This Agreement is entered into between Bickel Advisory Services, LLC a New Jersey limited liability corporation doing business as RunSignUp.com, ("RunSignUp" or "we" or "us") at 300 Mill Street, Suite 200, Moorestown, NJ 08057, and ___________ and its sponsoring organization ("you" or "your"). RunSignUp agrees to provide Race registration services for your Race or membership services for your running club, subject to the following terms and conditions:
2. 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 to use only the online registration, results and membership services, necessary to receive the benefit from 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 or Club.
5. Fees. Each online registrant will pay the registration fee charged by you plus a Processing Fee, which is calculated and charged per transaction (not including donations) as follows:
|Checkout Total (Registrations)||Processing Fee|
|$.01 - $10.00||$2.00|
|$10.01 - $30.00||$2.50|
|$30.01 - $50.00||$3.00|
|$50.01 - $250.00||6% of Checkout Total|
|$250.01 - $1,000.00||5% of Checkout Total|
|$1,000.01+||4% of Checkout Total|
Processing fees for donations are 4.8% if processed with a Quick Start account and 4.0% if processed with an Advanced account. The Processing Fee may be changed from time to time at the discretion of RunSignUp but will always be clearly disclosed on our website to you and to your registrants. We will be responsible for collecting all registration fees and Processing Fees.
6. Payments. We offer four payment alternatives – Quick Start Direct Deposit, Quick Start Check Payment, Advanced Direct Deposit and Advanced Check Payment. You will qualify for either a Quick Start or Advanced Payment account based upon the amount of information you provide when you set up your payment account and how you would like to be paid. All of our account types require you to provide information on the person setting up the account as well as the entity that will receive the proceeds from the account. The information is required to meet internal underwriting guidelines for approving the payment account based on government and banking industry KYC requirements. We may ask you for additional information now or in the future if your payment processing increases or if we are unable to verify your identity or the identify or tax ID number for the entity that is receiving race proceeds.
Quick Start payment accounts - RunSignUp uses Braintree Payment Solutions, a PayPal Company (Braintree) for payment processing for Quick Start accounts. By accepting this agreement and using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/payment-services-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/bank-agreement-us.
a) If you qualify for a Quick Start Direct Deposit Payment account then RunSignUp will collect certain information from you to verify your identity and then sign you up as a sub-merchant with Braintree Marketplace where your funds will be held in escrow and disbursed to you on the schedule as discussed in Quick Start Payment Schedules below.
b) If you qualify for a Quick Start Check Payment account then RunSignUp is the merchant of record for your account with Braintree. We will collect and keep track of the funds on your behalf and make check payments to you based on a weekly payment schedule. RunSignUp also has the right to replace this service with one of the other payment account types that we offer. This could occur if a credit card company prohibited RunSignUp from this type of payment processing.
c) Quick Start Payment Schedules - We process checks or instruct Braintree to make direct deposits each Monday to any races or clubs. Weekly Check payments are only processed if fees of at least $200 are owed. If the total owed does not reach $200, we will send a check for fees collected within 6 business days of the completion of your race. Payments will be made on this basis with the exception of funds held to establish a refund reserve when required. The refund reserve will be paid to you by check after the conclusion of your race. All registration fees, except for Processing Fees, are your exclusive property.
d) Check Payments (Deferred Setup) we will process up to $3,000 in transactions for your account prior to receiving the information necessary to complete underwriting and approve your payment account. We will not pay out these funds to you if we have not received the information necessary to approve your payment account within 1 week of accepting any transactions on your behalf and we may refund payments to any consumers who have paid to register for your race or Club. Once your account is approved we will write you one check for any funds collected on your behalf and then move your account to the payment method you have set up with us. RunSignUp reserves the right to hold back incremental funds at any time in the future if the merchant bank holds back credit card payments under this method.
2) Advanced accounts - RunSignUp uses Vantiv for payment processing for Advanced payment accounts.
a) In order for you to use Vantiv’s payment processing services you must be approved as a sub- merchant by RunSignUp and Vantiv by submitting the required underwriting and KYC information which may vary based on your processing volume. By accepting this Agreement and using and Advanced Payment Account you also agree to the Vantiv Sub-Merchant contract - (https://runsignup.com/VantivContract).
b) We allow you to choose direct deposit or check payments from the credit card payment gateway to your account on a Weekly, Monthly or daily basis. Weekly is the default option. Payments will be made on this basis with the exception of funds held to establish a refund reserve when required. The refund reserve will be paid to you via your selected payment method after the conclusion of your race. All registration fees, except for Processing Fees are your exclusive property.
3) Refunds - You shall exclusively and directly handle refunds, other than those necessitated by not receiving the KYC information under Deferred Setup to approve your account. RunSignUp has a service that helps you process refunds, these refunds come out of your reserve funds and will not be processed if the reserve funds do not meet the refund requests. Additional funds can be added to the refund reserve as needed.
4) RunSignUp reserves the right to withhold payments from a race if there are complaints from registrants or repeated chargebacks. RunSignUp reserves the right to withhold and deduct payment from a race for chargebacks that are processed against the race.
7. 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.
8. 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 registration fees retained and not distributed to you and the Processing Fees collected and retained for your race by RunSignUp for the past six calendar months preceding any claim.
9. Term and Termination. The term of this Agreement shall be for one (1) year from your Race Open Registration Date. RunSignUp may deactivate your race if you receive complaints from registrants and the issues are not resolved. RunSignUp may deactivate your race or delist any RunSignUp provided website that we deem to be fraudulent, deceptive or not meeting a quality standard of content that we define. This Agreement does not prevent you from using other Registration Services or discontinuing registration on RunSignUp.
10. 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.
11. 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.
12. I hereby certify that I am the agent/representative of the company/organization that owns and has all proprietary rights to the Races or running club and that I have the authority and power to bind said company/organization to this agreement by executing this agreement.