Terms of Service for TicketSpice, RegFox, GivingFuel, and RedPodium – software products made by Webconnex LLC
These pages describe the general terms that apply to your use of any of our services. By using our services, you agree to these terms on top of any other terms that apply to a specific service you are using. If you use our services on behalf of your company, your company agrees to them too. Before important sections below, we have put brief call outs that describe part of the key terms, but you should read the entire section, and all the sections. You may even enjoy it.
Hi! You are viewing the Terms of Service (“Terms”) for Webconnex products, which include RegFox, TicketSpice, GivingFuel, RedPodium, Grouprev and Webconnex Payments. These software products and platforms are offered by Webconnex, LLC.
You, the Licensee (“Licensee” or “you”), and Webconnex, LLC, with offices at 914 2nd Street, Sacramento, CA 95814 (“Webconnex”), agree to be bound by these Terms of Service that may be updated from time to time online at: http://www.webconnex.com/terms-of-service.
These Terms of Service (“Terms”) are a legal agreement between you, as a current or prospective customer of Webconnex’s services and Webconnex and govern your use of Webconnex’s services, including any mobile applications, websites, software, cloud-based solutions, hardware, and other products and services (“Services”).
By using any of Webconnex’s services, you agree to these Terms and any policies referenced within them, including our Privacy terms (see Section 13) and terms that limit our warranty and liability (see Sections 17, 18) and require individual arbitration for any potential legal dispute (see Section 22), which are collectively incorporated herein. You also agree that if you use any Webconnex services that incorporate third party platforms, you will abide by the terms and policies of those third parties. And, your failure to abide by our terms, or the terms of third parties, may result in termination of our relationship. If you are using Webconnex’s services on behalf of a business, you represent to Webconnex that you have authority to bind that business or entity to these terms, and that business accepts these terms. As much as you might not want to, you should read all of the following Terms carefully because you are agreeing to be bound by them.
Third Party Terms: Please be aware, if you are using Webconnex products in conjunction with merchant processing, you are subject to the processor’s and/or platform’s respective Terms of Service and Privacy Policy.
This describes who owns what and our relationship. Here’s a hint: we own what’s ours, you own what’s yours, and you agree not to say otherwise, or to claim we’re more than two businesses doing business.
1.1 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 the Parties’ agreement and these Terms. 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.
1.2 Relationship.
Licensee’s relationship with Webconnex is that of an independent contractor. Nothing in these Terms is intended to create or should be construed to create a partnership, agency, joint venture, or employment relationship between Webconnex and Licensee and any of Licensee’s employees. Licensee is not authorized (and will not hold itself out as having authority) to make any representation, contract, or other commitment on behalf of Webconnex. Unless otherwise stated in these Terms or otherwise impractical given the nature of the services, Licensee will have exclusive control over the manner and means of use of Webconnex’s services, including, without limitation, the choice of place and time.
What we agree to do for you, including how we’ll treat your data, and what’s beyond our control.
2.1 Provision of Webconnex Services.
Webconnex will (a) make the Webconnex Services, Content and Client Data available to a Licensee pursuant to these Terms, (b) provide applicable standard support for the Webconnex Services to Licensee at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Webconnex Services available 24 hours a day, 7 days a week, with 99.9% uptime, except for: (i) planned downtime (of which Webconnex shall give advance electronic notice as provided in the Guidelines, if applicable), and (ii) any unavailability caused by circumstances beyond Webconnex’s reasonable control, including, for example, when various service providers experience outages (beyond our control), an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, or denial of service attack.
2.2. Protection of Client Data/Privacy Provisions.
Webconnex will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data, as described in the separately stated “Guidelines” (where applicable). Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Webconnex personnel except (a) to provide the Webconnex Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 5.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.
While we have implemented safeguards to secure any personal information and Client Data from accidental destruction, loss, alteration and from unauthorized access, use, alteration, or disclosure, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Licensee’s information or Client Data for improper purposes. Licensee provides its information, or its Client Data, at its own risk.
Licensee is solely responsible for safeguarding its password(s), if any, and for restricting access to Webconnex’s Services from any mobile devices and computer(s). Licensee will immediately notify us of any unauthorized use of your password or account or any other breach of security. Licensee will immediately take all reasonable steps to mitigate the effects of a security breach and will cooperate with Webconnex and provide all information requested by us to remediate the breach. Any assistance provided by Webconnex in relation to a security breach does not in any way operate as acceptance or acknowledgement that Webconnex is in any way responsible or liable to Licensee or any other party in connection with such breach.
The Services may be performed using equipment or facilities located in the United States. Webconnex’s US service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by Webconnex customers when using the Webconnex Service will receive from Webconnex and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).
By agreeing to these Terms, Licensee grants Webconnex a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Webconnex Services. Webconnex will inform Licensee of changes in such processors in accordance with the procedure of modifying these Terms as stipulated in these Terms.
As more fully described in our Privacy Policy, found here, Webconnex complies with the California Consumer Privacy Rights Act (CCPA), the California Privacy Rights Act (CPRA), and other applicable privacy laws.
2.3. List of Processors.
This describes who we may work with and who may be helping us provide services to you.
In general, as a data processor (as more fully explained in our Privacy Policy), we send data to the Licensee’s payment gateway of choice, and Licensee understands and agrees to the same. We also work with numerous third party software providers and payment processors. Some of those third parties are dependent on the features you use within the Service. If you have questions about who we work with, please contact us. By working with us, you agree to abide by these Terms and the applicable terms of any third-party service providers. As more fully set forth in the warranty and indemnity language below, we make no guarantees about the reliability, accuracy, or data handling of any third parties, and we are not responsible for the actions of various third parties who receive Licensee data.
2.4 Payment Processing.
Webconnex offers a preferred payment processor called Webconnex Payments for merchant processing. You can elect to use another 3rd party payment processor that is currently supported within the Webconnex Service for an additional 1% transaction fee, billed monthly, unless you are outside the service area of Webconnex Payments. When using 3rd party payment processors, you are subject to and responsible for paying all applicable merchant processing fees directly to the payment processor. Additionally, when using 3rd party payment processors, all fees for the Webconnex Services will be billed monthly by credit card on file. Furthermore, you acknowledge and understand that some features and functionalities within the Webconnex Services may be unavailable or function differently because of the limitations with these 3rd party payment processors.
2.5 Webconnex Payments.
This summarizes the costs and rules for use of our payment processing platform, Webconnex Payments, including fees, and how we address refunds, reserves, license fees, and payouts. In other words, what we charge and how we process fees and payments.
When using Webconnex Payments, you are subject to the terms and conditions established by the major card brands - Visa, Mastercard, American Express and Discover, and are subject to the payment processing agreement and applicable merchant fees.
2.5.1 Merchant Fees:
2.5.2 Refunds.
Webconnex Payments must be notified within 72 hours of an event cancellation and funds equal to the total balance of refunds due must be made immediately available. Webconnex Payments may refuse to act upon a refund instruction, or delay executing the instruction, if you are the subject of a bankruptcy or insolvency proceeding or action, or if it would cause a negative balance in your account, or if Webconnex Payments believes that there is a risk you will not meet your liabilities under your agreement with Webconnex Payments or Webconnex. Credit card fees and application fees (or just “fees”) will be refunded when Webconnex Payments issues a full refund. Fees will not be refunded when a partial refund is issued.
2.5.3 Payouts.
Webconnex Payments will instruct Adyen (and/or its related bank or financial institution, collectively referred to as “Adyen”) to payout and transfer funds to the customer’s bank account upon the selected schedule for which customer is qualified. Payouts outside this schedule are at the sole discretion of Webconnex. Webconnex Payments will instruct Adyen to distribute funds to the customer’s bank account weekly, or upon such other schedule as may be necessary or determined by Webconnex Payments. Customers may request ad-hoc payouts subject to Webconnex Payments approval. If the applicable processor or bank cannot transfer the funds to the customer’s bank account or other payment instrument (due to inaccurate or obsolete bank account information entered by the Merchant, or for any other reason), Webconnex Payments, or Adyen may instruct the bank to refund the funds to the purchaser or escheat them. Neither Adyen, Webconnex Payments, nor the end purchaser will have any liability to licensee for funds so refunded or escheated.
Payouts to a bank account or other payment instrument may be limited or delayed based on your perceived risk and history with Webconnex Payments and/ or Adyen. Should Adyen, Webconnex Payments, or a bank need to conduct an investigation or resolve any pending dispute related to your account, Webconnex Payments may instruct the bank to defer payouts or restrict access to your funds for the entire time it takes us to do so. The bank may also defer payouts or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or a governmental entity/officer. Webconnex Payments may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order. Webconnex Payments may instruct the bank to deliver or hold any funds or any information as required under such order. Neither Webconnex Payments, other processors, or any bank, are responsible for any losses that you may incur as a result of our response or compliance with a legal order.
Furthermore, if Webconnex Payments or the bank perceives risk due to future chargebacks or disputes as a result of transactions to your account, Webconnex Payments may instruct the bank to defer payouts and/or restrict access to your funds until Webconnex Payments, a processor and the bank reasonably believe, in their respective sole discretion, that the risk of receiving a chargeback or dispute has passed. All payouts to customers are subject to review for risk and compliance purposes and can be delayed or postponed at Webconnex Payment’s sole discretion. The bank account or other payment instrument linked to your account will remain open while you use Webconnex Payments and for at least 180 days afterwards (or longer as we may request). During this time, you will ensure that Webconnex Payments is permitted to initiate debit and credit entries to or from your bank account or other payment instrument to cover any negative balances.
2.5.4 Reserves.
At any time and from time to time, Webconnex Payments may temporarily suspend or delay payments to you and/or require a "Reserve" (defined below) to protect Webconnex Payments, Adyen and the bank against the risks from you using the Webconnex Service, including chargebacks, refunds, and/or other liabilities. [A "Reserve" is funds the bank may withhold from you or require you to pay or obtain from any bank account or other funding source associated with any account you hold with Webconnex Payments or Adyen, and which the bank maintains to protect Webconnex Payments, Adyen, and the bank against a risk that we or the bank reasonably anticipate. Or, Webconnex Payments may fund the reserve through using funds you provide upon our request; or using funds that any Webconnex company may owe for transactions that you accept through our services, or debiting your bank accounts.]
We will notify you of the amount of any required Reserve, which we will determine in good faith. Webconnex Payments may (but is not required to) apply funds in the Reserve toward, and set off any funds that would otherwise be payable to you against, the satisfaction of any amounts due from you pursuant to these Terms or our agreement with you. The bank will hold and control any required Reserve. The Reserve will not bear interest, and the bank can commingle the Reserve with other funds. You have no interest in any Reserve other than a contingent right to receive any unused funds. Webconnex Payments may periodically instruct the bank to increase your required Reserve, or return Reserve funds no longer needed to manage your risk. When Webconnex and the bank decide a Reserve is no longer needed, the bank will return all unused Reserve funds to you. The right to require a Reserve will survive termination of any specific Licensee Agreement.
2.6. Automatic Payment of License Fees.
Here are the details on how our fees are charged – we process fees automatically. And here’s how it works if you terminate the agreement.
Licensee agrees and understands that Webconnex shall process agreed upon licensee fees on an automatic basis. License fees vary by product and package. At the sole determination of Webconnex, payment of fees may either be deducted from each customer transaction or payments may be in the form of Visa, Mastercard, Visa, American Express, or Debit Card. In the case of monthly license fees, the licensee fee shall cover the use of licensed product for the month following payment. Payments will automatically recur each month. Licensee may terminate the parties’ agreement as provided in these Terms; however, no refunds of license fees will be paid for unused days in the month of receipt of cancellation request. For questions and requests for refunds, please email us at help@webconnex.com.
If you have any questions about pricing associated with use of the Webconnex Payments, please contact us at help@webconnexpayments.com.
This one is important, as it limits how our products and services can be used and not used. These rules are set by us and, in part, others we work with, so unfortunately we can’t be flexible here. And note: because you may disagree with certain groups, ideas, or events, that doesn’t equate to hate or violence.
By using Webconnex Products, Licensee also confirms that it will not accept payments or use Webconnex’s services in connection with the following activities, items, services, or vendors:
In addition, you may not use the Service for:
When using Webconnex Payments, Licensee also confirms that the following activities, items, services, or vendors are restricted and may require special approval:
Note: Webconnex may use evidence other than Licensee’s Account information to determine whether Licensee controls 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 Licensee has received funds resulting from fraud or a prohibited activity, those funds may be frozen, returned to the Purchaser, or seized. And Webconnex reserves the right to report such activity to law enforcement.
Like Section 3, this one is also important, as it limits what you can upload or display while using our products or services. And note: we reserve the right to refuse service to any campaign we find to be objectionable, offensive, in poor taste, or just not funny. Like Ace Ventura 2, the first one was good enough. The second one, not so much.
4.1 Licensee agrees to NOT 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; (b) is threatening, abusive, harassing, defamatory, libelous, invasive, hateful, or racially, religiously, ethnically or otherwise objectionable; or (c) concerns cannabis and marijuana.
4.2 Licensee agrees not to use Webconnex for link building (i.e., people who sign up for the sole purpose to create links to other sites for search engine purposes), card testing (trying to test credit cards), online gaming, including slots or gambling, or impersonating others without their express and authorized permission. Any user who signs up or uses Webconnex’s services under false or fraudulent pretenses will be removed from Webconnex’s services, and have its account terminated immediately, without notice or warning.
4.3 Further, Licensee agrees NOT to use Webconnex to sell tickets for, raise donations, create registration for any organization or event involved in the prohibited activities noted in this section. Doing so will result in removal of Licensee’s campaigns(s) and immediate termination of Licensee’s account, without advanced notice by Webconnex.
4.4 Webconnex reserves the right to refuse service to any account it deems, in its sole and absolute discretion, to be in poor taste.
How you must treat client data, and how you authorize us to use client data as part of using our products and services, is important. You must have the necessary rights and permissions to use client data, and comply with all applicable privacy policies, terms and conditions, and Webconnex does not have any responsibility for the content of client data. If we find anything illegal or in violation of our terms and conditions, we have the right to take it down or remove it.
5.1 Uploading Client Data to Platform.
If the Licensee uploads Client Data to the Webconnex Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable privacy laws and regulation. All rights, title and interest in and to the Client Data belong to the Licensee or third persons (including Users, persons and Organizations) whether posted and/or uploaded by you or made available on or through the Webconnex Services by Webconnex. By uploading Client Data to the Webconnex Platform, Licensee authorizes Webconnex to process the Client Data. The Licensee is responsible for ensuring that:
5.1.1. The Licensee and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Webconnex, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful; and
5.1.2. Licensee and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Webconnex Platform and process it by means of the Account.
5.2 No Guarantee of Accuracy.
Webconnex does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that Licensee think carefully about what Licensee transmits, submits or posts to or through the Webconnex Services. Licensee understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Licensee, and not Webconnex, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Webconnex Services, as well as for any actions taken by Webconnex’s or other Clients or Users as a result of such Client Data.
5.3 Unlawful Client Data.
Webconnex is not obliged to pre-screen, monitor or filter any Client Data or acts of its processing by Licensee in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Webconnex, or if there is reason to believe that certain Client Data is unlawful, Webconnex has the right to:
1. notify Licensee of such unlawful Client Data;
2. deny its publication on the Web Site or its insertion to the System;
3. demand that Licensee bring the unlawful Client Data into compliance with these Terms and applicable law;
4. temporarily or permanently remove the unlawful Client Data from the Web Site or Account, restrict access to it or delete it.
If Webconnex is presented convincing evidence that the Client Data is not unlawful, Webconnex may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Account or access to which was restricted.
In addition, in the event Webconnex believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Webconnex may (but has no obligation), to remove such Client Data at any time with or without notice.
Without limiting the generality of the preceding sentence, Webconnex complies with the Digital Millennium Copyright Act, and will remove Client Data from the Webconnex Platform upon receipt of a compliant takedown notice, as more fully described in Section 21.5 and 21.6.
Webconnex as the data processor will assist Licensee as the data controller in meeting Licensee’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.
5.4 Compelled Disclosure.
Webconnex may disclose user’s confidential information obtained by Licensee to the extent compelled by law to do so. In such instance, Webconnex will use commercially reasonable efforts to provide Licensee with prior notice of the compelled disclosure (to the extent legally permitted) and Licensee shall provide reasonable assistance, at its cost, if Licensee wishes to contest the disclosure. If Webconnex is compelled by law to disclose Licensee’s confidential information as part of a civil proceeding to which Webconnex is a party, and Licensee is not contesting the disclosure, Licensee will reimburse Webconnex for its reasonable costs of compiling and providing secure access to that confidential information.
5.5 Personal Information
As more fully set forth in our Privacy Policy, we may receive personal Information of Licensee’s users from Licensee or its users for the purpose of performing Services on Licensee’s behalf as described in these Terms. As more fully described in our Privacy Policy, Webconnex agrees that it will process any personal information collected, processed, stored or transmitted by, or accessible to us in the course of these Terms, and any other applicable terms referenced herein, only on Licensee’s behalf, and for the purpose of providing Licensee or its users with the Services in these Terms and other applicable terms linked above based on the products Licensee uses. Webconnex acknowledges that it is prohibited from: (i) selling the personal Information; (ii) retaining, using, or disclosing the personal information for any purpose other than providing to Licensee the Services specified in these Terms, and other applicable terms referenced above. As part of, and for purposes of, facilitating the Services, Webconnex may (i) de-identify or aggregate the personal information; and (ii) process the personal information for operational purposes, including, without limitation, verifying or maintaining the quality and safety of the Services; improving, updating or enhancing the Services either for Licensee or for our customers generally; detecting and preventing fraud, and for protecting the security and integrity of our Services; and complying with our legal obligations. Licensee acknowledges and agrees that personal information that it, or its users, discloses to Webconnex is provided to Webconnex for the parties’ business purposes. Webconnex reserves the right to delete any personal information stored pursuant to these Terms in the ordinary course of business, pursuant to our retention schedules. Further, Webconnex agrees to comply with all applicable privacy laws, as more fully set forth in our Privacy Policy found here.
For the purposes of Article 28 of Regulation (EU) 2016/679, these Terms (as well as the terms of Webconnex’s Privacy Policy (see Section 13), the terms of which are expressly incorporated herein) constitute the data processing contract between Licensee as the data controller and Webconnex as the data processor, unless the parties have separately executed a Data Processing Agreement/Addendum (DPA). Licensee hereby instructs Webconnex to process the data as described in these Terms.
6.1 Subject matter and nature of processing.
Webconnex provides the Platform where Licensee, as the data controller, can collect, store and organize the personal data of data subjects determined by Licensee. To the extent not regulated by these Terms, Licensee decides how they use the Platform.
6.2 Duration.
Our agreement with you, like all good things, must come to an end at some point, and when that happens, here’s how we’ll treat your data or dispose of it.
Webconnex will process data on behalf of Licensee until the termination of the Webconnex Services in accordance with these Terms. Upon termination, Webconnex will store Licensee’s data for a period of six months, should Licensee wish to reopen the Account to resume the use of the Webconnex Services or to export Client Data, unless instructed otherwise by Licensee. Webconnex deletes or returns all the personal data to the Licensee as controller after the end of the provision of services relating to processing, and deletes existing copies unless applicable laws require storage of the personal data.
6.3 Parties’ rights and obligations.
Licensee’s rights and obligations regarding Client Data are provided in sections 5 and 6 of these Terms. Licensee ensures that persons authorized to process the personal data collected by Licensee have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Webconnex takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. Webconnex undertakes to make available to the Licensee as controller all information necessary to demonstrate compliance with its obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Licensee as the data controller.
Here is where you agree that our deal is just between us, and can’t be transferred by you to anyone else.
Licensee agrees the Services provided by Webconnex for Licensee under the parties’ 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.
Licensee also agrees that as the controller for any private, personal information or sensitive personal data, that it complies with all applicable statutes, regulations, and authorities concerning the collection, storing, transmission, sale or commercial use of the same. And Licensee will indemnify Webconnex from any harm, damage, claim, or injury caused to Webconnex by Licensee’s failure to abide by any applicable privacy policies.
Licensee also agrees that, for the duration of its relationship with Webconnex, it will only use, for event ticket / registration protection and refund services, the service of Purchase Protection, LLC, and will not use any other event, ticketing, refund, or purchase protection service offered by any other party or service. The parties agree that this is a material term of their agreement and relationship, and Licensee’s attempt to use, or use of, a third-party event ticket / registration protection or purchase protection service shall constitute a material breach of the parties’ agreement and these Terms, entitling Webconnex to rescind the Agreement and, if warranted, seek damages from Licensee.
We will do our best, and we’re pretty good at what we do, but we can’t guarantee any particular outcome for you in your individual goals for using our products or services.
Webconnex agrees to use commercially reasonable efforts in the provision of its services, but does not guarantee to Licensee any level of success in terms of ticket sales, donations, registrations, sponsorships, sales, memberships, or any other aspect as a result of Licensee’s use of Webconnex’s services. Webconnex agrees to, to the extent required by law, comply with any applicable privacy policies in its receipt, storage, and transmission of any personal or confidential personal data/information, as more fully set forth in Webconnex’s Privacy Policy.
Although we’re pretty awesome on our own, we reserve the right to subcontract some of the services that you may be provided, and you’re ok with that, and with us disclosing the information we have to disclose to make that happen.
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 12.
You agree to have our back legally if certain things happen as a result of your actions or information you provide to us, and you agree that we’re not on the hook to you if things happen beyond our control.
Licensee indemnifies and holds Webconnex, its parent, subsidiaries and affiliates, if any, and the respective employees and agents of any of them, harmless from and against any lawsuits, claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) incurred by Webconnex as a result of an actual or alleged breach of your representations, warranties, or obligations in these terms; your wrongful or improper use of our services or products; your violation of any third-party right, including rights of privacy, or intellectual property rights; your or your affiliate’s failure to obtain and/or maintain any license/permit/approval which may be required by any applicable local, regional, or national authority; you or your affiliate’s failure to abide by any applicable privacy or data protection policies; you or your affiliate’s failure to abide by the applicable terms or policies of third-party payment platforms; and any third party claim against Webconnex pertaining to the content on Licensee’s website. Further, Licensee agrees that Webconnex and its parent, subsidiaries and affiliates, if any, and the respective employees and agents of any of them, shall have no liability in connection with any lawsuits, claims, damages, liabilities, losses, or expenses (including reasonable attorneys’ fees) incurred as a result of outages at payment processors, internet providers (e.g., Spectrum), or server hosts (Amazon) utilized by Webconnex. Licensee agrees that Webconnex is not responsible for outages for which it is not responsible and over which it has no control. Licensee shall not be responsible for injuries attributable to the acts or omissions of Webconnex, its parent, subsidiaries, and affiliates, if any, or the respective agents and employees of any of them.
Here’s where we describe what is (and is not) confidential information, how it will be treated and protected, and the remedies for breach of this section.
11.1 To the extent applicable to Licensee, depending on Licensee’s relationship with Webconnex, and unless otherwise defined in a separate licensee agreement, “Confidential Information” of a party shall mean all confidential or proprietary information and documentation of such party, whether or not marked as such, and includes all non-public, sensitive, proprietary, or confidential information, in verbal, visual, printed, electronic, or other tangible or intangible forms, of Webconnex or Licensee, and/or their existing and prospective customers, investors, suppliers, and other associated third parties, including, but not limited to, any trade secrets, or additional information, whether disclosed intentionally or unintentionally and whether or not marked or designated as “confidential.”
11.2 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.
11.3 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 these Terms; 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.
11.4 Where applicable, 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.
11.5 If Licensee or any of its representatives are required by law or a valid legal order to disclose any Confidential Information of Webconnex, Licensee will notify Webconnex of such requirements before any such disclosure, unless legally prohibited, so that Webconnex may seek a protective order or other remedies. Licensee will reasonably assist Webconnex with any such efforts. If Licensee remains legally compelled to make such disclosure, it shall: (i) only disclose that portion of the Confidential Information of Webconnex that Licensee is required to disclose, and (ii) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.
11.6 Where applicable, within thirty (30) days after termination of a written licensee agreement, or thirty (30) days after receipt of a written request from Webconnex, Licensee shall, if requested by Webconnex, provide Webconnex with a copy of any Webconnex Confidential Information in Licensee’s possession; securely destroy all Webconnex Confidential Information in Licensee’s possession, including any existing copies; provide written confirmation to Webconnex that all Webconnex Confidential Information in Licensee’s possession was destroyed.
11.7 The obligations of confidentiality herein shall begin immediately upon Licensee’s having access to any Confidential Information, shall continue during and after the termination of any agreement between Licensee and Webconnex, for so long as the information at issue continues to meet the definition of Confidential Information, or until the information has become public knowledge other than as a result of Licensee’s or its representatives’ acts or omission.
11.8 Irreparable Harm. The Parties agree that Webconnex’s ability to reserve its Confidential Information for its exclusive knowledge and use is of great competitive importance and commercial value. Any improper use or disclosure of the Confidential Information will be a material breach of these Terms and the parties’ agreement, and will cause irreparable harm or injury to Webconnex for which money damages would be an inadequate remedy, and that in addition to remedies at law, Webconnex is entitled to equitable relief as a remedy for any such breach or potential breach, including without limitation, injunctive relief without the posting of a bond or other security. Licensee waives any claim or defense that Webconnex has an adequate remedy at law in any such proceeding. Nothing in these Terms shall limit the equitable or available remedies at law for Webconnex.
Privacy is a big deal, and we care about you and your data, and we want you know how we obtain, store, and manage data. We do everything we can to comply with all applicable privacy laws. You can read all about it, in detail, in our Privacy Policy.
Webconnex takes the privacy of its Clients and Users very seriously. Webconnex’s Privacy Policy at https://www.webconnex.com/privacy-policy/ is hereby incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs Webconnex’s collection, use, and disclosure of Licensee’s or a user’s personal information. By working with Webconnex, you agree with the Webconnex Privacy Policy.
This where we and you promise that we can enter into these agreements, we will abide by these Terms, and won’t do anything to violate the law or these Terms.
13.1 Mutual Representations & Warranties.
Each Party represents and warrants that it possesses the full right, power and authority to enter into and fully perform its obligations under the parties’ agreement and these Terms; it is free of any contractual obligation that would prevent it from entering into or performing its obligations under the parties’ agreement or these Terms; it will comply with all applicable laws, regulations, and orders of any governmental authority applicable to its performance of the parties’ agreement and these Terms; and it will not willfully engage in any illegal, fraudulent, or deceptive acts or practices with respect to its performance under the parties’ agreement or these Terms.
13.2 Licensee’s Representations & Warranties.
13.2.1. Licensee further represents and warrants that its use of Webconnex’s services will not violate, infringe, contributorily infringe, or misappropriate any third party’s copyright, patent, trademark, or other intellectual property or proprietary rights, or the right of privacy or publicity, or tort or contractual right of any third party.
13.2.2. Licensee represents and warrants that Licensee will not use any information learned or obtained in connection with the Parties’ agreement or these Terms to knowingly or unknowingly copy, assist a third-party in copying, any of Webconnex’s services, platforms, or technologies.
13.2.3. Licensee further represents and warrants that in connection with its use of Webconnex’s services, technologies, and platforms, and use of Webconnex Payments platform, Licensee (and its affiliates, if any) will comply with any and all applicable laws, regulations, rules, ordinances, licensing and/or permitting requirements (where applicable), and fair labor standards, shall take all reasonable steps to ensure that at all times it is meetings its obligations under fair labor standards laws. Further, Licensee agrees that it will only request and use Webconnex’s products and services to offer tickets and registrations to an event after Licensee has obtained any specifics licenses/permits/approvals for such event, as may be required by any federal, state, local, municipal or other authority. Licensee agrees to provide evidence of any relevant licenses/permits/approvals prior to Webconnex offering tickets or registrations for events and promptly upon the reasonable request of Webconnex from time to time. Licensee further represents and warrants that it complies with all applicable laws and regulations (e.g., privacy laws and consumer protection laws) concerning the receipt, storage, transmission, use, sale or transfer of personal information, and that its use of Webconnex’s services will not violate any applicable law or regulation.
Webconnex has built a reputation for great customer support (look at our reviews!). Here we outline the baseline expectations.
Unless otherwise specified in a separate agreement with you/Licensee, Webconnex will provide a reasonable level of Tier One Support (support to the Licensee). Standard customer service is available between the hours of 8am to 6pm Pacific Time, Monday through Friday. Limited Customer Service is also available after hours on nights and weekends. Webconnex will not be responsible to provide customer service directly with Licensee’s customers, subscribers, members or clients, unless as specifically set forth in a writing signed by Webconnex and Licensee.
Here’s where you agree that we can use your brand, logo, or name for some of our stuff, and you’re ok with that and it’s not infringing your rights.
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, without prior approval by Webconnex. Licensee acknowledges that such use shall not be considered infringement of any intellectual property rights/assets held by Licensee, and Licensee agrees to make no claim or allegation, or bring any suit, claim or proceeding, against Webconnex for infringement, violation, misappropriation or any other claim(s) related to Licensee’s intellectual property assets or rights.
Like we said before, we’re good at what we do, and we’ll do our best, but we don’t provide any guarantees or warranties on our products or services, we can’t guarantee there won’t be any errors or interruptions, and you work with us knowing that.
16.1 No Warranty.
All WEBCONNEX 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 THAT ITS SOFTWARE OR WEBSITE ARE WITHOUT ERROR OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE IN ITS OPERATION OR THAT THE 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, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT.
16.2 Assumption of Risk.
Licensee understands and acknowledges that Webconnex has no control over and does not guarantee the quality, safety, accuracy or legality of any event or content associated with Licensee’s event, the truth or accuracy of any information provided by Licensee’s users (including a consumer’s personal information shared by organizers or you in connection with events) or the ability of any user to contractually perform or complete a contemplated transaction. Webconnex has no responsibility to Licensee or its users for, and hereby disclaims all liability arising from, the acts or omissions of any third parties that Webconnex requires to provide the Services, that Licensee chooses to assist with an event, or that Licensee chooses to contract with when using Webconnex’s Services.
Licensee understands and agrees that some events may carry inherent risk, and by its users participating in those events, Licensee’s users choose to assume those risks voluntarily. For example, some events may carry risk of illness, bodily injury, disability, or death, and Licensee agrees that Webconnex shall have no liability in connection with any injury, incident, damages, or claims arising from any risks presented by Licensee, where applicable.
So, here’s the deal, if you claim you are damaged as a result of something we did, the types of damages you can recover and the amount you can recover from us, are limited and capped as explained here.
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 THE FEES COLLECTED BY WEBCONNEX IN THE 12 MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO THE CLAIM OR, WHERE APPLICABLE, THE MONTHLY BASE LICENSE FEES FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT(S) GIVING RISE TO ANY CLAIM. WITHOUT LIMITATION OF THE FOREGOING, WEBCONNEX SHALL NOT 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; LICENSEE SHALL NOT 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’S SERVICES ARE AT YOUR SOLE RISK.
Licensee recognizes that the covenants contained herein are reasonable and necessary to protect the legitimate interests of Webconnex, that Webconnex would not have entered into an agreement with Licensee or these Terms 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.
During our agreement and for a limited time after, you agree you won’t try to poach our employees. Not that you could, we’re awesome, but you aren’t allowed to try.
Licensee agrees and covenants that during the duration of the Parties’ agreement, and for one year after that, or to the fullest extent permitted by applicable laws, Licensee will not disrupt or interfere with the business of Webconnex by directly or indirectly, and unlawfully, soliciting, recruiting, attempting to recruit or raiding the employees of Webconnex of whom Licensee became aware by working with Webconnex or otherwise inducing the termination of employment of any employee of whom Licensee became aware by working for Webconnex. Licensee agrees that while healthy competition is good, you won’t try to poach our employees using confidential, proprietary, or protected information you obtained during your work with Webconnex.
What “intellectual property” means is important because we’ve worked hard to create our products and services, and it’s important you know what our rights are, and your rights are, to our technology. And, what you can do if you think IP infringement is occurring.
20.1 “Intellectual Property” means all right, title, and interest in and to any or all of the following (in whatever form or medium and whether tangible or intangible): (i) patents and patentable subject matters; (ii) trademarks, trade names, service names, service marks, logos, trade dress, and brand names, whether common law or otherwise (“Trademarks”), (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, websites, and URLs, (iv) works of authorship, expressions, designs, design registrations, templates, code, platforms, applications, software, firmware, application programming interfaces, user interfaces, algorithms, scripts, portals, architecture, files, records, schematics, data, data files, databases, specifications, documentation, and other copyrights and copyrightable works, (v) trade secrets and know-how, (vi) all other property similar or equivalent to the foregoing, (vii) all causes of action that may have or might accrue with respect to the foregoing; and (viii) royalties, fees, income, payments, and other proceeds due or payable with respect to the foregoing, in each case: whether registered or unregistered and whether published or unpublished; and including all registrations and applications for, and renewals reissues, extensions, divisions, and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.
20.2 Licensee acknowledges and agrees that any and all of Webconnex’s Intellectual Property is the sole and exclusive property of Webconnex. Licensee does not and shall not acquire any ownership interest in any of Webconnex’s Intellectual Property under the Parties’ agreement or these Terms, and any goodwill derived from the use by Licensee of Webconnex’s Intellectual Property inures to the benefit of Webconnex or its licensors, as the case may be. If Licensee acquires any right, title, or interest in or to Webconnex’s Intellectual Property (in each case, including, without limitation, any derivative works thereof), by operation of law or otherwise, such Intellectual Property is hereby irrevocably assigned to Webconnex, or its licensors, as the case may be, without further action by either of the Parties.
20.3 Licensee shall not, and shall not cause or encourage any entity or individual to, (i) take any action that may interfere with any of Webconnex’s Intellectual Property, including the ownership or exercise thereof; (ii) challenge any right, title, or interest Webconnex in or to its Intellectual Property; (iii) make any claim or take any action adverse to Webconnex’s ownership of its respective Intellectual Property; (iv) register or apply for registrations, anywhere in the world, for Webconnex’s Trademarks or any other Trademark that is similar to Webconnex’s Trademarks or that incorporates Webconnex’s Trademarks in whole or in confusingly similar part; (v) use any mark, anywhere, that is confusingly similar to Webconnex’s Trademarks; or (vi) misappropriate any of Webconnex’s Intellectual Property.
20.4 If Licensee is an IP owner and has a good-faith belief that Webconnex is using your IP in a way that infringes your IP rights, please let us know as soon as possible, in writing, at help@webconnex.com. Once we receive your notice, we will consider it, contact you if we require further information, and respond appropriately. If Licensee believes a business is using Webconnex’s products or services in any activity that infringes Licensee’s IP rights, please let us know by advising us as soon as possible in writing. Before submitting any such IP notices to us, please consider whether the other business has its own IP notice process, and if so, try that. Upon our receipt of an IP notice of this kind, Webconnex will review the notice and respond appropriately.
20.5 Copyright Infringement. Webconnex prohibits, because it’s not cool or legal, the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. Pursuant to Title 17, United States Code, Section 512(c)(2), or for any other claim of copyright infringement, Webconnex requires that notifications of claimed copyright infringement be sent by e-mail to us at: help@webconnex.com.
When contacting Webconnex, please provide us the following information (or send us a filled out copy of this form):
(a) a statement that you have identified content on Webconnex’s products or services that infringes your copyright or the copyright of a third party on whose behalf you are entitled to act;
(b) a description of the copyright work(s) that you claim have been infringed;
(c) a description of the content that you claim is infringing and the URL(s) where such content can be located;
(d) your full name, address and telephone number, a valid email address on which you can be contacted, and any other contact or identifying information you think would help us identify you;
(e) a statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you that the information in your notice is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
(g) With respect to your statement that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed, confirmation that such statement is made under penalty of perjury; and
(h) Your electronic or physical signature (which may be a scanned copy).
Webconnex will process any notice of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. Section 512(c)(3) or other applicable copyright law. Once we have received a compliant notice, we will act expeditiously to remove or disable access to the infringing material. We will then promptly notify the user that originally uploaded the material that it has been removed. But a head’s up: we don’t like false or misleading statements, and U.S. law provides significant penalties for submitting false reports.
20.6 Termination for Repeat Infringement.
20.6.1 In accordance with the DMCA and other applicable and relevant laws, Webconnex will promptly terminate without notice any user's access to the Webconnex Services if that user is determined by Webconnex, in its sole discretion, to be a "repeat infringer." A repeat infringer includes, without limitation, a user who has been notified by us of infringing activity violations more than twice and/or who has had any user-submitted content removed from the Service more than twice. In other words, it’s a two strikes and you’re out rule, not a three strikes rule.
20.6.2 Webconnex may also, at our sole discretion, limit access to the Webconnex Service and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
20.6.3 Webconnex also accommodates and does not interfere with standard technical measures.
20.6.4 And, just a heads up, if you’re a repeat infringer, we won’t provide you a refund because we terminated you for repeated infringement of these Terms or and individual agreements between Webconnex and a licensee.
Note: The foregoing policy and process apply to copyright only. If you discover any content that you believe to be in violation of your trademark rights, please report this to us by email at help@webconnex.com. In all other cases, if you discover content that infringes any or violates any of your other rights (or you credibly believe infringes the rights of third parties), which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offence, or which constitutes impersonation, harassment, spam or otherwise violates these Terms of Use or applicable law, please report this to us at help@webconnex.com so we can address it.
Use of Webconnex Trademarks. Webconnex has registered its unique marks, which are awesome, and goes to great lengths to protect them. For this reason, outside of default branding that appears on certain web pages (which may include our marks), use of our marks requires written approval by Webconnex. Any unauthorized use of our marks will be addressed and we will take any necessary actions to protect our marks and avoid any consumer confusion.
20.7 No Spamming.
The Telephone Consumer Protection Act, the CAN-SPAM Act (“TCPA and CAN-SPAM”) and other authorities, prohibit certain types of unauthorized third-party communications, aka spamming. Licensee acknowledges that it is familiar with the requirements of applicable laws, agrees that Licensee will not utilize any feature of Webconnex’s Service to violate – or to assist others in violating – any laws, including the TCPA and CAN-SPAM Acts that protect consumers from unwanted communications. Licensee agrees that it will defend, indemnify, and hold harmless Webconnex from and against any claims, suits, damages, and liability arising from or related to Licensee’s breach, or alleged breach, of any consumer communications protections acts. Further, while Webconnex’s services may allow Licensee to contact its customers/users, Licensee understands and agrees that it is solely responsible for the contents and timing of any communications, Licensee represents that it has any and all necessary rights to the contents of any such communications, and Licensee understands and agrees that it shall be solely responsible for any liability or claims arising from such communications, and agrees to defend, indemnify, and hold harmless Webconnex from and against any claims, suits, damages, and liability arising from any such communications by Licensee.
In the event we have a dispute, here’s how we’ll handle it. And read carefully, because you’re waiving your right to a jury or judge trial and agreeing to arbitration, which can be quicker, cheaper, and confidential.
21.1 Fee Dispute.
In the event of a good faith dispute between Licensee and Webconnex regarding any fees due, Webconnex will promptly notify Licensee in writing of the amount of and reason for the dispute, but in no event later than ten (10) days after the day on which the payment is due. Licensee may not withhold the disputed portion of the fees until the resolution of the dispute.
21.2 Arbitration.
Subject to Paragraph 19, any disputes arising from or related to these Terms of Service (other than Webconnex seeking equitable relief) that cannot be resolved informally by Licensee and Webconnex shall be resolved by arbitration before the Arbitration Association of America (AAA), in Sacramento, California, with Licensee and Webconnex to share equally the costs associated with the arbitration
The arbitrator shall be selected by Licensee and Webconnex. If they cannot agree on an arbitrator, each of the parties – Licensee and Webconnex – shall each select an arbitrator and the group of resulting arbitrators shall select one arbitrator to adjudicate the dispute. The arbitrator shall render his/her decision within ninety days, and the decision of the arbitrator shall be final and binding on the parties and all of their respective heirs, successors and assigns. Judgment rendered by the arbitrator may be entered in any court having jurisdiction. The prevailing party shall be entitled to recover attorney’s fees and costs, but no punitive or exemplary damages may be awarded. The Parties understand and agree that they are waiving their right to trial before a court and/or a judge in civil court. The Parties understand and agree that this provision is a material provision of these Terms and they had an opportunity to consult with legal counsel before agreeing to this provision.
21.3 Time to Bring Dispute.
Any action or proceeding by you relating to these Terms or your agreement with Webconnex must commence within one year after the cause of action accrues. If you wait longer a than a year to raise an issue, or make a claim, against Webconnex, you will be barred.
This section describes your and our termination rights, and what happens if either side terminates. Just a warning: better be nice to our people, or else.
22.1 Licensee understands and agrees that if it has entered into a Licensee Agreement with Webconnex, it may not terminate its Licensee Agreement prior to the expiration of the term set forth in the parties’ agreement for reasons other than those specified in the Licensee Agreement (i.e., a material, ongoing, and unremedied breach of the agreement), and Licensee is bound by the terms of the agreement concerning pricing, duration, exclusivity, and any other terms.
22.2 Unless otherwise agreed to in a written agreement with the company, which written agreement would control, Licensee may terminate its agreement immediately, at any time, by delivering a written termination notice to Webconnex; 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. Webconnex may terminate the parties’ agreement, if any, at any time by giving at least sixty (60) days’ prior written notice; provided that Webconnex may terminate the parties’ agreement, or access to the Services immediately by delivering a written termination notice to Licensee upon the material or continuing breach of the agreement or these Terms by Licensee or if Licensee infringes or misappropriates the intellectual property rights of Webconnex. Upon termination of the parties’ 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 Webconnex and Licensee shall remain liable for the fees and charges associated with such transactions.
22.3 In addition to the termination provisions set forth herein, Webconnex reserves the right to terminate users or customers for being jerks to Webconnex’s staff, customers, clients, or others. If Licensee or any individual affiliated with Licensee curses, berates or otherwise demeans Webconnex staff, expect to be terminated. Life is too short to put up with demeaning behavior.
22.4 In the event Licensee’s account is terminated by a payment processor for reasons different from or inconsistent with these Terms, Webconnex agrees to use commercially reasonable efforts to place Licensee with a different payment processor at its earliest available opportunity, but Webconnex offers no guarantee of timely placement and Webconnex shall not be liable for any loss of revenue to Licensee caused by a cancellation by a payment processor.
22.5 To the extent permitted by law, all sections of these Terms shall survive the termination of the parties’ written agreement.
23.1. Successors.
These Terms are binding on and inure 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.
23.2 Licensee Obligations.
No transfer or assignment of these Terms shall release Licensee from its obligations.
23.3 No Waiver.
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.
23.4 Governmental Filings.
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 Licensee’s agreement with Webconnex or these Terms.
23.5 Venue and Governing Law.
It is agreed by the parties hereto that venue of any dispute resolution proceeding arising under the parties’ license agreement or these Terms shall be in Sacramento County, California, and the laws of the State of California (excluding its conflicts of laws rules) shall govern these Terms.
23.6 Severability.
Should any part of these Terms be determined to 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 these Terms shall remain valid and in full force and effect.
23.7 Amendment.
The parties agree that these Terms may only be waived, altered, or modified by a mutual, written agreement signed by Licensee and Webconnex.
23.8 Notice.
Any required notice under these Terms of Service 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.
Updated: May 2nd, 2024
