Master Services Agreement
BY SIGNING BELOW OR CLICKING THE "I ACCEPT" BUTTON, OR SIMILAR BUTTONS/LINKS DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF DOJIGGY LLC ONLINE SERVICES (REFERRED TO HEREIN AS 'THE SERVICE') IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION, COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC COMMUNICATION IN ORDER TO ENTER INTO CONTRACTS, PLACE ORDERS AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICE. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW, WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS.
As part of the Service, DoJiggy will provide you with use of the Service DURING THE SUBSCRIPTION PERIOD, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the DoJiggy website incorporated by reference herein, including but not limited to DoJiggy's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.1. Privacy & Security Disclosure
DoJiggy's privacy and security policies may be viewed on the company website. DoJiggy reserves the right to modify its privacy and security policies. Individual users will be asked whether or not they wish to receive marketing and other non-critical service-related communications from DoJiggy when the service is contracted or trialed. They may opt out of receiving such communications at that time or at any subsequent time. Note that because the Service is a hosted application, DoJiggy will occasionally need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service.
Website activity data is analyzed. DoJiggy uses web analytics software, to help us analyze how users use the Service. We use this information solely for the purpose of evaluating general usage of the Service, by compiling reports on website activity and related internet usage. This information may be transferred to trusted third parties, processing this information on our behalf, and who handle that information securely and confidentially, consistent with our privacy and security policies. By using the Service, you consent to the processing of this web activity in the manner and for the purposes set out above. No personal information is cross referenced in these reports and the information reported is aggregate in nature.
If you become a paying customer of the Service, you agree that DoJiggy can disclose the fact that you are a customer for marketing and promotional purposes and you grant DoJiggy a non-exclusive, transferable, royalty-free, perpetual, and worldwide license to use your trademarks, copyrights, and trade names for our marketing and promotional purposes only. DoJiggy may also link to your website(s) for marketing and promotional purposes.
If you wish to be notified of changes to these policies, please follow us at http://dojiggy.wordpress.com. Notifications of changes to these policies will be posted there.2. License Grant & Restrictions
DoJiggy hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own organizational/business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by DoJiggy and its licensors.
The Service is granted on the basis of a subscription period. Each subscription is active for 6 months or one year from the date of purchase. Each subscription shall be used for only one event, on a single website, within the subscription period. The use of a single subscription for multiple events is expressly prohibited. In addition, participant licenses are granted for use as individuals. Businesses, schools, and organizations are not considered individuals. DoJiggy reserves the right to determine the definition of an event and participants.
You may not access the Service if you are a direct competitor of DoJiggy, except with DoJiggy's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
You may use the Service only for your internal and external organizational/business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or in violation of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify DoJiggy immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to DoJiggy immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by you or your Users; and (iii) not impersonate another DoJiggy User or provide false identity information to gain access to or use the Service.4. Account Information and Data
DoJiggy does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data").
You, not DoJiggy, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and DoJiggy shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. For paid service subscribers, in the event this Agreement is terminated (other than by reason of your breach), DoJiggy will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. DoJiggy reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and DoJiggy shall have no obligation to maintain or forward any Customer Data. For No Charge Services, DoJiggy/GolfRegistrations has no obligation to maintain or forward any Customer Data after termination.5. Intellectual Property Ownership
DoJiggy alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the DoJiggy Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the DoJiggy Technology or the Intellectual Property Rights owned by DoJiggy. The DoJiggy name, the DoJiggy logo, and the product names associated with the Service are trademarks of DoJiggy, and no right or license is granted to use them.6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. DoJiggy and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. DoJiggy does not endorse any sites on the internet that are linked through the Service. DoJiggy provides these links to you only as a matter of convenience, and in no event shall DoJiggy or its licensors be responsible for any content, products, or other materials on or available from such sites. DoJiggy provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such products or services.7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments may be made annually, monthly, or quarterly, consistent with the initial term, or as otherwise mutually agreed upon at the time Service begins. All payment obligations are non-cancellable and all amounts paid are nonrefundable after 30 days from purchase. You are responsible for paying for all licenses ordered for the entire term, whether or not such licenses are actively used. An authorized Administrator may add licenses at any time.
Emergency 24/7calls are offered as a paid service and will be billed at the time the service is rendered. A minimum service fee applies to all 24/7 calls. More information is available on the website.
DoJiggy reserves the right to modify its fees and charges and to introduce new charges at any time. Any pricing changes will not affect existing pricing agreements, during their term. All pricing terms are confidential, and you agree not to disclose them to any third party.8. Billing and Renewal
In most cases, DoJiggy charges clients at the time of purchase for the Service. In other cases, such as transaction fees, DoJiggy charges at the end of a given month for any Services ordered during that month. The method and period for billing will be mutually agreed upon.
In the case of monthly billing, DoJiggy will keep a credit card on file for this purpose, and automatically charge your account within the first five days of a given month. DoJiggy will automatically bill your credit card (a) every month for transaction fees incurred during the previous month and monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. You must provide DoJiggy with valid credit card or checking account information as a condition to signing up for the Service. DoJiggy's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on DoJiggy's income.
You agree to provide DoJiggy with complete and accurate billing and contact information. This information includes your legal company or organization name, street address, e-mail address, and name and telephone number of an authorized billing contact and administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, DoJiggy reserves the right to terminate your access to the Service at any time.9. Non-Payment and Suspension
In addition to any other rights granted to DoJiggy herein, DoJiggy reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or DoJiggy initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that DoJiggy may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.10. Termination upon Expiration
This Agreement commences on the Effective Date. The initial term of Service is 6 months or one year, or as defined by the Subscription.
This Agreement will terminate upon the end of the term of Service. If you wish, you may renew the Agreement 30 days before termination, at DoJiggy's then current fees, or as negotiated with you.
Either party may terminate this Agreement or reduce/extend the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), DoJiggy will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that DoJiggy has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.11. Termination for Cause
Any breach of your payment obligations or unauthorized use of the DoJiggy Service will be deemed a material breach of this Agreement. DoJiggy, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, DoJiggy may terminate a free account at any time in its sole discretion. You agree and acknowledge that DoJiggy has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. DoJiggy represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online DoJiggy documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.13. Mutual Indemnification
You shall defend, indemnify, and hold DoJiggy, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fee, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of your organization, its officers, agents or employees.
DoJiggy shall defend, indemnify, and hold you/your organization, its officers, employees, and agents harmless from and against any and all liability, loss, expense (including reasonable attorney's fees), or claims for injury or damages arising out of the performance of this Agreement but only in proportion to and to the extent such liability, loss, expense, attorney's fee, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of DoJiggy, its officers, agents or employees.14. Disclaimer of Warranties
DOJIGGY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS.15. Security Breach Notification
DoJiggy agrees to notify clients and persons whose personal information held by Dojiggy have or may have been compromised by a Security Breach of DoJiggy's security. "Personal Information" is defined to mean a person's first name or first initial and last name in combination with any of the following items, when either the name or the data elements are not encrypted: (a) Social Security number; (b) driver's license number or state ID card number; (c) account number, credit or debit card number.
DoJiggy will notify any affected persons in the most expedient way possible and without unreasonable delay. Notice may be provided in writing, or electronically. If the cost of providing the notice should exceed $250,000, or if the affected class of persons to be notified exceeds 500,000, or if DoJiggy does not have sufficient contact information, then DoJiggy may instead use a substitute notice. Substitute notice requires the following three actions: (1) e-mail notice when the company has e-mail addresses for the persons; plus, (2) conspicuous posting of notice on the DoJiggy website, and (3) notification in a major statewide media.16. Internet Delays
DOJIGGY'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DOJIGGY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.17. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.18. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.19. Notice
DoJiggy may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in DoJiggy's account information, or by written communication sent by first class mail or pre-paid post to your address on record in DoJiggy's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to DoJiggy (such notice shall be deemed given when received by DoJiggy) at any time by any of the following: fax, email or first class mail.20. Modification to Terms
DoJiggy reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service.
You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
This Agreement may not be assigned by you without the prior written approval of DoJiggy but may be assigned by DoJiggy to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of your business/organization that results or would result in a direct competitor of DoJiggy directly or indirectly owning or controlling 50% or more of your business/organization shall entitle DoJiggy to terminate this Agreement for cause immediately upon written notice.22. Definitions
"Administrator(s)" means those Users designated by you who are authorized to use the Service.
"DoJiggy" means collectively DoJiggy LLC, a limited liability company, having its principal place of business in Boulder, Colorado.
"DoJiggy Technology" means all of DoJiggy's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by DoJiggy in providing the Service.
"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service.
"Initial Term" means the initial period during which you are obligated to pay for the Service. All paid Services carry an initial term of 6 months or one year.
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
"No Charge Service(s)" means any version or edition of the DoJiggy that is provided at no charge.
"Online Order Center" means DoJiggy's online application that allows the Administrator designated by you to, among other things, add additional Users or Licenses to the Service.
"Security Breach" means the disclosure of classified information, access to protected assets without proper authorization, or their theft or misappropriation.
"Service(s)" means the specific edition of DoJiggy's online non-profit management, billing, data analysis, or other non-profit services identified during the ordering process, developed, operated, and maintained by DoJiggy, accessible via http://www.dojiggy.com, http://www.golfregistrations.com, and other designated web sites.
"Subscription" means the right to access the Service, granted upon payment of the Subscription fee. Each subscription is active for 6 months or one year from the date of purchase. Each subscription shall be used for only one event, on a single website, within the subscription period. The use of a single subscription for multiple events is expressly prohibited.
"User(s)" means your employees, representatives, volunteers, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by DoJiggy at your request).Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to salesinfo AT dojiggy.com.
By signing below, we agree to the terms and conditions of service as laid out in the DoJiggy Master Services Agreement.
Revised September 2015