiated, that it will fulfill all commitments made in its advertisements, and that it will comply with all Applicable Laws. Customer shall provide PRAY with all information and disclosures required by Applicable Law for all services contemplated hereunder. Customer agrees to provide PRAY with all reasonably required written evidence to substantiate advertising claims promptly upon request. Customer understands and acknowledges that the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. (“TCPA”), and other similar federal and state telemarketing laws (collectively, the “Telephonic Communications Laws”) currently place (a) restrictions on certain calls and text messages, and (b) requirements upon entities making, whether directly or indirectly through an agent or representative, certain calls and text messages. Customer shall be exclusively responsible for compliance with all applicable Telephone Communications Laws in connection with any telephonic communications made or sent on behalf of Customer to any Lead provided by PRAY pursuant to this Agreement. 5. Content Approval. All creative content utilized by PRAY hereunder and published or disseminated as a result of the services shall be reviewed by Customer, and must be approved in writing by Customer prior to any public use or dissemination within seven (7) days of receipt (“Approved Content”). If Customer fails to reject any submitted content within seven (7) days of receipt, such content shall be deemed approved. If requested by PRAY, Customer shall be required to utilize Pray’s content review and approval system to document such written approvals; if not so requested, Customer’s approval shall be made in writing via email. Provided that Pray does not alter or modify Approved Content (other than nonmaterial modifications reasonably necessary for technical compatibility), an approval by Customer shall constitute its representation that such Approved Content does not violate any Applicable Law or the rights of any third Party. 6. Indemnification. Customer will defend, indemnify, and hold harmless PRAY, and each of its affiliates, directors, members, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and expenses) (collectively “Claims”) arising from: (i) actual or alleged use/misuse of Leads information by Customer; (ii) any unauthorized, accidental or unlawful access to, or acquisition, loss, destruction, use, alteration, modification or disclosure of Leads information, including but not limited to such events that would require notification to any person or government or regulatory authority pursuant to Applicable Laws involving Leads information held, used, or controlled by Customer; (iii) any claim that any Approved Content infringes any third party’s intellectual property rights; and (iv) any claim that a telephonic communication sent by Customer violates any Telephonic Communications Laws.
5. PRAY AI Replica Services
1. Scope of Services. PRAY will conduct a scan of the Customer’s image, likeness, and/or voice in order to create a faceprint and/or voiceprint, and PRAY will use such faceprint or voiceprint to create new content using AI replicas of the Customer’s image, likeness, and voice. 2. License Grant. Customer hereby grants to PRAY a worldwide, perpetual, irrevocable, non- exclusive, transferable, sublicensable (through multiple tiers) license to use the image, likeness and voice of Customer (or the applicable individual whose personal services are provided) to create new content using AI replicas of Customer’s image, likeness and voice and distribute, transmit, perform, reproduce, market and promote such content in any and all media, whether now existing or hereafter created. 3. Consent. By agreeing below, Customer hereby allows PRAY to collect Customer’s faceprint and voiceprint (and data derived therefrom) to create new content using AI replicas of Customer’s image, likeness, and voice. PRAY will retain Customer’s biometric information only until the occurrence of the first of the following: (a) the initial purpose for which PRAY collected the biometric information has been satisfied; or (b) three years following Customer’s last interaction with PRAY. 4. Third Party Service Providers. In administering PRAY’s AI replica services, PRAY may use a third-party service provider. PRAY may also share Customer’s voiceprint and faceprint data with third-party vendors who assist with PRAY’s IT, security, and fraud programs, PRAY’s professional advisors, and as required by law or regulation. 5. Content Approval. All creative content utilized by PRAY hereunder and published or disseminated as a result of the services shall be reviewed by Customer, and must be approved in writing by Customer prior to any public use or dissemination within seven (7) days of receipt (“Approved Content”). If the Customer fails to reject any submitted content within seven (7) days of receipt, such content shall be deemed approved. If requested by PRAY, Customer shall be required to utilize PRAY’s content review and approval system to document such written approvals; if not so requested, Customer’s approval shall be made in writing via email. Provided that PRAY does not alter or modify Approved Content (other than nonmaterial modifications reasonably necessary for technical compatibility), an approval by Customer shall constitute its representation that such Approved Content does not violate any Applicable Law or the rights of any third Party. 6. Indemnification. Customer will defend, indemnify, and hold harmless PRAY, and each of its affiliates, directors, members, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and expenses) (collectively “Claims”) arising from: (i) actual or alleged use/misuse of Leads information by Customer; (ii) any unauthorized, accidental or unlawful access to, or acquisition, loss, destruction, use, alteration, modification or disclosure of Leads information, including but not limited to such events that would require notification to any person or government or regulatory authority pursuant to Applicable Laws involving Leads information held, used, or controlled by Customer; (iii) any claim that any Approved Content infringes any third party’s intellectual property rights; and (iv) any claim that a telephonic communication sent by Customer violates any Telephonic Communications Laws.
6. PRAY SuperFunnel Services
1. SuperFunnel Services. SuperFunnel is a paid promotion service through which PRAY drives engagement towards Customers that can lead towards new supporters. PRAY will use commercially reasonable efforts to market and promote Customer to PRAY’s end-users using co-branded promotional placements and advertisements (collectively, the “Ads”). Consistent with Pray’s mission to grow faith and cultivate community, Pray shall also make commercially reasonable efforts to promote Customer’s Customer Content through dedicated engagement activities on the Pray platform (including all Pray communication channels and surfaces), which is intended to expand the reach of Customer’s religious, educational, and charitable content.
2. PRAY Control; No Guarantees. PRAY has sole discretion and editorial control over all aspects of the Ads and their distribution, including format, creative treatment, copy, placement, positioning, frequency, targeting, duration, and the specific PRAY channels or surfaces on which the Ads may appear. PRAY may label Ads as “sponsored,” “promoted,” or similar and may decline to run or may remove any Ad for any reason (including compliance, quality, or policy reasons). PRAY does not guarantee any particular number of impressions, clicks, conversions, or other results.
3. License to Customer Content; Co-Branding. Customer hereby grants to PRAY a worldwide, non-exclusive, transferable license (with the right to sublicense through multiple tiers) during the Term to (a) use, reproduce, modify, adapt, reformat, perform, publish, transmit, display, distribute, and create derivative works from any Customer Content provided or made available by Customer (including profile pictures, biographical/profile information, marketing materials, and any other materials Customer has uploaded to the platform) for the purpose of creating, serving, optimizing, and reporting on the Ads; (b) engage in dedicated engagement activities on the Pray platform; and (c) use Customer’s name, logos, and trademarks in connection with the co-branding of the Ads and related promotional and engagement communications. Royalty payment schedules and reports relating to the licensed Customer Content are administered within the Pray Studio platform.
4. Customer Responsibilities. Customer (a) will timely provide all materials, information, and clearances necessary for PRAY to create and run the Ads in the format(s) and by the deadlines specified by PRAY; (b) will obtain all necessary rights, licenses, permissions, and consents to provide the Customer Content and to authorize Pray’s use as contemplated herein; and (c) will ensure that all Customer Content and marketing claims are lawful, truthful, accurate, and compliant with applicable law, including with any content or advertising policies provided by PRAY. Customer shall not be required to provide any services to Pray in connection with the Agreement. In no event will Customer be required or asked to take any action that would directly or indirectly constitute an endorsement of or otherwise promote the Pray platform.
5. Reporting. During the servicing term, PRAY will make engagement metrics and royalty reporting available to Customer through the Pray Studio platform. Any user-level information made available will be limited to what is permitted under the Agreement, applicable law, and PRAY's then-current privacy practices and policies; where required, such reporting may be de-identified or aggregated.
6. Suspension. PRAY may suspend or pause delivery of the Ads if Customer fails to provide required materials, if PRAY reasonably believes the Ads or Customer Content violate applicable law or PRAY’s policies, or to address security, integrity, or platform performance concerns.