Welcome to VerticalResponse Event Marketing (the “Website”). This Website is owned and operated by VerticalResponse, Inc., a Delaware corporation (“VerticalResponse,” “we,” or “us”) and provides access to various products and services, including, but not limited to, VerticalResponse web services, which are social event marketing web services for individuals, charitable organizations, and corporations (“VerticalResponse Event Marketing Service” or “Events”), subject to the terms and conditions set forth in these Terms of Service (“Agreement,” or “Terms of Service”).
1. YOUR ACCEPTANCE. You acknowledge and agree that by using the Website or any VerticalResponse Service (the “Service(s)”), in any way, you consent to these Terms of Service. For clarity, by uploading, posting, publishing, displaying or making available any information, data, text, software, music, sound, photographs, graphics, video, messages, tags or other materials, whether created by or for you, (“Submission(s)”) on or through the Website, or any VerticalResponse Service, you consent to these Terms of Service and your Submission(s) are subject to the licenses and other terms and conditions set forth in this Agreement.
2. GUIDELINES. Specific VerticalResponse Event Marketing Services may be subject to additional guidelines, technical and non-technical specifications, and other rules and policies (“Guidelines”). Such Guidelines will be posted on the Website or the applicable Service. All such Guidelines are hereby incorporated by reference into these Terms of Service.
3. MODIFICATIONS. VerticalResponse may modify, add to or delete from this Agreement from time to time, in its sole discretion, or may modify, suspend or discontinue, temporarily or permanently, the Website or any particular VerticalResponse Service, or any feature thereof, with or without notice, and without liability to you. Modifications to these Terms of Service, including, but not limited to, any Guidelines, will be posted on the relevant area of the Website and will be effective immediately upon posting. You agree to review the Terms of Service from time to time to ensure you are updated as to any modifications. By continuing to use the Website or Service following any such modification, you accept and agree to be bound by such modifications.
IF ANY MODIFICATION IS NOT ACCEPTABLE TO YOU, YOUR SOLE REMEDY AND RECOURSE IS TO DISCONTINUE USE OF THE WEBSITE OR SERVICE.
4. REGISTRATION. In order to use certain features of the Website or applicable Service, you will have to register and create a unique, password-protected account (“Your Account”). You agree to: (a) provide true, accurate, current, and complete information as prompted by the registration form; and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. VerticalResponse reserves the right to delete Your Account without warning if you are found to have misrepresented your age or any of the registration information submitted. You are responsible for maintaining the confidentiality of your password and email address. You agree to (a) immediately notify VerticalResponse of any unauthorized use of your password or account, or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You will be solely responsible for safeguarding your password and also for any actions under your password and Account, whether authorized by you or not. You must immediately notify VerticalResponse of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you fully and completely exit from your account at the end of each session. VerticalResponse cannot and will not be liable for any loss or damage arising from your failure to comply with this section.
Specific Terms for Charitable Organizations
4.1 In order to become and remain a registered member within the Website and Service, your organization must be a tax-exempt organization, or otherwise be eligible to receive tax-deductible contributions, as specified in the Internal Revenue Code (“IRC”) section 501(c)(3). These organizations are commonly referred to as charitable organizations (“Charitable Organization”). You agree promptly to notify VerticalResponse upon any change in your status as a Charitable Organization.
4.1.1 During the registration process, you will need to provide your Employer Identification Number (“EIN”), which is also known as your Federal Tax Identification Number. You will also need to send to VerticalResponse a copy of your 501(c)(3) determination letter from the Internal Revenue Service (“IRS”).
4.1.2 VerticalResponse allows nonprofits to send bulk emails using our email marketing services. In order to comply with the Federal CAN-SPAM Act, you agree that you will also abide by the Terms of Service set forth by VerticalResponse at this link.
4.2 Account Types
4.2.1 VerticalResponse Event Marketing. Organizations can choose to only use the Events. Events customers agree to pay the associated fees that apply to their account type as outlined in section 4.3.
4.4 Before selling any tickets within the VerticalResponse Event Marketing Service, you will need to possess an active PayPal.
4.5 Events are charged on a monthly subscription basis. The monthly subscription fee is based upon the maximum number of events that are published at any given time. If the number of published events in a given month exceeds the maximum events allowed by your monthly paid subscription, you will be required to upgrade to a higher monthly subscription.
Specific Terms for Individuals
4.6 Verification of Charitable Organizations. Before a charitable organization can become a registered member, VerticalResponse requires their Employer Identification Number and copy of their 501(c)(3) determination letter from the Internal Revenue Service as verification that the charitable organization is allowed to accept tax-deductible contributions. Although these charitable organizations have completed this verification process, VerticalResponse does not endorse, makes no representations or warranties, nor assumes any liability for these charitable organizations.
4.7 Donations and Ticket Purchases
4.7.2 Online Donations and Ticket Purchases
220.127.116.11 Online donations made via credit card or PayPal are sent directly to the charitable organization. VerticalResponse is not involved in the donation process beyond connecting the charitable organization’s own Merchant Services account(s) to the VerticalResponse Service. Before making a credit card, PayPal, or Amazon Payments donation, please make sure you are completely comfortable with the charitable organization! Once the donation is processed, it is non-refundable.
18.104.22.168 Online ticket purchases made via credit card or PayPal are sent directly to the charitable organization. VerticalResponse is not involved in the processing of funds beyond connecting the charitable organization’s own Merchant Services account(s) to the VerticalResponse Service. Before making a ticket purchase via credit card, PayPal, or Amazon Payments, please make sure you are completely comfortable with the charitable organization! The refund policy on tickets may vary by organization.
4.7.3 VerticalResponse makes no representations or warranties regarding the applicability of tax laws to you, such as your ability to receive tax deductions or other tax benefits in connection with donations made through the Website or Service.
5. ACCESS. Subject to your acceptance and compliance with these Terms of Service, VerticalResponse hereby grants you permission to access and use the Website, provided that you shall not (and not allow third party to): (i) modify, adapt, translate, or reverse engineer any portion of the Website and/or VerticalResponse Service; (ii) remove any copyright, trademark or other proprietary rights notices contained in or on the Website and/or VerticalResponse Service or in or on any content or other material obtained via the Website and/or VerticalResponse Service; (iii) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Website and/or VerticalResponse Service; (iv) access, retrieve or index any portion of the Website and/or VerticalResponse Service for purposes of constructing or populating a searchable database of business reviews; (v) collect or harvest any information about other users or members (including usernames and/or email addresses) for any purpose; (vi) reformat or frame any portion of the web pages that are part of the Website and/or VerticalResponse Service; (vii) create user accounts by automated means or under false or fraudulent pretenses; (viii) create or transmit unwanted electronic communications such as “spam” to other users or members of the Website and/or VerticalResponse Service or otherwise interfere with other users’ or members’ enjoyment of the Website and/or VerticalResponse Service; (ix) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (x) use the Website or VerticalResponse Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene; (xi) copy or store any Content offered on the Website for other than your own personal, non-commercial use; (xii) use any device, software or routine that interferes with the proper working of the Website and/or VerticalResponse Service, or otherwise attempt to interfere with the proper working of the Website and/or VerticalResponse Service; (xiii) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (xiv) use the Website and/ or VerticalResponse Service, intentionally or unintentionally, to violate any applicable local, state, national or international law; or (xv) collect or store personal data about other users in connection with the prohibited activities described in this paragraph.
6.1 Your Ownership Rights. VerticalResponse encourages you to build your VerticalResponse Service application’s user interface in accordance with then current style sheets published and maintained by VerticalResponse. If your application’s user interface has a look and feel that conforms to these style sheets, VerticalResponse grants you a worldwide, royalty-free, non-exclusive license under VerticalResponse’s trademarks, service marks and copyrights solely to the extent necessary to permit you to operate and distribute your application on the VerticalResponse Service and to permit you and users of your application to use your application through the VerticalResponse Service, for so long as you have an approved application available through the VerticalResponse Service. The foregoing license does not grant any rights to standalone applications not being used through the VerticalResponse Service.
6.2.1 License. You hereby grant VerticalResponse a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sub-licensable and transferable right and license to use, reproduce, store, host, index, cache, distribute (through multiple tiers), publicly perform, publicly display, (each of the foregoing in any form, medium or technology now known or later developed), modify and adapt including without limitation the right to adapt for streaming, downloading, broadcasting, distribution, publicly displaying, publicly performing (each of the foregoing in any form, medium or technology now known or later developed), create derivative works from, and exercise all aforesaid rights with respect to such derivative works, and otherwise exploit in any manner, your Submissions or any part thereof. You hereby expressly waive any and all so-called moral rights you may have in your Submissions.
6.2.2 Feedback. As part of the Service, VerticalResponse may provide bulletin boards, blogs, instant messaging, wikis and the like for posting user feedback, comments or other input, including but not limited to, on the Website and Service. You understand and acknowledge that, subject and pursuant to the licenses set forth hereunder, VerticalResponse may display your Feedback on the Website and use it for other marketing and business activities. In addition, VerticalResponse may in its sole discretion decide not to use your Feedback, delete it from the Website, and even edit your Feedback for both content and format.
6.3 Pornographic Content. You will not use the Website or Service to display, distribute or make available any material that is sexual, pornographic, erotic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts (hereinafter, “Pornographic Content”) nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Website or Service any Pornographic Content. If VerticalResponse finds a Submission or other content that it determines, in its sole discretion, contains Pornographic Content, VerticalResponse may, without notice, remove or block access to such content and terminate your Account.
6.4 Infringing Content. You will not use the Website or Service for any purpose or in any manner that infringes the intellectual property rights of any third party. You will not upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Website any content that infringes the intellectual property rights of any third party. If VerticalResponse finds content that it determines, in its sole discretion, contains infringing content, VerticalResponse may, without notice, remove or block access to such content and terminate your Account. Without limiting the foregoing, your use of the Website and Service is governed by the VerticalResponse Copyright Policy contained in Section 7.
6.5 Authority. You hereby represent and warrant to VerticalResponse that: (i) you have all the requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct yourself and your business and to execute, deliver, and perform all of your obligations under this Agreement; (ii) you are the owner – or the authorized agent of the owner – of your Submissions; (iii) you have the right to grant the licenses granted under this Agreement; (iv) your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which you are currently bound or will become bound in the future; (v) your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign. In addition, you hereby represent and warrant that your Submissions and VerticalResponse’s use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Pornographic Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the Website; (v) do not promote illegal or harmful activities or substances or provide instructional information about activities such as making or buying illegal weapons or substances; (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, your Submissions are created, displayed or accessed; (vii) do not contain any adware, malware, spyware, computer programming routines, software or viruses that are intended to damage, interfere with or in any way limit the functionality of any computer software or hardware or telecommunications equipment, intercept or expropriate any system data or personal information, permit unauthorized access to the Service or any part thereof or disable, damage or erase any portion of the content or advertisements processed or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.
7. COPYRIGHT POLICY
7.1 DMCA Policy. VerticalResponse shall: (i) block access to, or remove material that it believes in good faith infringes copyright of a third party; and (ii) remove and discontinue service to repeat infringers.
7.2 DMCA Notice. Copyright owners or any agents thereof who believe that any Content infringes upon their copyrights may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing ( see 17 U.S.C. 512(c)(3) for further detail):
i. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
ii. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
iii. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
iv. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
v. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
vii. Such written notice should be sent to our designated agent as follows:
50 Beale Street, Suite 1000
San Francisco, CA 94105
Attn: Compliance Officer
Please also note that under 17 U.S.C. Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
7.3 Counter-Notification. If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):
i. A physical or electronic signature of the subscriber.
ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
iii. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
iv. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
8. OWNERSHIP. You acknowledge and agree that the Website and Service use and contain proprietary and confidential technology and information owned by or licensed to VerticalResponse, and protected by applicable intellectual property and other laws and international treaties. The content displayed on or through the Website and Service, including without limitation all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively, “VerticalResponse Content”) is copyrighted by VerticalResponse and its licensors under United States and international copyright laws. Other than with respect to your Submissions, and as expressly set forth in this Agreement, the VerticalResponse Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of VerticalResponse. You must abide by all copyright notices, information, or restrictions contained in or attached to any VerticalResponse Content. VerticalResponse and the VerticalResponse logo, as well as certain other of the words and logos displayed on the Website, constitute trademarks, trade names, or service marks (“Marks”) of VerticalResponse or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with VerticalResponse or those other entities.
9. INDEMNITY. You will indemnify, defend and hold VerticalResponse and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and relevant third parties including advertisers, distribution partners, referral partners, service providers, licensors, licensees, consultants and contractors (collectively the “VerticalResponse Entities”) harmless from and against any claims, liabilities, losses, costs, damages or expenses including reasonable attorneys’ fees and costs, directly or indirectly, arising out of or in any way relating to: (i) your negligence or misconduct; (ii) your Submissions or any other information or material you submit; (iii) your conduct, including your use of the Website and Service; (iv) any violation or breach of this Agreement; or (v) any violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of your use of the Website or the VerticalResponse Service (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the VerticalResponse Entities. VerticalResponse shall have the right, in its sole discretion, to select its own legal counsel to defend VerticalResponse from any Claims (but by doing so shall not excuse your indemnity obligations) and you shall be solely responsible for the payment of all VerticalResponse’s reasonable attorneys’ fees incurred in connection therewith. You shall notify VerticalResponse immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges that could affect your or VerticalResponse’s ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of VerticalResponse, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for VerticalResponse.
10. WARRANTY DISCLAIMER
10.1 Your use of the Website and the VerticalResponse Service is at your sole discretion and risk. The Website, VerticalResponse Service and all materials, information, products and services included therein, are provide on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind. VerticalResponse AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE WEBSITE AND SERVICE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE.
10.2 VerticalResponse and its licensors expressly disclaim any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Website or Service; (ii) regarding the goods, services, advice, information or links provided by any third party; (iii) that the Website or Service will meet your requirements; or (iv) that the Website or Service will be error-free or uninterrupted. No advice, content, or information, whether oral or written, obtained by you from VerticalResponse or from your use of the Website or Service, shall create any warranty not expressly stated in this Agreement.
10.3 Many of the applications and much of the content posted on the VerticalResponse Service are provided by third parties. Such third-party content is the sole responsibility of the originator of that content. VerticalResponse is not responsible for any third-party content, whether or not it reviewed or moderated such content.
10.4 The Website or Service may contain links to third party websites, and without limiting the above, VerticalResponse has no control over these sites and is not responsible for their availability, does not endorse, vouch for or approve such sites, and is not responsible or liable for any content, advertising, products, or other materials available from these sites. VerticalResponse will not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any content, goods, or services available on or through these sites.
10.5 Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to You.
11. LIMITATION OF LIABILITY
11.1 VerticalResponse ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE WEBSITE AND/ OR THE VerticalResponse SERVICE, ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT VerticalResponse HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VerticalResponse’S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO VerticalResponse FOR THE WEBSITE AND/ OR THE VerticalResponse SERVICE.
11.3 You acknowledge that the limitations set forth above are an essential basis of the bargain and of the allocation of risks between the parties. Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.
12.1 Governing Law and Jurisdiction: This Website and Service are owned and controlled by VerticalResponse from its offices at 1187 Coast Village Road, Suite 493, San Francisco, CA 93108. It can be accessed on the internet from all 50 states, as well as other countries around the world. By accessing this Site, both you and VerticalResponse agree that these Terms of Services shall be deemed and treated as though they were entered into, executed, and performed solely in San Francisco County, California, and the Terms of Services shall be governed by and construed in accordance statutes and laws of the State of California, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded and does not apply to this Agreement. You agree that by use of this Website you hereby submit to jurisdiction of the courts of California with appropriate subject matter jurisdiction and that any conflict brought or filed with respect to use of this Website and Service or concerning the Terms of Services shall be brought in a court of competent jurisdiction in San Francisco County, California.
12.2 Assignment: You may not assign or transfer this Agreement, in whole or in part, without the prior written consent of VerticalResponse. Any attempted assignment in violation of this Section will be null and void and of no force or effect. VerticalResponse may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
12.3 Waiver: The failure to require performance of any provision shall not affect VerticalResponse’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
12.4 Severability: If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
12.5 Entire Agreement: This Agreement constitutes the entire and exclusive understanding and agreement between You and VerticalResponse regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between You and VerticalResponse relating to this subject matter.
12.6 Notices. Except as expressly provided forth herein, these Terms of Service and any other agreements, notices or other communications regarding your use of the Services (“Communications”), may be provided to you electronically and you agree to receive all Communications from VerticalResponse in electronic form. Communications may be posted on the pages within the Site and/or delivered to your e-mail address. You may print a copy of any Communications and retain it for your records. All Communications in either electronic or paper format will be considered to be in “writing,” and to have been received no later than five (5) business days after posting or dissemination, whether or not you have received or retrieved the Communication. VerticalResponse reserves the right but assumes no obligation to provide Communications in paper format. Your continued use of the Services is your consent to receive Communications electronically. If you revoke your consent to receive Communications electronically, VerticalResponse will terminate your right to use the Services.