Member-Charity Agreement
IMPORTANT: READ THE ENTIRE AGREEMENT BEFORE ACCEPTING!!!
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CONTENTS BY SECTION:
· 1. GENERAL MATTERS
· 2. FINANCIAL TRANSACTIONS, SERVICE COSTS, AND RELATED TERMS
· 3. ORGANIZATION’S ACTIVITIES ON STAYCLASSY.ORG
· 4. LIABILITY PROVISIONS AND ALLOCATION OF RISK
· 5. THE LAW AND LOCATION FOR POTENTIAL DISPUTES
· 6. BREACH OF THIS AGREEMENT
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1. GENERAL MATTERS
Parties - This is an Agreement by and between StayClassy Productions Incorporated (“StayClassy”), a California corporation, and you, the 501(c)(3) charitable organization, seeking access to, and use of, the member-restricted portions of the Stayclassy.org website (the “Organization”).
Legally Enforceable Agreement - This Agreement will constitute a legally enforceable contract. StayClassy and the Organization acknowledge and affirm their respective intentions to be legally bound by this Agreement.
More on The Organization - As an organization, as opposed to an individual person, the Organization will necessarily be entering into this online Agreement through the actions of a duly authorized Agent. By entering into this Agreement and using the Stayclassy.org website, such Agent represents and warrants that (1) Agent has actual authority to enter into contracts generally, or this contract in particular, on behalf of the Organization (2) Agent is aged eighteen or older (3) Organization’s registration information is truthful and accurate (4) Organization is a legally recognized tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code and (5) Organization’s decision, as manifested by its authorized Agent, to enter into this Agreement and use the Stayclassy.org website does not violate any applicable law. If, at any time, StayClassy becomes aware that any of the above representations is false, Organization’s access to the Stayclassy.org website will be terminated.
Certain Definitional Matters - (1) The phrase “501(c)(3) charitable organization” is meant to include ALL organizations qualifying for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, including unincorporated associations (2) The phrases “Stayclassy.org member(s),” “member(s) of Stayclassy.org,” or simply “members” (and all readily apparent variants of these phrases) are meant to include both individual members of the Stayclassy.org website and StayClassy’s member-charities (3) The phrases “member-charity” or “member-charities,” however, do not include individual members of the Stayclassy.org website; they refer only to 501(c)(3) charitable organizations that have entered into the “Member-Charity Agreement;” when reading this Agreement, the Organization should understand the phrase “member-charity” to include the Organization itself, although the Organization has not at this point accepted the Agreement. (3) All references to the “Member-Charity Agreement,” the “Charity Agreement,” “this Agreement,” “the Agreement,” or simply “Agreement” refer only to this document entitled “Member-Charity Agreement.” If reference is made to the separate “StayClassy Member Agreement,” or the separate “StayClassy Event Planner Agreement,” the specific phrases “StayClassy Member Agreement” or “StayClassy Event Planner Agreement” (and only those phrases) will be used. ↑ Back to Top ↑
Consideration - StayClassy grants the Organization a nonexclusive, nontransferable, limited license to access and use (but not copy, reproduce, alter, or profit from in a way other than that expressly laid out in Section Two of this Agreement) the member-restricted portions of the Stayclassy.org website, which are those portions of the website that are not held out to the general browsing public and that can only be reached after entering into this Agreement (e.g. pages, search devices, profiles, communication tools, etc. that are only available to members of Stayclassy.org that have entered into this Agreement or the “StayClassy Member Agreement”). “Use” of the Stayclassy.org website and its various tools and features only includes ordinary or obviously intended uses. In exchange for the grant of this limited license, the Organization agrees to abide by, and be legally bound by, all the terms and conditions contained in this Agreement; including those terms which cover financial transactions and the financial remuneration Organization may owe to StayClassy for services rendered.
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Scope of Agreement - This Agreement governs the Organization’s use of the “member-restricted portions of the Stayclassy.org website.” This phrase does not include the “StayClassy Event Planning Services” portions of the Stayclassy.org website. Broadly speaking, the “Event Planning Services” portions of Stayclassy.org allow a user to sell tickets for real-world events through the website; these portions of Stayclassy.org are only accessible upon entering into a further contract, the “StayClassy Event Planner Agreement.” This particular Agreement, therefore, governs all portions of the Stayclassy.org website not accessible to members of the general browsing public except for the Event Planning Services portions of Stayclassy.org. ↑ Back to Top ↑
StayClassy’s Intellectual Property Rights - Notwithstanding the above-granted limited license, the Organization understands that all web content, software and other tools or services that Organization gains access to as the result of entering into this Agreement remain the sole property of StayClassy. The Organization agrees not to violate StayClassy’s intellectual property rights and to use the above-mentioned content, software, and services in a manner fully consistent with both the letter and spirit of all the terms and conditions laid out in this Agreement. The Organization acknowledges that the grant of this limited license in no way creates a right, title, or interest in favor of the Organization in StayClassy’s intellectual property. All goodwill accruing from the use of StayClassy’s intellectual property shall inure to the benefit of StayClassy alone. ↑ Back to Top ↑
Organization’s Intellectual Property - By posting or uploading content to the Stayclassy.org website, Organization grants StayClassy a non-exclusive license to reproduce, display, and modify (create derivative works from) such content for use in connection with the normal operation of the Stayclassy.org website; this includes use of the Organization’s logos or trademark(s). Such use may include the display or reproduction of the Organization’s content by StayClassy affiliates or partners. ↑ Back to Top ↑
Term of Agreement - This Agreement will continue in force between StayClassy and the Organization for the entire duration of the Organization’s membership with the Stayclassy.org website. There are four potential ways that the term of this Agreement may expire. (1) First, the Organization may terminate its membership at any time by following the cancellation procedure on the Stayclassy.org website. (2) Second, StayClassy may terminate the Organization’s membership, ending the term of this Agreement, if StayClassy has a good faith belief that the Organization is in breach of this Agreement. (3) Third, as StayClassy reserves the right to amend, modify, or add to this Agreement from time to time, the Organization may, following such an amendment, opt not to accept the changed-Agreement. If the Organization chooses not to accept the changed-Agreement, then the Organization’s membership will be cancelled and the term of this Agreement (the one in existence prior to the alterations) will expire. In the case that StayClassy chooses to amend, modify, or add to this Agreement, it will contact the Organization through the Stayclassy.org website to make the Organization aware that changes have been made. After notification of the changes has been received by the Organization, the Organization’s continuing use of the Stayclassy.org website will be taken as the Organization’s assent to be bound by the changed-Agreement. If the Organization does not wish to accept the changed-Agreement, then the Organization may simply cancel the Organization’s membership with the Stayclassy.org website at that time. (4) Fourth, StayClassy may discontinue the Stayclassy.org website, at any time, if it becomes unable or unwilling to continue operate the site; this will end the term of this Agreement. ↑ Back to Top ↑
Account Password and Security - As part of the registration process for the Stayclassy.org website, 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 Stayclassy.org account whether or not such activity has been expressly authorized by the Organization. Organization agrees to logout of Organization’s Stayclassy.org account at the end of each session on Stayclassy.org. 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 and account has been compromised. ↑ Back to Top ↑
Divisibility - If, for any reason, a court adjudicating a dispute under this Agreement finds all or part of any term, or terms, of this Agreement to be unenforceable, then the offending portions of the term, or terms, shall be construed and, if necessary and permissible, reworded, in a manner that conforms to the requirements of the law and is most consistent with the parties’ intentions; the non-offending parts of such a term, or terms, and all other non-offending portions of this Agreement will continue in full force and effect to the fullest extent allowed by law. If simply striking the offending portions of the unenforceable term, or terms, would bring this Agreement into closer conformity with the parties’ intentions, then those offending portions should simply be stricken and no attempt to reinterpret or reword them should be made. The parties’ intentions should be judged solely by referring to the original terms (e.g. the terms prior to any court-modification) contained in this Agreement. ↑ Back to Top ↑
Entire Agreement - StayClassy and the Organization intend for this document (entitled “Member-Charity Agreement”) to be a complete integration of the agreement between StayClassy and the Organization. It is the complete and final agreement between StayClassy and the Organization. As such, this writing supersedes and displaces any other earlier or contemporaneous written or oral agreements, negotiations, or statements purporting to deal with the subject matter of this Agreement (the Organization’s use of the member-restricted portions of the Stayclassy.org website). ↑ Back to Top ↑
Headings - The bolded headings provided at the beginning of each term, as well as the numbered section headings, are meant to facilitate the Organization’s understanding of the Agreement and its various component parts. These headings, however, have no independent legal weight; they should not be used to limit (in any way) the construction given to the actual language of each term that follows the bolded headings. ↑ Back to Top ↑
Assignments - StayClassy reserves the right to assign rights under this Agreement. All assignments by the Organization of rights under this contract, however, are VOID. The Organization expressly acknowledges that Organization possesses neither the right nor the power to assign rights granted under this Agreement. ↑ Back to Top ↑
2. FINANCIAL TRANSACTIONS, SERVICE COSTS, AND RELATED TERMS
Donation Transaction Fees - StayClassy charges a transaction fee of one U.S. dollar for each donation made to a StayClassy member-charity totaling twenty U.S. dollars or less. For donations of twenty U.S. dollars or more, StayClassy charges a transaction fee equal to 2.0% + $0.99 of the total donation amount. ↑ Back to Top ↑
PayPal Account - In order to receive donations, the Organization must enter the Organization’s online PayPal account number during the registration process that accompanies entrance into this Agreement. After PayPal vets the account, the Organization will receive donations in its PayPal account as the donations are made and processed. ↑ Back to Top ↑
Account Verification Failure - If the account number provided during registration turns out NOT to correspond to the Organization (after being vetted by PayPal), then this Agreement will terminate. StayClassy will attempt to contact the actual charity who has been impersonated and will provide them with any information StayClassy might have that could facilitate legal action against the imposter. StayClassy takes the Organization’s security seriously and will not tolerate fraudulent attempts to impersonate a charitable entity.
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Event Ticket Purchases - As a consequence of entering into this Agreement, the Organization will be able to purchase tickets to events advertised on the Stayclassy.org website. A portion of each ticket sale is required to go to a StayClassy member-charity (as agreed upon by the host of the event and the prospective member-charity to be benefited). The Organization will be able to see how much of the ticket revenue will go to a member-charity, or member-charities, before purchasing the ticket. That percentage of the ticket price allocated to benefit a member-charity, or member charities, will be charged the standard donation transaction fee (as enumerated above). StayClassy also charges the party hosting the event a transaction fee for each ticket sold through the Stayclassy.org website. This fee is one U.S. dollar for tickets priced at twenty U.S. dollars or less and 2.0% +$0.99 of the ticket price for tickets costing over twenty U.S. dollars. That percentage of the ticket price not allocated to benefit a member-charity, or member-charities, less the ticket sale transaction fee, goes to the party hosting the actual event. ↑ Back to Top ↑
Failure to Perform Event - Any failures on the part of a party hosting an event advertised through the Stayclassy.org website to substantially live up to the representations that party has made about the event it is hosting are the sole responsibility of that party and NOT StayClassy. The Organization acknowledges this fact and 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 Stayclassy.org website, including such persons’, or parties’, ability to complete a given transaction. Likewise, StayClassy does not warrant or represent anything about the administration, quality, legality, or safety of events advertised through the Stayclassy.org website. StayClassy urges the Organization to be cautious and use good judgment whenever entering into a transaction with another party while using the Stayclassy.org website; this applies equally to ticket purchases and agreements to partner with event planners hosting different events.
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Receiving Event Ticket Revenue - The Organization, as a StayClassy member-charity, will be eligible to receive donations from ticket sale revenue generated by events advertised on Stayclassy.org. It is up to the Organization and the individual event planner to connect and plan any such arrangements. For instance, an event planner may contact the Organization through the Stayclassy.org website and offer to throw an event with a portion of ticket sales to remit to the Organization. It is up to the Organization and the event planner to agree to host a given event, determine ticket price allocation, regulate use of the Organization’s name and trademark(s), and establish all other particulars relating to the actual event. Such an arrangement, is a separate agreement that StayClassy is not a party to. The Organization agrees not to bring legal claims against StayClassy or seek to join, or otherwise involve StayClassy with, legal actions that derive from an ostensible breach of a separate agreement or agreements reached between the Organization and its event planner. In such matters, the Organization can become as involved as, or remain as detached as, it wishes. At one end of the spectrum, the Organization may choose to authorize an event, allow the event planner to handle substantially all of the arrangements, and simply sit back and collect the agreed upon percentage of ticket sale revenue. At the other end of the spectrum, the Organization can take an active role in planning the event and overseeing the actions of the event planner. This is all left to separate agreement between the event planner and the Organization. In any event, if an event planner represents that he or she will be throwing an event in part to benefit the Organization, StayClassy WILL NOT allow ticket sales to proceed without prior notice from the Organization that the event is actually sanctioned by the Organization. The Organization will give such notice to StayClassy by either rejecting or ratifying the ticket price distribution figures the event planner has inputted to Stayclassy.org concerning the prospective event It is imperative that the Organization understand that once the ticket sale revenue distribution has been inputted and ratified IT CANNOT BE CHANGED by either party. ↑ Back to Top ↑
Donation Transaction Fee on Ticket Revenue - The portion of each separate ticket sale earmarked to go to a member charity, or multiple member charities, will be charged a donation fee. If more than one member-charity is benefited, separate donation fees will be charged for each member-charity benefited. Any such donation fee, or fees, will be applied only to the charity payment portion of each ticket sold. The donation fee is one dollar for charity payments of twenty U.S. dollars or less, or 2.0% + $0.99 of the total payment amount for charity payments over twenty U.S. dollars. To illustrate, suppose the Organization is scheduled to receive twenty U.S. dollars from each ticket sale made by its event planner in connection with an agreed upon event. In this case, the Organization will be charged a fee of one U.S. dollar for each ticket sale and will receive nineteen U.S. dollars as the net donation for each ticket sale. In no circumstance may an event planner allocate less than two U.S. dollars per ticket to go to a member-charity; the Stayclassy.org website will not allow ticket sales to go forward unless this minimum is established. This means that if the Organization is designated to receive ticket sale revenue from a given event, StayClassy’s donation fee will not reduce the net donation to less than one U.S. dollar per ticket. ↑ Back to Top ↑
Stayclassy.org Website as Conduit for Private Agreements - As mentioned above, any agreement or agreements between the Organization and an event planner, which establish the ticket revenue allocation and, potentially, other particulars concerning the administration of an actual real-world event, are private arrangements between only those parties; they do not involve StayClassy. Even if the terms of the separate agreement or agreements between the Organization and the event planner are substantially communicated and/or agreed upon through the Stayclassy.org website, StayClassy will not be considered a party to such agreement or agreements in any way whatsoever. In this sense, StayClassy functions as a mere conduit, like the owner of an “online building” who leases out the premises; we allow parties to access our building, provide them with the pen and paper needed to record elements of potential agreements, and allow them to reach such agreements while present on the premises. At the end of the day, however, any agreement made between the parties we’ve introduced (presumably one concerning a prospective event and the ticket revenue allocation from that event) is only a legal arrangement between those parties and does not involve StayClassy. Again, the Organization agrees not to bring legal claims against StayClassy or seek to join, or otherwise involve StayClassy with, legal actions that derive from an ostensible breach of a separate agreement or agreements reached between the Organization and its event planner. ↑ Back to Top ↑
Ticket Revenue Distribution Disputes - Before ticket sales for a given event will begin, the event planner will be required to enter the distribution figures for ticket sale revenue allocated between the event planner and the benefited member-charity (or member-charities) into the Stayclassy.org website; then, the benefited member-charity (or member charities) will have to ratify the inputted allocation figures. Organization acknowledges that the ratified numbers inputted to Stayclassy.org for ticket revenue distribution will definitively govern the ticket revenue payments made to Organization and the event planner, by StayClassy; this will be so even if there is a dispute about this figure. In the event of such a dispute over ticket revenue allocation, Organization agrees that any legal action pursued to resolve the dispute will be brought directly against the event planner at issue, and not against StayClassy itself. Even if StayClassy has been explicitly made aware of a dispute over ticket revenue allocation, when making payments, StayClassy is entitled to rely upon, with total impunity, the ticket pricing information previously authorized by the Organization. Once the funds for ticket sales from a given event have been received by Organization and the event planner, the Organization may seek to recoup the contested portion of the ticket-revenue directly from the event planner in accordance with the terms of the separate agreement or agreements between those parties. It is imperative that Organization understand that once the ticket sale revenue distribution has been inputted and ratified IT CANNOT BE CHANGED by either party.
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Refund Policies - By default refund policies and decisions are the sole responsibility of the party hosting the event. (1) If the Organization purchases tickets through Stayclassy.org it must consult the event host in order to obtain details about potential ticket sale refunds. StayClassy bears no responsibility for ticket sale refunds for events not actually hosted by StayClassy itself. Even if an event is sponsored by StayClassy, it is the party who is primarily responsible for hosting and administering the actual event that bears responsibility for refunds. The primary party responsible for hosting the event is the event planner; the event planner’s identity should be determinable from the online advertising connected to the event. If the Organization is confused about who the event planner is, then the Organization should contact StayClassy at info@stayclassy.org for clarification. For all events not hosted by StayClassy, the Organization agrees not to pursue ticket sale refund claims against StayClassy; instead the Organization will pursue any and all such claims against the party directly responsible for hosting the event. (2) When the Organization is scheduled to receive ticket sale revenue from an event advertised on Stayclassy.org, it may assume some or all of the refund responsibilities for the event’s ticket sales; this will be determined by a separate agreement, or agreements, between the Organization and its event planner. ↑ Back to Top ↑
3. ORGANIZATION’S ACTIVITIES ON STAYCLASSY.ORG
Intellectual Property Rights - The Organization will not violate the intellectual property rights of others through its use of the Stayclassy.org website. Intellectual property rights include, but are not limited to, copyrights, patents, trademarks, and other forms of confidential or proprietary information, such as trade secrets. Organization represents and warrants that Organization has legal authority (whether because the content is the Organization’s own property or because the Organization holds a valid license to use such property) to post any and all content Organization chooses to upload to the Stayclassy.org website. By posting or uploading content to the Stayclassy.org website, Organization grants StayClassy a non-exclusive license to reproduce, display, and modify (create derivative works from) such content for use in connection with the normal operation of the Stayclassy.org website. Such use may include the display or reproduction of Organization’s content by StayClassy affiliates or partners. By entering into this Agreement and posting content to the Stayclassy.org website, Organization represents and warrants that Organization has valid legal authority to grant the above-described license to StayClassy. Nothing in this provision should be interpreted to contradict StayClassy’s privacy policy, which governs the use of members’ personal information (e-mail address and credit card information). Personal information will be protected under the terms of the separate StayClassy privacy policy. ↑ Back to Top ↑
Viruses and Other Malicious Forms of Code - Organization will not upload viruses or other malicious forms of computer code (so called “malware”) to the Stayclassy.org website. Organization will not use the Stayclassy.org website as a platform for distributing viruses or other malicious forms of computer code to others (e.g. by using the communication tools provided to members of Stayclassy.org). Organization agrees not to engage in any behavior intended to disrupt the flow of traffic to the Stayclassy.org website, prohibit the Stayclassy.org website from being accessible to online browsers, or otherwise interfere with the normal operations of the Stayclassy.org website. Additionally, the Organization agrees not to use any form of software intended to track, monitor, or gather information on any Stayclassy.org member’s online behavior. Organization further agrees not to use any automated processes in connection with Organization’s use of the Stayclassy.org website (except those automated processes provided by StayClassy itself). By way of illustration only, “automated processes” include computer code meant to generate repeated messages to be distributed through the Stayclassy.org member network (“spamming”). ↑ Back to Top ↑
Restriction on Abusive Behavior - Organization will not use the Stayclassy.org website as a platform for harassing or engaging in abusive behavior towards other members of the Stayclassy.org website or members of the general public. While “abusive behavior” towards another is, to some extent, incapable of precise definition it at least includes (but is not limited to): (1) excessive or improper use of profanity (e.g. posting profanity in a charity profile as opposed to using such language in a private member to member communication), (2) repeated attempts to contact or badger another Stayclassy.org member when that member has expressed his/her desire not to be contacted, (3) any use of racial, ethnic, or religious slurs. In addition to these illustrations of “abusive behavior,” this phrase also includes any act or course of conduct that would offend or upset a reasonable person and is inconsistent with StayClassy’s goal of maintaining a mature and respectful online community. On this score, some ambiguity must be tolerated; commonsense should guide the endeavor of determining precisely what is or is not “abusive.” If, in good faith, StayClassy believes the Organization is engaged in “abusive behavior,” StayClassy may terminate the Organization’s access to the Stayclassy.org website. ↑ Back to Top ↑
Restriction on Illicit/Illegal Behavior - Organization represents and warrants that Organization will NEVER use the the Stayclassy.org website to engage in any activity that violates the law, including (but not limited to) all criminal and tortious behavior. Organization further agrees that Organization will never use the Stayclassy.org website to violate or interfere with the contractual rights of others; Organization will, at all times, use the Stayclassy.org website in a manner fully consistent with respect for the legal rights of all other persons and parties. ↑ Back to Top ↑
Truthful and Accurate Information - Organization represents and warrants that all content Organization posts or uploads to the Stayclassy.org website is truthful and accurate. Organization will not use the Stayclassy.org website as a platform for making defamatory statements about others. Because the Stayclassy.org website is intimately tied to the exploration of important social issues Organization is encouraged to freely express Organization’s opinions and beliefs concerning these matters provided that Organization does not contravene the above-stated restrictions on abusive/illicit behavior. ↑ Back to Top ↑
Restriction on User Generated Content - StayClassy reserves the right to delete or block publication of any content Organization attempts to post or upload to the Stayclassy.org website for any or no reason. Organization is solely responsible for any content posted to the Stayclassy.org website and for any information or material shared with other members of the Stayclassy.org website. In addition to comporting with all the other restrictions laid out in this Agreement, all content that Organization posts or uploads to the Stayclassy.org website MUST NOT INCLUDE: (1) pornography or nudity of any kind, (2) private information about third parties that Organization has not obtained consent to share, or (3) violence or other gratuitous or offensive conduct (as determined by commonsense and basic moral judgment). StayClassy assumes no responsibility to monitor the material Organization chooses to post or upload to the Stayclassy.org website or the information Organization shares with the site’s members or other third parties. StayClassy’s removal, or decision not to post, certain content submitted by Organization DOES NOT constitute tacit assent by StayClassy to generally monitor Organization’s posted content. Organization should exercise caution at all times and endeavor to make sure that any such material or information complies with all the terms of this Agreement and is in keeping with the culture of the respectful and tolerant online community which StayClassy strives to maintain. ↑ Back to Top ↑
4. LIABILITY PROVISIONS AND 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 StayClassy affiliates (as well as such affiliates’ successors or assigns, and such affiliates’ officers, directors, employees, agents, and independent contractors) for all costs (including attorney’s fees) from third party claims arising out of the Organization’s breach of this Agreement. ↑ Back to Top ↑
General Waiver of Warranties - StayClassy disclaims all warranties, express or implied, concerning the Stayclassy.org website, its content, and related services, 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. The Organization accepts the entire Stayclassy.org website and all related content, tools, and services “AS IS” and “WITH ALL FAULTS.” ↑ Back to Top ↑
Waiver of Warranties for Goods - Courts have sometimes construed software purchases as purchases of goods. This Agreement does not envision the delivery of any tangible good to the Organization; it includes service fees for transaction-related services and not for the acquisition of any particular good. If a Court adjudicating a dispute under this Agreement is not disposed to treat this Agreement as a purchase of goods situation, then this term should be ignored. Out of an abundance of caution, however, to the extent that any of the web content, software, related services, or products that Organization gains access to as a result of entering into this Agreement may be construed as “goods” falling under the purview of the Uniform Commercial Code (as enacted by the various States), StayClassy hereby disclaims all warranties that may cover such goods including, but not limited to, all warranties of MERCHANTABILITY and warranties of FITNESS FOR A PARTICULAR PURPOSE. The seller (StayClassy) undertakes no responsibility for the quality of the goods except as otherwise provided in this contract. The seller (StayClassy) assumes no responsibility that the goods will be fit for any particular purpose for which you may be buying these goods, except as otherwise provided in the contract. Above all, Organization accepts the entire Stayclassy.org website and all related content and services “AS IS” and “WITH ALL FAULTS.” ↑ Back to Top ↑
Reliance on Others’ Statements - StayClassy does not endorse, represent or warrant the truth or accuracy of any statements or representations made by the Organization, other members of the Stayclassy.org website, or other third parties on the Stayclassy.org website. The views expressed by such parties are not necessarily those endorsed by StayClassy and should not be taken as such. Employees or other agents of StayClassy may also be members of the Stayclassy.org website. All statements made by such persons should be taken as expressions of personal views and not the views of StayClassy. When StayClassy wishes to communicate with its members, it will do so using a “StayClassy Team” message. The Organization bears all responsibility for any reliance the Organization places on statements or representations made by other parties, including StayClassy itself, appearing on the Stayclassy.org website. ↑ Back to Top ↑
Potential Service Interruptions and Technological Problems - StayClassy wishes to provide a quality service for all its members. StayClassy cannot, however, warrant that Organization’s use of the Stayclassy.org website will be uninterrupted or free from technological problems. Interruptions of indeterminable length may occur for a number of different reasons; to some extent this risk is inherent in the nature of an online, technology-laden, business. Organization acknowledges this fact and accepts all risk that may result from an interruption in service or any other technological problem. In no circumstance will Organization pursue an action against StayClassy for damages, including lost revenue, occasioned by an interruption in service or other technological problem (See also: term below titled No Special or Consequential Damages). Organization should make appropriate alternative plans to safeguard against any potential hazards that might be posed by such contingencies. StayClassy, of course, has a vested interest in providing a reliable service to Organization and its other members and StayClassy will endeavor to do so. ↑ Back to Top ↑
Restriction on Commercial Activity - As a consequence of entering into this Agreement, User will be allowed to use the Stayclassy.org website’s online platforms to fundraise for, and donate to, StayClassy’s various member-charities (and only those member-charities). This Agreement DOES NOT enable the User to make use of StayClassy’s ticketing software. Similarly, this Agreement DOES NOT authorize the User to make use of the Stayclassy.org website for the purpose of raising funds for any persons or organizations (charitable or otherwise) through offline fundraising events; all such activity is strictly prohibited. Likewise the User may not use the Stayclassy.org website for ANY other commercial purpose (beyond online fundraising for, and donations to, StayClassy member-charities), including, but not limited to: (1) attempts to market a good or service through the StayClassy member network, (2) attempts to solicit business through the StayClassy member network or any other part of the Stayclassy.org website, (3) attempts to divert web traffic from the Stayclassy.org website to any other website (without the consent of StayClassy). ↑ Back to Top ↑
Interaction with Other Members and Third Parties: Right to Intervene - The Organization alone is responsible for Organization’s interactions (both online and offline) with other members of the Stayclassy.org website and other third parties on the Stayclassy.org website. As such, StayClassy has no obligation to become involved in any legal disputes between the Organization and other members of the Stayclassy.org website or other third parties appearing on the Stayclassy.org website, even if such legal claims arise out of, or relate to, the parties’ use of the Stayclassy.org website. Organization will not seek to join StayClassy to, or otherwise involve StayClassy with, any such claims. StayClassy does, however, reserve the right to involve itself in such a dispute if it so chooses. ↑ Back to Top ↑
Restriction on Commercial Activity - StayClassy urges the Organization to be cautious and use good judgment at all times when interacting with others through the Stayclassy.org website. StayClassy does not perform background checks or any other evaluations of its members; it is the Organization’s sole responsibility to manage the Organization’s interaction with other members of the Stayclassy.org website and other third parties appearing on, or reached through, the Stayclassy.org website. Because the Organization assumes sole responsibility for all of the Organization’s interactions with other Stayclassy.org members and all other third parties on the Stayclassy.org website, Organization agrees to release StayClassy from ALL liability that may arise out of, or relate to, the Organization’s interaction with other Stayclassy.org members or other third parties on the Stayclassy.org website. The term “interaction” is meant to be interpreted expansively. For purposes of illustration only, “interaction” is meant to include (but not be limited too): (1) direct communication between parties through the Stayclassy.org website, (2) all in-person meetings between parties coordinated through, or facilitated by, the Stayclassy.org website (including events), (3) exchange of pictures, files or other computer code through the Stayclassy.org website, (4) clicking on third party links placed on the Stayclassy.org website (whether authorized by StayClassy, posted by a member of Stayclassy.org, or posted by some other third party) and all subsequent activity and transactions conducted on such a third party’s website and, (5) sharing of information, through the Organization’s profile or other facets of the Stayclassy.org website, with other members of the Stayclassy.org website or other third parties, whether such information is intended to be viewed by a particular third party or not. In circumstances where the Organization’s interaction with other Stayclassy.org members or other third parties on the Stayclassy.org website results in some kind of harm to the Organization or the Organization’s property, including death or personal injury, the Organization agrees that StayClassy will bear no responsibility and that any and all legal claims will be pursued directly against the allegedly offending Stayclassy.org member or other third party and not against StayClassy itself. Above all, StayClassy wishes to impress upon the Organization that it cannot control or monitor the behavior of the many Stayclassy.org members or other third parties using the Stayclassy.org website and so assumes absolutely no responsibility for the consequences, foreseeable or otherwise, of such persons’ behavior. ↑ Back to Top ↑
No Guarantee Against Technological Threats - Recognizing the near impossibility of policing a large, dynamic, and interactive online social networking environment for all possible technological threats, StayClassy wishes to make clear to the Organization that it neither represents nor warrants that the Stayclassy.org website is free from bugs, viruses, or other malicious forms of computer code. StayClassy wants to provide a safe and secure environment for all its members, but it is important that the Organization recognize that StayClassy cannot guarantee that the Organization will not be exposed to technological risks while using the Stayclassy.org website. Such technological threats might do damage to the Organization’s computer system or broader network. By entering into this Agreement the Organization acknowledges the presence of such risk and assumes all responsibility for any harm that might befall the Organization as the result of such risk. ↑ Back to Top ↑
No Warranty of Tax Write-Off Status - StayClassy makes no representations or warranties as to whether or not the various financial transactions allowed by the Stayclassy.org website are tax-deductible. Even if StayClassy characterizes something as a “donation,” “charitable gift,” or some other equivalent, in its description of a given transaction this should not be relied upon as tax advice. Always consult a qualified tax professional before determining whether, or to what extent, a particular financial transaction may be written off for tax purposes. ↑ Back to Top ↑
No Warranty of Accuracy of Information - StayClassy makes no warranty as to the accuracy of any and all information collected for, and/or displayed to, the Organization in connection with Organization’s use of the Stayclassy.org website (e.g. various analytics or statistics, donation tracking information, etc.). Organization acknowledges that while this information and all related graphics are useful as a general guide for informing Organization’s various decisions, they are not intended to be guaranteed as accurate or authoritatively relied upon. Organization assumes all risk for reliance placed on this information. As technological errors, and other mishaps, can and do happen from time to time, StayClassy urges the Organization to take any alternative precautions Organization might deem prudent to safeguard against the threat posed by such occurrences. ↑ Back to Top ↑
No Special or Consequential Damages - StayClassy will not be liable to the Organization for any consequential, special, indirect or incidental damages (including lost profits) arising out of or in connection with breach of this Agreement or of the Organization’s use of the Stayclassy.org website. This limitation will apply even if StayClassy has been expressly notified of the possibility of such damages. If applicable law does not allow for the exclusion of the types of damages enumerated directly above, then StayClassy’s liability will be limited to the fullest extent permitted by applicable law. ↑ Back to Top ↑
Liquidated Damages - StayClassy’s aggregate liability for breach of this Agreement 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 breach. If applicable law does not allow for this limitation of damages, then StayClassy’s liability will be limited to the fullest extent permitted by applicable law.
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5. THE LAW AND LOCATION FOR POTENTIAL DISPUTES
Choice of Law - StayClassy and the Organization agree that any dispute arising from, or in connection with, this Agreement or Organization’s use of the Stayclassy.org website shall be governed by the laws of the state of California without regard to its choice of law provisions. ↑ Back to Top ↑
Jurisdiction and Venue - The Organization and StayClassy agree that ANY AND ALL disputes arising from, or in connection with, this Agreement or the Organization’s use of the Stayclassy.org website 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 ↑
6. BREACH OF THIS AGREEMENT
Termination of Organization’s Membership - If, at any time, StayClassy, in good faith, believes that the Organization has breached the letter or spirit of any of the terms of this Agreement, StayClassy may terminate the Organization’s access to the Stayclassy.org website. StayClassy will attempt to notify the Organization using the e-mail address provided by the Organization while registering for the Stayclassy.org website. If the Organization wishes to address StayClassy’s decision, the Organization may reach StayClassy at info@stayclassy.org. All disputes under this Agreement not capable of private resolution between the parties may be pursued in a court of competent jurisdiction (in accordance with the terms located in Section Five of this Agreement). ↑ 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 ↑ |
