Member Listing Agreement

You must agree to the following in order to create a directory listing

RUN WALK RIDE FUNDRAISING COUNCIL MARKETPLACE LISTING AGREEMENT
This Agreement (hereinafter referred to as the "Agreement") explains the contractual agreement between Cause Marketing Forum, Inc., a New York corporation having its principle place of business in Rye, New York ("Cause Marketing Forum, Inc., CMFI," "we," "us") and you ("Company," "you," "your") who agrees to the terms of this Agreement by clicking the "I AGREE" checkbox on the Marketplace Listing Agreement form. This Agreement is made to be effective as of the date accepted by CMFI.   This Agreement governs your use of the RWRFC Marketplace ("the Marketplace") on  www.runwalkride.com  (the "Web Site"). NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be bound, hereby agree as follows:
1. CLICK THE "I AGREE" CHECKBOX
By using the Web Site and clicking the "I AGREE" checkbox on the Marketplace Listing Agreement, you acknowledge your acceptance of the terms and conditions of this Agreement. By accepting the terms and conditions of this Agreement and completing the registration process, you are simultaneously (i) registering as a "Registered User" (as defined herein), (ii) designating yourself as a "Company" (as defined in Section 3) (iii) representing and warranting that you can legally enter into this Agreement, and (iv) agreeing to the terms and conditions of this Agreement. If you do not accept this Agreement, you are not authorized to use the Web Site. If you have any questions about this Agreement, please call us at (914) 921-3914 or contact info@runwalkride.com. The term "Registered Users" includes all individuals or entities who have applied for a class of RWRFC membership that includes the rights to create a Run Walk Ride Fundraising Council Marketplace listing through the RWRFC Web Site.
2. BACKGROUND 
Via the Web Site, CMFI provides certain information about our products, services and users, and certain other third party information. One of these, The Marketplace, provides a venue for Companies  to describe themselves and their capabilities. We may add, delete or modify some or all of our services and information at any time. CMFI and you wish to enter into an Agreement wherein CMFI agrees to provide to you, and, if applicable pursuant to the payment terms described in Section 9 hereof, you agree to pay for, certain specified services more fully described herein.
3. COMPANIES
By clicking the "I AGREE" checkbox on the Marketplace Listing Agreement you are designating yourself as a "Company." "Companies" are entities including but not limited to nonprofit organizations, individual consultants, marketing agencies, media outlets and suppliers of goods and services involved in activities related to cause marketing. 
4. SCOPE OF SERVICES
CMFI shall provide companies with the ability to create a listing page to be displayed in the Marketplace section of the website.    
A. CMFI facilitates the creation of listing pages by providing an online form for companies to complete. Only listings created with the CMFI listing tool will be accepted.  It is your responsibility to complete the form and submit it to CMFI for approval in order for CMFI to display the listing in the Marketplace.  CMFI will review your listing within 5 working days of submission and, if it is approved, CMFI will immediately begin to display it in the Marketplace.  CMFI reserves the right to reject any listing  which in CMFI's opinion may be of an illegal, defamatory, distasteful, offensive or unacceptable nature or which CMFI believes may infringe third party rights or otherwise give rise to any liability.  If CMFI does not approve your listing, it will contact you by email with suggested changes and ask you to resubmit the listing after it has been edited.
CMFI may add, delete, or modify some or all of the services offered to companies at any time.  We do not set or endorse: (i) the price, contract terms, quality, conformance or legality of the services advertised or offered.. We are not responsible for any transaction and/or contact, or the result of any such transaction and/or contact made by and between companies and visitors to the Marketplace. From time to time, we will provide features and services which either are or shall be set forth in separate sections of the Web Site, which are subject to the terms of this Agreement, but are also subject to the additional terms and pricing specified on the Web Site. With respect to these features and services provided on our Web Site, you will be charged, and agree to pay us any fees, as set forth in separate sections of the Web Site detailing such features and services.
B. If it is determined by a court of competent jurisdiction that a contract exists between your Company and an entity who learned of your company through the Marketplace, you hereby expressly agree to indemnify CMFI for any and all liability, under a theory of contract or any related legal obligation.
5. SYSTEM INTEGRITY
You may not use any device, software or routine, including but not limited to any viruses, trojan horses, worms, time bombs, cancelbots or denial-of-service attacks, intended to damage or interfere with the proper working of the Web Site or any transaction being conducted on our site, or to surreptitiously intercept or expropriate any system, data or personal information from the Web Site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, including but not limited to "spam" or other such unsolicited mass emailing techniques.
6. INFORMATION POSTED ON THE WEB SITE
A. You are solely responsible for information that you post on our Web Site, including but not limited to any posting or listing in any public message area or through any email feature. You grant us a non-exclusive, worldwide, perpetual, royalty free, irrevocable right to exercise all copyright and publicity rights with respect to this information. Your information must not: (a) infringe any third party's rights, including but not limited to intellectual property, publicity or privacy; (b) be defamatory, trade libelous, threatening or harassing; nor (c) be obscene, indecent or contain pornography. We do not endorse any information posted by Registered Users and we are not liable for any such information posted on our site, including but not limited to any information posted about you. We reserve the right to take any action with respect to information posted on our site which we believe is appropriate in our sole discretion with respect to such information, including but not limited to termination of this Agreement. However, we cannot, nor do we, control the information provided by you or other Registered Users or other content providers which is made available through our system. By its very nature, other people's information may be offensive, harmful, inaccurate, or in some cases may be mislabeled or deceptively labeled. Information on the CMFI Web Site is provided "AS IS" and may contain technical inaccuracies or typographical errors.
B. The Web Site may contain links to third-party web sites not under the control or operation of CMFI. When we provide links, we do so only as a convenience and do not endorse and are not responsible for the content of any linked site or any link contained in a linked site.
7. RELATIONSHIP AND OBLIGATIONS OF PARTIES
A. CMFI provides Services for Registered Users, including you and other Companies. All parties are independent contractors vis-à-vis CMFI with respect to all matters arising out of this Agreement. No Registered User shall be considered the employee, agent, partner or joint venturer of CMFI and CMFI shall not be considered the employer, agent, partner or joint venturer of any Registered User.
8. PAYMENT TERMS
A. Companies pay CMFI an annual fee to become members of the Run Walk Ride Fundraising Council.  Membership is granted on a one-year term starting on the date that CMFI receives payment for membership.  The price of membership is set by CMFI and posted on the Website.  CMFI reserves the right to change the membership fee structure at any time at its sole discretion.
 B. CMFI will endeavor to, but is not required to, send a renewal notice by email to a Company representative at least one month prior to the end of the company's annual membership term.  If the company has not renewed its membership, CMFI reserves the right to remove the Company's listing from the Marketplace 365 days after the membership term began.  
9. TERM AND TERMINATION
A. This Agreement shall become effective upon the execution hereof by the parties, as described above, and shall continue until terminated by CMFI or you as provided for under the terms of Section 9(B) of this Agreement.
B. Unless otherwise agreed to in writing between the parties, either party may terminate the Membership at any time upon notice to the other party.   Your membership fee will be refunded in full if you terminate your membership within 30 calendar days of CMFI's receipt of payment.  No membership fees will be refunded if you terminate your membership more than 30 calendar days after CMFI receives your payment.
10. PRIVACY AND CONFIDENTIALITY
A. Your use of the Web Site and the services provided therein and thereby is governed by the terms of this Agreement and the CMFI Privacy Policy It is your responsibility to review the CMFI Privacy Policy ("Privacy Policy"), which is incorporated by reference into this Agreement in its entirety, and we suggest that you review the Privacy Policy and print a copy for yourself. The Privacy Policy is posted on the Web Site and may be updated from time to time. If at any time you are not in compliance with the Privacy Policy, we have the right to terminate your rights of use and access to the Web Site and to terminate this Agreement. Unfortunately, we cannot ensure that disclosure of your personal information will not occur in ways not described in the Privacy Policy. We may be required by law to disclose information to government authorities, law enforcement agencies or third parties upon subpoena, and you authorize us to disclose information as we believe, in our sole discretion, is necessary or appropriate.
B. Any user identification ("User ID") and password, and any authorization codes or similar verification identifiers provided to you by us should be maintained as confidential and should not be distributed or disclosed to third parties. It is your responsibility to notify us if you need to change or discontinue your User ID and password and/or authorization codes, if applicable. You may only do so by: (i) sending us a notice, or (ii) contacting us at info@runwalkride.com
11. OWNERSHIP
The Web Site and all intellectual property rights related to the Web Site, including but not limited to copyrights, trademarks,service marks and any feedback left by Registered Users on the Web Site, are owned or licensed by us, and all right, title and interest in the Web Site and the related intellectual property rights remain our property. You may not reproduce, reverse engineer, decompile, disassemble, modify or create derivative works with respect to the Web Site and the related intellectual property, including any services provided via the Web Site, and this Agreement does not grant you permission to do so. Certain content is licensed from third parties. All such third party content and all intellectual property rights related to that content belong to the respective third parties. You may not remove any copyright, trademark, or other intellectual property or proprietary notice or legend contained in the Web Site, including any Web Site content.
12. WARRANTIES
A. Each party warrants that it has the right and or full corporate power and authority to enter into this Agreement.
B. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS," WHERE IS, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESSED OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY REGISTERED USER OR THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY REGISTERED USER.
13. INDEMNIFICATION
A. You agree to defend, hold harmless and indemnify CMFI from and against any and all losses, costs, expenses, damages or other liabilities incurred by CMFI from and against any cause of action, claim, suit or proceeding brought by a third party against CMFI in connection with your Marketplace listing. You further agree to indemnify, defend and hold CMFI harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees) resulting from: (i) your use of the Web Site; (ii) your decision to post company information in the Marketplace; (iii) any breach of contract or other claims made by any entities with which you made contact through the Web Site; (iv) your breach of any provision of this Agreement; (v) any negligent or intentional wrongdoing by any Registered User.  Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
B. In connection with your indemnification obligations as provided for above, CMFI agrees to (a) notify you in writing promptly after learning of any such claim; (b) turn over to you all responsibilities and control with respect to such claim; and (c) reasonably cooperate with you in the defense thereof.
14. LIMITATION OF LIABILITY
A. IN NO EVENT SHALL CMFI BE LIABLE TO YOU OR ANY OTHER REGISTERED USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
B. In the event that you have a dispute with one or more Registered Users, you release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Web Site, the Services, or such dispute. You waive the provisions of any state law limiting or prohibiting a general release.
C. Notwithstanding any other provision of this Agreement, in no event will CMFI's liability to you for any action or claim related to the Services provided under this Agreement, whether based on contract, tort, negligence, or any other theory of liability, exceed in the greater of: (A) $500 or (B) the most recent one-year membership fee you paid to CMFI.   
D. Our contracts with certain of our suppliers provide for scheduled maintenance, preventative maintenance, and emergency maintenance work. We will have no liability whatsoever for any unavailability of the Web Site caused by our supplier's performance or lack of performance of the maintenance work needed to keep the Web Site operable. We will also not have any liability for any loss of data or transactions resulting from delays, non-deliveries, mis-deliveries or service interruptions caused by us, any third party acts, the acts of any web services provider or problems with the Internet infrastructure and networks external to the Web Site. The limitations of liability provided in this Agreement inure to the benefit of us, our affiliates and all of our respective officers, directors, employees, attorneys and agents.
15. ASSIGNMENT
CMFI has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to assign or transfer this Agreement or any rights thereunder to any other person or entity without our prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto.
16. GOVERNING LAW AND JURISDICTION
The CMFI Web Site (excluding linked sites) is operated by us from our offices within the State of New York, United States of America. It can be accessed from all 50 states and from other countries around the world. As each of these places has laws that may differ from those of New York, by accessing the Web Site, you agree that this Agreement and your use of the Web Site, and the services offered therein and thereby, shall be governed in all respects by the internal substantive laws of the State of New York, without regard to conflict of laws provisions and shall not be governed by the United Nations Convention on the International Sale of Goods. You further submit to jurisdiction and venue in the state and federal courts located in the State of New York, Westchester County and further agree that any cause of action you may bring arising under your use of the Web Sites shall be brought by you exclusively in a state or federal court located in the State of New York, Westchester County. We make no representation that materials on the Web Site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws.
17. STATE SPECIFIC LEGAL NOTICES
Pursuant to California Civil Code Section 1789.3 and California Business and Professions Code Section 17538, residents of California are hereby advised of the following: CMFI, located in Rye, New York, is the provider of the electronic commercial service on this site. Registered Users are notified in advance regarding any applicable service charges. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R. Street, Suite 3090, Sacramento, CA 95814 or by calling 1-800-952-5210. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact CMFI to resolve a complaint regarding any aspect of service relating to this site by writing to CMFI, 63 Overlook Place, Rye, NY 10580, or contact us at info@causemarketingforum.com.
18. MISCELLANEOUS
A. This Agreement, and all writings, web pages, agreements and policies, including, but not limited to, the CMFI Privacy Policy, incorporated herein, contains the entire Agreement between the parties and supersedes any prior agreement, negotiation or understanding of the parties, whether oral or in writing, with respect to the subject matter of this Agreement. Any representations, promises or conditions not incorporated herein shall not be binding upon CMFI or Registered User or their respective successors and assigns. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of both parties.
B. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. Failure of either party to act or exercise its respective rights under this Agreement upon the breach of any other terms hereof by the other party shall not be construed as a waiver of such a breach or prevent said party from thereafter enforcing strict compliance with any or all of the terms thereof.
C. This Agreement does not create a relationship of agency, partnership, or representation between CMFI and you for any purpose whatsoever, it being understood between the parties hereto that CMFI and Registered User are to act as an independent contractors and are not authorized to make any contract, agreement, warranty or representation on behalf of each other.
D. Neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
E. You must comply with all applicable laws, statutes, ordinances and regulations regarding: (i) your use of the Web Site and the Services and any Other Services provided thereby or therein; (ii) your ordering or posting of, services or offers, if applicable; and (iii) the posting and retrieval of information by you, including without limitation those governing antitrust, unfair competition, false advertising, taxation and export control. You are responsible for paying all applicable fees and taxes you incur in connection with access to our servers and our Web Site.
F. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of laws provisions.
G. The provisions of this agreement will survive any termination or expiration of this Agreement for any reason.
H. All notices required or permitted to be given under this Agreement, shall be in writing and shall be deemed to have been duly given if delivered personally or sent by pre-paid telex, telefax or telegram, or mailed first-class, postage pre-paid, by registered or certified mail (notices sent by telex or telefax, or telegram, shall be deemed to have been given on the date sent; those mailed shall be deemed to have been given ten (10) business days after mailing) to the addresses set forth below or to such other address as any party shall designate by notice in writing.
If to CMFI:
Attention David Hessekiel
CMFI
63 Overlook Place
Rye, NY 10580
If to Registered User:
To the address associated with Registered User's access or login information.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date. By clicking the "I AGREE" checkbox on the Membership Application form,  you agree to the terms of this Agreement and, by reference herein, the terms of the CMFI Privacy Policy.

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