BY CLICKING THE BOX AS PART OF AN ONLINE EVENT CREATION OR RENEWAL PROCESS, OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THE RUNSIGNUP EVENT CONTRACT (THE “CONTRACT” OR “AGREEMENT”). THIS AGREEMENT GOVERNS YOUR USE OF THE RUNSIGNUP SERVICE, INCLUDING THROUGH THE RUNSIGNUP AND TICKETSIGNUP SITES AND ANY PAYMENT ACCOUNT YOU ESTABLISH WITH US, AND IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RUNSIGNUP. YOU REPRESENT THAT YOU ARE EITHER THE ORGANIZER OR ARE LEGALLY AUTHORIZED TO ACT ON BEHALF OF THE ORGANIZER AND TO ACCEPT AND BIND THE ORGANIZER TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, THEN YOU AND THE ORGANIZER MAY NOT USE THE SERVICE.

1. Overview and Scope. RunSignUp’s Software-as-a-Service, or “SaaS”, solutions (each a “Service”) enable the provision of technology-based services to help facilitate the administration and management of races, activities, clubs, online giving sites, charitable donations, ticketed events, and other events (collectively, “Events”). A Service may be used by directors or organizers of an Event, sponsoring organizations, charities, not-for-profit entities, and other individuals and entities managing or supporting an Event (collectively, “Organizers”). This Agreement is entered into between RunSignup and the Organizer of the Event which/who: (a) is duly authorized to receive the registration fees, ticket fees, donations, membership fees, and any and all other payments which are processed and collected for the Event through the use of our Service (collectively, the “Event Proceeds”); or (b) is otherwise using the Service to support an Event. You represent that you are the Organizer or its authorized representative and have the requisite authority to enter into this Agreement and receive the Event Proceeds. Organizers using a Service are referred to in this Agreement collectively as “you” or “yours” or as the Organizer.
   
   
2. Contracting Parties. This Agreement is entered into between RunSignup, Inc., a Delaware corporation doing business as RunSignup, BikeSignup, TriSignup, SkiSignup, PaddleSignup, AdventureSignup, GiveSignup, and TicketSignup (collectively, “RunSignup”, “we” or “us”) at 300 Mill Street, Suite 200, Moorestown, NJ 08057, and you.
   
   
3. License, Restrictions and Intellectual Property Rights.
   
   
   1. We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Service on a time-bounded basis for the subscription period specified in the “Termination” provision below. You may use the Service, and shall ensure that your Authorized Users (defined in Section 3(d) below) use the Service, solely in support of your particular Event and solely for the purposes for which we designed the Service to be used as contemplated in this Agreement.
      
      
   2. As applicable, the Service will be made available to you through one of our websites, including runsignup.com, bikesignup.com, trisignup.com, skisignup.com, paddlesignup.com, adventuresignup.com, givesignup.org, and ticketsignup.io, or through a mobile application or other cloud-based platform which we may make available for your use (individually, a “Site” and collectively, the “Sites”).
      
      
   3. Unless expressly authorized in this Agreement, you shall not, and you shall ensure that your Authorized Users (defined in Section 3(d) below) do not: (a) permit any third party to access, use or copy all or any portion of the Service; (b) modify, reverse engineer, decompile, disassemble, distribute, create derivative works based on, copy or otherwise exploit or circumvent access controls to all or any portion of the Service; (c) sell, sublicense, rent, lease, or otherwise transfer rights to all or any portion of the Service; (d) use the Service to operate in an outsourcing, service bureau or similar manner or otherwise for the benefit of a third party; (e) use a free feature of the Service (such as email marketing or the CheckIn App) for an Event whose paid registrations, ticket sales, or other paid Event Proceeds are processed through a different provider rather than through the Service; (f) use or rely on the Sites or the Service, including with the help of AI or other automated tools, as a reference or input for, or otherwise in connection with, building, offering or operating a competing product or a product with similar functionality or user experience, including by copying or imitating all or any portion of their design, functionality, or “look and feel”; (g) distribute or otherwise introduce any viruses or malicious code; (h) infringe the intellectual property rights of RunSignup or any other individual or entity; or (i) use the Service in any manner which (i) poses a security risk, violates applicable laws or regulations, or violates any acceptable use policy or other terms of use which are posted on the Sites; (ii) overburdens or impairs the performance or operation of the Service or our hosted environment; (iii) introduces offensive, pornographic, infringing or other inappropriate content; (iv) poses an actual or potential liability risk to us; or (v) violates our Code of Conduct or similar policy to the extent posted on our Site. The restrictions, conditions, limitations and prohibitions regarding the Service which are set forth in this Agreement shall apply equally to the applicable Site(s) and the underlying technology through which the Service is provided. We may, in our sole discretion, determine whether your use of the Service is a violation of any of these restrictions and, if so, we may immediately suspend or terminate your ability to use the Service and/or terminate this Agreement. Any rights not expressly granted hereunder are reserved by RunSignup.
      
      
   4. You may only permit access to the Service by your employees and third parties (for example, volunteers or contractors) whom you authorize to use the Service in support of the applicable Event and who are bound by the confidentiality, limited use, intellectual property and other conditions of this Agreement (“Authorized Users”). You are responsible and liable for ensuring that each Authorized User complies with this Agreement.
      
      
   5. We retain all right, title and interest in and to the Service and Sites (including the underlying technology, features, functions, design, “look and feel”, graphics, branding and other content) and all associated documentation, materials, and related intellectual property, modifications, enhancements and derivative works (other than your Custom Content, as defined in Section 6(a) below), which belong solely and exclusively to RunSignup. You shall treat our intellectual property as confidential information and shall not use, disclose or distribute it except as expressly authorized in this Agreement in connection with your use of the Service.
      
      
   6. Nothing in this Agreement prevents you from using another registration or ticketing provider, or from discontinuing use of the Service without penalty during the period this Agreement is in effect.
   
   
4. Credit Card Information. In connection with handling credit card information in the provision of the Service, we have undergone a rigorous independent data security assessment to earn designation as a Level 1 “PCI-DSS” (“Payment Card Industry Data Security Standard”) Service Provider. To the extent that we handle credit card information for your Event, we agree to maintain Level 1 PCI-DSS compliance during the term of this Agreement and to retain an independent, qualified firm to validate compliance at least annually, and will provide you proof of compliance upon written request no more than annually. We employ measures designed to protect cardholder data under PCI-DSS requirements once it has been encrypted by our SSL certificate and transmitted to our servers. We do not store credit card information on our servers; it is passed directly to a third party payment gateway for processing, and for Participants who elect to store card data, we use a secure online credit card “vault” service. We will confirm that any third party payment gateway or vault service we use is also PCI Level 1 compliant.
   
   
5. Information We Collect; Information Security
   
   
   1. In the course of providing the Services, we will collect certain information as follows:
      1. From individuals using the Sites and/or Service to register for or purchase tickets to Events or to set up a profile (each a “Participant”), we may collect their name, address, email address, gender, date of birth, phone number and other information, which we will store on our Sites as a profile (collectively, “Profile Data”).
         
         
      2. We will also store the lists and reports of Participants who have registered for or purchased tickets for the Event (“Event Data”). You may use the Event Data to support and administer your Event and to market your future Events to Participants and, as applicable, solicit donations, subject to your compliance with this Agreement, applicable data security and privacy laws, and the RunSignup Privacy Policy.
         
         
      3. We will not use Profile Data or Event Data to market Events or other services directly to Participants and we will not share or sell Event Data to other Events or advertisers.
         
         
      4. If you are using a Service to facilitate the marketing of an Event or the payment and collection of Event Proceeds in connection with an Event, or when you open a Payment Account, we will collect information from you, including your name, address, date of birth, tax identification number and other information that will allow us to identify you. We will also collect information about the entity that will receive the Event Proceeds, if any (collectively, “Organizer Data”). The Organizer Data is required to satisfy regulatory, credit card network, beneficial ownership, underwriting and “know your customer” requirements and to prevent funding of terrorism and money laundering. We may request additional information now or in the future, including information related to Taxes described in Section 8 below, if your processing volume increases, or if we are unable to verify your identity or tax identification information. You agree to provide the additional information we request. You consent to our use of independent third party services, including the use of credit reports, to verify information you provide and to determine the financial risk of processing transactions on your behalf. If any of the information you provide cannot be verified or is otherwise determined to be erroneous (including by a federal, state, or local government authority), you agree to indemnify RunSignup for any fees, penalties, or other charges imposed related to the erroneous information.
         
         
      5. The Profile Data, Event Data and Organizer Data may be collectively referred to as “Collected Data”.
      
      
   2. We agree to maintain commercially reasonable safeguards designed to protect the Collected Data from unauthorized disclosure or use. You hereby consent to our collection, use and handling of Collected Data and other information which you provide to us or which our Service generates about you in a manner consistent with this Agreement and the RunSignup Privacy Policy. Details regarding our handling of the Collected Data are set forth in the RunSignup privacy policy, which can be found at https://RunSignup.com/About-Us/Privacy-Policy (the “RunSignup Privacy Policy”), and you confirm that you have reviewed such policy and agree thereto. Such uses of data include: (i) the disclosure of Collected Data to third parties supporting our provision of the Service; and (ii) the use of aggregated, de-personalized data as described in Section 6(c) below.
      
      
   3. You shall maintain, and shall ensure that your Authorized Users maintain, the confidentiality of your user name, password and other account information (collectively, “Account Information”), including by not sharing passwords or creating shared user accounts. You are solely responsible for any unauthorized disclosure or use of your Account Information and any resulting liability.
      
      
   4. You shall protect the privacy and security of personal information and any other regulated information regarding registrants, Participants, members and others (including information which is a part of Event Data) in accordance with all applicable laws, regulations, and prevailing industry data security guidelines (“Data Security Laws”), and shall ensure that you (and any other applicable party accessing such information) have posted, and comply with, a privacy policy addressing your collection, use and storage practices, and that such policy complies with applicable Data Security Laws.
      
      
   5. You shall be solely responsible and liable for, and shall indemnify, defend and hold us harmless from, any liability, damages or harm incurred or alleged to have been incurred by any individual or entity arising out of or connected with any act or omission of you or any Authorized User which results in unauthorized access to, disclosure of, or breach of the security, integrity or privacy of any information handled by you or us in connection with this Agreement, a Service or an Event, including Event Data.
      
      
   6. AI-Assisted Organizer Tools. RunSignup may make available features that use artificial intelligence or other automated tools to assist you in setting up, configuring, or managing your Event, or in using other features of the Service (collectively, “RunSignup AI Tools”). If you use a RunSignup AI Tool, you acknowledge and agree that: (i) you are interacting with an automated system rather than a RunSignup employee or other human representative; (ii) any content, suggestions, drafts, configurations or other output a RunSignup AI Tool generates may be inaccurate or incomplete, is provided for your convenience only, and remains subject to your review and approval before you rely on it or apply it to your Event; and (iii) you are solely responsible for reviewing and, where the feature allows, editing any output of a RunSignup AI Tool before it takes effect. By accepting this Agreement, you consent to RunSignup’s use of RunSignup AI Tools in connection with your Event, and acknowledge that this Section 5(f) serves as any notice required for that use. You may not use the RunSignup AI Tools or the inputs or outputs related thereto in any manner which results in a violation of laws or regulations or a breach of this Agreement (including, without limitation, a breach of our Code of Conduct or other posted policy) or a violation of the privacy rights of others. You acknowledge that due to the nature of machine learning and the technology powering the RunSignup AI Tools: (A) outputs may not qualify for intellectual property protection and/or may not be enforceable against other users of the RunSignup AI Tools; and (B) if a change in law or the interpretation of a competent court or authority results in us not being able to offer the RunSignup AI Tool or you not being able to use the RunSignup AI Tool in a legally compliant manner, we may reduce the scope of use or remove the RunSignup AI Tool altogether.
      
      
   7. Event Chatbot Feature. You may choose to enable an AI-powered chatbot feature on your Event page to interact with Participants and other visitors (the “Event Chatbot”). If you enable the Event Chatbot: (i) Participants and other visitors will be given a separate notice and consent process, consistent with the RunSignup Privacy Policy, before they may begin a conversation with the Event Chatbot; (ii) RunSignup will make available to you the resulting conversations between the Event Chatbot and Participants or other visitors to your Event page (“Event Chat Communications”); (iii) you may view Event Chat Communications and, where the feature allows, edit, annotate, correct or otherwise respond to Event Chatbot answers, including to correct inaccurate information or help train the Event Chatbot on questions specific to your Event; and (iv) you shall access, use, store and otherwise handle Event Chat Communications, and any information about Participants or other visitors you learn from them, only as permitted by, and consistent with, the RunSignup Privacy Policy and applicable Data Security Laws (as defined in Section 5(d) above). By enabling the Event Chatbot for your Event, you agree to be bound by, and to handle Event Chat Communications solely in accordance with, the RunSignup Privacy Policy. For clarity, the provisions of Section 5(f) above also apply to your use of the Event Chatbot.
   
   
6. Content You Post.
   
   
   1. You may choose to post, upload, publish, submit, display or transmit data, text, images, recordings, materials, logos, marks or other content on or through the Service or the Sites (“Custom Content”). You may not post content that infringes a third party’s intellectual property rights, or that violates (or could cause us, you, or the Event to violate) any applicable law or regulation, including applicable ticket pricing transparency laws or regulations.
      
      
   2. You, on behalf of your organization, each Authorized User and each Participant, grant RunSignup a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable license to use, display, reproduce, distribute, modify and transmit, in digital or printed form, all Custom Content in connection with the implementation, operation, maintenance and promotion of the Service and the promotion of your Event. We may also use your name, logo and other marks to identify you as a user of the Service in our promotional materials, and will discontinue such use within ten (10) days of your written request. You represent that, to the extent any Custom Content is owned by a third party, its owner has granted you the rights necessary to effectuate this license.
      
      
   3. You agree that we may de-personalize (remove personally identifying information protected under applicable law) and aggregate data, information or content which we collect, handle, store or process in connection with the Service (including Custom Content) to perform analytics, improve and market the Service, or for any other business purpose. We have no obligation or liability in connection with our use of de-personalized data, except as prohibited by applicable law. We shall own all right, title and interest in the de-personalized, aggregated data.
   
   
7. Fees. Each online Participant using the Service will pay the registration or ticket fee charged by you plus a fee for processing that transaction (a “Processing Fee”). Current Processing Fees are calculated and charged per transaction and can be found on the pricing page of the Site through which you are using the Service (for example, https://info.runsignup.com/pricing/ for registration-based Events and https://info.ticketsignup.io/pricing/ for ticket-based Events).
   
   The Processing Fee is established by us and may be changed from time to time at our discretion but will always be clearly disclosed on the applicable Site, and we will not change Processing Fees while your Event is open and accepting registrations, ticket sales, or other transactions through the Service. We will be responsible for collecting all registration or ticket fees, donations, and Processing Fees, and you hereby expressly consent to, and authorize us, to collect all such fees in connection with our provision of the Service.
   
   
8. Taxes. You will be responsible for the collection and payment of any sales and/or use tax (“Sales Tax”), excise tax, privilege tax, or similar liability imposed by a U.S. federal, state, or local authority (collectively, “Taxes”), except to the extent that (i) we automatically calculate, collect, or remit Sales Tax on your behalf according to applicable law; or (ii) we expressly agree with you to receive Sales Tax or other transaction-based charges on your behalf. All fees payable under this Agreement, including the Processing Fee, are exclusive of Taxes, and you (or the online registrants) will pay any Taxes imposed on such amounts. Except as otherwise provided in this Agreement, RunSignup is not obligated to determine whether Taxes apply and is not responsible to collect, report, or remit any Taxes arising from any transaction. If a taxing authority requires us to pay any of your Taxes, you will promptly reimburse us for the amounts paid.
   
   Tax Information Reporting. Once your payments through the Service cross the federal reporting threshold in a calendar year, tax law can require us to tell the IRS how much you were paid, along with your name, address and taxpayer ID, using IRS Form 1099-K. To get that form right, we may ask you to confirm or update the taxpayer ID on file for your Payment Account, and we can hold further payouts if you do not provide it. We will deliver your 1099-K electronically to your RunSignup account; if you would rather have a paper copy, or want to change that preference later, just contact us.
   
   
9. Important Information About Procedures for Opening a New Payment Account:
   Establishing a payment account with RunSignup for the collection of registration fees, ticket fees, donations or other Event Proceeds (a “Payment Account”) requires us to obtain, verify and record information that identifies each person or entity who opens an account, consistent with applicable “know your customer,” anti-money-laundering, and credit card network requirements. When a Payment Account is opened, we will ask for certain Organizer Data (as defined in Section 5 above) and you agree to provide such information. We may ask you for additional information now or in the future if your payment processing increases or if we are unable to verify your identity or the identity or tax identification number for the entity that is receiving Event Proceeds.
   
   
   1. RunSignup uses Adyen and may use other payment processing services now or in the future (collectively, “Processors”) for payment processing for Payment Accounts.
      1. In order for you to use a Payment Account, you must be approved as a sub-merchant by RunSignup and Processors by submitting the required Organizer Data, which may vary based on your processing volume.
         
         
      2. We allow you to choose direct deposit or check payments from the credit card payment gateway to your Payment Account on a Weekly, Monthly or Daily basis (Daily Payments must be approved by RunSignup and are only available for direct deposit). Weekly is the default option. Weekly Check payments are only processed if proceeds of at least $1,000 are owed or if there is a transaction that is more than 90 days old, subject to certain minimum amounts. RunSignup charges a $10.00 fee to process a payment by check, which will be deducted from proceeds prior to sending you a check; this fee is posted on our Site and may change. Direct Deposit weekly payments are no cost to you and are not subject to the $1,000 minimum. Payments will be made on this basis with the exception of funds held to establish a refund reserve when required, which will be paid to you via your selected payment method after the conclusion of your Event and after we have verified that there are no outstanding chargebacks for your Event. All registration or ticket fees, except for Processing Fees, are your exclusive property. You agree that payment threshold and check fees may change over time. We will provide 30 days notice if we make changes to these parameters. Your continued use of the Payment Account after notification will signify your approval of the changes.
         
         
      3. Undeliverable Payouts. We send payouts to whichever payout method is currently on file for your Payment Account. If that method stops working (a closed bank account, for instance) and you do not give us a working replacement within the window your state’s unclaimed-property law allows, we will turn the funds over to the state as that law requires, after making a reasonable attempt to reach you first.
      
      
   2. Refunds and Chargebacks - You shall exclusively and directly be liable for and handle refunds. If RunSignup, for any reason, has to handle refunds or chargebacks on your behalf, including if we are compelled to issue refunds to Participants by a government authority, you will be liable to RunSignup for the Event Proceeds refunded, our processing fees for the original transaction, and any fees charged by the credit card brands or Processors to process the refunds or chargebacks. RunSignup offers a service to help you process refunds; refunds processed through this service come out of your reserve funds and will not be processed if the reserve funds are insufficient to cover the refund request. You must add funds to your refund reserve as needed, or remit funds to RunSignup if we are required to make any refunds for your Event. You are responsible for reimbursing us for chargebacks and related card association, processing, re-presentment, and penalty fees.
      
      
   3. RunSignup reserves the right to withhold payments from an Event or Organizer if there are complaints from registrants, repeated chargebacks, or if an Event has been cancelled and there are insufficient funds available for refunds. RunSignup may require a holdback reserve as security for refunds and chargebacks. Additionally, that holdback may be increased for some Events based on the newness of the Event or of your registration or ticket history with RunSignup, or based on RunSignup’s internal underwriting review of your creditworthiness. RunSignup reserves the right to withhold and deduct payment from an Event or Organizer for chargebacks that are processed against the Event. RunSignup will release any Event holdbacks after an Event has been completed and it is determined that there are no additional refunds or chargebacks to be processed for that Event.
      
      
   4. We may now or in the future use other Processors for payment processing. You consent that, if we change Processors, we may move your Payment Account to, or establish a similar Payment Account with, another payment processing company providing similar services for the processing and payment of registration or ticket fees or other Event Proceeds, provided there are no other material changes in the Service provided under this Agreement.
      
      
   5. Eligibility; U.S. Organizer Entities. To open a Payment Account, the entity (or sole proprietor) that owns and operates the Event and will hold the Payment Account must be organized or resident in, and taxed in, the fifty United States or the District of Columbia, with a valid U.S. taxpayer identification number issued by the IRS. This does not include an entity or individual based in a U.S. territory or possession (for example, Puerto Rico, Guam, the U.S. Virgin Islands, American Samoa, or the Northern Mariana Islands) or any entity organized outside the United States. If your organization does not meet this requirement, we cannot open or maintain a Payment Account for it, though you may still be able to use other parts of the Service under this Agreement.
      
      
   6. Prohibited Merchants and Transactions. When you ask us to open a Payment Account, you are telling us that: (i) no one who owns or controls a meaningful stake in your organization is named on a restricted- or blocked-persons list kept by the U.S. Treasury, State Department, or Commerce Department; and (ii) your organization has not been placed on Mastercard’s or Visa’s terminated-merchant lists (either, a “Prohibited Merchant”). If either of those is not true, we cannot approve or continue a Payment Account for you. A Payment Account exists to collect money for your own bona fide Event, including registrations, ticket sales, memberships, merchandise, or donations connected to it. You may not run a transaction through it that is illegal, that a card network’s rules bar (most gambling and the sale of regulated or illegal goods are common examples), or that has nothing to do with your Event (each, a “Prohibited Transaction”). Every transaction you process through the Payment Account must also be consistent with our Code of Conduct (https://runsignup.com/About-Us/Code-of-Conduct). You confirm you will not knowingly submit a fraudulent charge for processing.
      
      
   7. Disclosure to Processors. You authorize us to share Organizer Data and information about your Events and use of the Service with our Processors, the applicable card networks, and your bank or other financial institution, to the extent necessary to provide the Service and to comply with applicable law.
      
      
   8. Failure to Provide Information. You are not entitled to receive Event Proceeds unless and until you provide complete and accurate Organizer Data. We may suspend or terminate your Payment Account, and withhold amounts otherwise due to you, if we believe your Organizer Data is inaccurate or incomplete.
      
      
   9. Setoff. In addition to any holdback reserve, we may deduct from amounts otherwise payable to you, or set off against Event Proceeds from any Event that uses the same Payment Account (whether or not that Event is related to the amount owed), any amounts you owe us under this Agreement, including Processing Fees, chargeback costs, refunds, Taxes we are required to collect, and any other amounts described in this Agreement. If a setoff does not fully cover the amount owed, the shortfall remains due and owing until paid in full. This setoff right applies only within a single Payment Account and does not extend to any other Payment Account you maintain.
      
      
   10. Processor Acts. We are not responsible for a Processor’s acts, omissions, delays, or failures in handling a payment or payout, except to the extent caused by our own breach of this Agreement.
   
   
10. Payment of Registration and Ticket Fees. In connection with our collection of fees in the provision of our Services, you agree as follows: (i) we may send registration or ticket fees collected by us, minus our Processing Fees, directly to you via the methods described in Section 9(a) above, and you warrant that you are an authorized representative of the Organizer entitled to receive such funds; and (ii) you shall indemnify us for any claims, losses or expenses (including attorneys’ fees) brought by the Organizer or any other individual, entity or organization that relates to or arises from our payment of funds to you (including a claim that we wrongfully paid such funds to you rather than a different individual, entity or organization).
    
    
11. Termination. This Agreement will remain in effect until terminated in accordance with its terms. Either party may terminate this Agreement upon written notice if the other party is in material breach and fails, within thirty (30) days of receipt of written notice of the breach, to cure the breach. In addition, RunSignup may immediately deactivate, suspend or terminate your use of the Service for your Event, or delist any Site, if you misuse the Service or the Sites in violation of the terms hereof, including: (i) by breaching Section 3 above (including the restrictions in Section 3(c)) or otherwise infringing our intellectual property rights in the Service or Sites; (ii) if we believe in our sole discretion that you are taking advantage of RunSignup or the Service in a way that harms our business interests or creates actual or potential liability for RunSignup, even if the conduct is not otherwise specifically addressed in this Agreement — for example, using a free feature such as email marketing or the CheckIn App for an Event whose paid registrations or ticket sales are processed elsewhere, or using the Service or Sites, including with the help of AI or other tools, to copy or replicate them, in whole or in part, for a competing product; or (iii) if you violate the Code of Conduct for our Site. Separately, and without regard to whether you have breached this Agreement, RunSignup may decline to open a Payment Account, or may suspend or terminate a Payment Account once opened, at any time and in our sole discretion, based on our internal assessment of the risk of processing payments for you or your Event, including our underwriting review of your creditworthiness, processing history, chargeback or complaint levels, or the nature of your Event; we do not need to show cause to exercise this right, though we will provide notice where reasonably practicable. We may also suspend or terminate a Payment Account if you become a Prohibited Merchant or engage in a Prohibited Transaction as described in Section 9(f) above, or if you breach any provision of this Agreement relating to the Payment Account and, where the breach is curable without prejudice to us or our business, you fail to cure it within thirty (30) days of our written notice. Suspension or termination of a Payment Account ends your ability to use that Payment Account to collect Event Proceeds for any Event, but does not, by itself, terminate this Agreement or any other Payment Account you maintain with us. RunSignup may also terminate this Agreement, and your access to and use of the Service and Site(s), at any time after your Event is completed (or, as applicable, cancelled), with or without cause, upon written notice to you, but, unless you have misused the Service or the Sites in a fraudulent or other improper manner, you shall then have the right to retrieve your data in accordance with the terms below. Upon termination, all rights and obligations relating to access to and use of the Service and Sites shall automatically terminate and you shall promptly return all proprietary information and materials of ours to us. You agree that, following termination or expiration hereof, we may maintain your data and content (including Collected Data and Custom Content) in accordance with our then-current backup and retention policies. Upon request within one (1) year after termination, we will make available to you (via electronic download or such other method pursuant to our then-standard practices) your Custom Content and Collected Data which remains in our possession. After such one-year period, we may, without obligation to do so, delete any or all of your data and/or content without liability. We can also terminate this Agreement, or any Payment Account, if our payment processing vendors terminate our right to process or accept payments, whether with respect to you or our customers at large.
    
    You may discontinue use of the Service at any time without penalty and without notice to RunSignup, however you will remain obligated to pay any fees due and will continue to be liable for any chargebacks or refunds for your Event. Your obligations relating to refunds, chargebacks, Taxes, and amounts owed to us survive termination of this Agreement or of any Payment Account.
    
    
12. Representations and Warranties and Associated Disclaimers. Each party represents and warrants that it has the necessary right, power, authority and capability to enter into this Agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; that its execution and performance of this Agreement will not violate any known rights of any third party, any contractual commitment or any applicable law or regulation; and that the marks, logos and intellectual property it licenses to the other party herein do not violate the proprietary rights of a third party.
    
    EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED HEREIN, THE SERVICES AND THE SITES ARE PROVIDED “AS IS” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, RUNSIGNUP EXPRESSLY DISCLAIMS ANY WARRANTY, REPRESENTATION, COMMITMENT OR LIABILITY: (i) THAT THE USE OF THE SERVICES, THE SITES, THE CONTENT THEREON OR ANY ASSOCIATED INTELLECTUAL PROPERTY WILL BE UNINTERRUPTED OR ERROR FREE OR WILL MEET YOUR REQUIREMENTS; (ii) REGARDING ANY THIRD-PARTY WEBSITES, TECHNOLOGY, SOLUTIONS OR OTHER PRODUCTS OR SERVICES (INCLUDING PAYMENT GATEWAYS AND DATA VAULTS); AND (iii) REGARDING THE ACCURACY OF ANY INFORMATION, DATA OR CONTENT THAT YOU POST OR ACCESS THROUGH THE SERVICES OR THE SITES. YOU ARE SOLELY RESPONSIBLE FOR ALL ASPECTS OF THE EVENT, INCLUDING ALL DATA AND CONTENT WHICH YOU POST OR SHARE.
    
    
13. Indemnification.
    We will defend, indemnify and hold you harmless from and against any damages, losses, and costs that directly arise out of a claim brought by a third party (i) which alleges that the Services (in the form which we make them available to you) infringe a third party’s copyright, patent, trademark, trade secret or other intellectual property right enforceable in the United States; (ii) seeking damages resulting from the unauthorized disclosure of credit card information or other personal information (where “personal information” means personally identifiable information (PII) which is protected under applicable law) hereunder to the extent such damages are caused by our breach of data security measures which we commit to undertake in this Agreement. As a condition of our indemnity obligation, you must promptly notify us of any such claim; grant us sole control of the defense and settlement of any such claim; and cooperate with us to facilitate our ability to settle or defend the claim. In the event of a covered infringement claim, we will endeavor to obtain for you the right to continue using the Services, or to replace or modify the Services so that they are not infringing and materially similar. If these alternatives are not commercially reasonable, we will notify you and terminate the Services. We shall have no indemnity obligations to you to the extent the infringement claim is caused by your misuse of the Services, or your use of the Services in combination with unauthorized products or services. THESE ARE OUR EXCLUSIVE OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND UNAUTHORIZED DISCLOSURE OF CREDIT CARD INFORMATION AND PII.
    
    You shall indemnify, defend and hold harmless RunSignup and its directors, officers, employees, affiliates, contractors and agents (collectively, the “RunSignup Indemnitees”), against any damages, losses and costs that directly arise out of a claim brought by a third party (including an individual, entity or organization): (i) which alleges that your data, content or other information or materials infringes a third party’s copyright, trademark, trade secret, patent or other intellectual property right enforceable in the United States; (ii) seeking damages for the unauthorized disclosure of Event Data or personally identifiable data by you or an Authorized User; (iii) which arises out of or is caused by a misuse of the Service by you or any of your Authorized Users in violation of this Agreement; (iv) which is based on injury, harm or other damage incurred or suffered by, or a dispute over payments made or refunds requested by, a Participant, volunteer, sponsoring organization, entity, support resource or other individual or entity involved in your Event; (v) which arises from your breach of a representation, warranty, covenant, responsibility or obligation hereunder; or (vi) which is brought by a timer, event organizer, Event director or other organization (other than the Organizer which is entering into this Agreement) and is based on or arises out of the Service, the use of the Sites or other matters related to your Event.
    
    
14. LIMITATION ON LIABILITY.
    EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL RUNSIGNUP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL THE AGGREGATE LIABILITY OF RUNSIGNUP UNDER THIS AGREEMENT EXCEED: (A) THE AMOUNT OF PROCESSING FEES COLLECTED AND RETAINED BY US FOR YOUR EVENT FOR THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE INITIAL CLAIM ASSERTED AGAINST US HEREUNDER; OR (B) IF WE DO NOT COLLECT OR RETAIN ANY PROCESSING FEES FOR YOUR EVENT, ONE HUNDRED DOLLARS ($100). MULTIPLE CLAIMS SHALL NOT INCREASE THE FOREGOING CAPS. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION (INCLUDING NEGLIGENCE) AND SHALL APPLY REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. NOTHING SET FORTH ABOVE SHALL LIMIT OUR OBLIGATION TO PAY UNDISPUTED FEES OR REFUNDS PROPERLY DUE TO YOU UNDER THIS AGREEMENT.
    
    
15. Miscellaneous.
    
    
    1. Independent Contractor Relationship; No Third-Party Beneficiaries. The parties are independent contractors and nothing contained in this Agreement creates an association, trust, partnership, agency or joint venture between the parties. Except as expressly set forth herein, this Agreement does not confer any rights or remedies upon any person other than the parties hereto.
       
       
    2. Assignment. You may not assign or transfer any part of this Agreement without the prior written consent of RunSignup. We may assign this Agreement freely, including to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets or a controlling interest in our stock, and will endeavor to provide notice of such assignment as soon as practicable after it occurs.
       
       
    3. Force Majeure. Neither party will be liable to the other for any failure to perform any of its obligations under this Agreement during any period in which performance is delayed by circumstances beyond its reasonable control, such as a natural disaster, act of war or terrorism, government actions or orders, labor disruption, or internet or power outages (a “Force Majeure Event”). Notwithstanding the above, the terms and conditions of Sections 9(b) and 9(c) shall continue to remain in full force and effect despite the occurrence of a Force Majeure Event, and Organizers shall remain financially responsible to Participants and/or RunSignup as applicable for any refunds and chargebacks necessitated by a Force Majeure Event that causes a cancellation or interruption of an Event for which Services have been provided under this Agreement. The affected party must notify the other party as promptly as reasonably practicable after the occurrence of a Force Majeure Event and use commercially reasonable efforts to resume performance as soon as practicable.
       
       
    4. Compliance with Laws; Sanctions and Export Controls. Each of us shall abide by all applicable laws and regulations, including those addressing data security and export controls, regarding our exercise of rights and performance of obligations under this Agreement. We are a U.S. company and must follow U.S. sanctions and export control law when we provide the Service to you. For as long as this Agreement is in effect, you confirm that: (i) you will operate your Event and use the Service in a way that stays within those laws; (ii) neither you nor anyone who owns or controls a meaningful stake in your organization is named on a U.S. government restricted- or blocked-persons list, such as the Treasury Department’s Specially Designated Nationals List; and (iii) you are not using the Service in, directing Event Proceeds to, or operating from, a country or region that is subject to a comprehensive U.S. trade embargo or other applicable export restrictions.
       
       
    5. Entire Agreement; Severability; Waiver. This Agreement is the entire agreement between you and RunSignup with respect to its subject matter and supersedes all prior oral and written understandings, communications or agreements between you and us regarding that subject matter. Except as provided in Section 9(a)(ii) and Section 15(k), no amendment to or modification of this Agreement will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of this Agreement is found to be void or unenforceable, the provision will be stricken or modified and the remainder of this Agreement will remain in full force and will not be terminated. A waiver of any default is not a waiver of any subsequent default. All waivers must be in writing to be effective.
       
       
    6. Governing Law and Jurisdiction. The laws of the State of New Jersey shall govern the interpretation and enforcement of this Agreement and any dispute arising out of or related hereto, without regard to conflict-of-laws principles. The parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New Jersey with respect to any dispute arising out of or relating to this Agreement.
       
       
    7. Notices. All notices must be in writing and shall be sent by first class U.S. mail or a nationally known express or overnight courier (such as FedEx, UPS or the U.S. Postal Service). Notices to us shall be sent to our main address as listed on each Site and, for each notice, a copy shall also be sent to Our CFO. Notice to You may be sent to your address or email set forth in your application for a Payment Account. Notices shall be deemed given upon receipt thereof.
       
       
    8. Licenses and Permits. Getting your Event legally cleared to happen is solely your responsibility, not ours. Depending on what type of Event you are planning, you may need to obtain a permit from the city or venue, a fire marshal or health inspection, a road-closure or traffic plan approved by local authorities, or sign-off to allow participants under 18. Hold on to that paperwork for as long as you use the Service for the Event, and send us a copy if we reasonably ask for one. We have no responsibility or liability for securing legal permission for your Event.
       
       
    9. Confidentiality. You agree to treat RunSignup’s Services, proprietary technology, and all non-public documentation, specifications, and related content and materials, including all modifications and derivatives thereof (collectively, “RunSignup IP”) as confidential information. You shall not disclose or distribute any such RunSignup IP, in whole or in part, to any third party unless expressly authorized hereunder or with RunSignup’s prior written consent, and you shall not use such RunSignup IP except as expressly permitted hereunder. This obligation does not apply to information that (i) is or becomes publicly available through no act or omission of yours, (ii) was rightfully in your possession prior to your receipt from RunSignup, or (iii) is independently developed by you without reference to or reliance in any way upon the RunSignup IP.
       
       
    10. Survival. Ending this Agreement does not end the parts of it that are, by their nature, reasonably intended to remain in effect afterward, including the limitation of liability, both parties’ indemnification obligations, the warranty disclaimers, our confidentiality and intellectual property protections, your obligations relating to refunds, chargebacks, Taxes, and amounts owed to us, and the choice of governing law and forum. Such terms and conditions shall survive termination.
        
        
    11. Changes to Payment Terms. We may update the provisions of this Agreement governing payments, fees, Taxes and Payment Accounts (including Sections 7 through 10) from time to time, for example, to reflect a change in Processors, applicable law, card network rules, or our business practices. We will post the updated Agreement or otherwise notify you before the update takes effect. Your continued use of your Payment Account after the effective date of an update is your acceptance of it. If you do not agree to an update, your option is to stop using that Payment Account; amounts you already owe us, and your obligations relating to refunds, chargebacks, and Taxes, remain in effect.