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Overview and Scope. RunSignUp’s Software-as-a-Service, or “SaaS”, solutions (each a “Service”) enable the provision of technology-based Service to help facilitate the administration and management of various races, activities, clubs, online giving sites, charitable donations and other events (collectively, “Events”). A Service may be used by directors or organizers of an Event, sponsoring organizations, charities, not-for-profit entities, and other individuals and entities managing or supporting an Event (collectively, “Organizers”). This Agreement is entered into between RunSignup and the Organizer of the Event which/who: (a) is duly authorized to receive the registration fees, donations, membership fees, ticket fees and any and all other payments which are processed and collected for the Event through the use of our Service (collectively, the “Event Proceeds”); or (b) is otherwise using the Service to support an Event. You represent that you are the Organizer or its authorized representative and have the requisite authority to enter into this Agreement and receive the Event Proceeds. Organizers using a Service are referred to in this Agreement collectively as “you” or “yours” or as the Organizer.
Contracting Parties. This Agreement is entered into between RunSignup, Inc., a Delaware corporation doing business as RunSignup, BikeSignup, TriSignup, SkiSignup, PaddleSignup, AdventureSignup and TicketSignup (collectively, “RunSignup”, “we” or “us”) at 300 Mill Street, Suite 200, Moorestown, NJ 08057, and you.
License, Restrictions and Intellectual Property Rights.
We grant you a limited, non-exclusive, non-transferable, non-sublicensable license for you to use the Service on a time-bounded basis for the subscription period specified in the “Termination” provision below. You may use the Service, and shall ensure that your Authorized Users (defined in Section 3(d) below) use the Service, solely in support of your particular Event and solely for the purposes for which we designed the Service to be used as contemplated in this Agreement.
As applicable, the Service will be made available to you through one of our websites, including runsignup.com, bikesignup.com, trisignup.com, skisignup.com, paddlesignup.com, adventuresignup.com, givesignup.org, and ticketsignup.io or through a mobile application or other cloud-based platform, which we may make available for your use (individually, a “Site” and collectively, the “Sites”).
You may only permit access to the Service by your employees and third parties (for example, volunteers or contractors) who you authorize to use the Service in support of the operations of the applicable Event and who are bound by the confidentiality, limited use, intellectual property and other applicable conditions and restrictions of this Agreement (“Authorized Users”). As the Organizer, you shall be responsible and liable to ensure that each Authorized User complies with the terms and conditions set forth in this Agreement.
We retain all right, title and interest in and to the Service and Sites (including, without limitation, the underlying technology, along with the features, functions, design, “look and feel”, graphics, branding, design and other content) and in and to the associated documentation and materials, and in all related intellectual property, modifications, enhancements and derivative works, including all know-how, methods and processes, as well as all related technology and all content (other than your posted Custom Content, as defined in Section 6(a) below), will belong solely and exclusively to RunSignup. In addition to the other restrictions and limitations set forth herein, you agree that, except as expressly authorized hereunder in connection with your use of the Service and a Site, you shall treat our intellectual property as confidential information and shall not disclose or distribute it, in whole or in part.
Nothing in this Agreement prevents you from using another registration provider or discontinuing use of the Service without penalty (but, if applicable, you shall pay any and all fees due under this Agreement) during the period which this Agreement is in effect.
Credit Card Information. In connection with the handling of credit card information in the provision of our Services, we have undergone a rigorous independent data security assessment to earn a designation as a Level 1 “PCI-DSS” (“Payment Card Industry Data Security Standard”) Service Provider. To the extent that we handle credit card information for your Event, we agree to maintain Level 1 PCI-DSS compliance during the term of this Agreement and to retain an independent, qualified firm to validate compliance on at least an annual basis. To the extent applicable, RunSignup agrees to provide you with proof of compliance on written request no more frequently than annually. RunSignup acknowledges that, when credit card information is used for transactions on our Site, we will employ measures designed to protect cardholder data under the requirements listed in the PCI-DSS once it has been encrypted by our SSL certificate and transmitted to our servers. We do not store any user credit card information on our servers, but pass that directly to a third party payment gateway for processing. For those users who request to have their credit card data stored, we use a secure online credit card “vault” service. We will confirm that any third party payment gateways or third party vault services we use will have also been designated as PCI Level 1 compliant.
Information We Collect; Information Security
In the course of providing the Services, we will collect certain information as follows:
From individuals using the Sites and/or Service to registering for Events (each a “Participant”) or to set up a profile, we may collect their name, address, email address, gender, date of birth, phone number and other information, which we will store on our Sites as a profile (collectively, “Profile Data”).
We will not use Profile Data or Event Data to market Events or other services directly to Participants and we will not share or sell Event Data to other Events or advertisers.
If you are using a Service to facilitate the marketing of an Event or the payment and collection of fees or donations in connection with an Event, we will collect information from you, including your name, address, date of birth, tax identification number and other information that will allow us to identify you. We will also collect information about the entity that will receive the proceeds from the account if an entity will receive the proceeds (collectively, “Organizer Data”). The Organizer Data is required to satisfy various regulatory, credit card network, beneficial ownership, underwriting and “know your customer” requirements and guidelines for approving the payment account and to prevent funding terrorism and money laundering. We may request additional information to help us verify the information collected, or information needed, including information related to taxes described in Section 8, below. You agree to provide us this additional information. You consent to our use of independent third party services, including the use of credit reports, to verify information you provide and to determine the financial risk of processing transactions on your behalf. If any of the information you provide cannot be verified or is otherwise determined to be erroneous including by a state, local, or foreign government, you agree to indemnify RunSignup for any fees, penalties, or other charges imposed related to the erroneous information.
The Profile Data, Event Data and Organizer Data may be collectively referred to as “Collected Data”.
You shall maintain, and shall ensure that your Authorized Users maintain, the confidentiality of your user name, password and other account information (collectively, “Account Information”), which enables access and use of the Services. You shall maintain the confidentiality of your Account Information and be solely responsible for any unauthorized disclosure or use of such Account Information, along with any ensuing liability for any harm or damages caused thereby.
You 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 of or is connected with any actions or omissions of you or any Authorized User or any Participant which is based upon or results in the unauthorized access to, disclosure of, or breach of security or integrity or privacy regarding any information accessed, uploaded, provided, generated processed, utilized, stored or otherwise handled by you or us including but not limited to Event Data in connection with this Agreement, a Service or an Event.
Content You Post.
You, may choose to post, upload, publish, submit, display or transmit data, text, images, recordings, materials, logos, marks or other content on or through the Services or the Sites “Custom Content”). You may not post any content that infringes the intellectual property rights of another party.
You on behalf of your organization, each Authorized User and each Participant: hereby grant to RunSignup a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable license to use, display, reproduce, distribute, modify and transmit, in digital or printed form, all Custom Content in connection with the implementation, operation, maintenance and promotion of the Service and the promotion of your Event. However, we may also use your name, logo and/or other marks for the purpose of listing your organization as a user of our Service on our promotional materials (including on our Site). We agree to discontinue such use of your name or marks, which we have inserted or posted in our promotional materials within ten (10) days of your written request. You represent and warrant that, to the extent that any Custom Content is owned by a third party, the owner has granted you the necessary rights to effectuate the license granted to us above.
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 the Service (including data and Custom 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.
Fees. Each online Participant using our Services will pay the registration fee charged by you plus a fee for processing such registrations (a “Processing Fee”), which is calculated and charged per transaction (not including donations) as follows:
Checkout Total (Not Including Donations)
$.01 to $249.99
$1.00 + 6.0% of Checkout Total
$250.00 to $999.99
$1.00 + 5.0% of Checkout Total
$1.00 + 4.0% of Checkout Total
Processing Fees for donations are 4.0% of the donation total.
The Processing Fee is established by us and may be changed from time to time at our discretion but will always be clearly disclosed on our Sites to you and to your registrants. We will not change Processing Fees while your race or ticket-based Event is open and accepting registrations or transactions through the Service. We will be responsible for collecting all registration fees and Processing Fees and you hereby expressly consent to, and authorize us, to collect all such fees in connection with our provision of the Service.
Taxes. You will be responsible for the collection and payment of any and all sales and/or use tax (“Sales Tax”), excise, privilege taxes, duties, value added taxes, fees, assessments or similar liabilities (collectively, “Taxes”), except to the extent that (i) we automatically calculate, collect, or remit Sales Tax on your behalf according to applicable law (for more information, see our Site for details); or (ii) we expressly agree with you to receive Sales Tax or other transaction-based charges on your behalf in connection with your sales through our Site. Any and all fees payable by you and/or the online registrants pursuant to this Agreement, including but not limited to the Processing Fee are exclusive of all Taxes, and you and/or the online registrants will pay any Taxes that are imposed and payable on such amounts. All payments made by you to RunSignup under this Agreement will be made free and clear of any deduction or withholding (including but not limited to cross-border withholding taxes), as may be required by law. If any such deduction or withholding is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by RunSignup is equal to the amount then due and payable under this Agreement. Except as otherwise provided in this Agreement, you agree that RunSignup is not obligated to determine whether Taxes apply, and RunSignup is not responsible to collect, report, or remit any Taxes arising from any transaction. However, if a taxing authority requires us to pay any of your Taxes, you will promptly reimburse us for the amounts paid.
Important Information About Procedures for Opening a New Payment Account:
Establishing a payment account with RunSignup for the collection of fees or donations (a “Payment Account”) requires us to obtain, verify and record information that identifies each person who opens an account. When a payment account is opened, we will ask for certain Organizer Data (as defined in Section 5 above) and you agree to provide such information. We may ask you for additional information now or in the future if your payment processing increases or if we are unable to verify your identity or the identity or tax identification number for the entity that is receiving Event proceeds.
RunSignup uses Adyen and we may use other payment processing services now and in the future (collectively “Processors”) for payment processing for payment accounts.
In order for you to use a Payment Account you must be approved as a sub- merchant by RunSignup and Processors by submitting the required Organizer Data which may vary based on your processing volume. By accepting this Agreement and using an Advanced Payment Account you also agree to the Adyen Terms and Conditions (https://www.adyen.com/legal/terms-and-conditions-adyen-for-platforms).
We allow you to choose direct deposit or check payments from the credit card payment gateway to the Payment Account which we maintain for your Event on a Weekly, Monthly or Daily basis (Daily Payments must be approved by RunSignup and are only for direct deposit). Weekly is the default option. Weekly Check payments are only processed if proceeds of at least $1,000 are owed or if there is a transaction that is more than 90 days old, however we won’t pay less than certain minimum amounts. RunSignup charges a $10.00 fee to process a payment by check. The fee will be available to see on our site and will be deducted from registration proceeds prior to sending you a check. Direct Deposit weekly payments are no cost to you and are not subject to the $1,000 minimum. Payments will be made on this basis with the exception of funds held to establish a refund reserve when required. The refund reserve will be paid to you via your selected payment method after the conclusion of your Event and after we have been able to verify that there are no chargebacks for your Event. All registration fees, except for Processing Fees are your exclusive property.
Refunds - You shall exclusively and directly be liable for and handle refunds. If RunSignup, for any reason has to handle refunds or chargebacks on your behalf You will be liable to RunSignup for the registration proceeds refunded to participants for Your Event as well as any applicable RunSignup processing fees for the original registration and refund and any fees from the credit card brands or Processors to process the chargebacks. RunSignup has a service that helps you process refunds, these refunds come out of your reserve funds and will not be processed if the reserve funds do not meet the refund requests. Additional funds can be added to the refund reserve as needed.
RunSignup reserves the right to withhold payments from an Event or Organizer if there are complaints from registrants or repeated chargebacks or if an Event has been cancelled and there are not sufficient funds available for refunds. RunSignup may require a holdback reserve from Events as a reserve for refunds and chargebacks. Additionally, that holdback may be increased for some Events based on the newness of the Event or newness of the registration history with RunSignup or based on RunSignup’s internal underwriting review of the creditworthiness of the Organizer Data submitted for the Event Payment Account. RunSignup reserves the right to withhold and deduct payment from an Event or Organizer for chargebacks that are processed against the Event. RunSignup will release any Event holdbacks after an Event has been completed and it is determined that there are no additional refunds or chargebacks to be processed for that Event.
We may now or in the future use other Processors for payment processing. You agree and provide consent that if we decide to use another payment processing company that we may move your Payment Account or set up another similar Payment Account with any other payment processing company providing similar services for the processing and payment of Registration fees or other Event proceeds as long as there are no other material changes in the Services provided under this Agreement.
Payment of Registration Fees. In connection with our collection of fees in the provision of our Services, you agree as follows: (i) we may send registration fees collected by us, minus our Processing Fees, directly to you via the methods identified in Payments above and you warrant that you are an authorized representative of the Organizer in this regard and (ii) you shall indemnify us for any claims, loss or expenses (including attorney's fees) brought by the Organizer or any other individual, entity or organization that relates to or arises from our payment of funds to you (including a claim that we wrongfully paid such funds to you and should have paid a different individual, entity or organization).
Termination. This Agreement will remain in effect until terminated in accordance with its terms. 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, RunSignup may immediately deactivate, suspend or terminate your use of the Service for your Event, or delist any Site, if you misuse the Service or the Sites in violation of the terms hereof, including i) by breaching Section 3 above or infringing our intellectual property rights in the Service or Sites; (ii) if RunSignup is unable to approve your Payment Account for processing or continued processing now or in the future in our sole discretion, based on our internal underwriting guidelines; or (iii) if you violate the Code of Conduct for our Site. RunSignup may also terminate this Agreement, and your access to and use of the Service and Site(s), at any time after your Event is completed (or, as applicable, cancelled), with or without cause, upon written notice to you, but, unless you have misused the Service or the Sites in a fraudulent or other improper manner, you shall then have the right to retrieve your data in accordance with the terms below. Upon termination, all rights (including rights to access and use the Service 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. We can also terminate this Agreement if our payment processing vendors terminate our right to process or accept payments, whether with respect to you or our customers at large.
You may discontinue use of the Services at any time without penalty and without notice to RunSignup, however you will continue to be liable for any chargebacks or refunds for your event.
Representations and Warranties and Associated Disclaimers. 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.
EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SERVICES AND THE SITES ARE PROVIDED “AS IS” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, RUNSIGNUP EXPRESSLY DISCLAIMS ANY WARRANTY, REPRESENTATION, COMMITMENT OR LIABILITY: (i) THAT THE USE OF THE SERVICES, THE SITES, THE CONTENT THEREON OR ANY ASSOCIATED INTELLECTUAL PROPERTY WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE OPERATION OR USE THEREOF WILL MEET YOUR REQUIREMENTS; (ii) REGARDING ANY WEBSITES (INCLUDING THIRD PARTY WEBSITE FOR WHICH A LINK IS PROVIDED FROM OUR SERVICE OR SITE), TECHNOLOGY, SOLUTIONS OR OTHER PRODUCTS OR SERVICES (INCLUDING PAYMENT GATEWAYS AND DATA VAULTS) PROVIDED OR MADE AVAILABLE BY THIRD PARTIES; AND (iii). REGARDING THE ACCURACY OF ANY INFORMATION OR CONTENT THAT YOU POST OR ACCESS THROUGH THE SERVICES OR THE SITES. YOU ARE SOLELY RESPONSIBLE FOR ALL ASPECTS OF THE EVENT, INCLUDING WITH RESPECT TO ALL DATA AND CONTENT WHICH YOU POST OR SHARE.
We will defend, indemnify and hold you harmless from and against any damages, losses, and costs that directly arise out of a claim brought by a third party (i) which alleges that the Services (in the form which we make them available to you) infringe a third party’s copyright, patent, trademark, trade secret or other intellectual property right enforceable in the United States; (ii) seeking damages resulting from the unauthorized disclosure of credit card information or other personal information (where “personal information” means personally identifiable information (PII) which is protected under applicable law) hereunder to the extent such damages are caused by our breach of data security measures which we commit to undertake in this Agreement. As a condition of our indemnity obligation, you must promptly notify us of any such claim; grant us sole control of the defense and settlement of any such claim; and cooperate with us to facilitate our ability to settle or defend the claim. In the event of a covered infringement claim, we will endeavor to obtain for you the right to continue using the Services, or to replace or modify the Services so that they are not infringing and materially similar. If these alternatives are not commercially reasonable, we will notify you and terminate the Services. We shall have no indemnity obligations to you if the infringement claim is caused by your misuse of the Services, or Your use of the Services in combination with unauthorized products or services. THESE ARE OUR EXCLUSIVE OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND UNAUTHORIZED DISCLOSURE OF CREDIT CARD INFORMATION AND PII.
You shall indemnify, defend and hold harmless RunSignup and its directors, officers, employees, affiliates, contractors and agents (collectively, the “RunSignup Indemnitees”), against any damages, losses and costs that directly arise out of a claim brought by a third party (including an individual, entity or organization): (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 Event 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 Service by you or any of your Authorized Users in violation of the usage or licensing restrictions and/or prohibitions set forth in this Agreement; (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 Event or (as applicable) any of your club’s running activities; (v) which arises from your breach of a representation or warranty provided hereunder (including, by way of example and not limitation, a claim brought by a third party provider of online Event management and/or registration services due to your breach of a representation or warranty in Section 12 above) or (vi) which is brought by a timer, event organizer, Event director or other organization (other than the Organizer which is entering into this Agreement) and is based on or arises out of the Service, the use of the Sites or other matters related to your Event.
LIMITATION ON LIABILITY.
EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL RUNSIGNUP 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 RUNSIGNUP UNDER THIS AGREEMENT EXCEED: (A) THE AMOUNT OF PROCESSING FEES COLLECTED AND RETAINED BY US FOR YOUR EVENT FOR THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE INITIAL CLAIM ASSERTED AGAINST US HEREUNDER; OR (B) IF WE DO NOT COLLECT OR RETAIN ANY PROCESSING FEES FOR YOUR EVENT, ONE HUNDRED DOLLARS ($100). MULTIPLE CLAIMS SHALL NOT INCREASE THE CAPS. 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 PURPOSES OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. NOTHING SET FORTH ABOVE SHALL LIMIT OUR OBLIGATION TO PAY UNDISPUTED FEES PROPERLY DUE TO YOU UNDER THIS AGREEMENT.
Independent Contractor Relationship; No Third-Party Beneficiaries. The parties are independent contractors and nothing contained in this Agreement will be construed to create an association, trust, partnership, agency or joint venture between the parties. Except as expressly set forth herein, this Agreement does not and is not intended to confer any rights or remedies, express or implied, upon any person other than the parties hereto.
Assignment. You may not assign or transfer any part of this Agreement without the prior written consent of RunSignup. 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.
Force Majeure. 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 or orders, labor disruption, internet outages or interruptions or power outages. Notwithstanding the above, the terms and conditions of Sections 9(b) and 9(c) shall continue to remain in full force and effect despite the occurrence of a force majeure event. Additionally, Organizers shall remain financially responsible to Participants and/or RunSignup as applicable for any refunds and chargebacks necessitated by a Force Majeure event that causes a cancellation or interruption of an Event for which Services have been provided under this Agreement.
Compliance with Laws. Each of us shall abide by all applicable laws and regulations, including those addressing data security and export controls, regarding our exercise of rights and performance of obligations under this Agreement.
Entire Agreement; Severability; Waiver. This Agreement is the entire agreement between you and RunSignup with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements between you and us regarding that subject matter. No amendment to or modification of this Agreement will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement is found to be void or unenforceable, the provision will be stricken or modified and the remainder of this Agreement will remain in full force and will not be terminated. A waiver of any default is not a waiver of any subsequent default. All waivers must be in writing to be effective.
Governing Law and Jurisdiction. The laws of the State of New Jersey shall govern the interpretation and enforcement of this Agreement and any dispute arising out of or related hereto, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New Jersey with respect to any dispute arising out of or relating to this Agreement.
Notices. All notices must be in writing and shall be sent by first class U.S. mail or a nationally known express or overnight courier (such as FedEx, UPS or the U.S. Postal Service). Notices to us shall be sent to our main address as listed on each Site and, for each notice, a copy shall also be sent to Our CFO. Notice to You may be sent to your address set forth in the Agreement. Notices shall be deemed given upon receipt thereof.
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