The Driven Race and Club Solutions, LLC (“The Driven”) grants a license to use The Driven web site and platform (“The Driven Platform”) to manage club operations and services provided to your members and visitors. This license is granted subject to Club acceptance of and compliance with the terms and conditions of this Agreement.
In accepting this license, Club agrees to outsource certain aspects of club operations to The Driven, including basic management of the membership database and the club’s web site, membership signups, renewals and expirations, event registrations, donations, E-Commerce, online payment processing via credit card, the storage of documents, photos and video, security and integrity of the data stored in the system, data backups, reliable access, and support.
Club agrees that this license is not exclusive (The Driven may grant the same license to other organizations) and that it is not transferable to another organization without The Driven permission and the signing of a new Agreement. This license will remain in effect until terminated by either party in accordance with the Termination provisions described below. However, some provisions will survive the termination of this Agreement.
Club Rights Under This License.
Club has the right to use all features and modules provided by the The Driven Platform, as well as all updates and enhancements, for as long as the license remains in effect. This right may be subject to fees as described below.
Club has the right to unrestricted access to its data, including membership records, documents, images, messages, etc. This right may only be limited if the web site is unavailable for periodic maintenance or upgrades or through circumstances beyond The Driven control, such as natural disasters, war, terrorist act or attacks on the Internet (worms, viruses, denial of service attacks, etc.)
Club has the right to appoint its own administrators of the site and coordinators of individual modules. These administrators and coordinators have the obligation to maintain the site on a regular basis, to periodically review, correct or delete obsolete content or links, and to respond promptly to requests or complaints from members and other users of the site.
The Driven's Rights Under This License.
The Driven has the right to monitor Club usage of The Driven, including bandwidth, disk space, and individual modules. If Club usage of The Driven becomes significantly excessive in comparison to clubs with a similar size or purpose, and discussions about controlling this usage are not successful, The Driven has the right to limit Club usage or impose higher fees.
Fees For Service.
The Driven will charge Club a periodic fee which may be calculated using various means (per member, per month, per year, etc.) The Driven may also charge a one-time setup fee and may pass direct expenses (which may include, but which are not limited to, credit card transaction fees and postage costs) on to Club.
Club understands and accepts that some The Driven features may carry additional charges and setup fees and that Club will have the option to sign up for or cancel these features at any time.
Unless separately agreed to in writing, The Driven may change the fee structure and schedule for The Driven at any time and the new fees will go into effect after 30 days notice. Club continued use of the system will indicate acceptance of the new schedule. If Club does not accept the new schedule, it may terminate service in accordance with the termination provisions below.
Your Bank Account.
Club will provide The Driven with details of a club bank account. The Driven shall have the right to initiate credit entries to this account for the purpose of directly depositing membership fees, event registration fees and other charges collected from members and guests, in accordance with this Agreement.
If the bank account changes, Club will immediately update the bank information in its account record.
Interfacing with Merchant Accounts.
The Driven includes a built-in merchant account for processing credit cards. The Driven shall have the right to require specific types of clubs and associations to establish their own merchant accounts.
When Club elects to use the built-in merchant account, you understand and accept that transactions will appear on member and guest credit card statements as “thedriven.net” (or some variation thereof) and not as Club, and that the funds will flow to a The Driven bank account. The Driven shall be obligated to remit these funds to Club in a timely fashion.
The Driven may also collect merchant processing fees from Club to cover charges imposed by the credit card networks and their agents, in amounts which shall be documented on Club website. Unless separately agreed to in writing, The Driven may change the amounts charged for merchant processing fees at any time, and Club continued use of the system will indicate acceptance of the new schedule. If Club does not accept the new schedule, it may terminate service in accordance with the termination provisions below.
The built-in merchant account can only be used for transactions which directly relate to the primary operations and mission of Club, including but not limited to membership signups and renewals, event registrations, donations, the purchase of club merchandise and additional charges that a member or guest has incurred. The built-in merchant account cannot be used to run charges for any third-parties, or charges which are not directly related to the operations and mission of Club. Club and its agents understand and accept that any breach of this clause may result in immediate termination of Club account with The Driven as well as monetary and punitive damages payable to The Driven.
In accordance with credit card network regulations, when Club uses the built-in merchant account, The Driven is accepting initial responsibility for these transactions and the goods and services which Club is providing in return for these charges. By outsourcing the collection of these fees to The Driven, Club accepts that it is ultimately responsible for providing these goods and services. If they are not provided, The Driven may be required to issue refunds of monies which have already been remitted to Club and this requirement may be independent of any refund policies established by Club. The Driven shall have the right to be reimbursed for any refunds so issued; including any and all expenses incurred in obtaining these reimbursements (such as legal fees) and this provision shall survive the termination of this agreement.
In the event of a dispute regarding a transaction charged through the built-in merchant account, The Driven will work diligently with you and the cardholder to resolve the dispute. However Club accepts and authorizes The Driven to make final decisions regarding said disputes, including whether charges collected from the cardholder will be refunded and whether The Driven will be reimbursed for said refunds.
The Driven shall have the right to monitor all aspects of Club use of the built-in merchant account, and to impose any and all restrictions necessary to maintain the integrity of the account and The Driven reputation and rating as a merchant in good standing with the companies that issue credit cards and their agents.
Limitations Of Use.
Except with The Driven prior written consent or as otherwise expressly permitted in this Agreement, Club or its representatives or agents may not: (i) modify or create any derivative works of The Driven; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for The Driven; (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to The Driven; or (iv) use The Driven in a manner which would jeopardize its reliability, stability or security. The Driven modules, themes, templates and features, including custom programming which was developed specifically for Club, may only be used as part of this license and not on a standalone basis or with any other product.
The Driven may change these two documents at any time. Club agrees that the posting of a new version of these documents with an updated version number and date will constitute sufficient notification of the new terms and policies.
Club represents and warrants that it has the legal capacity to enter into this Agreement, that it will use The Driven only for lawful purposes and in accordance with this Agreement, and that it will not use The Driven to violate any law, regulation or ordinance or any right of The Driven or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.
Ownership And Data Rights.
In the context of the 1996 Communications Decency Act, both parties agree and accept that The Driven shall be treated as an interactive computer service, and not as a publisher of information. All data and content stored in and maintained by the system, including but not limited to web content, documents, images, logos, domain names, member records, messages, and events are owned by Club and not by The Driven. The Driven is acting as a common carrier by providing The Driven as a platform for Club to manage its operations, and assumes no liability or responsibility for the content in the system. The Driven shall not have the right to release or provide any of Club membership data to any third party, whether not there is a fee involved, except as required to fulfill specific operational duties (for example, to verify and charge a credit card), or unless required by order of a court of competent legal authority. The Driven agrees that, under no circumstances, will any information provided by Club to The Driven be sold or otherwise transmitted to third parties, unless written consent is obtained directly from Club. The Driven understands that strict privacy laws are applicable to all member information provided by Club to The Driven and any breach of this clause may result in monetary damages payable to Club. The Driven warrants that its information security policies and practices meet or exceed recognized industry standards.
Title, ownership rights and intellectual property rights to the The Driven platform itself, including but not limited to all source code, templates, user interface themes, interactive screens and content, forms, database tables and processing and middleware libraries, is retained by The Driven. Club acknowledges these rights and will not knowingly take any action to jeopardize, limit or interfere in any manner with these rights. The The Driven platform is protected by copyright and other intellectual property laws and by international treaties. All trademarks used in connection with The Driven are owned by The Driven.
Either party may terminate this Agreement at any time with or without cause. Termination will take effect immediately and, following termination, Club account on The Driven will be closed and no further access to the account will be permitted.
In the event of termination of this Agreement, The Driven will provide Club, within a reasonable period of time not to exceed 30 days, a copy of the data stored in the system, in an industry-standard, machine-readable format.
The Driven acknowledges that privacy laws and the confidentiality provisions of this Agreement applicable to member information provided by Club to The Driven will survive any termination.
Club acknowledges that its obligations to reimburse The Driven for charges associated with credit card fees will survive any termination. These may include transaction fees, refunds, chargeback fees, and reimbursement to The Driven of any charged-back transactions which are not subsequently reversed. This clause shall survive termination of this agreement.
Club agrees to indemnify and hold harmless, The Driven from any and all costs, damages and reasonable attorneys' fees resulting from any claim that Club use of the Product has injured or otherwise violated any right of any third party or violates any law. This clause shall survive termination of this agreement.
Disclaimer of Warrantees.
THE THE DRIVEN PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS OR VIRUSES, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. THE DRIVEN AND ITS SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO USE OF THE PRODUCT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE DRIVEN OR ITS OFFICERS OR INVESTORS BE LIABLE FOR ANY DIRECT OR INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST REVENUE OR DATA, LOSS OF GOODWILL, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. IN ANY CASE, YOU AGREE THAT THE MAXIMUM LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO THE DRIVEN IN THE IMMEDIATELY PRECEDING 12 MONTH PERIOD.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
High Risk Activities.
The Driven is not fault-tolerant and is not designed or intended for use in environments in which its failure could lead directly to death, personal injury, or severe physical or environmental damage. ACCORDINGLY, The Driven SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES. Club AGREES THAT THE DRIVEN WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM THE USE OF The Driven IN SUCH APPLICATIONS.
The Driven is designed to allow individuals and families to pursue their hobbies and interests with others of like mind and interest. Your web site, messages, documents and images may be viewed by children. Accordingly, The Driven shall not be used to upload, store, maintain, forward or display adult content, including documents and images of a lewd or lascivious nature.
You agree not to send unsolicited email via our system. For any opt-in list of email addresses used in The Driven system, you agree that on request, you will provide us with the source of the email addresses, the method used for recipient signup, and details surrounding the process used, and whatever other information relates to the transaction or sign-up process used. This includes, but isn't limited to, date and time of sign up, IP address of signup, website signed up from, and whatever other information you asked of the recipient at point of sign up. You also certify that you will not use rented or purchased lists, email append lists, or any other list that contains email addresses captured in any other method than opt-in. The use of opt-out lists is prohibited in our system. The Driven retains the right to review lists and emails to verify that you are abiding by the privacy and permission policies set forth herein. You are required to comply with these policies and all applicable federal and state laws as a condition of using the email services provided by The Driven.
Club acknowledges and agrees that, notwithstanding any other provisions of this Agreement, any breach or threatened breach of this Agreement by Club may cause The Driven irreparable damage for which recovery of money damages would be inadequate. The Driven may therefore seek and obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.
(a) This Agreement shall be governed by the laws of the State of Nevada, excluding its conflict of law provisions. Club expressly agrees that jurisdiction for any claim or dispute relating to or arising out of this Agreement resides in the courts of the State of Nevada.
(b) If a court should hold any provision of this Agreement invalid or unenforceable, such provision shall be modified to the minimal extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions shall remain in full force and effect.
(c) No party’s failure or delay in exercising any right or remedy under this Agreement will operate as a waiver of such right or remedy; and no single or partial exercise by a party of any right or remedy under this Agreement will preclude any additional or further exercise of such right or remedy or the exercise of any other right.
(d) The Driven may transfer or assign its rights and obligations under this Agreement without permission of Club. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
(e) The Driven employees are not authorized to make modifications to this Agreement, or to make any additional representations, commitments or warranties binding on The Driven, except in writing signed by an authorized officer of The Driven.