1.     Overview

Outside Interactive, Inc., doing business as AthleteReg, BikeReg, RunReg, TriReg, and PledgeReg (“AthleteReg”, “we”, “us”, or “our”) provides users who are Event directors, Event planners, and/or charitable organizations, and their representatives (“Event Director”, “you”, or “your”), access to online event management and registration tools to assist you in planning and managing your Event.

This Terms of Service governs your (and those you provide access to) use of AthleteReg's websites, platform, software, and mobile applications (collectively, the “Site”) as an Event Director and all Services available on or through the Site or otherwise provided by AthleteReg for your Events. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ATHLETEREG. BY USING OR ACCESSING ANY PART OF THE SITE OR SERVICES YOU (ON BEHALF OF YOURSELF AND ANY ORGANIZATION YOU REPRESENT) ARE AGREEING TO THESE TERMS OF SERVICE AND TO OUR PRIVACY POLICY AND TERMS OF USE, WHICH ARE INCORPORATED HEREIN. IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, PLEASE DO NOT USE THE SERVICES.

2.     Modification of Terms

AthleteReg reserves the right to modify these Terms of Service at any time. When such changes are made, we will make a copy of the new Terms of Service available to you on our website. By continuing to use or log in to the Services after these Terms of Service have changed, you indicate your agreement to the revised Terms of Service. If you do not agree to our changes, you can stop using the Services at any time.

3.     Language

We may translate this Terms of Service, our Privacy Policy, Terms of Use or any other operating rules, policies and procedures that may be published from time to time on our websites into other languages for your convenience. We are not responsible for results of any such translation, including any inaccuracies. The English language version of each of these documents is the version that governs your use of the Services and in the event of any conflict between the English language version and a translated version, the English language version will control.

4.     The Services

4.1.  Description of Services

AthleteReg provides Event Directors with means to collect Payments (“Payments”) with respect to the sale of entries (including goods and services associated with the entries) for Events registered on the Site, and donations made to charities and causes affiliated with Events registered on the Site. Payments may also include service charges (“Service Fees”), from users (“Registrants or Donors”) who want to attend, or make a donation to, such Events, Charities, or causes. Event Directors may visit the Site, fill out a questionnaire about their Event, including pricing, location, enter inventory, and collect Payments online from Registrants or Donors. Payments are processed through third party Payment Service Providers.

4.2.  Right to Use

AthleteReg hereby grants you a non-exclusive, non-transferable, limited, revocable, non-sublicensable right to access and use the Services solely for the purposes of creating an Event page with respect to, and promoting, managing, tracking, analyzing data, and collecting Registration and Donation Payments for an Event or Cause that you have registered on the Site, in each case (i) in compliance with this Terms of Service, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). You shall not accept registrations from Registrants located in any country named on the Office of Foreign Assets Control's Sanction List, available here. Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content; (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except to the limited extent prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, or commercial purposes (except for the limited commercial purpose of selling event entries through the Site as an Event Director in accordance with this Terms of Service); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; (v) engage in any activity that interferes with or disrupts the Services; or (vi) require collection of potentially sensitive data from Registrants that is not otherwise required by law to collect including, but not limited to, gender, marital status, health records, or banking information (other than for payment).

5.     Payments

5.1.  Appointment of AthleteReg as Limited Payments Agent

To the extent applicable, Event Director hereby appoints AthleteReg as its limited payments agent for the sole purpose of receiving, holding, and settling payments to Event Director for purchases made through the Platform. AthleteReg, through its third-party payment processor (“Payment Processor”), will settle payments that are actually or constructively received by AthleteReg to Event Director, less any amounts owed to AthleteReg, including fees and other obligations, as set forth in this Agreement. Event Director agrees that a payment actually or constructively received by AthleteReg, on behalf of Event Director, satisfies the Registrant or Donor’s obligation to make payment to Event Director for Registrant or Donor’s purchase through the Platform, regardless of whether Event Director or the Payment Processor actually settles such payment to Event Director. If AthleteReg does not settle any such payments as described in this Terms of Service to Event Director, Event Director will have recourse only against AthleteReg or the Payment Processor, as applicable, and not the Registrant or Donor, as payment is deemed made by Registrant or Donor to Event Director upon constructive or actual receipt of funds by AthleteReg. In connection with AthleteReg’s appointment as the limited payments agent of Event Director, Event Director agrees that AthleteReg assumes no liability for any acts or omissions of Event Director, and Event Director understands that the obligation of AthleteReg or its Payment Processor to settle funds to Event Director is subject to and conditional upon the Registrant or Donor’s actual payment and the terms of this Terms of Service.

5.2.  Payment Process

AthleteReg will provide access via its Site to the Payment Processor to enable the collection of Payments on behalf of the Event Director from Registrants and Donors. Any applicable Services Fees will be deducted from the Payments and the remainder will be passed along to the Event Director by the means and per the timeline selected during the Event setup process. Event Director agrees that all Payments for a given event will be net of any Service Fees, refunds, disputed charges, chargebacks and other deductions related to the applicable event or otherwise. AthleteReg has no obligation to pay any amount to an Event Director with respect to any event that is cancelled regardless of the reason for the cancellation. If payments have already been made by AthleteReg to an Event Director for a cancelled event, such Event Director will work with AthleteReg to refund all such payments to Registrants according to the Event Director's refund policy for the Event.

5.3.  Service Fees

AthleteReg charges Service Fees on each registration, purchase, and donation Payment that is processed via the Site. The Service Fee amount charged is determined by AthleteReg in its sole discretion. In the event a Registrant or Donor opts to cover the Service Fee, the Donation or Payments amount will be increased to include the Service Fee, which will then be deducted from the Payment due to the Event Director. Service Fees are non-refundable.

5.4.  Refund Policy

It is the responsibility of the Event Director to communicate its refund policy to Registrants and Donors and to issue refunds to Registrants and Donors via the Site. An Event Director shall ensure that its refund policy is consistent with the terms of this Terms of Service and the payment and refund mechanics of the Site. Notwithstanding the foregoing, you acknowledge and agree that AthleteReg shall have the right via its Site to issue a refund of any or all Payments at any time for any reason, including without limitation if the Event is cancelled, if AthleteReg receives complaints from a substantial number (as determined by AthleteReg in its sole discretion) of Registrants or Donors with respect to the applicable Event or another Event held by Event Director, or AthleteReg determines in its sole discretion that Event Director has engaged in fraudulent activity or made misrepresentations.

5.5.  Charge Disputes

In the event a registrant in your event disputes the charge for their entry with their method of payment, the Registrant will be removed from the Event and the disputed funds will be removed from your event balance. You will also be notified of this removal via the email address listed on your Account. Should the dispute occur after your Event has been fully paid out, you will be given the option to pay for the disputed entry via credit card, using the balance of another event on the Site or a funds pull from the bank account linked to your event. You can have us submit a defense to the dispute for an additional $15 fee. There is no guarantee that the defense will be successful and should the bank find the dispute in the buyer's favor, you would be invoiced for the disputed funds as well as the $15 fee.

6.     Your Account

6.1.  Registration

To be a registered Event Director, you agree to: (i) provide true, accurate, current, and complete information about yourself as prompted by the Site registration form (“Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or AthleteReg has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, AthleteReg has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Service (or any portion thereof). You must be at least 18 years of age to register as an Event Director.

6.2.  Account Security

As part of the Event Director registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users who you provide access to your account. You agree to (i) immediately notify AthleteReg, at [email protected], of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you log out from your account at the end of each session. AthleteReg cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to, or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that AthleteReg shall be the sole arbiter of such dispute in its sole discretion and that AthleteReg's decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.

6.3.  Account Monitoring and Suspension

We reserve the right, but have no obligation, to monitor any accounts and/or activities conducted through or related to the Services. We may also deactivate, terminate or suspend your account or access to certain Services at any time for reasons including, but not limited to, the following: (1) a violation of these Terms of Service; (2) if we determine, in our sole discretion, that you have created a risk or possible legal exposure for AthleteReg or any third party; (3) upon any discontinuation of material modification to our Services; (4) unexpected technical security issues or problems; (5) deletion of your information, files and Content associated with your account in association with a request by you; (6) nonpayment of any fees owed by you in connection with the Services; or (7) extended periods of inactivity. Any termination or suspension of your account shall be at AthleteReg's sole discretion and AthleteReg shall not be liable to you or any third party for any suspension or termination of your account or access to the Services.

7.     Content

7.1.  Site Content

You agree that all material, excluding Personal Data, but otherwise including, without limitation, information, data, text, design elements, graphics, images, audio, video, and other content (“Content”), contained in or delivered via the Service or otherwise made available by AthleteReg in connection with the Services (“Site Content”) is protected by copyrights, trademarks, service marks, trade secrets, or other intellectual property and other proprietary rights and laws. Except as expressly authorized by AthleteReg in writing or in connection with your use of the intended functionality of the Service, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. You shall use the Site Content only for purposes that are permitted by this Terms of Service and any applicable laws and regulations. Any rights not expressly granted in this Terms of Service are reserved.

7.2.  Your Content

You acknowledge and agree that if you contribute, provide, or make available any Content to the Site (“Your Content”), you hereby grant to AthleteReg a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display, and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever, provided that with respect to your Personal Data, such right and license is subject to our Privacy Policy and applicable law. You represent and warrant that you have all the rights, power, and authority necessary to grant the foregoing license, and that Your Content (i) does not infringe, violate, misappropriate, or otherwise conflict with the rights, including intellectual property rights, of any third party, and (ii) complies with all applicable laws and regulations. In addition, Your Content must be accurate and truthful. AthleteReg reserves the right to remove any of Your Content from the Site at any time if AthleteReg believes in its sole discretion that it does not comply with this Terms of Service. In addition, you agree that AthleteReg may use your company name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of AthleteReg both on the Site and in marketing and promotional materials.

7.3.  Prohibited Content

You are liable for Your Content, in whatever form, that you provide or otherwise make available to or through the Service, including to Registrants and other users of the Service. You agree not to use the Services to upload, post, email, transmit or otherwise make available any Content that: Is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; facilitates gambling, gaming, lotteries, raffles, contests, sweepstakes unless approved by AthleteReg; raises money for political candidates, parties or organizations or uses images of politicians, parties or political organizations to promote races or events; impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with a person or entity; contains false or misleading information; infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity; relates to the sale or provision of goods and services other than the sale or provision of entries and registrations to Events listed on the Site and other goods and services being sold or provided in conjunction with such Events (this includes advertising for Events hosted on other sites); or contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS or expressly authorized by AthleteReg.

8.     Compliance with Local Laws

By accessing or using the Services, you agree to comply with all applicable local laws and regulations. You are solely responsible for ensuring that your use of the Services is in accordance with the legal requirements of your jurisdiction. Failure to comply with local laws and regulations may result in the termination or suspension of your account or access to the AthleteReg Site. We reserve the right to cooperate with law enforcement authorities and disclosure information necessary to enforce compliance with local laws and regulations.

9.     Third Party Links and Ads

The Services may contain links to third party websites, services and events (collectively, “Third-Party Links”). That doesn't mean that we control or endorse such Third-Party Links or any goods or services sold on Third Party Links. We are not responsible for the content, policies or activities associated with any Third-Party Links and you interact with Third-Party Links at your own risk. Similarly, the Services may contain ads from third parties. We do not control or endorse any products being advertised.

10.  Privacy and Registrant Data

10.1.  Privacy Policy

All information provided by you or collected by AthleteReg in connection with the Services is governed by AthleteReg's Privacy Policy, located at https://www.outsideinc.com/privacy-policy/, which is hereby incorporated by reference into this Terms of Service. AthleteReg strongly recommends that you review the Privacy Policy closely and fully understand the Privacy Policy before providing any Personal Data through the Service.

10.2.  Registrant Data

You agree to comply with all data protection laws, rules, and regulations with respect to any personally identifiable information you collect from Registrants or Donors (“Registrant Data”). Both Parties shall process any Registrant Data they collect or receive in accordance with the Data Processing Addendum (“DPA”) attached hereto as Addendum 1.

11.  Service Modifications/Interruptions

Your use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair, or other actions that we may take in our sole discretion and from time to time. AthleteReg reserves the right to at any time modify, suspend, or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. AthleteReg will not be responsible to you for a refund, in whole or part, of applicable transaction fees for any reason. You agree that AthleteReg shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services.

12.  Indemnity

You agree to defend, indemnify and hold AthleteReg, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage, loss, liability, cost and expense (including, without limitation, reasonable lawyer's and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a “Claim”) due to or arising out of: your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your Event(s) (including claims for personal injury and wrongful death); your acts and omissions; and/or your violation of this Terms of Service. AthleteReg shall provide notice to you of any such Claim, provided that the failure or delay by AthleteReg in providing such notice shall not limit your obligations hereunder. AthleteReg reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting AthleteReg's defense of such matter.

13.  Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ATHLETEREG HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ATHLETEREG MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ATHLETEREG IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, REGISTRANT, DONOR, OR OTHER NON-ORGANIZER, ORGANIZER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND ATHLETEREG WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE.

14.  Limitation of Liability

IN NO EVENT WILL ATHLETEREG BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TERMS OF SERVICE, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ATHLETEREG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, AND (III) ANY MATTERS BEYOND ATHLETEREG'S REASONABLE CONTROL. ATHLETEREG SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. ATHLETEREG'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS TERMS OF SERVICE AND THE SERVICES WILL NOT EXCEED THE GREATER OF ANY FEES PAID UNDER THIS AGREEMENT OR ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

15.  General

15.1.  No Waiver

If you do not comply with these Terms of Service, and we don't take enforcement action right away, that does not constitute a waiver, and we are not giving up any rights that we may have (such as taking enforcement action in the future).

15.2.  No Relationship Created

No independent contractor, agency, partnership, joint venture or other such relationship is created by this Terms of Service.

15.3.  Governing Law

These Terms of Service are governed by and construed in accordance with the laws of the state of Colorado without regard to its conflict of laws rules. For disputes that are not subject to arbitration, you expressly agree that the exclusive jurisdiction for any claim or dispute under these Terms of Service and or your use of any of the Services resides in the courts located in Denver, Colorado, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action. If you are a user based in the European Union, then Irish law shall apply to these Terms of Service and the Irish courts shall have exclusive jurisdiction to hear disputes arising in relation to the Terms. Despite this, your local laws in your European Union Member State may allow you to take legal action against AthleteReg in your Member State and to invoke certain local laws against AthleteReg.

15.4.  Force Majeure

AthleteReg shall not be liable for any failure or delay in performance to the extent that such default or delay is caused, directly or indirectly, by an event beyond such AthleteReg's reasonable control, including without limitation: fire, flood, earthquake or other acts of God; epidemic; pandemic; health crisis; government order; wars, terrorist acts or rebellions; riots or civil disorders; accidents or unavoidable casualties (unless due to negligence); regional interruptions in transportation, communications or power facilities; or changes in law, treaties, rulings, regulations, decisions or requirements of any governmental, administrative or regulatory agency if such changes make performance impossible.

15.5.  Violations

Please report any violations of this Terms of Service or any other issues to [email protected].

15.6.  Miscellaneous

If it turns out that a particular provision in these Terms of Service is held to be invalid or unenforceable, the other provisions of these Terms of Service will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Headers are for convenience and do not affect the interpretation of these Terms of Use. These Terms of Service constitute the entire agreement between you and AthleteReg relating to the use of this Services and supersedes and replaces any prior agreement and communication between the parties.

ADDENDUM 1

DATA PROCESSING ADDENDUM (DPA)

In connection with these Terms of Service, the parties anticipate that they will process Personal Information (defined below) in the form of Registrant Data. To the extent that the parties will process such Personal Information, the parties agree to the following terms for the purposes of ensuring compliance with Applicable Laws, including the handling of consumer rights requests. This DPA is an addendum to and forms part of the Terms of Service. This DPA shall not replace any comparable or additional rights relating to processing of participant information contained in the Terms of Service.

1.     Definitions

Applicable Laws means all privacy and information security related laws applicable to the processing of Personal Information, including but not limited to those jurisdictions where Personal Data is processed pursuant to this Addendum (e.g., General Data Protection Regulation (“GDPR”) and California Consumer Privacy Act (“CCPA”)) as well as applicable, generally-accepted industry and self-regulatory standards (e.g., the Payment Card Industry (PCI) Data Security Standard, DAA Self-Regulatory Principles, or NAI Code of Conduct, as applicable), taking into account, for example, the type of data, practices, industries and territories relevant to the Agreement.

Personal Information means any information that: (i) identifies, relates to, describes, is capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular consumer or household; (ii) can be used in conjunction with other personal or identifying information to identify or locate a specific individual; or (iii) is defined as “Personal Information”, “PII”, “Personally Identifiable Information”, or “Personal Data” by Applicable Laws relating to the collection, use, storage and/or disclosure of information about an identifiable individual.

Purpose means using or disclosing the Registrant Data to: (i) provide or improve products/services; (ii) monitor and improve information/physical security; (iii) send marketing communications; (iv) evaluate customer behavior; and (v) develop customer insights.

Registrant Data means any information, including Personal Information, with respect to persons who register for Events or provide donations through the AthleteReg Site.

Sensitive Personal Information means (1) Personal Information that reveals (A) an individual's social security, driver's license, state identification card, or passport number; (B) an individual's account log-In, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account; (C) an individual's precise geolocation; (D) an individual's racial or ethnic origin, religious or philosophical beliefs, or union membership; (E) the contents of an individual's mail, email, or text messages, unless the business is the intended recipient of the communication; (F) an individual's genetic data; (G) Personal Information collected and analyzed concerning an individual's health; or (H) Personal Information collected and analyzed concerning an individual's sex life or sexual orientation; and (I) Personal Information of an individual known to be under the age of 13 years.

2.     Roles of the Parties

Each Party is an independent Controller of the Personal Information that it collects or Processes pursuant to the Terms of Service. Each Party shall be individually and separately responsible for complying with the obligations that apply to it as a Controller under Applicable Laws. For purposes of the CCPA, and other Applicable Laws, each Party is considered to be a “Third Party”.

3.     Obligations for Processing Registrant Data

To perform the Services, AthleteReg collects, and Event Director may provide, Registrant Information. Event Director may login to Site to access the Registrant Information. Event Director is responsible for the security of its login information and for the use or misuse of such information. Each party agrees to use the Registrant Information in compliance with (a) all Applicable Laws and other laws governing privacy and personal information (e.g., by including an appropriate opt out mechanism in email communications); (b) AthleteReg's privacy policy; and (c) the Purpose unless otherwise agreed to in writing. The parties shall not Process any Sensitive Personal Information in connection with this Terms of Service. In the event either party wishes to Process Sensitive Personal Information, additional security measures and methods of obtaining consent must be agreed upon by both parties prior to any Processing of such Sensitive Personal Information.

4.     Security

The parties shall implement and maintain appropriate technical and organizational measures in accordance with applicable industry standards to protect the Registrant Data. In the event either party becomes aware of a Data Breach the party that discovers the breach shall (unless prohibited under Applicable Law): (a) Promptly following discovery (and the party shall use commercially reasonable efforts within seventy-two (72) hours following discovery) report the Data Breach to the other Party; (b) Promptly provide the other party with a written report detailing the likely reasons for the Data Breach, possible root causes and impact, individuals impacted, location of individuals impacted, and data elements impacted; (c) Provide assistance, at no additional cost, that may be reasonably required to manage the Data Breach; and (d) Take immediate remedial action to secure the Registrant Data and to prevent re-occurrences of the same or similar incident and provide the other party with details of such remedial action. In the event of a Data Breach, the impacted party shall be responsible for making any relevant or applicable notifications to the applicable regulatory authority and to individuals/residents (at its own expense) but shall refrain from taking any other action that could predictably harm the interest or affect the reputation of the other party. The impacted party shall not issue press or media statements or comments about a Data Breach that names the other party unless it has obtained prior written consent of such party.

5.     Cooperation

In the event either party receives any correspondence, inquiry, complaint or claim from an individual, regulator or other third party (“Correspondence”), it shall promptly inform the other party giving full details of the same, and the parties shall cooperate reasonably and in good faith in order to enable the receiving party to respond to the Correspondence in a manner compliant with Applicable Laws. If either party is required by law to disclose the Personal Information to law enforcement or government authorities, the party shall notify the other party in writing and liaise with the other party before complying with such disclosure request.

6.     Data Subject Requests

Each Party shall be responsible for responding to data Subject requests in accordance with Applicable Laws including data subject access, deletion, and do not sell or share Personal Information requests. The Parties shall provide each other with all reasonable cooperation and assistance in relation to any such request. In addition, each party must recognize and comply with global opt-out signals from an individual's browser as required by Applicable Laws. On reasonable notice from the other party, but no more than once per calendar year, each party shall provide the other party with a copy of the data subject rights request log to confirm compliance with Applicable Laws. If an individual requests Personal Information held by the other party, the receiving party shall provide the individual with the appropriate email address to contact the other party directly.

7.     Third Party Access

To the extent Event Director requests AthleteReg to provide a third party, such as an affiliated entity, Licensee, event timer, email marketer, donation service provider, etc. (“Third Party”) with administrative access to Event Director's account, including access to Registrant Information, Event Director represents and warrants that (i) Event Director has and will continue to hold all necessary licenses, permits, consents, permissions, and agreements necessary for AthleteReg to provide Third Party with such access; (ii) Athlete Reg's provision of such access to a Third Party does not and will not violate any applicable laws, rules, or regulations; (iii) Event Director will notify each Registrant of any Third Party's access to and use of Registrant Information and Event Director will get affirmative written consent from each Registrant which allows AthleteReg to provide such access to the Third Party, or establish an alternative lawful basis for access under Applicable Laws; (iv) Client will contractually require the Third Party to comply with contractual terms no less restrictive than those set forth herein and (v) Client will be responsible and liable for Third Party's compliance with Data Protection Laws.

8.     Indemnity

Indemnification. In addition to any indemnification obligations stated in the Agreement, each Party (as the “Indemnitor”) shall indemnify, defend and hold harmless the other Party and its Affiliates, partners, officers, directors, employees, subcontractors, agents, representatives, successors and assigns (as the “Indemnitee”) against any and all Claims arising as a result of a breach by the Indemnitor of its obligations under all sections dealing with privacy and security in this Addendum or the Terms of Service including without limitation as a result of any Claim by any Individual with respect to the processing of his or her Personal Data by Indemnitor and for any Notification Related Costs (as defined below). For purposes of this Addendum, “Notification Related Costs” means internal and external costs associated with investigating, addressing and responding to the Information Security Incident.