GoodPlay Media - Member Services Agreement

The Member Services Agreement ("Agreement") is entered into by and between your IRS-registered 501(c)(3) nonprofit organization (“Member,” “You”) and GoodPlay Media LLC) (“GPM,” “We,” “Us”),  on the effective date indicated below, and stipulates the terms and conditions by which GPM provides teetimes4charity.com services; represents, supports and processes payment on behalf of Member; and the responsibilities of Member with respect to the services. 

GPM Services & Responsibilities

GPM will provide Member with use of and access to Member-specific website pages at teetimes4charity.com (“TT4Charity),” “site,” “website”) and related tools that enable online Internet access for golfers to reserve tee time reservations at select golf courses and donate an amount to the Member charity when reserving a tee time. GPM will include Member on the TT4Charity, “Find a Charity” search page and database.  GPM will be responsible for processing credit card transactions for donations received from golfers/donors that are designated for Member and forward to, JustGive.org (“JustGive”), a Donor Advised Fund, for distribution to Member.

  • Member-Specific Web Pages.  GPM will provide an online link to TeeTimes4Charity.com/ Member Charity Name via a button on Member’s website, and/or a search tool on the TT4Charity website for access to specific Member website pages on TT4Charity website.  The link will direct the visitors to the site to tee time reservation and donation pages. The TT4Charity Member-specific website pages may be customized by GPM or Member with Member’s name, description, logo, photos, beneficiaries, testimonials, calendar of events, and donations to-date as Member may choose..  New products and services may be made available to Member by GPM and TT4Charity. Member is under no obligation to accept such products and services at any time.
  • TeeTime4Charity Reservation System.  Member has use of and access to the tee time reservation tools that enable a Member’s donor to select a tee time at a specific golf course with a special charity green fee and donation rate; and reserve it in concert with making a donation to the Member charity.  The entire Donation Service process is fully automated.  It does not require any system management by Member or Member interaction.
  • Email & Social-Networking Tools.  GPM will provide donors with access to TT4Charity email and social-networking communications tools to enable donors to send emails and, or messages to social-networking sites to inform playing partners and friends of TT4Charity services that are provided to generate Member donations.  GPM will provide the necessary support and collateral to assist donors with using these tools.
  • Calendar of Events.  Member has use of and access to Event Calendar tools to list events for the benefit of donors, sponsors and constituents.  By separate agreement, if Member so chooses, Member may also select to use additional Event Management features that are integrated with the Event Calendar. GPM will provide the necessary support and collateral to assist Member with using these tools.
  • Supporter Specific Web Pages.  GPM will provide a Supporter web page that is customized by a specific individual or group (“Supporter”) to support online donations to a designated TT4Charity Member charity.  Web page includes a customized description of the Supporter, an appeal for donations to their designated Member charity and targeted donation amount. 
  • The GPM Donation Service & Processing.  GPM will provide managed, secure, customized online payment pages, transaction reporting and merchant account service to enable the acceptance of credit and debit card payments for donations, registrations, sponsorships, and other services or sales for fundraising or events..  The GPM Donation Service & Processing provides for the settlement and deposit of funds to JustGive that collects and distributes the donation for the benefit of the Member charity specified by the donor (golfer). JustGive sends donor receipt information by email and donations to Members by check, on a monthly basis. An accounting of donations collected on Member’s behalf will be provided to Member on a monthly basis, or upon written request to GPM.
  • ther Services.  GPM may provide online sponsorship and advertising; matching sponsorship donations; golf and travel product offers; virtual games and event solutions accessed on the Member web pages provided by TT4Charity website. The delivery of these services may include the registration for use and link to third-party websites of sponsors, advertisers or other service provider.

Member Use & Responsibilities

Member use of GPM services includes the following responsibilities:

  • Eligibility.  By approving this Agreement, you represent that (a) you are a nonprofit organization exempt from taxation under Section 501(c)(3) of the Internal Revenue Code and under applicable state law; (b) that the person approving on Member’s behalf is authorized to enter into agreements on Member’s behalf; (c) that your organization will comply with the Privacy Policy as set forth at www.teetimes4charity.com; and (d) that by approving this Agreement you are not violating any provision of your articles of incorporation, bylaws, or any board resolutions or other documents. GPM reserves the right to terminate without notification your membership for any reason. Member acknowledges that it may only use the GPM service to accept payments on behalf of itself and may not accept payments on behalf of any other entity or individual.
  • Restricted Activities. By entering into this Agreement both parties agree that they shall not engage in any activities that (a) are obscene or involve the sale or display of pornography of any kind; (b) are knowingly false, inaccurate, misleading, fraudulent or illegal; (c) are related in any way to gambling and/or gaming activities of any kind, excluding all charitable gaming conducted in compliance with all applicable laws; (d) infringe on any third party’s copyright, patent, trademark, or other property rights or privacy; (e) violate any law, statute, ordinance, contract or regulation; (f) are defamatory, libelous, unlawfully threatening or unlawfully harassing; or (g) knowingly create liability for the other party in any way. If Member uses, or attempts to use the TT4Charity Services for any of the aforementioned restricted activities, Member’s account will be terminated. If Member uses, or attempts to use the TT4Charity Services for purposes other than receiving donation payments and managing Member’s account, including but not limited to tampering, hacking, modifying or otherwise corrupting the security or functionality of the TT4Charity Services, Member’s account will be terminated and Member will be subject to damages and other penalties, including criminal prosecution where available.

    Except for all content, trademarks, service marks, and logos provided by or belonging to Member, the content on TT4Charity, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks, and logos contained therein (“Marks”), are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions.  Content of either party on the site may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.  We reserve all rights not expressly granted in and to the Website and the Content.  You agree not to circumvent, disable or otherwise interfere with security related features of the site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the site or the Content therein.
  • Access to Service. We make the TT4Charity Services available for use by Member, subject to this Agreement. In order to access and use our services, Member must complete the online sign-up information form, be verified by GuideStar as a nonprofit 501(c)(3) organization in good standing and accept the terms and conditions of this Agreement.  THERE ARE NO UPFRONT FEES OR OTHER FEES not expressly stated in this agreement due to GPM by Member for use of the TT4Charity Services.
  • Password Access. When you register with GPM, you may access the TT4Charity Services or support via Member password. Access to and use of password-protected and secure areas is restricted to Members only. You may not provide your password to any other party.

Member Donations & Fees

  • JustGive Donation Services.  GPM guarantees the following: Donations made for the benefit of Member through TT4Charity are made through JustGive, a Donor Advised Fund that will process donations and mail a check monthly to Member.  Like any tax-deductible contribution, the donation upon receipt is non-refundable to the donor.  If Member cannot or does not accept the donation, is no longer recognized by the IRS as a 501(c)(3) charity, or is not in good standing under applicable law, JustGive will contact the donor via e-mail for an alternate recommendation. If the donor does not respond to this email within 30 days, JustGive will select another charity whose mission is similar to the organization that was originally selected.
  • GPM Fees.  There are no upfront Member Service fees due from Member for TT4Charity Services. GPM receives (a) Tee Time Service Fee for each tee time reserved; paid directly to GPM by the golfer when making the reservation and NOT deducted from the charitable contribution made by the golfer to Member;; (b) GPM Donation Service Fee of 10.0% of the total donation amount by the golfer/donor to Member, which includes website and communication software use, credit card processing and network operations; (c) GPM Donation Service fee of 5.0% of matching corporate sponsor donations made to Member, which includes website and communication software use and network operations; and (d) GPM Donation Processing Fee of $0.75 (seventy-five cents) for each donation collected and paid to Member utilizing the JustGive Donor Advised Fund payment services. The GPM Donation Service Fees and the GPM Donation Processing Fees are deducted from the total donation amount prior to payment to the Member.

Trademarks, Copyright & Proprietary Rights

  1. Trademarks. The names GoodPlay Media, Tee Times 4 Charity and www.teetimes4charity.com and the GPM logo and any other product and service names that we may present on the site may not be used in connection with any product or service not included within the term of this Agreement that is not GPM’s, nor in any manner that is likely to cause confusion, or in any way that may disparage or discredit GPM or TT4Charity. They must not be used without the express permission of GPM. The names, logos, products, and services that Member may present on the TT4Charity Member website, including but not limited to those listed on Exhibit “A” to this Agreement, may not be used in connection with any product or service not included within the terms of this Agreement, nor in any manner that is likely to cause confusion or in any way disparage Member, and must not be used without the express permission of Member.
  2. Copyright. All content on the www.teetimes4charity web site is owned by GPM and is protected by applicable intellectual property and proprietary rights and laws. All content on Member’s own website and Member supplied content on TT4Charity Member web pages are owned by Member and is protected by applicable intellectual and proprietary rights and laws.
  3. Proprietary Rights.
    1. Member Material. Member owns all of its text, graphics, photos, trademarks, service marks, and logos (“Member Materials”) provided for use of the TT4Charity Services.  Member grants to GPM a nonexclusive, royalty-free transferable, world-wide license to use, copy display, transmit, publish and distribute Member Materials for the sole purpose of providing the TT4Charity Services. Member authorizes GPM to include Member name and logo in a press release or other announcement on the GPM website. 
    2. GPM Material.  GPM shall retain the Intellectual Property Rights in the software, tools, designs, documentation, data and any other material developed or provided by GPM pursuant to these terms and conditions.

Term & Termination

This Agreement will commence as of the date the Member is verified by GuideStar and executes this Agreement. The Agreement shall continue thereafter unless terminated by GPM or by the Member by notifying the other party in writing.   Member acknowledges that the TT4Charity Service is proprietary and agrees that it will not enter into an agreement with any other entity to provide online tee time reservations with donation services during the term of and for a period of twelve (12) months following the termination of  this Agreement. GPM reserves the right, in its sole discretion, to modify, suspend or discontinue all or any part of the TT4Charity Services, GPM Donation Services, or other tools at any time.  From time to time we may revise or modify this Agreement by posting the revised Agreement on the site and mailing to Member at the physical address or email address provided herein, which revision or modification, if applicable, will govern any subsequent use by you of the site or the services accessible on the site.  In the case of such modification, you shall have the right to immediately terminate this Agreement if you do not agree with the modification.

Representations & Warranties

GPM hereby represents and warrants to Member that:

  • GPM is a limited liability company duly formed, validly existing and in good standing under the laws of the State of California.  GPM has full right and power to enter into and perform its obligations under this Agreement and that its entry into and performance of this Agreement do not conflict with any other agreement or understanding to which it is subject or to which it is a party.
  • GPM shall perform all activities under or in relation to this Agreement in accordance with all applicable statutes, laws, ordinances, rules and regulations worldwide.

Indemnification

  • GPM will defend, indemnify and hold harmless Member and its directors, officers, employees and agents from and against any and all claims, demands, liabilities, losses, costs, damages or expenses, including reasonable attorneys’ fees and costs of settlement, resulting from or arising out of: (i), an allegation that the work product provided by GPM hereunder, or the use thereof, infringes or violates any U.S. patents, copyrights, trade secrets, licenses, or other intellectual property rights of any third party, or (ii) any third party claims arising out of JustGive’s representations, warranties or other commitments hereunder.  In the event of any of infringement under clause (i), GPM shall (A) procure a license at no cost to Member, (B) modify the work product such that it is no longer infringing without material adverse effect on the function thereof; or (C) terminate this Agreement. 
  • Member will indemnify, defend and hold harmless GPM and its officers, directors, members, managers, employees and agents harmless from and against any and all claims, demands, liabilities, losses,  costs, damages or expenses (including, without limitation, reasonable attorneys’ fees and costs of settlement) resulting or arising out of (i) an allegation that the Member Materials infringe the intellectual property rights of any third party; (ii) any third party claims arising out of Member’s breach of this Agreement and (iii) any claims by or on behalf of any Member donor in connection with any Member donor’s use of the GPM Member-specific Website (including the Web service) and the services offered thereby except where - and to the extent (but only to the extent) – that such claim is based upon GPM’s gross negligence or intentional misconduct.
  • In the event that either party seeks indemnification as described in (A) or (B) above, the party shall (i) provide prompt notice of the commencement of the claim, suit, or proceeding for which indemnification is sought, (ii) cooperate with the other party, and (iii) allow the indemnifying party to control the defense provided that (a) the indemnified party may, at its option and expense, participate and appear on an equal footing with the indemnifying party in the claim, suit or proceeding and (b) neither party may settle a claim, suit or proceeding without approval of the other party, which approval will not be unreasonably withheld or delayed.

Limitation on Liability

IN NO EVENT SHALL EITHER PARTY, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE TT4Charity WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF GPM’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE TT4Charity WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE TT4Charity WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF EITHER PARTY’S USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT EITHER PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

NEITHER PARTY SHALL BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
MEMBER USE OF THE TT4Charity WEB SITE AND ANY GPM SERVICES IS AT MEMBER’S SOLE RISK. GPM PROVIDES THE SERVICE ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GPM, ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED REGARDING THE SITE, AND THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. GPM MAKES NO WARRANTY OR REPRESENTATIONS AS TO THE QUALITY, RELIABILITY OR VALIDITY OF THE CLIENT SITES THAT USE OUR SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THEM.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE.  WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING.

Force Majure

No party hereto shall be responsible for failure of performance, due to causes beyond its reasonable control, including, without limitation, acts of God or nature; labor disputes; sovereign acts of any federal, state or foreign governments; acts of terrorism; or shortage of materials.

Privacy & Security

GPM is committed to protecting Member privacy and the privacy of its donors and product and service users. GPM is committed to providing security in the processing of information and the collection and distribution of donations to nonprofit organizations. All payment information is processed through PCI DSS compliant secure servers. All payment information is encrypted using 128 bit SSL, industry standard secure technology. GPM will not sell or rent your personal information to third parties for marketing purposes.  We may provide donor contact information or other data to select third parties, only if donor “opts-in” and/or gives permission for GPM to do so in advance.

GPM may on occasion contact individuals that make donation payments using the TT4Charity service to verify and confirm the authenticity of transactions that we have reason to believe may be fraudulent or related to unusual activity. However, we do not provide a proactive fraud monitoring service and cannot guarantee that fraudulent transactions will not take place.  Member agrees that GPM will not be held responsible for any fraudulent donor activity, lack of funds, or collection effort on behalf of Member. GPM is only responsible for paying to Member those funds actually received by GPM.

Other

Severability. If any portion of this Agreement is determined by a court of competent jurisdiction to be invalid for any reason, the remainder of this Agreement and the validity thereof will remain unaffected, and will remain in full force and effect.
Governing Law. This Agreement is entered in the State of California and shall be construed and governed under the laws of the State of California.
Notices. Any notices required under this Agreement shall be sent in writing to the following addresses:  GPM: GoodPlay Media LLC, 44734 Fairway Estates Place, El Macero, CA 95618; For Member: email address listed on Member registration form.
GPM and Member hereby agree to the Terms and Conditions as described in the Agreement.

 

 

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