Terms of Use

These Terms of Use (the "Terms of Use") contains the terms by which Zimcode, Inc. (“Zimcode” or the “Company”), provides you, as a User, access to Zimcode’s website located at www.TeamRunner.com, and all related and successor websites (collectively, the “Site”), and the TeamRunner services available through the Site (“TeamRunner”). TeamRunner serves as a venue that allows sporting organizations and clubs (“Sporting Organizations”) the ability to post requests for proposals (“RFP’s”) for upcoming events, allows hotel members (“Hotels”), restaurant members (“Restaurants”) and other travel services vendor members (“Travel Service Vendors”) to accept or reject such RFP’s and thereby sell rooms, meals and/or other services, and allows user members (“User Members” and collectively with Sporting Organizations, Hotels, Restaurants, and Travel Service Vendors, “Users”)) to make individual bookings. If you do not agree to be bound by the terms and conditions of these Terms of Use and the Agreement (as defined below), do not use or access the Site. You must read, agree with and accept all of the terms and conditions contained in this Agreement. “Agreement” means these Terms of Use, the Privacy Policy contained on the Site, the terms and conditions of any specialized user agreement (each, a “User Addendum”), as well as all other terms and conditions that are posted on the Site or attached to these Terms of Use, and each amendment to any of the foregoing, all of which are incorporated here by reference. In case of a conflict between these Terms of Use and any User Addendum, the provisions of such User Addendum shall take precedence over those in these Terms of Use. The Company may amend these Terms of Use at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the Site. This Agreement may not be otherwise amended except in a writing signed by you and Zimcode, Inc. This Agreement is effective upon acceptance in registration for new registering users.

Eligibility.

TeamRunner is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Site is not available to children (persons under the age of 21) or to temporarily or indefinitely suspended TeamRunner Users. If you are under the age of 21, you cannot use this service. If you do not qualify, please do not use the Site. Further, your Site account (including Submissions) and User ID may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement.

Access to the TeamRunner Service.

Zimcode shall make TeamRunner available to you pursuant to this Agreement. In accordance therewith, Zimcode shall use commercially reasonable efforts to make the Site available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which Company shall give at least 8 hours notice and which shall be scheduled to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond the Company’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving the Company’s employees), or Internet service provider failures or delays.

Reviews, Comments and Other Submissions.

Please be aware that by submitting content to the Site by electronic mail, postings on the Site or otherwise, including any reviews, questions, comments, suggestions, ideas or similar items contained in any submissions (collectively, "Submissions"), you grant Zimcode, and its subsidiaries and corporate affiliates and the affiliated, co-branded and/or linked website partners through whom the Company provides service (collectively, the "Zimcode Affiliates"), a nonexclusive, royalty free, perpetual, transferable, irrevocable and fully sub-licensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that the Company may choose to provide attribution of your comments or reviews (for example, listing your name and hometown on a review that you submit) at the Company’s discretion, and that such submissions may be shared with Hotels, Restaurants, Travel Service Vendors or other suppliers. You further grant the Company the right to pursue at law any person or entity that violates your or the Company’s rights in the Submissions by a breach of this Agreement. You acknowledge and agree that Submissions are non-confidential and non-proprietary. The Company takes no responsibility and assumes no liability for any Submissions posted or submitted by you. The Company has no obligation to post your comments; The Company reserves the right in its absolute discretion to determine which comments are published on the Site. If you do not agree to these terms and conditions, please do not provide any Submissions.

 

Your Responsibilities.

You shall (i) be responsible for your compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of the postings, RFP’s, responses, and your Submissions, as applicable, that you make available on TeamRunner, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of TeamRunner through your account, and notify Zimcode promptly of any such unauthorized access or use, and (iv) use TeamRunner only in accordance with this Agreement and applicable laws and government regulations.

Prohibited Activities.

You shall not (a) use TeamRunner to store or transmit false, fraudulent, misleading, infringing, defamatory, harassing, obscene or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or publicity rights, (b) use TeamRunner to undertake unfair and deceptive acts or practices in commerce, or publish material that constitutes false advertising, (c) use TeamRunner to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, (d) interfere with or disrupt the integrity or performance of TeamRunner or third-party data contained therein or otherwise cause liability for use or cause the Company to lose the services of its ISPs or other suppliers, (e) attempt to gain unauthorized access to the Site or TeamRunner or their related systems or networks, (f) use any robot, spider, scraper or other automated means to access the Site for any purpose without the Company’s express written permission, (g) take any action that imposes, or may impose in Company’s sole discretion, an unreasonable or disproportionately large load on the TeamRunner infrastructure, (h) copy, reproduce, modify, create derivative works from, distribute or publicly display any content (except for data you post on the Site) from the Site without the prior expressed written permission of Company and the appropriate User or other third party, as applicable, (i) bypass the Site’s robot exclusion headers or other measures Company may use to prevent or restrict access to the Site, (j) link directly or indirectly to or include descriptions of goods or services that are prohibited under this Agreement, are concurrently listed for sale on a website other than TeamRunner's or for which you do not have a right to contract rates; or (k) manipulate the price of any item or interfere with other User's listings, RFP’s, Submissions, or transactions.

Breach.

Without limiting other remedies, the Company may, but has no obligation to, limit your activity, immediately remove your RFP’s, responses, Submissions, or other listings, warn Company’s community of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide Company’s services to you if: (a) you breach this Agreement; (b) the Company is unable to verify or authenticate any information you provide to Company; or (c) the Company believes that your actions may cause financial loss or legal liability for you, Users or the Company. Without limiting any other remedies, TeamRunner may, but has no obligation to, suspend or terminate you account if the Company suspects that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

Third Party Links and Services.

For your convenience, the Site provides links to other websites. When you click on one of those links, you are leaving the Site and entering another website. The Company is not responsible for such third party websites. You should carefully review the terms and conditions of use of those websites, because such websites will have their own terms of use. You agree to abide by the terms and conditions of bookings imposed by any supplier with whom you elect to deal and you are responsible for ensuring that your bookings abide by the terms and conditions imposed by any supplier with whom you elect to deal.

Fees.

Company may charge a fee or collect a commission for the service it provides through the Site. Any such fee is non-refundable. In addition, you will be responsible for all charges, fees, duties, taxes, and assessments arising out of your use of the products and services available through the Site.

No Warranty.

THE COMPANY, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS PROVIDE THE SITE AND THE TEAMRUNNER SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY, ARISING BY COURSE OF CONDUCT OR PERFORMANCE, CUSTOM OR USAGE IN THE TRADE. COMPANY, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT AND DO NOT WARRANT THAT THE USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, OR COMPATIBLE WITH OTHER SOFTWARE USED BY YOU AFTER THE DATE OF THIS AGREEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state.

Limitation of Liability.

SERVICES AND PRODUCTS MADE AVAILABLE ON THE SITE ARE SUBJECT TO CONDITIONS IMPOSED BY THE HOTEL, RESTAURANT, OR TRAVEL SERVICE VENDOR PROVIDERS, INCLUDING BUT NOT LIMITED TO TARIFFS, CONDITIONS OF CARRIAGE, AND FEDERAL GOVERNMENT REGULATIONS. THE HOTELS, RESTAURANTS, AND TRAVEL SERVICE VENDORS PROVIDING SERVICES ON THIS SITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF THE COMPANY OR ITS AFFILIATES. Company shall not be responsible for any loss of or damage to property or death or injury to a person, resulting from any act or omission of any supplier providing any product or service or any other person or entity, or any other cause beyond Company’s control. User expressly waives all rights he or she may have against Company in connection with the foregoing. Under no circumstances is Company to be construed as carriers under contract for safe carriage of the User or his or her baggage and belongings. It is understood and agreed that Company shall at all times act in the capacity of any independent contractor and not as an employee, partner, agent, joint venture, or principal of any Users. Company shall not be responsible for any cancellations, diversions or substitution, or for acts of any User, or any persons providing any of the services and accommodations. Nor shall Company be liable for any loss or damage to baggage or property, or for injury, illness or death, or for any damages or claims whatsoever arising from any act, error, omission, default or negligence of any person not a direct employee of Company. Company is not responsible for any criminal conduct by third parties. Every effort is made to ensure Site accuracy at the time of publication; however, the Company cannot be held responsible for printing or typographical errors, product changes and content changes on the Site. Further, information provided regarding the service, amenities, products, etc. have been provided to the Company by the Hotel, Restaurant, or Travel Service Vendor and has not been independently verified. The Company assume no liability or responsibility for any errors or omissions. You are responsible for evaluating the accuracy, completeness, and usefulness of any opinion, advice, RFP, Submissions, opinions, reviews, or other content available through the Site or obtained from a linked website. The Company does not control the information provided by Users that is made available through TeamRunner. You may find other User's information to be harmful, inaccurate, or deceptive. Please use caution, common sense, and practice safe trading when using the Site. Please note that there are also risks of dealing with underage persons or people acting under false pretense. Additionally, there may also be risks dealing with international trade and foreign nationals. By using this Site, you agree to accept such risks and further agree that Company is not responsible for the acts or omissions of other Users on the Site. In the event that you have a dispute with one or more Users, you hereby release Company (and Company’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "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." ZIMCODE’S, ITS SUBSIDIARIES’, OFFICERS’, DIRECTORS’, EMPLOYEES’ OR SUPPLIERS’, LIABILITY FOR DAMAGES UNDER THIS AGREEMENT WILL IN NO EVENT EXCEED THE AMOUNT PAID OR PAYABLE BY YOU TO ZIMCODE FOR ACCESS TO THE WEBSITE AND TEAMRUNNER SERVICES AS TO WHICH THE CLAIM AROSE FOR THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM. IN NO EVENT WILL ZIMCODE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES, LOSS OF PROFITS, DATA, SUBMISSIONS, OR USE, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY USE OF THE SITE, ANY HYPER LINKED WEBSITE, THE ACTS OR OMISSIONS OF HOTELS, RESTAURANTS, TRAVEL SERVICE VENDORS, OR OTHER PROVIDERS WHO FURNISH PRODUCTS OR SERVICES THROUGH THE SITE, OR THE PRODUCTS OR SERVICES OFFERED BY SUCH HOTELS, RESTAURANTS, TRAVEL SERVICE VENDORS, OR OTHER PROVIDERS THROUGH THE SITE.

Indemnity.

You agree to indemnify and hold Company and (as applicable) Company’s parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.

 

 

General.

Governing Law.

The validity and performance of this Agreement shall be governed by California law without reference to conflict of law principles.

Severability.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

Entire Agreement.

This Agreement set forth the entire agreement between the parties and supersede any and all prior or contemporaneous agreements of the parties with respect to the subject matter contained herein. The parties shall not be bound by, and specifically object to, any term, condition or other provision inconsistent with or in addition to any provision of this Agreement or any correspondence or any other document, unless specifically agreed to in writing by both parties.

Resolution of Disputes.

You and Company agree that any claim or controversy at law or equity that arises out of this Agreement or the TeamRunner services ("Claims") shall be resolved through binding arbitration. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.