If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity and its affiliates to these terms and conditions, is such case the terms "You" or "Your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept these terms and conditions and may not use the Services.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, you may not access the Services for the purpose of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purpose.
"Services" means the availability of Our software and services that are made available by Us online.
"Users" means individuals who are authorized by You to use the Services for whom licenses or subscriptions to a Service have been ordered, and who have been supplied user identifications and passwords by You (or by Us at your request).
"We", "Us" or "Our" means Event Caddy Inc., as further described below, Our Affiliates, and Third Parties or Suppliers contracted by us to deliver all or part of the Services.
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
"Your Data" means all electronic data or information belonging to or created by You, including all text, messages or other materials uploaded, posted, or stored through your use of the Services.
"Your Online Data" means Your Data submitted by You to the online portion of the Services that is physically stored in data centers on computers owned or controlled by Us.
2.1 Provision of Services. Upon Your payment of the fees, We grant You a limited, non-exclusive license to access and use Our application software on the terms and conditions set forth herein for the duration of the subscription term. You agree that Your purchases hereunder are neither contingent upon the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding any future functionality or features.
2.2 Subscription Types. Subscriptions are purchased for use in organizing tournaments.
3.1 Our Responsibilities.
We shall: (i) provide Technical Support for the Services to You, (ii) use commercially reasonable efforts to make the online portion of the Services available 99.99% up time, except for: (x) planned downtime (which We shall schedule to the extent practicable during the hours of 7 p.m. to 12:00 a.m. on Saturday EST or (y) any unavailability caused beyond Our reasonable control, including without limitation, acts of God, internet service provider failures or delays or denial of service attacks and (iii) provide the Services only in accordance with applicable laws and government regulations.
We shall not: (a) be responsible for any compromise, loss, delay, alteration or interception of Your Data during the transmission of any data across computer networks or telecommunication facilities (including but not limited to the internet) that are not owned or operated by Us, or (b) assume responsibility for the reliability or performance of any connections, computer networks or telecommunications facilities (including but not limited to the internet) that are not owned or operated by Us.
3.2 Our Protection of Your Online Data. We shall (i) maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of Your Online Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You, (c) access Your Data except as stated below and to provide the Services and prevent or address service or technical problems or at Your request in conjunction with customer support matters or (d) maintain Your Online Data after it is no longer required to provide the contracted Services. You acknowledge and agree that Your Data will be available to third parties such as golf courses and payment services providers. You allow us to access and copy Your Data provided that the portions of Your Data to be copied by us does not include personal identification information, and further provided that we do not provide Your Data to any third party in any format that would enable such third party to identify individuals (individually or collectively) as the basis for the information reported. Subject to such restriction, we may use or provide to third parties anonymous information that is based on Your Data.
3.3 Your Responsibilities.
You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible to maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (iii) be responsible for the accuracy, quality and legality or Your Data and of the means by which you acquire Your Data, (iv) securely manage Your password(s) for access to the Services, (v) use commercially reasonable efforts to prevent password theft or loss or unauthorized access to or use of the Services, (vi) notify Us promptly of any such password theft or loss or unauthorized access or use, (vii) use the Services only in accordance with applicable local, state, provincial, federal and/or international laws and government regulations, (viii) accept all updates to the Services including all tools, utilities, improvements, or general updates to improve and enhance the features and performance of the Services, and (ix) be responsible for procuring and maintaining the network connections that connect Your Users and network to the online portions of the Service including Secure Socket Layer (SSL) protocol, CASL or other protocols accepted by Us and to follow logon procedures or services that support such protocols.
shall not (a) make the Services available to anyone other than Users, (b) sell, resell, lease, timeshare or transfer the Services, (c) use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit and of the following: (1) illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful or harassing, offensive, inappropriate or objectionable information or communications or any kind, including without limitation to conduct that would encourage or constitute and attack or "flaming" others or criminal or civil liability under any local, state, provincial, federal or foreign law, (2) content or data that would falsely represent your identity or qualifications or that constitutes a breach of any individual’s privacy, (3) advertise, solicit or make any other unsolicited communications and (4) disseminate any information, software or content which is not legally yours and may be protected by copyright or other proprietary rights or derivate works without permission from the copyright owner or intellectual property rights owner, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (e) attempt to gain unauthorized access to the Services or their related systems or networks, or (f) attempt to reproduce, duplicate, copy, deconstruct or reverse-engineer the Services.
3.5 Usage Limitations. Services may be subject to other limitations, such as, limits on disk storage space. A connection session is the continuous block of time from the time you log into the Services until the moment you disconnect. In the event that the connection is idle for 15 minutes, we will automatically disconnect the connection. If disconnected, you are free to re-connect immediately to establish a new session.
4.1 You or Your Users shall pay all fees specified. All fees must be paid online and in advance in order to use the Services. We will charge a service fee to Users at our then published rate for use of the Services. Except as otherwise specified, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. Payments to Us are made through a third party. When setting up your tournament you will be provided access to the third party to facilitate payment as will all your Users. You are solely responsible for dealing with such third party with regard to the handling of any funds on Your behalf and on behalf of Your Users.
4.2 Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar government assessments. You are responsible all taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect taxes for which You are responsible, the appropriate amount will be invoiced to and paid by You.
5.1 Reservation of Rights in Services. Subject to the limited rights granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
5.2 Restrictions. You shall not (i) permit any third party to access the Services except as authorized herein, (iii) copy, frame or mirror any part of content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
5.3 Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
6.1 Warranty of Functionality. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with Our guidelines, and (iii) the functionality of the Services will not be materially decreased during a subscription term. Your sole and exclusive remedy for Our breach of this warranty shall be that We shall be required to use commercially reasonable efforts to modify the Services to achieve in all material respects the functionality described in Our Guidelines and if We are unable to restore such functionality, You shall be entitled to terminate the Agreement as provided for below in the Termination Clause. We shall have no obligation with respect to a warranty claim unless notified of such a claim within 5 days of the first instance of any material functionality problem.
6.2 Your Warranties. You warrant that You have validly entered into this Agreement and have the legal power to do so. You further warrant that you have obtained permission to contact and communicate with Users
In no event will We be responsible for any amounts that exceed the amount of fees actually paid by You to Us.
8.1 To the Services. We may make modification to the Services or particular components of the Services from time to time and will use commercially reasonable efforts to notify you of any material modifications. We reserve the right to discontinue offering the Services or particular components of the Services. We will not be liable to You or any third party for any modification or discontinuance of part or all of the Services.
9.1 Term of the Agreement. This Agreement commences when agree by You by checking the box below and continues until all User subscription granted in accordance with this Agreement have expired or are terminated.
9.2 This agreement shall be governed by the laws of the Province of Ontario, Canada and any dispute shall be brought in the City of Toronto Ontario.
