1. Overview

Outside Interactive, Inc., doing business as AthleteReg, BikeReg, RunReg, TriReg, and PledgeReg ("AthleteReg", "we", "us", or "our") provides users who are Event directors, Event planners, and/or charitable organizations, and their representatives ("Event Director", "you", or "your"), access to online event management and registration tools to assist you in planning and managing your Event.

This Terms of Service governs your (and those you provide access to) use of AthleteReg’s websites, platform, software, and mobile applications (collectively, the "Site") as an Event Director and all Services available on or through the Site or otherwise provided by AthleteReg for your Events. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ATHLETEREG. BY USING OR ACCESSING ANY PART OF THE SITE OR SERVICES YOU (ON BEHALF OF YOURSELF AND ANY ORGANIZATION YOU REPRESENT) ARE AGREEING TO THESE TERMS OF SERVICE AND TO OUR PRIVACY POLICY AND TERMS OF USE, WHICH ARE INCORPORATED HEREIN. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, PLEASE DO NOT USE THE SERVICES.

2. Modification of Terms.

AthleteReg reserves the right to modify these Terms of Service at any time. When such changes are made, we will make a copy of the new Terms of Service available to you on our website. By continuing to use or log in to the Services after these Terms of Service have changed, you indicate your agreement to the revised Terms of Service. If you do not agree to our changes, you can stop using the Services at any time.

3. Language

We may translate this Terms of Service, our Privacy Policy, Terms of Use or any other operating rules, policies and procedures that may be published from time to time on our websites into other languages for your convenience. We are not responsible for results of any such translation, including any inaccuracies. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.

4. The Services

4.1 Description of Services. AthleteReg provides Event Directors with means to collect Payments ("Payments") with respect to the sale of entries (including goods and services associated with the entries) for Events registered on the Site, and donations made to charities and causes affiliated with Events registered on the Site. Payments may also include service charges ("Service Fees"), from users ("Registrants or Donors") who want to attend, or make a donation to, such Events, Charities, or causes. Event Directors may visit the Site, fill out a questionnaire about their Event, including pricing, location, enter inventory, and collect Payments online from Registrants or Donors. Payments are processed through third party Payment Service Providers.

4.2 Right to Use. AthleteReg hereby grants you a non-exclusive, non-transferable, limited, revocable, non-sublicensable right to access and use the Services solely for the purposes of creating an Event page with respect to, and promoting, managing, tracking, analyzing data, and collecting Registration and Donation Payments for an Event or Cause that you have registered on the Site, in each case (i) in compliance with this Terms of Service, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). You shall not accept registrations from Registrants located in any country named on the Office of Foreign Assets Control’s Sanction List, available here. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, or commercial purposes (except for the limited commercial purpose of selling event entries through the Site as an Event Director in accordance with this Terms of Service); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; (v) engage in any activity that interferes with or disrupts the Services; or (vi) require collection of potentially sensitive data from Registrants that is not otherwise required by law to collect including, but not limited to, gender, marital status, health records, or banking information (other than for payment).

5. Payments.

5.1 Payment Process. AthleteReg will provide access via its Site to a third-party payment services provider to enable the collection of Payments on behalf of the Event Director from Registrants and Donors. Any applicable Services Fees will be deducted from the Payments and the remainder will be passed along to the Event Director by the means and per the timeline selected during the Event setup process. Event Director agrees that all Payments for a given event will be net of any Service Fees, refunds, disputed charges, chargebacks and other deductions related to the applicable event or otherwise. AthleteReg has no obligation to pay any amount to an Event Director with respect to any event that is cancelled regardless of the reason for the cancellation. If payments have already been made by AthleteReg to an Event Director for a cancelled event, such Event Director will work with AthleteReg to refund all such payments to Registrants according to the Event Director’s refund policy for the Event.

5.2 Service Fees. AthleteReg charges Service Fees on each registration, purchase, and donation Payment that is processed via the Site. The Service Fee amount charged is determined by AthleteReg in its sole discretion. In the event a Registrant or Donor opts to cover the Service Fee, the Donation or Payments amount will be increased to include the Service Fee, which will then be deducted from the Payment due to the Event Director. Service Fees are non-refundable.

5.3 Refund Policy. It is the responsibility of the Event Director to communicate its refund policy to Registrants and Donors and to issue refunds to Registrants and Donors via the Site. An Event Director shall ensure that its refund policy is consistent with the terms of this Terms of Service and the payment and refund mechanics of the Site. Notwithstanding the foregoing, you acknowledge and agree that AthleteReg shall have the right via its Site to issue a refund of any or all Payments at any time for any reason, including without limitation if the Event is cancelled, if AthleteReg receives complaints from a substantial number (as determined by AthleteReg in its sole discretion) of Registrants or Donors with respect to the applicable Event or another Event held by Event Director, or AthleteReg determines in its sole discretion that Event Director has engaged in fraudulent activity or made misrepresentations.

5.4 Charge Disputes. In the event a registrant in your event disputes the charge for their entry with their method of payment, the Registrant will be removed from the Event and the disputed funds will be removed from your event balance. You will also be notified of this removal via the email address listed on your Account. Should the dispute occur after your Event has been fully paid out, you will be given the option to pay for the disputed entry via credit card, using the balance of another event on the Site or a funds pull from the bank account linked to your event. You can have us submit a defense to the dispute for an additional $15 fee. There is no guarantee that the defense will be successful and should the bank find the dispute in the buyer’s favor, you would be invoiced for the disputed funds as well as the $15 fee.

6. Your Account

6.1 Registration. To be a registered Event Director, you agree to: (i) provide true, accurate, current, and complete information about yourself as prompted by the Site registration form ("Registration Data") and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or AthleteReg has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, AthleteReg has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Service (or any portion thereof). You must be at least 18 years of age to register as an Event Director.

6.2 Account Security. As part of the Event Director registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users who you provide access to your account. You agree to (i) immediately notify AthleteReg, at support@athleteReg.com, of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you log out from your account at the end of each session. AthleteReg cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to, or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that AthleteReg shall be the sole arbiter of such dispute in its sole discretion and that AthleteReg’s decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

6.3 Account Monitoring and Suspension. We reserve the right, but have no obligation, to monitor any accounts and/or activities conducted through or related to the Services. We may also deactivate, terminate or suspend your account or access to certain Services at any time for reasons including, but not limited to, the following: (1) a violation of these Terms of Service; (2) if we determine, in our sole discretion, that you have created a risk or possible legal exposure for AthleteReg or any third party; (3) upon any discontinuation of material modification to our Services; (4) unexpected technical security issues or problems; (5) deletion of your information, files and Content associated with your account in association with a request by you; (6) nonpayment of any fees owed by you in connection with the Services; or (7) extended periods of inactivity. Any termination or suspension of your account shall be at AthleteReg’s sole discretion and AthleteReg shall not be liable to you or any third party for any suspension or termination of your account or access to the Services.

7. Content

7.1 Site Content. You agree that all material, excluding Personal Data, but otherwise including, without limitation, information, data, text, design elements, graphics, images, audio, video, and other content ("Content"), contained in or delivered via the Service or otherwise made available by AthleteReg in connection with the Services ("Site Content") is protected by copyrights, trademarks, service marks, trade secrets, or other intellectual property and other proprietary rights and laws. Except as expressly authorized by AthleteReg in writing or in connection with your use of the intended functionality of the Service, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. You shall use the Site Content only for purposes that are permitted by this Terms of Service and any applicable laws and regulations. Any rights not expressly granted in this Terms of Service are reserved.

7.2 Your Content. You acknowledge and agree that if you contribute, provide, or make available any Content to the Site ("Your Content"), you hereby grant to AthleteReg a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display, and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever, provided that with respect to your Personal Data, such right and license is subject to our Privacy Policy and applicable law. You represent and warrant that you have all the rights, power, and authority necessary to grant the foregoing license, and that Your Content (i) does not infringe, violate, misappropriate, or otherwise conflict with the rights, including intellectual property rights, of any third party, and (ii) complies with all applicable laws and regulations. In addition, Your Content must be accurate and truthful. AthleteReg reserves the right to remove any of Your Content from the Site at any time if AthleteReg believes in its sole discretion that it does not comply with this Terms of Service. In addition, you agree that AthleteReg may use your company name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of AthleteReg both on the Site and in marketing and promotional materials.

7.3 Prohibited Content. You are liable for Your Content, in whatever form, that you provide or otherwise make available to or through the Service, including to Registrants and other users of the Service. You agree not to use the Services to upload, post, email, transmit or otherwise make available any Content that:

8. Compliance with Local Laws.

By accessing or using the Services, you agree to comply with all applicable local laws and regulations. You are solely responsible for ensuring that your use of the Services is in accordance with the legal requirements of your jurisdiction. Failure to comply with local laws and regulations may result in the termination or suspension of your account or access to the AthleteReg Site. We reserve the right to cooperate with law enforcement authorities and disclosure information necessary to enforce compliance with local laws and regulations.

9. Third Party Links and Ads.

The Services may contain links to third party websites, services and events (collectively, "Third-Party Links"). That doesn’t mean that we control or endorse such Third-Party Links or any goods or services sold on Third Party Links. We are not responsible for the content, policies or activities associated with any Third-Party Links and you interact with Third-Party Links at your own risk. Similarly, the Services may contain ads from third parties. We do not control or endorse any products being advertised.

10. Privacy.

All information provided by you or collected by AthleteReg in connection with the Services is governed by AthleteReg’s Privacy Policy, located at https://www.outsideinc.com/privacy-policy/, which is hereby incorporated by reference into this Terms of Service. AthleteReg strongly recommends that you review the Privacy Policy closely and fully understand the Privacy Policy before providing any Personal Data through the Service and/or requesting Personal Data from Registrants through the Service.

11. Service Modifications/Interruptions.

Your use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair, or other actions that we may take in our sole discretion and from time to time. AthleteReg reserves the right to at any time modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. AthleteReg will not be responsible to you for a refund, in whole or part, of applicable transaction fees for any reason. You agree that AthleteReg shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

12. Indemnity.

You agree to defend, indemnify and hold AthleteReg, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage, loss, liability, cost and expense (including, without limitation, reasonable lawyer’s and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your Event(s) (including claims for personal injury and wrongful death); your acts and omissions; and/or your violation of this Terms of Service. AthleteReg shall provide notice to you of any such Claim, provided that the failure or delay by AthleteReg in providing such notice shall not limit your obligations hereunder. AthleteReg reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting AthleteReg’s defense of such matter.

13. Disclaimer of Warranties.

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ATHLETEREG HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ATHLETEREG MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ATHLETEREG IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, REGISTRANT, DONOR, OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND ATHLETEREG WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE.

14. Limitation of Liability.

IN NO EVENT WILL ATHLETEREG BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TERMS OF SERVICE, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ATHLETEREG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, AND (III) ANY MATTERS BEYOND ATHLETEREG'S REASONABLE CONTROL. ATHLETEREG SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. ATHLETEREG’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF SERVICE AND THE SERVICES WILL NOT EXCEED THE GREATER OF ANY FEES PAID UNDER THIS AGREEMENT OR ONE HOUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

15. General

15.1 No Waiver. If you do not comply with these Terms of Service, and we don’t take enforcement action right away, that does not constitute a waiver, and we are not giving up any rights that we may have (such as taking enforcement action in the future).

15.2 No Relationship Created. No independent contractor, agency, partnership, joint venture or other such relationship is created by this Terms of Service.

15.3 Governing Law. These Terms of Service are governed by and construed in accordance with the laws of the state of Colorado without regard to its conflict of laws rules. For disputes that are not subject to arbitration, you expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms of Service and or your use of any of the Services resides in the courts located in Denver, Colorado, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. If you are a user based in the European Union, then Irish law shall apply to these Terms of Service and the Irish courts shall have exclusive jurisdiction to hear disputes arising in relation to the Terms. Despite this, your local laws in your European Union Member State may allow you to take legal action against AthleteReg in your Member State and to invoke certain local laws against AthleteReg.

15.4 Force Majeure. AthleteReg shall not be liable for any failure or delay in performance to the extent that such default or delay is caused, directly or indirectly, by an event beyond such AthleteReg’s reasonable control, including without limitation: fire, flood, earthquake or other acts of God; epidemic; pandemic; health crisis; government order; wars, terrorist acts or rebellions; riots or civil disorders; accidents or unavoidable casualties (unless due to negligence); regional interruptions in transportation, communications or power facilities; or changes in law, treaties, rulings, regulations, decisions or requirements of any governmental, administrative or regulatory agency if such changes make performance impossible.

15.5 Violations. Please report any violations of this Terms of Service or any other issues to support@athleteReg.com.

15.6 Miscellaneous. If it turns out that a particular provision in these Terms of Service is held to be invalid or unenforceable, the other provisions of these Terms of Service will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Headers are for convenience and do not affect the interpretation of these Terms of Use. These Terms of Service constitute the entire agreement between you and the Company relating to the use of this Services and supersedes and replaces any prior agreement and communication between the parties.