Athlinks Race Contract
Athlinks Race Contract
1. This Athlinks Race Contract (“Contract”) governs your arrangement with Athlinks. “We”, “our”, and “Athlinks” mean Athlinks, Inc. and our affiliates; “you”, “your” and “Athlinks Partner” mean the organization, individual, or entity that owns or operates the applicable Race and has entered into an Athlinks Partner Agreement to receive certain benefits from Athlinks. The Athlinks Partner is authorized to receive the registration fees, donations, membership fees and any and all other payments which are processed and collected for the Race through the use of the Services (“Race Proceeds”). A “Race” in this Agreement, refers to one or more races or running club events that the Athlinks Partner manages or owns. A “Race Owner” means the organization, individual, or entity that owns the Race. This Agreement will become effective upon your acceptance of these terms. In partnership with RunSignup, Inc. (“RunSignup”), Athlinks will provide you with certain services subject to the following terms and conditions:
2. Athlinks Partner agrees to abide by the terms and conditions contained in the RunSignup Race Contract, available at https://runsignup.com/About-Us/Race-Contract, in addition to the terms and conditions contained herein. In the event of a conflict between this Contract and the RunSignup Race Contract, the terms of this Athlinks Race Contract will control.
3. Athlinks, in partnership with RunSignup, provide a web-based system to facilitate online registration, collect associated payments and/or donations, post and monitor results, manage promotions and enable other technology and membership services,and other related services and technology (collectively, the “Services”) in connection with your Race. The Services are made available to you through one of RunSignup’s websites, including runsignup.com, bikesignup.com, trisignup.com, skisignup.com, paddlesignup.com, adventuresignup.com and swimsignup.com, or through a mobile application or other cloud-based platform, which we may make available for your use (collectively, a “Site”).
4. We collect certain information from individuals while providing the Services. If an individual uses the Site or registers for a Race on the Site, we collect information to form profiles (“Profile Data”), including names, addresses, email addresses, gender, dates of birth, phone numbers and other information.
5. For the purpose of providing the Services, we collect the lists and reports of participants who have registered for your Race, including information such as names, email addresses and genders (“Race Data”). For a complete list of Race Data, refer to our public API documentation here: XYZ.
6. We also collect and verify information from you, as the owner or operator of the Race, including your name, address, date of birth, tax identification number and other information that will allow us to identify you (“Owner Data”).
8. The Athlinks Partner shall be solely responsible and liable for, and shall indemnify,defend and hold us harmless from any liability or damages or harm of any kind incurred or alleged to have been incurred by any individual or entity which arises out, relates to, or is connected with any actions or omissions of you or any authorized user which is based upon or results in the unauthorized access to, disclosure of, or breach of security or integrity regarding any information accessed, uploaded, provided, generated processed, utilized, stored or otherwise handled including but not limited to Race Data in connection with this Agreement.
9. By posting, including on discussion boards or forums, submitting, transmitting, emailing, messaging, uploading, sharing, or otherwise making available (hereinafter”post” or “posting”) any messages, text, files, images, video, photos, sounds, or other materials on or through the Services (“User Content”), you grant Athlinks an irrevocable, perpetual, fully paid, non-exclusive worldwide right to use, reproduce, display, distribute, adapt, perform and prepare derivative works of the User Content on the Services. Athlinks does not need any further approval for its uses of your User Content. You agree that we may de-personalize (remove any personally identifying information protected under applicable law) and aggregate any data, information or content which we collect, handle, store, process or otherwise access in connection with our provision of Services (including data and content which you provide or post) to perform analytics, improve and market the Services, or for any other business or commercial purpose. We shall have no obligation or liability in connection with the use of any of data, information or content, which we de-personalize, unless and to the extent prohibited by applicable law.
10. Each online registrant using our Services will pay the registration fee charged by you plus a fee for processing such registrations (“Processing Fee”), which is calculated and charged per transaction. The “Athlinks Processing Fee” is established by Athlinks and may be changed from time to time at the discretion of Athlinks but will always be clearly disclosed to you and to your registrants. You may charge additional fees as the Athlinks Partner. RunSignup will be responsible for collecting all registration fees and Processing Fees and you hereby expressly consent to, and authorize RunSignup to collect all such fees in connection with our provision of the Services.
11. Athlinks reserves the right to withhold payments from a Race or Race Owner if there are complaints from registrants or repeated chargebacks or if a Race has been cancelled and there are not sufficient funds available for refunds. Athlinks may require a holdback from some Races based on the newness of the Race or newness of the registration history with Athlinks or the creditworthiness of the Owner Data. Athlinks reserves the right to withhold and deduct payment from a Race or Race Owner for chargebacks that are processed against the Race. Athlinks reserves the right to withhold payments under this Agreement to offset undisputed and unpaid invoices owed to Athlinks by an Athlinks Partner, Race, or Race Owner.
12. In connection with the collection of fees in the provision of the Services, you agree that you shall indemnify us for any claims, loss or expenses (including attorney’s fees) brought by the Race Owner or any other individual, entity or organization that relates to or arises from a payment related to this Agreement. You will be liable for any sales tax liability under this Agreement and also agree to indemnify Athlinks against such claims.
13. 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”). Either party may terminate this Agreement upon written notice if the other party is in material breach and fails, within thirty (30) days of receipt of written notice of the breach, to correct the breach. In addition, Athlinks may immediately deactivate, suspend or terminate your use of the Services for your Race, if you misuse the Services. Athlinks may also terminate this Agreement, and your access to and use of the Services and Site(s), at any time after your Race is completed (or, as applicable, cancelled), with or without cause, upon written notice to you, but, unless you have misused the Services or the Site in a fraudulent or other improper manner. Upon termination, all rights (including rights to access and use the Services and Site) and obligations shall automatically terminate and you shall promptly return all proprietary information and materials of ours to us. You agree that, following termination or expiration hereof, we may maintain your data and content (including Collected Data and Custom Content) in accordance with our then-current backup, retention and data retention policies and for the ongoing purposes authorized herein. Upon request within one (1) year after termination, we will make available to you (via electronic download or such other method pursuant to our then-standard practices) your content and data which remains in our possession. After such one-year period, we may, without obligation to do so, delete any or all of your data and/or content without liability.
14. You may discontinue use of the Services at any time without penalty and without notice to Athlinks.
15. 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; that it owns or controls the rights granted or licensed to the other party herein; that the execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual commitments or any applicable federal, state and local law or regulation; and that the marks, logos and intellectual property licensed to the other party herein do not violate the proprietary rights of a third party.
16. YOU ARE ACCESSING THE SERVICES ON AN “AS IS, WHERE IS, AND AS AVAILABLE” BASIS. ATHLINKS IS NOT RESPONSIBLE FOR PROBLEMS ARISING FROM, OR INADEQUACIES IN THE CONTENT OF THE SERVICES OR ANY PARTICULAR FEATURES OR SERVICES OFFERED. ATHLINKS DOES NOT REPRESENT OR WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE INFORMATION, MATERIALS, AND SERVICES ON THE SERVICES OR THE ERROR-FREE USE OF THE SERVICES. ATHLINKS IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET, INCLUDING INJURY OR DAMAGE TO USERS AND/OR MEMBERS OR TO ANY OTHER PERSON’S COMPUTER RELATED TO OR RESULTING FROM ACCESS TO OR USE OF THE SERVICES. ATHLINKS IS PROVIDING THE SERVICES WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND FREEDOM FROM A COMPUTER VIRUS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
17. You shall indemnify, defend and hold harmless Athlinks and its directors, officers, employees, affiliates, contractors and agents (collectively, the “Athlinks Indemnities”), against any damages, losses and costs that directly arise out of a claim brought by a third party: (i) which alleges that your data, content or other information or materials infringes a third party’s copyright, trademark, trade secret, patent or other intellectual property right enforceable in the United States; (ii) seeking damages for the unauthorized disclosure of Race Data or personally identifiable data by you or an authorized user as a result of a breach of a warranty, covenant or obligation hereunder; (iii) which arises out of or is caused by a misuse of the Services by you or any of your authorized users in violation of the usage or licensing restrictions and/or prohibitions; (iv) which is based on injury, harm or other damage to, or a dispute over payments made or refunds requested by, a participant, volunteer, sponsoring organization, entity or support resource involved in any Race activities; (v) which arises from your breach of a representation or warranty provided hereunder; (vi) which is brought by a third party and is based on or arises out of the Services, the use of the Site or any other matter related to your Race.
18. LIMITATION ON 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 PROCESSING FEES COLLECTED AND RETAINED BY US FOR YOUR RACE FOR THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE INITIAL CLAIM ASSERTED AGAINST US HEREUNDER. 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.
19. 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.
20. 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.
21. Neither party will be liable to the other for any failure to perform any of its obligations under this Agreement during any period in which performance is delayed by circumstances not within such party’s reasonable control, such as a natural disaster, act of war or terrorism, government action, labor disruption, internet outages or interruptions or power outages. Additionally, you shall remain financially responsible to participants and/or Athlinks as applicable for any refunds and chargebacks necessitated by a Force Majeure event that causes a cancellation or interruption of a Race for which Services have been provided under this Agreement.
23. 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.
24. 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.
25. The Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws.
26. 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 at services.athlinks.com.
YOU HAVE READ, UNDERSTAND, AND VOLUNTARILY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS USE AGREEMENT.