IMPORTANT - READ CAREFULLY: YOUR USE OF CLUBRUNNER AND ITS SERVICES IS CONDITIONED UPON YOUR COMPLIANCE AND ACCEPTANCE OF THESE TERMS.
This ClubRunner Subscription Agreement represents the complete Agreement and understanding between Doxess and the Subscribing Organization requesting a subscription (hereinafter the "Club") and supersedes any other written or oral agreement. Upon notice, Doxess may modify the terms and conditions contained herein and may discontinue or change the services offered in the event of failure to comply with the following provisions.
WHEREAS, the Subscribing Organization wishes to subscribe to the ClubRunner Internet service; and
WHEREAS, Doxess is interested in offering the Subscribing Organization such a service;
WHEREAS, the Subscribing Organization and Doxess mutually desire to set forth the terms applicable to such association;
NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby acknowledged, the Subscribing Organization and Doxess, intending to be legally bound, hereby agree as follows:
SECTION ONE: DEFINITIONS
1.1 - HTML means the series of commands for formatting Web Pages known as Hypertext Markup Language, and shall include any current and future extensions thereto, whether or not the extensions are commonly viewed as "official".
1.2 - Internet means the world-wide network of computers commonly understood to provide some or all of the following features, among others: electronic mail, file transfers through File Transfer Protocol ("FTP"), Telnet access to local and remote computers, UseNet Newsgroups, Gopher access to information on local and remote computers, Wide Area Information Servers, and World Wide Web access.
1.3 - Subscribing Organization Site means the ClubRunner web page set up by Doxess.
1.4 - Administrative Site means the part of the Subscribing Organization site accessible through a secure login.
1.5 - External Web Site means any Web Page or other material that can be accessed using a Web Browser and that is not part of Doxess' or the Club's Web Site.
1.6 - Home Page The first page that displays when accessing a Web Site.
1.7 - Web Browser means software designed to allow interactive access to the World Wide Web (and in some cases to other Internet resources as well), currently supporting Microsoft Internet Explorer.
SECTION TWO: TERMS AND CONDITIONS
This agreement details the terms and condition under which the Subscribing Organization will receive the ClubRunner service from Doxess.
2.1 - Scope
Under the terms of this agreement the Subscribing Organization will be entitled to a web site that displays the Club's stories, events, news and other services available. It is the responsibility of the Subscribing Organization to upload a logo to their site. Step by step instructions will be provided. The site contents and intended purpose is for Subscribing Organization members and friends to share and collaborate on Club-related issues and events, and may not be expanded beyond the interest of the Subscribing Organization activities. The contents of the web site should be in line with the Club's policies and practice and may not include any illegal or potentially offending material to the public. Doxess reserves the right to terminate this agreement at any time if the content, message or attitude of the Subscribing Organization site is deemed controversial or offensive to the public. This decision is made at Doxess' discretion. Doxess will be free to do so without prior notice and/or explanation. In such case the Subscribing Organization agrees that there will be no monetary refund of any prepaid fees for the subscription services. Each Subscribing Organization will be entitled to a web site accessed with an address as a subdirectory of the ClubRunner URL. For example, www.clubrunner.ca/7080/citycentre. Any Subscribing Organization that wishes to register or already has their own URL needs to set this up with their domain registrar, and can have this URL forwarded or redirected to the ClubRunner URL. Doxess reserves the right to change the specifications and layout of the ClubRunner program without prior notice.
2.2 - Usage Limitations
The Subscribing Organization Site may contain no more than 20 stories and 20 news items at any one time. A maximum of 10 stories and 10 News items can be displayed on the Home Page. Each Subscribing Organization can have a maximum of 20 Subscribing Organization Events open at any one time. No more than 20 Photo Journals will be available at any one time; each Photo Journal may contain up to 30 photos with captions. The Subscribing Organization Site can have a maximum of 50 MB of data in total. If required, additional storage space is available for an additional fee.
The Subscribing Organization may send up to 10 MB of mailings per month. This includes the e-Bulletin, event announcements and emails, and mass mail services. This is equivalent to about 1000 emails a month without attachments. An additional charge of $0.05 per MB over this monthly limit applies. Please note that graphic attachments or big files can increase your traffic substantially. A current traffic status page for your Subscribing Organization will be provided.
The Subscribing Organization will be entitled to add Friends onto ClubRunner, who will receive the eBulletins. The maximum number of Friends a Subscribing Organization can add is equal to twice the number of members for that Club.
Use of the Services. You may use the Services only if you are an active Member or recognized user of the Subscribing Organization, and as permitted under the terms and conditions of this Agreement or other written agreements between You and Doxess. You may not resell, distribute, use on a timeshare or service bureau basis, or otherwise directly generate income from the Services. You will not modify, make derivative works of, disassemble, decompile or reverse engineer the Site, Services or any component thereof.
TRIAL USAGE CONDITIONS
2.3 - Pricing
Doxess reserves the right to review the price structure and apply it to all clubs or only to select clubs as and when necessary. When such action becomes necessary a 90-day notice will be given and any price adjustments will be applicable at the start of the renewal year. All prices quoted are in US dollars. A separate agreement is needed for clubs in Canada. In order to set up a Web Site and enroll in the ClubRunner network, the Subscribing Organization will be subject to a Setup Fee of $199. In addition, the Subscribing Organization will pay a yearly subscription fee, dependent on the member count at the time of sign-up. Subscription renewal charges will be based on the Subscribing Organization membership at the renewal time. For the latest fees, please always refer to our website.
2.4 - Advertising
The ClubRunner Site pages and emails sent from ClubRunner will contain advertising. This advertising is controlled by Doxess according to strict acceptance guidelines. The Subscribing Organization is eligible to generate fundraising revenue from ClubRunner advertising. If the Subscribing Organization recruits companies and establishments that wish to advertise on the ClubRunner network, Doxess will award the Subscribing Organization 30 percent of the revenue received for that ad. Doxess may change this percentage or discontinue this campaign at its discretion at any time. A Subscribing Organization has the option to remove the advertising but this will incur a higher subscription fee. A Subscribing Organization may also choose to order their own advertising section, administered and controlled entirely by the Club, for a fee.
2.5 - Agreement Period and Renewal
This Agreement will be valid for 12 months from the subscription start date, and will automatically be renewed for another 12 months provided renewal fees are received not more than 30 days after the Subscription End Date. Thirty days after the Subscription End Date, the service will be discontinued without notice, and reinstating the service will be subject to the setup fee.
SECTION THREE: RIGHTS AND LIABILITIES
3.1 - Limitation of Liability
It is expressly agreed that Doxess' maximum liability for damages hereunder, regardless of the form of legal action, whether in contract or in tort, including negligence, shall in no event exceed the actual subscription payment received by Doxess for the services pursuant to this Agreement during the last 12 months of this Agreement.
3.2 - Service Availability and Response Time
WARRANTY DISCLAIMER. YOU UNDERSTAND AND AGREE THAT THE SERVICES, AND ANY ASSOCIATED SOFTWARE, ARE PROVIDED "AS IS" AND "AS AVAILABLE." DOXESS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. DOXESS MAKES NO WARRANTY OR REPRESENTATION REGARDING THE SERVICES, ANY INFORMATION, MATERIALS, GOODS OR SERVICES OBTAINED THROUGH THE SERVICES, THE SITE, OR THAT THE SERVICES WILL MEET ANY SUBSCRIBING ORGANIZATION OR MEMBER REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. USE OF THE SERVICES AND THE SITE ARE AT THE SUBSCRIBING ORGANIZATION'S AND/OR MEMBER'S SOLE RISK. THE SUBSCRIBING ORGANIZATION AND ITS MEMBERS WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE SUBSCRIBING ORGANIZATION, THE MEMBER, THE SITE, AND ANY LINKED SITES RESULTING FROM THE USE OF SUCH SERVICES OR WEBSITE.
3.3 - No Consequential Damages
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CLUBRUNNER, DOXESS, INC., SUPPLIERS OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, INTERRUPTION, LOSS OF INFORMATION OR DATA, PROCUREMENT OF SUBSTITUTE GOODS AND/OR SERVICES, OR ANY OTHER PECUNIARY LOSS) INCLUDING BUT NOT LIMITED TO CLAIMS ARISING OUT OF, OR RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICES, THE SITE, OR ASSOCIATED SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF DOXESS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR, IF REASONABLY FORESEEABLE, INCURRED BY THE SUBSCRIBING ORGANIZATION OR CLAIMED AGAINST THE SUBSCRIBING ORGANIZATION BY ANY OTHER PARTY, NOR SHALL DOXESS BE HELD LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM AN EVENT OF FORCE MAJEURE. IN ANY CASE, DOXESS' MAXIMUM CUMULATIVE LIABILITY AND THE SUBSCRIBING ORGANIZATION'S AND ITS MEMBERS' EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE SUBSCRIBING ORGANIZATION FOR THE SUBSCRIPTION SERVICES (EXCLUDING ANY PER USE OR PROFESSIONAL SERVICE FEES) IN THE PREVIOUS 12 MONTHS EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
Doxess' liability for death or personal injury resulting from the negligence of Doxess or that of its employees or agents or in relation to any other liability which may not by applicable law be excluded or limited is not excluded or limited and nothing in this agreement shall be construed as an attempt to exclude or limit such liability.
3.4 - Ownership Rights
The Services, this Website, and all Content, and all trademarks, including but not limited to all material distributed or presented to the Subscribing Organization or its Members through the Services by ClubRunner or its Third Party Providers or on the Linked Sites, and all rights and intellectual property rights therein, are the sole property of Doxess, or its Third Party Providers, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Any comments, suggestions or ideas or other information submitted to Doxess through this Website, in writing, by e-mail or otherwise to Doxess will be the property of Doxess and Doxess will have all rights therein without any obligation to compensate the Subscribing Organization or its Members. All Site Information will remain the sole property of the Subscribing Organization, its Members or any party with rights therein. Any rights not expressly granted herein are reserved. All materials published by Doxess, ClubRunner and its Third Party Providers, including but not limited to text, graphics, names, logos, service marks and trademarks, and information contained on any Linked Sites (collectively, the "Content") are the property of or controlled by Doxess or the party credited as the provider of the Content. The Subscribing Organization and its Members will respect all proprietary rights of Doxess and its Third Party Providers in and to the Content, Site Name, Services, and Site, any products or other services obtained therefrom.
3.5 - Assignment. Neither party may assign or delegate their respective obligations under this Agreement either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign their rights and obligations under this Agreement as the result of a merger, consolidation, acquisition or the sale of all or substantially all of the assets of the assigning party and Doxess may assign its rights and delegate its obligations in whole or in part to an affiliate, provided that either party may terminate this agreement upon 10 days notice, if the assignee can be reasonably considered a competitor of the non-assigning party.
3.6 - Governing Law
This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflict of law provisions. To the extent court action is permitted hereunder, you shall submit to the personal and exclusive jurisdictions of the courts located within the Province of Ontario and waive any objection as to venue or inconvenient forum. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION MADE BY YOU ARISING OUT OF OR RELATED TO THE SERVICE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
3.7 Representations of Subscribing Organization
By registering and accepting these Terms, the initial Site Administrator on behalf of the Subscribing Organization and all its Members, and each Member on its individual behalf, hereby represents and warrants to Doxess that:
a) He or she is the duly authorized Site Administrator or Member of the Subscribing Organization and has the authority and legal capacity to register and accept these Terms on behalf of the Subscribing Organization and to bind the Subscribing Organization thereto, and/or to register and accept the same on his/her own behalf and to be bound thereby;
b) All Members are at least 18 years of age, or are at least thirteen (13) years of age and have parental permission to establish a Site and/or use and access the Services;
c) (i) the Subscribing Organization and its Members are eligible to establish a Site and to become Members,
(ii) the Subscribing Organization and its Members accept and agree to be bound by these Terms, and the Subscribing Organization will take all steps necessary to ensure that its Members so accept and are bound by the same, without limitation or qualification, and
(iii) the Subscribing Organization and Members will regularly review these Terms, and in the event of any change, the Subscribing Organization's or Member's failure to promptly discontinue use of the Services and Site as provided in this Agreement will be deemed to indicate the agreement of the Subscribing Organization, on its own behalf and on behalf of its Members, and of its Members to accept and be bound by such changes.
3.8 - Privacy
3.9 - INFORMATION
All trademarks, service marks and logos used in this Website are the property of their respective owners. All contents of this Website are the property of Doxess, Inc. and/or its suppliers. Copyright © 2001-2008 Doxess, Inc. All Rights Reserved.