Banner Account Codes Reference Guide - Middle Tennessee State
Account Information Future Reference
Transcript of Account Information Future Reference
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Please record your account information for your future reference:
Your new Web Site Address: http://www.circletech.ca/
Your Administration Web Site: http://www.circletech.ca/admin
Your Administration Username: nfotowatPassword: nami1234
ISPEEDWAY TERMS OF PURCHASE, USE AND LICENSE AGREEMENT AND
DISCLAIMER OF LIABILITY
This Terms of Purchase, Use and License Agreement and Disclaimer of Liability (referred to as
"this Agreement") is a legal contract between (i) iSpeedway, Inc., a Nevada corporation (referredto as "we" or "us" or "Provider"), and (ii) you and your principals as described below (referred to
as "you" or "Customer"). References in this Agreement to "iSpeedway" means the software andrelated technology and content, and the products, services, information and other items, as they
may be modified from time to time, provided by Provider, affiliates of Provider or other third-parties, as described in this Agreement, through or in connection with the iSpeedway offering
provided through the iSpeedway web site which is currently available at http://ispeedway.com/.
1. Scope of Agreement(a) Provider Products. This Agreement sets forth terms relating to the following: (i) your
purchase of access to the iSpeedway offering; (ii) your rights and obligations relating toany iSpeedway starter package provided to you ("iSpeedway Package" as further defined
below); (iii) your purchase from us and use of the basic iSpeedway online subscriptionweb services (i.e., online web site creation and management tools, customer web site
hosting services and related features) which are provided by us ("Basic iSpeedwayOnline Services") in connection with iSpeedway; (iv) your purchase from us of any
additional products or services sold by us in connection with iSpeedway; (v) your use ofany additional products or services that are either sold or provided by us in connection
with iSpeedway except to the extent the terms of use applicable to such products and
services are established with our permission by another person involved in such sale orprovision; and (vi) such other matters as are described in this Agreement. Additionalproducts or services sold or provided by us are referred to in this Agreement collectively
as "Additional Provider Products". Basic iSpeedway Online Services Additional ProviderProducts are referred to in this Agreement collectively as "Provider Products". Certain
Provider Products are subject to additional terms as provided by Provider, posted onlineon the iSpeedway Web Site, or otherwise made available by Provider ("Additional
Provider Terms"). All applicable Additional Provider Terms are hereby incorporated
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herein.
(b) Related Company Products. As described further in Section 3 of this Agreement,certain affiliates of Provider ("Related Companies") are involved in selling or providing
products or services in connection with iSpeedway and/or are involved in supporting
aspects of iSpeedway with our permission. Products and services that are sold by RelatedCompanies in connection with iSpeedway, or that are provided by Related Companies inconnection with iSpeedway where the Related Company establishes the terms of use, are
referred to in this Agreement as "Related Company Products". Your purchase of RelatedCompany Products from a Related Company shall be governed by the terms of purchase
established by such Related Company. Your use of Related Company Products where theRelated Company establishes the terms of use shall be governed by the terms of use
established by such Related Company. Certain terms of this Agreement, such asdisclaimers and limitations, apply to Related Company Products as specified in such
terms. Any applicable terms established by a Related Company ("Related CompanyTerms") will be either provided by such Related Company, posted online on the
iSpeedway Web Site, or otherwise made available. By purchasing or using RelatedCompany Products, you agree to be bound by all Related Company Terms, including any
applicable privacy policies of such applicable Related Companies.
(c) Third-Party Products. As described further in Section 3 of this Agreement, certainthird-party providers of products and services who are not affiliates of Provider ("Third-
Party Vendors") are involved in selling or providing products or services in connectionwith iSpeedway and/or are involved in supporting aspects of iSpeedway. References to
"Third-Party Vendors" in this Agreement only apply to third-parties who are involvedwith iSpeedway with our permission. Products and services that are sold by Third-Party
Vendors in connection with iSpeedway, or that are provided by Third-Party Vendors inconnection with iSpeedway where the Third-Party Vendor establishes the terms of use,
are referred to in this Agreement as "Third-Party Products". Your purchase of Third-PartyProducts from a Third-Party Vendor shall be governed by the terms of purchase
established by such Third-Party Vendor. Your use of Third-Party Products where theThird-Party Vendor establishes the terms of use shall be governed by the terms of use
established by such Third-Party Vendor. Certain terms of this Agreement, such asdisclaimers and limitations, apply to Third-Party Products as specified in such terms. Any
applicable terms established by a Third-Party Vendor ("Third-Party Terms") will beprovided by such Third-Party Vendor or otherwise made available. By purchasing or
using Third-Party Products, you agree to be bound by all applicable Third-Party Terms,including any applicable privacy policies of such Third-Party Vendors.
2. Acceptance of Agreement(a) Acts of Acceptance. Using an iSpeedway Package or any other aspect of iSpeedwayin any manner, not cancelling your subscription to iSpeedway prior to the expiration of
any applicable Trial Period as provided below, or other action signifying acceptance ofthe terms of this Agreement, constitutes acceptance of the terms of this Agreement
(including all applicable Additional Provider Terms) by you and by persons on whosebehalf or for whose benefit you are acting ("Principals"). Unless otherwise specified,
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references to "you" or "Customer" in this Agreement shall also refer to yourPrincipals.rovision; and (vi) such other matters as are described in this Agreement.
Additional products or services sold or provided by us are referred to in this Agreementcollectively as "Additional Provider Products". Basic iSpeedway Online Services
Additional Provider Products are referred to in this Agreement collectively as "Provider
Products". Certain Provider Products are subject to additional terms as provided byProvider, posted online on the iSpeedway Web Site, or otherwise made available byProvider ("Additional Provider Terms"). All applicable Additional Provider Terms are
hereby incorporated herein.
(b) Use Requires Acceptance. Only persons who accept the terms of this Agreement andall applicable Related Company Terms and Third-Party Terms (collectively "Applicable
Terms") may use iSpeedway and related products and services. If you do not intend toaccept all such Applicable Terms, you must cancel your subscription to iSpeedway prior
to the expiration of any applicable Trial Period and refrain from using iSpeedway andrelated products and services in any manner. additional terms as provided by Provider,
posted online on the iSpeedway Web Site, or otherwise made available by Provider("Additional Provider Terms"). All applicable Additional Provider Terms are hereby
incorporated herein.
(c) Effect of Acceptance. By accepting this Agreement, you agree to comply with theterms of this Agreement, along with all other Applicable Terms, and acknowledge that
this Agreement provides for various disclaimers and limitations as set forth below. Inconnection with accepting this Agreement, you represent and warrant that (i) you are 18
years of age or older (or otherwise of the age of majority required to enter into a bindingcontract if higher than 18); and (ii) you are authorized to enter into this Agreement and
bind your Principals to the terms of this Agreement and all other Applicable Terms.
3. General Terms Relating to iSpeedway
(a) Purchase of iSpeedway Program. In the event your purchase of access to theiSpeedway offering is accompanied by a trial period during which you have the right to
cancel your subscription to iSpeedway without incurring charges for Basic iSpeedwayOnline Services ("Trial Period") and/or an introductory period during which your
purchase of access to the iSpeedway offering entitles you to Basic iSpeedway OnlineServices without additional charge ("Introductory Period"), the terms described in this
Agreement, including this Section 3, apply along with all other Applicable Terms. Yourpurchase of access to the iSpeedway offering may be accompanied by a physical
iSpeedway Package that was shipped to you ("Physical Package") or an electronicpackage that was provided to you online, via email or otherwise ("Electronic Package").
References in this Agreement to "iSpeedway Package" apply to both Physical Packagesand Electronic Packages additional terms as provided by Provider, posted online on the
iSpeedway Web Site, or otherwise made available by Provider ("Additional ProviderTerms"). All applicable Additional Provider Terms are hereby incorporated herein.
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(i) Grant of License and Related Terms. Conditioned on your acceptance of andcompliance with all Applicable Terms, you are granted (i) a license to use the
iSpeedway Package that was provided to you, (ii) the right to use the BasiciSpeedway Online Services during the Trial Period and/or Introductory Period, as
applicable, that was communicated to you in connection with your purchase of
access to the iSpeedway offering, (iii) the right to continue to use the BasiciSpeedway Online Services after the applicable Trial Period and/or IntroductoryPeriod, as applicable, subject to payment of applicable fees. For Physical
Packages, the license certificate that accompanies such package will set forth theapplicable Trial Period and/or Introductory Period. For Electronic Packages, the
confirmation email that accompanies your purchase will set forth the applicableTrial Period and/or Introductory Period. For Physical Packages, the Trial and
Introductory Periods begin on the iSpeedway Package shipment date as set forthon the license certificate that accompanies the package. For Electronic Packages,
the Trial and Introductory Periods begin on the date of purchase.
(ii) Subscription, Account Activation. Your purchase of the iSpeedway offeringconstitutes your subscription to iSpeedway. As described further below, online
activation of your iSpeedway account at the iSpeedway Web Site is required toobtain access to the Basic iSpeedway Online Services and is necessary to access
certain Additional Products that you may have purchased. Your subscription toiSpeedway will automatically renew unless you cancel your subscription in
accordance with Section 5 of this Agreement.
(iii) Return of Physical Package. In the event you were provided a Physical
Package that is accompanied by a Trial Period and you are not satisfied with
iSpeedway, you may return the Physical Package within the applicable TrialPeriod by following the return instructions posted at http://returns.ispeedway.com.
You must follow the posted return instructions for the return to be valid. Upon ourconfirmation of a valid return, your obligation to pay for the iSpeedway
subscription will terminate. As communicated to you at the time you purchasedaccess to the iSpeedway offering, any other amounts, including amounts paid for
shipping and handling charges and for any upgrades, are non-refundable.
(b) Basic iSpeedway Online Services. Subject to the terms of this Agreement including
the fee and payment terms described in Section 5, activation of your iSpeedway accountprovides online access to the Basic iSpeedway Online Services. You acknowledge and
agree that the Basic iSpeedway Online Services and other aspects of iSpeedway aresubject to modification as described further in Section 6.
(c) Additional Products. Subject to applicable fees and other applicable terms, iSpeedway
customers are eligible to purchase certain products and services in addition to the BasiciSpeedway Online Services, including Additional Provider Products, Related Company
Products, and/or Third-Party Products. Additional Provider Products, Related CompanyProducts, and Third-Party Products are referred to in this Agreement collectively as
"Additional Products". Although certain Additional Products may be helpful or necessary
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to allow Customer to access certain features of iSpeedway, Customer has no obligation topurchase such Additional Products.
(d) Support. Access to certain informational materials and certain customer support
accompanies iSpeedway. It is acknowledged and agreed that such information does not
constitute legal, accounting, tax or other professional advice. It is the Customer'sresponsibility to obtain legal, accounting, tax and other professional advice as determinedby Customer to be appropriate. The availability of customer support may vary. Certain
additional informational materials and support may be made available by Provider at aprice established by Provider and otherwise on terms established by Provider.
(e) Customer Requirements. To take full advantage of the various rights that accompany
a subscription to iSpeedway, you are responsible for having certain items includingcertain equipment (e.g., a computer meeting minimum requirements and a modem),
certain services (e.g., Internet access), and an acceptable instrument of payment (e.g., avalid credit card). You must continue to subscribe to the Basic iSpeedway Online
Services to maintain a web site on iSpeedway ("Customer Site") and have access tovarious other iSpeedway products/services.
(f) Third-Party Permissions. You are responsible for obtaining any third-party licenses or
other permissions necessary in connection with creating and maintaining your CustomerSite and as otherwise necessary in connection with your use of iSpeedway, including
those permissions required by copyright, trademark, trade secret and patent and otherintellectual property laws.
(g) Certain Restrictions. Certain technical and other restrictions apply to the use of
iSpeedway. For example, data storage restrictions limit the size of your Customer Site.There are restrictions on the size of emails that may be sent and on the number of emails
that may be received and stored. Efforts to control spamming may result in certainemails, including legitimate emails, being blocked. There may be restrictions on the
number of times that Customer's account may be accessed in a particular time period. Asfurther described in Section 13, Provider shall have no liability relating to such
restrictions.
(h) Domain Name Registration. The Basic iSpeedway Online Services allow you to use asubdomain name as the address for your Customer Site (e.g.,
www.customersite.ispeedway.com). In the event you purchase your own domain namewith a top level domain extension such as the .com extension ("Primary Domain Name")
through iSpeedway, such purchase and use shall be governed by the terms set forth herein(including the disclaimers and limitations) and by other applicable terms which may be
provided in connection with such registration. By registering a Primary Domain Name,you agree to all such additions terms including the terms of the Registration Agreement
established by the registrar for the Primary Domain Name which will be posted on theiSpeedway Web Site and/or on the domain name registrar's web site or otherwise made
available.
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(i) Custom Web Site Design Services. In the event you are provided any custom web sitedesign services or other design services in connection with iSpeedway, such services
shall be governed by the terms set forth herein (including the disclaimers and limitations)and by other applicable terms which may be provided in connection with such design
services or otherwise made available.
(j) Terms Applicable to Offline Software. In the event you are provided offline access tosoftware either via download, CD-ROM or otherwise ("Offline Software"), such access
shall be governed by the terms set forth herein (including the disclaimers and limitations)and by other applicable terms which may be provided in connection with such access or
otherwise made available.
(k) Additional Terms Applicable to Additional Products. Additional Products beyondthose specifically listed in this Agreement are governed by the terms set forth in this
Agreement (including the disclaimers and limitations) to the extent provided in thisAgreement, and by other Applicable Terms.
(l) Related Companies. You acknowledge and agree that Provider is not responsible for
any Related Company Products to the extent sold by a Related Company or to the extentprovided by a Related Company where the Related Company establishes the terms of use,
or for any acts or omissions of Related Companies. Although certain Related CompanyProducts may be co-branded with the brands of Provider, the actual sellers and providers
of such products/services are solely responsible for such products/services. RelatedCompanies have no authority to act on behalf of or bind Provider or Provider vendors,
agents and affiliates (as defined in Section 14 of this Agreement). Provider shall not beconstrued to be a party to any transactions that may be entered into between you and
Related Companies.
(m) Third-Party Vendors. You acknowledge and agree that Provider is not responsible forany Third-Party Products to the extent sold by a Third-Party Vendor, or to the extent
provided by a Third-Party Vendor where the Third-Party Vendor establishes the terms ofuse, or for any acts or omissions of Third-Party Vendors. Although certain Third-Party
Products may be co-branded with the brands of Provider or Related Companies, theactual sellers and providers of such products/services are solely responsible for such
products/services. Third-Party Vendors have no authority to act on behalf of or bindProvider or Provider vendors, agents and affiliates. Provider shall not be construed to be a
party to any transactions that may be entered into between you and Third-Party Vendors.
4. Restricted Conduct(a) Illegal Conduct Prohibited. You agree not to violate, directly or indirectly, applicablelaws in connection with operating your Customer Site or otherwise using iSpeedway.
You are responsible for ascertaining the requirements of applicable laws and complyingwith such laws. Examples of illegal conduct include the following: (i) posting any content
that is illegal in the location at which the content is posted or received; (ii) infringing orotherwise violating any copyright, trademark, trade secret, patent or other intellectual
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property right of any third-party; (iii) making, posting or distributing statements that arelibelous or defamatory; (iv) invading the privacy of third-parties or otherwise failing to
comply with applicable privacy laws; (v) promoting, soliciting or otherwise participatingin illegal pyramid schemes or illegal sweepstakes, raffles, lotteries, contests or gambling
activities; (vi) promoting, selling or otherwise providing illegal products or services; (vii)
promoting, selling or otherwise providing pirated computer programs or pirated music ormovies; (viii) promoting, selling or otherwise providing illegal drugs or illegal drugparaphernalia; (ix) promoting or making illegal sales of alcohol, firearms or other
weapons; (x) promoting, selling or otherwise providing sexually-oriented products orservices that are obscene or otherwise illegal; (xi) promoting, selling or otherwise
providing worms, trojan horses, computer viruses or other harmful code or devices, orusing or distributing programs designed to "nuke" or otherwise create attacks against a
third-party web site, Internet service provider or other person; (xii) advocating,promoting or otherwise encouraging or assisting violent activities or activities that cause
physical harm.
(b) Offensive Conduct Prohibited. You agree not to engage, directly or indirectly, in anyoffensive conduct in connection with operating your Customer Site or otherwise using
iSpeedway. Offensive conduct includes conduct that is inconsistent with local standardsin your community or that reflects negatively on iSpeedway, Provider or Provider
vendors, agents and affiliates. Examples of offensive conduct include the following: (i)posting, promoting, selling or otherwise providing lewd, lascivious or sexually explicit
materials, products or services; (ii) posting, promoting, selling or otherwise providingmaterials, products or services that contain blatant expressions of bigotry, prejudice,
racism, hatred or excessive profanity; (iii) posting harrassive materials or otherwiseengaging in harrassive conduct; (iv) posting material or otherwise engaging in conduct
that ridicules, disparages or otherwise discredits iSpeedway, Provider or Providervendors, agents and affiliates.
(c) Dangerous Activities Prohibited. You agree not to engage, directly or indirectly, in
any activities in connection with operating your Customer Site or otherwise usingiSpeedway that involve a significant risk of serious injury or damage to persons,
property, environment or business.
(d) Data Harvesting and Access to Other Customer Sites Prohibited. You agree not to,directly or indirectly, attempt to harvest or compile any data contained on the iSpeedway
Web Site, the customer sites of others, or otherwise related to iSpeedway. You furtheragree not to use any such data except as necessary to operate your Customer Site in
accordance with this Agreement and as otherwise expressly authorized by thisAgreement. You agree not to, directly or indirectly, attempt to use or access the customer
sites of others, the passwords for such customer sites, or other information relating toother customers.
(e) Determination of Violation. Provider shall have the right to determine in its sole
discretion whether the requirements of this Section or other terms of this Agreement arebeing violated and to take such actions as Provider deems necessary or appropriate to
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remedy such violation including restriction or termination of Customer's rights to usesome or all aspects of iSpeedway in accordance with Section 10 of this Agreement.
However, Provider assumes no obligation to make any such determination or take anyparticular action.
5.Fees and Payment Terms
(a) Fees and Payment Terms. The fees and payment terms for the Basic iSpeedwayOnline Services, and for certain Additional Products, are set forth in one or more fee
schedules, which may be modified from time to time, ("Fee Schedule") which will beposted on the iSpeedway Web Site, sent to you by email, or otherwise made available.
You agree to pay when due such fees as provided in the applicable Fee Schedule and inaccordance with this Agreement. The fees and other terms set forth in the Fee Schedule
are subject to change in the same manner as the terms of this Agreement are subject tochange as described in Section 6 below. Provider may act as a collection agent for
Related Companies or Third-Party Vendors, or vice versa, with respect to the collectionof fees and other amounts relating to iSpeedway.
(b) Means of Payment. You are required to provide your credit card information (or other
payment instrument accepted by Provider) for payment. All charges that you incur inconnection with iSpeedway will be charged to the credit card (or other acceptable
payment instrument) that you provide. If payment is not received from the card issuer orother payment provider, you agree to pay Provider all amounts due on demand plus
interest and expenses as provided in Section 5 below. You hereby authorize Provider totake all actions determined by Provider to be necessary or desirable to validate and
charge your credit card or other payment instrument and otherwise obtain payment. Eachcredit card or other payment instrument that you provide in connection with the
iSpeedway Offering may be kept on file by Provider. In the event you provide more thanone credit card or other payment instrument, you hereby authorize Provider to charge any
credit card or other payment instrument on file with Provider as Provider deemsnecessary to obtain payment for ongoing fees as referenced below in Section 5(e).
(c) Late Payment and Non-Payment. You acknowledge and agree that if payment of all
amounts due from you relating to iSpeedway is not received on a timely basis, your rightsto use iSpeedway may be restricted or terminated as further described in Section 10 of
this Agreement. Late payment is also subject to late charges as may be set forth in theapplicable Fee Schedule. If Customer, without justification, disputes charges for any
iSpeedway products/services directly with a credit card issuer or other third-partyresulting in a "chargeback" or "stop payment" or other form of payment reversal,
Customer will be subject to having his or her rights to use iSpeedway restricted orterminated in accordance with Section 10 of this Agreement. If a Customer wishes to
have his or her rights reinstated after restriction or termination, such reinstatement will besubject to Provider's approval and payment of all applicable reinstatement fees as may be
described in the applicable Fee Schedule. Please note that in the event that we are notable to collect any payment billed to your credit card, you could be charged a fee in an
amount determined by applicable state law. If for some reason you would like to pay infull at any time, you can do so without penalty.
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(d) Automatic Renewal; Cancellation. Upon expiration of the Trial Period and, if
applicable, expiration of the Introductory Period that accompanied your purchase ofaccess to the iSpeedway offering, your subscription to iSpeedway will automatically
renew unless you cancel your subscription prior to the expiration of such period(s). If you
want to cancel your subscription to iSpeedway, you must follow the applicablecancellation instructions set forth at http://support.ispeedway.com/ or otherwise madeavailable. You acknowledge and agree that, if you cancel your subscription to
iSpeedway, you may not be able to use certain iSpeedway products/services that youhave purchased. Certain other iSpeedway products/services may be subject to automatic
renewal unless cancelled by following the applicable cancellation instructions set forth athttp://support.ispeedway.com/ or otherwise made available.
(e) Ongoing Fees. If you do not cancel your subscription to iSpeedway prior to the
expiration of the applicable Trial Period and, if applicable, expiration of the IntroductoryPeriod, you will be responsible for all applicable ongoing fees for iSpeedway
products/services that you have signed up for and you will be billed for those fees inaccordance with the applicable Fee Schedule and this Agreement and any other
applicable terms. The credit card or other instrument of payment that you provide will bebilled for such iSpeedway products/services, and you hereby agree to such billing and
authorize us to take all lawful actions to obtain payment if such billing is not honored forany reason (including those actions described in Section 5(b) of this Agreement such as
charging other credit cards or other payment instruments on file with Provider asProvider deems necessary to obtain payment for ongoing fees).
(f) Unauthorized Use of Credit Card or Account. You agree to notify Provider
immediately in writing if you suspect unauthorized use of your credit card or otherpayment instrument, or of your iSpeedway password, or if you suspect any other
unauthorized activity relating to your iSpeedway account. You acknowledge and agreethat you are responsible for any activity that occurs through your iSpeedway account.
(g) Responsibility for Taxes. You acknowledge and agree that you are responsible for
compliance with all applicable tax laws. You agree to promptly pay any taxes, includingpersonal property taxes or sales taxes, transaction privilege taxes, excise taxes, use taxes,
value added taxes or similar taxes and charges, that you are obligated to pay underapplicable law in connection with your activities.
(h) Collection Costs. You agree to pay to Provider on demand all attorney and collection
fees, court costs and other expenses arising from any effort of Provider to collect anyamounts due from you. You further agree that all such amounts shall, in addition to all
applicable late charges, bear interest at a rate of 1.5% per month or partial monthoverdue, or the highest interest rate permitted by applicable law if such rate is lower than
1.5% per month.
(i) Billing Questions. Any questions regarding billing should be directed to iSpeedwaySupport by email at the following address: [email protected].
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6. Modification of iSpeedway Terms; Availability(a) Modification of iSpeedway. Provider may from time to time discontinue or otherwisemodify (temporarily or permanently) any or all aspects of iSpeedway. Provider will
engage in efforts, as are determined by Provider to be appropriate in its sole discretion, to
give notice of any modification of iSpeedway that affects your Customer Site in amaterially adverse manner. Provider may, in its sole discretion, provide such notice byposting it on the iSpeedway Web Site, by sending you an email, by putting a popup
notice on your screen when you access iSpeedway, by sending you a letter, or otherwise.Your use of iSpeedway after the effective date of a modification constitutes your
acceptance of the modification. If you are dissatisfied with any modification ofiSpeedway, you have the right to terminate your subscription to iSpeedway in accordance
with Section 10 which shall be your exclusive remedy.
(b) Modification of Terms of Agreement. Provider may from time to time modify theterms of this Agreement. Provider will give notice of such modifications by posting a
modified version of this Agreement on the iSpeedway Web Site. Provider will give noticeof changes to applicable fees by posting or otherwise making available a modified
version of the applicable Fee Schedule. Provider may, in its sole discretion, supplementsuch notice by sending you an email, by putting a popup notice on your screen when you
access iSpeedway, by sending you a letter, or otherwise. You agree to review thisAgreement from time to time and comply with any modifications. Your use of iSpeedway
after the effective date of a modification of applicable terms constitutes your acceptanceof the terms as modified. If you are dissatisfied with any modification of applicable
terms, you have the right to terminate your subscription to iSpeedway in accordance withSection 10 which shall be your exclusive remedy.
(c) Limitation of Availability of iSpeedway. The availability of the iSpeedway Web Site,
your Customer Site and other aspects of iSpeedway is subject to periodic downtime formaintenance and is further subject to interruption due to failure of telecommunication
links and Internet infrastructure, viruses, third-party attacks, and other causes beyondProvider's control. You acknowledge and agree that Provider shall not be responsible for
any interruptions of the availability of iSpeedway. If you are dissatisfied with theavailability of iSpeedway, you have the right to terminate your subscription to iSpeedway
in accordance with Section 10 which shall be your exclusive remedy.
7. Changes to Customer Site(a) Requested Customer Site Changes. You authorize Provider to make changes to your
Customer Site to address issues that you bring to the attention of Provider throughcustomer support, email or otherwise, as determined by Provider to be appropriate in its
sole discretion.
(b) Customer Site Changes by Provider. Provider reserves the right (but assumes noobligation) to make changes to your Customer Site or to require you to make changes to
your Customer Site as determined by Provider in its sole discretion to be necessary toprevent a breach of this Agreement or avoid a violation of other applicable restrictions.
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For example, Provider may have to make changes to your Customer Site to avoidviolations of third-party rights that Provider receives notice of in accordance with the
third-party complaint and notice policy described in Section 9 of this Agreement. Ifdetermined by Provider to be appropriate, Provider shall first request that you make the
changes or give you notice of changes that are anticipated to be made, or that have been
made, by Provider but you acknowledge that Provider has no obligation to make suchrequest or give such notice.
(c) Sole Remedy for Customer Site Changes. If you are dissatisfied with any changes toyour Customer Site, you have the right to terminate your subscription to iSpeedway in
accordance with Section 10 which shall be your exclusive remedy.
8. Privacy and Security(a) Privacy Policy. Treatment of any personal information collected by Provider is
described in Provider's Privacy Policy, which is currently available athttp://support.ispeedway.com/. Provider's Privacy Policy constitutes a statement of
Provider's practices which are subject to change, and in the event of any conflict betweenthis Agreement and Provider's Privacy Policy, this Agreement shall control regarding
Provider's obligations.
(b) Security. iSpeedway uses sophisticated technology to protect the security ofinformation that you provide in connection with your use of iSpeedway. Nevertheless,
Provider cannot guarantee the security of any information provided by or on behalf ofyou, and Provider shall not be responsible for a loss, improper access to, or other
compromise of, your information as further described in Section 13. You are responsiblefor maintaining the security of your passwords and other access keys relating to your use
of iSpeedway.
(c) Customer Information. Subject to any requirements of applicable law, you herebyauthorize Provider to use all information relating to you as determined by Provider to be
necessary or appropriate for Provider to exercise its rights and fulfill its obligations underor relating to this Agreement or otherwise provide iSpeedway. You further authorize
Provider to refer to you and your Customer Site in connection with marketing andotherwise promoting iSpeedway.
9. Responsibility for Customer Activities; Independent Operations; Third-PartyRights
(a) Responsibility for Customer Activities. You acknowledge and agree that you aresolely responsible for the content of your Customer Site and the activities that youconduct through your Customer Site or otherwise. You further acknowledge and agree
that you are subject to liability if your Customer Site includes illegal content, or is usedfor illegal activities, or if you otherwise violate applicable laws. Provider does not verify,
vouch for or otherwise endorse, and is not responsible for, the content of any CustomerSite or any activities conducted through any Customer Site or otherwise conducted by
Customer or Customer vendors, agents and affiliates. In particular, Provider is not
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responsible for the delivery, quality or other aspects of any products or servicespromoted, sold or otherwise provided by Customer or by Customer vendors, agents and
affiliates through Customer Sites or otherwise. You acknowledge that you are alsoresponsible for obtaining your own professional advice, including legal, tax and
accounting advice, and that in the event we provide any sample sales forms or other
materials or information, we have no responsibility for the accuracy or validity of suchmaterials or information as further described in Section 13.
(b) Notice of Independent Operations. You agree to conspicuously post the followingstatement on your Customer Site: "This web site is independently owned and operated by
[insert name of owner]." You further agree that Provider may post, or require you to post,other statements or notices on your Customer Site or elsewhere as determined by
Provider to be necessary or appropriate to clarify the relationship between Provider,Customer and third-parties, or to otherwise protect the rights of Provider and third-
parties.
(c) Reporting Violations of Third-Party Rights. Although Provider assumes no obligationto prescreen or monitor the content or activities of customers or customer sites, Provider
may decide in its sole discretion to investigate allegations of a violation of intellectualproperty or other third-party rights brought to the attention of Provider in accordance
with the third party complaint and notice policy posted on the iSpeedway Web Site.Allegations must be accompanied with sufficient substantiation of the alleged violation as
described in such policy. If you believe that any content or other aspects of theiSpeedway Web Site, customer sites or iSpeedway violate the rights of others, you should
provide notice to Provider in accordance with such policy. The rights of iSpeedwaycustomers who violate the rights of third-parties in connection with their use of
iSpeedway are subject to immediate termination pursuant to Section 10 of thisAgreement.
10.Restriction and Termination of Customer Rights(a) Restriction and Termination of Customer Rights by Provider.
(i) Restriction and Termination for Cause. Provider may at any time, with or
without notice to you, restrict or terminate your rights to use iSpeedway in whole
or in part (but assumes no obligation to do so) if cause exists as determined byProvider in its sole discretion. Examples of cause include the following
circumstances: (i) restricting or terminating your use of iSpeedway is necessaryfor security reasons or otherwise for the proper continued operation of iSpeedway
as a whole; or (ii) your use of iSpeedway is not for legitimate purposes; or (iii)your use of iSpeedway violates any applicable laws; or (iv) your use of
iSpeedway violates any third-party rights; or (v) you have otherwise breached thisAgreement or any other obligations to Provider or its vendors, agents and
affiliates. In the event that your use of iSpeedway is restricted under this Sectionand the restrictions are not satisfactory to you, your sole remedy shall be to
terminate your subscription in accordance with Section 10(b) below.
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(ii) Restriction and Termination for Convenience. Provider may at any time withreasonable notice to you, restrict or terminate your rights to use iSpeedway in
whole or in part for Provider's convenience. Thirty (30) days notice shall bedeemed to be reasonable notice, provided that Provider may restrict or terminate
inactive iSpeedway accounts (e.g., accounts that have not been accessed within
one hundred and twenty (120) days) without notice. In the event that your use ofiSpeedway is restricted under this Section and the restrictions are not satisfactoryto you, your sole remedy shall be to terminate your subscription in accordance
with Section 10(b) below.
(iii) Restriction and Termination Due To Payment Problems. Provider may at any
time, with or without notice to you, restrict or terminate your rights to use
iSpeedway in whole or in part, if the credit card (or other payment instrument)that you provide to Provider expires, or if Provider is unable to charge valid
charges to that credit card (or other payment instrument), or if you otherwise failto make payments due to Provider hereunder. In the event that your use of
iSpeedway is restricted under this Section and the restrictions are not satisfactoryto you, your sole remedy shall be to terminate your subscription in accordance
with Section 10(b) below.
(iv) Obligations Upon Restriction or Termination by Provider. If Provider restricts
or terminates your rights to use iSpeedway in whole or in part, you will remain
responsible for the full charges applicable to the billing period during whichProvider restricts or terminates your rights, including all subscription-based fees
through the end of such period, and you will also remain responsible for any otherobligations incurred by you prior to restriction or termination and any obligations
incurred by you after restriction or termination including any ongoing feesapplicable to any products/services for which your rights are not restricted or
terminated. Following such restriction or termination, you agree not to re-registerfor or otherwise access any restricted or terminated aspects of iSpeedway without
Provider's prior written approval, and acknowledge that any reinstatement ofrestricted or terminated aspects of iSpeedway will be subject to payment of all
applicable reinstatement fees as may be described in the applicable Fee Schedule.
(b) Termination by Customer. You may terminate your subscription to iSpeedway for any
reason at any time in accordance with the applicable termination procedure which iscurrently located at http://support.ispeedway.com/. You will remain responsible for the
full charges applicable to the billing period during which you terminated, including allsubscription-based fees through the end of such period, and you will also remain
responsible for any other obligations incurred by you prior to termination and anyobligations incurred by you after termination.
(c) General Effect of Termination. In the event of termination of your subscription by you
or Provider, all rights that you may have to use iSpeedway and related rights, includingall rights provided to you under this Agreement (and all corresponding obligations of
Provider and Provider vendors, agents and affiliates), shall terminate immediately but all
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other provisions of this Agreement, including Provider rights to payment (and yourcorresponding obligations), the disclaimers and limitations on the liability of Provider
and Provider vendors, agents and affiliates, and indemnification provisions, shallcontinue after termination. You shall remain responsible for all obligations incurred by
you prior to termination and any obligations incurred by you after termination. Upon
termination, Provider reserves the right to delete any and all records, files and other datarelating to you or otherwise associated with your use of iSpeedway, including yourCustomer Site and related information. You acknowledge that certain products/services
require one-time payments or payments for an extended period and that such paymentsmay not be refundable even if your subscription to iSpeedway is terminated.
11.Proprietary Rights(a) Ownership of Technology and Content. You acknowledge and agree that Provider and
its affiliates and their licensors own all right, title and interest in the iSpeedway softwareand related technology ("iSpeedway Technology"), and that Provider, Related Companies
and Third-Party Vendors and their licensors otherwise own all right, title and interest inthe products/services that they respectively provide. You further acknowledge and agree
that, except for content supplied by you, Provider and its affiliates and their licensors ownall right, title and interest in the iSpeedway Package, all customer web site templates,
text, music and other sound, photographs and other images, video and graphics and othercontent that relates to iSpeedway ("iSpeedway Content"), and that Provider, Related
Companies and Third-Party Vendors and their licensors otherwise own all right, title andinterest in the content relating to the products/services that they respectively provide.
Your rights under this Agreement with respect to the iSpeedway Technology and theiSpeedway Content are limited to a non-exclusive license to use, in accordance with all
applicable terms and only while you maintain a subscription to iSpeedway and are ingood standing, the technology and content that you are provided access to. You
acknowledge and agree that the iSpeedway Content and iSpeedway Technology andother products/services and related items provided in connection with iSpeedway are
protected by U.S. and international copyright, trademark, trade secret and/or patent laws,or other intellectual property laws. In particular, you acknowledge and agree that the
compilation, collection, selection, arrangement, assembly and coordination of iSpeedwayContent are protected by U.S. and international copyright laws. You further acknowledge
and agree that you are only permitted to use the iSpeedway Content and iSpeedwayTechnology as expressly authorized by Provider in this Agreement.
(b) Intellectual Property Restrictions. Except as expressly authorized by Provider in
writing, you agree not to use, sell, copy, reproduce, distribute, transmit, modify or createderivative works based on, the iSpeedway Content or iSpeedway Technology or
proprietary aspects of other products/services and related items provided in connectionwith iSpeedway. You agree not to, directly or indirectly, attempt to derive the underlying
source code, structure or sequence of the iSpeedway Technology by reverse engineering,reverse compiling or otherwise. You further agree not to, directly or indirectly, delete or
otherwise alter author attributes, trademark notices, confidentiality notices, patentnotices, copyright notices or other proprietary notices, disclaimers or similar information
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associated with iSpeedway products/services or otherwise associated with iSpeedway.You acknowledge and agree that iSpeedway may be subject to mechanisms that may
limit copying and other uses.
(c) Trademarks. You acknowledge and agree that Provider and/or Related Companies
own certain U.S. and international trademark rights, including rights in graphics andlogos used in connection with iSpeedway to identify the products and services ofProvider and/or Related Companies (collectively the "iSpeedway Trademarks"). This
Agreement shall not be construed to give you any right to use the iSpeedwayTrademarks. You agree not to use the iSpeedway Trademarks in any manner unless
expressly authorized by Provider in writing. All other trademarks (including third-partyproduct names) used in connection with iSpeedway are the property of their respective
owners and you agree not to use such trademarks without the express authorization ofsuch persons.
(d) Confidentiality. You shall not, directly or indirectly, use any confidential information
of ours or our agents or affiliates except as may be expressly permitted by thisAgreement. In no event shall you disclose any confidential information of ours or our
agents or affiliates without our express written consent. Confidential information shallinclude non-public technical, financial and other business information designated by us as
confidential or that you should reasonably know is confidential. For example, theiSpeedway Technology and iSpeedway business methods shall be deemed to constitute
confidential information unless shown to be generally available to the public.
12.IndemnificationYou agree to indemnify and defend Provider and Provider agents and affiliates upon
demand by Provider, and hold Provider and Provider vendors, agents and affiliatesharmless, against any and all claims, demands, damages, cost and any other liabilities and
expenses, including reasonable attorney's fees, collection fees and court costs, relating toor arising from: (i) your use of Provider Products, Related Company Products, Third-
Party Products or otherwise relating to iSpeedway; or (ii) violation of any copyright,trademark, trade secret, patent or other intellectual property or third-party right by you or
your vendors, agents and affiliates; or (iii) any failure by you or your vendors, agents andaffiliates to comply with applicable laws or restrictions; or (iv) any other breach of this
Agreement or related obligations or any other acts or omissions by you or your agents oraffiliates or your customers.
13.Disclaimers and Limitations(a) WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BYLAW, THE ISPEEDWAY ONLINE SERVICES AND ANY OTHER
PRODUCTS/SERVICES OR ITEMS (INCLUDING RELATED INFORMATION)PROVIDED OR OBTAINED IN CONNECTION WITH ISPEEDWAY ARE
PROVIDED "AS-IS" WITH ALL FAULTS. YOU ASSUME ALL RISKS WITHRESPECT TO ISPEEDWAY, INCLUDING THE RISK OF ANY DAMAGES
RESULTING FROM YOUR USE OF THE ISPEEDWAY ONLINE SERVICES OR
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ANY OTHER PRODUCTS/SERVICES OR ITEMS. IF YOU ARE DISSATISFIED INANY WAY WITH ISPEEDWAY, YOUR SOLE RECOURSE SHALL BE TO
TERMINATE YOUR SUBSCRIPTION TO ISPEEDWAY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER, ON ITS
BEHALF AND ON BEHALF OF PROVIDER VENDORS, AGENTS ANDAFFILIATES, DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESRELATING TO ISPEEDWAY, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR
INTERFERENCE WITH USE AND ENJOYMENT, OR WARRANTIES ARISINGFROM COURSE OF DEALING OR USAGE OF TRADE.
BY WAY OF ILLUSTRATION WITHOUT LIMITATION, PROVIDER DOES NOT
REPRESENT OR WARRANT THAT THE ISPEEDWAY ONLINE SERVICES ORANY OTHER PRODUCTS/SERVICES OR ITEMS PROVIDED OR OBTAINED IN
CONNECTION WITH ISPEEDWAY WILL FULFILL ANY OF CUSTOMER'SPARTICULAR REQUIREMENTS, GENERATE ANY PARTICULAR FINANCIAL
OR OTHER RESULTS, BE COMPLETE, ACCURATE OR ERROR FREE, OR BECONTINUOUSLY AVAILABLE.
NO ORAL OR WRITTEN STATEMENTS PROVIDED BY PROVIDER OR ITS
REPRESENTATIVES SHALL BE CONSTRUED TO CREATE ANYREPRESENTATIONS, WARRANTIES OR OTHER OBLIGATIONS OF ANY KIND
APPLICABLE TO PROVIDER OR PROVIDER VENDORS, AGENTS ANDAFFILIATES IN ADDITION TO THOSE EXPRESSLY SET FORTH IN THIS
AGREEMENT, AND CUSTOMER SHALL HAVE NO RIGHT TO RELY ON ANYSUCH STATEMENTS.
(b) LIMITATION OF REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, IN THE EVENT PROVIDER BREACHES ANY OBLIGATIONS RELATINGTO THIS AGREEMENT, YOUR SOLE REMEDY SHALL BE TO TERMINATE
YOUR SUBSCRIPTION TO ISPEEDWAY. IN NO EVENT SHALL THEAGGREGATE LIABILITY OF PROVIDER ARISING FROM OR RELATING TO
ISPEEDWAY (REGARDLESS OF THE FORM OF ACTION OR CLAIM) EXCEEDTHE AMOUNT CUSTOMER HAS ACTUALLY PAID TO PROVIDER IN
CONNECTION WITH ISPEEDWAY DURING THE THEN-PREVIOUS TWELVE(12) MONTH PERIOD, AND IN NO EVENT SHALL THE AGGREGATE LIABILITY
OF A PROVIDER VENDOR, AGENT OR AFFILIATE ARISING FROM ORRELATING TO ISPEEDWAY (REGARDLESS OF THE FORM OF ACTION OR
CLAIM) EXCEED THE AMOUNT CUSTOMER HAS ACTUALLY PAID TO SUCHVENDOR, AGENT OR AFFILIATE IN CONNECTION WITH ISPEEDWAY
DURING THE THEN-PREVIOUS TWELVE (12) MONTH PERIOD.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLYPROVIDED IN THIS AGREEMENT, CUSTOMER ACKNOWLEDGES AND
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AGREES THAT NEITHER PROVIDER NOR ANY PROVIDER AGENTS ORAFFILIATES SHALL HAVE ANY RESPONSIBILITY TO YOU OR YOUR AGENTS
OR AFFILIATES FOR ANY CLAIMS, DAMAGES OR OTHER LIABILITIES,WHETHER BASED ON CONTRACT, TORT OR STATUTE. CUSTOMER FURTHER
ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL PROVIDER OR
ANY PROVIDER AGENTS OR AFFILIATES HAVE ANY LIABILITY TO YOU ORYOUR AGENTS OR AFFILIATES FOR ANY CONSEQUENTIAL, INDIRECT,SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST PROFITS OR
LOST SAVINGS, WHETHER OR NOT FORESEEABLE.
BY WAY OF ILLUSTRATION WITHOUT LIMITING THE FOREGOING,CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER PROVIDER NOR
ANY PROVIDER VENDORS, AGENTS AND AFFILIATES SHALL BE LIABLE TOCUSTOMER IN ANY MANNER WHATSOEVER FOR (I) ANY DAMAGES
RESULTING FROM ANY CAUSE BEYOND PROVIDER'S REASONABLECONTROL; (II) ANY DAMAGES RESULTING FROM A CUSTOMER'S FAILURE
TO COMPLY WITH THIS AGREEMENT; (III) ANY DAMAGES RESULTINGFROM ANY INACCURACY IN ANY INFORMATION PROVIDED IN
CONNECTION WITH ISPEEDWAY; (IV) ANY LOSS OF DATA OR COST OFPROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PUNITIVE
DAMAGES; (VI) ANY DAMAGE INCURRED IN CONNECTION WITH DEALINGWITH RELATED COMPANIES OR THIRD-PARTY VENDORS OR THEIR
PRODUCTS OR SERVICES OR THEIR WEB SITES.
WITHOUT PREJUDICE TO YOUR RIGHT TO TERMINATE YOURSUBSCRIPTION TO ISPEEDWAY AS SET FORTH IN THIS AGREEMENT, YOU
HEREBY RELEASE PROVIDER AND PROVIDER VENDORS, AGENTS ANDAFFILIATES AND FROM ANY AND ALL CLAIMS, DAMAGES AND OTHER
LIABILITIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN,ARISING OUT OF OR IN ANY WAY RELATING TO THE ISPEEDWAY ONLINE
SERVICES AND ANY OTHER PRODUCTS/SERVICES OR ITEMS PROVIDED OROBTAINED IN CONNECTION WITH ISPEEDWAY.
THE DISCLAIMERS AND LIMITATIONS IN THIS AGREEMENT APPLY TO ALL
CLAIMS REGARDLESS OF THE CAUSE OF ACTION UNDERLYING THECLAIM, INCLUDING BREACH OF CONTRACT (EVEN IF IN THE NATURE OF A
BREACH OR FAILURE OF A FUNDAMENTAL TERM), TORT CLAIMS(INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD OR
MISREPRESENTATION), AND STATUTORY CLAIMS.
CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE ISPEEDWAY ONLINESERVICES AND OTHER PRODUCTS/SERVICES AND RELATED ITEMS ARE
BEING PROVIDED AT A SIGNIFICANTLY REDUCED PRICE IN RELIANCE ONTHE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS AGREEMENT,
AND CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT SUCHDISCLAIMERS AND LIMITATIONS ARE REASONABLE.
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WHETHER OR NOT EXPRESSLY STATED IN THIS AGREEMENT, CUSTOMER
ACKNOWLEDGES AND AGREES THAT ALL DISCLAIMERS ANDLIMITATIONS APPLICABLE TO PROVIDER UNDER THIS AGREEMENT ALSO
APPLY EQUALLY TO PROVIDER VENDORS, AGENTS AND AFFILIATES.
THE LAWS OF SOME STATES AND CERTAIN OTHER JURISDICTIONS MAYNOT ALLOW CERTAIN LIMITATIONS IN CERTAIN CASES SUCH AS THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIALDAMAGES. TO THE EXTENT ANY SUCH LAWS APPLY NOTWITHSTANDING
THE TERMS OF THIS AGREEMENT, CERTAIN LIMITATIONS SET FORTH INTHIS AGREEMENT MAY NOT APPLY, IN WHICH CASE THE LIABILITY OF
PROVIDER AND PROVIDER VENDORS, AGENTS AND AFFILIATES SHALL BELIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU MAY HAVE
OTHER RIGHTS THAT VARY DEPENDING ON THE JURISDICTION.
14.General Terms(a) Remedies. Except as provided in this Agreement, the rights and remedies available
under this Agreement are cumulative and not exclusive, and the exercise of any one rightor remedy, including any termination rights, shall not preclude or waive the right to
exercise any other rights and remedies available under this Agreement or in accordancewith applicable law. In the event Provider incurs any attorneys' fees, collection costs,
courts costs or other expenses in connection with enforcing its right under this Agreementwith respect to Customer, Customer shall reimburse Provider for such expenses upon
demand. Customer agrees that all amounts that Customer owes relating to this Agreementshall bear interest at a rate of 1.5% per month, or the highest interest rate permitted by
applicable law if such rate is lower than 1.5% per month.
(b) Applicable Law and Forum. This Agreement shall be governed by U.S. federal andArizona laws, excluding conflict-of-law provisions. The application of the United
Nations Convention on Contracts for the International Sale of Goods is expresslyexcluded. You hereby consent and agree to submit to the exclusive jurisdiction in
Maricopa County in the state of Arizona, USA, except that Provider may elect to bring anaction in any forum having jurisdiction if determined by Provider to be necessary to
enforce its rights arising out of or relating to this Agreement.
(c) Arbitration. Any and all disputes between you and Provider arising out of or relatingto this Agreement will be subject to and settled by binding arbitration, in the applicable
forum as provided above, in accordance with the rules of the American ArbitrationAssociation, except that Provider may, in addition to or in lieu of arbitration, pursue legal
action in the regular court system if determined by Provider to be necessary to stop,prevent or obtain recourse for a breach of this Agreement that Provider determines to be
serious. You agree that any arbitration, and all negotiations, discussions and settlements,are subject to obligations of confidentiality and shall not be disclosed by you to any third-
party.
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(d) Severability. In the event that any provision of this Agreement is held to be invalid orunenforceable, the remainder of this Agreement shall continue in full force and effect,
and the provision held to be invalid or unenforceable shall be automatically amended tomost closely approximate the original provision on terms that are valid and enforceable
and the adjudicating authority holding such provision invalid or unenforceable shall make
such amendment accordingly. Any provision held to be invalid or unenforceable in anyparticular jurisdiction shall not, as a result, be considered invalid or unenforceable in anyother jurisdiction.
(e) Notices. All notices to you may be given by any reasonable means including email,
conventional mail, facsimile, by posting such notices on the iSpeedway Web Site, or byotherwise broadcasting notices or messages. All notices to Provider must be by email
directed to the following address: [email protected] and must include adescriptive title in the subject line giving Provider adequate notice of the contents of the
email.
(f) Non-Waiver. Provider shall not be deemed to have waived any right or provision ofthis Agreement unless a waiver is expressly acknowledged and agreed to by Provider in a
signed writing. Provider's delay in exercising or enforcing any right or provision of thisAgreement shall not be construed to constitute a waiver of such right or provision.
(g) Entire Agreement. This Agreement and all other Applicable Terms as referenced
herein constitute the entire agreement with you relating to the subject matter of thisAgreement and such Applicable Terms. This Agreement and all applicable Additional
Provider Terms shall be the sole source of any obligations of Provider with respect to thesubject matter hereof and shall control over any documents or information that are
alleged to impose conflicting obligations on Provider, including information on theiSpeedway Web Site. This Agreement may not be modified except as provided in Section
6 of this Agreement or in an express written amendment signed by the parties to whichthe amendment applies.
(h) Assignment. Your subscription to iSpeedway and any of your rights or obligations
under this Agreement may not be sublicensed, assigned or otherwise transferred in wholeor in part without Provider's express written consent, which shall not be unreasonably
withheld, and any such transfer shall be void without such consent. Upon any transfer,your rights hereunder shall terminate and the transferee shall be fully bound by this
Agreement, but you shall remain responsible for any liability incurred prior to the transferand shall remain responsible for compliance with all obligations applicable to the
customer under this Agreement. As a condition of the validity of the transfer, you shalldeliver all materials that you have relating to iSpeedway to the transferee, including a
copy of this Agreement, and shall promptly provide Provider with an original executedwritten document under which the transferee agrees to be bound by this Agreement.
Provider reserves the right to assign and otherwise transfer any and all rights andobligations under or relating to this Agreement to any person without notice including
any affiliate or any person that acquires all or substantially all of Provider's business orassets relating to iSpeedway. In the event of a transfer of any of Provider's rights or
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obligations under this Agreement, references in this Agreement to "Provider" shall referto the transferee to the extent of the transfer. Provider may also designate persons as third
party beneficiaries of some or all of Provider's rights under this Agreement, in whichevent references in this Agreement to "Provider" shall refer to Provider and such
designated beneficiaries with respect to such rights.
(j) Interpretation. The parties agree that the rule of interpretation that provides thatambiguous language of a contract shall be construed against the drafter shall not apply to
this Agreement and that this Agreement shall therefore be interpreted neutrally and notfor or against either party. When required by the context, whenever a noun or pronoun is
used in this Agreement in the singular the same shall include the plural, and themasculine gender shall include the feminine and neutral genders, and vice versa. The
following terms shall have the following meanings when used in this Agreement: (i) theterm "person" includes an individual, corporation, limited liability company, partnership,
trust, government agency or other entity or association; (ii) to do something "indirectly"includes doing any act through another, requesting, encouraging or assisting another to do
an act, or allowing another to do an act when it would be reasonably possible to preventthat act; (iii) the term "include" or "including" and similar terms shall be construed to
mean "including but not limited to"; (iv) the term "intellectual property" or "proprietaryrights" includes trade secrets, publicity rights and other trade values, invention rights,
patents and privileges of use, copyrights, database rights, design rights and mask workrights, and trademarks and similar rights; and the term "trademarks" includes service
marks, trade dress, trade names and other protectable commercial symbols. The sectiontitles in this Agreement are solely used for convenience and shall not be construed to alter
the meaning of the actual provisions of this Agreement. Periods of time established bythis Agreement in days shall be calculated using calendar days and not business days
unless otherwise expressly provided in this Agreement.
(k) Definition of Provider Affiliates, Agents and Vendors. As used in this agreement,"affiliates" of Provider include individuals or companies that control Provider, that are
controlled by Provider, or that are under common control with Provider; "agents" ofProvider include directors, officers, managers and employees of Provider and Provider's
affiliates; and "vendors" of Provider include contractors and licensors of Provider andProvider's affiliates and any other party involved in creating, producing or delivering any
aspect of iSpeedway on behalf of or in conjunction with Provider and Provider'saffiliates.
(l) Definition of Customer Affiliates, Agents and Vendors. As used in this agreement,
"affiliates" of Customer include individuals or companies that control Customer, that arecontrolled by Customer, or that are under common control with Customer; "agents" of
Customer include directors, officers, managers and employees of Customer andCustomer's affiliates; and "vendors" of Customer include contractors and licensors of
Customer and Customer's affiliates.
(m) Approvals. Any agreements, authorizations, approvals or consents by Providercontemplated by this Agreement must be in writing and given by an authorized
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representative of Provider to be effective whether or not expressly stated in a particularprovision. Any agreements, authorizations, approvals or consents that may or must be
given by Provider under this Agreement may be withheld in Provider's sole discretionunless this Agreement specifically provides to the contrary. Any decisions or
determinations that may or must be made by Provider under this Agreement are to be
made by Provider in its sole discretion unless this Agreement specifically provides to thecontrary.
(n) Relationship. The relationship of the parties hereunder is that of vendor-customer andlicensor-licensee. Nothing in this Agreement and no actions in connection herewith shall
be construed to give rise to a partnership, joint venture or other relationship. Customerhas no authority to act on behalf of or bind Provider or Provider vendors, agents and
affiliates.
Please record your account information for your future reference:Your new Web Site Address: http://www.circletech.ca/
Your Administration Web Site: http://www.circletech.ca/admin
Your Administration Username: nfotowat
Password: nami1234