Terms of Service for usage of GroupRev – a software product made by Webconnex LLC
You, the Licensee ("Licensee"), and Webconnex, LLC, with offices at 455 Capitol Mall Suite 604, Sacramento, CA 95814 ("Webconnex"), as of the Effective Date, agree to be bound by this Licensee Agreement & Terms of Services Policies that may be updated from time to time online at www.webconnex.com/terms-of-service
Webconnex is the provider of certain software products and services, namely GroupRev
1. OWNERSHIP. Licensee acknowledges that Webconnex owns all right, title, and interest in and to any products, Services, tools, know-how, processes, documentation and software used or created by Webconnex in connection with this End-User Agreement. Licensee acknowledges and agrees not to claim any right, title and interest in and to the Services and, except for the express authorized usage contained herein or with Reseller, no such right, title or interest is transferred to Licensee.
2. LICENSEE COVENANTS. Licensee agrees the Services provided by Webconnex for Licensee under this Agreement may not be resold or otherwise transferred by Licensee to any person or party. Licensee agrees that it shall not directly or indirectly (i) modify, enhance, alter, or prepare derivative works based on any of the Services, (ii) decompile, decode, unlock, attempt to discover the source code of, or otherwise reverse engineer, any of the Webconnex Services, (the "Reverse Engineering"); and (iii) assist, enable, or permit others to do the foregoing.
3. WEBCONNEX CONVENANTS. Webconnex does not guarantee any level of success in terms of donations, registrations, sponsorships, sales, memberships, or any other aspect of this Agreement.
4. WEBCONNEX RIGHT TO SUBCONTRACT. Webconnex may subcontract all or any portion of the services to be performed by it hereunder. Webconnex is authorized to disclose Confidential Information (as defined in Section 6) of Licensee as is reasonably necessary for Webconnex to perform its duties hereunder through any subcontractors; provided that any recipient of such Confidential Information shall execute a confidentiality agreement with restrictions at least as stringent as provided in Section 7.
5. LICENSE FEES. Usage of GroupRev is made with zero “platform fee” or “software fee” to use the GroupRev software. Licensee agrees that a solicitation for optional tip made be made to donors and payees associated with the fundraising project. These tips are paid directly from the payee directly to Webconnex and are in addition to the pledge made to the project. These fees are optional and not required to use GroupRev. Licensee acknowledges and agrees that that there are credit card fees are paid directly to the service provider for merchant services, namely WePay, Inc. We pay fees are typically 2.99% + 30 cents per transaction. Licensee agrees to be bound to the terms of service with WePay, Inc. but using them for merchant service. Terms of use for WePay can be found at www.wepay.com/legal/terms-of-service
Licensee can opt out from utilizing credit card processing altogether and manually collect and total contributions to their page by using “Enter Offline Donation” feature. These functions and features are free of cost.
Licensee can opt to use other products made by Webconnex in conjunction with GroupRev such as GIvingFuel and RedPodium. Service fees may apply for usage of product and more information can be obtained by calling 916-718-1565 or emailing help@webconnex.com.
6. E-SIGN DISCLOSURE AND CONSENT
Electronic Delivery
By accepting this Agreement, you agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your GroupRev Account and your use of the Service. Communications include but are not limited to:
We will provide these Communications to you by emailing them to you at the primary email address listed in your WePay Account registration, by emailing you a link or instructions how to access them on a website, or (if permitted by law) by posting them on the Website. Communications are considered received by you within 24 hours of the time they are emailed to you or posted to our Website. You further agree that your electronic signature has the same effect as your manual, physical signature.
Hardware and Software Requirements
In order to access and retain electronic Communications, you will need the following computer hardware and software:
By giving your consent, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. It is important for you to retain copies of Communications because they may not be accessible in your GroupRev Account at a later date.
How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us through Customer Support, including by writing to us at "Webconnex, LLC., 455 Capitol Mall, Suite 604, Sacramento CA 95814." If you withdraw your consent to receive Communications electronically, GroupRev may deny your registration for an Account, restrict or close your Account, or charge you additional fees for paper copies.
Updating Your Contact Information
It is your responsibility to keep your primary email address up to date. You understand and agree that if Webconnex sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Webconnex will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add Webconnex to your email address book so that you will be able to receive the Communications we send to you.
You can update your primary email address at any time by logging into your GroupRev Account, selecting "My Profile" next to your name at the top right of the screen, and entering your new primary email address. If your email address becomes invalid such that electronic Communications sent to you by GroupRev are returned, Webconnex may close your account, and you will not be able to transact any activity using your GroupRev Account until we receive a valid, functioning primary email address from you.
7. Prohibited Activities
By registering for GroupRev and or using WePay as a Merchant, you also confirm that you will not accept payments or use the Service in connection with the following activities, items or services:
You will not accept payments by American Express card in connection with the following activities, items, or services:
In addition, you may not use the Service for:
Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. WePay may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.
If Webconnex determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized.
Creating an Account that is linked to another Account that has engaged in any of the foregoing activities. WePay may use evidence other than your Account information to determine whether you control an Account in someone else's name, including but not limited to Internet Protocol addresses, common business names, phone numbers, and mailing addresses.
If Webconnex determines that you have received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized.
In addition, if we reasonably suspect that your Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your Account, your access to the WePay services, and any of your transactions with law enforcement.
8. TAXES
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld, in connection with your use of the Service. You are solely responsible for collecting, withholding, reporting and remitting correct any taxes to the appropriate tax authority. Webconnex nor WePay is obligated to, and will not, determine whether taxes apply, or calculate, collect, report or remit any taxes to any tax authority arising from your use of the Service.
WePay or the Bank may have tax reporting responsibilities in connection with the Service. For example, WePay or the Bank will report to the Internal Revenue Service ("IRS") on Form 1099-K as required by law, your name, address, Tax Identification Number (such as Employment Identification Number or Social Security Number), the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year.
9. Refunds and Returns Provided by Merchants
You agree to process returns of, and provide refunds and adjustments for goods or services through your WePay Account in accordance with this Agreement and the Operating Regulations and ACH Rules. The Operating Regulations require that you will (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to Purchasers at the time of purchase, (c) not give cash refunds to a Purchaser in connection with a payment card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a payment card sale refund. If your Purchaser is dissatisfied with your refund policy, the Purchaser may chargeback the payment.
10. INDEMNITY. Licensee indemnifies and holds Webconnex harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys' fees) incurred by Webconnex as a result of any third party claim against Webconnex pertaining to the content on Licensee's website, for any patent, copyright, trademark, or other intellectual property right of any third party that relates to any information provided to Webconnex by Licensee, or for any violation of any of the terms of this End-User Agreement.
11. CONFIDENTIALITY. “Confidential Information” of a party shall mean all confidential or proprietary information and documentation of such party, whether or not marked as such. Confidential Information does not include (i) information that is or becomes generally known to others, but not as a result of breach of confidentiality obligations or other wrongful acts; (ii) information that was known to the receiving party at the time of disclosure; (iii) information learned from a third party holding same lawfully and not subject to confidentiality obligations; and (iv) information required to be disclosed by law, regulation, or court order, to the extent such requirement is actually imposed and only after prompt notice to the other party. Licensee and Webconnex agree to hold the other’s Confidential Information in confidence; to use the other’s Confidential Information only to perform the duties and exercise the rights set forth in this Agreement; and not to disclose the other’s Confidential Information to third parties (except authorized employees and agents having a reasonable need to know) without the disclosing party’s express prior written consent. Licensee and Webconnex shall safeguard the other’s Confidential Information against unauthorized use and disclosure with means at least as secure as it employs to safeguard its own Confidential Information, and in no event with less than reasonable means. The obligations of confidentiality herein shall survive the termination of this Agreement for so long as the information at issue continues to meet the definition of Confidential Information.
12. OFFENSIVE CONTENT & USE. Licensee agrees to NOT to upload or display any content that: (a) contains nudity, sexually graphic content, drug use (implied or literal), or material that is otherwise deemed explicit, or in poor taste by Webconnex; or (b) content that contains threatening, abusive, harassing, defamatory, libelous, invasive, hateful, or racially, religiously, ethnically or otherwise objectionable. Further, licensee agrees NOT to use Grouprev to raise donations, create fundraisers for any organization or event involved in the above. Doing so will result in removal of your campaigns(s) and immediate termination of your account. Webconnex reserves the right to refuse service to any campaign it deems to be in poor taste.
13. CUSTOMER SERVICE. Webconnex will provide a reasonable level of customer service between the hours of 9am to 5pm Pacific Time, Monday through Friday. Customer Service may be available outside of these hours for an additional fee. Webconnex will not be responsible to provide any customer service directly with Licensee’s customers, subscribers, members or clients.
14. PROMOTION: Licensee acknowledges that Webconnex may use Licensee's brand, logo or name in conjunction with case studies, customer examples, product showcases on Webconnex's website, email communication with customers, printed material and other promotional tools used by Webconnex.
15. LIMITATION OF WARRANTY. All SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED OR OTHERWISE, REGARDING SUCH SCOPE OF WORK OR SERVICES' ACCURACY, PERFORMANCE, OR ANY OTHER MATTER. WEBCONNEX DOES NOT WARRANT THE SOFTWARE OR WEBSITE ARE WITHOUT ERROR OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE IN ITS OPERATION OR THAT THEY SOFTWARE WILL SATISFY LICENSEE’S REQUIREMENTS. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, WEBCONNEX HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT OF THIRD-PARTY RIGHTS. WEBCONNEX MAKES NO WARRANTY, REPRESENTAION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
16. LIMITATIONS OF LIABILITY. WEBCONNEX'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, FOR ANY AND ALL DAMAGES THAT YOU MIGHT INCUR (REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED LICENSEE’S LICENSE FEES FOR A TWELVE (12) MONTH PERIOD. WITHOUT LIMITATION OF THE FOREGOING, WEBCONNEX SHALL NOT (A) HAVE ANY LIABILITY TO LICENSEE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUES, DATA AND/OR USE), REGARDLESS OF THE THEORY OR LIABILITY (INCLUDING TORT, CONTRACT AND NEGLIGENCE), AND EVEN IF ADVISED OF THE POSSIBILITY THEREOF; OR (B) BRING ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT MORE THAN TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. YOU EXPRESSLY AGREE THAT USE OF WEBCONNEX IS AT YOUR SOLE RISK. WEBCONNEX IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS
17. EQUITABLE RELIEF. Licensee recognizes that the covenants contained in Sections 1,2,3,5 and 12 hereof are reasonable and necessary to protect the legitimate interests of Webconnex, that Webconnex would not have entered into this End-User Agreement in the absence of such covenants, and that Licensee's breach or threatened breach of such covenants shall cause Webconnex irreparable harm and significant injury, the amount of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law or in damages inadequate. Therefore, Licensee agrees that Webconnex shall be entitled, without the necessity of posting of any bond or security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach of such covenants and for any other relief such court deems appropriate. This right shall be in addition to any other remedy available to Webconnex at law or in equity.
18. TERMINATION. Licensee may terminate this Agreement immediately, at any time, by delivering a written termination notice to Licensor; however termination any time prior to the last day of the month will result in the forfeiture of any license fees paid for that month's service. Licensor may terminate this Agreement at any time by giving at least sixty (60) days’ prior written notice; provided that Licensor may terminate this Agreement immediately by delivering a written termination notice to Licensee upon the material or continuing breach of this Agreement by Customer or if Customer infringes or misappropriates the intellectual property rights of Licensor. Upon termination of this Agreement, (i) each party shall return or destroy, at the election of the other party, all Confidential Information of the other party, (ii) all licenses granted hereunder shall terminate automatically, and (iii) each party shall cease using or displaying all materials licensed and/or provided to it by the other party. All transactions in progress prior to the date written notice of termination is deemed given (or such later termination date specified in the notice or herein, if any) shall be completed by Licensor and Customer shall remain liable for the fees and charges associated with such transactions. The following Sections of this End-User Agreement shall survive its termination: 1,2,3,4,6,11,12,14,15,and 17.
19. MISCELLANEOUS: This End-User Agreement is binding on and inures to the benefit of the successors, assigns, and legal representatives of the parties; however, Licensee's interest shall be assigned only with the prior written consent of Webconnex. No transfer or assignment of this Agreement shall release Licensee from its obligations. No waiver by either party shall be a waiver of any subsequent breach of or failure to perform the same or any other term, condition, or obligation hereof. Each party shall be solely responsible for making any governmental filings or reports which such party is required to make as a result of the transactions arising out of this Agreement. It is agreed by the parties hereto that venue of any action arising under this Agreement shall be in Sacramento County, California, and the laws of the State of California (excluding its conflicts of laws rules) shall govern this Agreement. Should any part of this Agreement contravene public policy, or laws of the jurisdiction in which it is sought to enforce the same, then such part shall be considered null and void and have no force and effect, and the balance of the terms and conditions of this Agreement shall remain valid and in full force and effect. Any required notice under this Agreement shall be in writing and delivered to the contact person for notices designated by a party (i) by personal delivery, (ii) by facsimile transmission when receipt is confirmed orally, (iii) by overnight courier upon written verification of receipt, or (iv) by certified or registered mail, return receipt requested, upon verification of receipt.