SoRewarding™, Inc. ("SoRewarding™" or "we") is a business and personal social networking service that allows Members (both registered consumers, registered businesses, and registered non-profits) and other users to create unique business and personal profiles online in order to find, meet, communicate and interact with friends, family, other users, consumers, donors, and merchants across the entire SoRewarding™ network.
The content, services and opportunities offered by SoRewarding™ include the SoRewarding™.com website (the "SoRewarding™ Website"), the SoRewarding™ Internet messaging service, the SoRewarding™ Rewards Program, and any and all other features, content, or applications offered from time to time by SoRewarding™ in connection with the SoRewarding™ Website (collectively, the "SoRewarding™ Services"). The SoRewarding™ Services are hosted in the United States of America.
These Terms and Conditions constitute the "Terms of Use Agreement" ("Agreement") and set forth each of the legally binding terms and conditions for use of the SoRewarding™ Website and all the SoRewarding™ Services and content from time to time offered therein or related thereto (all collectively referred to herein as "SoRewarding™").
By using, joining, visiting or otherwise interacting with SoRewarding™, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the SoRewarding™ Website) or you are a "Consumer" (which means that you have registered with SoRewarding™) or you are a "Business" (which means you have registered to use SoRewarding™ for commercial purposes) or you are a "Non-Profit" (which means you have registered with SoRewarding™) or you are interacting in any other way with SoRewarding™.
The term "User" refers to a Visitor, individual, Non-Profit, or Business. You are only authorized to use the SoRewarding™ (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. If you access SoRewarding™, you will be deemed to have agreed to and be bound by this Agreement. Please read this Agreement carefully. If you do not agree with it, you should leave the SoRewarding™ Website and discontinue use of the SoRewarding™ Services immediately.
This Agreement includes SoRewarding™'s policy for acceptable use of the SoRewarding™ Website, your rights, obligations and restrictions regarding your use of SoRewarding™ and our Privacy Policy. In order to participate in certain SoRewarding™ Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to SoRewarding™ in which you choose to participate, any and all such other or additional terms are hereby incorporated into this Agreement.
SoRewarding™ may, in its sole and absolute discretion and without any advance notice or warning, modify this Agreement from time to time. Any such modification shall be effective upon posting by SoRewarding™ on the SoRewarding™ Website. Your continued use of the SoRewarding™ Services following any such modification constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. It is therefore important that you review this Agreement regularly.
Use of the SoRewarding™ Services and registration to be a member for the SoRewarding™ Services is void where prohibited. By using the SoRewarding™ Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 15 years of age or older; and (d) your use of the SoRewarding™ Services does not violate any applicable law. Your profile may be deleted and your membership terminated without warning, if we believe that you are under 15 years of age.
When you register with SoRewarding™, you will be asked to provide certain information including, without limitation, a valid email address (your "Information"). In addition to this Agreement and the SoRewarding™ privacy policy (the "Privacy Policy"), you understand and agree that SoRewarding™ may disclose to third parties, on an anonymous basis, certain aggregate information contained in your registration application. SoRewarding™ may disclose to any of its third party affiliates your name, e-mail address or telephone number without your prior consent, even to the extent necessary or appropriate to comply with applicable laws or in legal proceedings where such information is relevant and material or may lead to the discovery of relevant, material and/or otherwise discoverable information.
SoRewarding™ reserves the right to offer third party services and products to you based on the preferences that you identified through your registration and/or use of SoRewarding™ and at any time thereafter; such offers may be made by SoRewarding™ or by third parties. Please see the Privacy Policy for further details regarding your Information.
Without limiting any of the disclaimers set forth in this Agreement and the Privacy Policy, SoRewarding™ does not provide or make any representation or warranty as to the quality or nature or fitness for any use whatsoever of any of the third party products or services accessed, available, purchased or obtained through SoRewarding™ or any other representation, warranty or guaranty of any kind, nature or type. Any such undertaking, representation, warranty or guaranty must be separately furnished solely by the provider thereof, under terms agreed to by the provider thereof and SoRewarding™ shall, at all times and under all conditions and circumstances, be fully and completely separate and absolved from any complaint or allegation relative thereto.
If you cancel your SoRewarding™ account, all your account information from SoRewarding™, including resumes, cover letters, network profiles, saved jobs, questionnaires and email mailing lists will be removed from SoRewarding™ and SoRewarding™'s databases and cannot be retrieved once deleted. Nothing posted can or will be preserved or returned, although SoRewarding™, in its sole and absolute discretion, reserves the absolute and unlimited right to retain all such information for quality control, conformation, legal and other purposes, but shall not, under any circumstance, be required to do so.
You are responsible for maintaining the confidentiality of your SoRewarding™ Account and passwords. You shall be responsible for all uses of your SoRewarding™ Website registrations and passwords, whether or not authorized by you. You agree to immediately notify SoRewarding of any unauthorized use of your SoRewarding™ Account.
Users may not use SoRewarding™ to transmit, distribute, store or destroy material, including without limitation SoRewarding™ Content and other content lawfully posted to the SoRewarding™ Website, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful. All such terms in this paragraph and throughout this document employed are, within the sole and absolute discretion of SoRewarding™ to be defined in the broadest way possible so as to afford SoRewarding™ users and other lawfully and properly accessing SoRewarding™ maximum protection from the type of conduct proscribed hereby.
Any person or entity accessing SoRewarding™ is strictly prohibited from violating or attempting to violate the security of the SoRewarding™.com Website, including, without limitation the following activities: (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to the SoRewarding™ Website, overloading, "flooding", "spamming", "mailbombing", "DoSing," "attaching," "piggy-backing," "Re-directing" or "crashing"; or (d) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security shall result in civil and criminal liability. SoRewarding™ will investigate occurrences which SoRewarding™ believes may involve such violations and may involve and cooperate with, law enforcement authorities in prosecuting any and all persons involved in such violations to the fullest extent of the law.
The job posting and resume database features of SoRewarding™ may be used only for lawful purposes by individuals seeking employment and career information and employers seeking employees. All Users and others accessing SoRewarding™ agree not to do any of the following: (a) post any jobs on the SoRewarding™ Website for any competitor of SoRewarding™ or posting jobs or other content that contains links to any site competitive with SoRewarding™; (b) post jobs or content on the SoRewarding™ Website that contain any hyperlinks, "hidden" keywords or any keywords that are irrelevant to the job or are otherwise misleading contained in a job posting are prohibited(c) use the SoRewarding™ Website Resume Database for any purpose other than as an employee seeking employment or employer seeking employees, including but not limited to using the information in the Resume Database to sell or promote any products or services; (d) post or submit to the SoRewarding™ Website any incomplete, false, inaccurate or misleading biographical information or information which is not your own; or (e) post on the SoRewarding™ Website any franchise, pyramid scheme, "club membership", distributorship, multi-level marketing program or opportunity or sales representative agency arrangement or other business opportunity which requires an upfront or periodic payment, pays commissions only (except for postings that make clear that the available job pays commission only and clearly describes the product or service that the job seeker would be selling, in which case such postings are permissible), requires recruitment of other members, sub-distributors or sub-agents.
In additional, all Users and others accessing SoRewarding™ agree not to do any of the following: (i) send unsolicited mail or e-mail, making unsolicited phone calls or send unsolicited faxes regarding promotions and/or advertising of products or services to a user of the SoRewarding™ Website; (ii) delete or revise any material posted by any other person or entity; (iii) take any action that imposes an unreasonable or disproportionately large load on the SoRewarding™ Website's infrastructure; (iv) notwithstanding anything to the contrary contained herein, use or attempt to use any engine, software, tool, agent, artifice or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the SoRewarding™ Website other than the search engine and search agents available on the SoRewarding™ Website and other than generally available third party web browsers (e.g., Netscape Navigator, Microsoft Explorer); (v) attempt to decipher, decompile, disassemble, manipulate, reverse engineer or otherwise adversely effect or improperly access or use in any way any of the software comprising or in any way making up any part of SoRewarding™; (vi) aggregate, copy or duplicate in any manner any of the SoRewarding™ Content or information available from the SoRewarding™ Website; (vii) otherwise copy, manipulate or attempt to claim any part of SoRewarding™ as your own for any reason.
You are solely responsible for your SoRewarding™ account information, profile, content, messages or other information ("User Content") that you submit, publish or display (hereinafter, "post") on the SoRewarding™ Website or transmit to others via SoRewarding™. By posting User Content to SoRewarding™, you automatically grant, and you represent and warrant that you have the right to grant to SoRewarding™ an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, and distribute any and all such User Content and to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses thereof without compensation therefore.
By posting User Content to any public or non-public area of SoRewarding™, including message boards, forums, profiles, sales, notifications, events, appointments, travel areas, photos and chat rooms, you grant SoRewarding™ and its affiliates the royalty-free, perpetual, irrevocable, sublicenseable (through multiple tiers), non-exclusive right (including any moral, legal and/or intellectual property rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, sell, convey, hypothecate, distribute, communicate to the public, perform and display the User Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed (herein "Use"), for the full term of any rights that may exist in such content without fee or compensation of any type for any purpose and without liability for any such use thereof. You also warrant that the holder of any rights, including moral, legal and/or intellectual property rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any User to access, display, view, store and reproduce such User Content for personal use. Subject to the foregoing, the owner of such User Content placed on SoRewarding™ retains any and all other rights that may exist in such User Content.
SoRewarding™ acts as a passive conduit for the online distribution and publication of User Content and has no obligation to screen communications or information in advance and is not responsible for screening or monitoring User Content posted by Users. However, SoRewarding™ may review and delete any User Content that, in the sole and absolute discretion of SoRewarding™, violates or is in any way deemed in the sole and absolute discretion of SoRewarding™ to be contrary to these Terms of Use, or which violates applicable law, rules or regulations, is offensive, immoral, or illegal or violates the rights of, harms or threatens the safety of Users of the SoRewarding™ Website.
SoRewarding™ reserves the right to terminate, reject, expel and bar re-entry by visitors, Users or others accessing SoRewarding™ and prevent their further access to the SoRewarding™ for violating the Terms of Use or applicable law, rule or regulation and the right to remove User Content which is in violation of the Terms of Use, abusive, immoral, illegal, or disruptive. SoRewarding™ may take any action with respect to User Content and/or services which SoRewarding™ deems necessary or appropriate in its sole and absolute discretion if it believes it may create liability for SoRewarding™, or may cause SoRewarding™ to lose (in whole or in part) the services of its ISPs or other suppliers.
The following is a partial list of User Content which is prohibited on SoRewarding™. The list below is for illustration purposes only and is not a complete list of all prohibited User Content. Rather, any content as outlined above is proscribed hereby, including but not limited to content which:
SoRewarding™ reserves the right in its sole and absolute discretion to investigate and take legal action against anyone who engages in any illegal or prohibited conduct or otherwise violates these Terms of Use, including without limitation, removing the User Content from SoRewarding™ and/or terminating the offending person or entity's ability to access SoRewarding™.
SoRewarding™ does not represent or guarantee the truthfulness, accuracy, or reliability of User Content or any other communications posted by Users or others or SoRewarding™ and does not endorse any opinions expressed by Users or others hereon. Any reliance on material posted by others on SoRewarding™ will be at the users/viewers own risk.
SoRewarding™ has no obligation to screen User Content in advance and is not responsible for screening or monitoring User Content. If notified of communications which allegedly do not conform to these Terms of Use, SoRewarding™ may, in its sole and absolute discretion, investigate the allegation and determine whether to take any other actions whether to remove or request the removal of the User Content. SoRewarding™ has no liability or responsibility to Users or others for performance or nonperformance of such activities.
SoRewarding™ appreciates hearing from Users and others and welcome comments regarding SoRewarding™. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, inventions or materials other than those which we have specifically requested. While we do value your feedback on our services, please be specific in your comments regarding our services and do not submit creative ideas, inventions, suggestions, or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the "Submission"), the Submission shall immediately become and forever thereafter be the sole and exclusive property of SoRewarding™ without any obligation on the part of SoRewarding™ to compensate you therefore regardless of any intellectual property rights or other similar protection you might have enjoyed had you not voluntarily waived these rights and gratuitously delivered your submission to SoRewarding™. None of the Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission. SoRewarding™ shall own exclusively all now or then known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person who submitted the Submission and you will have absolutely no right whatsoever to seek redress therefore In any court of competent jurisdiction, whether at law or in equity.
If you believe that your copyrighted work has been uploaded, posted or copied to the SoRewarding™ Website and is accessible on the SoRewarding™ Website in a way that constitutes copyright infringement, please notify us by providing our designated copyright agent with the following information:
SoRewarding™ and all of our affiliated companies respect the intellectual property rights of others, and we demand that all SoRewarding™ Users, account holders, visitors and content suppliers or partners to do the same. The unauthorized reproduction, copying, distribution, modification, public display or public performance of copyrighted works constitutes infringement of the copyright owner's rights. As a condition to your use of SoRewarding™, you agree not to use SoRewarding™ to infringe the intellectual property rights of others in any way. We will terminate the accounts of any SoRewarding™ account holders, and block access to SoRewarding™ of any Users who infringe on the copyrights, intellectual property or other protected rights of others. We reserve the right to take these actions at any time, in our sole and absolute discretion, with or without notice, and without any liability to the account holder who is terminated or to the User whose access is blocked.
SoRewarding™ and all of our affiliated companies respect the rights of others, and we demand that all SoRewarding™ users, account holders, visitors and content suppliers or partners to do the same. Discrimination against others in a manner that is against Federally protected statuses (see: Title VII of the Civil Rights Act of 1964, the Equal Pay Act, the Age Discrimination in Employment Act (ADEA), and the Americans with Disabilities Act (ADA)) is a violation of their rights. As a condition to your use of SoRewarding™, you agree not to use SoRewarding™ to discriminate against anyone or infringe the employment rights of others in any way. We will terminate the accounts of any SoRewarding™ account holders, and block access to the SoRewarding™ Website of any Users who infringe on the rights of others. We reserve the right to take these actions at any time, in our sole and absolute discretion, with or without notice, and without any liability to the account holder who is terminated or to the User whose access is blocked.
SoRewarding™ acts as a venue for employers to post job opportunities and candidates to post resumes, trips, sale items, photos, events, appointments and any other feature that we offer -- but SoRewarding™ does not screen or censor the listings offered and has no duty or obligation to do so. SoRewarding™ is not involved in the actual transaction between employers and candidates, businesses and members and any other transactions between Users. As a result, SoRewarding™ has no control over the quality, safety or legality of the jobs or resumes posted, the truth or accuracy of the listings, the ability of employers to offer job opportunities to candidates or the ability of candidates to fill job openings or any User Content and, consequently, SoRewarding™ makes no representations about any jobs, resumes or User Content on SoRewarding™.
In addition, please note that there are risks, including but not limited to the risk of physical harm, of dealing with strangers, foreign nationals, underage persons or people acting under false pretenses. You assume all risks associated with dealing with other Users with whom you come in contact through SoRewarding™. By its very nature, other people's information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. We expect that you will use caution and common sense when using SoRewarding™ and that you will immediately notify us of inappropriate conduct or activity of others or SoRewarding™. You understand, however, that SoRewarding™ is not liable therefore or under any obligation whatsoever to discover, remove or terminate any such conduct or activity.
Because user authentication on the Internet is difficult, SoRewarding™ cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in user-to-user dealings or control the behavior of Users the SoRewarding™ Website, in the event that you have a dispute with one or more Users, you release SoRewarding™ (and our agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
SoRewarding™ Content may contain inaccuracies or typographical errors. SoRewarding™ makes no representations about the accuracy, reliability, completeness, or timeliness of any SoRewarding™ Content. The use of SoRewarding™ and SoRewarding™ Content is at your own risk. Changes are periodically made to SoRewarding™ and may be made at any time. You acknowledge and agree that you are solely responsible for the form, content and accuracy of any resume or material contained therein placed by you on the SoRewarding™. Employers are solely responsible for their postings on SoRewarding™. SoRewarding™ is not to be considered to be an employer with respect to your use of SoRewarding™ and SoRewarding™ shall not be responsible for any employment decisions, for whatever reason made, made by any entity posting jobs on SoRewarding™.
SoRewarding™ cannot guarantee and does not promise any specific results from use of SoRewarding™. No advice or information, whether oral or written, obtained by a User from SoRewarding™ shall create any warranty not expressly stated herein.
SoRewarding™ DOES NOT WARRANT THAT THE SoRewarding™ WEBSITE WILL OPERATE ERROR-FREE OR THAT THS SoRewarding™ WEBSITE AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SoRewarding™ WEBSITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, SoRewarding™ IS NOT RESPONSIBLE FOR THOSE COSTS. THE SoRewarding™ WEBSITE AND CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. SoRewarding™, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. SoRewarding™ MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY SITE CONTENT, SERVICES, SOFTWARE, TEXT, GRAPHICS, AND LINKS.
IN NO EVENT SHALL SoRewarding™, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON ANY SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SoRewarding™ WEBSITE AND CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY SoRewarding™ WEBSITE CONTENT OR YOUR USE THEREOF, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED $100 AND IS LIMITED THERETO.
SoRewarding™ may contain links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by SoRewarding™ of the contents on such third-party websites. SoRewarding™ is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party websites. If you decide to access linked third-party websites, you do so at your own risk.
You agree not to resell or assign your rights or obligations under these Terms of Use, you also agree not to make any unauthorized commercial use of SoRewarding™ and that any attempt to do so is void and will subject you to treble damages caused thereby.
You agree to defend, indemnify, and hold harmless SoRewarding™, its affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees resulting from (i) any User Content or other material you provide to the SoRewarding™ Website, (ii) your use of any SoRewarding™ Content, or (iii) your breach of the terms of these Terms of Use. SoRewarding™ shall provide notice to you promptly of any such claim, suit, or proceeding.
SoRewarding™ makes no claims that SoRewarding™ Content may be lawfully viewed or accessed outside of the United States. Access to SoRewarding™ Content may not be legal by certain persons or in certain countries. If you access SoRewarding™ from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. These Terms of Use are governed by the internal substantive laws of the state of Colorado, without respect to its conflict of laws principles. Jurisdiction for any claims arising under this agreement shall lie exclusively with the state or federal courts within Colorado. If any this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Except as expressly provided in an additional agreement, additional terms of use for specific areas of SoRewarding™, a particular "Legal Notice," or Software License or material on particular Web pages, this Agreement constitutes the entire agreement between you and SoRewarding™ with respect to the use of SoRewarding™. No changes to this Agreement shall be made except by a revised posting on this page.
Disputes between Users, including Businesses, must be resolved without the involvement of SoRewarding™. All business completed as a result of relationships formed on SoRewarding™ are the sole responsibility of the parties involved. SoRewarding™ has no obligation whatsoever to become involved in disputes between Users and/or Businesses.
Certain areas of SoRewarding™ are subject to additional terms of use. By using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas.
This Agreement will remain in full force and effect while you are a User, viewer or visitor of SoRewarding™ at any level. SoRewarding™ reserves the right, at its sole and absolute discretion, to pursue all of its legal remedies including, but not limited to, deletion of your User Content from SoRewarding™, immediate termination of your registration, immediate termination of your ability to access SoRewarding™ and/or any other services provided to you by SoRewarding™, and/or civil and criminal penalties, upon any breach by you of this Agreement or if SoRewarding™ is unable to verify or authenticate any information you submit to SoRewarding™ registration. Even after you are no longer a User of SoRewarding™, all provisions of this Agreement shall continue to apply you and your use of SoRewarding™, regardless of when that use may have occurred. SoRewarding™ may terminate any account, at any time, for any reason, without liability.
SoRewarding™ provides a forum for Businesses to advertise and market their products and services to SoRewarding™ Users. By using SoRewarding™, you represent and warrant that (a) all information contained in your profile is truthful and accurate and that you will maintain the accuracy of such information, (b) your use of SoRewarding™ does not violate any applicable laws, and (c) you are at least 18 years old.
You may terminate or suspend your use of SoRewarding™ at any time, for any reason. SoRewarding™ may terminate your profile or your access to the SoRewarding™ Services, or any portion thereof, including removing your profile, at any time for any or no reason. This Agreement will remain in effect after your User status has terminated and you will remain obligated to pay for any obligations accrued under the SoRewarding™ Services.
You acknowledge that SoRewarding™ may charge fees for Business profiles and that the amount of the fees may be changed from time to time in SoRewarding™'s sole discretion. You agree to pay such charges, along with any applicable taxes. All charges to your account must be paid using the credit card you have submitted to us. You confirm that you are permitted to use the credit card submitted to us. You authorize us to store your credit card information, along with other related transaction information. You authorize us to charge the full amount of fees due to us to the credit card provided. If SoRewarding™ does not receive timely payment from the credit card on file for your account, you agree to pay all amounts due upon demand. If you do not pay your account in a timely manner, we may suspend or terminate your profile and/or access to the SoRewarding™ Services, and collect the fees due using other collection mechanisms. You agree to pay all expenses associated with such collection, including reasonable attorneys' fees. Interest will accrue on ay past due amounts at the rate of the lesser of 1% per annum per month or the lawful maximum. If SoRewarding™ removes your profile or terminates your access to the SoRewarding™ Services, or if you voluntarily terminate your use of the SoRewarding™ Services, you will not be entitled to a refund of fees paid.
You agree that you either own or have the legal right to use the content contained in your profile and in your advertising and other marketing materials ("Advertising") and that the posting of your Advertising on SoRewarding™ does not infringe the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary right. You agree that your Advertising will not be deceptive or fraudulent in any manner and that it may not contain or promote spam or content that violates applicable laws or regulations. SoRewarding™ reserves the right to refuse to post or to remove any Advertising or to remove your profile or to terminate your access to the SoRewarding™ Services at any time for any reason, or no reason, with or without prior notice and without liability.
In addition to the other prohibitions contained in this Agreement, you agree that your Advertising will not contain or promote adult content, including nudity or sexual terms or images, and that your Advertising will not contain or promote offensive or vulgar language, or defamatory, libelous, slanderous or unlawful content. SoRewarding™ will not accept advertising referencing any of the following: tobacco products, ammunition, firearms or other weapons, gambling, scams, pyramid schemes or chain letters, adult toys or videos, child pornography, fraud, drug dealing, trafficking in obscene material, harassment, spamming,, intellectual property infringement, or theft of trade secrets.
Advertising for alcoholic beverages must be targeted to people 21 years old or older. If the User's age cannot be determined, do not display the advertisement to the User in question. SoRewarding™ recommends that advertising promote drinking responsibly.
SoRewarding™ makes no guaranty as to the success of Business profiles or Advertising.
PARTIES: These Terms & Conditions are by and between the Business ("Business") identified in the Consumer Driven Discounts Feature and SoRewarding, LLC ("Sales Agent"). SoRewarding, LLC has rights under license to use the SoRewardingTM brand and the SoRewarding web site.[1]
NONEXCLUSIVE APPOINTMENT: Business hereby appoints Sales Agent as Business's nonexclusive agent to market and sell and facilitate payment for the products and/or services provided by Business (the "Offers") for sale in the United States and Sales Agent hereby accepts such appointment. All Offers must meet Sales Agent's standards and legal requirements, and are subject to Sales Agent's prior approval, which may be given or withheld in the Sales Agent's sole discretion. Business agrees to make Offers available through Sales Agent's websites, applications or online properties that are hosted and managed by Sales Agent, Affiliates of Sales Agent and/or business partners of Sales Agent (collectively, the "Sales Agent Parties"). Sales Agent, in its sole discretion, shall determine which Offers it will market and sell, and nothing in this Agreement shall obligate Sales Agent to accept, market or sell any of particular Offer. This Agreement is not exclusive to Business and the Sales Agent reserves the unrestricted right to sell, license, market or otherwise act as an agent or representative to market and sell the products and/or services of other third parties, in the same business as Business or otherwise, within or outside of the United States.
OFFERS: Each Offer by Business must be structured to meet the requirements of one of the following two different and alternative models:
(i) An Admission Ticket model, whereby the Business offers a time and place specific promotion or event for a fee; purchasers must redeem their Admission Tickets in accordance with the terms set forth on such Tickets. For example, a restaurant may hold a wine-tasting for a limited number of Admission Ticket purchasers from 5:00-7:00pm, on a designated Friday night; or a restaurant may offer a special dinner for two to a limited number of patrons on a specific Wednesday night from 7:00-10:00 pm. Such Admission Tickets are non-refundable and non-exchangeable. Failure by the purchaser of the Admission Ticket to attend the promotion or event in accordance with its terms will result in forfeiture.
(ii) A Value Offer, whereby the Business provides a bonus, discount or other promotional reward ("bonus") in connection with the sale of a paid gift certificate. The bonus has a clearly disclosed expiration date but the underlying gift certificate has no expiration date and must be honored upon presentation, up to the purchase price of the paid gift certificate, at any time, in accordance with applicable laws. If a Value Offer is accepted and agreed to by a Business and is valid only for an event (specific date and time), the validity of the Value Offer is contingent upon the event taking place. If said event is cancelled for any reason, the promotional value of the Value Offer is no longer redeemable. Any Value Offers already purchased by event attendees can be redeemed at the Business for the purchase price (not the promotional value) of the Value Offer.
Both the Admission Ticket and the Value Offer are issued by and provided by the Business and are the sole responsibility of the Business. Business hereby warrants and represents that it will honor by their terms all Offers sold hereunder. Business agrees to comply with all applicable laws in connection with the Offers provided hereunder. Without limiting the generality of the foregoing, Business is aware and acknowledges that many applicable federal and/or state laws require Business to redeem Value Offers for the full amount of value paid (to the extent they are unused) beyond the bonus expiration date, and Business agrees to do so in accordance with this Agreement.
RELATIONSHIP OF PARTIES: The relationship of Sales Agent to Business under this Agreement is that of an independent contractor and Sales Agent may perform all duties under this Agreement at any times and at any locations of its choosing in order to fulfill its obligations under this Agreement. Nothing in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Sales Agent will represent itself as an independent contractor working with the Business to facilitate the making of Offers. Under no circumstances will Sales Agent hold itself out as a party with legal authority to commit or legally bind Business in any matter, and Sales Agent shall not represent that Sales Agent has the power or authority to enter into any agreements or contractual obligations on behalf of Business or Sales Agent distribution channels.
TRANSACTION PROCESS AND FLOW FUNDS: Sales Agent and Sales Agent Parties will sell Business's Offers as an agent of Business to the general public primarily via www.SoRewarding.com and other methods which may be available from time to time. All funds received, less the applicable fees as set forth below, are transferred directly to Business from the Sales Agent. Payment for each Offer will be sent to Business after the expiration date of the promotional value of the offers. Payments are sent on the 10th and 25th of each month. If the promotional expiration date of the Offer falls on the 6th – 20th of the month, payment will be sent on the 25th. If the promotional expiration date of the Offer falls on the 21st – 31st or the 1st – 5th of the month, payment will be sent on the 10th. For example, payment for an Offer that expires on Wednesday, November 9 will be sent to the Business on Friday, November 25.
REVENUE SHARING: Once the minimum is sold, Sales Agent will collect the purchase price of the Offers from consumers. SoRewarding will then retain 25% of the revenue collected from sales of the Offers and will remit the remainder to Business. If the business agreed to the Consumer Driven Deals ("Enabled their CDDs") prior to May 25, 2012, then SoRewarding will only retain 15% of the revenue collected from sales of the Offers and will remit the remainder to the merchant. SoRewarding will direct deposit the Business's portion of the revenue into the Business's bank account via the banking information provided by the merchant, as specified on the Business's SoRewarding profile, no more than fifteen (15) days after the expiration of the Offer. If Business chooses not to receive payment via direct deposit, a manual check will be mailed to the address Business has entered on its SoRewarding Business page. The check will be made payable to Business's name. The check will be mailed within twenty (20) business days after the expiration of the Offer.
CONFIDENTIALITY: In fulfilling the terms of this Agreement, each party ( a "Receiving Party") may have access to confidential, proprietary or trade secret information that belongs to the other party (the "Disclosing Party"), including, but not limited to, customer lists, business or marketing plans, financial information, specifications, software programs, source code or any information created or belonging to a party that has value to and is not generally known by the competitors or potential competitors of such party (the "Confidential Information"). The Receiving Party agrees that it will not use, disseminate or reveal any Confidential Information except as necessary for the Receiving Party to perform its obligations pursuant to this Agreement. The Receiving Party shall take all necessary measures to ensure that the confidentiality of the Confidential Information is maintained, including taking any measures the Receiving Party takes to safeguard its own confidential and proprietary information. The Receiving Party shall restrict disclosure of the Confidential Information to only those of its employees and advisors with a need to know such information in order for the Receiving Party to perform its obligations under this Agreement and shall advise those employees and advisors of the Receiving Party of its obligations under this Agreement to protect the Confidential Information. Confidential Information does not include: (i) information independently developed by the Receiving Party outside the scope of this relationship by personnel not having access to the Confidential Information; (ii) information in the public domain through no wrongful act of the Receiving Party, or (iii) information received by the Receiving Party from a third party who was free to disclose it. In the event that the Receiving Party receives a subpoena or other government process that purports to require the production of any Confidential Information, the Receiving Party shall (i) promptly inform the entity issuing such subpoena or other government process of the existence of this Agreement; (ii) promptly inform the Disclosing Party, if permissible, in writing of the receipt of such subpoena or other government process and (iii) shall not oppose any effort by the Disclosing Party to quash any such subpoena or other government process. If, in the absence of a protective order or receipt of a waiver hereunder, the Receiving Party is nonetheless, in the opinion of its counsel, compelled to disclose such Confidential Information or stand liable for contempt or suffer any other penalty, the Receiving Party may so disclose that portion of the Confidential Information that the Receiving Party's legal counsel advises it that it is compelled to disclose without liability hereunder. In the event that any Confidential Information is ordered produced in an action or proceeding, it shall not lose its confidential status through said use. The parties acknowledge that the breach of the covenants contained in this Section 6 may lead to irreparable harm to the Disclosing Party that would be inadequately compensated by money damages. Accordingly, the parties agree that, in addition to any other legal remedies that may be available, temporary and permanent injunctive relief against the breach or threatened breach of the undertakings contained in this Section 6 shall be available to the Disclosing Party. The parties hereby waive any defense based on the alleged absence of irreparable injury or the adequacy of a remedy at law arising from such breach or threatened breach. Promptly upon the termination of this Agreement, or at any other time upon the request of the Disclosing Party, the Receiving Party shall (i) return to the Disclosing Party or, at the Disclosing Party's request, destroy all Confidential Information, whether in paper or electronic form, and (ii) certify to the Disclosing Party in writing that it has complied with the provisions of this Section 6. Notwithstanding anything herein to the contrary, the parties' obligations of confidentiality shall survive the termination of this Agreement until such time as the Confidential Information is no longer confidential.
BUSINESS ACTIVITIES: In connection with the performance of its obligation in this Agreement, Business agrees to: (a) perform all obligations in this Agreement; (b) provide written Offers (subject to Sales Agent's editorial review) that meet Sales Agent's offer requirements and approve, (using the method requested by Sales Agent), Sales Agent's final written description of such Offers prior to publication by Sales Agent; (c) make physical delivery of products and/ or services, as promoted by the Offers, to purchasing customers as published by Sales Agent and Sales Agent Parties and as approved by Business; (d) provide any and all required support to purchasers of the Offers; (e) be responsible and reimburse Sales Agent for any fees incurred by Sales Agent for product problems and issues and/ or delivery problems and issues arising out of or in connection with Offers; (f) be responsible for all costs and activities related to and required for customer returns of Offers; (g) ensure the content on the Business's SoRewarding profile is accurate, current, and in accordance with the SoRewarding Terms and Conditions . Business will not place further restrictions on the redemption of an Offer nor will Business charge any fees against the Offer for a consumer's use thereof.
SALES AGENT ACTIVITIES: In connection with the performance of its obligations in this agreement, Sales Agent agrees to: (a) perform all obligations in this Agreement; (b) manage all promotional activities for Offers, including with Sales Agent Partners; and (c) publish Offers presented by Business and agreed to by Sales Agent in its sole discretion. Sales Agent reserves the right to reject, cancel or suspend any Offer, contract, URL link, space reservation or position commitment, at any time, for any reason.
TECHNICAL AND SALES SUPPORT: Sales Agent and/or Sales Agent Parties will provide reasonable and necessary technical assistance to Business to effectively carry out the terms and obligations of this Agreement and the promotion of Offers provided, as well as promotional and technical information to aid in sales of Offers.
DISCLAIMER OF CERTAIN DAMAGES; LIMITATIONS OF LIABILITY: NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PENAL LOSS OR DAMAGE OF ANY NATURE WHATSOEVER, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE.
Business acknowledges that Sales Agent has taken reasonable steps to ensure that the SoRewarding CDDs Feature complies with all applicable laws; however Business agrees that Sales Agent makes no representation or warranty regarding the compliance of SoRewarding with applicable law and that it is Business's responsibility to ensure that this Feature (as with any other goods or services offered by Business) complies with applicable federal, state and local laws. Business acknowledges that Sales Agent makes no guarantees with respect to the number of sales that may be generated from any Offer made hereunder.
BUSINESS REPRESENTATIONS AND WARRANTIES: Throughout the term, Business acknowledges, represents and warrants that: (a) Business has the right, power and authority to enter into this Agreement; (b) the Offers provided hereunder will not contain an offer to sell anything that is prohibited by or would otherwise violate any applicable law or will violate or infringe any right of any third party; (c) all goods or services provided in connection with any Offer will be safe and comply with all applicable laws regarding health and safety, fire, and hygiene standards; (d) Business will perform all Offer redemption obligations contained in this Agreement in accordance with the terms of the Offers; (e) Business has obtained all governmental licenses, approvals, and authorizations, if any, necessary to provide the goods or services in connection with the Offer; (f) Business will comply with this Agreement and any state or federal laws (to the extent they apply) that relate to escheat, vouchers, gift cards, vouchers, and/or promotional offers including, but not limited to, the Credit Card Act of 2009, as amended from time to time, and any state or local laws governing the imposition of expiration dates, fees or other terms and conditions of the Offer; (g) Individuals may have the right to request from Business, and if so, Business will provide, a cash refund to the consumer to the extent required by applicable law; and (h) Business is solely responsible to consumer or for any such refunds and Sales Agent shall have no liability for such refunds.
AVAILABILITY OF FUNDS: Business acknowledges that it will receive funds from Sales Agent after the expiration of each Offer. Business agrees to hold such funds until the Offers are redeemed and goods and/or services are delivered. Business acknowledges that it is obligated to keep such funds available to be returned to Sales Agent and/or the purchasing consumer if Business is unable or unwilling to perform its obligations under this Agreement. The obligation to maintain such funds applies to both the Business and the authorized agents of Business. Business shall keep records regarding the funds received in connection with the Offers, in sufficient detail to enable a determination at any one time of the dollar amount of funds held by Business for Offers that have not yet been redeemed. Sales Agent shall have uncontested title and ownership to all amounts that have been paid to Business until such time as Business fulfills its obligations under the terms of this Agreement and delivers the end goods or services as described in the Offer and required herein. Furthermore, Business acknowledges that in the event of a bankruptcy proceeding or other liquidation, any funds which are being held by Business for goods or services not delivered shall be returned to Sales Agent as set forth above (unless Business is permitted by the bankruptcy court to continue to honor the Offers), and no third party shall have any right or claim to these funds which are being held by Business but which solely belong to Sales Agent and the consumers who purchased the Offers.
INDEMNIFICATION: Business agrees to defend, indemnify and hold Sales Agent harmless from and against any and all third party claims, losses damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses and court costs (collectively, "Losses") arising out of, resulting from or related to (i) any actual or alleged infringement of any patent, copyright, misappropriation of any trade secret, or the infringement of any other proprietary right by any of the products or services included in an Offer (other than claims with respect to the use of the SoRewarding brand), (ii) the products or services provided by Business to customers as part of an Offer (including product liability claims); and (iii) any material breach by Business of the terms of this Agreement.
Sales Agent agrees to defend, indemnify and hold Business harmless from and against any and all third party claims, losses damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses and court costs (collectively, "Losses") arising out of, resulting from or in connection with (i) any actual or alleged infringement of any patent, copyright, misappropriation of any trade secret, or the infringement of any other proprietary right with respect to the use of the SoRewarding brand, (ii) the negligent actions of Sales Agent in connection with its marketing and sales of Offer, (iii) any material breach by Sales Agent of the terms of this Agreement.
NO ASSIGNMENT: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Business may not assign this Agreement unless it receives prior written approval from Sales Agent, which may be withheld in its sole discretion. Any assignment in contravention of this section shall be null and void.
TRADEMARKS: Business hereby grants to Sales Agent and the Sales Agent Parties a limited, nonexclusive right to use of Business's promotional materials and of any trade names, trademarks, service marks or logo types associated with Business ("Marks"), provided that such use shall be limited to the sales promotion activities authorized by this Agreement. Sales Agent shall not make or permit the alteration or removal of any identifying Marks placed by Business on or within any Offer. Sales Agent will not use the Marks of Business (with the exception of a logo or Mark or graphic design provided by Business that indicates that Sales Agent is an authorized seller of the Offers) in Sales Agent's corporate title, name, or in any other fashion that might result in confusion as to separate and distinct identities of Business and Sales Agent. Upon the expiration or early termination of this Agreement, the license granted to Sales Agent in the Marks shall terminate and Sales Agent shall promptly cease and desist all use of the Marks. Business shall have no right to use the SoRewarding brand, except in accordance with this Agreement or as may be agreed to in writing by Sales Agent.
TERM; TERMINATION: This Agreement shall become effective upon the date of execution by the parties hereto and will continue as long as Offers made by the Business are being marketed by Sales Agent. This Agreement may be terminated by either party upon ten (10) days written notice to the other party. Upon termination of this Agreement, any sums or amounts due and owing from one party to the other will be promptly paid. Any Offer published or sold prior to termination of this Agreement will continue to be honored by the Business in accordance with its terms.
FORCE MAJEURE: Except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, fire, war, earthquakes or other acts of God, labor conditions, and power failures.
ENTIRE AGREEMENT: This Agreement is the complete agreement between the parties and supersedes any prior oral or written agreement between the parties concerning the subject matter hereof.
GOVERNING LAW; VENUE: This Agreement shall be construed and governed by the laws of the State of Colorado, without regard to the conflicts of laws provisions thereof.
NOTICES: Notices provided hereunder will be in writing and sent by (i) hand delivery; (ii) certified mail, return receipt requested, postage prepaid or (iii) facsimile with a copy sent via overnight courier. Notices to Business will be sent to the address appearing on the first page of this Agreement. Notices to Sales Agent will be sent to: SoRewarding, LLC, 1127 Auraria Parkway, Suite 204-B, Denver, CO 80204 Attn: John Morgan, Account Manager, john.m@sorewarding.com
MODIFICATIONS; AMENDMENTS: No waiver, modification or amendment to this Agreement shall be valid unless in writing and signed by the parties' duly authorized officers or representatives, specifically referring to this Agreement.
WAIVER: No failure or delay on the part of a party in the exercise of any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy and shall not give rise to restriction on or condition to prompt, full and strict performance by the other party of the terms of this Agreement.
Discounts and Tickets
Universal Terms
Promotions and Sweepstakes
From time to time we may offer special promotions, contests and/or sweepstakes intended to provide you an incentive to purchase Discounts and to encourage you to get others to do so. The applicable rules will be posted on the SoRewarding promotions page, along with other affiliate websites or near the description of each promotion. We reserve the right to interpret these rules in our sole discretion, and you agree to our interpretation.
Refunds
When you purchase a Discount or Ticket through SoRewarding, the purchase is final and non-refundable, unless required by applicable law. While no refund will be provided for amounts paid for a Discount if you fail to use the Discount in accordance with its terms (except as provided above), you may always apply the money you paid for the Discount towards future purchases at the restaurant that provided the Discount. Tickets not used on the date and time specified are null and void for all purposes, and will not be refunded.
Abide by the Rules
Some of the Discounts are provided for a limited number of purchasers, or a limited number of Discounts may be purchased by each purchaser, in each case as specified for the particular Discount. Any attempt by you to circumvent the rules in any manner, including obtaining more than the permitted number of Discounts specified for a particular Discount, by using multiple or different identities, will void your purchases and may lead SoRewarding to prohibit you from purchasing any further discounts through SoRewarding. SoRewarding will be the sole arbiter, in its discretion, as to whether you violated these rules.
Electronic Communication
The communications between you and SoRewarding use electronic means, whether you visit the Site(s) or send us emails, or whether SoRewarding posts notices on the Site(s) or communicates with you via email. For contractual purposes, you (a) consent to receive communications from SoRewarding in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SoRewarding provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect your non-waivable rights.
Reservations of Rights and Responsibility
SoRewarding reserves the right, but has no obligation, to monitor, or take any action SoRewarding deems appropriate regarding disputes that you may have with other customers of ours or any businesses or non-profits. To the extent applicable law permits, you release us from any claims or liability related to any Content posted on the Site and from any claims related to the conduct of any other customers of ours or any businesses or non-profits. You hereby waive California Civil Code Section 1542 (if you are a California resident), which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor," and you also waive any similar provision in any other jurisdiction (if you are a resident of such jurisdiction).
General Terms
Nothing in this Agreement creates a partnership, employment relationship or agency. You may not assign this Agreement or your rights and obligations hereunder, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
Disclaimers of Warranty
We provide the Site and Services "as is", "with all faults" and "as available." We and our suppliers and Restaurants make no express warranties or guarantees about the Site, Services or Offers. WE MAKE NO EXPRESS WARRANTIES EXCEPT AS SET FORTH IN THESE TERMS AND CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR MANAGERS, OFFICERS, DIRECTORS, AGENTS, CONTRACTING PARTNERS, AFFILIATES, VENDORS, NON-PROFITS AND MERCHANTS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THAT THE SITE AND SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT SOREWARDING WILL MEET YOUR REQUIREMENTS, IS ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SOREWARDING, INCLUDING ANY SERVICES OR OFFERS, WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE MAKE NO WARRANTIES AS TO PRIVACY AND SECURITY OTHER THAN AS EXPRESSLY STATED IN THE PRIVACY POLICY. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE OR SERVICES AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A SOREWARDING REPRESENTATIVE WILL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this contract cannot change.
Limitations of Liability
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO DISCONTINUE YOUR USE OF SOREWARDING. IN NO EVENT WILL OUR LIABILITY, OR THE LIABILITY OF OUR AFFILIATES, CONTRACTING PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, NON-PROFITS OR THE MERCHANTS, FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SITE AND SERVICES EXCEED $100 AND IS LIMITED THERETO. NEITHER WE, NOR OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS, CONTRACTING PARTNERS, NON-PROFITS OR THE MERCHANTS, WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON, THE SITE AND SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY, AND THE LIABILITY OF OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTING PARTNERS, VENDORS, NON-PROFITS AND THE MERCHANTS IN SUCH JURISDICTION WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
SoRewarding provides a comprehensive platform for Non-profits to communicate with donors, potential donors and other users of SoRewarding.com and to accrue donations. By using SoRewarding, you represent and warrant that (a) all information contained in your profile is truthful and accurate, and that you will maintain the accuracy of such information, (b) your use of SoRewarding does not violate any applicable laws.
In order to be eligible to receive donations from SoRewarding, your Organization must be classified and registered with as a 501(c)3 with the IRS and be able to provide proof of this standing to SoRewarding.
Under this agreement, SoRewarding will make donations to your Organization based on revenue generated by actions of Users of SoRewarding on SoRewarding.com and at SoRewarding Crew Events held to raise funds for your Organization. A breakdown of donation amounts, activities that generate donations, and donation distribution schedule can be found below:
You agree to give SoRewarding permission to use your logo in the promotion of SoRewarding Crew Events. If you have a problem with any of the promotional materials for your SoRewarding Crew Event, you agree to let SoRewarding know three weeks in advance of the date of the SoRewarding Crew Event for your Organization.
You agree to the terms and conditions contained within the website. You will make sure all of your information on SoRewarding.com is correct and up to date. You agree to the guidelines put in place for having a SoRewarding Crew Event.
You may terminate or suspend your use of SoRewarding at any time, for any reason. SoRewarding shall be responsible for the distribution of any funds remaining in your account at the time of termination of your account. SoRewarding reserves the right to share your information with our affiliates and other authorized third parties who perform functions on our behalf, such as processing credit card payments.
SoRewarding provides its services (referred to as "FundRaisers" or "The SoRewarding Fundraiser Feature" in section 21 of this Agreement), to you subject to the following Terms of Service (TOS) of section 21 ("Terms and Conditions for The SoRewarding Fundraiser Feature"), which may be updated by us from time to time without notice to you. In addition, when using the SoRewarding Fundraisers feature, you and SoRewarding shall be subject to any guidelines or rules applicable that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.
You will not hold SoRewarding responsible for others' content, actions or inactions. You acknowledge that we have no control over and do not guarantee the quality, safety or legality of organizations promoted, the truth or accuracy of content, listings, or ability to perform the stated objective.
DESCRIPTION OF SoRewarding FUNDRAISER FEATURE
The SoRewarding Fundraiser Feature is a simple, easy-to-use fundraising and payment management application. It can connect to Facebook, Twitter and other social network channels. Members are able to see the fees they owe, make payments, get receipts and track their payment history.
Administrators have access to additional tools for their Organization to create, distribute and track fees, sell tickets, create fundraising campaigns, accept donations, monitor money collection progress, review reports, set up and manage accounts and modify the Organizations settings.
Payments are all transacted through Authorize.Net. As used herein, "Member" is a person that pays fees, "Administrator" is responsible for setting up and managing an Organization to collect money from members or supporters and handle the funds, "Organization" can be an individual, a group, team, club, charity, company or campaign, "Supporter" is any individual or company that contributes money to an Organization and User may be a Member, Administrator, Organization and/or Supporter.
PAYMENT PROCESSING INFORMATION All Member payments and Supporter contributions with Fundraisers are processed by Authorize.Net.
FEE SCHEDULE
SoRewarding uses Authorize.Net to collect money from Supporters. SoRewarding then either sends a check to the address entered on the Create a Fundraiser form, the address entered on the benefiting business page, or the address entered on the benefiting non-profit page. SoRewarding may also use Authorize.Net to transfer the money directly to the bank account of the Recipient. For the provision of this service, SoRewarding charges the Recipient a fee which is deducted from the total amount raised for Recipient prior to the funds being sent to the Recipient. Take advantage of one of the lowest fees for payment processing in the industry.
REFUND POLICY
As SoRewarding is a payment facilitator via Authorize.Net, Members and Supporters MUST request any and all refunds directly from the creator of the Fundraiser. The Recipient may or may not decide to refund the 7% SoRewarding Fundraiser processing and transaction fee they were charged.
SoRewarding does not grant refunds for the SoRewarding Fundraiser processing and transaction fee.
FURTHER SERVICE UNDERSTANDINGS
Unless explicitly stated otherwise, any new features that augment or enhance the SoRewarding Fundraiser feature, shall be subject to the TOS. You understand and agree that the SoRewarding Fundraiser feature is provided AS-IS and that SoRewarding assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any communications or personalization settings.
RAISING FUNDS ON BEHALF OF OTHER ORGANIZATIONS From time to time, Users desire to raise money on behalf of non-profit, business or political Organizations. To comply with federal, state and local laws, the User must provide SoRewarding with proof that the Organization has clearly authorized the User to act on its behalf, unless the funds are to be sent directly to a registered Sorewarding business or a registered SoRewarding nonprofit. To apply to accept funds on behalf of another Organization, the User must submit by email, fax, or regular mail to Sorewarding a Letter of Subordination on letterhead from the Organization and signed by an authorized Officer of that Organization that expressly grants the User the right to fundraise on behalf of the Organization. Copies of the documents should be sent to: contact@SoRewarding.com or faxed to 303-339-3709.
PROHIBITED ACTIVITIES
In addition to the activities listed in the Conduct section below, Organizations are specifically prohibited from activities that violate the SoRewarding Terms and Conditions and the Facebook Terms of Service. Organizations are also not allowed to act in any way that violates national, regional and local laws related to online commerce. In particular, by example and not limiting the definition in any way, Organizations cannot run online contests, lotteries, raffles, pyramid schemes, gambling activities or any other form of prohibited financial activity using SoRewarding.
SET UP OBLIGATIONS
In consideration of your use of the SoRewarding Fundraiser feature, you agree to: (a) provide true, accurate, current and complete information about yourself or Organization as prompted during the set up and later administration processes (such information being the Create a Fundraiser form) and (b) maintain and promptly update the Fundraiser to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or SoRewarding has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, CPSI has the right to suspend or terminate your use of SoRewarding and refuse any and all current or future use of SoRewarding (or any portion thereof). SoRewarding is concerned about the safety and privacy of all its Users, particularly children. For this reason, you must meet or exceed the minimum age requirement to register for a SoRewarding account.
SECURITY
By using your Facebook account you can create an account on SoRewarding. You are responsible for maintaining the confidentiality of your Facebook account, and are fully responsible for all activities that occur in your Facebook account as it relates to SoRewarding. You agree to immediately notify SoRewarding of any unauthorized use of your Facebook account or any other breach of security as it relates to SoRewarding Fundraiser feature. SoRewarding cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
CONDUCT
In using the SoRewarding Fundraiser feature, you understand that you are liable for all information, in whatever form, (Information) you make available to SoRewarding users. You agree not to use SoRewarding to:
You acknowledge that SoRewarding does not pre-screen any Content working in coordination with SoRewarding, but that SoRewarding and its designees shall have the right (but not the obligation) in their sole discretion to rescind use of SoRewarding. You acknowledge and agree that SoRewarding may preserve Information and may also disclose Information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Information violates the rights of third-parties; or (d) protect the rights, property, or personal safety of SoRewarding, its Users and/or the public. You understand that the technical processing and transmission of the SoRewarding Fundraiser feature, including your Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Information. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.
International Users are also advised that cross-border payment incur additional costs to SoRewarding. These costs may incur additional fees on all transactions to each individual campaign for that Organization that is authorized to accept cross-border payments.
INDEMNITY
You agree to indemnify and hold SoRewarding, and its subsidiaries, affiliates, officers, directors, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Information you submit, post, transmit or make available through the SoRewarding Fundraiser feature, your use of the SoRewarding Fundraiser feature, your connection to SoRewarding, your violation of the TOS, or your violation of any rights of another.
NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of SoRewarding, use of SoRewarding, or access to SoRewarding, other than as provided within the scope of SoRewarding.
MODIFICATIONS TO SERVICE
SoRewarding reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the SoRewarding Fundraiser feature (or any part thereof) with or without notice. SoRewarding will not be responsible to you for refund, in whole or part, of convenience fees for any reason. You agree that SoRewarding shall not be liable to you or to any third party for any modification, suspension or discontinuance of the SoRewarding Fundraiser feature.
TERMINATION
You agree that SoRewarding, in its sole discretion, may terminate your use of the SoRewarding Fundraiser feature, and remove and discard any Information within SoRewarding, for any reason, including, without limitation, for lack of use, failure to timely pay any convenience fees or other monies due SoRewarding, or if SoRewarding believes that you have violated or acted inconsistently with the letter or spirit of the TOS. SoRewarding may also in its sole discretion and at any time discontinue providing The SoRewarding Fundraiser feature, or any part thereof, with or without notice. You agree that any termination of your access to the SoRewarding Fundraiser feature under any provision of this TOS may be effected without prior notice, and acknowledge and agree that SoRewarding may immediately deactivate or delete your Information and/or bar any further access to such files in the SoRewarding Fundraiser feature. Further, you agree that SoRewarding shall not be liable to you or any third-party for any termination of your access to the SoRewarding Fundraiser feature.
LINKS SoRewarding may provide, or third parties may provide, links to other World Wide Web sites or resources. Because SoRewarding has no control over such sites and resources, you acknowledge and agree that SoRewarding is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that SoRewarding shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
PUBLISHING AND COMMUNICATIONS
By publishing their campaign, customers agree to their campaign images, videos, text or excerpts being made available for discovery in our SoRewarding search feature as well as their appearance in SoRewarding communications or promotions.
SoRewarding's PROPRIETARY RIGHTS
You acknowledge and agree that the SoRewarding Fundraiser feature and any necessary software (Software) used in connection with the SoRewarding Fundraiser feature contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the SoRewarding Fundraiser feature is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by SoRewarding, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the SoRewarding Fundraiser feature or the Software, in whole or in part. SoRewarding grants you a non-transferable and non-exclusive right and license to use the object code of its Software; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the SoRewarding Fundraiser feature. You agree not to access the SoRewarding Fundraiser feature by any means other than through the interface that is provided by SoRewarding for use in accessing the SoRewarding Fundraiser feature.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SoRewarding SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SoRewarding HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SoRewarding FUNDRAISER FEATURE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SoRewarding FUNDRAISER FEATURE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SoRewarding FUNDRAISER FEATURE; OR (v) ANY OTHER MATTER RELATING TO THE SoRewarding FUNDRAISER FEATURE.
EXCLUSIONS AND LIMITATIONS
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS OF THE TOS SECTIONS MAY NOT APPLY TO YOU.
REGARDLESS OF THE PREVIOUS PARAGRAPH, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF (A) THE TOTAL CONVENIENCE FEES YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (B) $100.
RELEASE
IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
NOTICE
Notices to you may be made via either email or regular mail. SoRewarding may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on SoRewarding. Our mailing address is: SoRewarding, 1660 S. Albion Street, Suite 207, Denver, CO 80222
ACCEPTANCE OF TERMS FOR NON EVENT CREATORS
Overview: The following terms and conditions (this "TOS") govern all use by you as a Buyer (as defined below) or other Non Event Creator (as defined below) user or visitor of (a) the SoRewarding, Inc. websites and domains (including all webpages, subdomains and subparts therein contained, the "Site"), (b) any and all services available on or through the Site or otherwise provided by SoRewarding, Inc. ("SoRewarding") in connection with events listed on the Site, and (c) all Software (as defined below) (collectively, the "Services"). The Services are owned and operated by SOREWARDING. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by SOREWARDING. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY SOREWARDING. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
Modification: SoRewarding reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
Language: We may translate this Terms of Service, our Privacy Policy or any other operating rules, policies and procedures that may be published from time to time on the Site into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.
DESCRIPTION OF SOREWARDING's Events & Ticketing feature
The SoRewarding Event and Ticketing Feature provides a simple and quick means for registered users who are event organizers and planners ("Event Creators") to collect payments with respect to the sale of tickets/registrations, merchandise and services for, and the solicitation of donations with respect to, events registered on the Site from users who want to attend such events ("Buyers" or "you"). Event Creators may visit the Site, fill out a form about their event, including pricing, location, inventory, etc., and collect event registration fees online directly from Buyers. Payments are all transacted through Authorize.net or other third party payment service methods (collectively, "Facilitated Payment Modes" or "FPM") or the SoRewarding payment processing gateway (the "Gateway"). This applies to you and your use of SoRewarding as a Buyer and/or other non-Event Creator user or visitor of the Services ("non-Event Creator" or "you").
YOUR USE OF THE SERVICES
The Services: SoRewarding hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes of browsing the Site, and searching for, viewing, registering for, and interacting with, an event that is registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes; (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; (v) engage in any activity that interferes with or disrupts the Services; or (vi) engage in any fraudulent activity or activity that facilitates fraud.
Software: If you are allowed to download or use any Software in connection with the Services, SoRewarding hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by SoRewarding in conjunction with the Software. For purposes of this TOS, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by SoRewarding, including without limitation SoRewarding's mobile applications. For clarity, the Software will be deemed a part of the "Services" hereunder.
The Software and the transmission of applicable data is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.
The Software and related documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this Agreement.
PAYMENT
Independent Relationship of FPMs: When using a FPM, Organizers and Buyers effect the applicable monetary payment transaction through the FPM service, and are bound by the applicable terms of use governing the FPM service.
Refunds: It is the responsibility of the Event Creator to communicate its refund policy to Buyers and to issue refunds to Buyers via the Site or otherwise. If a Buyer desires to request a refund, Buyer must request the refund from the Event Creator . All communications or disputes regarding refunds are between the Event Creator and Buyer and SoRewarding will not be responsible or liable in any way for refunds, errors in issuing refunds, or lack of refunds in connection with the Services. All communications and disputes regarding chargebacks and refunds are between the Event Creator and Buyer and SoRewarding will not be responsible or liable in any way for chargebacks in connection with a Buyer's use of the Services. If you are a Buyer and you wish to request a refund in connection with an event listed on the Services, you should contact the applicable Event Creator directly.
YOUR REGISTRATION OBLIGATIONS.
To be a registered user of the Services, whether as a Buyer or other Non-Event Creator, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or SoRewarding has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SoRewarding has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). SoRewarding is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the terms of use of any FPM service provider or other third party service provider, you must be at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, to register for an account.
CONTENT
Site Content: You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by SoRewarding in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. SoRewarding may own the Site Content or portions of the Site Content may be made available to SoRewarding through arrangements with third parties. Except as expressly authorized by SoRewarding in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of SoRewarding. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
Your Content: You acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to SoRewarding a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. SoRewarding reserves the right to remove any of Your Content from the Site at any time if SoRewarding believes in its sole discretion that it does not comply with this TOS. In addition, you agree that SoRewarding may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of SoRewarding both on the Site and in marketing and promotional materials.
DMCA: The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Services should be sent to:
SoRewarding
1660 S Albion St.
Suite 207
Denver, CO 80222
Telephone: (303) 339-3713
Fax: (303) 339-3709
By Email: contact@SoRewarding.com
Certain Remedial Rights: Whether you are using the Services as a Buyer or other non- Event Creator, you acknowledge that SoRewarding does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that SoRewarding and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that SoRewarding may preserve Your Content and may also disclose Your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of SoRewarding, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the United States or the country in which you reside.
In addition, the Services are subject to United States export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security's Denied Persons List. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.
INDEMNITY
You agree to defend, indemnify and hold SoRewarding, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: your Content; the events listed on the Service; your use of, contribution to or connection with the Service; your violation of this TOS; and/or your violation of any rights of another. SoRewarding shall provide notice to you of any such Claim, provided that the failure or delay by SoRewarding in providing such notice shall not limit your obligations hereunder. SoRewarding reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting SoRewarding's defense of such matter.
SERVICE MODIFICATIONS/SUSPENSIONS
SoRewarding reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. You agree that SoRewarding shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
TERMINATION
SoRewarding, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due SoRewarding, or if SoRewarding believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that SoRewarding may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that SoRewarding shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
LINKS
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because SoRewarding has no control over such websites and resources, you acknowledge and agree that SoRewarding is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that SoRewarding shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOREWARDING HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SOREWARDING MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU, OR EVENTS ATTENDED, THROUGH THE SERVICES, OR THE SERVICES THEMSELVES (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. SOREWARDING IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON EVENT-CREATOR, EVENT CREATOR OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND SOREWARDING WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT SOREWARDING HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING BUYERS', OTHER NON EVENT CREATORS' AND EVENT CREATORS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS, NON EVENT CREATORS AND EVENT CREATORS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Buyers, other non-Event Creators, Event Creators and/or third parties in connection with the Site or any Services to SOREWARDING. SOREWARDING, in its sole discretion, may investigate the claim and take necessary action.
LIMITATION OF LIABILITY
SOREWARDING SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SOREWARDING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US $100.00 IN THE AGGREGATE FOR ALL CLAIMS WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND SOREWARDING'S REASONABLE CONTROL. SOREWARDING SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. IN ADDITION, SOREWARDING IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY FPM SERVICE), AND SOREWARDING HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
RELEASE
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE SoRewarding, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZERS, BUYERS, AND OTHER NON-ORGANIZERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR ANY EVENTS LISTED THEREON.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
ACCEPTANCE OF TERMS FOR EVENT CREATORS
Overview: The following terms and conditions (this "TOS") govern all use by you as an Event Creator (as defined below) of (a) the SoRewarding websites and domains (including all webpages, subdomains and subparts therein contained, the "Site"), (b) any and all services available on or through the Site or otherwise provided by SoRewarding ("SoRewarding") for your events, and (c) all Software (as defined below) (collectively, the "Services"). The Services are owned and operated by SoRewarding. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by SoRewarding. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY SOREWARDING. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES. THIS TOS MAY ONLY BE MODIFIED (I) ON AN EVENT BY EVENT BASIS THROUGH A WRITTEN TICKETING SERVICES AGREEMENT OR WRITTEN ADDENDUM AGREEMENT TO THIS TOS, SIGNED BY YOU AND AN AUTHORIZED OFFICER OF SOREWARDING, OR (II) BY SOREWARDING AS PROVIDED IN SECTION 1.2 BELOW.
Modification: SoRewarding reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
Language: We may translate this Terms of Service, our Privacy Policy or any other operating rules, policies and procedures that may be published from time to time on the Site into other languages for your convenience. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.
DESCRIPTION OF SOREWARDING's Events & Ticketing feature
The SoRewarding Events & Ticketing Feature provides a simple and quick means for registered users who are event creators and planners ("Event Creators" or "you") to collect payments with respect to the sale of tickets/registrations, merchandise and services for, and the solicitation of donations with respect to, events registered on the Site, including Service Fees (as defined below) ("Event Registration Fees"), from users who want to attend such events ("Buyers"). Event Creators may visit the Site, fill out a questionnaire about their event, including pricing, location, inventory, etc., and collect Event Registration Fees online directly from Buyers. Payments are all transacted through Authorize.net or other third party payment service methods (collectively, "Facilitated Payment Modes" or "FPM") or (b) the SoRewarding payment processing gateway (the "Gateway"). This TOS applies to you and your use of the Services as an Event Creator.
YOUR USE OF THE SERVICES
The Services: SoRewarding hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes of creating an event page with respect to, and promoting, managing, tracking, and collecting Event Registration Fees for, an event that you have registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting Event Registration Fees through the Site as an Event Creator in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (v) engage in any activity that interferes with or disrupts the Services.
Software: If you are allowed to download or use any Software in connection with the Services, SoRewarding hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by SoRewarding in conjunction with the Software. For purposes of this TOS, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by SoRewarding, including without limitation SoRewarding's mobile applications (such as the SoRewarding app). For clarity, the Software will be deemed a part of the "Services" hereunder.
The Software and the transmission of applicable data is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.
The Software and related documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this TOS.
PAYMENT METHODS
Overview: Payment processing occurs directly through SoRewarding. SoRewarding will collect all Event Registration Fees on behalf of the Event Creator from Buyers and deduct all applicable Services Fees from the Event Registration Fees collected by SoRewarding, and then pass the remainder along to the Organizer within 20 (20) business days after the event end date for the event to which the Event Registration Fees correspond (either by mailing a check or through an electronic funds transfer, depending on the option the Event Creator has chosen through using the Site, to the address or account, respectively, that the Event Creator accurately designates on the Site), provided that SoRewarding reserves the right to withhold funds (i) at any time as SoRewarding determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. SoRewarding, in its sole discretion, may determine to advance a portion of Event Registration Fees to Event Creator prior to the period set forth above, on such terms and conditions as SoRewarding may establish from time to time. Event Creator agrees that all Event Registration Fees for a given event are earned by Event Creator only following conclusion of the applicable event and all Event Registration Fees ultimately due will be net of all Service Fees, refunds, disputed charges, chargebacks and other deductions, whether due to customer complaints, allegations of fraud, discrepancies related to the applicable event or otherwise. No payments shall be made to an Event Creator from SoRewarding with respect to any event that is cancelled. If payments have already been made by SoRewarding to an Event Creator for a cancelled event, such Event Creator will immediately refund to SoRewarding all such payments upon cancellation of such event. All sales, fees, charges, and funds are payable in U.S. Dollars, or other foreign currencies accepted by SoRewarding. If Event Creator elects to list Event Registration Fees in a foreign currency accepted by SoRewarding, SoRewarding will collect and disperse the funds in the foreign currency selected by Event Creator.
EVENT CREATOR AGREES THAT ANY PAYMENT BY SOREWARDING OF EVENT REGISTRATION FEES PRIOR TO THE TWENTIETH (20TH) BUSINESS DAY AFTER THE END DATE OF THE APPLICABLE EVENT ARE MERELY ADVANCES OF AMOUNTS THAT MAY BECOME DUE TO EVENT CREATOR UNDER THIS TOS AND THAT SOREWARDING MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND EVENT CREATOR SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO SOREWARDING SUCH ADVANCE OR ANY PORTION THEREOF DEMANDED BY SOREWARDING.
Refunds: It is the responsibility of the Event Creator to communicate its refund policy to Buyers and to issue refunds to Buyers via the Site. An Event Creator shall ensure that its refund policy is consistent with the terms of this TOS and the payment and refund mechanics of the Site. The Site permits an Event Creator to issue refunds to Buyers, provided the refund is issued by Event Creator before ninety-six (96) hours after the end date of an event and within six (6) months after the transaction date for the underlying ticket purchase. Refunds issued following such period will not be processed through the Site, unless otherwise agreed to by SOREWARDING in its sole discretion. Subject to the foregoing, refunds issued by an Event Creator will be processed within thirty (30) days after Event Creator instructs the issuance of the refunds via the Site. All communications or disputes regarding refunds are between the Event Creator and Buyer, and SOREWARDING will not be responsible or liable for, and Event Creator hereby agrees to fully indemnify SOREWARDING and its affiliates for, refunds, errors in issuing refunds, or lack of refunds. (ii) Notwithstanding the foregoing, you acknowledge and agree that SOREWARDING shall have the right to force a refund of any or all tickets at any time for any reason or no reason, including without limitation if SOREWARDING receives complaints from a substantial number (as determined by SOREWARDING in its sole discretion) of Buyers with respect to the applicable event or another event held by Event Creator, or SOREWARDING determines in its sole discretion that Event Creator has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Buyer(s) request a refund, whether due to a cancelled event or for any other reason where SOREWARDING would reasonably expect to lose a chargeback, SOREWARDING may, in its sole discretion, issue such refund to such Buyer(s), and Event Creator shall then owe the amount of such refund to SOREWARDING.
Credit Card Chargebacks: Any credit card chargebacks initiated by a Buyer for any reason with respect to an event shall be charged back to the Event Creator of such event. All communications and disputes regarding chargebacks are between the Event Creator and Buyer, and SOREWARDING will not be responsible or liable in any way for, and Event Creator hereby agrees to fully indemnify SOREWARDING and its affiliates for chargebacks issued.
Non-Exclusive Remedies:
(a) Payment.
In the event that Event Creator fails to pay to SOREWARDING any amount owed pursuant to this TOS when due, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (a) ten percent (10%) per annum, and (b) the maximum amount permitted by applicable law. In the event any amounts are owed by Event Creator to SOREWARDING under this TOS or otherwise, SOREWARDING may, without limiting its other rights and remedies, (i) deduct such amounts from Event Creator's outstanding balance, whether for that particular event or for any other event that Event Creator lists through the Services; and/or (ii) send an invoice to Event Creator for such amounts to the extent Event Creator's outstanding balance is insufficient to cover these costs, in which case Event Creator shall pay SOREWARDING such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to SOREWARDING hereunder are not made by Event Creator when due, SOREWARDING reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Event Creator's registration for the Services (including any and all accounts that Event Creator may have) and to cancel all other events listed by Event Creator.
(b) Confirmation.
Upon receipt of a credit card authorization from each individual ticket purchase, SOREWARDING generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by SOREWARDING through the Services, and it is your responsibility to verify the Buyer's membership status, confirmation number and/or any event restrictions prior to the subject event.
(c) Taxes; Withholding.
You are responsible for (and will indemnify SOREWARDING and its affiliates against) all taxes associated with your activities on the Services (excepting taxes based on SOREWARDING'S net income), which amounts may be withheld from payments due to you or invoiced to you. In addition, if in a given calendar year SOREWARDING processes transactions for your account (i) for more than $20,000 in gross sales and (ii) in more than 200 order transactions, SOREWARDING is required to report those transactions to the Internal Revenue Service, along with your name, address and Tax Identification Number. SOREWARDING will contact you during the year for this information if you meet these thresholds.
SOREWARDING reserves the right to withhold the payment of any amounts owed to you hereunder if (i) SOREWARDING suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or (ii) SOREWARDING is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by SOREWARDING).
YOUR REGISTRATION OBLIGATIONS
To be a registered user of the Services as an Event Creator you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or SOREWARDING has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SOREWARDING has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). SOREWARDING is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the terms of use of any FPM service provider or other third party service provider, you must be at least 18 years of age, or the legal age of majority where you reside if that jurisdiction has an older age of majority, to register for an account.
ACCOUNT, PASSWORD AND SECURITY
As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify SOREWARDING of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. SOREWARDING cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that SOREWARDING shall be the sole arbiter of such dispute in its sole discretion and that SOREWARDING'S decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
CONTENT
Site Content: You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by SOREWARDING in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. SOREWARDING may own the Site Content or portions of the Site Content may be made available to SOREWARDING through arrangements with third parties. Except as expressly authorized by SOREWARDING in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of SOREWARDING. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
Your Content: You acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to SOREWARDING a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. SOREWARDING reserves the right to remove any of Your Content from the Site at any time if SOREWARDING believes in its sole discretion that it does not comply with this TOS. In addition, you agree that SOREWARDING may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of SOREWARDING both on the Site and in marketing and promotional materials.
DMCA: The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Services should be sent to:
SoRewarding
1660 S Albion St.
Suite 207
Denver, CO 80222
Telephone: (303) 339-3713
Fax: (303) 339-3709
By Email: contact@SoRewarding.com
Certain Remedial Rights: You acknowledge that SOREWARDING does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that SOREWARDING and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that SOREWARDING may preserve your Content and may also disclose your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of SOREWARDING, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
SUB-DOMAINS
SOREWARDING may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].SoRewarding.com). All such sub-domains are the sole property of SOREWARDING. In the event SOREWARDING provides you with a sub-domain, your right to use such sub-domain may be terminated by SOREWARDING at any time (with or without notice) for any reason or no reason.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the United States or the country in which you reside.
In addition, the Services are subject to United States export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security's Denied Persons List. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.
ADDITIONAL SERVICES
SOREWARDING may, upon request, and for such fees as SOREWARDING may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to this TOS and/or other written agreement between you and an authorized officer of SOREWARDING, and shall set forth the Service Fees and the other terms and conditions relating to such additional services.
INDEMNITY
You agree to defend, indemnify and hold SOREWARDING, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your event(s); and/or your violation of this TOS. SOREWARDING shall provide notice to you of any such Claim, provided that the failure or delay by SOREWARDING in providing such notice shall not limit your obligations hereunder. SOREWARDING reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting SOREWARDINGs defense of such matter.
SERVICE MODIFICATIONS/SUSPENSIONS
SOREWARDING reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. SOREWARDING will not be responsible to you for a refund, in whole or part, of Service Fees for any reason, except for Service Fees (excluding other third party service providers used by SOREWARDING in connection with providing the Services) related to refunds issued to Buyers. You agree that SOREWARDING shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
TERMINATION
SOREWARDING, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due SOREWARDING, or if SOREWARDING believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that SOREWARDING may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that SOREWARDING shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
LINKS
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because SOREWARDING has no control over such websites and resources, you acknowledge and agree that SOREWARDING is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that SOREWARDING shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SOREWARDING HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. SOREWARDING MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. SOREWARDING IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON EVENT CREATOR, EVENT CREATOR OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND SOREWARDING WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT SOREWARDING HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING BUYERS', OTHER NON EVENT CREATORS' AND EVENT CREATORS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS AND EVENT CREATORS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, SOREWARDING IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND SOREWARDING HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Buyers, other non Event Creators, Event Creators and/or third parties in connection with the Site or any Services to SOREWARDING. SOREWARDING, in its sole discretion, may investigate the claim and take necessary action.
LIMITATION OF LIABILITY
SOREWARDING SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SOREWARDING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN EVENT CREATOR WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND SOREWARDING'S REASONABLE CONTROL. SOREWARDING SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
RELEASE
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE SOREWARDING, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER EVENT CREATORS, BUYERS, AND OTHER NON EVENT CREATORS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR EVENT.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
PRIVACY
All information provided by you or collected by SOREWARDING in connection with the Services is governed by SOREWARDING's Privacy Policy, a copy of which is located at http://www.SoRewarding.com/privacy, which is hereby incorporated by reference into this TOS. SOREWARDING strongly recommends that you review the Privacy Policy closely. In particular, Event Creators should note that SoRewarding may use information it receives or collects regarding Buyers in accordance with the terms of its Privacy Policy, which may include use for marketing or promotion of other events or services that may be of interest to such Buyers. Further, any information submitted or provided by you to the Services may be publicly accessible. You should take care to protect private information or information that is important to you. SOREWARDING shall not be responsible for protecting any such information and is not liable for the protection of privacy of electronic mail or other information transferred through the Internet or any other network that you may use. Please be aware that if you decide to disclose personally identifiable information on the Services, this information may become public. SOREWARDING does not control and shall not be responsible for the acts of you or any other users (whether Event Creators, Buyers, other non Event Creators or otherwise) of the Services.
NOTICE
Notices to you may be made via either email or regular mail to the address in SOREWARDING's records. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address at:
SoRewarding
1660 S Albion St.
Suite 207
Denver, CO 80222
TRADEMARK INFORMATION The trademarks, service marks, and logos of SOREWARDING (the "SOREWARDING Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of SOREWARDING. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks", and, collectively with SOREWARDING Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of SOREWARDING specific for each such use. The Trademarks may not be used to disparage SOREWARDING, any third party or SOREWARDING's or third party's products or services, or in any manner (in SOREWARDING's sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless SOREWARDING approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any SOREWARDING Trademark shall inure to SOREWARDING's benefit.
GENERAL
Entire Agreement: This TOS constitutes the entire agreement between you and SOREWARDING and governs your use of the Services as an Event Creator, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and SOREWARDING on the subject matter hereof, other than any written SOREWARDING Addendum Agreement between you and an authorized officer of SOREWARDING relating to a specified event or events. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content or third party software or the Services in a manner other than as governed by this TOS.
Choice of Law: This TOS and the provision of the Services to you are governed by the laws of the state of Colorado, U.S.A., as such laws are applied to agreements entered into and to be performed entirely within Colorado by Colorado residents.
Arbitration: Any controversy or claim arising out of or relating to this TOS or the provision of the Services shall be exclusively settled by binding arbitration in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Services, Inc. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Denver, Colorado, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and SOREWARDING agree to submit to the personal jurisdiction of the courts located within the city and county of Denver, Colorado. Either you or SOREWARDING may seek any interim or preliminary relief from a court of competent jurisdiction in Denver, Colorado, necessary to protect the rights or property of you or SOREWARDING (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
Waiver; Invalid Provisions: The failure or delay of SOREWARDING to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.
Time to File Claim: You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
Titles: The section titles in this TOS are for convenience only and have no legal or contractual effect.
Violations: Please report any violations of this TOS by email to contact@SoRewarding.com.
Software available in connection with the SoRewarding™ Services (the "Software") is further subject to the United States export controls. No Software may be downloaded from the SoRewarding™ Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading and using the Software is at your own risk.
Please contact us with any questions regarding this Agreement.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
[1] SoRewarding is a trademark of SoRewarding, LLC and is used under license by SoRewarding, LLC. All Rights Reserved.