The purpose of this agreement is to define the terms between RunSignUp and partners who will manage multiple races or who have a large race. To begin the enrollment process to become a Partner, you will submit a complete Partner Program application via our Website. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application for any reason or no reason in our sole discretion.

This Agreement is entered into between RunSignUp, Inc., a Delaware corporation doing business as RunSignUp, ("RunSignUp" or "we" or "us"), and ("you" or "your"). RunSignUp agrees to provide you partner services for your Race(s), subject to the following terms and conditions:

1. Services. We will provide you with partner services (the "Services") in connection with your Races through our website located at https://www.runsignup.com (the "Website"). Those Services will include a free partner website, cross-race management, multi-level access and control of races, enhanced payment reporting and other partner features and benefits that we will define.
2. You will provide a list of races that you manage and will use and actively promote our online signup services. You will provide first level support for any races that you manage including questions on race set up and other support issues.
3. Partner Revenue Share — Upon approval from us on a per race basis you will earn a revenue share percentage of our standard processing fees for all participants for the event who use RunSignUp for registration and who come directly to your site or to RunSignUp. If the participant is directed to RunSignUp from an Affiliate such as RunningintheUSA.com, then the partner revenue share is reduced by 5% for those registrations. Partner revenue share will be paid weekly if the amount owed is $200 or more, otherwise payments will be monthly. Partner revenue share may be reduced or eliminated if you do not achieve the minimum volume targets of the RunSignUp partner program. Partner revenue share is earned at the volumes as defined as follows:

4. Pricing — You will have the ability to set processing fees on a per race basis. Each online registrant will pay the registration fee charged by the race plus a processing fee. As a partner you will have the ability to charge whatever processing fee you want with our pricing tool, however RunSignUp will retain our standard processing fee less the partner revenue share paid to you. We will be responsible for collecting all registration fees and processing fees. Proceeds from registration fees collected from online registrants will be paid to the race based on the instructions provided to us by the race and under the terms of the RunSignUp race contract. Partner revenue share and any excess processing fees will be sent to you. Examples of partner revenue share calculations with non standard processing fees are as follows:
   • a. If this processing fee is above the standard processing fees, then you will earn that as additional partner revenue share. For example on a $25 race you set a processing fee of $3.10, then you will earn a partner revenue share of $0.50 ($2.50 * 20%) + your uplift over the standard processing fee of $0.60 ($3.10 - $2.50) = $1.10 of total partner revenue share to you. For races that have registration fees greater than $20 and have set a processing fee of 20% or more than the partner revenue share earned will be 5% less than it would be otherwise.
   • b. If this processing fee is less than the standard price, then you will earn only the difference between the standard processing fee less the partner revenue share percentage and the amount you have set. For example on a $25 race you set a processing fee of $2.40, then you will earn a partner revenue share of $0.50 ($2.50 * 20%) - $0.10 ($2.50 - $2.40) = $0.40.
   • c. If this processing fee is less than the standard processing fee less the partner revenue share percentage, then RunSignUp will deduct this difference from the Race Fee. For example on a $25 race you set up a processing fee of $0, then $2.00 will be deducted from the $25 race fee for processing fee costs. This is calculated by Standard processing fee of $2.50 - Partner revenue share of $0.50 (2.50 * 20%) = $2.00.
5. License to Intellectual Property/Promotion.
   • a. RunSignUp shall retain all right, title and interest in and to its software, trademarks, service marks, logo and trade names worldwide ("Intellectual Property") subject to a limited, non-exclusive, non-transferable license to you necessary to perform this Agreement.
   • b. You hereby grant to RunSignUp a limited non-transferable license to use, display, reproduce, distribute, modify and transmit in digital or printed form information provided by you relating to your organization and Race, including your organization's name, trademarks, service marks and logo, in connection with the implementation and promotion of the Services and the promotion of your Race.
6. Information Security. The ownership and use of any race data are subject to the terms of the RunSignUp Privacy Policy and RunSignUp race contract and you will be responsible for complying with the RunSignUp Privacy Policy and RunSignUp race contract and protecting the privacy and security of any information that you retrieve from our servers and shall indemnify and hold harmless RunSignUp for any claims arising from unauthorized or illegal use or dissemination of such information.
7. Privacy. Each party shall comply with all applicable laws, regulations and guidelines (including RunSignUp's privacy policy) governing online privacy in fulfilling its obligations hereunder.
8. Third Party Beneficiary: In the event you are entering into this Agreement and seeking the Services for the benefit of a third-party Race or organization ("Third Party Beneficiary"), you agree as follows: (i) we may send registration fees collected by us directly to the Third Party Beneficiary or if we send registration fees directly to you, you warrant that the third-party Race or organization has appointed you as an agent to collect funds and to act on their behalf and (ii) you shall indemnify us for any claims, loss or expenses (including attorney's fees) brought by the Third Party Beneficiary that relate to or arise from your negligence or wrongdoing.
9. Disclaimer of Warranty/Limitation of Liability. RunSignUp expressly disclaims any warranty that the use of its Intellectual Property or the Services will be uninterrupted or error free or that the specifications will meet your requirements. The Intellectual Property and Services are provided to you on an "AS-IS" basis without warranties of any kind, either express or implied, including without limitation warranties of merchantability or fitness for a particular purpose. RunSignUp shall not be liable for indirect, incidental, consequential, or lost profit damages. RunSignUp's total liability under this Agreement is limited to the amount of partner revenue share retained and not distributed to you and Processing fees collected and retained for your races for the past six calendar months preceding any claim.
10. Term and Termination. The term of this Agreement shall be for one (1) year from the date your Partner application is approved and can be renewed for additional one (1) year periods by RunSignUp if you continue to maintain the minimum volume requirements of the RunSignUp Partner program. You agree not to terminate the Services or in any way prevent RunSignUp from providing you the Services during the term of this Agreement. This Agreement does not prevent you from using other Registration Services.
11. Representations and Warranties. Each party represents and warrants that it has the necessary and full right, power, authority and capability to enter into this agreement and to perform its obligations hereunder; that it owns or controls the rights granted or licensed to the other party herein; that the execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual commitments or any applicable federal, state and local law or regulation; and that to its knowledge the marks, logos and intellectual property licensed to the other party herein do not violate the proprietary rights of a third party.
12. Indemnification. Each party shall indemnify and hold harmless the other party and its directors, officers, employees, affiliates and agents, against any claim, demand, cause of action, debt or proceedings (whether threatened, asserted, or filed) and all related damages, losses, liabilities, cost and expenses (including reasonable attorneys' fees), to the extent that: (i) it is based upon the indemnitor's breach of a representation, warranty or obligation hereunder; (ii) it arises out of the indemnitor's negligence or willful misconduct; or (iii) it is based upon the indemnitor's violation of any applicable federal, state or local law or regulation. You shall indemnify and hold harmless RunSignUp against any claim or cause of action to the extent that it is based on injury to a participant in any of your Races or which arises from your breach of a representation or warranty provided hereunder (including, by way of example and not limitation, a claim brought by a third party provider of online race management and/or registration services due to your breach of a representation or warranty in Section 9 above).
13. I hereby certify that I am the agent/representative of the company/organization that owns and has all proprietary rights to the Races and that I have the authority and power to bind said company/organization to this agreement by executing this agreement.