IMPORTANT: READ THE ENTIRE AGREEMENT.

THIS AGREEMENT APPLIES TO ALL 501(C)(3) AND PENDING 501(C)(3) NONPROFIT ORGANIZATIONS THAT REGISTER TO USE THE STAYCLASSY.ORG WEBSITE.

BY REGISTERING FOR THE STAYCLASSY.ORG WEBSITE YOU SIGNIFY THAT YOU HAVE READ, AND ACCEPT, THE FOLLOWING AGREEMENT. YOU WILL BE CONTRACTUALLY BOUND BY THE TERMS CONTAINED HEREIN.

THIS AGREEMENT, INCLUDING ANY TERMS REFERENCED HEREIN, MAY BE AMENDED FROM TIME TO TIME. CHANGES TO THIS AGREEMENT WILL ONLY APPLY PROSPECTIVELY. A GIVEN AMENDMENT WILL NOT APPLY TO CLAIMS ARISING BEFORE, OR ARISING FROM FACTS OCCURRING BEFORE, THE POINT IN TIME WHEN THAT AMENDMENT WAS PUBLISHED TO THE STAYCLASSY.ORG WEBSITE.

IT IS YOUR RESPONSIBILITY, AND YOUR RESPONSIBILITY ALONE, TO REGULARLY CHECK THE TERMS OF THIS AGREEMENT TO SEE IF REVISIONS HAVE BEEN MADE. THE DATE OF THE LAST AMENDMENT MADE TO THIS AGREEMENT WILL BE POSTED AT THE TOP OF THIS PAGE. YOUR CONTINUING USE OF THE STAYCLASSY.ORG WEBSITE WILL CONSTITUTE YOUR ACCEPTANCE OF ANY CHANGES THAT HAVE BEEN MADE TO THIS AGREEMENT. IF YOU DO NOT WISH TO ACCEPT ANY CHANGES MADE TO THIS AGREEMENT, YOU MAY CANCEL YOUR MEMBERSHIP WITH THE STAYCLASSY.ORG WEBSITE AT ANY TIME.

.............................................................................................................................................
CONTENTS BY SECTION:

· 1. PRELIMINARY
· 2. INTELLECTUAL PROPERTY
· 3. AGENCY RELATIONSHIP
· 4. FINANCIAL TRANSACTIONS
· 5. EVENTS
· 6. ALLOCATION OF RISK
· 7. GENERAL
.............................................................................................................................................

1. PRELIMINARY

Parties - This is an Agreement by and between StayClassy Productions Incorporated ("StayClassy"), a California corporation, and you, the 501(c)(3) nonprofit organization or organization with 501(c)(3) application pending, seeking access to, and use of, the member-restricted portions of the stayclassy.org website (the "Organization").

Organization - By registering or using the member-restricted portions of the stayclassy.org website, or any subdomains thereof, (collectively the "Website") the individual entering into this Agreement on behalf of the Organization ("Agent") represents and warrants that (1) Agent is age eighteen or older and has legal authority to enter into this contract on behalf of the Organization (2) Organization is a legally recognized tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code or, Organization currently has an application for 501(c)(3) status pending, and (3) Organization's decision to enter into this Agreement and use the Website does not violate any applicable law.

Consideration -StayClassy grants the Organization a nonexclusive, nontransferable, nonsublicensable, revocable, limited-license to access and use (but not to copy, reproduce, alter, publicly display, or profit from in any way other than as expressly laid out herein) the member-restricted portions of the Website (those portions of the Website not accessible without a membership). StayClassy further agrees to act as the Organization's agent for the limited purpose of collecting donations on behalf of the Organization and remitting such donations to the Organization's PayPal account, less StayClassy's customary fees (See more below in Section 3). In exchange for the grant of this limited-license and the provision of donation transfer services by StayClassy, the Organization agrees to abide by, and be legally bound by, all the terms and conditions contained in this Agreement.

Scope of Agreement - Once entered into, this Agreement will supplant the Visitor Agreement in its entirety and will apply to the Organization's use of both the public and member-restricted portions of the Website.

Term of Agreement - The term of this Agreement is unfixed. Either the Organization or StayClassy may terminate this Agreement at will by canceling the Organization's membership.

Notice of Changes to this Agreement- StayClassy reserves the right to amend, modify, or change the terms of this Agreement from time to time. As detailed above, such changes will only apply prospectively. Organization acknowledges, understands, and agrees that notice of any changes made to this Agreement shall be given solely by way of publication of the "Date of Last Amendment" at the top of this page.

Account Password and Security -At registration the Organization is required to create a username and password. Safeguarding the privacy of this password is the sole responsibility of the Organization. The Organization is responsible for all activity occurring on the Organization's account whether or not such activity has been expressly authorized by the Organization. Organization agrees to logout of Organization's account at the end of each session on the Website. Additionally the Organization agrees to immediately notify StayClassy (info@stayclassy.org) if the Organization in any way suspects that the security of the Organization's password or account has been compromised.

Privacy - Organization agrees to the StayClassy Privacy Policy, which may be viewed by clicking here. Organization agrees that it bears sole responsibility for communicating its own reasonable privacy policy to donors and ticket purchasers and for using such parties information in manner consistent with such policy.

Standards of Conduct - Organization agrees to the StayClassy Standards of Conduct, which may be viewed byclicking here

2. INTELLECTUAL PROPERTY

StayClassy's Intellectual Property - Notwithstanding the above-granted limited license, the Organization understands that all web content, graphics, software and the like that Organization gains access to on the Website remain the sole property of StayClassy. The Organization acknowledges that it has no right, title, or interest in StayClassy's intellectual property. All goodwill accruing from the use of StayClassy's intellectual property shall inure to the benefit of StayClassy alone.

Organization's Intellectual Property - By posting, transmitting, or uploading content to the Website Organization grants StayClassy a non-exclusive, worldwide, transferrable, irrevocable, royalty-free, license, to reproduce, publicly display, publicly perform, publish, store, transmit and modify (create derivative works from) such content for use in connection with the operation of the Website; such use may include the display or reproduction of the Organization's content by StayClassy affiliates or partners. By posting, transmitting, or uploading content to the Website, Organization represents and warrants that Organization has legal authority to grant the above-described license to StayClassy.

3. AGENCY RELATIONSHIP

General Parameters of Agency Relationship - The Organization wants StayClassy, as its agent, to assist the Organization by accepting donations for and on behalf of the Organization through a PayPal account administered by StayClassy. StayClassy, as the agent of the Organization, desires to assist the Organization with its donation processing needs, in accordance with the terms of this Agreement.

Appointment of Agent -

Scope of Agency Relationship - Organization and StayClassy agree that StayClassy shall be the agent of Organization ONLY for the limited purpose of collecting, holding, and remitting donations, on behalf of the Organization and in connection the with operation of the Website. All other matters contemplated by this Agreement fall outside the scope of this agency relationship and are binding solely by reason of the contractual nature of this Agreement.

Right to Notice - StayClassy will not engage in solicitation on behalf of the Organization, nor will StayClassy act as a professional consultant to the Organization. Nothing contained in this Agreement should be construed as creating such a relationship. In view of the foregoing, the Organization agrees that StayClassy shall not be included in any report required by any state law which mandates the disclosure of Organization's relationships with professional solicitors or fundraising consultants (or their substantial equivalents, regardless of the precise terminology used in each state). If the Organization intends to include StayClassy in such a report, the Organization will provide StayClassy with one month's advance notice and allow StayClassy the opportunity to respond directly to those in charge of the Organization's compliance/reporting obligations.

Right to Control - StayClassy recognizes that Organization has the right to control StayClassy's performance of duties falling within the scope of the agency relationship. In the absence of explicit instructions to the contrary, and as a default, Organization and StayClassy agree that StayClassy shall remit donations to the Organization's PayPal account on the first and sixteenth of each calendar month. If the Organization wishes to exercise its right to control the manner of StayClassy's performance, then Organization may do so only by delivering or causing to be delivered a written notice to StayClassy at 533 F Street, Suite 300, San Diego, CA 92101 in person, by certified mail return receipt requested (USPS), or by overnight mail by way of a nationally recognized overnight courier service.

Title to the Donations - The parties agree and acknowledge that the Organization is equitable owner of all donations made on its behalf, less that portion of the donations which is applied to cover StayClassy's customary fees for use of the software provided through the Website. StayClassy agrees that donations accepted on behalf of the Organization will be segregated from StayClassy's general business funds.

Remittance and Reporting - StayClassy shall periodically remit donations to the Organization (see above) together with a schedule reflecting the name and address of each donor, the amount of each donation, the amount of StayClassy's fees with respect to each donation, and the net amount of each donation being remitted to the Organization. The Organization is responsible for sending the donation substantiation to each donor.

PayPal Account - In order to receive donations, the Organization MUST setup a PayPal account. Organization expressly acknowledges this fact, and agrees to setup an account with PayPal if it has not done so already.

4. FINANCIAL TRANSACTIONS

Donation and Ticketing Fees - StayClassy will charge the Organization a fee for donations made to the Organization, or for tickets purchased through the Website for events hosted or authorized by the Organization. The fees are as follows:

Individual ticket sale or donation totaling $5.00 or less:

$0.50

Individual ticket sale or donation totaling more that $5.00:

5.5% of the donation/ticket amount, and

An additional 1% added on for international donations or donations made with an American Express card

Note:

The 5.5% fee includes a 3% StayClassy fee and a 2.5% fee to cover standard credit card processing costs. For tickets, fees are applied to each ticket individually even if several tickets are purchased in the same transaction. ↑ Back to Top ↑

Chargebacks/Reversals - When the Organization receives a payment, Organization is liable to StayClassy for the full amount of the payment plus any chargeback fee StayClassy may incur if the transaction is later invalidated for any reason. Organization agrees to allow StayClassy to recover any amounts owed to StayClassy by debiting from the balance in Organization's account. Organization agrees that StayClassy shall have the right to require Organization to maintain a certain reserve balance in its account to protect against such liabilities. If insisted upon, the amount and duration of such reserve requirement will be reasonably determined by StayClassy. If there are insufficient funds in Organization's account to cover the outstanding liability, Organization agree to reimburse StayClassy through other means. StayClassy, generally tries to resolve chargeback issues as they arise by contacting the consumer disputing the transaction; ultimately, however, it is the credit card issuer that will determine how the chargeback is resolved. ↑ Back to Top ↑

5. Events

Event Liability - The Organization agrees that StayClassy shall have no responsibility for events advertised on the Website, including events hosted or authorized by the Organization. All responsibility for a given event, including its administration, rests with the party planning, and hosting, the event. THE ORGANIZATION ASSUMES SOLE RESPONSIBILITY FOR EVENTS APPEARING ON THE WEBSITE THAT ARE HOSTED OR AUTHORIZED BY THE ORGANIZATION. THE ORGANIZATION EXPRESSLY RELEASES STAYCLASSY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND ALL OTHER BUSINESS COLLABORATORS (THE "RELEASEES") FROM ANY AND ALL LIABILITY, LOSSES, DAMAGES, CLAIMS AND EXPENSES, WHICH MAY ARISE FROM, OR RELATE TO, (i) EVENTS HOSTED OR AUTHORIZED BY ORGANIZATION, OR (ii) ANY OTHER EVENTS ADVERTISED THROUGH THE WEBSITE. The Organization agrees to indemnify the Releasees and hold them harmless against any third party claims (including attorney's fees), of any kind, which may arise from, or relate to, events hosted or authorized by the Organization through the Website.

Supporter Events - The Organization may have the opportunity to authorize the display of events hosted by third party supporters on the Website. The decision to allow a given supporter to host an event on the Organization's behalf, and all particulars related to the event, including but not limited to, ticket revenue distribution, use of the Organization's marks, and liability insurance for the event, are the sole responsibility of the Organization and the third party host. Organization agrees that it will be jointly and severally liable (along with the person hosting the event) for any chargebacks, PayPal chargeback fees, invalidated transactions, or refunds arising out of supporter-hosted events. Organization understands that ticket/registration proceeds and donations arising out of supporter-hosted events may be held, in whole or in part, by StayClassy, in its sole discretion, for a period of up to 90 days from the completion of the event in order to guard against the risk of chargebacks, transaction reversals, refunds and other liabilities. Organization also agrees that StayClassy shall have the right to require Organization to maintain a certain reserve balance in its account to protect against such liabilities. If insisted upon, the amount and duration of such reserve requirement will be reasonably determined by StayClassy. ↑ Back to Top ↑

Others' Events - For events hosted by other parties, Organization agrees to pursue any and all claims related to the inadequacy of an event, including an event's complete non-occurrence, against the party responsible for hosting the event and not against StayClassy itself. StayClassy neither warrants nor represents anything at all about the persons, or other parties, that may choose to advertise events through the Website, including such persons', or parties', ability to complete a given transaction. Likewise, StayClassy neither warrants nor represents anything about the administration, quality, legality, or safety of events advertised through the Website. ↑ Back to Top ↑

Ticket Sale Refunds - It is the sole responsibility of the host of a given event to communicate a refund policy to ticket purchasers. It is also the sole responsibility of the event host to address and settle any consumer requests for ticket sale refunds. To the extent Organization either hosts or authorizes any events advertised through the Website, Organization expressly agrees to indemnify StayClassy against any and all third party claims brought for reimbursement of funds for ticket sales.↑ Back to Top ↑

6. ALLOCATION OF RISK

Indemnification - The Organization agrees to indemnify and hold harmless StayClassy, its successors or assigns, and all StayClassy's officers, directors, employees, agents, independent contractors, and all other business collaborators for all damages or costs (including attorney's fees) from third party claims arising out of, or relating to, the Organization's breach of this Agreement.
↑ Back to Top ↑

Waiver of Warranties - StayClassy disclaims all warranties, express or implied, concerning the Website to the fullest extent allowed by law (which may vary by jurisdiction). This waiver includes, but is not limited to, all warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of information. StayClassy makes no warranty about the safety or security of the Website, and the Organization accepts all risk related to technological threats. StayClassy makes no warranties concerning continuity of service; interruptions of indeterminable length may occur for any number of reasons and Organization assumes all risk attendant with such interruptions. StayClassy only offers the Website "AS IS" and "WITH ALL FAULTS." ↑ Back to Top ↑

Liability Release - In exchange for access to and use of the member-restricted portions of the Website, the Organization agrees to release StayClassy, its officers, directors, employees, agents, independent contractors, and other business collaborators (the "Releasees") from ALL LIABILITY, DAMAGES (INCLUDING DEATH OR PERSONAL INJURY), LOSSES, EXPENSES, OR CLAIMS OF ANY KIND, WHICH MAY ARISE FROM THE ORGANIZATION'S USE OF THE WEBSITE, OR THE ORGANIZATION'S INTERACTION, OF ANY TYPE OR DEGREE, WITH THIRD PARTIES APPEARING ON THE WEBSITE. THIS RELEASE WILL APPLY EVEN IF SUCH LIABILITY, DAMAGE, LOSS, EXPENSE, OR CLAIM IS CAUSED BY, OR CONTRIBUTED TO BY, THE NEGLIGENCE OF ONE OR MORE OF THE RELEASEES.

Organization expressly waives all rights Organization may have under California Civil Code � 1542 which states: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."↑ Back to Top ↑

Limitation of Liability - To the extent that Organization may have a claim not covered by the above release, Organization understands and agrees that StayClassy and the other Releasees' aggregate liability to Organization for any damage alleged to be suffered by Organization in connection with Organization's use of the Website, shall not exceed the greater of one hundred U.S. dollars or the total amount the Organization has paid to StayClassy in the year preceding the date of the claimed violation. StayClassy and the other Releasees will not be liable to the Organization for any consequential, special, indirect or incidental damages (including lost profits), even if they have been informed of the possibility of such damages, arising out of or in connection with breach of this Agreement or the Organization's use of the Website. Applicable law may not allow for the above limitations or exclusions, so they may not apply to every organization; in such a case, StayClassy and the other Releasees' liability will be limited to the fullest extent allowed by applicable law.↑ Back to Top ↑

7. GENERAL

Entire Agreement - StayClassy and the Organization intend for this document (entitled "Nonprofit Member Agreement") to be a complete integration of the agreement between StayClassy and the Organization. As the final agreement between StayClassy and the Organization it supersedes and displaces any other earlier or contemporaneous written or oral agreements, negotiations, or statements purporting to deal with the subject matter hereof. ↑ Back to Top ↑

Divisibility - The finding by a court of competent jurisdiction of the unenforceability, invalidity, or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid, or illegal. Such court shall have the authority to modify or replace the invalid, illegal, or unenforceable term or provision with a valid and enforceable provision that most accurately represents the parties' intentions with respect to the invalid, illegal, or unenforceable term or provision. The parties' intentions should be judged solely by reference to the language of this Agreement prior to any court modification. ↑ Back to Top ↑

Headings - The bolded headings provided at the beginning of each term, as well as the numbered section headings, are for ease of reference; they have no independent legal weight and should not be used to limit the construction given to the language of each term. ↑ Back to Top ↑

Assignments - StayClassy reserves the right to assign rights under this Agreement. All assignments by the Organization of rights under this contract, except for an assignment made to a successor in interest in connection with a merger, are VOID. ↑ Back to Top ↑

Law, Jurisdiction, and Venue - Any dispute arising from, or in connection with, this Agreement or the Organization's use of the Website shall be governed by the laws of the state of California without regard to its choice of law provisions The Organization and StayClassy agree that ANY AND ALL claims related to such disputes will be brought in a state or federal court located in San Diego County, California. The Organization expressly submits to the personal jurisdiction of the courts of San Diego County, California for the purposes of litigating all such claims. For purposes of jurisdiction and venue, StayClassy and the Organization agree that this contract, though entered into over the internet, is to be taken as having been executed in San Diego County, California. ↑ Back to Top ↑

Attorneys' Fees and Costs - If a dispute under this Agreement needs to be adjudicated in a court of law, then the prevailing party to the litigation shall be entitled to recover all costs incurred as a result of the litigation, including reasonable attorneys' fees, from the party who suffers the adverse judgment. ↑ Back to Top ↑

No Joint Venture - This Agreement does not constitute and shall not be construed to constitute a partnership or a joint venture between the Organization and StayClassy. ↑ Back to Top ↑