AGREEMENT FOR EVENT SERVICES
Last Updated: 6:51pm (EST) on 4/6/17
This Agreement, dated 01/01/13 (the "Effective Date") for Event Services (the "Agreement") is between Racer Signup Inc., of ("Provider"), and , of ("Client") (together known as the "Parties"), for the performance of said Event Services and the production of Deliverables, as described in Schedule A, attached hereto and incorporated herein by reference. The Parties agree as follows:
1. DEFINITIONS
As used herein and throughout this Agreement:
1.1 "Agreement" means the entire content of this document, the Proposal document(s) (if any), Schedule A, and Schedule B, together with any other Supplement, Exhibits, or additional Schedules as may be attached hereto and incorporated herein by reference.
1.2 "Client Content" means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 "Copyrights" means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
1.4 "Deliverables" means the services and work product, as mutually agreed upon by Client and Provider, to be delivered by Provider to Client, in the form a service as specified in Schedule A.
1.5 "Services" (or "Provider's Services") means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Deliverables.
1.6 "Third Party Materials" means proprietary third party materials which are incorporated into the Final Deliverables, including, but not limited to, outside services (those services provided by companies, persons or parties who are not the Provider), stock photography or stock illustrations.
1.7 "Trademarks" means trade names, words, symbols, designs, logos or other devices or designs used to designate the origin or source of goods or services.
1.8 "Real Time" means the actual time during which a process or event occurs.
2. PARTIES
2.1 Client. The Client shall here be known as or , which is located at . This entity, through out this Agreement, may be referred to as Client or any variation of their name.
2.2 Provider. The Provider shall here be known as RacerSignup.com, Racer Signup, or Racer Signup Inc., which is located at 1102 South Missouri Ave, Unit 301, Clearwater, FL 33756. RacerSignUp.com is operated under Racer Signup Inc., a Delaware corporation. Throughout this Agreement, RacerSignUp.com may be referred to as Provider or any variation of their name here in stated.
3. INTELLECTUAL PROPERTY PROVISIONS
3.1 Client Content. Client Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Provider a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with Provider's performance of the Provider's Services and the production of the Deliverables.
3.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners.
4. FEES
In consideration of the Services to be performed by Provider, Client shall pay to Provider fees in the amounts and according to the Payment Terms and Schedule, as set forth in Schedule B, attached hereto and incorporated herein by reference.
5. TIMING AND DATA DELIVERY
5.1 Timing. Provider shall prioritize performance of the Services as may be necessary or as agreed upon by the Parties, and will undertake commercially reasonable efforts to perform the Services.
5.2 Data Delivery. Provider shall deliver in real time the race registration sign up data collected from the Event Services as performed by Provider. Should there be a technical error, accident, or website or Internet related issue the Provider is not responsible for delivering the data in real time. The delivery of the data will be done through either an online portal where the Client can log in to view the data or through a decided upon method by Provider. Provider is not responsible for inaccurate or incomplete data regardless of the cause. The data to be delivered is as follows (in no particular order), as submitted from each event registrant:
(a) Race Registrant Registration for
(b) Order Number
(c) Total Amount Charged to Credit Card
(d) Race Fee Amount Charged According to Registration Fee Structure
(e) Registrant's Name
(f) Registrant's Birth Date
(g) Registrant's Gender
(h) Registrant's Physical Address
(i) Registrant's Phone Number
(j) Registrant's Email Address
(k) Registrant's Allergies as Specified by Registrant
(l) Registrant's Emergency Contact and Phone Number
5.3 The Provider has full rights to collect any type from the event registrant in addition to that mentioned in this Agreement.
5.4 The Provider has full rights to store this data in any fashion for any period of time.
5.5 The Provider has full rights and ownership to all data collected through event registrations and that data sent by to the Provider by the Client. As the Provider has full rights and ownership to this data, the Provider may use this data in any way they see fit.
6. CLIENT RESPONSIBILITIES
Client acknowledges that he shall be responsible for performing the following in a reasonable and timely manner:
(a) Coordination of any decision-making with parties other than the Provider;
(b) Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation; and,
(c) Any race or event responsibilities other than those directly related to online registration.
7. RECOGNITION
Provider retains the right to reproduce, publish and display the Final Deliverables in Provider's portfolios and websites, and in galleries, design periodicals and other media or exhibits for the sole purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Deliverables in connection with such uses. Either Party, subject to the other's written approval, may include a link to the other Party's website.
8. CONFIDENTIAL INFORMATION
Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works ("Confidential Information"). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
9. RELATIONSHIP OF THE PARTIES
9.1 Service Provider. Provider is a service provider, not an employee of Client or any company affiliated with Client. Provider shall provide the Services under the general direction of Client, but Provider shall determine the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as agent or bind the other Party, except as expressly stated in this Agreement. Provider and the Deliverables prepared by Provider shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the Parties and the various terms and conditions of this Agreement.
9.2 No Exclusivity. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by Provider, and Provider shall be entitled to offer and provide online race registration services to others, solicit other clients and otherwise advertise the services offered by Provider.
10. WARRANTIES AND REPRESENTATIONS
10.1 By Client. Client represents, warrants and covenants to Provider that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content; and,
(b) To the best of Client's knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content, as well as any Trademarks in connection with the Service, does not and will not violate the rights of any third parties.
10.2 By Provider.
(a) The Provider hereby represents, warrants and covenants to Client that Provider will provide Provider's Services and produce the Deliverables as identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
11. FORCE MAJEURE
11.1 A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, computer failure, web hosting failure, web hosting server issues, website domain issues or similar event beyond that Party's reasonable control (each a "Force Majeure Event"); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
(a) Notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
(b) Use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
12. INDEMNIFICATION
12.1 By Client. Client agrees to indemnify, save and hold harmless Provider from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach or non-breach of Client's responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, Client shall promptly notify Provider in writing of any claim or suit. Client has sole control of the defense and all related settlement negotiations. Provider shall provide Client with commercially reasonable assistance, information and authority necessary to perform Client's obligations under this section. Client agrees that the Provider is not responsible for any harm, death, injury, illness, health condition, damages (physical or mental), liabilities, costs, losses or expenses arising from those people, persons, groups or entities participating in the Client's event and races. In which case such an incident arises from a participant, the Client is solely responsible.
12.2 By Provider. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Provider agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Provider's representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client.
13 DISPUTE RESOLUTION
13.1 In the event of disputes and differences between the parties or any of it's employees or associates, the parties agree to first attempt to resolve any dispute by negotiation between the parties. Should that fail;
(a) The parties recognize that litigation in court can be time-consuming and expensive; and,
(b) Wherefore, in the event there are any disputes or controversies that arise between the parties pursuant to the terms in this Agreement, then the parties are waiving their right to litigate these issues in court and instead elect to have these disputes resolved through arbitration.
(c) The Provider will appoint an arbitrator.
(d) The parties hereto agree to refer the following matters and responsibilities to the Arbitrator: To resolve all disputes and differences under this Agreement.
(e) The parties agree that any disputes are to be arbitrated through the American Arbitration Association and that the parties agree to abide by the rules of the Commercial Arbitration Rules of the American Arbitration Association.
(f) Wherefore, it is agreed that all claims and disputes arising or relating to this Agreement are to be settled by binding arbitration in the State of Florida.
(g) Said arbitration is to be resolved through the Commercial Arbitration Rules of the American Arbitration Association and the parties agree to abide by these rules.
(h) Any decision or award as a result of any such arbitration shall be issued in writing and the arbitrator shall be mutually selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
(i) Any arbitration award may be confirmed in a court of competent jurisdiction.
14. TERM AND TERMINATION
14.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and the Final Deliverables are delivered.
14.2 This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties, or if any Party:
(a) Becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors; or,
(b) Breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 20 days from receipt of written notice of such breach.
14.3 Upon expiration or termination of this Agreement:
(a) Each Party shall return or, at the disclosing Party's request, destroy the Confidential Information of the other Party; and,
(b) Other than as provided herein, all rights and obligations of each Party under this Agreement, exclusive of the Services, shall survive.
15. GENERAL
15.1 Modification/Waiver. This Agreement may be modified at any time by the Provider, but any modification of this Agreement must be in writing and executed by both Parties. Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. Upon any modification of this Agreement the Provider may or may not notify the Client. The Provider is under no obligation to notify the Client of any modification to this Agreement. It's the Client's responsibility to periodically review this Agreement and make sure they are in compliance. The modified Agreement will then replace the existing Agreement with all its rights and provisions. At which time the Client may review the Agreement. If the Client objects to the Agreement in part or full, they must terminate service immediately with Racer SignUp Inc. and put in writing to the Provider as such, following all statements within this Agreement regarding termination. Continued service from the Provider indicates agreement to the newly modified Agreement in part and in whole.
15.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
15.3 No Assignment. Provider shall not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of Client.
15.4 Governing Law. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Florida without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
15.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
15.6 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
15.7 Integration. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Parties relating to the subject matter of this Agreement. By their execution, the Parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective Party to all of the terms and conditions herein.
Schedule A: Deliverables
A.1 Provider delivers the service of online race registration for the Client's race participants who choose to register online and process their registration fee using an acceptable credit card as accepted by those the Provider's merchant. The online registration will require a processing fee as detailed in Schedule B. Registration will be done through a web page that the Provider provides. It is up to the Provider as to how the web page and online registration process will operate, flow and function, as well as how the design will look.
A.2 Provider also delivers the service of providing a real time list of race registrants which contains all registration data as detailed in this Agreement. The Provider retains the right to present the registration data in any fashion they see commercially reasonable. This may include but is not limited to a web portal were the Client can login to view such data.
A.3 Provider may market the Client's event but this is not required as a deliverable. The Provider is under no obligation to provide any marketing services. It's at the Provider's discretion if they so choose to provide marketing services, and what type of services to provide.
Schedule B: Payment Terms and Schedule
B.1 Provider will charge a processing fee of 6% + $1.25 per transaction as detailed within Schedule B.
B.2 100% of the event registration fees collected on behalf of the Client will be delivered to Client minus any processing fees added on to or subtracted out of that registration fee as detailed in this Agreement and outlined under Schedule B.4.
B.3 Client will receive payments in the form of a direct deposit, check or money order from the Provider. The Client chooses to receive payments either via direct deposit or as a check/money order. Racer SignUp Inc. reserves the right to send a money order in place of a check. The chosen method of receipt of payment, be it direct deposit or check, must be decided on (and submitted to Racer SignUp Inc through the setup form on www.racersignup.com) 10 days prior to the payment's payout date for it to take effect. Racer SignUp Inc. reserves the right to final decision on what payment method the Client will receive payment through.
B.3.1 Payment payout date is the 1st and 15th of the month. Those two dates are the payment release dates for transaction or registration fees collected for the Client.
(a) The payment will include all collected transaction fees due to the Client as detailed in Schedule B up to 10 days prior to the release date. Any transactions proceed after that 10 day mark will not be included on the released date payment.
(b) The Client will receive an emailed notice on the payment release date (the 1st and 15th) informing them of the disbursement details.
B.3.2 Checks will be place in the mail or given to a mailing service provider on the payout date. Checks are NOT required to be received by the Client on or before the payment payout date. The only requirement is that Racer SignUp Inc. places the check(s) into the mail by end of day (midnight, EST) on the payment payout date, or the check(s) is given to the delivery service provider by end of day (midnight, EST) on the payment payout date. The only exception is bank holidays, non-mailing days, and in the event of an environmental or natural disaster. In which case Racer SignUp Inc. is required to place the check(s) into the mail when it's not a bank holiday, and is a day mail is delivered by the postal carrier (U.S. Post Office), and Racer SignUp Inc. determines its reasonably safe to do so.
(a) Racer SignUp Inc. is not responsible for any delays or harm caused directly or indirectly by the U.S. Post Office or any other third party delivery, shipping or mailing service.
(b) Should mail be returned by the U.S. Post Office or by a third party provider, Racer SignUp Inc. will place the check back into the mail when they determine it's reasonable to do so. That may require correcting of an address. Racer SignUp Inc. is not responsible for any harm or delays caused by returned mail.
(c) It's the Client's responsibility to maintain an accurate and current mailing address with Racer SignUp Inc. Racer SignUp Inc. is not responsible for any harm or delays caused by inaccurate or non-current mailing addresses.
(d) After three unsuccessful attempts to mail a check the Client forfeits the payment over to Racer SignUp Inc. That payment is then marked as paid to the Client and is no longer due to the Client.
(e) All checks are only valid for 90 days of the issuance date printed on the check.
(f) Requests for reissuing of a check will incur a fee of $35 per check. That fee will be deducted from the total check amount being reissued, and the check will be written for less that amount. In the event the check to be reissued doesn't have enough to cover the fee, the amount will be deducted from subsequent checks until the fee is paid in full. If the event has completed registration and no more fees will be corrected for that specific event and the reissuing check fee has not been paid for, then Racer SignUp Inc. has the right to collect that fee from another event by the same Client and to collect that fee in any other means. This fee is non-refundable.
B.3.3 Direct deposits are initiated on the 1st and 15th of the month. That does NOT mean the deposit will be received on the 1st or 15th, instead, it means the deposit will be initiated by Racer SignUp Inc. on the payment release date. Typically financial institutions deposit the funds on the second business day after funds are initiated. If the payment release date (date payment to be initiated, typically the 1st and the 15th) falls on a bank holiday or non-banking day the payment will be initiated on the next banking day. In the event of an environmental or natural disaster, Racer SignUp Inc will initiate the payment on the next reasonable date.
(a) Direct deposits go out in the form of an ACH transaction.
(b) The Client is required to fill out a direct deposit form with Racer SignUp Inc 10 days prior to it taking effect.
(c) Racer SignUp Inc. is not responsible for any harm or delays in payment caused by missing or inaccurate direct deposit information.
(d) Racer SignUp Inc. reserves the right to send a check or money order in place of a direct deposit should there be complications with sending the payment through direct deposit.
(e) Racer SignUp Inc. is not responsible and is under no obligation to pay via direct deposit if either the sending or receiving financial institution rejects the direct deposit. In which case Racer SignUp Inc. will send the payment via check.
B.4 Pricing Structure and Processing Fees:
B.4.1 The structure for the event registration fee collected by Racer SignUp Inc. on behalf of the Client for participant transactions will be decided on by the Client and implemented by the Provider. The processing fee, be it added on top of the event registration fee or subtracted from the registration fee, will be decided on by the Provider. The Client will provide the Provider with the event registration fee structure in writing prior to the opening day and time of the online registration. This fee structure can not change once the event registration has begun. A processing fee will be either added to that race registration fee or subtracted from the fee's total amount as detailed and submitted by the Client to Racer SignUp Inc. on the event setup form located on www.racersignup.com.
B.5 In the event of unavailability of funds to be released for the payment date for whatever reason, funds will then be released to the Client when Racer SignUp Inc. is reasonably able to do so.
B.6 Racer SignUp Inc. is under no obligation to pay interest on any payments or funds to be released on payment payout dates, including on any late payments. Should Racer SignUp Inc. miss a payment date, they will release the funds as soon as reasonable able to do so. Racer SignUp Inc. is not responsible for any harm caused indirectly or directly due to late payments. The Client give up their right to seek legal action against Racer SignUp Inc. for any late payments or harm caused indirectly or directly.
B.7 Custom Development and Additional Services:
B.7.1 The Client may request custom development and addition services from the Provider. But the has the right to deny the right to work on any custom development and/or additional work, and may terminate working on such jobs at any time.
B.7.2 The Provider has full rights to use, modify and sell any custom development and/or additional work provided.
B.7.3 The Provider reserves the right to bill the Client at any time for custom development and/or additional work.
B.7.4 Any custom development or additional work the Client requests, other than services the already existing website and software can provide at the time prior to the Client starting service with the Provider, will incur an additional fee to be paid by the Client to the Provider. The additional fee is calculated by the following:
(a) $25,000 for development of a custom registration fee structure or change to an existing one
(b) $10,000 for each time the provider has to correct or change custom development by request of the Client
(c) $10,00 each time the Provider has to correct custom development because it's causing harm or bugs to any part of the websites owned by Racer SignUp Inc.
(b) $1,000 per requested design change
(c) $100 per page for custom reports
(d) All work not listed above incurs a fee of $125 per hour for work done by the Provider.
B.7.5 All additional costs and fees are due immediately prior to the development and/or additional work being provided. In the event the fee or cost is not paid in full before work or development has begun a one time fee of $1,000 will be added onto the total due, plus interest of 15% of the total amount due for every 30 days late. These late fees and penalties will be due immediately.
17. COMPLETE AGREEMENT
17.1 This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.
B.8 Refunds For Event Registration
B.8.1 The Client shall be solely responsible for any refunds and their fees. In order to cover the fees and the amount to be refunded, the Provider has the right to take funds from any future pay out to the Client or any other funds the Client has with the Provider. If no funds are available at the request of a refund, the Client must delivering funds to the Provider within 2 business days of being notified. No refunds will be processed unless funds are available.
B.9 Charge-Backs From Event Registrations
B.9.1 The Client shall be solely responsible for any and all fees and amounts due back from a charge-back. In order to cover the fees and amount to be charged back, the Provider has the right to take funds from any future pay out to the Client or any other funds the Client has with the Provider. If no funds are available at the request of a charge-back, the Client must delivering funds to the Provider within 2 business days of being notified.
B.9 Fees For Cancellation Of An Event
5.9.1 Upon cancellation of an event the Client is solely responsible for refunding all registration amounts and fees. The Client much delivering the sum of these funds to the Provider within 2 business days of being notified. Failure to do so may result in the Provider filing legal proceedings against the Client.
B.10 Returned Check or ACH Fee
B.10.1 If a check or ACH payment from a Client is returned by the Provider's financial institution the Client must pay a fee of $36 plus the original check or ACH payment amount. This fee plus the original amount id due in immediately upon notice.
16. AGREEMENT AND SIGNATURE
16.1 Client Agreement.
Here by signing this Agreement;
(a) I acknowledge that I have read and understand it and all of its statements.
(b) I agree to the statements in both part and full within this Agreement, and to uphold them.
(c) I am singing this Agreement voluntarily.
16.2 Digital Signature.
Should this document be signed using a digital signature that signature is legal binding and the parties agree will be permissible in a court of law.
Last Updated: 6:51pm (EST) on 4/6/17
This Agreement, dated 01/01/13 (the "Effective Date") for Event Services (the "Agreement") is between Racer Signup Inc., of ("Provider"), and , of ("Client") (together known as the "Parties"), for the performance of said Event Services and the production of Deliverables, as described in Schedule A, attached hereto and incorporated herein by reference. The Parties agree as follows:
1. DEFINITIONS
As used herein and throughout this Agreement:
1.1 "Agreement" means the entire content of this document, the Proposal document(s) (if any), Schedule A, and Schedule B, together with any other Supplement, Exhibits, or additional Schedules as may be attached hereto and incorporated herein by reference.
1.2 "Client Content" means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 "Copyrights" means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
1.4 "Deliverables" means the services and work product, as mutually agreed upon by Client and Provider, to be delivered by Provider to Client, in the form a service as specified in Schedule A.
1.5 "Services" (or "Provider's Services") means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Deliverables.
1.6 "Third Party Materials" means proprietary third party materials which are incorporated into the Final Deliverables, including, but not limited to, outside services (those services provided by companies, persons or parties who are not the Provider), stock photography or stock illustrations.
1.7 "Trademarks" means trade names, words, symbols, designs, logos or other devices or designs used to designate the origin or source of goods or services.
1.8 "Real Time" means the actual time during which a process or event occurs.
2. PARTIES
2.1 Client. The Client shall here be known as or , which is located at . This entity, through out this Agreement, may be referred to as Client or any variation of their name.
2.2 Provider. The Provider shall here be known as RacerSignup.com, Racer Signup, or Racer Signup Inc., which is located at 1102 South Missouri Ave, Unit 301, Clearwater, FL 33756. RacerSignUp.com is operated under Racer Signup Inc., a Delaware corporation. Throughout this Agreement, RacerSignUp.com may be referred to as Provider or any variation of their name here in stated.
3. INTELLECTUAL PROPERTY PROVISIONS
3.1 Client Content. Client Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Provider a nonexclusive, nontransferable license to use, reproduce, and modify the Client Content solely in connection with Provider's performance of the Provider's Services and the production of the Deliverables.
3.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners.
4. FEES
In consideration of the Services to be performed by Provider, Client shall pay to Provider fees in the amounts and according to the Payment Terms and Schedule, as set forth in Schedule B, attached hereto and incorporated herein by reference.
5. TIMING AND DATA DELIVERY
5.1 Timing. Provider shall prioritize performance of the Services as may be necessary or as agreed upon by the Parties, and will undertake commercially reasonable efforts to perform the Services.
5.2 Data Delivery. Provider shall deliver in real time the race registration sign up data collected from the Event Services as performed by Provider. Should there be a technical error, accident, or website or Internet related issue the Provider is not responsible for delivering the data in real time. The delivery of the data will be done through either an online portal where the Client can log in to view the data or through a decided upon method by Provider. Provider is not responsible for inaccurate or incomplete data regardless of the cause. The data to be delivered is as follows (in no particular order), as submitted from each event registrant:
(a) Race Registrant Registration for
(b) Order Number
(c) Total Amount Charged to Credit Card
(d) Race Fee Amount Charged According to Registration Fee Structure
(e) Registrant's Name
(f) Registrant's Birth Date
(g) Registrant's Gender
(h) Registrant's Physical Address
(i) Registrant's Phone Number
(j) Registrant's Email Address
(k) Registrant's Allergies as Specified by Registrant
(l) Registrant's Emergency Contact and Phone Number
5.3 The Provider has full rights to collect any type from the event registrant in addition to that mentioned in this Agreement.
5.4 The Provider has full rights to store this data in any fashion for any period of time.
5.5 The Provider has full rights and ownership to all data collected through event registrations and that data sent by to the Provider by the Client. As the Provider has full rights and ownership to this data, the Provider may use this data in any way they see fit.
6. CLIENT RESPONSIBILITIES
Client acknowledges that he shall be responsible for performing the following in a reasonable and timely manner:
(a) Coordination of any decision-making with parties other than the Provider;
(b) Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation; and,
(c) Any race or event responsibilities other than those directly related to online registration.
7. RECOGNITION
Provider retains the right to reproduce, publish and display the Final Deliverables in Provider's portfolios and websites, and in galleries, design periodicals and other media or exhibits for the sole purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Deliverables in connection with such uses. Either Party, subject to the other's written approval, may include a link to the other Party's website.
8. CONFIDENTIAL INFORMATION
Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works ("Confidential Information"). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.
9. RELATIONSHIP OF THE PARTIES
9.1 Service Provider. Provider is a service provider, not an employee of Client or any company affiliated with Client. Provider shall provide the Services under the general direction of Client, but Provider shall determine the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture, and neither Party is authorized to act as agent or bind the other Party, except as expressly stated in this Agreement. Provider and the Deliverables prepared by Provider shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the Parties and the various terms and conditions of this Agreement.
9.2 No Exclusivity. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by Provider, and Provider shall be entitled to offer and provide online race registration services to others, solicit other clients and otherwise advertise the services offered by Provider.
10. WARRANTIES AND REPRESENTATIONS
10.1 By Client. Client represents, warrants and covenants to Provider that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content; and,
(b) To the best of Client's knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content, as well as any Trademarks in connection with the Service, does not and will not violate the rights of any third parties.
10.2 By Provider.
(a) The Provider hereby represents, warrants and covenants to Client that Provider will provide Provider's Services and produce the Deliverables as identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
11. FORCE MAJEURE
11.1 A Party shall be not be considered in breach of or in default under this Agreement on account of, and shall not be liable to the other Party for, any delay or failure to perform its obligations hereunder by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, computer failure, web hosting failure, web hosting server issues, website domain issues or similar event beyond that Party's reasonable control (each a "Force Majeure Event"); provided, however, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
(a) Notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
(b) Use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
12. INDEMNIFICATION
12.1 By Client. Client agrees to indemnify, save and hold harmless Provider from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach or non-breach of Client's responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, Client shall promptly notify Provider in writing of any claim or suit. Client has sole control of the defense and all related settlement negotiations. Provider shall provide Client with commercially reasonable assistance, information and authority necessary to perform Client's obligations under this section. Client agrees that the Provider is not responsible for any harm, death, injury, illness, health condition, damages (physical or mental), liabilities, costs, losses or expenses arising from those people, persons, groups or entities participating in the Client's event and races. In which case such an incident arises from a participant, the Client is solely responsible.
12.2 By Provider. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Provider agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Provider's representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client.
13 DISPUTE RESOLUTION
13.1 In the event of disputes and differences between the parties or any of it's employees or associates, the parties agree to first attempt to resolve any dispute by negotiation between the parties. Should that fail;
(a) The parties recognize that litigation in court can be time-consuming and expensive; and,
(b) Wherefore, in the event there are any disputes or controversies that arise between the parties pursuant to the terms in this Agreement, then the parties are waiving their right to litigate these issues in court and instead elect to have these disputes resolved through arbitration.
(c) The Provider will appoint an arbitrator.
(d) The parties hereto agree to refer the following matters and responsibilities to the Arbitrator: To resolve all disputes and differences under this Agreement.
(e) The parties agree that any disputes are to be arbitrated through the American Arbitration Association and that the parties agree to abide by the rules of the Commercial Arbitration Rules of the American Arbitration Association.
(f) Wherefore, it is agreed that all claims and disputes arising or relating to this Agreement are to be settled by binding arbitration in the State of Florida.
(g) Said arbitration is to be resolved through the Commercial Arbitration Rules of the American Arbitration Association and the parties agree to abide by these rules.
(h) Any decision or award as a result of any such arbitration shall be issued in writing and the arbitrator shall be mutually selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
(i) Any arbitration award may be confirmed in a court of competent jurisdiction.
14. TERM AND TERMINATION
14.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and the Final Deliverables are delivered.
14.2 This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties, or if any Party:
(a) Becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors; or,
(b) Breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 20 days from receipt of written notice of such breach.
14.3 Upon expiration or termination of this Agreement:
(a) Each Party shall return or, at the disclosing Party's request, destroy the Confidential Information of the other Party; and,
(b) Other than as provided herein, all rights and obligations of each Party under this Agreement, exclusive of the Services, shall survive.
15. GENERAL
15.1 Modification/Waiver. This Agreement may be modified at any time by the Provider, but any modification of this Agreement must be in writing and executed by both Parties. Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. Upon any modification of this Agreement the Provider may or may not notify the Client. The Provider is under no obligation to notify the Client of any modification to this Agreement. It's the Client's responsibility to periodically review this Agreement and make sure they are in compliance. The modified Agreement will then replace the existing Agreement with all its rights and provisions. At which time the Client may review the Agreement. If the Client objects to the Agreement in part or full, they must terminate service immediately with Racer SignUp Inc. and put in writing to the Provider as such, following all statements within this Agreement regarding termination. Continued service from the Provider indicates agreement to the newly modified Agreement in part and in whole.
15.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
15.3 No Assignment. Provider shall not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of Client.
15.4 Governing Law. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Florida without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
15.5 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
15.6 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
15.7 Integration. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Parties relating to the subject matter of this Agreement. By their execution, the Parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective Party to all of the terms and conditions herein.
Schedule A: Deliverables
A.1 Provider delivers the service of online race registration for the Client's race participants who choose to register online and process their registration fee using an acceptable credit card as accepted by those the Provider's merchant. The online registration will require a processing fee as detailed in Schedule B. Registration will be done through a web page that the Provider provides. It is up to the Provider as to how the web page and online registration process will operate, flow and function, as well as how the design will look.
A.2 Provider also delivers the service of providing a real time list of race registrants which contains all registration data as detailed in this Agreement. The Provider retains the right to present the registration data in any fashion they see commercially reasonable. This may include but is not limited to a web portal were the Client can login to view such data.
A.3 Provider may market the Client's event but this is not required as a deliverable. The Provider is under no obligation to provide any marketing services. It's at the Provider's discretion if they so choose to provide marketing services, and what type of services to provide.
Schedule B: Payment Terms and Schedule
B.1 Provider will charge a processing fee of 6% + $1.25 per transaction as detailed within Schedule B.
B.2 100% of the event registration fees collected on behalf of the Client will be delivered to Client minus any processing fees added on to or subtracted out of that registration fee as detailed in this Agreement and outlined under Schedule B.4.
B.3 Client will receive payments in the form of a direct deposit, check or money order from the Provider. The Client chooses to receive payments either via direct deposit or as a check/money order. Racer SignUp Inc. reserves the right to send a money order in place of a check. The chosen method of receipt of payment, be it direct deposit or check, must be decided on (and submitted to Racer SignUp Inc through the setup form on www.racersignup.com) 10 days prior to the payment's payout date for it to take effect. Racer SignUp Inc. reserves the right to final decision on what payment method the Client will receive payment through.
B.3.1 Payment payout date is the 1st and 15th of the month. Those two dates are the payment release dates for transaction or registration fees collected for the Client.
(a) The payment will include all collected transaction fees due to the Client as detailed in Schedule B up to 10 days prior to the release date. Any transactions proceed after that 10 day mark will not be included on the released date payment.
(b) The Client will receive an emailed notice on the payment release date (the 1st and 15th) informing them of the disbursement details.
B.3.2 Checks will be place in the mail or given to a mailing service provider on the payout date. Checks are NOT required to be received by the Client on or before the payment payout date. The only requirement is that Racer SignUp Inc. places the check(s) into the mail by end of day (midnight, EST) on the payment payout date, or the check(s) is given to the delivery service provider by end of day (midnight, EST) on the payment payout date. The only exception is bank holidays, non-mailing days, and in the event of an environmental or natural disaster. In which case Racer SignUp Inc. is required to place the check(s) into the mail when it's not a bank holiday, and is a day mail is delivered by the postal carrier (U.S. Post Office), and Racer SignUp Inc. determines its reasonably safe to do so.
(a) Racer SignUp Inc. is not responsible for any delays or harm caused directly or indirectly by the U.S. Post Office or any other third party delivery, shipping or mailing service.
(b) Should mail be returned by the U.S. Post Office or by a third party provider, Racer SignUp Inc. will place the check back into the mail when they determine it's reasonable to do so. That may require correcting of an address. Racer SignUp Inc. is not responsible for any harm or delays caused by returned mail.
(c) It's the Client's responsibility to maintain an accurate and current mailing address with Racer SignUp Inc. Racer SignUp Inc. is not responsible for any harm or delays caused by inaccurate or non-current mailing addresses.
(d) After three unsuccessful attempts to mail a check the Client forfeits the payment over to Racer SignUp Inc. That payment is then marked as paid to the Client and is no longer due to the Client.
(e) All checks are only valid for 90 days of the issuance date printed on the check.
(f) Requests for reissuing of a check will incur a fee of $35 per check. That fee will be deducted from the total check amount being reissued, and the check will be written for less that amount. In the event the check to be reissued doesn't have enough to cover the fee, the amount will be deducted from subsequent checks until the fee is paid in full. If the event has completed registration and no more fees will be corrected for that specific event and the reissuing check fee has not been paid for, then Racer SignUp Inc. has the right to collect that fee from another event by the same Client and to collect that fee in any other means. This fee is non-refundable.
B.3.3 Direct deposits are initiated on the 1st and 15th of the month. That does NOT mean the deposit will be received on the 1st or 15th, instead, it means the deposit will be initiated by Racer SignUp Inc. on the payment release date. Typically financial institutions deposit the funds on the second business day after funds are initiated. If the payment release date (date payment to be initiated, typically the 1st and the 15th) falls on a bank holiday or non-banking day the payment will be initiated on the next banking day. In the event of an environmental or natural disaster, Racer SignUp Inc will initiate the payment on the next reasonable date.
(a) Direct deposits go out in the form of an ACH transaction.
(b) The Client is required to fill out a direct deposit form with Racer SignUp Inc 10 days prior to it taking effect.
(c) Racer SignUp Inc. is not responsible for any harm or delays in payment caused by missing or inaccurate direct deposit information.
(d) Racer SignUp Inc. reserves the right to send a check or money order in place of a direct deposit should there be complications with sending the payment through direct deposit.
(e) Racer SignUp Inc. is not responsible and is under no obligation to pay via direct deposit if either the sending or receiving financial institution rejects the direct deposit. In which case Racer SignUp Inc. will send the payment via check.
B.4 Pricing Structure and Processing Fees:
B.4.1 The structure for the event registration fee collected by Racer SignUp Inc. on behalf of the Client for participant transactions will be decided on by the Client and implemented by the Provider. The processing fee, be it added on top of the event registration fee or subtracted from the registration fee, will be decided on by the Provider. The Client will provide the Provider with the event registration fee structure in writing prior to the opening day and time of the online registration. This fee structure can not change once the event registration has begun. A processing fee will be either added to that race registration fee or subtracted from the fee's total amount as detailed and submitted by the Client to Racer SignUp Inc. on the event setup form located on www.racersignup.com.
B.5 In the event of unavailability of funds to be released for the payment date for whatever reason, funds will then be released to the Client when Racer SignUp Inc. is reasonably able to do so.
B.6 Racer SignUp Inc. is under no obligation to pay interest on any payments or funds to be released on payment payout dates, including on any late payments. Should Racer SignUp Inc. miss a payment date, they will release the funds as soon as reasonable able to do so. Racer SignUp Inc. is not responsible for any harm caused indirectly or directly due to late payments. The Client give up their right to seek legal action against Racer SignUp Inc. for any late payments or harm caused indirectly or directly.
B.7 Custom Development and Additional Services:
B.7.1 The Client may request custom development and addition services from the Provider. But the has the right to deny the right to work on any custom development and/or additional work, and may terminate working on such jobs at any time.
B.7.2 The Provider has full rights to use, modify and sell any custom development and/or additional work provided.
B.7.3 The Provider reserves the right to bill the Client at any time for custom development and/or additional work.
B.7.4 Any custom development or additional work the Client requests, other than services the already existing website and software can provide at the time prior to the Client starting service with the Provider, will incur an additional fee to be paid by the Client to the Provider. The additional fee is calculated by the following:
(a) $25,000 for development of a custom registration fee structure or change to an existing one
(b) $10,000 for each time the provider has to correct or change custom development by request of the Client
(c) $10,00 each time the Provider has to correct custom development because it's causing harm or bugs to any part of the websites owned by Racer SignUp Inc.
(b) $1,000 per requested design change
(c) $100 per page for custom reports
(d) All work not listed above incurs a fee of $125 per hour for work done by the Provider.
B.7.5 All additional costs and fees are due immediately prior to the development and/or additional work being provided. In the event the fee or cost is not paid in full before work or development has begun a one time fee of $1,000 will be added onto the total due, plus interest of 15% of the total amount due for every 30 days late. These late fees and penalties will be due immediately.
17. COMPLETE AGREEMENT
17.1 This Agreement is the entire understanding of the parties and supersedes all prior understandings and documents relating to the subject matter of this Agreement.
B.8 Refunds For Event Registration
B.8.1 The Client shall be solely responsible for any refunds and their fees. In order to cover the fees and the amount to be refunded, the Provider has the right to take funds from any future pay out to the Client or any other funds the Client has with the Provider. If no funds are available at the request of a refund, the Client must delivering funds to the Provider within 2 business days of being notified. No refunds will be processed unless funds are available.
B.9 Charge-Backs From Event Registrations
B.9.1 The Client shall be solely responsible for any and all fees and amounts due back from a charge-back. In order to cover the fees and amount to be charged back, the Provider has the right to take funds from any future pay out to the Client or any other funds the Client has with the Provider. If no funds are available at the request of a charge-back, the Client must delivering funds to the Provider within 2 business days of being notified.
B.9 Fees For Cancellation Of An Event
5.9.1 Upon cancellation of an event the Client is solely responsible for refunding all registration amounts and fees. The Client much delivering the sum of these funds to the Provider within 2 business days of being notified. Failure to do so may result in the Provider filing legal proceedings against the Client.
B.10 Returned Check or ACH Fee
B.10.1 If a check or ACH payment from a Client is returned by the Provider's financial institution the Client must pay a fee of $36 plus the original check or ACH payment amount. This fee plus the original amount id due in immediately upon notice.
16. AGREEMENT AND SIGNATURE
16.1 Client Agreement.
Here by signing this Agreement;
(a) I acknowledge that I have read and understand it and all of its statements.
(b) I agree to the statements in both part and full within this Agreement, and to uphold them.
(c) I am singing this Agreement voluntarily.
16.2 Digital Signature.
Should this document be signed using a digital signature that signature is legal binding and the parties agree will be permissible in a court of law.
