AppExchange

TERMS OF SERVICE AGREEMENT
VERSION #: 022107

EFFECTIVE INFORMATION TECHNOLOGIES D/B/A REGONLINE ("REGONLINE") IS WILLING TO PROVIDE ITS SERVICES, AS DEFINED BELOW, TO YOU (“YOU”) AND THE ENTITY FOR WHOM YOU ARE ACTING ON BEHALF (ORGANIZATION AND COLLECTIVELY WITH YOU, THE “CUSTOMER”) ONLY IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS TERMS OF SERVICE AGREEMENT (THIS "AGREEMENT"). CUSTOMER’S CONTINUED USE OF THE SERVICES AFTER RECEIPT OF NOTICE OF AN AMENDMENT TO THIS AGREEMENT WILL BE DEEMED TO CONSTITUTE ACCEPTANCE OF SUCH AMENDMENT.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY CHECKING THE "I HAVE READ AND AGREED TO THE TERMS AND CONDITIONS OF REGONLINE" BOX, YOU ACKNOWLEDGE THAT YOU HAVE READ AND YOU UNDERSTAND THIS AGREEMENT, AND THAT YOU AGREE TO BE BOUND BY AND THAT YOU ARE BINDING COMPANY TO ITS TERMS AND CONDITIONS. YOU AGREE THAT YOU ARE AN EMPLOYEE OR AGENT OF COMPANY, ARE ENTERING INTO THIS AGREEMENT TO PURCHASE THE SERVICES FOR USE BY COMPANY FOR COMPANY’S OWN BUSINESS PURPOSES AND THAT YOU HAVE THE AUTHORITY TO BIND COMPANY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. RegOnline Provision of the Services. During the term of this Agreement, RegOnline will provide its online event management services (the "Services") to Customer. These Services allow Customer to process registrations online for Customer’s meetings and events (“Events”). The Services include functionality such as 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. Customer acknowledges and agree that RegOnline 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. Neither Customer nor any registrant or potential registrant of an Event organized by Customer ("Registrant") will use the Services to:

a.disseminate or transmit any material that is unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable, or harms minors in any way;

b. disseminate or transmit any material that Customer or Registrant does 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);

c. disseminate or transmit any material that infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

d. 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;

e. 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

f. disseminate or transmit any material that otherwise may: (i) constitute a criminal offense; (ii) give rise to civil liability; or (iii) violate applicable law, rule or regulation.

3. Ownership; Proprietary Information. Customer acknowledges and agrees that, as between RegOnline and Customer, the Services, RegOnline's website located at http://www.regonline.com (the "Site"), and all components thereof are the exclusive property of RegOnline, and RegOnline 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 Customer as expressly authorized herein. All rights not specifically granted by RegOnline to Customer hereunder are reserved by RegOnline. Customer will not copy, record, publish, compile, reproduce, republish, transmit, use or resell for any purpose not expressly permitted by this Agreement any information available on the Site. Customer will not use any device, software or routine that may extract, copy, modify, import, export, replicate, scrape or otherwise deliver, in any manner, the data and information available on the Site to Customer or anyone else. Customer will not use, disclose or transmit any information available from RegOnline (including from the Site) to compete against RegOnline. Registration data and other information available on the Site that has been provided by Customer or its registrants is not subject to the restrictions set forth in this Section 3.

4. Registration Data; Confidential Information; Privacy.

4.1 Registration Data. In order to receive the Services, Customer will have to set up a Customer account (“Account”) and provide certain registration information to RegOnline and select a password (collectively "Account Information"). Customer acknowledges and agree that Customer is responsible for maintaining the confidentiality of Customer’s Account Information and any information provided by a Registrant (“Registrant Information”) and for all uses of Customer’s password (including but not limited to all materials disseminated or transmitted under Customer’s password). Customer is fully responsible for all activities that occur under Customer’s Account. Customer may use Account Information to attribute an electronic record and electronic signature to Customer. Therefore, Customer will not disclose Account Information to unauthorized third parties. Customer will notify RegOnline immediately of any unauthorized use of Account Information, Registrant Information or any other breach of security of which Customer become aware. If Customer provides any information that is untrue, inaccurate, not current or incomplete, or RegOnline has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, RegOnline may, in its sole discretion, suspend or terminate Customer’s Account and decline to permit Customer’s continued use of the Services.

4.2 Confidential Information. "Confidential Information" means any and all information disclosed by one party to the other, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary. The receiving party will not have any confidentiality obligations under this Agreement with regard to information that the receiving party can clearly establish by written evidence: (x) is or becomes known to the receiving party from a third party without an obligation to maintain its confidentiality; (y) is or becomes generally known to the public through no act or omission of the receiving party; or (z) is independently developed by the receiving party without the use of the disclosing party's Confidential Information. Customer agrees that the Services constitute Confidential Information of RegOnline. RegOnline agrees that all information of Customer and Registrants (including, but not limited to, Registrants' names and addresses) constitutes Customer’s Confidential Information. Each party agrees that, except as expressly authorized by this Agreement or RegOnline's Privacy Policy, it will make no use of Confidential Information of the other party for any purpose, will not disclose Confidential Information of the other party to any third party, and will protect and treat all Confidential Information of the other party with the same degree of care as its uses to protect its own confidential information of like importance, but in no event less than reasonable care.

4.3. Privacy. RegOnline utilizes, in whole or in part, the public Internet and third party networks to provide the Services. Customer will comply with RegOnline’s Privacy Policy available at www.regonline.com/privacy , which is applicable to Customer’s use of the Service.

4.4 Registrant Information. Customer will keep secure and maintain the confidentiality of any and all Registrant Information that Customer obtains or has access to related to any Registrant registered for any Events. Customer is responsible for safeguarding any Registrant Information provided to Customer. Customer is responsible for handling Registrant Information in a manner that is consistent with Customer’s privacy practices and RegOnline’s Privacy Policy. Except for activities that result from RegOnline's gross negligence or willful misconduct, unless expressly prohibited by applicable law governing Customer, Customer agrees to defend, indemnify and hold harmless RegOnline for all liabilities, claims and expenses (including attorneys' fees) that arise from or are related to the abuse or misuse of Registrant Information stored in Customer’s Account, whether such abuse is committed by Customer’s employees, vendors or anyone else who is provided with, or gains access to Registrant Information stored in Customer’s Account.

5. Appointment of RegOnline as Authorized Reseller.If Customer would like RegOnline to be an authorized reseller of admissions for meetings and events which utilize the Services, then Customer will comply with the following provisions and such provisions will govern such reseller relationship:

5.1 Appointment. Customer hereby appoints RegOnline as an authorized reseller of admissions for Events which utilize the Services.

5.2 Purchase Price. Customer agrees to sell admissions to such Events to RegOnline for resale to Registrants at a certain percentage less than the published price which Customer establishes for admission to the meeting or event. RegOnline will pay Customer for admissions purchased and resold by RegOnline on a monthly basis, at the same time RegOnline remits to Customer the invoice for the Services as set forth in Section 6.3.

5.3 Additional Terms. The following additional terms and conditions will also apply: (a) Customer will maintain a fair policy with respect to the cancellation and refund of fees and payments that is readily available to Registrants; (b) Customer is solely responsible for managing issues arising from chargebacks from Registrants, and Customer will reimburse RegOnline in full for all chargebacks and all fees arising from chargebacks, together with a $15 administrative fee per chargeback, within 30 days of the date of each chargeback.

5.4 No Warranty. RegOnline assume no duty to exercise any level of effort to resell admissions to Events.

6. Payment and Billing.

6.1 Fees. Customer will pay all fees presented to Customer during the account creation process for Services provided by RegOnline under this Agreement.

6.3 Billing. RegOnline will send a monthly invoice. To the extent applicable, RegOnline may offset against the amounts which are owed to Customer for the purchase of admissions under Section 5.2 the fees which are owed to RegOnline for the Services and to the extent RegOnline owes money to Customer for the purchase of admissions, following the offset of fees for the Services, RegOnline will pay Customer the difference within 15 days following the date of the invoice. If Customer owes RegOnline any sums for the Services , all invoices will be payable in U.S. Dollars within 30 days of receipt. Payment via credit card is required for the first three months. After the first three invoices, Customer may apply for Net 30 day terms. In the event that payment for an invoice is overdue, RegOnline 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 RegOnline requires use of collection agencies, attorneys, or courts of law for collection on Customer’s account, Customer reimburse RegOnline for those expenses. Customer is responsible for reporting and paying any applicable taxes arising from Customer’s use of the Services.

7. RegOnline Technical Support. During the term of this Agreement, RegOnline will provide Customer 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 MST, Monday-Friday. RegOnline is not responsible for providing any technical support with respect to the Services or the Site to Registrants.

8. Security.

8.1 Infrastructure Security. RegOnline will use reasonable commercial efforts to provide a secure web-based application to protect information Customer provides when using the Services. RegOnline 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.

8.2 Credit Card Security. If Customer requests that RegOnline make Customer’s Registrants’ credit card information available to the users of Customer’s Account via RegOnline's system and its reports, Customer accepts 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. Unless expressly prohibited by applicable law governing Customer, Customer will defend, indemnify and hold harmless RegOnline 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 Customer’s account, whether such abuse is committed by Customer’s employees, vendors or anyone else who is provided with, or gains access to credit card numbers stored in Customer’s Account.

9. Publicity. RegOnline may display and publish information regarding Customer’s organization's choice to do business with RegOnline. This may include testimonials, case studies, announcements, screenshots and logo displays on materials including but not limited to press releases, brochures, websites, service slicks, and public display items.

10. Disclaimer of Warranties. THE SERVICES AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR CUSTOMER’S AND REGISTRANTS’ 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, TITLE, NON-INFRINGEMENT OR ANY WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF DEALING.

11. Limitations of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, REGONLINE'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 CUSTOMER HEREUNDER WITH RESPECT TO THE EVENT GIVING RISE TO LIABILITY. UNDER NO CIRCUMSTANCES WILL REGONLINE 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 REGONLINE HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnification.

12.1 RegOnline agrees to defend, indemnify and hold harmless Customer from all liabilities, claims and expenses (including reasonable attorneys' fees) to the extent arising out of third party claims brought against Customer due to RegOnline’s gross negligence or intentional misconduct. The foregoing obligations are conditioned on Customer: (a) promptly notifying RegOnline’s in writing of such action; (b) giving RegOnline sole control of the defense thereof and any related settlement negotiations; and (c) cooperating with RegOnline and, at RegOnline’s request and expense, assisting in such defense.

12.2 To the maximum extent permitted by applicable law governing Customer, Customer will defend, indemnify and hold harmless RegOnline from all liabilities, claims and expenses (including reasonable attorneys' fees) that arise out of or are related to: (a) Customer’s use of the Services, including any materials disseminated or transmitted by Customer and/or Customer’s Registrants; (b) Customer’s breach of this Agreement; (c) Customer’s negligence or intentional misconduct hereunder; (d) the acts and omissions of Customer’s Registrants, and (e) any claim arising from Customer’s events.

13. Term and Termination; Survival. The term of this Agreement will commence upon Customer’s acceptance of this Agreement and will continue in full force until terminated in accordance with this Agreement. Customer may terminate this Agreement at any time with written notice to RegOnline. RegOnline may immediately terminate this Agreement without notice in the event that Customer violates the terms of this Agreement. RegOnline may terminate this Agreement for its convenience with 30 days' prior notice to Customer. Rights and obligations which by their nature would be expected to survive will survive any termination of this Agreement.

14. International Users. RegOnline makes no claims that information on the Site or provided through the Services is appropriate or may be downloaded outside of the United States. Access to the Site may not be legal in certain countries or for certain persons. If Customer accesses the Site or use the Services from outside of the United States, Customer does so at Customer’s own risk and are responsible for compliance with the laws of Customer’s jurisdiction regarding online conduct and acceptable content. Personal information that is submitted to this Site will be collected, processed, stored, disclosed and disposed of in accordance with applicable U.S. law and our Privacy Policy. If Customer is a non-U.S. user, Customer acknowledges and agrees that RegOnline may collect and use Customer’s personal information and disclose it to other entities outside Customer’s resident jurisdiction. In addition, such personal information may be stored on servers located outside Customer’s resident jurisdiction. U.S. law may not provide the degree of protection for personal information that is available in other countries. By providing us with Customer’s personal information, Customer acknowledges that Customer consents to the transfer of such personal information outside Customer’s resident jurisdiction as detailed in our Privacy Policy. If Customer does not consent to such transfer, Customer may not use this Site or the Services.

15. Broadcast E-Mails. The Services allow Customer to send broadcast e-mails to Registrants or others. Customer will abide by all applicable laws when using these functions, including without limitation the requirements of the federal CAN SPAM Act. RegOnline 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"). Customer may not use the Services to send Spam. Customer also may not deliver Spam or cause Spam to be delivered to any of Customer’s Registrants or any other person using the Services.

16. Assignment. Neither this Agreement nor any of Customer’s rights and obligations hereunder may be assigned, subcontracted or otherwise transferred by Customer without RegOnline's prior written consent. Any attempted assignment, subcontract or transfer in contravention of this Section 16 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.

17. Choice of Law and Venue. Unless Customer is legally required to use the law of its own state, this Agreement will be governed by the laws of the State of Colorado without regard to the conflict of law rules of any jurisdiction, and every dispute concerning the interpretation or effect of this Agreement and/or Customer’s use of the Services must be resolved in the state or federal courts located in Colorado. Subject to the foregoing, Customer agrees to the exclusive personal jurisdiction, subject matter jurisdiction, and venue of these courts.

18. Attorney and Expert Fees. The prevailing party in any controversy arising out of this Agreement will be entitled to recover its reasonable attorney and expert fees and costs, in addition to any other relief to which it may be entitled.

19. Remedies. Customer acknowledges that any actual or threatened breach of this Agreement will constitute immediate, irreparable harm to RegOnline for which monetary damages would be an inadequate remedy, and that RegOnline is entitled to injunctive relief as an appropriate remedy for such breach without the obligation of posting a bond.

20. 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.

21. 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.

22. 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.

23. Waiver. Any waiver by RegOnline of a breach of any provision of this Agreement will 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 RegOnline to insist upon strict adherence to any term of this Agreement on one or more occasions will not be considered a waiver or deprive RegOnline of the right to insist upon strict adherence to that term or any other term of this Agreement.

24. 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.

25. Amendment. Regonline reserves the right to modify portions of this Agreement at any time (including but not limited to its fees for Services). Such modifications will be effective immediately upon notice to Customer, which may be given by any means including, without limitation, via posting on the Site. Customer’s continued use of the Services after such notice will be deemed to constitute acceptance of such modifications.