Agreement: The terms of this Affiliate Service Agreement (hereinafter referred to as the "Agreement") describe the business agreement between your affiliated chess club/organization ("you" or "your club" or "your affiliate") and Chess Express Ratings, Inc. ("CXR").
The terms "you" or "your club" or "your affiliate" as used in this agreement apply also to individuals and/or organizations under whose auspices CXR services will be used (e.g. tournament directors, chess leagues, schools, camps, etc.).
Acceptance: First payment of fees or transmission of game data by you to CXR constitutes acceptance of this Agreement.
Service: The service provided to you by CXR consists of accepting chess game data and player data transmitted by you to CXR, and providing to you player ratings and analytical reports, via our Internet web-site.
Charges: Charges for player and game data acceptance by CXR and other services, such as reports, shall be levied according to the latest information published on the CXR web-site.
Updated Agreement: This Agreement shall be deemed terminated and replaced by a new Agreement 30 calendar days after transmission of the new Agreement to you by CXR.
Payment: You will remit to CXR payment within 30 calendar days for all outstanding charges invoiced to you by CXR for service.
Transmission Responsibility And Costs: You are responsible for all Internet costs incurred by you, separately and above charges for CXR services.
Data Ownership: CXR owns all game data reported by you and all information derived from it, and shall own all copyrights and rights to reproduction and distribution worldwide in all media.
Game Disputes: For a game reported by you between two players having membership in your club, you are the final determiner of accuracy. For a game reported by you between a player having membership in your club and a player of another club which also has a service contract with CXR, about which there is a dispute, CXR will ask club officials from each club to resolve the dispute. If the officials cannot resolve the dispute within 7 calendar days from the game date, CXR reserves the right to reject the game.
Computer Software: You are responsible for maintaining and updating your Internet browser software as needed to be able to successfully utilize services available via CXR's web-site.
Game Data Errors: You are responsible to enter game data within 7 calendar days of game date and to correct any errors within 14 calendar days of game date. Any erroneous game data in the CXR system after these deadlines will not be corrected, except at the sole discretion of the CXR Rating Administrator.
Player Club Affiliation: CXR reserves the right to transfer a player from your club to another entity, or to make any other changes to individual player information based upon information received by CXR from sources other than you.
Taxes: You are liable for all sales and/or other taxes on the service levied by any taxing authority, should any taxes be deemed applicable.
Termination: Upon 30 calendar day written notice to the other party, either you or CXR may terminate this Agreement. Such termination will not relieve you of responsibility to CXR for any outstanding charges.
Termination by Non-Use of Service: If your club does not report data to CXR for 360 calendar days, or fails to become current in charges for 360 calendar days, you will be regarded by CXR as having terminated this Agreement. Such termination will not relieve you of responsibility to CXR for any outstanding charges.
Delinquent Payment: If you fall more than 60 calendar days in arrears in payment of charges payable, CXR reserves the right to reduce or curtail service until such arrearage has been paid.
Limitation of Liability: To the maximum extent permitted by applicable law, in no event shall CXR be liable for any incidental, special, indirect or consequential damages at all (including, without limitation, damages for business interruption, loss of business profits, loss of business information, or any other monetary loss) arising out of the use of the CXR service, even if CXR has been advised of the possibility of such damages. In any case, CXR¹s entire liability under any provision of this Agreement shall be limited to U.S.$50.00.
Change of Address: You and CXR agree to immediately notify the other party if your legal address or mailing address changes.
Jurisdiction: This Agreement is governed by the laws of the state of New York in the United States of America.
Severability and Invalidity: Should any provision of this Agreement be held to be invalid, void or unenforceable by reason of any law, rule, administrative order or judicial decision, that determination shall not affect the validity of the remaining provisions of this Agreement.
Waiver: Except as specifically permitted in this Agreement, no provision of this Agreement can be, nor deemed to be, waived, altered, modified or amended unless agreed to in writing signed by an authorized officer of CXR.
Capacity to Contract: You represent that your club has duly and properly decided to use the CXR service and that any officer of your club dealing with CXR has legal power to enter into this Agreement.
Successors: You agree that this Agreement and all of the terms hereof shall be binding upon your assigns and successors. This Agreement shall also inure to the benefit of CXR and its assigns and successors. CXR may assign its rights and duties under this Agreement to any party without giving you notice.
Entire Understanding: This Agreement contains the entire understanding between you and CXR concerning the subject matter of this Agreement.
Headings: The heading of each provision of this Agreement is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations described in each provision.