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Terms of Service

(Activity Providers)

Last Updated: April 25, 2015

These Terms of Service (“Terms”) govern your access to this website (the “Site”) and the use of the Service (as described below), provided by UnaMesa Association d/b/a InPlay ("InPlay"). Your access to and use of the Site and the Service is conditioned on your acceptance and compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. By accessing the Site and/or using the Service, you agree to be bound by these Terms, which constitute a binding legal agreement between you and InPlay.

Service

InPlay provides a platform (the “Service”) that allows individuals seeking out-of-school activities and summer camp (“Activity Seekers”), to connect with you, an individual or company (an “Activity Provider”) who provide summer camps and other supervised programs and services for children and youth. The Service may change from time to time and/or we may need to stop (permanently or temporarily) providing the Service (or any features within the Service) to you or to users generally and in either case, we may not be able to provide you with prior notice. We reserve the right to create limits on access and use of the Service at our sole discretion at any time.

Registration

In order to access and use the Service, you will need to register and create an account with InPlay. By creating your account, you represent that you have the capacity to be bound by these Terms, you are of legal age to form a binding contract and are not a person barred from receiving Service under the laws of the United States or other applicable jurisdiction. If you are acting on behalf of a company or entity, you also represent that you have the authority to accept these Terms on its behalf and to bind such entity to these Terms.

When creating an account, you will be required to provide certain personal information about yourself (and for any authorized users) and establish a login ID and password (for you and your authorized users) (“Account Information”). You agree to provide accurate, current and complete Account Information and it is your responsibility to keep your Account Information up to date and accurate. We reserve the right to suspend or terminate your account if any Account Information proves to be inaccurate, false or misleading. You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your login ID/email address allows you to access the Service. You should notify us as soon as possible if your password is lost, stolen, or disclosed to an unauthorized third party, or if your account may have otherwise been compromised. You are responsible for activities or actions that occur under your account (including by any of your authorized users), whether or not you have authorized such activities or actions. By creating an account you consent to the use of: (i) electronic means to complete these Terms and to provide you with any notices given pursuant to these Terms; and (ii) electronic records to store information related to these Terms or your use of the Service.

Premium Services

InPlay offers additional, premium services for a fee (“Premium Services”). To enable and use the Premium Services, you are required to subscribe to and pay the fees associated with the Premium Services that you have selected in accordance with the terms on the Site, and agree to certain additional terms and conditions of Premium Services (“Premium Service Conditions”). InPlay will bill you for the use of the Premium Services through your account. The price and payment options for the Premium Services are described on the Site and are subject to change at any time. InPlay may modify the fees for the Premium Services at any time; however, we will provide you at least thirty (30) days notice prior to any changes to the fees taking effect. Unless otherwise stated, all fees are quoted in U.S. Dollars.

You agree to pay InPlay the applicable fees for the use of the Premium Services and you authorize InPlay to charge your chosen payment provider for the Premium Services. By purchasing the Premium Services, you agree that InPlay may automatically charge you the applicable fee for the Premium Services to your account at the beginning of each subscription period until you terminate such Premium Services.

You agree to provide current, complete, and accurate billing and payment information regarding your account and the Premium Services, and to promptly update such billing and payment information with us in the event of any changes. If InPlay does not receive payment from your payment provider, you agree to pay all amounts due on your account upon demand and InPlay may temporarily suspend or terminate your access to the Premium Services for nonpayment. Your non-termination or continued use of the Premium Services reaffirms that InPlay is authorized to charge your payment provider.

Activity Information

The Service provides Activity Seekers with information from Activity Providers about the services they offer (“Activity Information”). You may submit Activity Information about your business and the services you provide. You must provide true, accurate, current and complete Activity Information and other information about your business and the services you provide, including location and contact information, service and session information, enrollment requirements, costs, application and reservation policy, availability, cancellation and refund policy, special needs accommodations, ADA compliance, etc. You are responsible for the Activity Information and material that is posted, uploaded and otherwise submitted to the Service through your account and the consequences of posting or publishing it. By submitting Activity Information to InPlay, you hereby grant InPlay a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, copy, reproduce, process, publish, transmit, distribute, adapt, modify, prepare derivative works of, and display the Activity Information in connection with the Service in any and all media or distribution methods (now known or later developed).

By submitting Activity Information, you also affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and to authorize InPlay to make available and share your Activity Information in the manner contemplated by the Service and these Terms. You may not use the Service to create fictitious businesses or persons, impersonate others (or imply that you are affiliated with other businesses that are not affiliated with you) or include or use any false, misleading or inaccurate profile and other information about you and your business that you make available through the Services. In connection with providing Activity Information, you further agree that you will not submit Activity Information that violates a third party’s proprietary rights, including privacy and publicity rights, or that otherwise violates any applicable law.

InPlay does not review, endorse or verify any Activity Information or any opinion, recommendation, or advice expressed therein, and InPlay expressly disclaims any and all liability in connection with any Activity Information. We reserve the right at all times (but not will not have an obligation) to remove or refuse to distribute any Activity Information through the Service, which violates these Terms for using the Service and submitting Activity Information. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of InPlay, its users and the public.

As an Activity Provider, you are solely responsible for the delivery of the activities and other services purchased by an Activity Seeker. Without limiting the foregoing, you are responsible for all price, discounts, payment terms, warranties, guarantees, maintenance and delivery, and refund policies. InPlay is not a party to, and not responsible for, any agreement or other arrangement between you and any Activity Seeker, even if InPlay receives a revenue share or other compensation in connection with the transaction.

Activity Providers are also solely responsible for (i) the truth and accuracy of the descriptions of all activities and (ii) all costs and expenses of delivering and performing all activities including, without limitation, hiring, screening, training and retaining qualified personnel who are legally allowed to work in the United States, acquiring and maintaining facilities, providing supplies, and complying with all applicable laws and regulations including all laws and regulations regarding health and safety.

All communications and disputes between any Activity Provider and any Activity Seeker are the sole responsibility and liability of the Activity Provider and the Activity Seeker. In no event shall InPlay be responsible or liable in any way for any such communications or disputes including, without limitation, for any requests for refunds and disputes regarding the activities.

Data Sharing with InPlay

In order for InPlay to evaluate the Service, an Activity Providers may be requested to use its best efforts to track the following information and deliver such information to InPlay on a quarterly basis not later than thirty (30) days after the end of each calendar quarter: (a) the number of Activity Seekers who contacted Activity Provider via the Service ("InPlay Referrals") and signed up for an activity or service offered by Activity Seeker; (b) the number of InPlay Referrals who applied for and received financial aid or assistance from Activity Provider; and (c) the number of InPlay Referrals who participated in a majority of the sessions of the activity or service provided by Activity Provider.

Privacy and Personal Information

InPlay will provide you with reservation requests and enrollment applications and related information from Activity Seekers (“Registration Information”) for those Activity Seekers that wish to enroll in your services. The Registration Information provided to you is governed by InPlay’s Privacy Policy. You agree to use Registration Information in accordance with InPlay’s Privacy Policy and you may not use Registration Information for any other purpose other than to enroll the Activity Seeker in your service, unless you have obtained separate, prior consent from the Activity Seeker.

Restrictions

While using or accessing the Service, you agree that you will not do any of the following: (i) use the Service to collect or store personal data about other users without their express permission; (ii) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages contained in the Service; (iii) use any device, software, or routine that (a) interferes with any application, function, or use of the Service, or (b) is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or communication, or (c) circumvents, disables or otherwise interferes with security or authentication related features of the Services; (iv) resell, sublicense, time-share, or otherwise share the Service with any third party; (v) frame or mirror the Service; (vi) decompile, disassemble or reverse-engineer the underlying software that is part of the Service or otherwise attempt to derive its source code; (vii) use the Service either directly or indirectly to support any activity that is illegal; (viii) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or (ix) authorize any third parties to do any of the above.

Intellectual Property Rights

The Service and the Site are protected by copyright, trademark, and other laws of the United States and foreign countries. InPlay and its licensors own all right, title and interest in and to the Service and the Site, including all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or the Site. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service or the Site, except as expressly permitted in these Terms. Any feedback, comments and suggestions you may provide about improvements to the Service or the Site (“Feedback”) will be the sole and exclusive property of InPlay and you hereby irrevocably assign to InPlay all of your right, title, and interest in and to all Feedback.

Links to Third-Party Websites

The Service may contain links to third party websites, services or resources. InPlay provides these links as a convenience and does not endorse the companies or the content or services of any such websites. InPlay is not responsible for the content or the services of such websites. If you decide to access any of the third-party websites linked to the Service, you do this entirely at your own risk.

Termination

You may terminate your use of any Premium Services or your account at any time and for any reason by deleting your account or by sending us notice. Upon any termination by you, the Premium Services and/or your account (whichever is applicable) will no longer be accessible, except as may be provided by the Premium Service Conditions. Any cancellation request will be handled within 30 days of receipt of such request. If you choose to terminate your use of the Premium Services, then you may use the Premium Services until the end of the then-current subscription period. You will not be eligible for a prorated refund of any portion of the fees paid for the then-current subscription period.

At any time, InPlay may suspend, disable or terminate your access to or use of the Service (a) if you violate or breach any provision of these Terms or the Premium Service Conditions (or have acted in a manner which shows that you do not intend to, or are unable to comply with the provisions of these Terms), (b) if InPlay in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or (c) immediately upon sending notice to you at the email address that was provided by you as part of your Account Information.

InPlay will not be liable to you or to any third party for the suspension or termination of your access or use of the Service (including the forfeiture of any pre-paid amounts for Premium Services). Upon any termination or suspension, you will no longer be able to access your account or the Service and InPlay will have no obligation to maintain any Registration Information or any related information that was stored in our database related to your account or to forward any information to you (or to any third party). Any suspension or termination will not affect your obligations to InPlay under these Terms (including, without limitation, ownership, confidentiality, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension or termination.

Disclaimers

Your access to and use of the Service is at your sole risk. InPlay is not responsible for the actions of you or your authorized users or for any loss of data that results through your (or your authorized users) use of the Service. The Service is provided to you solely on an “AS-IS” and on an “AS AVAILABLE” basis. Without limiting the foregoing, INPLAY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE AND THE SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. InPlay makes no representations, warranties or guarantees, express or implied, regarding the accuracy, availability, reliability or completeness of the Service or the Site or any of the content or Registration Information provided by Activity Seekers. Your access and use of the Service may be interrupted from time to time for any of several reasons including, without limitation, the malfunction of equipment, telecommunication errors, periodic updating, maintenance or repair of the Service or other actions that InPlay, in its sole discretion, may elect to take.

Indemnification

You agree to defend, indemnify and hold harmless InPlay and its officers, directors, agent, employees, successors and assigns from and against all claims and expenses, including, but not limited to, attorneys’ fees and costs, in whole or in part arising out of or attributable to (a) your access to or use of the Service (other than as permitted by these Terms) including any breach of these Terms by you, including the use or misuse of any Registration Information; (b) any Activity Information posted to the Service through your Account; or (c) any claim from a Activity Seeker regarding your business or service and/or the acts or omissions of you or your employees, contractors and agents.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INPLAY WILL NOT BE RESPONSIBLE OR LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE SITE, YOUR USE OF THE SERVICE OR THESE TERMS, EVEN IF INPLAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, INPLAY’S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE SUM OF ALL PAYMENTS YOU HAVE MADE TO INPLAY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER. The limitations of damages set forth above are fundamental elements of the basis of the bargain between us.

Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

General

These Terms, and your relationship with InPlay, shall be governed by the laws of the State of California without regard to its conflict or choice of law provisions. Any claim or dispute with InPlay or any of its officers, directors, employees, agents or affiliates, arising under or in relation to these Terms shall be resolved exclusively through the state and federal courts within the San Mateo County, California. These Terms represent the entire understanding and agreement between you and InPlay regarding the Service. If a court of competent jurisdiction finds any term or condition in these Terms to be unenforceable, then all other terms and conditions will remain in full force and effect. No waiver of any term of this these Terms shall be deemed a further or continuing waiver of such term or any other term, and InPlay’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

InPlay reserves the right, in its sole discretion, to modify, discontinue or terminate the Services at any time, or modify these Terms without notice. Any changes to these Terms will be posted on the Site and/or through the Service, and we will try to provide at least 30 days notice prior to any new terms taking effect. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms.

All communications between you and InPlay use electronic means, whether you visit the Site, use the Service or send InPlay emails, or whether InPlay posts notices on the Site or Service or communications with you via email. For contractual purposes, you (a) consent to receive communications from InPlay in an electronic form and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that InPlay provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect any of your statutory rights.