Organization Agreement
WEB APPLICATION SERVICE AGREEMENT
This Service Agreement (the "Agreement ") is between the registered organization or entity subscribing to the Service and SlideRoom, LLC ( "SlideRoom "). Any references to "you " or "your " herein shall be deemed to refer to the organization or entity using the Service and its employees, subcontractors, affiliates and all other persons or entities permitted to access and use the Service in any way.
DESCRIPTION OF SERVICE AND ASSENT TO TERMS OF USE
YOU ON BEHALF OF YOUR ORGANIZATION AGREE TO READ THIS AGREEMENT AND BE BOUND BY ITS TERMS AND CONDITIONS BEFORE USING THE SERVICE. If you do not agree to these terms and conditions of use, you may not access or otherwise use the Service. Use of the Service signifies your agreement, on behalf of your organization, to the terms and conditions of use set forth below. SlideRoom disclaims responsibility and liability for the availability, timeliness, security, performance or reliability of the Service, provided that SlideRoom will use reasonable efforts to ensure the availability, timeliness, security, performance and reliability of the Service. You, on behalf of your organization, further agree as follows: --- ---
TERMS AND CONDITIONS
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1. Services Provided by SlideRoom
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1.1 Provision of Service
Subject to the terms and conditions of this Agreement (including all policies referenced herein), SlideRoom will provide a web-based service, known as the SlideRoom System, that allows you to gather, store, organize, retrieve and display electronic information (the “Service”). You have chosen the specific features, functions and modules of the Service you wish to utilize. Such features that you have chosen, the fees applicable to such features, and the duration of your permitted use of such features of the Service may be viewed by you on your account page. SlideRoom shall be under no obligation to provide any updates, enhancements, modifications, revisions, additions, replacements, or conversions to the Service. SlideRoom also reserves the right to modify, grow, suspend, or discontinue Service and the terms of this Agreement without liability, provided that SlideRoom provides reasonable notice prior to any suspension or discontinuation of the Service.
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1.2 Scope of Use
You and your organization shall use the Service solely for your organization's own business purposes and you shall not use the Service in a manner other than as described on SlideRoom's web site or to process information for any entity other than your organization. This Service is only for adults, and you must be 13 years or older to use this Service.
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1.3 Copies and Modifications
You agree not to copy, sell, resell, rent or sublicense, lease, loan, redistribute or create a derivative work of any portion of the Service or Programs, use of the Service or Programs, or access to the Service or Programs. You shall not translate, decompile, or create by reverse engineering or otherwise, the source code from the object code of the Programs supplied hereunder, or adapt the Service or Programs in any way or use it to create a derivative work.
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2. Fees and Payment
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2.1 Organization Fees
You agree to pay the fees applicable to the features and functions of the Service that you have selected set forth in SlideRoom's fee schedule (http://slideroom.com/pricing), payable upon the execution of this Agreement. The Service is non-refundable and there will be no refunds or credits if you decide to discontinue using the Service during the term of this Agreement. SlideRoom may update the fee schedule and the features and functions of the Service from time to time in its sole discretion.
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2.2 Submission Fees
SlideRoom charges a fee for each submission completed through the Service. The per submission fees due to SlideRoom are based on your settings: $5 per submission (up to 5 uploads) or $10 per submission (6 - 25 uploads). If Applicants pay the submission fee due to SlideRoom for use of the Service, SlideRoom will collect such fees from the Applicants directly. If you will pay the submission fees due to SlideRoom for use of the Service, you agree to pay SlideRoom, per invoices to be submitted by SlideRoom, any and all submission fees due SlideRoom for Applicants' use of the Service, for the accounting period contained in the invoice. Payment shall be due within thirty (30) days of the date of any invoice. If SlideRoom collects any application fees on your behalf that are due and payable to you, SlideRoom will hold all such fees in trust, without interest, and SlideRoom shall remit them to you after program deadlines or on a quarterly basis per your payment instructions, less a 3.9% processing fee that SlideRoom will retain to cover SlideRoom's credit card processing expenses.
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3. Term
This Agreement shall commence upon your registration and payment for the Service pursuant to paragraph 2 here of and shall terminate one (1) year thereafter, unless otherwise agreed by the parties. Upon any termination of this Agreement, paragraphs 1.4, 2.2, 4, 5, 6, 7 and 8 shall survive any termination of this Agreement.
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4. End Users/User Information
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4.1 End Users
"End User" shall mean any person authorized by this Agreement to use the Service. You may allow applicants submitting electronic information to your organization (“Applicants”) to use the Service as an End User, solely pursuant to the SlideRoom End-User Service Agreement (“End-User Service Agreement”). In the event you learn of or have reason to believe that any Applicant has violated or intends to violate the terms of the End-User Service Agreement, your organization shall, at at your organization's sole expense, seek injunctive or other relief in the name of your organization against any such Applicant. SlideRoom shall have the right to change the form of the End-User Service Agreement from time to time in its sole discretion.
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4.2 General Practices
Your organization shall, pursuant to instructions from SlideRoom, make and keep accurate records of all information processed through the Service by End Users, to the extent possible using available technology (collectively, the "User Information"). The User Information shall clearly and separately set forth all relevant information that is available for End User identification and the End Users' use of the Service. You agree that SlideRoom has no responsibility or liability for the deletion, corruption, or alteration of, or failure to store any message and other communications and information, data, text, software, music, sound, photographs, graphics and video constituting User Information maintained or transmitted by the Service.
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4.3 Links
The Service, or End Users or any other user of the Service, may provide links to other World Wide Web sites or resources. Because SlideRoom has no control over such sites and resources, you acknowledge and agree that SlideRoom is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources.
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4.4 Content Submitted to the Service
You acknowledge that SlideRoom does not pre-screen User Information or any other information submitted to the Service, but that SlideRoom and its designees, contractors or subsidiaries shall have the right (but not the obligation) in its sole discretion to refuse or to remove any User Information that is available via the Service. Without limiting the foregoing, and without notice to you, SlideRoom and its designees shall have the right to remove any User Information that violates the Terms of Service or the terms of SlideRoom's End User Service Agreement or is otherwise deemed objectionable by SlideRoom in its sole discretion. You agree that you must evaluate, and bear all risks associated with the use of any User Information including any reliance on the accuracy, completeness, or usefulness of such User Information.
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4.5 Ownership of User Information
SlideRoom and you acknowledge that all User Information submitted by Applicants is owned by the Applicants. You represent and warrant to SlideRoom that (i) The Applicants have granted you the right and license to use all such User Information in connection with the Service, and (ii) SlideRoom has the right and license to use all User Information in order to provide the Service.
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4.6 Disclosure of User Information
SlideRoom may disclose or report User Information in limited circumstances where SlideRoom believes in good faith that disclosure is required under law. For example, SlideRoom may be required to disclose User Information to cooperate with regulators or law enforcement authorities, to comply with a legal process such as a court order, subpoena, search warrant, or a law enforcement request. SlideRoom will take reasonable steps to attempt to provide you with prior notice of any such disclosure.
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4.7 Security Policies
SlideRoom shall establish such data retention and security policies with respect to provision of the Service and the protection of User Information as it deems appropriate, so long as such policies are commercially reasonable. You shall be responsible for determining which of your employees, subcontractors and affiliates are authorized to access and use the Service on your organization's behalf and for maintaining the security for your account and all logins and passwords. SlideRoom can not be liable for any loss or damage from your failure to comply with this security obligation.
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5. Other Rights and Obligations
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5.1 Proprietary Rights
SlideRoom represents that it is the owner of or otherwise has the rights to the Service and that it has the right to enter into this Agreement. SlideRoom retains title to the Service and any other deliverables hereunder, including, without limitation, all copies and audiovisual aspects thereof and all rights to patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent therein and appurtenant thereto. Your organization shall not, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in the Service or in any other deliverables hereunder, which shall be confidential information of SlideRoom and the sole and exclusive property of SlideRoom. Any right not expressly granted to you by this Agreement is hereby expressly reserved by SlideRoom. No identifying marks, copyright or proprietary right notices may be deleted from any copy of the Service provided to or made by you.
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5.2 Trademarks and Trade Names
Any and all trademarks and trade names which SlideRoom uses in connection with the rights granted hereunder are and shall remain the exclusive property of SlideRoom. Nothing contained in this Agreement shall be deemed to give you or your organization any right, title or interest in any trademark or trade name of SlideRoom.
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5.3 Confidentiality
Your organization shall only permit its authorized employees, subcontractors and affiliates to use the Service. Except as otherwise provided in this Agreement, your organization shall not sell, transfer, publish, disclose, display or otherwise make available any portion of the Service to others. Your organization shall use its reasonable best efforts to cooperate with and assist SlideRoom in identifying and preventing any unauthorized use, copying or disclosure of the Service or any portion thereof or any of the algorithms or logic contained therein. You acknowledge and agree that because damages for any breach by you of this paragraph would be difficult, if not impossible to determine, in addition to any other remedy at law or in equity that may be available to SlideRoom, SlideRoom may enforce this paragraph by specific performance or other injunctive relief.
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5.4 Termination for Breach
SlideRoom may immediately terminate this Agreement, revoking all rights granted herein, in the event your organization breaches any of its material confidentiality obligations regarding the Service.
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5.5 Non-Confidential Information
Notwithstanding the obligations as set forth in Paragraph 5.3, the confidentiality obligations of the parties shall not extend to information that:
(a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than receiving party;
(b) was known to the receiving party at the time of its disclosure and such knowledge can be proven by documentation;
(c) is independently developed by the receiving party;
(d) is subsequently learned from a third party not under a confidentiality obligation to the providing party; or
(e) is required to be disclosed pursuant to court order, subpoena, or government authority, whereupon the receiving party shall provide notice to the other party prior to such disclosure. -
5.6 Indemnity
SlideRoom will, at its own expense, indemnify and hold your organization and its officers and employees harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs and expenses (including attorneys' fees) to the extent that such action is based on a third party claim that any aspect of the Service used within the scope of this Agreement or that the Agreement infringes any United States patents, copyrights, licenses, trade secrets or other proprietary rights, provided You promptly notify SlideRoom in writing of any such claim and, provided further that SlideRoom shall have the exclusive right to control such defense. In no event shall your organization settle any such claim, lawsuit or proceeding without SlideRoom's prior written approval. The foregoing states the entire liability of SlideRoom with respect to infringement of any copyrights, patents, licenses, trade secrets or other proprietary rights by the Service or any portion thereof, and your organization hereby expressly waives any other such liabilities.
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5.7 Indemnification of SlideRoom
You will, at your own expense, indemnify, promptly reimburse SlideRoom for the defense of, and hold SlideRoom and its officers and employees harmless from and against any and all third party claims, actions, liabilities, losses, damages, judgments, grants, costs and expenses (including attorneys' fees) arising out User Information, your use of the Service, or your violation of this Agreement, relating to the negligence or misconduct of your organization, Applicants or other End Users that your organization has allowed to use the Service.
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5.8 Disclaimer of Warranty
SLIDEROOM REPRESENTS AND WARRANTS ONLY THAT (i) THE SERVICE DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTIES and (ii) THE SERVICE IS IN MATERIAL CONFORMANCE WITH THE FUNCTIONALITY AS STATED IN SLIDEROOM'S PUBLISHED PROMOTIONAL MATERIALS (INCLUDING THE DESCRIPTIONS OF THE SERVICE ON http://WWW.SLIDEROOM.COM). SLIDEROOM EXPRESSLY DISCLAIMS, AND YOU HEREBY EXPRESSLY WAIVE, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SLIDEROOM DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE SERVICE WILL MEET YOUR OR APPLICANT'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE AND/OR ITS USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE, IF ANY, WILL BE CORRECTED. SLIDEROOM'S LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF SLIDEROOM FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY OF THE SERVICE OR RELATED SERVICES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICE IS WITH YOU.
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6. Limitation Of Liability
SLIDEROOM SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, LOST PROFIT, COVER, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE AGGREGATE LIABILITY OF SLIDEROOM FOR ANY REASON AND UPON ANY CAUSE OF ACTION OR CLAIM, INCLUDING, WITHOUT LIMITATION, SLIDEROOM'S OBLIGATION TO INDEMNIFY AND HOLD HARMLESS UNDER THIS AGREEMENT, SHALL BE LIMITED TO THE AMOUNT OF LICENSE FEES PAID TO SLIDEROOM BY YOU HEREUNDER FOR THE SPECIFIC PORTION OF SERVICE GIVING RISE TO SUCH CAUSE OF ACTION OR CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.
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7. Termination
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7.1 By SlideRoom
SlideRoom may revoke the rights conferred by this Agreement at any time, for any reason. In addition to various other express rights of SlideRoom to terminate this Agreement set forth herein, SlideRoom shall also have the right to terminate this Agreement immediately and cancel any unfilled portion of it by written notice to you if (i) You become bankrupt or insolvent or enter into any arrangement or composition with your creditors or if a receiver is appointed to direct the business of your organization, or (ii) if your organization sells or assigns its rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, or (iii) upon your breach of this Agreement or confidentiality and nondisclosure provisions contained herein, or (iv) upon a violation of SlideRoom's proprietary rights hereunder. SlideRoom shall have the right to terminate this Agreement upon thirty (30) days prior notice upon any breach of any other material provision of this Agreement by your organization, its officers, directors, partners, employees, agents, or Applicants, including, if SlideRoom has notified you of such breach in writing and you have not cured such breach within thirty (30) days after receipt of such notice, or upon thirty (30) days written notice to you upon termination of the business of your organization. The termination of this Agreement shall automatically terminate and extinguish the rights conferred hereunder.
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7.2 Post-Termination Obligations
Within thirty (30) days after the termination of this Agreement, You shall return any copies of the Programs to SlideRoom, or at SlideRoom's sole discretion, erase any copies of the Programs from all storage media in your possession, and certify the completion of such destruction in writing to SlideRoom. You also agree to remit to SlideRoom any application fees due SlideRoom, as contemplated by ¶ 2 hereof, collected by you prior to termination.
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8. Miscellaneous
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8.1 Entire Agreement
This Agreement, including all attachments, evidences the complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes and merges all previous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the parties with respect to the subject matter hereof. This Agreement may not be modified except by a writing subscribed to by authorized representatives of both parties.
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8.2 Force Majeure
Neither party shall be liable to the other for any delay or failure to perform any of the services or obligations set forth in this Agreement due to cause beyond its reasonable control. Performance times shall be considered extended for a period of time equivalent to the time lost because of such delay.
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8.3 Governing Law
This Agreement and performance hereunder shall be governed by the laws of the State of Texas as applied to agreements entered into among Texas residents to be performed entirely within Texas, without giving effect to the principles of conflict of laws of such state or international treaties. SlideRoom and you hereby agree on behalf of yourself, your organization and any person claiming by or through them that the sole and exclusive jurisdiction and venue for any litigation arising from or relating to this Agreement or the subject matter hereof shall be an appropriate federal or state court located in Dallas, Texas.
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8.4 Assignment
This Agreement shall apply to, inure to the benefit of, and be binding upon the parties hereto and upon their permitted successors in interest and permitted assigns. You may not assign, without the prior written consent of SlideRoom, your rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be deemed a material breach of this Agreement. SlideRoom may assign this Agreement.
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8.5 No Waiver
The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.
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8.6 Enforceability
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement shall continue in full force and effect.
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8.7 Headings
The headings of the sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.
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8.8 No Third Party Beneficiaries
The Parties agree that this Agreement is for the benefit of the Parties hereto and is not intended to confer any fights or benefits on any third party, and that there are no third party beneficiaries as to this Agreement or any part or specific provision of this Agreement.
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8.9 Limitation of Actions
No action, regardless of form, arising out of or relating to this Agreement or the subject matter hereof may be brought by either party more than two (2) years after the cause of action has initially arisen, with the exception of either party's breach of its confidentiality or non-disclosure obligations herein or your violation of SlideRoom's proprietary rights in the Service or any other Service owned by SlideRoom.
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