TERMS OF SERVICE AGREEMENT - EXPO/REGISTRATION/WEB CONFERENCING SERVICE
LETSGOEXPO, INC., D/B/A LETSGOEXPO, LETSGOCRM, LETSGOREGISTER AND OTHER DBA'S ("COMPANY") IS WILLING TO PROVIDE ITS SERVICES TO YOU ONLY IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONSOF THIS TERMS OF SERVICE AGREEMENT (THIS "AGREEMENT"). PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY CHECKING THE "I HAVE READ AND AGREED TO THE TERMS AND CONDITIONS BOX, YOU ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. COMPANY Provision of the Services. During the term of this Agreement, COMPANY will provide its online event registration services, hosting, storage, and in general, access to the LetsGoExpo system (the "Services") to you. These Services allow you to manage content, hold webcasts, process registrations online for your meetings and events. The Services include functionality such as credit card processing, email broadcasting, registrant management, flexible reporting, hotel reservations and room block management, automatic waitlist handling, on-site management, name badges, post-event surveys, and reusable event templates. You acknowledge and agree that COMPANY reserves the right, in its sole discretion, at any time and from time to time, to modify any or all of the Services without liability of any kind.
2. Use of the Services. You agree that neither you nor any registrant or potential registrant of an event organized by you ("Registrant") will use the Services to:
2.1. disseminate or transmit any material that is unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or harms minors in any way,
2.2. disseminate or transmit any material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
2.3. disseminate or transmit any material that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
2.4. disseminate or transmit any material that constitutes unsolicited or unauthorized advertising, promotional materials, surveys, contests, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
2.5. disseminate or 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; or
2.6. disseminate or transmit any material that otherwise may constitute a criminal offense; give rise to civil liability; or violate applicable law, rule or regulation.
3. Ownership. You acknowledge and agree that, as between COMPANY and you, the Services, COMPANY's website located at http://www.COMPANY.com (the "Site"), and all components thereof are the exclusive property of COMPANY, and COMPANY owns all right, title and interest, including copyrights and other intellectual property rights, in and to any and all ideas, concepts, expertise, programs, systems, methodologies, data or other materials embodied in, underlying or reduced to practice in the Services and/or Site. The Services and Site may only be used by you as expressly authorized herein. All rights not specifically granted by COMPANY hereunder are reserved by COMPANY.
4. Registration Data; Confidential Information; Privacy.
4.1. Registration Data. In order to receive the Services, you will have to provide certain registration information to COMPANY and select a password (collectively "Account Information"). You acknowledge and agree that you are responsible for maintaining the confidentiality of your Account & Registrant Information and for all uses of your password (including but not limited to all materials disseminated or transmitted under your password). You are fully responsible for all activities that occur under your Account Information. You agree that your Account Information may be used to attribute an electronic record and electronic signature to you. Therefore, you shall not disclose your Account Information to unauthorized third parties. You agree to notify us immediately of any unauthorized use of your Account Information or any other breach of security. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may, in our sole discretion, suspend or terminate your account and decline to permit your continued use of the Services.
5. Payment and Billing
5.1. Basic Services Fees. COMPANY's fees for the Services are published on the Pricing and Fees page of the site for each respective service provided.
5.2. Fees for Additional Services. You may also engage COMPANY to provide the additional Services, the pricing for each are either available on the website or on a separate document supplied by COMPANY.: Some services offered include Online Surveys, Email Broadcasts, Customization, Registration Form Creation and Modification, Private Training, and Membership Management.
5.3. Credit Card Processing
5.3.1. In situations where COMPANY is the merchant of record, and is reselling your services to Registrants, you will be charged the following processing fees:
5.3.1a. 6% of the total transaction amount with respect to American Express, Discover and Diners Club; and
5.3.1b. 5% of the total transaction amount with respect to all other credit cards.
5.3.2. You will also be charged a $15 processing fee per chargeback. The following additional terms and conditions will also apply (a) you shall maintain a fair policy with respect to the cancellation and refund of fees and payments that is readily available to your Registrants; (b) you are solely responsible for managing issues arising from chargebacks from Registrants, and you will reimburse COMPANY in full for all chargebacks and all fees arising from chargebacks within 30 days of the date of each chargeback; and (c) if COMPANY determines that you are experiencing an excessive amount of chargebacks with respect to the Services, then COMPANY may, in its sole discretion and without notice to you, terminate your right and ability to use the credit card processing feature of the Services through the COMPANY Standard and/or Mini Merchant Account.
5.3.3. In situations where COMPANY is providing card processing services to you, and you are the merchant of record, you will be charged a one time set up fee (currently $500) for a supported gateway. You will further be responsible for any fees or charges which may be imposed in connection with the registration of COMPANY as a merchant servicer or agent with any card brand.
5.3.4. Billing. Payment via credit card is required for the first three months. COMPANY will deduct the fees due from credit card processing remittances. COMPANY will send a monthly invoice and a check for credit card processing remittance (if applicable). After the first three invoices, you may apply for Net 30 day terms. If your application is accepted, all invoices shall be payable in U.S. dollars within 30 days of receipt. In the event that payment for an invoice is overdue, COMPANY may impose a finance charge of one and one-half percent (1.5%) per month, or the maximum rate allowed by law if less. If COMPANY requires use of collection agencies, attorneys, or courts of law for collection on your account, you shall be responsible for those expenses. You acknowledge and agree that you are responsible for reporting and paying any applicable taxes arising from your use of the Services.
6. COMPANY Technical Support. During the term of this Agreement, COMPANY will provide you technical support relating to the use of the Services via the Site. This support is available via email and telephone between the hours of 7am and 6pm PST, Monday-Friday. You acknowledge and agree that COMPANY is not responsible for providing any technical support with respect to the Services or the Site to your Registrants.
7.1. Infrastructure Security. COMPANY takes great pride in providing a secure web-based application to protect information you provide when using the Services. Accordingly, COMPANY conducts regular backups of all client data, provides front end and back end security using various security protocols, including without limitation, firewalls, Network Address Translation, virus scanning and Secure Socket Layer technology to encrypt and protect certain information. In addition, COMPANY's infrastructure is hosted in a Class A data center.
7.2. Credit Card Security. If you request that COMPANY make your Registrant's credit card information available to the users of your account via COMPANY's system and its reports, you accept full responsibility for the safeguarding of all collected credit card numbers, including without limitation, limiting access to such credit card numbers, discarding documents immediately after usage, and maintaining reliable safeguards to protect such credit card numbers from misuse or abuse. You agree to defend, indemnify and hold harmless COMPANY for all liabilities, claims and expenses (including attorneys' fees) that arise from or are related to the abuse or misuse of credit card information stored in your account, whether such abuse is committed by your employees, vendors or anyone else who is provided with, or gains access to credit card numbers stored in your account.
8. Publicity. COMPANY may display and publish information regarding your organization's choice to do business with COMPANY. This may include testimonials, case studies, announcements, screen shots and logo displays on materials including but not limited to press releases, brochures, websites, service slicks, and public display items.
9. Disclaimer of Warranties. THE SERVICES AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE SERVICES AND SITE ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
10. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, IN TORT, OR UNDER ANY OTHER LEGAL THEORY, IS LIMITED TO THE FEES PAID BY YOU HEREUNDER WITH RESPECT TO THE EVENT GIVING RISE TO LIABILITY. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR THE USE OF, OR INABILITY TO USE, THE SERVICES OR SITE (INCLUDING WITHOUT LIMITATION LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER CAUSED AND REGARDLESS OF THE LEGAL THEORY OF LIABILITY, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
11. Indemnification. COMPANY agrees to defend, indemnify and hold harmless you from all liabilities, claims and expenses (including reasonable attorneys' fees) that arise out of or are related to its negligence or intentional misconduct hereunder. You agree to defend, indemnify and hold harmless COMPANY from all liabilities, claims and expenses (including reasonable attorneys' fees) that arise out of or are related to: (a) your use of the Services, including any materials disseminated or transmitted by you and/or your Registrants; (b) your breach of this Agreement; (c) your negligence or intentional misconduct hereunder; (d) the acts and omissions of your Registrants, and (e) any claim arising from your events.
12. Term and Termination; Survival. The term of this Agreement shall commence upon your acceptance of this Agreement and shall continue in full force until terminated. You may terminate this Agreement at any time with written notice to COMPANY. COMPANY may immediately terminate this Agreement without notice in the event that you violate the terms of this Agreement. COMPANY may terminate this Agreement for its convenience with 30 days' prior notice to you. Rights and obligations which by their nature would be expected to survive will survive any termination of this Agreement.
14. Broadcast E-Mails. The Services allow you to send broadcast e-mails to Registrants or others. You agree to abide by all applicable laws when using these functions, including without limitation the requirements of the federal CAN SPAM Act. COMPANY prohibits the use of the Services in any manner associated with the transmission, distribution or delivery of any unsolicited bulk or unsolicited commercial e-mail ("Spam"). You may not use the Services to send Spam. You also may not deliver Spam or cause Spam to be delivered to any of your Registrants or any other person using the Services.
15. Assignment. Neither this Agreement nor any of your rights and obligations hereunder may be assigned, subcontracted or otherwise transferred by you without COMPANY's prior written consent. Any attempted assignment, subcontract or transfer in contravention of this Section 12 will be void and will be considered a material breach of this Agreement. This Agreement will be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
16. Choice of Law and Venue. This Agreement shall be governed by the laws of the State of Colorado without regard to the conflict of law rules of any jurisdiction. Every dispute concerning the interpretation or effect of this Agreement and/or your use of the Services must be resolved in the state or federal courts located in Colorado. You agree to the exclusive personal jurisdiction, subject matter jurisdiction, and venue of these courts.
17. Attorney and Expert Fees. The prevailing party in any controversy arising out of this Agreement shall be entitled to recover its reasonable attorney and expert fees and costs, in addition to any other relief to which it may be entitled.
18. Relationship of the Parties. This Agreement does not constitute either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties, and neither party will have the power to obligate the other in any manner whatsoever.
19. Severability. If any provision of this Agreement is held unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or the applicable court decision.
20. Force Majeure. If either party is unable to perform any of its obligations under this Agreement because of natural disaster, actions or decrees of governmental bodies, communications line failure not the fault of the affected party, or other event beyond the reasonable control of the affected party (a "Force Majeure Event"), all obligations under this Agreement will be immediately suspended for the duration of the Force Majeure Event.
21. Waiver. Any waiver by COMPANY of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. Any waiver must be in writing. Failure by COMPANY to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive COMPANY of the right to insist upon strict adherence to that term or any other term of this Agreement.
22. Entire Agreement. This Agreement constitutes the complete and exclusive statement of the agreement between the parties, which supersedes all prior and concurrent proposals and understandings, whether oral or written, and all other communications between the parties relating to the subject matter of this Agreement.
23. Amendment. COMPANY reserves the right to modify portions of this Agreement at any time (including but not limited to its fees for Services). Such modifications shall be effective immediately upon notice to you, which may be given by any means including, without limitation, via posting on the Site. Your continued use of the Services after such notice shall be deemed to constitute acceptance of such modifications.