Terms of Service
1. This Agreement
This agreement and the terms incorporated into it by reference constitute the complete agreement between Vita Rara Inc. a New York corporation doing business as Enable Labs and Your Club entered into by you as the legal representative of Your Club. This is not an agreement between you and any other party, user or organization using the Our Lodge Page system.
1.1. Description of Service
Our Lodge Page powered by Groupable is a service of Enable Labs that provides web sites, mobile applications and services to member based organizations. Our Lodge Page provides tools for Clubs such as calendars, meeting announcements, and other tools for engaging and communicating with members. Our Lodge Page also provides clubs with the ability to collect payments electronically for such things as dues, events and donations.
In this agreement the term “Club” refers to groups of members organized into chapters, lodges, clubs or other units of organization. Some clubs are organized under the authority of a Sponsoring Parent Organization.
1.3. Sponsoring Organization
A Sponsoring Organization is an organization that manages, charters, or otherwise organizes groups of clubs.
Any person who is a member of a Club in Our Lodge Page system may create an account and become a user. In this agreement the term user or you will refer to you as an end user.
1.5. Club Officers
If you are an officer of your Club authorized by your Sponsoring Organization you will be able to manage certain functions for Club services on your Club's behalf. You will also be able to create a subscription for additional services on behalf of your Club.
1.6. Your Club
In this agreement “Your Club” will refer to a club for which you have the legal authority to enter into agreements for.
1.7. Club Members
All members of a club who are in good standing may open an account on Our Lodge Page.
1.8. Other Terms Incorporated by Reference
1.9. Revisions of the Agreement
Enable Labs reserves the right to revise this agreement from time to time. When this agreement is revised notice will be provided by publishing it to the Our Lodge Page site. By continuing to use the service you agree to the revised agreement. Enable Labs reserves the right to notify you by email of changes in the agreement at its sole discretion.
2. Your Club’s Services
Our Lodge Page provides a mixture of free and paid services to support the operations of your club for calendaring, distribution of meeting notices, news, document storage, receiving electronic payments and other services provided through the Our Lodge Page system.
Some services of the Our Lodge Page system are only available through a paid subscription.
In order to subscribe to paid services you will need to provide a method of payment using a Visa, MasterCard, Discover or American Express account. This form of payment can belong to either you or Your Club.
Our Lodge Page does not warrant that a fee paid by you for services for Your Club will be reimbursed to you by Your Club.
The period and cost for all subscriptions is detailed when you sign up for a service and will be billed either monthly or annually.
2.1.1. Automatic Renewal
All subscriptions will be automatically billed on or near their renewal date to the method of payment on file.
3. Payment Services
Our Lodge Page enables clubs to collect payments from users of the Our Lodge Page system. This service can be used to collect dues, events, and donations.
Our Lodge Page uses WePay as a third party payment provider.
To use the Our Lodge Page system to collect payments from users of the Our Lodge Page system you need to agree to these Terms of Service and the WePay Terms of Service.
Before receiving payments via the Our Lodge Page system you will need to provide sufficient identifying information to WePay for fraud prevention. This could include your personal social security number.
To receive automatic deposits for payments received you will need to provide a valid checking account routing and account number.
WePay charges Your Club 2.9% plus $0.30 per transaction.
Surcharging passes the credit card processing fee onto the member, ensuring your lodge receives the full dues amount. As of April 2020, Surcharging is defaulted to enabled, where the member will pay the credit card processing fee. This does not apply to debit cards. Your payer will still have the option to "cover my debit/credit card fees" if you have set this up.
Our Lodge Page charges the payer a service charge or convenience fee that is detailed at the time of the transaction.
4. Your Club’s Account
Your Club has a legal relationship with Our Lodge Page as defined in this agreement. Your Club does not have a login to the Our Lodge Page system. The officers of Your Club as defined by Your Club and your Sponsoring Organization manage your Club’s information.
To maintain services for Your Club on the Our Lodge Page system Your Club must remain in good standing with its Sponsoring Organization. If Your Club is suspended or otherwise disqualified from operating by your Sponsoring Organization Your Club’s services will be suspended. Our Lodge Page does not issue any refund for suspension of services due to actions taken by your Sponsoring Organization to suspend Your Clubs right to operate.
Our Lodge Page additionally reserves the right to suspend Your Club’s services for other violations of these terms of service. In which case no refunds are given for services already paid for.
You warrant that you are at least 18 years old if residing in the United States or the age of majority for the purpose of entering into contract for your place of residence.
You warrant that you are authorized to enter into this agreement on behalf of Your Club and to perform its obligations.
You warrant that you are a user of the Our Lodge Page service and have accepted the Our Lodge Page End User Terms of Service.
Your Club agrees to indemnify, defend and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries, sponsors, and other third-party partners (herein after Our Lodge Page Parties) harmless from any claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, now and in the future, made by any third party (herein after Claims) due to or arising out of (a) Your Club’s violations of this Agreement, (b) Your Club’s use, misuse, or abuse of our system, (c) Your Club’s Content, (d) Your Club’s violation of any law, statute, ordinance or regulation or the rights of a third party, or (e) Your Club’s participation or conduct in a Club or a Club event that violates this Agreement. Your Club agrees to promptly notify us of any third party Claims, cooperate with all Our Lodge Page Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). Your Club agrees not to settle any Claim without our prior written consent.
7. Warranty Disclaimer and Limitation of Liability
Our Lodge Page is provided on an "as is" and "as available" basis.
WE TRY TO KEEP OUR LODGE PAGE ONLINE, BUG-FREE, AND SAFE, BUT YOUR CLUB USES IT AT ITS OWN RISK. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WHEN OTHERWISE STATED IN WRITING THE SERVICES AS DEFINED IN THIS AGREEMENT OR MATERIALS PRODUCED UNDER THE TERMS OF THIS AGREEMENT ARE PROVIDED TO YOUR CLUB "AS IS," THAT IS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED. WE DO NOT GUARANTEE THAT OUR LODGE PAGE WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT OUR LODGE PAGE WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND/OR SERVICES PROVIDED UNDER THIS AGREEMENT RESTS SOLELY WITH YOUR CLUB.
EXCEPT AS OTHERWISE STATED ABOVE, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES RELATED TO INFORMATION OR BUSINESS ADVICE PROVIDED, WARRANTIES RELATED TO OUTCOMES BASED ON INFORMATION OR ADVICE PROVIDED, WARRANTIES OF MERCHANTABILITY OR MERCANTILE QUALITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR USE, WARRANTIES OR CONDITIONS ARISING BY STATUTE OR OTHERWISE IN LAW, OR WARRANTIES OF ANY PRODUCTS OR SERVICES PROVIDED BY THIRD PARTY VENDORS.
OUR LODGE PAGE IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOUR CLUB RELEASES US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOUR CLUB HAS AGAINST ANY SUCH THIRD PARTIES.
IF YOUR CLUB IS IN CALIFORNIA, 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. YOUR CLUB AGREES THAT ENABLE LABS’S LIABILITY FOR DAMAGES FROM ANY CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED THE FEES PAID IN THE TWELVE MONTHS PRIOR TO SUCH CLAIM. IN NO EVENT SHALL ENABLE LABS BE LIABLE FOR LOST PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF USE OF ANY SOFTWARE OR HARDWARE, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST DATA, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND BY ANY THIRD PERSON, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF, EVEN IF ADVISED OF THIS POSSIBILITY.
Any controversy arising out of or in connection with this Agreement, including its interpretation, performance or termination, that the parties are unable to resolve through good faith negotiation within ninety (90) days following written notice by one party to the other party of the existence of such controversy or dispute shall be submitted to the American Arbitration Association, or such other body as the parties may agree. Such arbitration shall be held in the City of Albany, New York, in accordance with the Commercial Arbitration rules of the American Arbitration Association using arbitrators who are experienced commercial litigators who have had experience in litigating or arbitrating software service, licensing and ownership issues. The decision of the arbitrator(s) shall be binding and conclusive upon the parties, and judgment upon the award may be entered and enforced in any court of competent jurisdiction. Nothing contained in this section shall prohibit either party from seeking preliminary equitable relief without first resorting to negotiation or arbitration where, without such relief, such party’s interests would be compromised.
9. Trademarks and Logos
Your Club will not use our copyrights or Trademarks or any confusingly similar marks, except with our prior written permission.
10. Address for Notifications
415 River St
Troy, NY 12180
11. Entire Agreement
This Agreement, the policies and terms referenced here from constitute the entire agreement between the parties, and supersede any prior agreements. No change, waiver, or discharge hereof shall be valid unless it is in writing and is executed by the party against whom such change, waiver, or discharge is sought to be enforced.
12. No Agency
Nothing in this Agreement shall be deemed or construed to create an employer/employee, joint venture or partnership relationship between the parties to this agreement.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of New York. You agree to the exclusive jurisdiction and venue of the state or federal courts of Albany, New York with respect to any disputes that may arise in connection with this Agreement.
Your Club may not assign, transfer or sublicense this agreement without Enable Labs's prior written consent. This agreement may be transferred, or assigned by us in connection with a merger, corporate reorganization, consolidation, or sale of all or substantially all of our assets.
15. No Waiver
No delay or omission by either party hereto to exercise any right or power occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained.
If any provision of this Agreement is held to be invalid, the other provisions shall not be affected to the greatest extent possible consistent with the parties’ intent.
Your Club may terminate this agreement at any time by ceasing to use the Our Lodge Page club services. Our Lodge Page does not remove information for Clubs when they cancel their services unless requested to by your Sponsoring Organization.
We may terminate this agreement at any time for any violation of these terms of service.
18. What Survives Termination
If this agreement is terminated certain provisions of it survive termination and are enforceable on the parties including sections: Your Club’s Services (2), Subscriptions (2.1), Payment Services (3), Your Club’s Account (4), Suspension (4.1), Indemnification (6), Warranty Disclaimer and Limitation of Liability (7), Dispute Resolution (8), Trademarks and Logos (9), Address for Notification (10), No Agency (12), Governing Law (13), Assignment (14), No Waiver (15), Severability (16), Termination (17), and other provisions necessary to effect these sections.
19. Section Headings
The section and subsection headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof.
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