Terms of use

 WatchNPray Terms and Conditions
This agreement (the "Agreement") is a binding agreement between the individual or the entity
identified in WatchNPray account ("The WatchNPray Account holder" or "account owner") and The
Content Management LLP.
This Agreement provides the terms and conditions of the WatchNPray Account holder’s participation in
the WatchNPray self-publishing and distribution program (the "Program") and The WatchNPray Account
holder’s distribution of Digital Christian Video Content through the Program (all such content, "DCVC").
1 Agreement Acceptance. The WatchNPray Account holder accepts this Agreement and agrees to be
bound by its terms by either (a) clicking agree or accept where The WatchNPray Account holder given
the option to do so or (b) by using the Program, or any part of it. If the WatchNPray Account holder
doesn’t accept the terms, The WatchNPray Account holder is consequently not entitled to use the
Program. If the account owner is an entity, the person who accepts this Agreement represents and
warrants that he or she is entitled to enter this Agreement as an authorized representative of that entity
and to binds it to the terms of this Agreement.
2 Agreement Amendment. The Program will change over time and the terms of this Agreement will
need to change over time as well. We reserve the right to change the terms of this Agreement at any
time in our sole discretion. We will give the WatchNPray Account holder notice of the changes by
posting new terms in place of the old.
3 Term and Termination
The term of this Agreement will begin upon The WatchNPray Account holder’s acceptance of it and will
continue until it is terminated by us or by The WatchNPray Account holder. We are entitled to terminate
this Agreement and the WatchNPray Account holder's access to WatchNPray account at any time.
4 WatchNPray Account Eligibility and Registration
4.1 Eligibility. The WatchNPray Account holder shall have an active WatchNPray account for them to
participate in the Program. The WatchNPray Account holder agrees that they are at least 18 years old
and that they can form a legally binding contract. A parent or guardian of a minor can open a
WatchNPray account and be the account owner of the minor’s DCVC.
4.2 WatchNPray Account Information; The WatchNPray Account holder shall ensure that all information
they provide in connection with establishing the account, such as The WatchNPray Account holder’s
name and email, is accurate when the Account holder provided it, and that they shall keep it up to date
as long as they use the Platform. The WatchNPray Account holder will not use false identities or
impersonate any other person or use a username or password they are not authorized to use. The
WatchNPray Account holder authorizes us, directly or through third parties, to make any inquiries we
consider appropriate to verify account information they provide. The WatchNPray Account holder also
consents to us sending them emails relating to the Program and other opportunities from time to time.
4.3 Account Security. The WatchNPray Account holder is solely responsible for safeguarding and
maintaining the confidentiality of their account’s username and password and are responsible for all
activities that occur under the account, whether or not the WatchNPray Account holder has authorized
the activities. The WatchNPray Account holder may not permit any third party to use the Program
through their account and will not use the account of any third party. The WatchNPray Account holder
agrees to immediately notify The Content management LLP of any unauthorized use of The WatchNPray
Account username, password, or account.
5 DCVC Distribution Rights.
5.1 DCVC Delivery, Acceptance, and Withdrawal.
5.1.1 Delivery. The WatchNPray Account holder shall provide to us, at their own expense each DCVC
they desire to distribute through the platform. We will not return to The WatchNPray Account holder
any electronic files or physical content or media The Account holder delivers to us in connection with
the Program. The WatchNPray Account holder shall deliver all electronic files free and clear of viruses,
worms, and other potentially harmful or disrupting code.
5.1.2 Content Requirements. The WatchNPray Account holder shall ensure that all DCVC complies with
our Program Policies for content at the time it is submitted to us. If The WatchNPray Account holder
discovers that what they have submitted does not comply, they then shall immediately withdraw the
content by un-publishing it or by re-publishing content that complies with the Program procedures for
DCVC withdrawal or re-publishing. We are entitled to remove or modify the metadata and product
description the Account holder provides for any reason, including if we determine that it does not
comply with our content requirements. We may also remove all or any part of The WatchNPray Account
holder’s DCVC’s cover art for any reason, including if we determine that it does not comply with our
content requirements. The WatchNPray Account holder may not include in any DCVC any
advertisements or other content that is primarily intended to advertise or promote products or services.
The WatchNPray Account holder shall ensure that all metadata is current, complete, and accurate. If the
WatchNPray Account holder discovers that any metadata is inaccurate or incomplete, The Account
holder shall promptly submit corrected metadata.
5.1.3 DCVC Rejection. We are entitled to determine what content we accept and distribute through the
Program at our sole discretion. If we request that The WatchNPray Account holder provide additional
information relating to the DCVCs, such as information confirming that The WatchNPray Account holder
has all rights required to permit our distribution of the DCVCs, The Account holder will promptly provide
the information requested and will represent and warrant that any information and documentation they
provide to us in response to such a request will be current, complete, and accurate. The WatchNPray
Account holder authorizes us, directly or through third parties, to make any inquiries we consider
appropriate to verify their rights to permit our distribution of the DCVCs and the accuracy of the
information or documentation they provide to us concerning those rights.
5.1.4 DCVC Withdrawal. The WatchNPray Account holder may withdraw their DCVCs from further
Transactional Video-on-demand at any time. Nonetheless, all withdrawals of DCVCs will apply
prospectively only and not concerning any customers who purchased the DCVCs before the date of
removal.
5.1.5 Reformatting. We may, at our discretion, reformat The WatchNPray Account holder’s DCVCs, and
The Account holder acknowledges that unintentional errors may occur in the process of such
reformatting. If any such errors do occur, The WatchNPray Account holder may remove the affected
DCVC from further Transactional videos on demand DCVCs. We may also, at our discretion, correct any
errors existing in a DCVC file as The WatchNPray Account holder deliver it to us.
5.2 Marketing and Promotion, Reviews, Rending DCVCs, and Optional Programs and Services.
5.2.1 Marketing and Promotion. We will have sole discretion in determining all marketing and
promotions related to your DCVCs through the Program and may, without limitation, market and
promote the DCVCs by making chapters or portions of the DCVCs available to prospective customers
without charge, and by permitting prospective customers to see excerpts of the DCVCs in response to
search queries. We will not owe The WatchNPray Account holder any fees for any marketing or
promotional efforts. The WatchNPray Account holder acknowledges that we have no obligation to
market, distribute, or offer for paid account subscription or paid DCVC, or to continuing marketing,
distributing, or selling a DCVC after we have commenced doing so.
5.2.2 Reviews. The WatchNPray Account holder is subject to the same guidelines as any other viewer
contributing a review to The Content management LLP website. We reserve the right to remove any
review that violates our guidelines.
5.2.3 Renting DCVCs. The renting of the DCVC program enables viewers to rent DCVC to subject to
limitations we establish from time to time.
5.3 Pricing.
5.3.1 The WatchNPray Account holder’s Subscription and paid DCVC Price. The price the WatchNPray
Account holder set is at their discretion, we however advise that the price be set at a reasonable market
price to enable many viewers to access the DCVC as the main reason for such content is to spread the
word of God and not primarily for business.
5.3.2 Currency Conversion. The WatchNPray Account holder will have a single currency [ Kenya Shilling].
We may convert the currency to other currencies at an exchange rate we determine. We may
periodically update the converted currency.
5.4 Royalties and Payments.
5.4.1 Royalties. If The WatchNPray Account holder is not in breach of The WatchNPray Account holder
obligations under this Agreement, for each DCVC subscribed to or paid by a viewer, The Content
management LLP will pay The WatchNPray Account holder the applicable Royalty of not more than 70
percent.
5.4.2 When We Pay The WatchNPray Account holder. The Content management LLP will pay Royalties
due on DCVC payments and subscription approximately 30 days following the end of the calendar
month during which the payments were made. The payments will only be made only if the account
balance exceeds 50 Dollars [$50].
5.4.3 Payment Policies. We may require The WatchNPray Account holder to provide certain information
such as register account with a valid PayPal email address. We may establish other payment policies
from time to time, such as minimum payment amounts for different payment methods and check fees.
5.4.4 Payment Disputes. The WatchNPray Account holder may not bring a suit or other legal proceeding
against us about any statement unless The WatchNPray Account holder brings it within six months after
the date the statement is available. Any such proceeding will be limited to a determination of the
number of monies, if any, payable by us to The WatchNPray Account holder for the accounting periods
in question, and The WatchNPray Account holder's sole remedy will be the recovery of those monies
with no interest.
5.4.5 Offsets, etc. We can withhold Royalties and offset them against future payments as indicated
below. Our exercise of these rights does not limit other rights we may have to withhold or offset
Royalties or exercise other remedies.
• If a third party asserts that The WatchNPray Account holder did not have all rights required to make
one of The WatchNPray Account holder DCVCs available through the Program, we may hold all Royalties
due to The WatchNPray Account holder until we reasonably determine the validity of the third party
claim. If we determine that The WatchNPray Account holder did not have all of those rights or that The
WatchNPray Account holder has otherwise breached The WatchNPray Account holder representations
and warranties, we will not owe The WatchNPray Account holder Royalties for that DCVC and we may
offset any of those Royalties that were previously paid against future Royalties, or require The
WatchNPray Account holder to remit them to us.
• Upon termination of this Agreement, we may withhold all Royalties due for three months from the
date they would otherwise be payable for The WatchNPray Account holder to ensure our ability to offset any refunds or other offsets we are entitled to take against the Royalties.
• If we terminate this Agreement because The WatchNPray Account holder has breached The
WatchNPray Account holder's representations and warranties, The WatchNPray Account holder forfeit
all Royalties not yet paid to The WatchNPray Account holder. If after we have terminated The
WatchNPray Account holder account The WatchNPray Account holder opens a new account without our
express permission, we will not owe The WatchNPray Account holder any Royalties through the new
account.
• If we determine in our sole discretion that deceptive, fraudulent, or illegal activity has occurred
concerning The WatchNPray Account holder DCVCs or The WatchNPray Account holder Program
account, then we may permanently withhold payments to The WatchNPray Account holder, and we may
offset any payments previously paid against future payments or require The WatchNPray Account
holder to remit them to us. We will use these funds to offset the costs of The Content Management
LLP’s enforcement efforts and/or to compensate third parties harmed by deceptive, fraudulent, or illegal
conduct.
5.4.6 Taxes. The Content management LLP (or their affiliates) are responsible for collecting and
remitting any taxes imposed on their respective sales of DCVCs to viewers. The WatchNPray Account
holder is responsible for any income or other taxes due and payable resulting from payments to The
WatchNPray Account holder by The Content management LLP under this Agreement. Accordingly,
unless otherwise stated, the amounts due to The WatchNPray Account holder hereunder are inclusive of
any taxes that may apply to such payments. The Content management LLP maintains the right, however,
to deduct or withhold any applicable taxes from amounts due by them to The WatchNPray Account
holder, and the amounts due, as reduced by those deductions or withholdings, will constitute full
payment and settlement to The WatchNPray Account holder.
5.5 Rights Clearances and Rights Dispute Resolution. The WatchNPray Account holder will obtain and
pay for any necessary clearances and licenses for the DCVCs to permit our exercise of the rights granted
under this Agreement without any further payment obligation by us, including, without limitation, all
royalties and other income due to any copyright owner. If The WatchNPray Account holder notifies us
through the procedure we provide on the applicable The Content management LLP Property for making
claims of copyright infringement that a third party has made a DCVC available for distribution through
the Program (or for distribution in a particular territory through the Program) that The WatchNPray
Account holder has the exclusive right to make available under the Program, then, upon The
WatchNPray Account holder’s request and after verification of The WatchNPray Account holder’s claim,
we will pay The WatchNPray Account holder the Royalties due in connection with any sales of the DCVC
through the Program and will remove the DCVC from future sale through the Program, as The
WatchNPray Account holder’s sole and exclusive remedy.
5.6 Representations, Warranties, and Indemnities. The WatchNPray Account holder represent and
warrant that: (a) The WatchNPray Account holder have the full right, power and authority to enter into
and fully perform this Agreement and will comply with the terms of this Agreement; (b) prior to The
WatchNPray Account holder or The WatchNPray Account holder’s designee's delivery of any content,
The WatchNPray Account holder will have obtained all rights that are necessary for the exercise the
rights granted under this Agreement; (c) neither the exercise of the rights authorized under this
Agreement nor any materials embodied in the content nor its sale or distribution as authorized in this
Agreement will violate or infringe upon the intellectual property, proprietary or other rights of any
person or entity, including, without limitation, contractual rights, copyrights, trademarks, common law
rights, rights of publicity, or privacy, or moral rights, or contain defamatory material or violate any laws
or regulations of any jurisdiction; (d) The WatchNPray Account holder will ensure that all DCVCs
delivered under the Program comply with the technical delivery specifications provided by us; (e) The
WatchNPray Account holder will be solely responsible for accounting and paying any co-owners or coadministrators of any DCVC or portion thereof any royalties with respect to the uses of the content and
their respective shares, if any, of any monies payable under this Agreement; and (f) The WatchNPray
Account holder will not attempt to exploit our service [The Content management LLP programs]. To the
fullest extent permitted by applicable law, The WatchNPray Account holder will indemnify, defend and
hold The Content management LLP, its officers, directors, employees, affiliates, subcontractors, and
assigns harmless from and against any loss, claim, liability, damage, action or cause of action (including
reasonable attorneys' fees) that arises from any breach of The WatchNPray Account holder’s
representations, warranties or obligations outlined in this Agreement. We will be entitled, at our
expense, to participate in the defense and settlement of the claim or action with counsel of our
choosing.
6 Ownership and Control of The Content management LLP Properties/ Feedback. Subject to the
authorizations The WatchNPray Account holder grant to us under this Agreement, as between us and
The WatchNPray Account holder, The WatchNPray Account holder retain all ownership rights in and to
the copyrights and all other rights and interest in and The WatchNPray Account holder’s DCVCs. We
retain all ownership rights in and to the copyrights and all other rights and interests in and to the
Program, The Content management LLP Properties, and any materials we use or provide to The
WatchNPray Account holder for use relating to The WatchNPray Account holder’s DCVC. We are solely
responsible for and will have full discretion concerning the terms, features, and operation of the
Program and The Content management LLP Properties and related marketing, but our use of the DCVCs
will be subject to the terms of this Agreement. If The WatchNPray Account holder elect to provide
suggestions, ideas, or other feedback to The Content management LLP or any of its affiliates in
connection with The Content management LLP’s Properties or the Program ("Feedback"), The Content
management LLP and its affiliates will be free to use and exploit the same in any manner without
restriction and without any need to compensate The WatchNPray Account holder. This Agreement does
not grant The WatchNPray Account holder any license or other rights to any intellectual property or
technology owned or operated by us or any of our affiliates, including, without limitation, any
trademarks or trade names. Nothing in this Agreement restricts any rights we may have under
applicable law or a separate permission.
7 Confidentiality. The WatchNPray Account holder will not, without our express, prior written
permission: (a) issue any press release or make any other public disclosures regarding this Agreement or
its terms; (b) disclose The Content management LLP’s Confidential Information (as defined below) to any
third party or to any employee other than an employee who needs to know the information, or (c) use
The Content management LLP’s Confidential Information for any purpose other than the performance of
this Agreement. The WatchNPray Account holder may however disclose The Content management LLP’s
Confidential Information as required to comply with applicable law, provided The WatchNPray Account
holder: (i) give us prior written notice sufficient to allow us to seek a protective order or other
appropriate remedies; (ii) disclose only that The Content management LLP’s Confidential Information as
is required by applicable law; and (iii) use reasonable efforts to obtain confidential treatment for any of
The Content management LLP’s Confidential Information so disclosed. "The Content Management LLP
Confidential Information" means (1) any information regarding The Content Management LLP, its
affiliates, and their businesses, including, without limitation, information relating to our technology,
customers, business plans, promotional and marketing activities, finances, and other business affairs, (2)
the nature, content, and existence of any communications between The WatchNPray Account holder
and us, and (3) any sales data relating to the sale of DCVCs or other information we provide or make
available to The WatchNPray Account holder in connection with the Program. The Content management
LLP’s Confidential Information does not include information that (A) is or becomes publicly available
without breach of this Agreement, (B) The WatchNPray Account holder can show by documentation to
have been known to The WatchNPray account holder at the time The WatchNPray Account holder
receive it from us, (C) The WatchNPray Account holder receives from a third party who did not acquire
or disclose such information by a wrongful or tortious act, or (D) The WatchNPray Account holder can
show by documentation that The WatchNPray Account holder has independently developed without
reference to any of The Content management LLP’s Confidential Information. Without limiting the
survivability of any other provision of this Agreement, this Section 7 will survive three years following
the termination of this Agreement.
8 Limitation of Liability. THE PROGRAM IS PROVIDED "AS IS." WE WILL IN NO EVENT BE LIABLE FOR ANY
LOSS OF DATA, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL,
INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR concerning THIS AGREEMENT, OR
FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER, CAUSED AND
REGARDLESS OF THEORY OF LIABILITY. IN NO EVENT WILL OUR LIABILITY UNDER THIS AGREEMENT
EXCEED THE AMOUNT OF FEES DUE AND PAYABLE BY THE CONTENT MANAGEMENT LLPUNDER THIS
AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING THE CLAIM. WE SPECIFICALLY DISCLAIM,
WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF
US IN CONNECTION WITH THIS AGREEMENT, ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING
BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. PUBLISHER ACKNOWLEDGES AND AGREES THAT THE CONTENT
MANAGEMENT LLPCANNOT ENSURE THAT DCVCS SUBMITTED BY OR ON BEHALF OF PUBLISHER WILL BE
PROTECTED FROM THEFT OR MISUSE OR THAT CUSTOMERS WILL COMPLY WITH ANY CONTENT USAGE
RULES THE CONTENT MANAGEMENT LLPMAY MAKE APPLICABLE IN CONNECTION WITH USE OF DCVCS,
AND THE CONTENT MANAGEMENT LLPWILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY
SECURITY SYSTEM OR PROCEDURE OR OF ANY CUSTOMER TO COMPLY WITH ANY CONTENT USAGE
RULES. WATCHNPRAY RELIES ON COMPLEX SYSTEMS AND PROCESSES. WE STRIVE TO MAKE OUR
SYSTEMS AND PROCESSES ERROR-FREE AND EFFICIENT, BUT WE CANNOT GUARANTEE THAT THEY WILL
BE, AND WE WILL HAVE NO LIABILITY ARISING FROM SYSTEM OR PROCESS FAILURES, INTERRUPTIONS,
INACCURACIES, ERRORS OR LATENCIES.
9 Force Majeure. The Content management LLP will not be liable to The WatchNPray Account holder for
any failure or delay in the performance of its obligations under this Agreement caused by any event or
circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection,
fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions.
10 General Legal Provisions.
10.1 Disputes. Any dispute or claim relating in any way to this Agreement will be resolved by binding
arbitration, rather than in court, except that The WatchNPray Account holder may assert claims in small
claims court if The WatchNPray Account holder claims qualify. The United States Federal Arbitration Act
and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court
review of an arbitration award is limited. However, an arbitrator can award on an individual basis the
same damages and relief as a court (including injunctive and declaratory relief or statutory damages)
and shall follow the terms of this Agreement as a court would. To begin an arbitration proceeding, The
WatchNPray Account holder shall send a letter requesting arbitration and describing The WatchNPray
Account holder’s claim to our US address at The Content Management Company LLC, a company
operating under the laws of Maryland, located at 1122 Harford Town Dr. Abingdon MD 21009 USA. The
arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules.
The AAA's rules are available at www.adr.org or by calling 1-800-778-7879 (in the United States).
Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules. We will
reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims
are frivolous. Likewise, The Content management LLP will not seek attorneys’ fees and costs in
arbitration unless the arbitrator determines the claims are frivolous. The WatchNPray account holder
may choose to have the arbitration conducted by telephone, based on written submissions, or in person
in the United States county where The WatchNPray Account holder lives or at another mutually agreed
on location. The WatchNPray Account holder and we each agree that any dispute resolution
proceedings will be conducted only on an individual basis and not in a class, consolidated or
representative action. If for any reason a claim proceeds in court rather than in arbitration The
WatchNPray Account holder and we each waive any right to a jury trial. The WatchNPray Account holder
or we may bring suit in court on an individual basis only, and not in a class, consolidated or
representative action, to apply for injunctive remedies.
10.2 Applicable Law. The United States Federal Arbitration Act, applicable United States federal law, and
the laws of the state of Maryland, USA, without regard to principles of conflict of laws, will govern this
Agreement and any dispute of any sort that might arise between The WatchNPray Account holder and
The Content management LLP relating to this Agreement or the Program.
10.3 Other Legal provisions. This Agreement may not be amended, except in writing signed by both
parties or as provided in Section 2 above. If any provision of this Agreement is held invalid by a court or
other tribunal with jurisdiction over the parties to this Agreement, that provision will be deemed to be
restated to reflect as nearly as possible the original intentions of the parties by applicable law, and the
remainder of this Agreement will remain in full force and effect. The parties to this Agreement are
independent contractors. Each party will bear its own costs and expenses in performing this Agreement.
The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the
party's rights to subsequently enforce the provision. Any of The Content management LLP affiliates may
join as a party to this Agreement and will notify The WatchNPray Account holder if it does. The joining
The Content management LLP affiliate will be entitled to exercise the rights The WatchNPray Account
holder grant under this Agreement. Each of The Content management LLP party is severally liable for its
own obligations under this Agreement and is not jointly liable for the obligations of other of The Content
management LLP parties. Neither party may assign any of its rights or obligations under this Agreement,
whether by operation of law or otherwise, without the prior written consent of the other, except that
(a)The Content management LLP may assign any of its rights and obligations under this Agreement
without consent and (b) The WatchNPray Account holder may assign all of The WatchNPray Account
holder’s rights and obligations under this Agreement to any corporation or other entity without consent
in connection with the sale of all or substantially all of The WatchNPray Account holder’s assets, but The
WatchNPray Account holder shall give The Content management LLP written notice of the assignment
no later than ten (10) business days following the assignment. Subject to the foregoing limitation, this
Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns. This Agreement constitutes the entire agreement between the
parties concerning its subject matter, supersedes any and all prior or contemporaneous agreements
between the parties with respect to its subject matter, and does not confer upon any other person
other than the parties any rights or remedies. The WatchNPray Account holder consent to the use of
electronic means to complete this Agreement and to provide The WatchNPray Account holder with any
notices we give The WatchNPray Account holder concerning this Agreement. To be effective, any notice
given by a party under this Agreement shall be in writing and delivered (i) if by The Content
management LLP party, via email, via a posting on the Program website or via a message through The
WatchNPray Account holder’s Program account, or (ii) if by The WatchNPray Account holder to The
Content management LLP via email to watchnpray.life . Notices will be effective and deemed
received on the date transmitted or posted.