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Last updated: April 10, 2018

 

Subscriber Access Agreement

PLEASE READ THIS AGREEMENT, THE TERMS AND CONDITIONS, AND CHECK THE BOX ON THE WEB PAGE TO INDICATE YOUR ACCEPTANCE.   ACCEPTANCE OF THIS AGREEMENT MEANS THAT YOU AND WHOMEVER USES YOUR REDEEMED VENUE OFFERINGS ARE BOUND BY THE TERMS OF THIS AGREEMENT AND ANY AMENDMENTS THERETO AFTER THIS DATE.

This Subscriber Access Agreement (“Agreement”) is made between you (“Subscriber” or “you”) and GETOUTPASS, LLC, (“Company” or “GetOutPass”) and entered into as of the date that you sign up and become a subscriber (“Effective Date”). This Agreement governs your use of the GetOutPass website and mobile application, (including all related documentation).

Subscriber and Company, intending to be legally bound, agrees as follows:

GetOutPass.  The GetOutPass will be available via Company’s website or mobile application (“GOP Application”) and offered only to Company’s Subscribers.  The GetOutPass is a subscription-based pass to a variety of participating Venues.  The participating Venues will provide free or no charge offers to you, the Subscriber, such as, but not limited to: free admission, free access, free time, and/or free use of an item, product or of Venue’s facility.  (“Venue Offerings”).  GetOutPass and its partner Venues may also provide and make available discount offers to subscribers via the GOP Application and other forms of communication.  GetOutPass agrees to provide Subscriber with access to those portions of the GOP Application restricted only to those persons who have assented to the terms of this Agreement.  A Subscriber will have a limited amount of time from redeeming an Offering to use the Offering at the Venue.

Information Entry Page.  Subscriber shall be prompted to enter the following information on the Information Entry Page after indicating acceptance to this Agreement.  The Information Entry Page shall request the following information:

Subscriber’s first and last name; date of birth; gender; mailing address; credit card or bank account information; billing address; telephone number; email address; and desired Password and User Name.

Non-Transferability of the GOP.  The GOP is not transferrable by the Subscriber or the initial purchaser, except that an adult purchaser may purchase a GOP on behalf of the purchaser’s minor children.  Each GOP contains the Subscriber’s name and an [individualized bar code?] for the Subscriber.  Subscriber understands that the GOP may only be used by the named subscriber.

Privacy of Subscriber’s Information.  Subscriber acknowledges that Company may use automatic means (including, for example, cookies and web beacons) to collect information about the use of the GOP Application. Company shall not disclose to third parties, other than the participating Venues, any personal information Subscribers forward to GetOutPass through the GOP Application.  The information submitted by Subscribers through the use of the GOP Application, shall be used solely by GetOutPass and participating Venues for the purposes of billing, advertising, notifying Subscriber of any changes to this Agreement, the Application, or any other purpose the Company deems necessary to carry out its duties under this Agreement.

Information Provided on the Application.  Company shall provide its GetOutPass Subscribers with the Venue Offerings via the GOP Application that are unavailable to those persons who are not Subscribers.  Company shall provide information on its GetOutPass public Web site, but Company agrees that the information available via the GOP Application shall not be published or available on any portion of the Company’s public Web site.  Company reserves the right to publish time-sensitive information on the Company’s public Web site after it has been published via the GOP Application after a length of time deemed appropriate by the Company.

Unauthorized Access.  In the event that Subscriber or Company determines that another party has gained access to Subscriber’s Password and User Name, or has determined that another has wrongfully accessed the GOP Application using Subscriber’s Password and User Name, Company shall issue a new User Name and Password to Subscriber and shall delete the old User Name and Password account.  If Company determines that Subscriber allowed another party to access Subscriber’s GOP then the Company may terminate this Agreement.

Availability of Access.  Company shall notify Subscriber by posting or e-mail of scheduled maintenance or upgrade work, which may make the GOP Application unavailable for periods of time greater than two (2) hours.  Company does not warrant that the GOP Application will be available to Subscriber on a continual twenty-four hour basis.

Term and Termination.  This Agreement shall be effective immediately, commencing as of the Effective Date, and shall continue yearly (“Term”).  This Agreement shall automatically renew at the end of each year for another year unless otherwise terminated pursuant to this Section.  Subscriber shall notify Company in writing, of Subscriber’s desire to terminate this Agreement no less than thirty (30) days prior to the expiration of the Term.  Subscriber agrees and is aware that Subscriber is committing to an initial twelve (12) month agreement to pay either in full or monthly.  Company reserves the right to terminate this Agreement at any time.

Upon Termination:

  • all rights granted to Subscriber under this Agreement will terminate;
  • the GOP Application will no longer function; and
  • termination will not limit any of Company’s rights or remedies at law or in equity.

Fees:  Subscriber agrees to the fees charged when he or she is checking out (“Check Out”) and clearly understands that all fees paid to the Company shall become due and payable as agreed to upon Check Out.

Terms of Payment: If Subscriber chooses to pay monthly then the recurring fee is due on this, the Effective Date of this agreement and again on the same date of each month thereafter.  If Subscriber chooses to pay in full then the automatic yearly renewal of this Agreement will occur one year after the Effective Date of this Agreement and each year thereafter. Upon renewal of the 1 Year or 12 Month term, Subscriber will be charged at the then-current rate.  Subscriber authorizes Monthly and Yearly Fee scheduled charges and will provide Company with either a credit card number or ACH information for automatic withdrawal of payment from authorized bank account (“CC or Bank Account”). Subscriber’s automatic Monthly or Yearly Fee payment becomes the property of the Company.  Subscriber agrees that no prior-notification for the charge will be provided unless the date or amount changes, in which case Subscriber will receive notice from Company at least 10 days prior to the payment being collected.  Company reserves the right to require Yearly Subscribers to change to Monthly billing at the then-current rate.  Company will notify Subscriber of changes to subscription rates and term of payment (Monthly or Yearly) upon subscription renewal if, and only if, rate or term of payment will change.  Subscriber understands that this authorization will remain in effect until this Agreement is terminated in writing.

Subscriber agrees to notify the Company in writing of any changes in CC or Bank Account information or termination of this authorization at least 30 days prior to the next billing date. If the above noted payment dates fall on a weekend or holiday or if the Effective Date does not exist in a particular month, Subscriber understands that the payment may be executed on the previous or next business day. In the case of a charge being declined or returned for insufficient funds, Subscriber understands that the Company may at its discretion attempt to process the charge again within 30 days, and an additional $25.00 charge for each declined attempt, which will be initiated as a separate transaction from the authorized recurring payment. Subscriber acknowledges that the origination of credit card transactions to the credit card account on file must comply with the provisions of U.S. law. Subscriber certifies that he or she is an authorized user of the credit card or bank account on file and will not dispute these scheduled transactions with Subscriber’s bank or credit card company; so long as the transactions correspond to the terms indicated in this Agreement.

Reservation of Rights. Subscriber acknowledges and agrees that the GOP Application is provided under license, and not sold, to you. Subscriber does not acquire any ownership interest in the GOP Application under this Agreement, or any other rights thereto other than to use the GOP Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the GOP Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

Geographic Restrictions. The Content and Services are based in the United States and provided for access and use only by persons located in the United States. Subscriber acknowledges that he or she may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If accessed from outside the United States, Subscriber is responsible for compliance with local laws.

Third-Party Materials. The GOP Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials”). Subscriber acknowledges and agrees that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to Subscriber or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to Subscriber, which access and use is entirely at Subscriber’s own risk and subject to such third parties’ terms and conditions.

RELEASE OF LIABILITY.   SUBSCRIBER’S USE AND REDEMPTION OF ANY OF THE GOP APPLICATION’S VENUE OFFERINGS IS AT THE RISK OF THE SUBSCRIBER AND CONSTITUTES ACCEPTANCE OF THIS RELEASE OF LIABILITY.  Subscriber includes any person who uses the redeemed Venue Offering.  The following sections: (1) Disclaimer of Warranties; (2) Assumption of Risk at Venues; (3) Limitation of Liability; and (4) Indemnification applies to Subscribers as defined here.  Subscriber agrees to release and hold harmless the Company, GetOutPass LLC, its officers, agents, affiliates, employees, assigns, owners, representatives, volunteers, sponsors, and officials from any and all liability, present and future, known or unknown that is associated with such Subscriber’s use of the GetOutPass and/or the GOP Application or as a result of visiting the venues affiliated with the GetOutPass.  Subscriber agrees that this Release of Liability shall bind the members of Subscriber’s family and spouse, if Subscriber is alive, and Subscriber’s heirs, assigns, and personal representatives if Subscriber is deceased.  Subscriber executes this Release of Liability voluntarily and with full knowledge of its significance, and with the intent of binding themselves, their spouses and children, if any, and their heirs, legal representatives, and assigns.  Subscriber expressly agrees that this Release of Liability is intended to be as broad and inclusive as permitted by law.  Subscriber has carefully read this Release of Liability section and fully understands its contents.

            (1)  Disclaimer of Warranties. THE GOP APPLICATION IS PROVIDED TO THE SUBSCRIBER “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, PARTICIPATING VENUES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO “SUITABILITY OF USE” SET FORTH BELOW, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT USE OF THE GOP APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

            (2)  Assumption of Risk at Venues.  Subscriber acknowledges there are risks and dangers inherent in using the GetOutPass, Subscriber agrees that he or she is using the Venue Offerings redeemed by usage of the GetOutPass and/or the GOP Application, either on or off the site of the Venue’s property, entirely at his or her own risk.  Company will not be responsible for damage or injury to any person who sustains an injury as a result of using the GetOutPass and the GOP Application or as a result of visiting the Venues affiliated with the GetOutPass.  Subscriber knowingly and voluntarily assumes all risks of injury or illness, or other damage, including death.

            (3)  Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE OF THE GOP APPLICATION OR THE REDEEMED VENUE OFFERINGS FOR:

  • PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, FALSE ADVERTISING, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
  • DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE GOP APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

            (4)  Indemnification. Subscriber agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to Subscriber’s use or misuse of the GOP Application, breach of this Agreement, or as a result of damage or loss suffered by purchasing and using any of the products or services redeemed from the GOP Application, including, but not limited to any accident or injury that may occur at any venue or on the premises of any business or venue identified on the GOP Application or GetOutPass.

Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of UTAH without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of UTAH. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation of Time to File Claims.  Any cause of action or claim you may have arising out of or relating to this Agreement or the GOP Application must be commenced within ONE (1) year after the cause of action accrues otherwise such cause of action or claim is permanently barred.

Entire Agreement. This Agreement constitutes the entire agreement between Subscriber and Company with respect to the GOP Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the GOP Application.

Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

 

 

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