Athlinks Partner Agreement
Athlinks Partner Agreement
1. This Athlinks Partner Agreement (“Agreement”) governs your arrangement with Athlinks. “We”, “our”, and“Athlinks” meanAthlinks, Inc.and our affiliates, including ChronoTrack; “you” and “your” meantheAthlinks Partner. The “Athlinks Partner” is the pre-approved organization, individual, or entity receiving special services and rates from Athlinks, for example the Race Owner or Timer. This Agreement becomes effective upon your acceptance of these terms. In partnership with RunSignup, Inc. (“RunSignup”), Athlinks will provide certain services subject to the following terms and conditions:
2. Athlinks and RunSignup provide an online race management platform (“Services”) to various Athlinks Partners who manage running, and other endurance events, clubs, and activities. Under a separate Athlinks Race Contract (“Race Contract”), Athlinks makes available the Services to help facilitate registration and other tasks in support of their athletic event. This Agreement governs a program under which Athlinks offers special services and rates (“Benefits”) to Athlinks Partners. In this Agreement, a “Race” refers to one or more races or running club events that the Athlinks Partner manages or owns.
3. By signing up to be an Athlinks Partner, you agree to the terms and conditions contained herein. Your continued use of the Benefits after any modification or update to this Agreement, constitutes your conclusive acceptance of such change.
4. Athlinks and RunSignup may offer certain Benefits in connection with your Races through RunSignup’s website located at https://www.runsignup.com (“Website”). Benefits would generally include rights of use in Partner-focused features of the Service. Such features include a “Partner Dashboard” within the Service which enables or facilitates cross-race management, multi-level access and control of races, enhanced payment reporting and other Partner-focused features and functionality. Benefits may also include access to a public RunSignup Partner website which you can use in furtherance of your performance of this Agreement. The Benefits offered to you, or discontinued, at any given time shall be determined at Athlinks discretion.
5. Prior to execution of this Agreement, you shall provide Athlinks and RunSignup with a list of Races that you manage and a good faith estimate of the anticipated annual registrations for each Race. Throughout the term of this Agreement, you shall: (a) use and actively promote the Athlinks and RunSignup Integration (including its web-based registration and other features) to Races and prospective new races; and (b) provide “First Level Support” for all Races. “First Level Support” means serving as the single point of contact to receive, handle and respond to, all initial calls and inquiries (including, for example, questions on Race set up using the RunSignUp Service, pricing and features of the RunSignup Service, Athlinks integration and data flow and other support issues) from Race administrators, Race directors, Race Owners and other Race-related individuals or organizations.
6. Athlinks reserves the right to withhold payments under this Agreement to offset undisputed and unpaid invoices owed to Athlinks by the Athlinks Partner, Race, or Race Owner. Any applicable Athlinks Partner revenue share for will be determined by Athlinks and maintained in a separate agreement. You will have the ability to set processing fees on a per Race basis under this Agreement. Each online registrant for the Race will be required to pay the registration fee charged by the Race Owner, plus a processing fee. As an Athlinks Partner, with the approval of the Race Owner (which you shall be responsible to separately obtain if applicable), you will have the ability to set the processing fee for a Race, provided that, in all cases, we shall retain our standard processing fee (“Athlinks Processing Fee”), as described in the separate agreement, less any revenue share that is due to you. In the event that you elect to charge a processing fee which is less than our Athlinks Processing Fee, then we reserve the right to reduce or eliminate your revenue share to enable us to collect in full our Athlinks Processing Fee. RunSignup will be responsible for collecting all registration fees and processing fees. Proceeds from registration fees collected from online registrants will be paid to the Race Owner based on the instructions provided to us by such Race Owner, subject to the terms and conditions of the Race Contract. Any Athlinks Partner revenue share and any excess processing fees will be sent to you. If you set a processing fee for a Race which is above our Athlinks Processing Fee, then you will earn the excess as additional Athlinks Partner revenue share. When Timer fees have been approved on a Race for which you are entitled to an Athlinks Partner revenue share, such Timer fees will not be included in our Athlinks Processing Fees on which the Athlinks Partner revenue share is calculated.
8. LIMITATION OF LIABILITY. IN NO EVENT SHALL ATHLINKS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL THE LIABILITY OF ATHLINKS UNDER THIS AGREEMENT EXCEED THE AMOUNT OF ATHLINKS PARTNER REVENUE SHARE PROPERLY OWED TO YOU UNDER THIS AGREEMENT, PLUS THE ATHLINKS PARTNER REVENUE SHARE PAID TO YOU BY US HEREUNDER FOR THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE INITIAL CLAIM ASSERTED BY YOU AGAINST US. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION (INCLUDING NEGLIGENCE) AND SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
9. This Agreement will remain effective until either party provides thirty (30) days’ written notice to the other party that it is electing to terminate the Agreement (“Term”). Neither a termination notice nor a termination will waive any of the terminating party’s rights or remedies. Upon termination or expiration of this Agreement, Athlinks Partner will not be relieved of any existing obligations. Either party may end this Agreement with immediate effect upon written notice to the other party, if the other party becomes bankrupt, makes an arrangement or assignment in favor of a creditor, goes into liquidation or administration, has a receiver or manager appointed to manage its business, or any analogous event occurs. Either party may end this Agreement immediately upon written notice to the other party if: (i) a party commits a material breach of this Agreement which is capable of remedy and is not remedied within thirty (30) days of written notice from the first party; or (ii) a party commits a material breach of this Agreement which is not capable of remedy.
10. Each party represents and warrants that it has the necessary and full right, power, authority and capability to enter into this agreement and to perform its obligations hereunder. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE BENEFITS AND INTELLECTUAL PROPERTY ARE PROVIDED “AS IS” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE YOU ARE SOLELY RESPONSIBLE FOR ALL ASPECTS OF THE RACE WHICH YOU MANAGE, INCLUDING WITH RESPECT TO ALL DATA AND CONTENT WHICH YOU POST OR SHARE.
11. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ATHLINKS AND ITS AFFILIATES,OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, FROM AND AGAINST ANY AND ALL LOSS, EXPENSES, DAMAGES, AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS FEES, RESULTING, WHETHER DIRECTLY OR INDIRECTLY, FROM YOUR VIOLATION OF THIS AGREEMENT. YOU ALSO AGREE TO INDEMNIFY AND HOLD HARMLESS ATHLINKS AND ITS OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, FROM AND AGAINST ANY AND ALL CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE SERVICES IN BREACH OF THIS AGREEMENT OR THE USER CONTENT I MAKE AVAILABLE VIA THE SERVICES BY ANY MEANS, INCLUDING WITHOUT LIMITATION THROUGH A POSTING, ALINK, REFERENCE TO USER CONTENT, OR OTHERWISE, UNLESS PROHIBITED BY APPLICABLE LAW. YOU ALSO AGREE TO INDEMNIFY ATHLINKS REGARDING ANY AND ALL SALES TAX LIABILITY RELATED TO THIS AGREEMENT.
12. Except as required by applicable laws and regulations, all parties will treat the terms of the Agreement and its subject matter as confidential and will not disclose the terms. All press releases and other public announcements relating to the transaction issued by either party shall be subject to prior approval by the other party. Notwithstanding any provision of the Agreement to the contrary, each party may disclose the Agreement, the benefits, and related matters to its directors, officers, employees, financing sources, representatives and advisors who need to know for the party to perform the duties and obligations contained herein.
13. The relationship between the Parties is that of an independent contractor, and nothing contained in this Agreement shall be construed as establishing an employer/employee relationship, partnership, or joint venture. Neither party has the authority to act for or to bind the other party in any way, or to represent that it is responsible for the acts, debts, liabilities, or omissions of the other party.
14. The Athlinks Partner will be solely responsible for and will pay any and all use, excise, sales and privilege taxes, duties, value added taxes, fees, assessments or similar liabilities however denominated and chargeable by a governmental authority as a result of the Athlinks Partner revenue share, or any Services or Intellectual Property provided under this Agreement, excluding taxes on our net income.
15. You may not assign or transfer any part of this Agreement without the prior written consent of Athlinks. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or a controlling interest in our stock but will endeavor to provide notice of such assignment as soon as practicable after it occurs.
16. Both parties shall abide by all applicable laws and regulations, including those addressing data security, data privacy and export controls, regarding our exercise of rights and performance of obligations under this Agreement.
17. The failure of either party to insist upon strict performance of any provision of the Agreement or to exercise any election will not be construed as a waiver or relinquishment for the future of such provision or election. No waiver or modification by any party shall have been deemed to have been made unless expressed in writing by such party. If any provision of the Agreement is found to be invalid, illegal or unenforceable, the remaining provisions will remain in full force if the essential provisions of the Agreement for each party remain valid, legal and enforceable.
18. In case of failure to faithfully perform the terms and covenants herein, the defaulting party will pay all costs, expenses, and reasonable attorneys’ fees resulting from the enforcement of the Agreement of any right arising out of such breach.
19. The Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.
20. Athlinks may modify this Agreement at any time. Such modification will become effective immediately upon either posting of the modified agreement or Athlinks’ notification. You may locate the most current version of this Agreement available at services.athlinks.com.
21. All notices and correspondence under this Agreement must be delivered using a method providing for proof of delivery or by certified mail to the other Party.
YOU HAVE READ, UNDERSTAND, AND VOLUNTARILY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS USE AGREEMENT.