U, Incorporated, ("U, Inc.") will provide the party agreeing to these terms of service ("Customer") with codes and access to the online event registration software ("UEvent"), as well as any other required systems or services related to Customer's events and registration management for those events. UEvent is intended for Customer's events and business use only, and may not be resold or used in any other way without express written consent from U, Inc. U, Inc. shall not sell, transfer or otherwise distribute to any third party any data related to Customer or data collected on those persons, organizations, or groups that register for Customer's events ("Registrants"), unless legally required to do so or pursuant to a governmental request.
1. Customer agrees to pay all standard charges for the use of UEvent, as shown at http://www.uevent.com/terms_of_service/ unless an alternative written fee structure is agreed upon between U, Inc. and Customer, which shall then take precedence.
2. When registration monies collected through the UEvent online credit card payment system are sufficient to cover the fees payable by Customer to U, Inc., all fees shall be automatically subtracted from the distribution amount by U, Inc. prior to distribution of the monies owed to Customer. When registration monies collected through the UEvent online payment system are insufficient to cover the fees owed to U, Inc., or no monies were collected through UEvent for an event where monies are transferred from Registrant to Customer, an invoice will be provided to Customer by U, Inc., payable within 30 days of receipt.
3. Customer is responsible for collecting all monies registered and paid by physical check, cash, or other offline transactions.
4. U, Inc. will collect all monies processed by credit card, online check, or other online payment through UEvent, and distribute said monies, less applicable fees and credit card/bank charges, on a bi-weekly basis to Customer for the two-week period preceding the week in which payment is made. Disbursements are made the Friday following the two (2) week period. In the event the Friday in question is a federal holiday, disbursements will be made the next non-holiday business day.
5. All refunds and credits will be arranged between Customer and Customer's Registrants, independent of U, Inc. and the UEvent system. No transaction or other online payment fees shall be refundable by U, Inc. to Customer, irrespective of any refund or credit given by Customer to any Registrant. In the event any credit card, online check, or other online payment through UEvent is charged back to U, Inc., Customer shall promptly reimburse U, Inc. for the full amount of such charge back (including any related processing or other fees).
1. U, Inc. shall have and retain sole ownership of all its intangible legal rights or interests evidenced by or embodied in (a) any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including patents, patent applications, trade secrets and know-how; (b) any work of authorship, regardless of ability to copyright, but including copyrights and any moral rights recognized by law; (c) any trademark, trade name, trade secret, service mark; and (d) any other similar rights, in each case, on a worldwide basis ("Intellectual Property Rights").
2. Customer shall not copy, reverse engineer, disassemble, decompile, translate, or modify UEvent or any other U, Inc. Intellectual Property Rights, or grant any other person or entity the right to do so.
1. Customer hereby represents that all uses of UEvent shall be in accordance with all related international, federal, state, and local laws, rules and regulations. In addition, Customer represents that Customer will only use registrants' information for lawful business use, and will not use UEvent to (i) distribute any junk mail or unsolicited commercial "spamming", (ii) infringe the rights of any other person or entity, including but not limited to the intellectual property, business, contractual or fiduciary rights of such person or entity, (iii) display, upload, sell or otherwise distribute any adult content, obscene or otherwise offensive goods, services, materials or ideas, or any content that promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
2. Customer agrees to: (i) maintain all equipment required for its access to and use of UEvent; (ii) maintain the security and confidentiality of Customer's user name, password and all other confidential information relating to Customer's UEvent account; and (iii) be responsible for all charges, if any, resulting from use of Customer's UEvent account, including any unauthorized use prior to Customer notifying U, Inc. and Customer changing its password.
3. U, Inc. retains sole right and discretion to remove such materials, discontinue Customer's use of UEvent, and/or pursue legal recourse against Customer for any of the above actions.
1. Access to UEvent is provided to Customer on an ongoing basis. Customer may terminate the use of UEvent at any time, with or without cause, upon written or e-mail notice to U, Inc.
2. U, Inc. may immediately terminate Customer access, and refuse subsequent access to UEvent, at any time with or without cause upon written or e-mail notice to Customer.
3. Upon termination of Customer's UEvent account, (i) all licenses and other rights granted under these terms shall become immediately null and void, and (ii) each party's outstanding obligations or commitments to pay amounts then owed to the other party shall be promptly paid or satisfied, and termination shall not relieve the parties of any rights or obligations accruing prior to such termination.
4. Notwithstanding the foregoing, the provisions of Section 6, 7, 8, 10, 11 and 12 shall survive the termination of Customer's UEvent account or the termination of these Terms of Service.
Customer hereby indemnifies and holds U, Inc. and its officers, directors, employees and agents harmless from and against any and all claims, actions, suits, damages, losses, liabilities, obligations, commitments, costs or expenses of any kind or nature incurred by any such person or entity resulting from or relating to: (i) Customer's Registrant(s) seeking a refund, credit, or reimbursement from U, Inc.; (ii) any breach of Customer's representations, warranties, covenants, agreements and obligations hereunder; (iii) any illegal or unauthorized use of UEvent by Customer or any of its representatives; or (iv) any negligence or willful misconduct of Customer or any of its representatives.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, UEvent IS PROVIDED ON AN "AS IS" BASIS. U, INC. DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. U, INC. DOES NOT WARRANT, BUT WILL MAKE COMMERCIALLY REASONABLE EFFORTS TO ENSURE, THAT UEvent OR ANY FUNCTION CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE UEvent WEBSITE OR THE SERVERS THAT MAKE UEvent AVAILABLE ON THE INTERNET ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL U, INC. HAVE ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED BY CUSTOMER OR ANY THIRD PARTY WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF U, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATED TO (A) THE USE OR THE INABILITY TO USE UEvent; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL ON UEvent OR ANY WEBSITE LINKED TO THE UEvent WEBSITE, (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER'S OR ANY REGISTRANT'S TRANSMISSIONS OR DATA; OR (D) ANY OTHER MATTER RELATING TO UEvent OR THESE TERMS OF SERVICE. IN THE EVENT THAT U, INC. IS FOUND LIABLE FOR ANY DAMAGES, U, INC.'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO U, INC. DURING THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD, WHICH BOTH PARTIES AGREE TO BE A REASONABLE LIMITATION.
In the event U, Inc. is unable to perform its obligations hereunder as a result of any contingency which is beyond U, Inc.'s reasonable control (such as any act of God, war, riot, national emergency, terrorist act, general embargo, fire, casualty, equipment failure, flood, earthquake or other similar occurrence, or failure or slow speed of the Internet) (each, a "Force Majeure Event"), U, Inc. shall be excused from its inability to perform its obligations hereunder, but only to the extent and for the duration of the Force Majeure Event in question, and shall resume performance hereunder as soon as reasonably practicable following such an occurrence.
These Terms of Service, together with any exhibits attached hereto and made a part hereof, constitutes the entire agreement between the parties as to the subject matter hereof, and supersedes all prior understandings, letters, agreements, contracts and other documents. The invalidity or unenforceability of any provision of these Terms of Service shall not affect the validity or enforceability of any other provisions of these Terms of Service, all of which shall remain in full force and effect.
These Terms of Service shall be governed by and shall be construed, interpreted and enforced in accordance with the laws of the State of Kansas, without reference to principles of conflicts of law. The parties agree that the sole and exclusive venue for any and all disputes arising hereunder shall be in any court located in Johnson County, Kansas. The parties hereby irrevocably consent to the jurisdiction of the appropriate court in Johnson County, Kansas. The parties irrevocably submit and consent, and irrevocably waive any and all objections which any party may now or hereafter have, to process being served in any such suit, action or proceeding referred to in the preceding subsection pursuant to the rules of the applicable court, including, without limitation, service by certified or registered mail, return receipt requested.
All these Terms of Service shall be binding upon and inure to the benefit of the parties hereto, and their successors, assigns, and legal representatives. U, Inc. may assign these Terms of Service without the express written consent of Customer. Customer may not assign these Terms of Service without the express written consent of U, Inc., which consent shall not be unreasonably withheld.