Partner Agreement for Diocese of Brooklyn and allied organizations of the Diocese of Brooklyn
Effective December 5, 2025
DeSales Media is a nonprofit media organization within the Diocese of Brooklyn that partners with parishes, schools, and diocesan groups to reach and engage the 1.4 million Catholics in Brooklyn and Queens to foster a flourishing, active Catholic community through the development and use of media content and distribution tools and services.
DeSales and Partner, intending to be legally bound, hereby agree as follows:
1. Products and Services.
1.1 Agreement for Products and Services. DeSales shall provide and the Partner hereby engages DeSales to provide one or more of the following products or services in accordance with a completed application: A. Products (i) technical hardware including but not limited to iPads, networking equipment; B. Services: web development services, VoiP phone system, content creation, and other relevant services as more fully described in the Schedules hereto.
The following Schedules are expressly applicable to, and incorporated into, this Agreement (along with such other Schedules as may be applicable to the services provided pursuant to this Agreement from time to time). Partner shall initial below next to each applicable Schedule describing services for which Partner wishes to subscribe as of the date hereof.
For the avoidance of doubt, each executed Schedule and SOW shall, upon execution, be deemed incorporated into and governed by this Agreement.
1.2 DeSales Guidelines. As part of DeSales continuation of providing the Services, neither the Partner nor any Authorized User (as defined in Schedule A or B) shall: (i) license, sublicense, transfer, sell, resell, rent, lease, distribute, time share, assign, share or otherwise commercially exploit or make available to any third party, other than to Authorized Users or as otherwise expressly contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of DeSales’ platform; (vi) attempt to gain unauthorized access to DeSales’ platform or related systems or networks; (vii) access the Services if Partner is a direct competitor of DeSales; (viii) modify, copy, create derivative works decompile or reverse engineer any proprietary or Confidential Information (defined below) of DeSales; (ix) frame or mirror any content forming part of the Hosting Service; or (x) access the Services in order to: (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Services.
Product Ownership. Unless otherwise explicitly stated, all products and services provided under this agreement shall remain the property of DeSales Media.
1.3 Third Party Products and Services. Any acquisition by Partner of third-party products or services, including, but not limited to, Third Party Applications (defined below) and implementation, customization, and other consulting services, and any exchange of data between Partner and any third-party provider, is solely between Partner and the applicable third-party provider. For purposes of this Section, “Third Party Applications” shall mean any online, internet based, mobile, and offline applications or other software products or services that are (i) provided by third parties and (ii) accessed or interoperated with the Services provided to Partner. DeSales does not warrant or support third-party products or services. If Partner installs or enables Third Party Applications for use with the Services, Partner acknowledges that DeSales may allow providers of those Third Party Applications to access to Partner Data (as defined in Schedule A or B) as required for the interoperation of such Third Party Applications with the Services. DeSales shall not be responsible for any disclosure, modification or deletion of Partner Data resulting from any such access by Third Party Application providers.
1.4 Security. Each party agrees (i) it shall maintain information security measures designed to protect Partner Data from unauthorized disclosure or use, and (ii) it shall, upon request, provide the other party with information regarding such security measures upon the reasonable request of such party and promptly provide the requesting party with information regarding any failure of such security measures or any security breach related to Partner Data. Partner acknowledges and agrees that DeSales uses third-party providers to host or support the Services.
1.5 Unauthorized Use. Partner shall promptly notify DeSales of any unauthorized use of the Services. Partner shall cooperate with DeSales in identifying the source of and remedying any damages in connection with any unauthorized use.
1.6 Service Modifications. DeSales may, in its discretion, implement changes to the Services. In such case, DeSales shall endeavor to provide notice to Partner of any material change in the Services.
1.7 Savings Clause: Partner’s Failure to Meet Its Responsibilities. Notwithstanding any other term of this agreement, Partner acknowledges that DeSales’s services are reliant on Partner meeting all of Partner’s responsibilities in this agreement (Including the limitations the schedules hereto). DeSales is excused from failure to perform any services and/or damages due to Partner’s failure to meet any of Partner’s responsibilities in this agreement and any applicable schedule.
2. Fees.
2.1 Payment. Partner shall pay to DeSales the fees described in the Schedule(s) and reflected on an
invoice from DeSales. DeSales may, at any time, adjust prices by issuing a notice to Partner. Such price adjustment shall take effect no earlier than sixty (60) days from the date of the last invoice sent to Partner. Partner may terminate this Agreement on sixty (60) days’ notice to the extent Partner does not agree to the price adjustment, provided that DeSales does not in its sole discretion cancel such price adjustment during the notice period.
2.2 Taxes. Unless otherwise expressly provided, DeSales’ fees do not include any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value added, use or withholding taxes (collectively, “Taxes”). Partner is responsible for paying all Taxes associated with Partner’s purchases hereunder, excluding taxes based on DeSales’ net income or property. If DeSales has the legal obligation to pay or collect Taxes for which Partner is responsible under this Section, the appropriate amount shall be invoiced to and paid by Partner, unless Partner provides DeSales with a valid tax exemption certificate authorized by the appropriate taxing authority.
3. Term and Termination.
3.1 Term of Agreement. Unless earlier terminated pursuant to Section 3.2, the term of this Agreement commences on the Effective Date and expires upon the first anniversary of the Effective Date (the “Term”) or unless an auto renewal is stipulated in a schedule(s) herein. Unless either party provides sixty (60) days written notice before the expiration of the Term of such party’s intention to terminate, the Term shall automatically renew on a month-to-month basis. Thereafter, either party may terminate this Agreement by providing at least sixty (60) days written notice. Upon expiration or termination of this Agreement, DeSales will delete data in accordance with Section 6.4.
3.2 Termination for Cause. Either party may terminate this Agreement for cause. For purposes of this Agreement, “cause” shall exist: (i) in case of a material breach of the Agreement to the extent such breach remains uncured for more than fifteen (15) days following receipt of a written notice of such material breach; or (ii) if the other party becomes the subject of any proceeding relating to insolvency, receivership, liquidation, regulatory changes or assignment for the benefit of creditors.
3.3 Discontinuation of Service. DeSales reserves the right to discontinue any product or service, for any or no reason after providing the Partner with 90 days’ notice.
4. Intellectual Property.
4.1 DeSales Intellectual Property. As between DeSales and Partner, DeSales shall continue to own the Hosting Services and owns all documents, code, works of authorship, programs, manuals, tools, user interfaces, deliverables, developments, processes, formulae, data, specifications and inventions provided, created, owned, licensed, developed, authored or invented by DeSales (including its employees and contractors) prior to or independently of the Agreement, as well as enhancements and/or modifications to the foregoing created by DeSales in the course of this Agreement; all of such right, title and interest in them shall remain vested with DeSales (collectively, “DeSales Materials”). Nothing in this Agreement shall grant to or confer upon Partner expressly or by implication any rights to such DeSales Materials.
4.2 Generic Data. If DeSales uses any Partner Data in connection with the Services provided to Partner and others (“Generic Data”), DeSales shall anonymize any reference to Partner in the Generic Data, and the Generic Data shall be otherwise aggregated, de-identified and/or compiled on a generic basis. Subject to the foregoing, Partner hereby grants to DeSales a non-exclusive, worldwide, perpetual, fully-paid up license to use, copy, perform, display, distribute, and create derivative works of the Generic Data.
5. Indemnification.
Partner hereby agrees to indemnify, defend, and hold DeSales along with its directors, employees, subsidiaries, parent, agents, and permitted assigns, harmless from and against any and all third-party claims, losses, liabilities, damages, expenses, and costs, including reasonable outside attorneys’ fees and court costs, to the extent arising out of: (a) actual or alleged negligence or willful misconduct of the Partner and/or its personnel; (b) the Partner Data, Confidential Information, and/or additional content, data and/or information provided by, or at the direction of, Partner and/or an Authorized User, including with respect to any actual or alleged infringement or violation of any third party intellectual and/or proprietary rights; or (c) actual or alleged breach of any of the terms of this Agreement by the Partner and/or its personnel. DeSales shall provide Partner with prompt written notice of any claim and at its discretion may assume such matter at Partner’s expense or give complete control of the defense and settlement of the matter to Partner. DeSales shall reasonably cooperate with Partner, its insurance company, and its legal counsel in its defense of such claim(s), at the Partner’s expense. Partner may not settle without the approval of DeSales (not to be unreasonably withheld) any potential suit or ongoing suit hereunder.
6. Confidentiality.
6.1 Confidential Information Definition. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Services, business and marketing plans, technology and technical information, product designs, and business processes. Each party shall keep confidential and use any such Confidential Information disclosed to it only to the extent required for the purposes of this Agreement, and each party shall impose similar obligations to persons who have a right and need to know such Confidential Information.
6.2 Standard of Care. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
6.3 Legally Required Disclosures. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
6.4 Access to Data. During the term of this Agreement, Partner shall have access to Partner Data. Upon termination of this Agreement, DeSales will keep the Partner’s relevant data from the Services for at least thirty (30) days after the effective date of the termination of the Agreement (i.e., the termination of the Services); provided, DeSales may delete any and all such data thirty (30) after the effective date of the termination of such Services. Notwithstanding the foregoing, Partner is solely responsible for retrieving any data stored or used with the Services while Partner has access to the Services, and upon the effective date of the termination of the Services, Partner will not have access to the Services.
7. Warranties and Disclaimers.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. DeSales represents and warrants that (i) DeSales will provide the Services in accordance with the specifications set forth this Agreement. Partner represents and warrants that the Partner Data shall not violate any law or third-party rights or subject DeSales to liability.
7.2 Disclaimer. To the maximum extent permitted by law, DeSales expressly disclaims all warranties other than those expressly provided in section 7.1, including without limitation any limitation any warranties of merchantability, fitness for a particular purpose and non-infringement, further, DeSales does not warrant that any services shall meet Partner’s requirements, operate without interruption or are error free. DeSales does not provide, and expressly disclaims all warranties, express or implied, and all obligations and liabilities for damages arising out of or in connection with the use, maintenance or performance thereof, any estimate regarding scope, time of completion, costs, or other matters which may be provided by DeSales orally or in writing are given using commercially reasonable methods of estimation and are in good faith, but shall not be construed as a warranty or guarantee of any type, Partner agrees that partner’s purchase of the services is neither contingent upon the delivery of any future features or functionality nor dependent upon any oral or written public comments made by DeSales with respect to future functionality or features.
8. Limitation of Liability.
8.1 Damages Cap. In no event shall DeSales’ aggregate liability arising of or related to this agreement, whether in contract, tort, or under any other theory of liability, in relation to costs for any and all claims exceed the amounts actually paid by Partner under this agreement in the twelve (12) months immediately preceding the incident giving rise to the claim.
8.2 Consequential Damages Disclaimer. In no event shall DeSales be liable, to partner for any indirect, special, incidental, compensatory, punitive, or consequential damages, or damages based on damage to or loss of, partner data, revenue, profits, goodwill or anticipated savings, however caused and, whether in contract, tort or under any other theory of liability, whether or not partner has been advised of the possibility of such damages.
8.3 Other Disclaimers. Without limiting the foregoing, in no case shall DeSales be liable for (i) any delays, errors or other deficiencies in the services caused by actions or omissions of partner or any third parties, (ii) any virus, malicious code, breach of security, privacy violations, hacking or other cyber-attack except to the extent caused by DeSales’s willful and intentional misconduct, or (iii) for any use of the services by partner in violation of applicable law and/or this agreement. The services provided are not legal advice and Partner should contact its attorney to get legal advice.
9. Miscellaneous.
9.1 Relationship of the Parties; No Third-Party Beneficiaries. Nothing in this Agreement shall constitute or be deemed to constitute a relationship of employer and employee, agency, joint venture between the parties hereto or constitute or be deemed to constitute one party as agent of the other, for any purpose whatsoever, and except as expressly provided herein, neither party shall have the authority or power to bind the other, or to contract in the name of or create a liability against the other, in any way or for any purpose. Except as expressly specified in this Agreement, the parties do not intend to create any obligations of or any rights, causes of action or benefits in favor of any third party or entity other than Partner or DeSales.
9.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, DeSales shall have the right to assign this Agreement without such consent: (a) in connection with the sale or transfer of all or substantially all of its assets; and/or (b) to the surviving or resulting entity in any merger or consolidation. This Agreement shall be binding on the parties and their respective successor and permitted assigns.
9.3 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to its conflicts of laws rules. The state and federal courts located in New York County, New York shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts.
9.4 Entire Agreement. This Agreement (including the applicable Schedules and any SOW) is the entire agreement of the parties with respect to the subject matter hereof. This Agreement may not be amended except in writing between DeSales and Partner. To the extent the parties have previously executed a contract in connection with the Services or have entered into other arrangements (“Other Arrangements”), the parties agree that all such Other Arrangements are hereby terminated and superseded by this Agreement.
9.5 Notices. Any notice, request, demand, or other communication required or permitted shall be sent in writing, shall reference this Agreement and shall be deemed to be properly given: when delivered personally; when sent by email, when sent by post, with written confirmation of delivery by email five (5) business days after having been sent. All notices shall be sent to the address listed on the Partnership Agreement (or to such other address or person as may be designated by a party by giving written notice to the other party pursuant to this Section).
9.10 Counterparts. This Agreement may be executed in multiple copies, each of which shall be deemed an original and all of which shall constitute a single instrument.
Each signatory hereto represents and warrants that it is duly authorized to sign, execute, and deliver this Agreement on behalf of the party it represents.