Terms and Conditions

 

TERMS AND CONDITIONS
These terms and conditions govern your access to and use of this website and various online tools and services that Reason2Race makes available to donors, fundraisers, nonprofits, and all others users of the Reason2Race service, collectively called Users of the Reason2Race service (the Service).

1. RESPONSIBILITIES
(a) Your Responsibilities. In accordance with terms and conditions contained herein, by accessing the Service, you agree to be bound by the terms and conditions set forth herein. We may revise or modify these terms and conditions by posting the revised terms and conditions through a link on our website. While we will endeavor to provide notice to you of any changes to the pricing or other financial terms of these terms and conditions, whether or not we provide notice to you, you will be bound by the revised terms and conditions for all subsequent uses of this Service after such modifications have been made. If you do not agree to any of the terms and conditions set forth herein, you may not use this Service.

(b) Reason2Race Responsibilities to Users. In accordance with terms and conditions contained herein, if you are a User, Reason2Race will perform, and you authorize Reason2Race to provide as your agent and on your behalf, the following services (the Services). Reason2Race will (i) be paid and process online donations made by individuals or donors through the Reason2Race Service; (ii) hold the funds received through online donations; (iii) remit funds to the designated nonprofit, less a service fee of 6.5% of online donations collected via the Reason2Race Service; (iv) send a thank you email and transaction receipt to donors. Reason2Race will make available to nonprofit Users (i.e., an individual authorized by a nonprofit organization whose supporters use the website to raise money for such organization), online reports identifying, where available, the name, address, email and transaction accounting details of the individuals or entities that have made online donations to their organization along with amount of the online donation. These above mentioned fees are inclusive of all credit card processing and banking fees; these fees are subject to change at any time at the discretion of Reason2Race.

(c) Reason2Race User Accounts. We make this Service available for use by the general public and nonprofit Users, subject to these terms and conditions. When you use this Service for any purpose, you will be asked for your name, address, email address, and other information to identify yourself or your organization and you will be given the option to create a Reason2Race account. In order to access and use the Service aside from making a donation, you must complete the account creation process. Access to and use of password-protected and secure areas is restricted to Users who have created an account. Any attempt to access restricted areas without authorization is prohibited. When you create an account with Reason2Race, you will need to choose a password to access the Reason2Race Service. You are responsible for maintaining the confidentiality of your password. Keep your password in a secure place and do not allow any unauthorized persons access to your password. If you become aware of any unauthorized use of your password or other security breach, notify Reason2Race immediately.

2. PAYMENTS; TAXES.
Donors will pay the online donations by credit card to Reason2Race. The fees deducted from the online donations pursuant to Section 1(b)(iii) will be paid to Reason2Race at the time of the transaction. Payment frequency to the designated nonprofit organization will be determined by and at the sole discretion of Reason2Race. Nonprofit Users will be responsible for taxes based on its net income or gross receipts.

3. Donations to Nonprofits; Our fees
If you are a fundraiser or donor, you are solely responsible for ensuring that you have selected the correct organization for whom to fundraise or to whom to make a donation. All donations to nonprofits are made as unrestricted gifts and may not be specified for any particular purpose. The donation amounts to the nonprofit designated by you are charged on your credit card and paid to, and processed by, Reason2Race on the nonprofit organization’s behalf. Any payments of donations are final and non-refundable. The donations will be held until such time as Reason2Race forwards the donations to the nonprofit. Reason2Race forwards donations to the nonprofit at intervals as determined by Reason2Race. It is as frequently as weekly but no less frequently than quarterly. Your donations to the nonprofit designated by you will be net of fees as designated in Section 1(b)(iii). This fee structure is subject to change from time to time at the sole discretion of Reason2Race. Users agree not to use an invalid or unauthorized credit card in making transactions on the Reason2Race website. Once a donation is made, the transaction is final and not subject to dispute unless unauthorized use of the donor’s payment card is proven. If you become aware of fraudulent use of your card, or if it is lost or stolen, you must notify your card provider in accordance with its reporting rules.

4. INFORMATION ON WEBSITE. Any information, ideas or opinions posted by Users of the Reason2Race Service do not necessarily reflect our views. We do not assume responsibility for the accuracy of any information, ideas or opinions posted by Users and are not liable for any claims, damages or losses resulting from such information, ideas or opinions. If you post any information, materials or other content on our website, you authorize us to use and publish such materials in any manner we choose and without any obligation to compensate you or anyone else. When posting any information, materials or content you agree that you will not: (a) Harass, defame, intimidate or threaten another User; (b) Interfere with another User’s rights to privacy; (c) Post any material that is defamatory (i.e., disparaging to the reputation of an individual or business); (d) Post any material that is obscene, offensive or indecent; (e) Post any trademarks, logos, copyrighted material or other intellectual property without the authorization of the owner; (f) Operate, conduct, or promote, directly or indirectly, raffles, lotteries or other similar gaming activities, whether for charitable purposes or otherwise; (g) Post any materials that may damage the operation of a computer (such as a virus, worm or Trojan horse); or (h) Advertise or sell any goods or services.

5. PARTNER SERVICES
Our website may provide links to third-party websites or services and may link you automatically to sponsors’ or third party’s websites or services. We provide such links solely for the convenience of our Users. We do not review or endorse, and are not responsible for, any content, advertising, products, services or other materials on or available from such websites or services. You assume full responsibility for your use of third-party websites or services.

6. PROPRIETARY RIGHTS
(a) Trademarked Material. You own all your marks provided by you in connection with your use of this Service (collectively, “Your Materials”). You hereby grant to Reason2Race a nonexclusive, royalty-free transferable, fully paid-up world-wide license to use, copy, display, transmit, publish and distribute Your Materials for the sole purpose of providing the services described in these terms and conditions. Without limiting the generality of the foregoing, you authorize Reason2Race to include your name and logo in a press release, case studies or other announcements and on the Reason2Race website. Reason2Race obtains no other right, title or interest in Your Materials except as set forth herein.

(b) Reason2Race Material. Reason2Race and its licensors shall retain all intellectual property rights of the software, tools, designs, documentation, data and any other material developed or provided by Reason2Race pursuant to these terms and conditions, including but not limited to the Services and any data, text, pictures, sound, graphics, logos, marks, symbols, video, visual, oral or other digital material and any other content of any description, provided by Reason2Race pursuant hereto.

7. TRADEMARKS. The name Reason2Race, the Reason2Race logo and any other product and service names that we may present on the website from time to time may not be used in connection with any product or service that is not Reason2Race’s, nor in any manner that is likely to cause confusion, or in any way that may disparage or discredit Reason2Race. Other trademarks, service marks or logos that appear on the website or anywhere in the Reason2Race Service is rendered, in particular (but not exclusively) those of nonprofits registered with Reason2Race are the property of their respective owners and are likely to be registered trademarks and subject to restrictions as to their use. They must not be used without the express permission of both Reason2Race and the trademark owner.

8. COPYRIGHT. All content on this website is owned by Reason2Race, the nonprofits registered with Reason2Race, or other original providers, and is protected by applicable intellectual property and proprietary rights and laws. You may copy such content for your own personal, non-commercial use provided you do not alter it or remove any copyright, trademark, or other proprietary notice. No other use of the Services’ content is permitted without the express prior permission of Reason2Race, and, where applicable, the copyright holder.

9. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS. Use of this Service is at your sole risk. Reason2Race provides the tools, the website, and the services on an “As Is”, “As Available” basis. Each party represents and warrants that it shall perform its obligations in a manner that complies with the applicable federal, state and local laws, regulations, ordinances and codes (including identifying and procuring required registrations, certificates and approvals and posting of any necessary bonds). Without limiting the generality of the foregoing, you further warrant that you own or otherwise have sufficient rights to grant the licenses granted hereunder to Your Materials, have collected Your Materials in compliance with all applicable laws, rules, and regulations (including any infringement or misappropriation of U.S. patent, copyright, trademark or trade secret); and that the use and provision of Your Materials as contemplated herein will not infringe upon any intellectual property, privacy or other rights of any third party. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. To the extent permitted by law, Reason2Race expressly disclaims any and all such other warranties. Reason2Race makes no representation as to whether all or any portion of the online donations are tax deductible. Reason2Race will have no liability for any claim by any federal or state tax authority with respect to the characterization by you or any User on each of the applicable federal and state tax returns.

10. INDEMNIFICATION.
(a) Indemnity by Reason2Race. Reason2Race agrees to indemnify, defend and hold harmless you and (if applicable) your officers, directors, employees, agents, successors and assigns, from any and all losses arising from any third party claim, action or proceeding alleging that the services hereunder or the Reason2Race materials violate or infringe the intellectual property rights of such third party.

(b) Your Indemnity. You agree to indemnify, defend and hold harmless Reason2Race and its officers, directors, employees, agents, successors and assigns, from any and all losses arising from any third party claim, action or proceeding alleging (A) that Your Materials or the use thereof by Reason2Race or donors, (i) violates or infringes the intellectual property rights of any third party, or (ii) constitutes, or contains material that constitutes, libel, defamation or an invasion of privacy or (B) fraud or misrepresentation by you in connection with your status as a nonprofit entity.

(c) Procedures. A party seeking indemnification hereunder (the “indemnitee”) shall promptly notify the other party (the “indemnitor”) upon receipt of notice of the commencement or threatened commencement of any action or proceeding that may be subject to indemnification hereunder. The indemnitor shall have sole control over the defense and settlement of such claim; provided that the indemnitee (a) shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to assist in the handling of such claim and (b) shall reasonably cooperate with indemnitor in the defense or settlement of such claim.

11. LIMITATIONS ON LIABILITY Reason2Race’s liability to you for any recoverable losses or damages arising under or in connection with these terms and conditions and your use of this Service shall be limited, to extent applicable, to (i) the actual direct damages incurred by you, in an amount not to exceed the total revenue received by Reason2Race resulting from your use of the Service provided hereunder during the most recently preceding 12-month period, or (ii) your discontinuance of any further use of such items or the Service. Reason2Race shall not be liable for: (i) damages caused by your failure to perform your responsibilities; (ii) claims or demands of third parties (other than those third party claims covered by Section 10); or (iii) any lost or corrupted data, any lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, exemplary or punitive damages, even if Reason2Race has been advised of the possibility of such damages. The foregoing limitations shall not apply to: (i) the payment of settlements, costs, damages and legal fees; or (ii) your obligation to pay amounts owed as compensation for the services hereunder. Notwithstanding the foregoing, to the maximum extent permitted by law, Reason2Race disclaims liability for any loss or damages, whether direct, indirect, special, incidental, or consequential (even if Reason2Race has been advised of the possibility of such damages) arising out of (i) your use of the Reason2Race website and Services or your inability to do so, (ii) your reliance on any content provided on the Service or through the services provided thereunder, and/or (iii) goods and services in any way associated with this Service. The limitations of liability set forth will survive and apply notwithstanding the failure of any limited or exclusive remedy for breach of warranty set forth in these terms and conditions.

12. TERM & TERMINATION Your agreement to abide by these terms and conditions will commence automatically upon your initial use of this Service and continue until the earlier of (i) termination of your rights to use the Service by Reason2Race or (ii) your ceasing to use the Service. Sections 2, 4, 6, 7, 8, 10, 11, and 13 shall survive any termination or expiration of these terms and conditions.

13. USER CONDUCT. You must at all times use this Service in a responsible and legal manner. In particular (but not exclusively) you must not do any of the following: misrepresent your identity or your affiliation with any other person or organization; send junk email or spam to people who do not wish to receive mail from you; delete or falsify any attributions, trademarks or designations of source from any website content; conduct, display, promote or forward surveys, contests, raffles, lotteries, pyramid schemes or chain letters; or interfere with or disrupt the service or services or networks connected to the service; collect or store personal data about other Users including email addresses. You agree that you will comply with all applicable local, state and federal laws, statutes and regulations regarding use of this website and Reason2Race Service.

MISCELLANEOUS. These terms and conditions will be governed by and construed in accordance with the laws of Texas, without reference to its conflicts of laws rules. Any provision of these terms and conditions that is held to be invalid or unenforceable will be deleted and replaced by a valid and enforceable provision which achieves, as far as possible, the same objectives as the severed provision was intended to achieve. The remaining provisions of these terms and conditions shall continue in full force and effect. Except to the limited extent set forth in Section 1(b) above, neither these terms and conditions, nor any terms contained herein, shall be construed as creating or constituting a partnership, joint venture or agency relationship between the parties. You may not assign, sublicense or otherwise transfer any right or obligation set forth herein without Reason2Race’s prior written consent. Any purported assignment in violation of the preceding sentence is void and of no effect. These terms and conditions are binding upon the parties’ respective successors and permitted assigns. No failure of Reason2Race to exercise or enforce any of its rights hereunder will act as a waiver of such rights. Except as otherwise expressly provided herein, all remedies provided for herein shall be cumulative and in addition to and not in lieu of any other remedies available to either party at law, in equity or otherwise.

If you have any questions about our Terms and Conditions please contact us via email at support@reason2race.com.

 

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