Terms of Organization:
Welcome to GOYODEL LABS, LLC "GOYODEL" or "GoYodel".
1. ACCEPTANCE OF TERMS.
1.1 Overview. The following terms and conditions (this "TOS") govern all use by you as an Organization Client (as defined below) of (a) the GOYODEL, LLC. websites and domains (including all webpages, subdomains and subparts therein contained, the "Site"), (b) any and all services available on or through the Site or otherwise provided by GOYODEL, LLC. ("GOYODEL") for your events, services or products, and (c) all Software (as defined below) (collectively, the "Services"). The Services are owned and operated by GOYODEL. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by GOYODEL. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY GOYODEL. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES. THIS TOS MAY ONLY BE MODIFIED (I) ON AN EVENT BY EVENT BASIS THROUGH A WRITTEN SERVICES AGREEMENT, WRITTEN STATEMENT OF WORK OR WRITTEN ADDENDUM AGREEMENT TO THIS TOS, SIGNED BY YOU AND AN AUTHORIZED OFFICER OF GOYODEL, OR (II) BY GOYODEL AS PROVIDED IN SECTION 1.2 BELOW.
1.2 Modification.GOYODEL reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. TriHealth will receive 60 day written notice. If any change to this TOS is not acceptable, the sole remedy is to cease accessing, browsing and otherwise using the Services. At any time, may request a separate agreement with modified terms to firstname.lastname@example.org however this agreement contains the terms of the use in effect until written executed agreement is made.
2. DESCRIPTION OF GOYODEL.
GOYODEL BUSINESSCONNECT provides a simple and quick means for registered users who are Organization Clients and ("Organization Clients" or "you") to collect payments with respect to the sale of registrations, merchandise and services for, and the solicitation of donations with respect to, events, services and products registered on the Site, including Service Fees (as defined below) ("GoYodel Service Fees"), from users who want to attend such events or purchase vouchers ("Buyers"). Organization Clients may visit the Site, fill out an offer form about their event or product , including pricing, location, available certificates, etc., and collect GoYodel Service Fees online directly from Buyers. Payments are all transacted through, the GOYODEL payment processing gateway (the "Gateway"). This TOS applies to you and your use of the Services as an Organization Client.
3. YOUR USE OF THE SERVICES.
3.1 The Services. GOYODEL hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes of creating an offer page with respect to, and promoting, managing, tracking, and collecting GoYodel Service Fees for, an event, service or Product that you have registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). 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, service bureau, or commercial purposes (except for the limited commercial purpose of collecting GoYodel Service Fees through the Site as an Organization Client in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (v) engage in any activity that interferes with or disrupts the Services.
3.2 Software. If you are allowed to download or use any Software in connection with the Services, GOYODEL hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by GOYODEL in conjunction with the Software. For purposes of this TOS, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by GOYODEL, including without limitation GOYODELs mobile applications. For clarity, the Software will be deemed a part of the "Services" hereunder.
The Software and the transmission of applicable data is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.
The Software and related documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this TOS.
4. PAYMENT METHODS.
4.1 Overview.There is one type of “Credit Card Processing" or "CCP", which requires the use of the Gateway for the collection of GoYodel Service Fees For BusinessConnect. Monetary payments will be made to the Organization Client directly by GOYODEL (via electronic fund transfer via ACH or paper check), in each case as described below.
4.2 Credit Card Processing.
(a) Gateway; Payment Process. When an Organization Client use our BusinessConnect services the Gateway for the collection of Organization Service Fees, payment processing occurs directly through GOYODEL. GOYODEL will collect all GoYodel Service Fees on behalf of the Organization Client from Buyers and deduct all applicable Services Fees from the GoYodel Service Fees collected by GOYODEL, and then pass the remainder along to the Organization Client:
- FOR SERVICE OR PRODUCT CERTIFICATE OFFERS and DONATION OR REVENUE SHARE PAYMENTS: within five (5) business days after the end of a calendar month end date for the services purchased to which the GoYodel Service Fees correspond (payment is made through an electronic funds transfer, however, client can elect a check option through the settings tab on the site, however, if a check option is selected, a check will only be issued once the organization account balance accumulates above $250USD (Two Hundred Fifty US Dollars) depending on the option the Organization Client has chosen through using the Site, to the address or account, respectively, that the Organization Client accurately designates on the Site), provided that GOYODEL reserves the right to withhold funds (i) at any time as GOYODEL determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. CLIENT may request for semimonthly payments which if request is approved will be paid within five (5) business days after the 15th of the month for the period of the 1st through the 15th, and five (5) business days at the end of a calendar month for the period of the 16th through the calendar end. Other terms may be negotiated and agreed upon by Organization and GOYODEL. GOYODEL reserves the right to withhold funds (i) at any time as GOYODEL determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS.
- FOR EVENTS: within five (5) business days after the event end date for the event to which the GoYodel Service Fees correspond (either by mailing a check or through an electronic funds transfer, depending on the option the Organization Client has chosen through using the Site, to the address or account, respectively, that the Organization Client accurately designates on the Site), provided that GOYODEL reserves the right to withhold funds (i) at any time as GOYODEL determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. Other terms may be negotiated and agreed upon by Organization and GOYODEL.
GOYODEL, in its sole discretion, may determine to advance a portion of GoYodel Service Fees to Organization Client prior to the period set forth above, on such terms and conditions as GOYODEL may establish from time to time. Organization Client agrees that all GoYodel Service Fees for a given event are earned by Organization Client only following conclusion of the applicable event and all GoYodel Service Fees ultimately due will be net of all Service Fees, refunds, disputed charges, chargebacks and other deductions, whether due to customer complaints, allegations of fraud, discrepancies related to the applicable event or otherwise. No payments shall be made to an Organization Client from GOYODEL with respect to any event that is cancelled. If payments have already been made by GOYODEL to an Organization Client for a cancelled event, such Organization Client will immediately refund to GOYODEL all such payments upon cancellation of such event. All sales, fees, charges, and funds are payable in U.S. Dollars, or other foreign currencies accepted by GOYODEL. If Organization Client elects to list GoYodel Service Fees in a foreign currency accepted by GOYODEL, GOYODEL will collect and disperse the funds in the foreign currency selected by Organization Client.
ORGANIZATION CLIENT AGREES THAT ANY PAYMENT BY GOYODEL OF GOYODEL SERVICE FEES PRIOR TO THE FIFTH (5TH) BUSINESS DAY AFTER THE END DATE OF THE APPLICABLE EVENT ARE MERELY ADVANCES OF AMOUNTS THAT MAY BECOME DUE TO ORGANIZATION CLIENT UNDER THIS TOS AND THAT GOYODEL MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND ORGANIZATION CLIENT SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO GOYODEL SUCH ADVANCE OR ANY PORTION THEREOF DEMANDED BY GOYODEL.
(b) Refunds.(i) It is the responsibility of the Organization Client to communicate its refund policy to Buyers through the summary or detailed offer description and to issue refunds to Buyers via their channels. An Organization Client shall ensure that its refund policy is consistent with the terms of this TOS and the payment and refund mechanics of the Site.
Refunds will not be processed through the Site, unless otherwise agreed to by GOYODEL in its sole discretion.
All communications or disputes regarding refunds are between the Organization Client and Buyer, and GOYODEL OR ANY NOT FOR PROFIT BENEFICUARY OF AN OFFER will not be responsible or liable for, and Organization Client hereby agrees to fully indemnify GOYODEL, the NOT FOR PROFIT BENEFICUARY and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the GoYodel Platform. (ii) Notwithstanding the foregoing, you acknowledge and agree that GOYODEL shall have the right to force a refund of any or all certificates at any time for any reason or no reason, including without limitation if GOYODEL receives complaints from a substantial number (as determined by GOYODEL in its sole discretion) of Buyers with respect to the applicable event product or service or another event product or service offer by Organization Client, or GOYODEL determines in its sole discretion that Organization Client has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Buyer(s) request a refund, whether due to a cancelled event product or service or for any other reason where GOYODEL would reasonably expect to lose a chargeback, GOYODEL may, in its sole discretion, issue such refund to such Buyer(s), and Organization Client shall then owe the amount of such refund to GOYODEL AND PAY THE AMOUNT UPON DEMAND BY GOYODEL.
(c) Credit Card Chargebacks. Any credit card chargebacks initiated by a Buyer for any reason with respect to an offer shall be charged back to the Organization Client of such offer. All communications and disputes regarding chargebacks are between the Organization Client and Buyer, and GOYODEL will not be responsible or liable in any way for, and Organization Client hereby agrees to fully indemnify GOYODEL and its affiliates for, chargebacks issued in the course of the use of the CCP option.
4.4 Non-Exclusive Remedies.
(a) Payment.In the event that Organization Client fails to pay to GOYODEL any amount owed pursuant to this TOS when due, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (a) Eighteen percent (18%) per annum, and (b) the maximum amount permitted by applicable law. In the event any amounts are owed by Organization Client to GOYODEL under this TOS or otherwise, GOYODEL may, without limiting its other rights and remedies, (i) deduct such amounts from Organization Client's outstanding balance, whether for that particular event or for any other event that Organization Client lists through the Services; and/or (ii) send an invoice to Organization Client for such amounts to the extent Organization Client's outstanding balance is insufficient to cover these costs, in which case Organization Client shall pay GOYODEL such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to GOYODEL hereunder are not made by Organization Client when due, GOYODEL reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Organization Client's registration for the Services (including any and all accounts that Organization Client may have) and to cancel all other events listed by Organization Client.
(b) Confirmation.Upon receipt of a credit card authorization from each individual certificate purchase, GOYODEL generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all certificate commitments that have been confirmed by GOYODEL through the Services, and it is your responsibility to verify the Buyer's membership status, confirmation number and/or any event product or service restrictions prior to the subject offer occurrence.
As an organizational client that has an offer, the amount of the offer the consumer pays will not expire accept in regards to an event. You will honor the amount paid for your offer by the consumer, in perpetuity. The Promotional value of the offer will expire at the terms you specify in the offer summary or detailed description, or at the later of one year from issuance.
(c) Taxes; Withholding.
(i) You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Services and for collecting, remitting and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if GOYODEL provides you with tools that assist you in doing so. GOYODEL does not represent or warrant that any tax tools will meet all tax requirements that may be applicable to you. GOYODEL cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes and include taxes and portions within the offer price and breakout in the detailed description of the offer. In the event that a governmental authority requires GOYODEL to pay any Taxes attributable to your use of the Services, you agree to indemnify and reimburse GOYODEL for such Taxes and all costs and expenses related thereto.
(ii) All Service Fees charged by GOYODEL do not include any Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Service Fees (other than those calculated based on GOYODEL'S net income) to GOYODEL.
(iii) In addition, due to new IRS regulations, if GOYODEL processes transactions and issues you payouts (A) for more than $20,000 in gross sales and (B) for more than 200 order transactions, in each case during a given calendar year and in the aggregate across all of your accounts, GOYODEL is required to report to the IRS the gross amount of transactions for which you have been paid in that calendar year and in each month of that calendar year, as well as, your name, your address, and your Tax Identification Number ("Your Tax Information"). Starting in 2013, as part of these new IRS regulations, GOYODEL is required to either (I) collect Your Tax Information or (II) establish that you are a foreign person not subject to US taxes, before your accounts pass the 200 order transaction threshold in the aggregate. Once your accounts cross the 200 order transaction threshold, you agree that you will not receive any further payments from GOYODEL until either (I) or (II) above are satisfied.
(iv) GOYODEL reserves the right to withhold the payment of any amounts owed to you hereunder if GOYODEL suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or if GOYODEL is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by GOYODEL).
5. YOUR REGISTRATION OBLIGATIONS.
6.0 TERMS OF GOYODEL CUSTOMERCONTACT
(a) Customer Contact Charges. You are responsible for paying all charges to your Account for Services Each service plan, has (i) a flat monthly service fee (this service fee, which is posted on the Site, is the basic charge associated with your Service); (ii) a certain number of "free" minutes to be used in the continental United States may be included in your plan (excluding Alaska and Hawaii and United States territories such as Puerto Rico) and Canada as posted on the Site, and (iii) an additional minute rate (if you exceed the number of calling minutes on your Service plan, GOYODEL will bill you for the minutes you use above your allowance) as posted on the Site. International calls (not including calls to Canada) and calls to areas outside the continental United States (including, but not limited to, Alaska and Hawaii and United States territories such as Puerto Rico), including calls forwarded from the continental United States and Canada to such international areas, are charged based on the international outbound rates posted on the Site. International calls (not including calls from Canada) and calls from areas outside the continental United States (including, but not limited to, Alaska and Hawaii and United States territories such as Puerto Rico), including calls forwarded from such international areas into the continental United States and Canada, are charged based on the international inbound rates posted on the Site. GO YODEL may charge initiation fees and additional fees for optional features, add-ons, and other added products and Services. Such fees are posted on the Site. GO YODEL reserves the right to change its pricing and/or billing practices in its sole discretion. GO YODEL may introduce new products and Services at special introductory pricing. Introductory pricing may change at discretion by GO YODEL. GO YODEL bills usage charges in one (1) minute increments with a one minute (1) minimum, or as otherwise stated by your Service plan. Service plans are charged once a month or upon the accrual of usage-based fees which results in charges that exceed the Threshold Amount for your account, whoever comes first. The Threshold Amount is set by GO YODEL and may vary based on your plan of service, usage and account history. Customers with past due balance on previous or multiple accounts will be charged the full balance due upon opening a new account or updating their credit or debit card on file in their CUSTOMERCONTACT Account.
(b) CutomerContact Billing and Payment. Any applicable initiation fees and monthly recurring charges are billed in advance of the month of usage. You will also be billed for additional minutes you used (which exceeded the number of calling minutes in your plan); either on the week following such usage or when the usage results in a charge that exceeds your Threshold whichever comes first. Usage charges are billed in arrears. Unless otherwise agreed to in writing, you are to pay for all charges by credit or debit card. Credit or debit cards will automatically be billed no less than monthly or upon reaching the Threshold Amount, whichever comes first, and no additional notice or consent will be required for billings to that credit or debit card or account. You will advise us of any changes to your credit or debit card account, such as account number, billing address, or expiration date changes. Billing cycle end dates may change from time to time. When a billing cycle covers less than or more than a full month, we may make reasonable adjustments and pro-rations. Time is of the essence for payment. Therefore, you agree to pay us interest at the lesser of (a) 18% per annum or (b) the highest amount allowed by law for any amounts unpaid as of the due date. Acceptance of late or partial payments (even if marked "Paid in Full") shall not waive any of our rights to collect the full amount due under this Agreement. Notice of any disputes must be in writing and received by us at our address within thirty (30) days after the invoice date or you will waive any objection.
(c) Customer Contact Default/Termination. You may terminate this Agreement at any time with thirty (30) days notice in accordance with the immediately following procedure. You must give such notice of termination by "Submitting a Ticket" to our Billing Department. You can "Submit a Ticket" on the Support Center page of the Site at our Support Page or writing to email@example.com Upon receipt of your Ticket, indicating your desire to terminate the CustonerContact Agreement, we will generate a Cancellation Ticket to cancel your Account. We will send to you, by e-mail, a Cancellation Ticket Number to confirm that your termination notice was received. If you do not receive a Cancellation Ticket Number, your termination notice may not have been received by us. You may contact our Customer Support Department at 1-888-938-7346 to verify the generation of a Cancellation Ticket Number. Your termination request will be fulfilled within 1 (one) business day. Because minutes are paid in arrears, a final payment for minute usage will be processed on your next billing date after termination for CustomerContact. We may terminate this Agreement at any time without notice. Upon termination, and at our sole discretion, the fees for our services (e.g. the initial sign up charges) may be refunded to you. Any additional charges incurred after the initial signup of CustomerContact will not be included in this refund. If you fail to pay any amount owed to us within 5 days after the due date, or if you have in the past failed to pay amounts due us or an affiliate of ours, or if you breach any representation to us or fail to perform any of the promises you have made in this Agreement, or if you are subject to any proceeding under the Bankruptcy Act or similar laws, you will be in default and we may, in our sole discretion and with or without prior notice, restrict or terminate Services and/or terminate this Agreement, in addition to all other remedies available to us. Upon termination of this Agreement and/or your Services, your right to use the Services immediately ceases. You shall have no right and we will have no obligation thereafter to forward any unread or unsent messages to you or any third party. We may require reactivation charges to renew Services after termination or suspension. Upon termination, you are responsible for paying all amounts and charges owing under this Agreement. Should your credit or debit card decline for any reason, we will attempt to charge it again as follows: 2nd attempt after 1 (one) day, 3rd attempt after 6 (six) additional days, 4th attempt after 7(seven) additional days and 5th and final attempt after 7 (seven ) more days. If the fifth attempt to bill your credit or debit card is unsuccessful on the 21st (twenty-first) day, your account will be terminated and we will notify you of such termination by email, by message sent to your voicemail box, or by telephone. Accounts will be terminated if we are not able to confirm an order by phone and do not receive any replies from the account holder. A credit or debit card authorization form will be required to reactivate such accounts.
(d) CustomerContact Account Changes. You may change Service features or Service plans by notifying us in writing or by telephone. All requests need to provide name, address, account number, and administrative PIN or be submitted from the original email address on file. You may email requests in writing to firstname.lastname@example.org Our telephone number is 888-938-734
(e) Modification to Prices or Billing Terms. GO YODEL reserves the right, at any time, to change its prices and billing methods for Materials, Content, Services and Accounts, effective immediately upon posting on the Site or by e-mail delivery to you.
7. ACCOUNT, PASSWORD AND SECURITY.
As part of the Site 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 registered under your account. You agree to (a) immediately notify GOYODEL of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. GOYODEL 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 GOYODEL shall be the sole arbiter of such dispute in its sole discretion and that GOYODEL'S decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
8.1 Site Content.You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by GOYODEL in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. GOYODEL may own the Site Content or portions of the Site Content may be made available to GOYODEL through arrangements with third parties. Except as expressly authorized by GOYODEL in writing or in connection with your use of the intended functionality of the Services, 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. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of GOYODEL. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
8.2 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 GOYODEL a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) 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. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. GOYODEL reserves the right to remove any of Your Content from the Site at any time if GOYODEL believes in its sole discretion that it does not comply with this TOS. In addition, you agree that GOYODEL may use your 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 GOYODEL both on the Site and in marketing and promotional materials.
8.3 DMCA.The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Services should be sent to:
Attention DMCA Administration
GoYodel Labs, LLC
13 East Lincolnway
Valparaiso, IN 46383
Or email@example.com, with Attention DMCA in the Email Title
9.1 Certain Restrictions.You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Buyers and other users of the Services. You agree not to use the Services to:
- upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
- harm minors in any way;
- facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes conducted in a manner;
- impersonate any person or entity, including, but not limited to, an GOYODEL representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
- upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
- upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to events listed on the Site and other goods and services being sold or provided in conjunction with such events;
- upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by;
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (i) regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (ii) laws and regulations (foreign or domestic) regarding the sale or resale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.); or
- stalk or otherwise harass any person or entity.
9.2 Certain Remedial Rights.You acknowledge that GOYODEL does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that GOYODEL and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that GOYODEL may preserve your Content and may also disclose your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of GOYODEL, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
GOYODEL may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].GOYODEL.com). All such sub-domains are the sole property of GOYODEL. In the event GOYODEL provides you with a sub-domain, your right to use such sub-domain may be terminated by GOYODEL at any time (with or without notice) for any reason or no reason.
The following terms and conditions describe the terms and conditions of GOYODEL's referral programs. GOYODEL reserves the absolute right to determine whether you or any other user of the Services qualifies for any referral programs.
12. SPECIAL ADMONITIONS FOR INTERNATIONAL USE.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. By way of illustration and not limitation, you agree to comply with all applicable laws and regulations (foreign and domestic) regarding the transmission of technical data exported from the United States or the country in which you reside.
In addition, the Services are subject to United States export controls. No part of the Services may be exported or re-exported into, or to a national or resident of, any country to which the U.S. has embargoed goods and/or services of the same type as the Services. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not located in, and you are not a national or resident of, any such country. Further, no part of the Services (including any Software) may be exported or re-exported to any person or entity appearing on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List or the Bureau of Industry and Security's Denied Persons List. By using the Services or any part thereof (including by downloading any Software), you represent and warrant that you are not a person or entity or under the control of or affiliated with a person or entity that appears on any such list.
13. ADDITIONAL SERVICES.
GOYODEL may, upon request, and for such fees as GOYODEL may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation leasing ticket scanning and other equipment, providing consultants and staffers to assist you on the date of your event, and providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to this TOS, GOYODEL Equipment Lease Agreement, and/or other written agreement between you and an authorized officer of GOYODEL, and shall set forth the Service Fees and the other terms and conditions relating to such additional services. As a condition to the lease of any equipment, you shall enter into a separate GOYODEL Equipment Lease Agreement.
You agree to defend, indemnify and hold GOYODEL, the Not for Profit Organization selected to benefit from a bundle or up-sell on your offer, 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 (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys 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); and/or your violation of this TOS. GOYODEL shall provide notice to you of any such Claim, provided that the failure or delay by GOYODEL in providing such notice shall not limit your obligations hereunder. GOYODEL 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 GOYODELs defense of such matter.
15. SERVICE MODIFICATIONS/SUSPENSIONS.
GOYODEL reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. GOYODEL will not be responsible to you for a refund, in whole or part, of Service Fees for any reason, except for Service Fees (excluding the portion of Service Fees paid over to FPMs and other third party service providers used by GOYODEL in connection with providing the Services) related to refunds issued to Buyers. You agree that GOYODEL shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
GOYODEL, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due GOYODEL, or if GOYODEL believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that GOYODEL may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that GOYODEL shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because GOYODEL has no control over such websites and resources, you acknowledge and agree that GOYODEL is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that GOYODEL shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
18. DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GOYODEL 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. GOYODEL 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. GOYODEL IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-ORGANIZATION CLIENT, ORGANIZATION CLIENT OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND GOYODEL WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT GOYODEL HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS OR OFFERS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING BUYERS', OTHER NON-ORGANIZATION CLIENTS' AND ORGANIZATION CLIENTS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING BUYERS AND ORGANIZATION CLIENTS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, GOYODEL IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY FPM SERVICE), AND GOYODEL HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Buyers, other non-Organization Clients, Organization Clients and/or third parties in connection with the Site or any Services to GOYODEL. GOYODEL, in its sole discretion, may investigate the claim and take necessary action.
19. LIMITATION OF LIABILITY.
GOYODEL SHALL NOT 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 TOS, 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 GOYODEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN ORGANIZATION CLIENT WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND GOYODEL'S REASONABLE CONTROL. GOYODEL SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE GOYODEL, ITS NOT FOR PROFIT BENEFICUARYS OF BUNDLES AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER ORGANIZATION CLIENTS, BUYERS, AND OTHER NON-ORGANIZATION CLIENTS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR EVENT.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Notices to you may be made via either email or regular mail to the address in GOYODEL's records. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address at GOYODEL 13 East Lincolnway, Suite 300, Valparaiso, IN 46383
23. TRADEMARK INFORMATION.
The trademarks, service marks, and logos of GOYODEL (the "GOYODEL Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of GOYODEL. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks", and, collectively with GOYODEL Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of GOYODEL specific for each such use. The Trademarks may not be used to disparage GOYODEL, any third party or GOYODEL's or third party's products or services, or in any manner (in GOYODEL's sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless GOYODEL approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any GOYODEL Trademark shall inure to GOYODEL's benefit.
24.1 Entire Agreement.This TOS constitutes the entire agreement between you and GOYODEL and governs your use of the Services as an Organization Client, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and GOYODEL on the subject matter hereof, other than any written Ticketing Services Agreement, GOYODEL Equipment Lease Agreement or Addendum Agreement between you and an authorized officer of GOYODEL relating to a specified event or events. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content or third party software or the Services in a manner other than as governed by this TOS.
24.2 Choice of Law.This TOS and the provision of the Services to you are governed by the laws of the state of Indiana, U.S.A., as such laws are applied to agreements entered into and to be performed entirely within Indiana by Indiana residents.
24.3 Arbitration.Any controversy or claim arising out of or relating to this TOS or the provision of the Services shall be exclusively settled by binding arbitration in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Services, LLC. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Valparaiso, IN, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and GOYODEL agree to submit to the personal jurisdiction of the courts located within the city of Valparaiso, Indiana, in Porter County. Either you or GOYODEL may seek any interim or preliminary relief from a court of competent jurisdiction in Valparaiso, IN, necessary to protect the rights or property of you or GOYODEL (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
24.4 Waiver; Invalid Provisions.The failure or delay of GOYODEL to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.
24.5 Time to File Claim. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within one (1) yeas after such claim or cause of action arose or be forever barred.
24.6 Titles. The section titles in this TOS are for convenience only and have no legal or contractual effect.
24.7 Agreement Sections and Parts If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect.
24.8 Violations. Please report any violations of this TOS by email to support@GOYODEL.com
24.9 Questions? ? If you have any questions on our policies and our terms and conditions , please feel free to email us at firstname.lastname@example.org
or write written copy to:
Go Yodel Labs
13 East Lincolnway
Valparaiso, IN 46383
or please call us at 888-938-7346.