Terms of service for organizersAs of December 20, 2019
1. Acceptance of Terms
The following Terms of Service (this “TOS”) govern all use by you as an Organizer (as defined below) of (a) the Race Roster (legally known as Race Roster US Inc. if your organization is located in the USA, Race Roster Running UK Limited if your organization is located in the United Kingdom, and Race Roster North America Corporation if your organization is located in Canada or elsewhere) websites and domains (including all webpages, subdomains and subparts therein contained, the “Site”), (b) any and all services available on or through the Site or otherwise provided by Race Roster, and (c) all Software (as defined below) (collectively, the “Services”). The Services are owned and/or operated by Race Roster. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Race Roster.
This TOS applies to you and your use of the Services as an Organizer as well as those who you provide with access to your Event such as Timers, Charities or administrative staff. The term “Charity, or Charities” is used to describe and include both charitable and not for profit organizations in this TOS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RACE ROSTER. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY RACE ROSTER. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES.
2. Description of Race Roster
Acting as an agent, Race Roster provides a means for users who are event organizers and planners, including those acting on behalf of Charities (“Organizers” or “you”), to collect Payments (“Payments”) with respect to the sale of entries (including goods and services associated with the entries) for events registered on the Site, and donations made to Charities and causes affiliated with events registered on the Site. Payments may also include service charges (“Service Fees”), from users (“Registrants or Donors”) who want to attend, or make a donation to, such events, Charities, or causes (collectively, the “Services”). Organizers may visit the Site, fill out a questionnaire about their event, including pricing, location, enter inventory, etc., and collect Payments online from Registrants or Donors. Payments are processed through third party Payment Service Providers (collectively “PSP”) or the Race Roster payment processing gateway (the “Gateway”).
Race Roster maintains accounts for all Event Organizers, Registrants, Donors and others invited to administer or view event data, which includes personal data. Thus, Race Roster remains a Controller for all data as provided by a data subject and stored using the Software (as defined below). For Organizers of Events in the EU, Race Roster makes commitments as a Controller, and authorizes data processors (such as Organizers) to use any personal data accessible through the Software in accordance with the Data Processing Addendum found in Schedule 1 of this TOS. When an Organizer, or those who have access to personal data (i.e. Timers, Charities or administrative staff), export personal data from the Software environment, Race Roster is no longer the Controller of such data, and the commitments of a Controller must be adhered to by the exporter of the data.
With respect to Charities using Race Roster for the collection of Donation Payments, Race Roster will provide an electronic copy of all data for accounting and income tax reporting purposes to each Charity. It is the responsibility of each Charity to ensure it has all records required to be compliant with charitable registration and record keeping requirements. Race Roster may, but will not be required to maintain any data or records on behalf of a Charity. The Charity can request a report of all funds received through the Site. The Charity may also request login credentials for an administrative dashboard, which allows for reporting on all donations made, pledge pages created, and receipts issued through the Site. A downloadable mailing list of contact information for all donors and fundraisers and downloadable list of donation information is available to Charity at any time.
Race Roster, as an agent, may also provide automated Charity receipts that are in accordance with all applicable government laws and regulations. Charities wishing to utilize this functionality must ensure receipts are in accordance with all charitable registration and legal reporting requirements. Charities, through the Site, may also re-send replacement receipts to eligible Donors.
3. Your Use of the Services
3.1 The Services.
Race Roster hereby grants you a non-exclusive, non-transferable, limited, revocable, non-sublicensable right to access and use the Services solely for the purposes of creating an event page with respect to, and promoting, managing, tracking, and collecting Registration and Donation Payments for an event or cause that you have registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, or commercial purposes (except for the limited commercial purpose of selling event entries through the Site as an Organizer in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (v) engage in any activity that interferes with or disrupts the Services.
If you use any Software in connection with the Services, Race Roster hereby grants you a personal, non-transferable, non-sublicensable, revocable, limited, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS, applicable laws including privacy and anti-spam laws, and the written instructions/directions (if any) provided by Race Roster in conjunction with the Software. For purposes of this TOS, “Software” shall mean any and all software that is available on or through the Site or otherwise provided by Race Roster, including without limitation future mobile applications. For clarity, the Software will be deemed a part of the Services hereunder. You shall also be responsible for using the Software in a manner that complies with all federal, state, provincial and local laws and the rules and regulations of all credit card companies.
Race Roster has engaged the services of Salesforce® to process data for the purpose of making it useful to you for marketing, reporting, analytical and other various applications. Race Roster is not affiliated with Salesforce, and we are not responsible in any way for the actions or performance (or lack thereof) of Salesforce. Any use of Salesforce is solely at your own risk. Accordingly, Race Roster expressly disclaims responsibility and liability for all services provided by Salesforce, and you hereby agree that Race Roster shall not be responsible for any loss or damage of any sort incurred as a result of using such services.
3.3 Service Fees
Race Roster charges Service Fees on each registration, purchase, and donation Payment that is processed on the Site. The Service Fee is used by Race Roster to cover merchant fees, merchant gateway fees, technology, and related costs. The Service Fee amount charged is determined by Race Roster in its sole discretion. In the event a Donor opts to cover the Service Fee on a Donation, the Donation amount will be increased to include the Service Fee, which will then be deducted from the Payment due to the Charity.
Organizers will use our designated credit card processing (“CCP”) process, which requires the use of the Gateway for the collection of information to process the Payments.
4.2 Credit Card Processing.
(a) Gateway; Payment Process. Race Roster will act as Organizer’s agent to collect Payments on behalf of the Organizer from Registrants and Donors. Race Roster will deduct all applicable Services Fees from the Payments collected by Race Roster, and then pass the remainder along to the Organizer, per the timeline selected during the Event setup process, for the event to which the Payments correspond (either by mailing a cheque or through an electronic funds transfer, depending on the option the Organizer has chosen through using the Site, to the address or account, respectively, that the Organizer accurately designates on the Site), provided that Race Roster reserves the right to withhold funds from remittances (i) at any time as Race Roster determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. Organizer agrees that all Payments for a given event are earned by Organizer only following conclusion of the applicable event and all Payments ultimately due will be net of all Service Fees, refunds, disputed charges, chargebacks and other deductions, whether due to customer complaints, allegations of fraud, discrepancies related to the applicable event or otherwise. No payments shall be made to an Organizer from Race Roster with respect to any event that is cancelled regardless of the reason for the cancellation. If payments have already been made by Race Roster to an Organizer for a cancelled event, such Organizer will immediately refund to Race Roster all such payments upon cancellation of such event. All sales, fees, charges, and funds are payable in US or Canadian Dollars, or other foreign currencies accepted by Race Roster, as determined by Race Roster, in their sole discretion. If Organizer selects a foreign currency option accepted by Race Roster, Race Roster will use commercially reasonable efforts to collect and disburse the funds in the foreign currency selected by Organizer.
For clarity sake, when acting as an agent for Charities, Race Roster may direct Donation Payments to the Charity, or to the Event Organizer, less Service Fees and applicable taxes. Race Roster assumes no liability with respect to the operations of the Charity, or the relationship between the Event Organizer and the Charity, or the transfer of funds from the Event Organizer to the Charity.
ORGANIZER AGREES THAT ANY TRANSFER BY RACE ROSTER OF PAYMENTS TO ORGANIZER PRIOR TO THE FIFTH (5TH) BUSINESS DAY AFTER THE END DATE OF THE APPLICABLE EVENT ARE MADE IN TRUST TO THE ORGANIZER AND ARE ADVANCES OF AMOUNTS THAT MAY BECOME DUE TO ORGANIZER UNDER THIS TOS AND THAT RACE ROSTER MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND ORGANIZER HEREBY REPRESENTS AND WARRANTS THAT HE/SHE SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO RACE ROSTER SUCH ADVANCE OR ANY PORTION THEREOF DEMANDED BY RACE ROSTER, WITHOUT REDUCTION, ABATEMENT OR SET OFF.
(b) Refunds. (i), It is the responsibility of the Organizer to communicate its refund policy to Registrants and Donors and to issue refunds to Registrants and Donors via the Site. An Organizer shall ensure that its refund policy is consistent with the terms of this TOS and the payment and refund mechanics of the Site. The Site permits an Organizer to issue refunds to Registrants, provided the refund is issued by Organizer before ninety-six (96) hours after the end date of an event and within six (6) months after the transaction date for the underlying entry purchase. Refunds issued following such period will not be processed through the Site, unless otherwise agreed to by Race Roster in its sole discretion. Subject to the foregoing, refunds issued by an Organizer will be processed within thirty (30) days after Organizer instructs the issuance of the refunds via the Site. Race Roster is available for communications and disputes regarding refunds for Registrants and Organizers. In the event the funds for a specified payment period have already been disbursed to an Organizer, Race Roster can facilitate communication with the Organizer. In the event of an error in issuing refunds, or lack of refunds in connection with the use of the CCP option Race Roster in its sole discretion will decide the resolution.
(ii) Notwithstanding the foregoing, you acknowledge and agree that Race Roster shall have the right to force a refund of any or all Payments at any time for any reason or no reason, including without limitation if Race Roster receives complaints from a substantial number (as determined by Race Roster in its sole discretion) of Registrants or Donors with respect to the applicable event or another event held by Organizer, or Race Roster determines in its sole discretion that Organizer has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Registrant or Donor request a refund, whether due to a cancelled event or for any other reason where Race Roster would reasonably expect to lose a chargeback, Race Roster may, in its sole discretion, issue such refund to such Registrant and Donor, and Organizer shall then owe the amount of such refund to Race Roster.
(c) Credit Card Chargebacks. Any credit card chargebacks initiated by a Registrant or Donor for any reason with respect to an event shall be charged back to the Organizer of such event. All communications and disputes regarding chargebacks are between the Organizer and Registrant or Donor, and Race Roster will not be responsible or liable in any way for chargebacks, and Organizer hereby agrees to fully indemnify Race Roster and its affiliates for chargebacks issued in the course of the use of the Site.
4.3 Non-Exclusive Remedies.
(a) Payment. In the event any amounts are owed by Organizer to Race Roster under this TOS or otherwise, Race Roster may, without limiting its other rights and remedies, (i) deduct such amounts from Organizer’s outstanding balance, whether for that particular event or for any other event that Organizer lists through the Services; and/or (ii) send an invoice to Organizer for such amounts to the extent Organizer’s outstanding balance is insufficient to cover these costs, in which case Organizer shall pay Race Roster such invoiced amounts within thirty (30) days after the date of the invoice. In addition, Organizer hereby agrees and authorizes Race Roster to initiate an electronic funds transfer to debit the amounts owed from any of Organizer’s bank accounts to which Event Registration Fees have been sent. If payment for any amounts due to Race Roster hereunder are not made by Organizer when due, Race Roster reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Organizer’s registration for the Services (including any and all accounts that Organizer may have) and to cancel all other events listed by Organizer.
(b) Confirmation. Upon receipt of a credit card authorization from each individual Payment, Race Roster generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all entry commitments that have been confirmed by Race Roster through the Services, and it is your responsibility to verify the Registrant’s membership status, confirmation number and/or any event restrictions prior to the subject event.
(c) Taxes; Withholding. You are responsible for (and will indemnify Race Roster and its affiliates against) all taxes associated with your sale of entries through the Services (excepting taxes based on Race Roster’s net income), which amounts may be withheld from payments due to you or invoiced to you. In addition, if in a given calendar year Race Roster processes transactions for your account (i) for more than $20,000 in gross sales and (ii) in more than 200 order transactions, Race Roster is required to report those transactions to the Country of origin’s respective revenue agency, along with your name, address and Tax Identification Number. Race Roster will contact you during the year for this information if you meet these thresholds and you agree to immediately provide all requested information.
Race Roster reserves the right to withhold the payment of any amounts owed to you hereunder if (i) Race Roster suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or (ii) Race Roster is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by Race Roster).
(d) Rules for All Payments. Race Roster has engaged the services of certain third party payment services providers to process payment transactions on the Site. These companies manage the routing of applicable information through the credit card and electronic check processing networks, as applicable. Race Roster is not affiliated with any of these companies, and we are not responsible in any way for the actions or performance (or lack thereof) of such parties. Accordingly, Race Roster expressly disclaims responsibility and liability for all services provided by third party payment services providers, including those related to payment transactions, and you hereby agree that Race Roster shall not be responsible for any loss or damage of any sort incurred as a result of any such services.
5. Your Registration Obligations; Age Requirement
To be a registered user of the Services as an Organizer you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (the “Account Data”) and (b) maintain and promptly update the Account Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Race Roster has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Race Roster has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). Notwithstanding anything herein to the contrary, Race Roster may also terminate or suspend your account at any time, for any reason, or for no reason.
6. Account, Password and Security
As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify Race Roster of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you log out from your account at the end of each session. Race Roster cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to, or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that Race Roster shall be the sole arbiter of such dispute in its sole discretion and that Race Roster’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7.1 Site Content
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, “Content”), contained in or delivered via the Services or otherwise made available by Race Roster in connection with the Services (collectively, “Site Content”) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Race Roster may own the Site Content or portions of the Site Content may be made available to Race Roster through arrangements with third parties. Except as expressly authorized by Race Roster in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. However, you may print or download a reasonable number of copies of the Site Content for your own informational purposes, provided that you retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of Race Roster. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
7.2 Your Content
You acknowledge and agree that if you contribute, provide or make available any Content to the Site (“Your Content”) as an Organizer, you hereby grant to Race Roster a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, events must be accurately and truthfully described when Organizer submits event information to the Site. If Race Roster determines, in its sole discretion, that Organizer misrepresented an event or otherwise does not comply with this TOS, Race Roster will have the right to cancel the relevant event (and all other events listed on the Site) and issue a refund to all Registrants. Race Roster reserves the right to remove any of Your Content from the Site at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to Your Content) or no reason. In addition, you agree that Race Roster may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of Race Roster both on the Site and in marketing and promotional materials.
Charities agree to the use of their names and logos on the Site to fulfill the requirements of the Site. The Charity name and logo may be displayed on individual fundraising pages, which are viewable by the public.
8.1 Certain Restrictions
You understand that you are liable for Your Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Registrants and other users of the Services. You agree not to use the Services to upload, post, email, transmit or otherwise make available any Content that:
- is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- harms minors in any way;
- facilitates gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes conducted in a manner agreed to by Race Roster;
- impersonates any person or entity, including, but not limited to, a Race Roster representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forges headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- you do not have a right to share and grant the necessary rights and licenses for;
- infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
- relates to the sale or provision of goods and services other than the sale or provision of entries and registrations to events listed on the Site and other goods and services being sold or provided in conjunction with such events;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by Race Roster;
- interferes with or disrupts the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services; or
- intentionally or unintentionally violate any applicable law or regulation (foreign or domestic).
8.2 Certain Remedial Rights.
You acknowledge that Race Roster does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that Race Roster and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of Your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that Race Roster may preserve Your Content and may also disclose Your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of Your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of Race Roster, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Race Roster may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].raceroster.com). All such sub-domains are the sole property of Race Roster. In the event Race Roster provides you with a sub-domain, your right to use such sub-domain may be terminated by Race Roster at any time (with or without notice) for any reason or no reason.
The following terms and conditions describe the terms and conditions of Race Roster’s referral programs.
10.1 Registrant Referral Software
Race Roster makes available Software via the Services that makes it possible for Organizers to offer third parties (“Referrers”) a bonus in exchange for referring Registrants to their event(s) (“Referral Software”). Race Roster will make a good faith effort to provide information and instructions as necessary to use the Referral Software correctly. If you use the Referral Software in any capacity, you will comply with all such instructions. These instructions can be found on your Organizer dashboard under Event Settings > Referral Settings. For clarity, the Referral Software shall be deemed part of the “Software” and “Services” hereunder. Your use of the Referral Software is also subject to your acknowledgement and acceptance of the following terms and conditions: (a) Race Roster is neither a party to any agreements (actual or implied) entered into by Organizers and Referrers, nor is it an agent, employee, partner or other representative of Organizers or Referrers. Race Roster has no responsibility for any failure or alleged failure of performance of any Organizer or Referrer to each other or to any third party; and (b) Race Roster does not screen or investigate in any way the users of the Services to determine their ability or willingness to perform the obligations that may be undertaken pursuant to this Registrant referral program. Race Roster makes no representations or warranties and gives no assurances that any Organizer or any Registrant Referrer will perform under the Registrant referrer program (c) Race Roster facilitates the payment of funds to registrant referrers (d) Race Roster assumes no liability arising from the use or misuse of the Referral Software, or in the event that the Referral Software fails to operate as expected, even if such failure results in the loss of data or in the misrepresentation of data necessary for the Organizers and Registrant Referrers to fulfill commitments entered into using the Referral Software.
11. Additional Services
Race Roster may, upon request, and for such fees as Race Roster may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation leasing entry scanning and other equipment, providing consultants and staffers to assist you on the date of your event, and providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to this TOS, Race Roster Equipment Lease Agreement, and/or other written agreement between you and an authorized officer of Race Roster, and shall set forth the Service Fees and the other terms and conditions relating to such additional services. As a condition to the lease of any equipment, you shall enter into a separate Race Roster equipment lease agreement.
You agree to defend, indemnify and hold Race Roster, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable lawyer’s and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) due to or arising out of: your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your event(s); your acts and omissions; and/or your violation of this TOS. Race Roster shall provide notice to you of any such Claim, provided that the failure or delay by Race Roster in providing such notice shall not limit your obligations hereunder. Race Roster reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting Race Roster’s defense of such matter.
13. Service Modifications/Suspensions
Race Roster reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. Race Roster will not be responsible to you for a refund, in whole or part, of any fees, including any Service Fees for any reason, except in the situation where an error was made by Race Roster. Race Roster will decide if an error has occurred in its sole discretion. You agree that Race Roster shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
Race Roster, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due Race Roster, or if Race Roster believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Race Roster may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that Race Roster shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because Race Roster has no control over such websites and resources, you acknowledge and agree that Race Roster is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that Race Roster shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
16. Disclaimer of Warranties
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RACE ROSTER HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. RACE ROSTER MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. RACE ROSTER IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, REGISTRANT, DONOR, OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND RACE ROSTER WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT RACE ROSTER HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS’ (INCLUDING REGISTRANTS’, OTHER NON-ORGANIZERS’ AND ORGANIZERS’) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING REGISTRANTS AND ORGANIZERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, RACE ROSTER IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY PSP SERVICE), AND RACE ROSTER HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Registrants, other non-Organizers, Organizers and/or third parties in connection with the Site or any Services to Race Roster. Race Roster, in its sole discretion, may investigate the claim and take necessary action.
17. Limitation of Liability
RACE ROSTER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF RACE ROSTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF CAD $100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN ORGANIZER WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND RACE ROSTER’S REASONABLE CONTROL. RACE ROSTER SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE RACE ROSTER, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZERS, REGISTRANTS, AND OTHER NON-ORGANIZERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR EVENT.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE ANY APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Notices to you may be made via either email or regular mail to the address in Race Roster’s records. You agree that by using the Site or the Services you consent to Race Roster communicating with you electronically. You are entitled to revoke such consent at any time. We may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Site. Any notice from you to us shall be sent in writing to our mailing address at: Race Roster/Race Roster North America Corp., 186 York St London Ontario, Canada N6A 1B5 Attn: Corporate Counsel.
21. Trademark Information; Copyright; Intellectual Property Complaints
The trademarks and logos of Race Roster (the “Race Roster Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks of Race Roster. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with Race Roster Trademarks, the “Trademarks”). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Race Roster specific for each such use. The Trademarks may not be used to disparage Race Roster, any third party or Race Roster’s or third party’s products or services, or in any manner (in Race Roster’s sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Race Roster approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Race Roster Trademark shall inure to Race Roster’s benefit.
Except as otherwise expressly stated, all Content appearing on this Site is the copyrighted work of either Race Roster or its third party content suppliers or users. The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of Race Roster. Except as otherwise expressly stated herein or as expressly permitted, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or content obtained from this Site, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Race Roster, or any applicable third-party suppliers or users. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Race Roster. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Race Roster does not warrant nor represent that your use of any Content displayed on the Site will not infringe rights of third parties.
Intellectual Property Complaints. Race Roster respects the intellectual property rights of others and expects those that visit the Site or use the Services do the same. If you believe that your work has been used on the Site in any manner that constitutes infringement, please notify us at firstname.lastname@example.org. The notice should include the following information:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright allegedly infringed;
- A description of the work you claim has been infringed, including a copy of the work or the web page address where the work may be found;
- Identification of the location on the Company Platform of the material you claim has been infringed, or the link or reference to another website that contains the material you claim has been infringed;
- Your name, address, telephone number and email address;
- A statement by you that you have a good faith belief that the disputed use of the material at issue is not authorized by the owner, the agent of the owner or the law; and
- A statement by you that the information in this notification is accurate and a statement, under penalty of perjury, that you are the owner of the material allegedly infringed or authorized to act on the owner’s behalf.
22.1 Entire Agreement.
This TOS constitutes the entire agreement between you and Race Roster and governs your use of the Services as an Organizer, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Race Roster on the subject matter hereof, other than any written Addendum Agreement, if applicable, between you and an authorized officer of Race Roster relating to a specified event or events. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content or third party software or the Services in a manner other than as governed by this TOS.
22.2 Choice of Law and Jurisdiction; No Class Action.
This TOS and your access to and use of this Site are governed by and construed in accordance with the laws of the Province of Ontario and the Country of Canada, without resort to its conflict of law provisions. You agree that any action at law or in equity arising or in any way relating to these TOS shall be filed only in the courts located in Ontario, Canada, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding.
YOU AND RACE ROSTER AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR RACE ROSTER WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION OR A COLLECTIVE ACTION. YOU AND RACE ROSTER FURTHER AGREE THAT NO PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, RACE ROSTER, AND ALL PARTIES TO ANY SUCH PROCEEDING.
22.3 Waiver; Invalid Provisions.
The failure or delay of Race Roster to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.
22.4 Time to File Claim.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
The section titles in this TOS are for convenience only and have no legal or contractual effect.
Please report any violations of this TOS by email to email@example.com.
22.7 Force Majeure.
Race Roster shall not be liable for any failure or delay in performance due in whole or in part to any cause beyond our reasonable control, or the reasonable control of our contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
SCHEDULE 1 – DATA PROCESSING ADDENDUM FOR EU EVENT ORGANIZERS
1. Subject matter of this Data Processing Agreement
1.1. This Data Processing Addendum applies to the processing of personal data that is subject to EU Data Protection Law due to the services provided under the Race Roster Terms of Service for Event Organizers/Data Processors (hereinafter to be referred to as the “Service Agreement”).
1.2. The term EU Data Protection Law shall mean Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
1.4. Insofar as the Data Processor will be processing Personal Data subject to EU Data Protection Law, the terms of this Data Processing Addendum shall apply.
2. The Data Controller and the Data Processor
2.1. The Data Controller determines the amount and type of Personal Data that is accessible or processed by the Data Processor. The Data Processor will process the Personal Data only as set forth in the Service Agreement.
2.2. In the event that certain processing of Personal Data by the Data Processor is required due to a legal obligation, the Data Processor shall inform the Data Controller of that legal requirement before processing, unless that law explicitly prohibits the furnishing of such information to the Data Controller. The Data Processor shall never process the Personal Data in a manner inconsistent with the EU Data Protection Law.
2.3. The Data Controller and the Data Processors (the “Parties”) have entered into a Service Agreement in order to benefit from the expertise of the Controller in securing the Personal Data for the purposes set out in the Service Agreement. The Data Processor shall be allowed to exercise its own discretion in the selection and use of such means as it considers necessary to pursue those purposes, subject to the requirements of this Data Processing Addendum.
2.4. Data Controller warrants that it has all necessary rights to provide the Personal Data to Data Processor for the processing to be performed in relation to the Services. To the extent required by EU Data Protection Law, Data Controller is responsible for ensuring that any necessary data subject consents to this processing are obtained, and for ensuring that a record of such consents is maintained. Should such a consent be revoked by the data subject, Data Controller is responsible for communicating the fact of such revocation to the Data Processor, and Data Processor remains responsible for implementing any Data Controller instruction with respect to the further processing of that Personal Data.
3.1. Without prejudice to any existing contractual arrangements between the Parties, the Data Processor shall inform all its employees, agents and/or approved sub-processors engaged in processing the Personal Data of the confidential nature of the Personal Data. The Data Processor shall ensure that all such persons or parties have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.
4.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, without prejudice to any other security standards agreed upon by the Parties, the Data Controller and Data Processor shall implement appropriate technical and organizational measures to ensure a level of security of the processing of Personal Data appropriate to the risk. These measures shall include as appropriate:
- measures to ensure that the Personal Data can be accessed only by authorized personnel for the purposes of fulfilling the Service Agreement;
- in assessing the appropriate level of security, account shall be taken in particular of all the risks that are presented by processing, for example from accidental or unlawful destruction, loss, or alteration, unauthorized or unlawful storage, processing, access or disclosure of Personal Data;
- the pseudonymisation and encryption of personal data;
- the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
- the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
- a process for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing of Personal Data; and
- measures to identify vulnerabilities with regard to the processing of Personal Data in systems used to provide services to the Data Controller.
4.2. The Data Processor shall at all times have in place an appropriate written security policy with respect to the processing of Personal Data, outlining in any case the measures set forth in Section 4.1.
4.3. At the request of the Data Controller, the Data Processor shall demonstrate the measures it has taken pursuant to this Section 4 and shall allow the Data Controller to audit and test such measures. The Data Controller shall be entitled on giving at least 14 days’ notice to the Data Processor to carry out, or have carried out by a third party who has entered into a confidentiality agreement with the Data Processor, audits of the Data Processor´s premises and operations as these relate to the Personal Data. The Data Processor shall cooperate with such audits carried out by or on behalf of the Data Controller and shall grant the Data Controller´s auditors reasonable access to any premises and devices involved with the processing of the Personal Data. The Data Processor shall provide the Data Controller and/or the Data Controller´s auditors with access to any information relating to the processing of the Personal Data as may be reasonably required by the Data Controller to ascertain the Data Processor´s compliance with this Data Processing Addendum.
5. Improvements to Security
5.1. The Parties acknowledge that security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. The Data Processor will therefore evaluate the measures as implemented in accordance with Section 4 on an on-going basis and will tighten, supplement and improve these measures in order to maintain compliance with the requirements set out in Section 4.
5.2. Where an amendment to this Data Processing Addendum is necessary in order to execute an additional Data Controller instruction to the Data Processor, or to improve security measures as may be required by changes in EU Data Protection Law or by data protection authorities of competent jurisdiction from time to time, the Parties shall negotiate any such amendment in good faith.
6. Data Transfers
6.1. The Data Processor shall immediately notify the Data Controller of any (planned) permanent or temporary transfers of Personal Data to a country outside of the European Economic Area, other than those who have been deemed adequate by the EU Commission under the EU Data Protection Directive 95/46/EC or who comply with the EU-U.S. Privacy Shield Framework as set forth by the U.S. Department of Commerce.
7. Information Obligations and Incident Management
7.1. When the Data Processor becomes aware of an incident that impacts the processing of the Personal Data that is the subject of the Services Agreement, it shall promptly notify the Data Controller about the incident, shall at all times cooperate with the Data Controller, and shall follow the Data Controller’s instructions with regard to such incidents, in order to enable the Data Controller to formulate a correct response, and to take suitable further steps in respect of the incident.
7.2. The term “incident” used in Section 7.1 shall be understood to mean in any case:
- a complaint or a request with respect to the exercise of a data subject’s rights under EU Data Protection Law;
- an investigation into or seizure of Personal Data by government officials, or a specific indication that such an investigation or seizure is imminent;
- any unauthorized or accidental access, processing, deletion, loss or any form of unlawful processing of the Personal Data;
- any breach of the security and/or confidentiality as set out in Sections 3 and 4 of this Data Processing Addendum leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Personal Data, or any indication of such breach having taken place or being about to take place; or
- where, in the opinion of the Data Processor, implementing an instruction received from the Data Controller would violate applicable laws to which the Data Controller or the Data Processor are subject.
7.3. The Data Processor shall at all times have in place written procedures which enable it to promptly respond to the Data Controller about an incident. Where the incident is reasonably likely to require a data breach notification by the Data Controller under the EU Data Protection Law, the Data Processor shall implement its written procedures in such a way that it is in a position to notify the Data Controller no later than 24 hours of having become aware of such an incident.
7.4. Any notifications made to the Data Controller pursuant to this Section 7 shall be addressed to the Data Controller and shall contain:
- a description of the nature of the incident, including where possible the categories and approximate number of data subjects concerned and the categories and approximate number of Personal Data records concerned;
- the name and contact details of the Data Processor’s data protection officer or another contact point where more information can be obtained;
- a description of the likely consequences of the incident; and
- a description of the measures taken or proposed to be taken by the Data Processor to address the incident including, where appropriate, measures to mitigate its possible adverse effects.
8. Contracting with Sub-Processors
8.1. Any third parties (sub-processors) that process Personal Data on behalf of the Data Controller or the Data Processor must adhere to the same obligations as set out in this Addendum. A general authorization to engage third parties in connection with the Services and to continue to use such sub-processors is hereby granted provided such sub-processors are confirmed to meet the requirements of the EU Data Protection Law.
8.2. Notwithstanding any authorization by the Data Controller within the meaning of the preceding paragraph, the Data Processor shall remain fully liable vis-à-vis the Data Controller for the performance of any such sub-processor that fails to fulfil its data protection obligations.
8.3. The Data Processor shall ensure that the sub-processor is bound by the same data protection obligations of the Data Processor under this Data Processing Addendum, shall supervise compliance thereof, and must in particular impose on its sub-processors the obligation to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of EU Data Protection Law.
8.4. The Data Controller may request that the Data Processor audit a third party sub-processor or provide confirmation that such an audit has occurred (or, where available, obtain or assist the Data Controller in obtaining a third party audit report concerning the sub-processor’s operations) to ensure compliance with its obligations imposed by this Addendum.
9. Returning or Destruction of Personal Data
9.1. Upon termination of the Service Agreement, or upon fulfillment of all purposes agreed in the context of the Services whereby no further processing is required, the Data Processor shall no longer have access to Personal Data using the Race Roster Software.
9.2. The Data Processor shall notify all third parties supporting its own processing of the Personal Data of the termination of the Services and shall ensure that all such third parties understand that they shall no longer have access to Personal Data using the Race Roster Software.
10. Assistance to Data Controller
10.1. The Data Processor shall assist the Data Controller by instituting appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Data Controller’s obligation to respond to requests for exercising the data subject’s rights under the GDPR.
10.2. The Data Processor shall make available to the Data Controller all information necessary to demonstrate compliance with the Data Processor’s obligations and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller.
11.1. The Data Processor indemnifies the Data Controller and holds the Data Controller harmless against all claims, actions, third party claims, losses, damages and expenses incurred by the Data Controller and arising directly or indirectly out of or in connection with a breach of this Data Processing Addendum and/or the EU Data Protection Law by the Data Processor.
11.2. The Data Controller indemnifies the Data Processor and holds the Data Process harmless against all claims, actions, third party claims, losses, damages and expenses incurred by the Data Processor and arising directly or indirectly out of or in connection with a breach of this Data Processing Addendum and/or the EU Data Protection Law by the Data Controller.