IN CONJUNCTION WITH THE PRICE QUOTATION DOCUMENT (“PRICE QUOTATION”), AND ITS ATTACHMENT(S), USE OF 123SIGNUP ASSOCIATION MANAGEMENT SOLUTIONS, INC.’S (“123 SIGNUP”) ASSOCIATION MANAGER AND EVENT MANAGER AND RELATED SOFTWARE AND SERVICES (COLLECTIVELY, THE “SERVICES”) IS CONDITIONED UPON COMPLIANCE AND ACCEPTANCE OF THE FOLLOWING TERMS OF SERVICE (“AGREEMENT” OR “TOS”).
BY USING OR ACCESSING THE 123SIGNUP SERVICES THROUGH ANY MEANS, YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF YOURSELF AND YOUR ORGANIZATION (WITH GOOD AND SUFFICIENT AUTHORITY FOR SO DOING) THAT: (I) YOU HAVE REVIEWED AND UNDERSTAND THIS AGREEMENT; (II) YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (III) YOUR USE OF THE 123 SIGNUP SERVICES AND ANY RELATED PRODUCTS WILL BE GOVERNED BY THIS AGREEMENT. IF YOU OR YOUR ORGANIZATION DO NOT AGREE TO, OR YOU OR YOUR ORGANIZATION ARE NOT WILLING TO BE BOUND BY, THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT ACCESS OR USE THE 123SIGNUP SERVICES.
EACH OF YOU AND 123SIGNUP ACKNOWLEDGE HAVING READ AND UNDERSTOOD THIS AGREEMENT AND HEREBY AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE AGREEING TO USE THE SERVICE.
“ORGANIZATION” REFERS TO THE ENTITY INTENDING TO USE ANY OF THE SERVICES, IN EITHER THE PRESENT OR FUTURE. ORGANIZATION REPRESENTS AND WARRANTS, THAT THE PERSON REVIEWING THESE TERMS OF SERVICE IS DULY AUTHORIZED TO BIND HIS OR HER PRINCIPAL OR EMPLOYER, AND HAS CAPACITY TO ENTER INTO BINDING AGREEMENTS ON BEHALF OF ORGANIZATION.
THE PARTIES AGREE AS FOLLOWS:
123Signup provides organizations with a web-based event registration and association management system that may include hosting of the Organization’s prospect and/or membership database, as well as other branded or co-branded Services.
As part of the Service, 123Signup shall provide to Organization website links, subject to change by 123Signup from time to time, to hosted pages on 123Signup’s servers (“Hosted Pages”) for use by Organization’s members, prospective members and staff. Links may be used to access data from, or input data to, Organization’s database that is being hosted by 123Signup. Organization shall display such links on its website on the appropriate pages, and shall not modify such links so as to change their destination. On each Hosted Page, 123Signup shall integrate an Organization logo, (provided by Organization) and a 123Signup logo with accompanying text, which is subject to change by 123Signup from time to time.
Organization grants to 123Signup a non-exclusive, non-transferable, worldwide, royalty-free license to utilize Organization’s trademarks and copyrights (“Organization Trademarks and Copyrights”), solely to provide the Services to Organization’s users in accordance with the terms of this TOS. Usage of the Organization Trademarks and Copyrights will cease upon termination of the Services. Outside of this provision, 123Signup has no right, title, or interest in any of Organization’s trademarks or copyrights. Organization hereby represents and warrants that it owns or has the right to use the Organization Trademarks and Copyrights and hereby agrees to indemnify, defend and hold harmless 123Signup against any third party claims for infringement or alleged infringement in connection with the Organization Trademarks and Copyrights.
Unless otherwise indicated in the Price Quotation, the Initial Term of service shall be for one (1) year from the Effective Date of Agreement between Organization and 123Signup. The Effective Date of Agreement is contained in the Price Quotation. The Service will be automatically renewed at the end of its Initial Term, on a month to month basis, unless Organization notifies 123Signup thirty days prior to the expiration of the term, of its desire to terminate the Service. 123Service reserves the right to adjust the price of Services to reflect a month to month arrangement. Organization may renew Services on a yearly basis, by executing an additional Price Quotation with 123Signup. In accordance with Section 13 below, either party may terminate Agreement at the end of the current term by providing the other party notice of termination at least thirty (30) days prior to the end of such term.
Except as specifically authorized, Organization agrees not to reproduce, duplicate, copy, sell, resell or exploit for any purposes other than its internal purposes, any portion of the Service, use of the Services, or access to the Services. Organization agrees not to copy or mirror any part or content of the Services accept as expressly permitted pursuant to these TOS.
In consideration for 123Signup providing non-exclusive access to the Services to Organization, Organization agrees to pay 123Signup the fees as specified in the Price Quotation. Unless otherwise indicated in the Price Quotation, the setup fees, if any, are due and payable upon signing. The monthly subscription fees and the usage fees, if any, will be invoiced as early as seventh business day of the month in respect of the preceding month. If 123Signup’s merchant account is used, Organization agrees to pay 123Signup additional fees as specified in the Price Quotation. Organization is responsible for payment of (or reimbursement to 123Signup, if 123Signup pays) all federal, state, local and other taxes, including but not limited to sales, use, excise or amounts levied in lieu thereof. Organization agrees to pay a late charge on any fees not paid by Organization within twenty (20) business days of the invoice date. Late charges will be calculated at the maximum rate allowed under applicable law.
If 123Signup merchant account is used for credit card processing, 123Signup agrees to pay Organization the gross monies collected for Organization, less any transaction fees, taxes, credits, disputed payments, chargebacks, bad debts, reserves and fees. 123Signup will remit said amounts to Organization on a monthly basis within seven (7) business days of the last calendar day of the month in which the monies were collected. 123Signup shall retain rolling reserves as specified in the Price Quotation. At the end of the specified period, 123Signup will pay the Organization the retained amount less any charges relating to refunds, returns or chargebacks or any other balance due. Organization agrees to pay 123Signup any and all amounts in respect of refunds, returns or chargebacks not recovered from the reserve amount, irrespective of the time period. Organization warrants that it shall, at all times, maintain a sufficient balance to cover refunds, returns and chargebacks. 123Signup may, at its sole discretion, require Organization to maintain a balance with 123Signup to cover returns, chargebacks or refunds.
123Signup shall provide Organization with a password and account. Organization is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under Organization’s password or account. 123Signup will not be liable for any loss or damage arising from Organization’s failure to comply with this responsibility.
During the term of this Agreement for Services, it may be required for Confidential Information to be exchanged between the parties. “Confidential Information” includes, but is not limited to, membership data, pricing information, business plans, employees, inventions or products, proprietary user interfaces (such as 123Signup's "Control Center"), and financial information. The disclosing party (“Discloser”) of Confidential Information agrees to provide such information to the receiving party (“Recipient”), solely for furthering the relationship described in this TOS. The Recipient agrees (a) not to use any Confidential Information of the Discloser for any purpose other than the foregoing, and (b) to limit its disclosure of Confidential Information to those employees, consultants or third parties who have a specific need to know. Recipient shall not disclose any Confidential Information to consultants or third parties, except with specific prior written authorization of Discloser. If Recipient becomes aware of any unauthorized use or disclosure of Confidential Information, it shall immediately notify Discloser. Recipient also agrees to assist Discloser in remedying any such unauthorized use or disclosure. Recipient shall have no obligation under this Agreement for Confidential Information which is or becomes publicly available without breach of this agreement; is rightfully received by Recipient without obligations of confidentiality; or is developed separately by Recipient without breach of this Agreement, subject to proof by clear and convincing evidence. It shall not be a breach of this Agreement, nor a waiver of confidentiality, if Confidential Information is disclosed by Recipient, either (a) in response to a valid court order or governmental order; (b) required by law, or (c) necessary to establish the rights to either party under this Agreement. In such cases, Recipient shall give immediate prior written notice of same to Discloser, to enable Discloser to seek a protective order or otherwise prevent such disclosure.
123Signup will not disclose to any third party any individual user information, except (a) if specifically authorized by Organization (if Organization may legally give such authorization) or the individual user, (b) as part of the payment collection process, or (c) in 123Signup’s good faith belief that such action is reasonably necessary to comply with the law or legal process or to enforce this TOS.
Organization understands that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. Organization is solely responsible for all Content that Organization uploads, posts, emails or otherwise transmits via the Services. 123Signup shall not be liable in any way for any Content, including, but not limited to, errors or omissions in such Content, for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Services. Organization agrees to not knowingly use the Services to: (a) upload, post, email or otherwise transmit any Content which is unlawful or abusive in any way, including but not limited to any Content that is defamatory, libelous, pornographic, obscene, threatening, invasive of privacy or publicity rights, inclusive of hate speech, or would constitute or encourage a criminal offense, violate the rights of any party, or give rise to liability in civil or criminal court, or violate any local, state or federal or international law, either intentionally or unintentionally; (b) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services; (c) upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (d) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose; (e) upload, post, email or otherwise knowingly transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (f) interfere with or knowingly disrupt the Service or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; (g) intentionally or unintentionally violate any applicable local, state, national or international law; (h) collect or store personal data about other users without their permission; (i) attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means; or (j) upload, post, email or otherwise transmit any Content that is false or misleading to users. If 123Signup has a good faith belief that Organization is using the Services in violation of this Section 10, 123Signup will immediately notify the Organization in writing and provide the Organization a reasonable time period to cure the offense. In no case shall this period to cure exceed ten (10) business days. 123Signup may suspend Service to the Organization immediately upon becoming aware of a violation. Such Service will remain suspended until 123Signup receives reasonable assurances from Organization that it has remedied those offenses described above and has permanently discontinued engaging in such behavior. In the event that such reasonable assurances are not received by 123Signup within such ten (10) day cure period, 123Signup may terminate the Services, at its sole discretion, without further notice to Organization. 123Signup has no obligation to edit, monitor or screen Content and is not responsible for such Content. However, 123Signup reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request and will immediately notify the Organization of any such compliance by 123Signup.
Organization acknowledges and agrees that the Services and any necessary software used in connection with the Services contains proprietary and confidential information of 123Signup that is protected by applicable intellectual property and other laws. Nothing in this Agreement shall be construed as conferring any license or right under any copyright, trade secret, patent, trademark or other intellectual property rights (“IP Rights”) of 123Signup, its affiliates, or any third party, and, except as expressly provided herein, all such IP Rights in the Service(s) are expressly reserved to 123Signup, its affiliates, and/or any third party, as applicable. This section applies to any and all services and software developed or provided by 123Signup, including, but not limited to, the customization of the Services to the needs of a particular Organization.
The Organization accepts the Services as is with no modifications unless such changes agreed upon in writing and incorporated into the terms of the Agreement, as memorialized in the Price Quotation. Organization may request changes to the Service after the execution of the Agreement. In this case, at its sole discretion, 123Signup reserves the right implement the requested changes or not. There may be additional charges for the implementation of such changes. 123Signup reserves the right, at any time and from time to time, to modify the Service without prior consultation with the Organization, as long as the change does not materially affect the nature, performance or the usage of the Services.
Either party shall have the right to terminate this Agreement upon the occurrence of any of the following events: (a) either party breaching or failing to perform any provisions of Section 8 (“Confidentiality”); (b) either party breaching or failing to perform any other provisions of this Agreement and the same is not cured within thirty (30) days after receipt of notice in writing specifying such breach; or (c) either party’s failure to pay when due any monies owed hereunder and such failure to pay continues for greater than sixty (60) days. Such right of termination may be exercised by written notice given by either party to the other no less than thirty (30) days prior to the effective date of termination. In addition, 123Signup reserves the right to terminate this Agreement in connection with a breach by Organization of Section 10 pursuant to the terms thereof.
No monies, except for those that were collected for or on behalf of Organization that are in excess of any monies due 123Signup shall be returnable or refundable upon termination of this Agreement for any reason, whether such termination is by Organization or 123Signup. This includes any and all initial setup fees assessed by 123Signup. If 123Signup exercises its right to terminate the Agreement on account of Organization’s breach of the provisions of the Agreement, or if Organization terminates the Agreement prior to the completion of the Term of the Agreement, Organization is required to pay an early termination fee which shall equal the combined monthly subscription fees if any for the remainder of the Term of the Agreement, not to exceed six (6) months. Unless otherwise indicated in the Price Quotation, the specific amount of these monthly payments shall be determined by averaging those subscription fees paid to date under the Agreement. This amount shall be paid in full within (45) days of the termination date.
If 123Signup’s merchant account is used, Organization will continue to be responsible for reimbursing 123Signup for any charge backs associated with the Organization’s transactions processed by 123Signup. In the event that 123Signup has reason to believe that there are any forthcoming chargebacks, returns or refunds, 123Signup may withhold a reasonable portion of funds that would otherwise be due to Organization to cover such chargebacks, returns or refunds.
Upon the termination of this Agreement, Organization shall immediately cease any and all use of Service and shall delete in its entirety any and all parts of said Service from any computer equipment of Organization or any third party’s computer equipment who is providing computer or hosting services to Organization. 123Signup shall promptly delete in their entirety any and all Organization logos, trademarks, trade names, service marks or reference to Organization from 123Signup’s computer equipment.
Section 6 (“Payment”), Sections 8 (“Confidentiality”), 11 (“123Signup Intellectual Property Rights”), 15 (“Indemnity”), 16 (“Disclaimers of Warranties”), 17 (“Limitation of Liability”) and 18 (“General Provisions”) of this TOS will survive the termination or expiration of this Agreement.
123Signup represents and warrants that it owns, or has licensed, the Service and has the unrestricted right to license, sub-license or provide the right to use the Service to Organization pursuant to this Agreement.
Organization agrees to indemnify and hold 123Signup, and its subsidiaries, service providers, affiliates, officers, agents, partners and suppliers, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) Organization’s use of the Service(s); (ii) Organization’s connection to the Service(s); (iii) Organization’s violation of the Agreement; (iv) Organization’s violation of any rights of any third party, or any products or services offered for sale by Organization using the Service(s); and (v) the Content. 123Signup agrees to indemnify and hold Organization harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of or resulting from any claim that the Services infringes a United States patent or copyright, or trademark or misappropriates a trade secret or other intellectual property rights of any third party.
The indemnified party shall give prompt written notice of any actual or threatened claim to the indemnifying party; provided, however, that the failure to give such notice shall not affect the indemnified party’s entitlement to indemnification unless and to the extent that the indemnifying party is prejudiced thereby. The indemnifying party shall defend such claim at its own expense through counsel of its own choosing. The indemnifying party shall have sole control of the defense and settlement of such claim, provided that: (a) the indemnified party shall be afforded the opportunity to approve counsel selected by the indemnifying party, with such approval not to be unreasonably withheld, (b) without limiting the indemnifying party’s right of control, the indemnified party may participate in the defense of the claim through counsel of its own choosing at its sole expense, and (c) the indemnifying party shall not settle any claim without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld. The indemnified party shall reasonably cooperate with the indemnifying party in the defense and settlement of such claim.
123SIGNUP DOES NOT WARRANT THAT ORGANIZATION’S USE OF THE SERVICES, OR THE OPERATION OR FUNCTION OF THE SERVICES, OR ANY COMPONENT THEREOF, OR ANY PRODUCTS OR SERVICES OFFERED IN CONNECTION WITH THE SERVICES, WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT DEFECTS THEREWITH WILL BE CORRECTED, OR THAT THE SITE OR ITS SERVER IS FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS.
ORGANIZATION’S USE OF THE SERVICES IS AT ITS OWN RISK AND ORGANIZATION ASSUMES FULL RESPONSIBILITY FOR ALL COSTS ASSOCIATED WITH ALL NECESSARY SERVICING OR REPAIR OF ANY EQUIPMENT ORGANIZATION USES IN CONNECTION WITH ITS USE OF THE SERVICES. 123SIGNUP MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, AND THE ACCURACY OF THE SERVICES FOR ANY PURPOSE. THE SERVICES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF ANY KIND INCLUDING WARRANTIES RELATED TO MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR FITNESS FOR ANY PARTICULAR PURPOSE. ORGANIZATION ACKNOWLEDGES THAT IT IS RESPONSIBLE TO CONDUCT ITS OWN INVESTIGATION AS TO THE SUITABILITY OF ANY OF THE SERVICES FOR ITS PURPOSES.
123SIGNUP’S ENTIRE LIABILITY UNDER THIS AGREEMENT OR IN ANY WAY RELATED TO THE SERVICES OR RELATED SERVICES OR WEBSITES OR CONSULTING SERVICES WILL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT EQUAL TO THE FEES PAID TO 123SIGNUP UNDER THIS AGREEMENT IN THE FIRST TWELVE MONTHS AFTER THE EXECUTION OF THE PRICE QUOTATION BY ORGANIZATION.
IN NO EVENT SHALL 123SIGNUP BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, LOSS OF DATA OR LOSS PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH, OR THE USE OR PERFORMANCE OF, THE SERVICES OR RELATED WEBSITES, THE DELAY OR INABILITY TO USE THE SERVICES OR RELATED WEBSITES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICE, OR FOR ANY INFORMATION, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF 123SIGNUP HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO ORGANIZATION.
All notices between the parties shall be in writing and shall be given by personal delivery, email, facsimile transmission, or by certified or registered mail, return receipt requested, and deemed given upon personal delivery, upon transmission of email, five (5) business days after deposit in the mail, or upon acknowledgment of receipt of facsimile transmission to the addresses set forth as follows, or such other address as is provided by notice as set forth herein.
If to 123Signup:
If to Organization: to the person signing on behalf of Organization on the Price Quotation, and to the address of the Organization's primary place of business.
Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If the force majeure event lasts longer than sixty (60) days either party may terminate this Agreement by providing to the other party written notice to such effect.
The waiver by a party of any of its rights hereunder or of the performance by the other party of any of its obligations hereunder shall be without prejudice to all other rights and obligations of the parties under this Agreement. No waiver on behalf of a party shall be effective or binding upon it unless made in writing.
This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of California exclusive of its conflicts of law principles.
If any provision of this Agreement is held illegal or unenforceable, that provision will be limited or eliminated to the maximum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
Amendment to this Agreement will only be effective if reduced to writing and executed by authorized signing representatives of the parties.
Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.
Organization may not assign this agreement without the express prior written consent of 123Signup.
The parties hereto, acknowledge that this TOS and the Price Quotation, hereto, supersede all prior proposals, that they have not been induced to enter into this Agreement by any representations or statements, oral or written, not expressly contained herein and that the terms and conditions of this Agreement shall prevail, notwithstanding any variance with the terms and conditions of any purchase order or other instrument submitted by said parties. If Organization uses any Affiliate (“Affiliate” means a third party that provides additional services not provided directly by 123Signup) Service(s), Organization may be subject to additional terms and conditions.
BY SIGNING THE PRICE QUOTATION, PRESENTED IN CONJUNCTION WITH THIS TOS, ORGANIZATION ACKNOWLEDGES THAT IT HAS CAREFULLY REVIEWED THE TERMS OF THIS TOS, AND AGREES TO BE BOUND BY ALL TERMS THEREIN, OR IN THE ALTERNATIVE, HAS BEEN NOTIFIED OF THIS TOS IN THE PRICE QUOTATION, HAS BEEN GIVEN THE OPPORTUNITY TO REVIEW ITS TERMS, AND HAS KNOWINGLY DECLINED TO REVIEW THEM, AND REGARDLESS, STILL AGREES TO BE BOUND BY ALL TERMS THEREIN.