Terms of Service

Who We Are

We are PrayOut Technology Group, LLC, which is comprised of several subsidiaries and affiliates, including but not limited to PrayOut.com, Inc. PrayOut Consulting, LLC and PrayOut Charities. PrayOut Technology Group, LLC utilizes websites, mobile websites, mobile apps, and web services. In the following Terms of Service, the Community Guidelines, and Privacy Statement we will refer to PrayOut Technology Group, LLC and its subsidiaries and affiliates as “PrayOut”.

Your Acceptance of Terms of Service

Please read these terms of service, our privacy policy, and community guidelines carefully. By registering an account or viewing, accessing, streaming, uploading or downloading any content or visiting, accessing, or using any of PrayOut’s apps, websites or any PrayOut products, software, data feeds, and services provided to you on, from, or through the PrayOut website or other PrayOut product (collectively the “Service”) you signify you have read, understand and agree to these Terms of Service, PrayOut’s Privacy Policy (found at www.prayout.com and incorporated herein by reference) and PrayOut’s Community Guidelines (found at www.prayout.com and also incorporated herein by reference). If you do not agree to any of the provisions set out in those documents please do not use the PrayOut Websites, Apps, or Services. You also agree that you are either 13 years of age or more, or you are under 13 years of age and agree to use the website under direct supervision of your parent(s)’ or legal guardian(s)’.

User’s under 13 years of age are subject to account suspension if the responsible parent or guardian requests suspension of your account.

Changes to Terms of Service

Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version at www.prayout.com. PrayOut may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. You will have no obligation to continue using the Service following any such modification or revision, but if you do not terminate your account as described in the Termination section below, your continued use of the Service will constitute your acceptance of the revised Terms of Use.

Service

These Terms of Service apply to all users of the Service, including users who are also contributors of Content on the Service. “Content” includes the text, audio recordings, links, documents, graphics, photos, sounds, music, videos, audiovisual combinations, and other materials you may view on, access through, or contribute to the Service. The Service includes all aspects of PrayOut, including but not limited to all products, software and services offered via the PrayOut apps, website, PrayOut products, software, data feeds, and services.

Third Party Links

The Service may contain links to third party websites that are not owned or controlled by PrayOut. PrayOut has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, PrayOut will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve PrayOut from any and all liability arising from your use of any third-party website.Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

Third Party Benefits

Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.

Description of the Service

The Service is a social prayer network. Registered users of the Service may submit, upload and post prayer related audio, text, comments, and other content, data or information (“Content”), which will be stored by PrayOut at the direction of such registered users, and may be shared and distributed by such registered users, and PrayOut, using appropriate tools and features provided on prayout.com accessible via the Website and Apps. The Service also enables registered users to interact with one another and to contribute to prayer activity, and discussions, and enables any user of the Website and Apps (who may or may not be registered users of the Service) to view, listen to, and share Content uploaded and made available by registered users.

We may, from time to time, release new tools and resources on the Website, release new versions of our Apps, or introduce other services and/or features for the Service. Any new services and features will be subject to these Terms of Use as well as any additional terms of use that we may release for those specific services or features.

Your PrayOut Account

In order to access some features of the Service, you will have to create a PrayOut account. When you register to use the Service, you will provide us with your email address, and will choose a password for your account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you choose to provide about yourself will be treated in accordance with our Privacy Policy.

• You are solely responsible for maintaining the confidentiality and security of your password, and you will remain responsible for all use of your password, and all activity emanating from your account, whether or not such activity was authorized by you.

• You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify PrayOut immediately of any breach of security or unauthorized use of your account. We recommend that you change your password at the earliest possible opportunity

• Although PrayOut will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of PrayOut or others due to such unauthorized use.

• We reserve the right to disallow, cancel, remove or reassign certain e-mails and passwords in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Service or our Community Guidelines, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

• You may terminate your account at any time as described in the Termination section below.

Your Use of the Service

While using the Service, you agree that if God does exist, you welcome God’s working through the Service and the Content to reveal the true nature of God’s love and plan to you and to encourage you to develop a close relationship with God as God is revealed to you. Subject to your strict compliance with these Terms of Service and our Community Guidelines, PrayOut grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Service in order to view Content uploaded and posted to the Website, to listen to audio Content streamed from the Service and to share or mark favorite audio Content using the features of the Service where the appropriate functionality has been enabled by the user who uploaded the relevant Service.

In addition, if you register to use the Service, and subject to your strict compliance with these Terms of Service and our Community Guidelines, PrayOut grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to:

i. Submit, upload or post Content to the Service strictly as permitted in accordance with these Terms of Service and any other applicable terms posted on the Website from time to time;

ii. Participate in the community areas and communicate with other members of the PrayOut community strictly in accordance with these Terms of Service and our Community Guidelines; and

iii. Use our Apps and other Services provided as part of the Service strictly as permitted in accordance with these Terms of Service and any other terms applicable to those Apps or Services from time to time.

The above licenses are conditional upon your strict compliance with these Terms of Service and our Community Guidelines, including, without limitation, the following:

You must not adapt, copy, republish, make available or otherwise communicate to the public, display, perform, transfer, share, distribute or otherwise use or exploit any Content on or from the Service, except (i) where such Content is Your Content, or (ii) as permitted under these privacy settings for each activity.

You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Service offering.

You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.

You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of Your Content on the Service, or to misrepresent your activity on the Service, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add friends to your account, play Content, friend or un-friend other

users, send messages, mark favorites, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Service.

Notwithstanding the foregoing, PrayOut grants the operators of public search engines permission to use spiders to copy materials from the website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. PrayOut reserves the right to revoke these exceptions either generally or in specific cases.

You must not alter or remove, attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Service or any Content appearing on the Service (other than Your Content).

You must not, and must not permit any third party to, copy or adapt the object code of the Website or any of the Apps or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Service, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.

You must not use the Service to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate on

the Service:

Any Content that is offensive, abusive, libelous, defamatory, obscene, intended to convey hate for a person or group of persons,racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in PrayOut’s reasonable discretion;

Any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or

Any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise illegal or unlawful in PrayOut’s reasonable opinion;

Any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which or might overburden, impair or disrupt the Service or servers or networks forming part of, or connected to, the Service, or which does or might restrict or inhibit any other user’s use and enjoyment of the Service; or

Any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or regulation. In your use of the Service, you will comply with all applicable laws.

You must not rent, sell or lease access to the Service. You must not rent, sell or lease access to any Content on the Service except for your Content.

You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.

You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any PrayOut employee or representative.

You must not use or attempt to use another person’s account, password, or other information.

You must not sell or transfer, or offer to sell or transfer, any PrayOut account to any third party without the prior written approval of PrayOut.

You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.

You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content.

You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by PrayOut; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of PrayOut’s servers, system or network or attempt to breach PrayOut’s data security or authentication procedures; attempt to interfere with any PrayOut website or the Services

by any means including, without limitation, hacking servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of PrayOut under these Terms of Service, PrayOut reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

Prohibited commercial uses do not include: uploading original content to PrayOut, or maintaining an original channel on PrayOut, to promote your business; or any use that PrayOut expressly authorizes in writing.

You agree to comply with the above conditions, and acknowledge and agree that PrayOut has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Service. This may include taking court action and/or reporting offending users to the relevant authorities.

If you use any PrayOut Service, you agree that it may automatically download and install updates from time to time from PrayOut. These updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.

You agree to receive such updates (and permit PrayOut to deliver these to you) as part of your use of the Service.

PrayOut reserves the right to discontinue any aspect of the Service at any time.

Your Use of Content

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.

The Content on the Service, and the trademarks, service marks and logos (“Marks”) on the Service, are owned by or licensed to PrayOut, subject to trademarks, copyright and other intellectual property rights under the law.

Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Service.

You shall not download any Content unless you see a link displayed by PrayOut on the Service for that Content.

You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.

You understand that when using the Service, you will be exposed to Content from a variety of sources, and that PrayOut is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content.

You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against PrayOut with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless PrayOut, its owners, operators, and employees to the fullest extent allowed by law regarding all matters related to your use of the Service.

Your Content and Conduct

Any and all audio, text, documents, photos, pictures, graphics, sounds, music videos, audiovisual combinations, comments, and other content, data or information that you upload, store, transmit, submit, exchange or make available to or via the Service (hereinafter “Your Content”) is generated, owned and controlled solely by you, and not by PrayOut.

You understand that PrayOut does not guarantee any confidentiality with respect to any Content you submit.

You shall be solely responsible for the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; however, by submitting Content to PrayOut, you hereby grant PrayOut a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the Content in connection with the Service and PrayOut’s business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels so long as you are not personally identified.

You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, display and access such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you are perpetual and irrevocable.

PrayOut does not claim any ownership rights in Your Content, and you hereby expressly acknowledge and agree that Your Content remains your sole responsibility.

PrayOut does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and PrayOut expressly disclaims any and all liability in connection with Content.

PrayOut does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and PrayOut will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. PrayOut reserves the right to remove Content without prior notice.

You further agree that you will not submit to the Service any Content or other material that is contrary to the PrayOut Community Guidelines or these Terms of Service currently found at www.prayout.com, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.

Grant of License

By uploading or posting Your Content to the Service, you initiate an automated process to transcode any audio Content and direct PrayOut to store Your Content on our servers. By uploading Your Content to the Service, you also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up, license to other users of the Service, to use, repost, comment about, favorite, publicly display, make available and otherwise communicate to the public, Your Content utilizing the features of the Service from time to time. Depending on the features and the version of the mobile app you have you may be able to limit and restrict the availability of Your Content to other users of the Service, subject to the provisions of the Disclaimer section below. Notwithstanding the foregoing, nothing in these Terms of Service grants any rights to any other user of the Service with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of Your Content (for example, your profile picture) (“Marks”), other than the right to publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of commenting on, favoriting, or reposting audio, with which you have associated those Marks.

The licenses granted in this section are granted separately with respect to each item of Your Content that you upload to the Service. Licenses with respect to comments or other contributions that you make on the Service will be perpetual and irrevocable, and will continue notwithstanding any termination of your account. Any Content other than Your Content is the property of the relevant Uploader and/or owner, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Service from time to time and within the parameters set by the User and/or owner on the Service or with the express written consent of the User and/or owner. Where you repost another user’s Content you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant original User and/or owner.

Disclaimer

You hereby represent and warrant to PrayOut as follows:

THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE WEBSITE, THE APPS AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE, THE APPS OR OTHERWISE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.

YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PrayOut, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. PrayOut MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY OF PRAYOUT’S WEBSITES’ OR MOBILE APPLICATIONS’ (CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE) AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. PRAYOUT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PRAYOUT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. WHILST PrayOut USES REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICE AS SOON AS POSSIBLE ONCE THEY HAVE BEEN BROUGHT TO PRAYOUT’S ATTENTION, PRAYOUT MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE WEBSITE, THE APPS, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. PRAYOUT DOES NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE SERVICE OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PRAYOUT DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE SERVICE WILL BE SECURE OR THAT ANY ELEMENTS OF THE SERVICE DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN ANY PARTICULAR LOCATION, WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

Representations and Warranty

Your Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize PrayOut to use, Your Content pursuant to these Terms of Service, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Websites, apps, any and all Services and any Linked Services.

Your Content and the availability thereof on the Service does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Service and via any Linked Services.

Your Content, including any comments that you may post on the Website, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.

Your Content does not and will not create any liability on the part of PrayOut, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or members.

PrayOut reserves the right to remove Your Content, suspend or terminate your access to the Service and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person’s rights or violates any law, rule or regulation.

Liability for Content

You hereby acknowledge and agree that PrayOut (i) stores Content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Service, and to the extent permissible by law, PrayOut excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.

You hereby acknowledge and agree that PrayOut cannot and does not review the Content created or uploaded by its users, and neither PrayOut nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and members has any obligation, and does not undertake or assume any duty, to monitor the Service for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Service or applicable law. PrayOut and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and members hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Service by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Service. By using the Service, you irrevocably waive the right to assert any claim with respect to any of the foregoing against PrayOut or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or members.

Third Party Websites and Services

The Service may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, Linked Services (hereinafter “External Services”).

PrayOut does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, PrayOut does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.

External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements to those operated by PrayOut with respect to the Service. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable enquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.

You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.

PrayOut disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against PrayOut with respect to the content or operation of any External Services.

Blocking and Removal of Content

Notwithstanding the fact that PrayOut has no legal obligation to monitor the Content on the Service, PrayOut reserves the right to block, remove or delete any Content at any time, and to limit or restrict access to any Content, for any reason and without liability, including without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Service, our Community Guidelines or applicable law, or is otherwise unacceptable to PrayOut.

Please also note that individual Users/Uploaders have control over the audio Content that they store in their account from time to time, and may remove any or all audio Content or other Content without notice. You have no right of continued access to any particular item of Content and PrayOut shall have no liability in the event that you are unable to access an item of Content due to its removal from the Service, whether by PrayOut or the relevant User/Uploader.

Limitations of Liabilities

IN NO EVENT SHALL PRAYOUT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM (I) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) ANY PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION, CESSATION, OR ANY CHANGES MADE TO THE SERVICE OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (V) ANY FAILURE TO PROVIDE PRAYOUT WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL.THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE MUST BE NOTIFIED TO PRAYOUT AS SOON AS POSSIBLE. YOU SPECIFICALLY ACKNOWLEDGE THAT PRAYOUT SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE SERVICE IS CONTROLLED AND OFFERED BY PRAYOUT FROM ITS FACILITIES IN THE UNITED STATED OF AMERICA. PRAYOUT MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

Indemnifications

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless PrayOut (any and all PrayOut businesses), officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service or Community Guidelines; (iii) any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Service, and/or your making available thereof to other users of the Service, and/or the actual use of Your Content by other users of the Service or Linked Services in accordance with these Terms of Service and the parameters set by you with respect to the distribution and sharing of Your Content or; (iv) any claim that your Content caused damage to a third party; or (v) any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of PrayOut. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.

Data Protection, Privacy and Cookies

All personal data that you provide to us in connection with your use of the Service is collected, stored, used and disclosed by PrayOut in accordance with our Privacy Policy. In addition, in common with most online services, we use cookies to help us understand how people are using the Service, so that we can continue to improve the service we offer. Cookies are used for the user’s convenience and tracking will not be utilized nor will data be shared. By accepting these Terms of Use and using the Service, you also accept the terms of the Privacy Policy and our use of cookies.

Changes to Service, Accounts and Pricing

PrayOut reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the service or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only.

You hereby agree that PrayOut and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and members shall not be liable to you or to any third party for any changes or modifications to the Website, Apps and/or any Services that PrayOut may wish to make available from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

PrayOut reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes.

Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms.

PrayOut may change the features of any type of account, may withdraw or, or introduce new features, products or types of accounts at any time and for any reason, and may change the prices charged for any of its accounts from time to time.

PrayOut intends to remain a free service indefinitely. If we are required to charge for the service we will give as much notice as possible, but not less than 90 days notice to all users of any charges for use.

You will have no obligation to continue using the Service following any such notification or changes, but if you do not terminate your account as described in the Termination section below you will be subject to a restriction to services available on the free version.

Termination

A. PrayOut will terminate a user’s access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer.

B. PrayOut reserves the right to decide whether Content violates these Terms of Service, Privacy Policy, Community Guidelines, or any other legal notices published by PrayOut on the Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. PrayOut may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user’s account for submitting such material in violation of these Terms of Service.

C. You can terminate your use of the service through a link on www.prayout.com.

D. You are advised to save or back up any material that you have uploaded to your account before terminating your account, as PrayOut assumes no liability for any material that is irretrievably deleted following any termination of your account. PrayOut is not able to provide you with any file of data relating to activity associated with your account, whether before or after termination or cancellation.

E. If you access the Service via any of our Apps, deleting that app may not delete your account. If you wish to delete your account, you may need to do so from the Account page on the Website.

Assignment to Third Parties

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by PrayOut without restriction.

PrayOut may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of PrayOut. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of PrayOut.

Severability

Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Service, which will remain in full force and effect.

No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and PrayOut’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

Entire Agreement

These Terms of Service, together with the Community Guidelines, and Privacy Policy, any other legal notices published by PrayOut on the Service (located at www.prayout.com) constitute the entire agreement between you and PrayOut with respect to your use of the Service.

Third Party Rights

These Terms of Use are not intended to give rights to anyone except you and PrayOut. This does not affect our right to transfer our rights or obligations to a third party as described in the Assignment to Third Parties section.

Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

Applicable Law and Jurisdiction

You agree that: (i) the Service shall be deemed solely based in Oklahoma; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over PrayOut, either specific or general, in jurisdictions other than Oklahoma. These Terms of Service shall be governed by the internal substantive laws of the State of Oklahoma, without respect to its conflict of laws principles. Any claim or dispute between you and PrayOut that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Oklahoma County, Oklahoma.

YOU AND PRAYOUT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Digital Millennium Copyright Act

A. If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

PrayOut’s designated Copyright Agent’s mailing address to receive notifications of claimed infringement is: 11809 Blue Bell Ave., Oklahoma City, OK 73162,

email: josh@prayout.com. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to PrayOut customer service at mail@prayout.com. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

B. Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:

Your physical or electronic signature;

Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;

A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and

Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Oklahoma County, Oklahoma, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, PrayOut may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at PrayOut’s sole discretion.