Classy Awards Agreement
<IMPORTANT: READ THE ENTIRE AGREEMENT BEFORE ACCEPTING!!!
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CONTENTS BY SECTION:
· 1. GENERAL MATTERS
· 2. PARTICIPANT'S ACTIVITIES ON STAYCLASSY.ORG
· 3. LIABILITY PROVISIONS AND ALLOCATION OF RISK
· 4. THE LAW AND LOCATION FOR POTENTIAL DISPUTES
· 5. BREACH OF THIS AGREEMENT
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1. GENERAL MATTERS
Parties - The following is an Agreement entered into by and between StayClassy Productions, Incorporated, a California corporation (hereinafter "StayClassy"), and you, the individual, for-profit business entity, not-for-profit organization qualifying for exemption under 26 U.S.C. § 501(c)(3) or other party (hereinafter the "Participant(s)") participating in the 2nd Annual CLASSY Awards by either submitting an official CLASSY Award Nomination, accepting a CLASSY Award Nomination or voting for a CLASSY Award Nominee.
Legally Enforceable Agreement - This Agreement will constitute a legally enforceable contract. StayClassy and the Participant acknowledge and affirm their respective intentions to be legally bound by this Agreement.
Certain Definitional Matters - (1) The phrase "2nd Annual CLASSY Awards," "CLASSY Awards" "2010 CLASSY Awards," or "CLASSY Awards Program" refers to the online-based award initiative, organized and operated by StayClassy through the Stayclassy.org website, recognizing individuals, businesses and charities making positive and measurable contributions to their communities.
(2) The phrase "CLASSY Award" shall refer to an award recognizing an Individual Nominee, Business Nominee and/or a Charity Nominee (defined below) within one (1) of the ten (10) CLASSY Award Categories (defined below).
(3) The phrase "CLASSY Awards Categorie(s)" refers to the following ten (10) CLASSY Award categories: (1) Charity Of The Year; (2) Small Charity Of The Year; (3) Philanthropic Business Of The Year; (4) Philanthropic Small Business Of The Year; (5) Volunteer Of The Year; (6) Most Effective Awareness Campaign By A Charity; (7) Most Innovative Use Of Social Media By A Charity; (8) Most Creative Fundraiser By A Charity; (9) Most Influential College Student Or College Organization; and (10) Most Successful Fundraiser By An Individual/Group.
(4) The phrase "CLASSY Awards Market(s)" refers to the following eight (8) markets participating in the CLASSY Awards Program: San Diego Market, Los Angeles Market, San Francisco Market, Chicago Market, Las Vegas Market, New York City Market, Boston Market, and District of Columbia Market.
(5) The term "Nominator" shall refer to an individual, or other party, submitting an Official CLASSY Awards Nomination Form via the Stayclassy.org website nominating an Individual Nominee, Business Nominee and/or a Charity Nominee for a CLASSY Award. A Nominator must be an individual who is a legal resident of the United States, excluding U.S. territories and outlying areas, residing in one of the fifty (50) United States or the District of Columbia at least eighteen (18) years of age.
(6) The term "Nominee" shall refer to either: (1) an individual, at least eighteen (18) years of age, who is a legal resident of the United States, residing within the boundaries of one (1) of the eight (8) participating CLASSY Awards Markets (hereinafter "Individual Nominee"); or (2) a for-profit business entity registered with the Secretary of State and doing business within the boundaries of one (1) of the eight (8) participating CLASSY Awards Markets (hereinafter "Business Nominee"); or (3) a not-for-profit organization qualifying for exemption under 26 U.S.C. § 501(c)(3) and operating within the boundaries of one (1) of the eight (8) participating CLASSY Awards Markets (hereinafter "Charity Nominee"), who/which has been nominated for a CLASSY Award by a Nominator.
(7) The phrase "Official CLASSY Awards Nomination Form" shall refer to the CLASSY Award Nomination Form located online on the Stayclassy.org website at http://www.classyawards.stayclassy.org or at any of the participating NBC affiliates' websites hosting CLASSY Award nominations. This Internet form is the only method by which a Nominator can nominate a Nominee for a CLASSY Award. The process of submitting an Official CLASSY Awards Nomination Form in reference to a specific project or contribution in accordance with these rules and Regulations shall be referred to herein as the "Nomination."
(8) The phrase "CLASSY Awards Nomination Process" shall refer to the process for voting for Nominees as described in Section three (3) of the CLASSY Award Rules and Regulations, published at http://www.classyawards.stayclassy.org/classy-awards/rules, and is incorporated herein by reference.
(9) The phrase "CLASSY Awards Voting Process" shall refer to the process for voting for Nominees as described in Section four (4) of the CLASSY Award Rules and Regulations, published at http://www.classyawards.stayclassy.org/classy-awards/rules, and is incorporated herein by reference.
(10) The term "Voter" shall refer to an individual, at least eighteen (18) years of age, who is a legal resident of the United States, casting a vote for a CLASSY Award Nominee via Stayclassy.org during the voting periods described in Section four (4) of the CLASSY Award Rules and Regulations, published at http://www.classyawards.stayclassy.org/classy-awards/rules, and is incorporated herein by reference.
(11) All references to the "CLASSY Award Participant Agreement," "CLASSY Award Terms and Conditions," "this Agreement," "the Agreement," or simply "Agreement" refer only to this document entitled "CLASSY Award Participant Agreement."
(12) The terms of this agreement are intended to apply to all individuals, for-profit business entities and not-for-profit organizations qualifying for exemption under 26 U.S.C. § 501(c)(3) or other parties participating in the 2nd Annual CLASSY Awards ("Participant(s)" as indicated above). Where the terms herein are intended to specifically apply to a certain categories of Participants, such as Nominator Participants, Nominee Participants or Voter Participants, the terms of this agreement will indicate such.
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More on The Participant - By entering into this Agreement, and using the Stayclassy.org website to either (1) fill-out and submit an official CLASSY Award Nomination Form, (2) accept a CLASSY Award Nomination or (3) cast a vote for a CLASSY Award Nominee, Participant represents and warrants:
Nominator Participant
(1) Nominator Participant is age eighteen (18) or older; (2) Nominator Participant is a legal resident of the United States, excluding U.S. territories and outlying areas; (3) Nominator Participant is currently residing in one of the fifty (50) United States or the District of Columbia; (4) the information provided by Nominator Participant on the official CLASSY Award Nomination Form is truthful and accurate; and (5) Nominator Participant's decision to enter into this Agreement, to participate in the CLASSY Awards Program and use the Stayclassy.org website does not violate any applicable law.
Nominee Participant
(1) Individual Nominee Participant is age eighteen (18) years or older, who is a legal resident of the United States, residing within the boundaries of one (1) of the eight (8) participating CLASSY Awards Markets; (2) Business Nominee Participant is a for-profit business entity registered with the Secretary of State and doing business within the boundaries of one (1) of the eight (8) participating CLASSY Awards Markets ("Business Nominee"); (3) Charity Nominee Participant is a not-for-profit organization qualifying for exemption under 26 U.S.C. § 501(c)(3) and operating within the boundaries of one (1) of the eight (8) participating CLASSY Awards Markets ( "Charity Nominee"), (4) the information provided by Nominator related to the Nomination of the Nominee Participant on the official CLASSY Award Nomination Form is truthful and accurate; and (5) Nominee Participant's decision to enter into this Agreement, to participate in the CLASSY Awards Program and use the Stayclassy.org website does not violate any applicable law.
Voter Participant
(1) Voter Participant is at least eighteen (18) years of age, who is a legal resident of the United States; (2) Voter Participant has not tampered or attempted to tamper with the voting process and had not employed or attempted to employ any other fraudulent means in casting their vote; and (3) Voter Participant's decision to enter into this Agreement, to participate in the CLASSY Awards Program 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 are false, StayClassy may disqualify any individual Participant and any or all of his/her Nomination(s) and/or votes and terminate the Participant's access to the Stayclassy.org website.
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Consideration - StayClassy grants the Participant the opportunity to participate in the CLASSY Award Program via the Stayclassy.org website, and all the benefits potentially derived there from. In exchange for the grant of this opportunity, which Participant recognized as good and valuable consideration, the Participant agrees to abide by, and be legally bound by, all the terms and conditions contained in this Agreement. Participant further agrees any and all personal information provided/collected in connection with the CLASSY Awards Program, may and will be shared with StayClassy and/or any related entities, designated agents and/or partners/affiliates (and their respective past, present and future owners, officers, directors, agents, representatives, shareholders, partners, parent companies, employees, joint ventures, divisions, subdivisions, predecessors, successors, assigns and affiliates) and that you may be contacted by StayClassy and/or its partners/affiliates in connection with the CLASSY Awards Program.
In addition, in exchange for a Nominee Participant's acceptance of a Nomination, Nominee Participant will be required, among other terms, to grant to StayClassy a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use Nominee Participant's name, likeness, trademark and any other protectable intellectual property content StayClassy, in its sole and absolute discretion, deems necessary to operate and promote the CLASSY Awards Program. ↑ Back to Top ↑
Scope of Agreement - This Agreement governs the Participant's involvement in the CLASSY Awards Program, including specifically the CLASSY Awards Nomination Process and/or the CLASSY Awards Voting Process. These phrases do not include the member-restricted portions of the Stayclassy.org website or the StayClassy Event Planning Services portions of the Stayclassy.org website, which are governed by other specific Agreements published on the Stayclassy.org website. ↑ Back to Top ↑
Intellectual Property Rights - Participant will not violate the intellectual property rights of others through its use of the Stayclassy.org website in connection with the CLASSY Awards Program. Intellectual property rights include, but are not limited to, copyrights, patents, trademarks, and other forms of confidential or proprietary information, such as trade secrets.
Participant represents and warrants that Participant has legal authority (whether because the content is the Participant's own property or because the Participant holds a valid license to use such property) to post, provide or upload any and all content Participant chooses to post, provide or upload as part of the CLASSY Awards Program. By posting, providing or uploading content to the Stayclassy.org website, Participant 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 and CLASSY Award Program. Such use may include the display or reproduction of such content by StayClassy affiliates or partners. By entering into this Agreement and posting, providing or uploading content to the Stayclassy.org website, Participant represents and warrants that Participant has valid legal authority to grant the above-described license to StayClassy.
In addition to the terms previously outlined under this heading, Nominator Participant represents to StayClassy that Nominator Participant currently owns any and all of the content and information provided as part of the Official CLASSY Award Nomination Form, including specifically any and all photographs or videos uploaded, and/or provided via links to websites, photo galleries and/or videos, by Nominator Participant as part of the CLASSY Award Nomination Process. For the content covered by intellectual property rights such as photos and videos (hereinafter "IP content"), Nominator Participant specifically gives StayClassy the following permission: Nominator Participant grants StayClassy a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content Nominator Participant provided as part of Nominator Participant's Official CLASSY Award Nomination Form and throughout the CLASSY Award Nomination Process (hereinafter "IP License"). Such use may include the display or reproduction of the Nominator Participant's content by StayClassy affiliates or partners.
In addition to the terms previously outlined under this heading, Nominee Participant specifically agrees, among other terms, to grant to StayClassy a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use Nominees name, likeness, trademark and any other protectable intellectual property content StayClassy, in its sole and absolute discretion, deems necessary to operate and promote the CLASSY Awards Program.↑ Back to Top ↑
StayClassy's Intellectual Property Rights - Participant understands all web content, software and other tools or services Participant gains access to as the result of participating in the CLASSY Awards Program remain the sole property of StayClassy. The Participant 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. All goodwill accruing from the use of StayClassy's intellectual property shall inure to the benefit of StayClassy alone. Unless agreed upon in writing by an authorized StayClassy representative, no rights or licenses are granted to any Participants or third parties related to any of StayClassyÕs intellectual property, including, but not limited to, copyrights, patents, trademarks, domain names, logos as well as any other branding elements of StayClassy. ↑ Back to Top ↑
Reporting Infringement by Participants - StayClassy is committed to protecting the intellectual property of third parties. To report any infringement of intellectual property rights by Participant, please contact Stay Classy at info@stayclassy.org. ↑ Back to Top ↑
Term of Agreement - This Agreement will continue in force between StayClassy and the Participant for the entire duration of the CLASSY Awards Program. There are four (4) potential ways that the term of this Agreement may expire. (1) First, Nominator Participant may withdraw his or her Nomination at any time, in writing, by contacting StayClassy at classyawards@stayclassy.org. (2) Nominee Participant may chose to withdraw acceptance of their nomination at any time, in writing, by contacting StayClassy at classyawards@stayclassy.org. (3) Third, StayClassy may disqualify Nominator Participant's Nomination, a Nominee Participant or Voter Participant, ending the term of this Agreement, if StayClassy has a good faith belief Participant is in breach of either the letter or spirit of any of the terms of this Agreement or the CLASSY Award Rules and Regulations. (4) Fourth, StayClassy may discontinue the Stayclassy.org website or the CLASSY Awards Program, at any time, if it becomes unable or unwilling to continue operate the site; this will end the term of this Agreement
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Warranty of Nomination Information - As part of the CLASSY Awards Program, Nominator Participants will be required to provide, and Nominee Participants will be required to verify, personal information including, Participant's name, email, zip code, birth date and information related to the subject of the nomination. Participant represents and warrants that any and all information provided by Participant in connection with the CLASSY Awards will be truthful and accurate. If any information provided by the Participant is discovered or alleged to be incomplete, incorrect and/or fraudulent, StayClassy reserves the right to disqualify any Participant, terminate the Participant's access to the Stayclassy.org website and otherwise refuse to allow Participant to participate in the CLASSY Awards Program.
Participant further represents and warrants that anything submitted through the CLASSY Award Program does not: (a) infringe on the intellectual property rights of a third party; (b) contain confidential information that violates any obligation of confidentiality; (c) contain any viruses, spyware, malware, or other malicious components that are designed to harm the functionality of a computer in any way; and (d) contain information that is unlawful, inappropriate, slanderous, libelous, defamatory, disparaging discriminatory, indecent, obscene, hateful or tortuous.
Participant also represents and warrants they have not and will not take any action that interferes with the rights granted to StayClassy under this Agreement.
Participant agrees to defend, indemnify and hold harmless StayClassy, its successors, assigns, and all StayClassyÕs officers, directors, employees, agents, independent contractors, and all StayClassy partners and/or affiliates (as well as such partnersÕ and/or affiliatesÕ successors or assigns, and such partnersÕ and/or affiliatesÕ officers, directors, employees, agents, and independent contractors) for all costs (including attorneyÕs fees) from third party claims arising out of, or in any way related to, the information provided by Participant. ↑ 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 Participant intend for this document (entitled "CLASSY Award Participant Agreement") to be a complete integration of the agreement between StayClassy and the Participant and is intended to supplement the terms contained in the CLASSY Award Rules and Regulations. It is the complete and final agreement between StayClassy and the Participant.. ↑ Back to Top ↑
Incorporation By Reference - Any supplemental terms contained in the CLASSY Awards Rules and Regulations, as posted at http://www.classyawards.stayclassy.org/classy-awards/rules, are incorporated herein by reference. ↑ 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 Participant'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 Participant of rights under this Agreement, however, are VOID. The Participant expressly acknowledges that Participant possesses neither the right nor the power to assign rights granted under this Agreement. ↑ Back to Top ↑
2. PARTICIPANT'S ACTIVITIES ON STAYCLASSY.ORG
Viruses and Other Malicious Forms of Code - Participant will not upload viruses or other malicious forms of computer code (so called "malware") to the Stayclassy.org website. Participant will not use the Stayclassy.org website as a platform for distributing viruses or other malicious forms of computer code to others. Participant 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 Participant agrees not to use any form of software intended to track, monitor, or gather information submitted by any other party via the Stayclassy.org website in connection to the CLASSY Awards Program.
Voter Participant further agrees not to use any automated processes in connection with Voter Participant's participation in the CLASSY Award Voting process. By way of illustration only, "automated processes" include computer code meant to generate repeated votes.
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Restriction on Abusive Behavior - Participant will not use the Stayclassy.org website as a platform for harassing or engaging in abusive behavior towards Participants 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, (2) repeated attempts to contact or badger another Participant when that Participant 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 the spirit of the CLASSY Awards Program. 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 Participant is engaged in "abusive behavior," StayClassy may terminate the Participant's access to the Stayclassy.org website and disqualify Participant from participation in the CLASSY Awards Program. ↑ Back to Top ↑
Restriction on Illicit/Illegal Behavior - Participant represents and warrants that Participant will NEVER use the Stayclassy.org website to engage in any activity that violates the law, including (but not limited to) all criminal and tortious behavior. Participant further agrees that Participant will never use the Stayclassy.org website to violate or interfere with the contractual rights of others; Participant 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.
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Truthful and Accurate Information - Participant represents and warrants that all content Participant posts or uploads to the Stayclassy.org website, including specifically information provided by Nominator Participant on the official CLASSY Award Nomination Form and approved by Nominee Participant, is truthful and accurate. Participant will not use the Stayclassy.org website as a platform for making defamatory statements about others. Despite these restrictions, StayClassy wants to make clear that it respects and affirms the free speech rights of its members to engage in meaningful, and perhaps, sharply critical, dialogue. Because the Stayclassy.org website is intimately tied to the exploration of important social issues, Participant is encouraged to freely express Participant's opinions and beliefs concerning such matters provided that Participant does not contravene the above-stated restrictions on abusive/illicit behavior.
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Restriction on Participant Generated Content - StayClassy reserves the right to delete or block publication of any content Participant attempts to post, provide or upload to the Stayclassy.org website as part of the CLASSY Award Program for any or no reason. In addition to comporting with all the other restrictions laid out in this Agreement, all content that Participant posts, provides or uploads to the Stayclassy.org website as part of the CLASSY Award Program MUST NOT INCLUDE: (1) pornography or nudity of any kind, (2) private information about third parties that Participant has not obtained consent to share, or (3) violence or other gratuitous or offensive conduct (as determined by commonsense and basic moral judgment). Participant 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 ↑
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 5% 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. LIABILITY PROVISIONS AND ALLOCATION OF RISK
Indemnification - Participant releases StayClassy, and its affiliates, subsidiaries, officers, directors, agents, employees, and all others associated with the development and execution of this CLASSY Awards Program, from any and all liability with respect to, or in any way arising from, the CLASSY Awards Program, including, but not limited to, any suspension, modification or cancellation of the CLASSY Awards Program, nominations received or posted, voting and/or acceptance or use of the prizes, including liability for personal injury, death, damages or loss. StayClassy is not responsible for donation quality or utility. Further, the Participant agrees to defend, indemnify and hold harmless StayClassy, its successors or assigns, and all StayClassy's officers, directors, employees, agents, independent contractors, and all StayClassy partners and/or affiliates (as well as such partners' and/or affiliates' successors or assigns, and such partners' and/or affiliates' officers, directors, employees, agents, and independent contractors) for all costs (including attorney's fees) from third party claims arising out of, or in any way related to, the Participant's breach of this Agreement and/or Participant's involvement in the CLASSY Awards Program, including but not limited to, Participant's violation of any CLASSY Awards Rules and Regulations, Participant's violation of any StayClassy.org terms of service, conditions of use and/or general rules, Participant's violation of any intellectual property laws and/or Participant's posting, providing or uploading any defamatory or fraudulent information. ↑ Back to Top ↑
General Waiver of Warranties and Disclaimer - StayClassy disclaims all warranties, express or implied, concerning the Stayclassy.org website, its content, and related services, and any such warranties, express or implied, related to the CLASSY Awards, 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 CLASSY AWARDS PROGRAM MAY CONTAIN TECHNICAL AND OTHER ERRORS AND LIMITATIONS AND THE PARTICIPANT ACCEPTS THE CLASSY AWARDS PROGRAM, INCLUDING SPECIFICALLY THE CLASSY AWARDS NOMINATION PROCESS AND CLASSY AWARDS VOTING PROCESS, TOOLS AND SERVICES PROVIDED "AS IS" AND ÒWITH ALL FAULTSÓ WITHOUT WARRANTY OF ANY KIND. STAYCLASSY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS IT RELATES TO THE CLASSY AWARDS PROGRAM. THE ENTIRE RISK AS IT RELATES TO THE CLASSY AWARDS PROGRAM IS ASSUMED BY PARTICIPANT. ↑ 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 Participant, 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 Participant bears all responsibility for any reliance the Participant 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 Participant's use of the Stayclassy.org website, including specifically the CLASSY Awards Nomination and/or CLASSY Awards Voting Process, 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. Participant acknowledges this fact and accepts all risk that may result from an interruption in service or any other technological problem. In no circumstance will Participant pursue an action against StayClassy for damages occasioned by an interruption in service or other technological problem Participant 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 Participant and StayClassy will endeavor to do so.
StayClassy, in its sole discretion, reserves the right to suspend, cancel or modify the CLASSY Awards Program without notice or liability if the integrity of the CLASSY Awards Program is compromised in any manner as determined by StayClassy, or if the CLASSY Awards Program is not capable of being conducted as intended by StayClassy. StayClassy assumes no responsibility for any loss or damage to ParticipantsÕ or any other person's computer relating to, or resulting from, entering, accessing or downloading any information or software in connection with the CLASSY Awards Program or otherwise participating in the CLASSY Awards Program. StayClassy and its agents are not responsible for technical, hardware, software or telephone malfunctions of any kind, lost or unavailable network connections, problems with the platform on which the CLASSY Awards Program application runs, or failed, incorrect, incomplete, inaccurate, garbled or delayed electronic communications caused by the Participant, for printing or typographical errors in any CLASSY Awards Program-related materials, or by any of the equipment or programming associated with or utilized in this CLASSY Awards Program, or by any human or other errors that may occur in connection with this CLASSY Awards Program.↑ Back to Top ↑
Participants' Interactions with Nominees and Third Parties: Right to Intervene - The Participant alone is responsible for Participant's interactions (both online and offline) with other Participants and/or other third parties on the Stayclassy.org website. As such, StayClassy has no obligation to become involved in any legal disputes between Participants and/or other third parties, even if such legal claims arise out of, or relate to, the parties' use of the Stayclassy.org website or the CLASSY Awards Program. Participant 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 ↑
Participants' Interactions with Nominees and Third Parties: Liability Release - StayClassy urges the Participant to be cautious and use good judgment at all times when interacting with others through the Stayclassy.org website in connection with the CLASSY Awards Program. It is Participant's sole responsibility to manage the Participant's interaction with other Participants and other third parties appearing on, or reached through, or in connection with the Stayclassy.org website or the CLASSY Awards Program. Because the Participant assumes sole responsibility for all of the Participant's interactions with other Participants and all other third parties on the Stayclassy.org website, Participant agrees to release StayClassy from ALL liability that may arise out of, or relate to, the Participant's interaction with other Participants 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 and/or (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. In circumstances where the Participant's interaction with Participants or other third parties on the Stayclassy.org website results in some kind of harm to the Participant or the Participant's property, including death or personal injury, the Participant agrees that StayClassy will bear no responsibility and that any and all legal claims will be pursued directly against the allegedly offending Participant or other third party and not against StayClassy itself.↑ 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 Participant 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 Participant recognize that StayClassy cannot guarantee that the Participant will not be exposed to technological risks while using the Stayclassy.org website. Such technological threats might do damage to the Participant's computer system or broader network. By entering into this Agreement the Participant acknowledges the presence of such risk and assumes all responsibility for any harm that might befall the Participant as the result of such risk. ↑ Back to Top ↑
No Warranty of Accuracy of Nominee Information - StayClassy makes no warranty as to the accuracy of any and all information collected for, and/or displayed to, the Participant in connection with Participant's use of the Stayclassy.org website and/or involvement in the CLASSY Awards Nomination Process and/or the CLASSY Awards Voting Process. Participant acknowledges that while the referenced information and all related graphics are useful as a general guide for informing Participant's various decisions, they are not intended to be guaranteed as accurate or authoritatively relied upon. Participant 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 Participant to take any alternative precautions Participant 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 Participant 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 Participant's use of the Stayclassy.org website or participation in the CLASSY Awards Program. 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 ↑
Miscellaneous - StayClassy may, in its sole and absolute discretion, choose to feature certain Participants in CLASSY Award Program related materials. Being featured does not indicate StayClassy's preference for or endorsement of that particular Participant, its cause or submissions. StayClassy will not be deemed to have waived any of its rights or remedies unless such waiver is in writing and signed by StayClassy. No delay or omission on the part of StayClassy in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies ↑ Back to Top ↑
Liquidated Damages - If applicable law does not allow for the limitations on damages expressed in this Agreement, then StayClassyÕs aggregate liability for breach of this Agreement shall not exceed one hundred U.S. dollars ($100.00) or shall limited to the fullest extent permitted by applicable law. ↑ Back to Top ↑
4. THE LAW AND LOCATION FOR POTENTIAL DISPUTES
Choice of Law - StayClassy and the Participant agree that any dispute arising from, or in connection with this Agreement, the CLASSY Awards Program or Participant'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 Participant and StayClassy agree that ANY AND ALL disputes arising from, or in connection with, this Agreement, the CLASSY Awards Program or the Participant's use of the Stayclassy.org website will be brought in a state or federal court located in San Diego County, California. The Participant 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 Participant 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 ↑
5. BREACH OF THIS AGREEMENT
Disqualification of Nominator Participant's Nomination - If, at any time, StayClassy, in its sole and absolute discretion believes a Participant has (a) tampered or attempted to tamper with the CLASSY Award Nomination Process, (b) tampered or attempted to tamper with the CLASSY Award Voting Process, (c) tampered or attempted to tamper with the operation of the CLASSY Awards or StayClassy.org, (d) violated any of the CLASSY Awards Rules and Regulations, (e) violated any terms or conditions contained in the CLASSY Awards Participant Agreement, (f) violated any StayClassy.org terms of service, conditions of use and/or general rules, (g) engaged in inappropriate or disruptive conduct, (h) engaged in conduct intended to annoy, abuse, threaten, harass and/or discriminate against any other person, (i) committed a fraudulent act or (j) engaged in any other act deemed by StayClassy to be a violation of the spirit of the CLASSY Awards Program, StayClassy may disqualify any Nominator Participant, Nominee Participant or Voter Participant and any or all of his/her nomination(s) and/or vote(s), terminate the Participant's access to the Stayclassy.org website and otherwise refuse to allow Participant to participate in the CLASSY Awards Program. StayClassy will attempt to notify the Participant using the e-mail address provided by the Participant. If the Participant wishes to address StayClassy's decision, the Participant may reach StayClassy at info@stayclassy.org. Any 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 ↑ |
