LocalRaces Terms of Service Agreement (For Event Directors and Club Managers)
Last updated: January 20, 2015
LocalRaces.com provides a powerful online race registration solution to maximize participation and reach for your endurance events—both large and small. We supply microsites to event directors and run/cycling clubs, secure event registration, and event management software.
1. ACCEPTANCE OF TERMS.
The following terms and conditions (this "TOS") govern all use by you as an Event Director (as defined below) of (a) the LocalRaces.com LLC websites and domains (including all webpages, subdomains and subparts therein contained, the "Site"), (b) any and all services available on or through the Site or otherwise provided by LocalRaces.com LLC ("LOCALRACES") for your events, and (c) all Software (as defined below) (collectively, the "Services"). The Services are owned and operated by LocalRaces. The Services are offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by LOCALRACES. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN AND ALL OTHER OPERATING RULES, POLICIES AND PROCEDURES THAT MAY BE PUBLISHED FROM TIME TO TIME ON THE SITE BY LOCALRACES. IF YOU DO NOT AGREE TO ANY OF SUCH TERMS, CONDITIONS, RULES, POLICIES OR PROCEDURES, DO NOT USE OR ACCESS THE SERVICES. THIS TOS MAY ONLY BE MODIFIED (I) ON AN EVENT BY EVENT BASIS THROUGH A WRITTEN TICKETING SERVICES AGREEMENT OR WRITTEN ADDENDUM AGREEMENT TO THIS TOS, SIGNED BY YOU AND AN AUTHORIZED OFFICER OF LOCALRACES, OR (II) BY LOCALRACES AS PROVIDED IN SECTION 1.2 BELOW.
LOCALRACES reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this TOS at any time. It is your responsibility to check this TOS periodically for changes. Your continued use of the Services following the posting of any changes to this TOS constitutes acceptance of those changes. If any change to this TOS is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
2. DESCRIPTION OF LOCALRACES.
LOCALRACES provides a simple and quick means for registered users who are event directors and club managers and planners ("Event Directors" or "you") to collect payments with respect to the sale of tickets/registrations, merchandise and services for, and the solicitation of donations with respect to, events registered on the Site, including Service Fees (as defined below) ("Event Registration Fees"), from users who want to attend such events ("Registrants"). Event Directors may visit the Site, fill out a questionnaire about their event, including pricing, location, inventory, etc., and collect Event Registration Fees online directly from Registrants. Payments are all transacted through, either (a) third party payment service methods (collectively, "Facilitated Payment Modes" or "FPM") or (b) the LOCALRACES payment processing gateway (the "Gateway"). This TOS applies to you and your use of the Services as an Event Director.
3. YOUR USE OF THE SERVICES.
3.1 The Services.
LocalRaces hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the purposes of creating an event page with respect to, and promoting, managing, tracking, and collecting Event Registration Fees for, an event that you have registered on the Site, in each case (i) in compliance with this TOS, and (ii) to the extent permitted under all applicable laws and regulations (foreign and domestic). Notwithstanding the foregoing, you shall not, and shall not permit anyone else to, directly or indirectly: (i) modify, reproduce or otherwise create derivatives of any part of the Services or Site Content (as defined below); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Services (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (iii) rent, lease, resell, distribute or use the Services for timesharing, service bureau, or commercial purposes (except for the limited commercial purpose of collecting Event Registration Fees through the Site as an Event Director in accordance with this TOS); (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; or (v) engage in any activity that interferes with or disrupts the Services.
If you are allowed to download or use any Software in connection with the Services, LOCALRACES hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive license to use the Software solely for your internal use in connection with the Services, and only in accordance with this TOS and the written instructions/directions (if any) provided by LOCALRACES in conjunction with the Software. For purposes of this TOS, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by LOCALRACES, including without limitation LOCALRACESs mobile applications (such as At The Door™, Entry Manager and the LocalRaces app). For clarity, the Software will be deemed a part of the "Services" hereunder.
The Software and the transmission of applicable data is subject to United States export controls. No Software may be downloaded or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. You shall also be responsible for using the Software in a manner that complies with all federal, state and local laws and the rules and regulations of all credit card companies.
The Software and related documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Software or such documentation by or on behalf of the U.S. Government is subject to restrictions as set forth in this TOS.
4. PAYMENT METHODS.
There are two types of payment processing options Event Directors may elect when using the Services: (1) "Facilitated Payment Processing" or "FPP", which consists of collecting Event Registration Fees using FPMs; and (2) "Credit Card Processing" or "CCP", which requires the use of the Gateway for the collection of Event Registration Fees. Depending on the payment processing option the Event Director elects when using the Services, monetary payments will be made to the Event Director directly by Registrants (via FPP) or by LOCALRACES (via CCP), in each case as described below.
4.2 Facilitated Payment Processing.
(a) Independent Relationship.
(b) Services Fees.
Event Directors will collect all monies directly from Registrants under the FPP option. By registering for and using the FPP option, you agree to (i) pay LOCALRACES all then-applicable LocalRaces Service Fees and Credit Card Processing Fees, which are based on the number of tickets sold by you and/or the value of such tickets, and which charges are described in greater detail at www.LocalRaces.com and all additional on-site service fees, equipment lease charges, printed ticket fees, and any other fees and charges of any kind payable by you to LOCALRACES in connection with the provision of the Services (collectively, "Service Fees"), which payments shall be due and payable upon receipt of the invoice setting forth such charges; and (ii) accept the responsibility for providing refunds to Registrants at your own discretion. LOCALRACES will not be responsible or liable for, and Event Director hereby agrees to fully indemnify LOCALRACES and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the FPP option. Invoices are sent monthly for Service Fees incurred in the previous month.
4.3 Credit Card Processing.
(a) Gateway; Payment Process.
When an Event Director elects to use the Gateway for the collection of Event Registration Fees, payment processing occurs directly through LOCALRACES. Under the CCP option, LOCALRACES will collect all Event Registration Fees on behalf of the Event Director from Registrants and deduct all applicable Services Fees from the Event Registration Fees collected by LOCALRACES, and then pass the remainder along to the Event Director within five (5) business days after the event end date for the event to which the Event Registration Fees correspond (either by mailing a check or through an electronic funds transfer, depending on the option the Event Director has chosen through using the Site, to the address or account, respectively, that the Event Director accurately designates on the Site), provided that LOCALRACES reserves the right to withhold funds (i) at any time as LOCALRACES determines to be necessary for the processing and settlement of all refunds, disputed charges, chargebacks, customer complaints, allegations of fraud, and other discrepancies and (ii) as otherwise permitted pursuant to this TOS. LOCALRACES, in its sole discretion, may determine to advance a portion of Event Registration Fees to Event Director prior to the period set forth above, on such terms and conditions as LOCALRACES may establish from time to time. Event Director agrees that all Event Registration Fees for a given event are earned by Event Director only following conclusion of the applicable event and all Event Registration Fees ultimately due will be net of all Service Fees, refunds, disputed charges, chargebacks and other deductions, whether due to customer complaints, allegations of fraud, discrepancies related to the applicable event or otherwise. No payments shall be made to an Event Director from LOCALRACES with respect to any event that is cancelled. If payments have already been made by LOCALRACES to an Event Director for a cancelled event, such Event Director will immediately refund to LOCALRACES all such payments upon cancellation of such event. All sales, fees, charges, and funds are payable in U.S. Dollars, or other foreign currencies accepted by LOCALRACES. If Event Director elects to list Event Registration Fees in a foreign currency accepted by LOCALRACES, LOCALRACES will collect and disperse the funds in the foreign currency selected by Event Director.
EVENT DIRECTOR AGREES THAT ANY PAYMENT BY LOCALRACES OF EVENT REGISTRATION FEES PRIOR TO THE FIFTH (5TH) BUSINESS DAY AFTER THE END DATE OF THE APPLICABLE EVENT ARE MERELY ADVANCES OF AMOUNTS THAT MAY BECOME DUE TO EVENT DIRECTOR UNDER THIS TOS AND THAT LOCALRACES MAY DEMAND SUCH ADVANCES BACK (FROM TIME TO TIME IN ITS SOLE DISCRETION), AND EVENT DIRECTOR SHALL THEREUPON PROMPTLY (AND IN ANY CASE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH DEMAND) PAY BACK TO LOCALRACES SUCH ADVANCE OR ANY PORTION THEREOF DEMANDED BY LOCALRACES.
(i) Under the CCP option, it is the responsibility of the Event Director to communicate its refund policy to Registrants and to issue refunds to Registrants outside of LocalRaces.com. An Event Director shall ensure that its refund policy is consistent with the terms of this TOS and the payment and refund mechanics of the Site. The Site permits an Event Director to issue refunds to Registrants, provided the refund is issued by Event Director before ninety-six (96) hours after the end date of an event and within six (6) months after the transaction date for the underlying ticket purchase. Refunds issued following such period will not be processed through the Site, unless otherwise agreed to by LOCALRACES in its sole discretion. Subject to the foregoing, refunds issued by an Event Director will be processed within thirty (30) days after Event Director instructs the issuance of the refunds via the Site. All communications or disputes regarding refunds are between the Event Director and Registrant, and LOCALRACES will not be responsible or liable for, and Event Director hereby agrees to fully indemnify LOCALRACES and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the use of the CCP option. (ii) Notwithstanding the foregoing, you acknowledge and agree that LOCALRACES shall have the right to force a refund of any or all tickets at any time for any reason or no reason, including without limitation if LOCALRACES receives complaints from a substantial number (as determined by LOCALRACES in its sole discretion) of Registrants with respect to the applicable event or another event held by Event Director, or LOCALRACES determines in its sole discretion that Event Director has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Registrant(s) request a refund, whether due to a cancelled event or for any other reason where LOCALRACES would reasonably expect to lose a chargeback, LOCALRACES may, in its sole discretion, issue such refund to such Registrant(s), and Event Director shall then owe the amount of such refund to LOCALRACES.
(c) Credit Card Chargebacks.
Under the CCP option, any credit card chargebacks initiated by a Registrant for any reason with respect to an event shall be charged back to the Event Director of such event. All communications and disputes regarding chargebacks are between the Event Director and Registrant, and LOCALRACES will not be responsible or liable in any way for, and Event Director hereby agrees to fully indemnify LOCALRACES and its affiliates for, chargebacks issued in the course of the use of the CCP option.
4.4 Non-Exclusive Remedies.
In the event that Event Director fails to pay to LOCALRACES any amount owed pursuant to this TOS when due, such amount shall bear interest calculated from the date due until paid in full at a rate equal to the lesser of (a) ten percent (10%) per annum, and (b) the maximum amount permitted by applicable law. In the event any amounts are owed by Event Director to LOCALRACES under this TOS or otherwise, LOCALRACES may, without limiting its other rights and remedies, (i) deduct such amounts from Event Director's outstanding balance, whether for that particular event or for any other event that Event Director lists through the Services; and/or (ii) send an invoice to Event Director for such amounts to the extent Event Director's outstanding balance is insufficient to cover these costs, in which case Event Director shall pay LOCALRACES such invoiced amounts within thirty (30) days after the date of the invoice. If payment for any amounts due to LOCALRACES hereunder are not made by Event Director when due, LOCALRACES reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Event Director's registration for the Services (including any and all accounts that Event Director may have) and to cancel all other events listed by Event Director.
Upon receipt of a credit card authorization from each individual ticket purchase, LOCALRACES generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honor, and fulfill all ticketing commitments that have been confirmed by LOCALRACES through the Services, and it is your responsibility to verify the Registrant's membership status, confirmation number and/or any event restrictions prior to the subject event.
(c) Taxes; Withholding.
(i) You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Services and for collecting, remitting and reporting the correct amounts of all such Taxes to the applicable governmental authorities, even if LOCALRACES provides you with tools that assist you in doing so. LOCALRACES does not represent or warrant that any tax tools will meet all tax requirements that may be applicable to you. LOCALRACES cannot give you legal or tax advice, so please be sure to check with your own tax advisor about any applicable Taxes. In the event that a governmental authority requires LOCALRACES to pay any Taxes attributable to your use of the Services, you agree to indemnify and reimburse LOCALRACES for such Taxes and all costs and expenses related thereto.
(ii) All Service Fees charged by LocalRaces do not include any Taxes except to the extent that a Tax is expressly set forth in the applicable invoice or billing statement, and you agree to pay any Taxes that are imposed and payable on such Service Fees (other than those calculated based on LOCALRACES'S net income) to LocalRaces.
(iii) In addition, due to new IRS regulations, if LOCALRACES processes transactions and issues you payouts (A) for more than $20,000 in gross sales and (B) for more than 200 order transactions, in each case during a given calendar year and in the aggregate across all of your accounts, LOCALRACES is required to report to the IRS the gross amount of transactions for which you have been paid in that calendar year and in each month of that calendar year, as well as, your name, your address, and your Tax Identification Number ("Your Tax Information"). Starting in 2013, as part of these new IRS regulations, LOCALRACES is required to either (I) collect Your Tax Information or (II) establish that you are a foreign person not subject to US taxes, before your accounts pass the 200 order transaction threshold in the aggregate. Once your accounts cross the 200 order transaction threshold, you agree that you will not receive any further payments from LOCALRACES until either (I) or (II) above are satisfied.
(iv) LOCALRACES reserves the right to withhold the payment of any amounts owed to you hereunder if LOCALRACES suspects or determines that such amounts have been generated in (A) a fraudulent manner, (B) violation of this TOS, or (C) violation of any applicable laws or regulations (foreign or domestic), or if LOCALRACES is required to do so by applicable laws or regulations (foreign or domestic). Such withholding may be temporary or permanent (as determined by LOCALRACES).
5. YOUR REGISTRATION OBLIGATIONS.
6. ACCOUNT, PASSWORD AND SECURITY.
As part of the Site registration process, you will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your account, including, without limitation, all actions by sub-users registered under your account. You agree to (a) immediately notify LOCALRACES of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. LOCALRACES cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account. In the event of any dispute between two or more parties as to account ownership, you agree that LOCALRACES shall be the sole arbiter of such dispute in its sole discretion and that LOCALRACES'S decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7.1 Site Content.
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (collectively, "Content"), contained in or delivered via the Services or otherwise made available by LOCALRACES in connection with the Services (collectively, "Site Content") is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. LOCALRACES may own the Site Content or portions of the Site Content may be made available to LOCALRACES through arrangements with third parties. Except as expressly authorized by LOCALRACES in writing or in connection with your use of the intended functionality of the Services, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any Site Content, or post any Site Content on any other web site or in a networked computer environment for any purpose. Reproducing, copying or distributing any Site Content for any other purpose is strictly prohibited without the express prior written permission of LOCALRACES. You shall use the Site Content only for purposes that are permitted by this TOS and any applicable laws and regulations (foreign and domestic). Any rights not expressly granted herein are reserved.
7.2 Your Content.
You acknowledge and agree that if you contribute, provide or make available any Content to the Site ("Your Content"), you hereby grant to LOCALRACES a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and license to use, reproduce, adapt, modify, distribute, translate, publish, create derivative works based on, perform, display and otherwise exploit Your Content, in whole or in part, in any media now known or hereafter developed, for any purpose whatsoever. You represent and warrant that you have all the rights, power and authority necessary to grant the foregoing license, and that all Your Content (i) does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party, and (ii) complies with all applicable laws and regulations (foreign and domestic). In addition, Your Content must be accurate and truthful. LOCALRACES reserves the right to remove any of Your Content from the Site at any time if LOCALRACES believes in its sole discretion that it does not comply with this TOS. In addition, you agree that LOCALRACES may use your name and logo (whether or not you have made it available through the Site) for the purpose of identifying you as an existing or past customer of LOCALRACES both on the Site and in marketing and promotional materials.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Services infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Services should be sent to:
Toby Teeter, Attorney at Law
c/o LocalRaces.com, LLC
407 S. Pennsylvania
Joplin, MO 64801
You understand that you are liable for all Content, in whatever form, that you provide or otherwise make available to or through the Services, including to Registrants and other users of the Services. You agree not to use the Services to:
• upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• harm minors in any way;
• facilitate gambling, gaming, lotteries, raffles, contests, sweepstakes and/or any other activity featuring the award of a prize other than raffles, contests or sweepstakes conducted in a manner that complies in all respects with LOCALRACES's guidelines;
• impersonate any person or entity, including, but not limited to, an LOCALRACES representative or forum leader, or falsely state or otherwise misrepresent your affiliation with a person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
• upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person or entity;
• upload, post, email, transmit or otherwise make available any Content related to the sale or provision of goods and services other than the sale or provision of tickets and registrations to events listed on the Site and other goods and services being sold or provided in conjunction with such events;
• upload, post, email, transmit or otherwise make available any Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to otherwise interact with the Services in a manner not permitted by this TOS;
• interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
• intentionally or unintentionally violate any applicable law or regulation (foreign or domestic), including without limitation (i) regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange (e.g., the New York Stock Exchange, the American Stock Exchange or the NASDAQ) and (ii) laws and regulations (foreign or domestic) regarding the sale or resale of tickets (including without limitation with respect to licensure requirements, maximums or limits on ticket prices, etc.); or
• stalk or otherwise harass any person or entity.
8.2 Certain Remedial Rights.
You acknowledge that LOCALRACES does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that LOCALRACES and its designees shall have the right (but not the obligation) in their sole discretion to (i) monitor, alter, edit, or remove any of your Content, in whole or in part, and/or (ii) rescind and terminate your right to use the Services at any time (with or without notice) for any reason or no reason. You acknowledge and agree that LOCALRACES may preserve your Content and may also disclose your Content for any reason, including without limitation if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this TOS; (c) respond to claims that any of your Content violates the rights of third parties; and/or (d) protect the rights, property, or personal safety of LOCALRACES, its users and/or the public. You understand that the technical processing and transmission of the Services, including Your Content, may involve (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
LOCALRACES may provide you with the right to use a sub-domain within the Site (e.g., [sub-domain prefix].LocalRaces.com). All such sub-domains are the sole property of LOCALRACES. In the event LOCALRACES provides you with a sub-domain, your right to use such sub-domain may be terminated by LOCALRACES at any time (with or without notice) for any reason or no reason.
10. ADDITIONAL SERVICES.
LOCALRACES may, upon request, and for such fees as LOCALRACES may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site, including without limitation leasing ticket scanning and other equipment, providing consultants and staffers to assist you on the date of your event, and providing dedicated account management services. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to all the terms and conditions of this TOS. Such additional services shall be set forth in a written Addendum Agreement to this TOS, LOCALRACES Equipment Lease Agreement, and/or other written agreement between you and an authorized officer of LOCALRACES, and shall set forth the Service Fees and the other terms and conditions relating to such additional services. As a condition to the lease of any equipment, you shall enter into a separate LOCALRACES Equipment Lease Agreement.
You agree to defend, indemnify and hold LOCALRACES, and its affiliates, and each of its and their respective officers, directors, agents, co-branders, other partners, and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise), or investigation made by any third party (each a "Claim") due to or arising out of: your Content; your or any of your affiliates, or any of your or your affiliates officers, directors, agents or employees, use of, contribution to or connection with the Services or violation of any rights of another; your event(s); and/or your violation of this TOS. LOCALRACES shall provide notice to you of any such Claim, provided that the failure or delay by LOCALRACES in providing such notice shall not limit your obligations hereunder. LOCALRACES reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section, and in such case, you agree to cooperate with all reasonable requests in assisting LOCALRACESs defense of such matter.
12. SERVICE MODIFICATIONS/SUSPENSIONS.
LOCALRACES reserves the right at any time to, and from time to time may, modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) for any reason or no reason with or without notice. LOCALRACES will not be responsible to you for a refund, in whole or part, of Service Fees for any reason, except for Service Fees (excluding the portion of Service Fees paid over to FPMs and other third party service providers used by LOCALRACES in connection with providing the Services) related to refunds issued to Registrants. You agree that LOCALRACES shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
LOCALRACES, in its sole discretion, may terminate your password, accounts (or any part thereof) and/or your right to use the Services, and remove and discard any and all of Your Content within the Services, at any time for any reason or no reason, including, without limitation, for lack of use, failure to timely pay any fees or other monies due LOCALRACES, or if LOCALRACES believes that you have violated or acted inconsistently with the letter or spirit of this TOS. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that LOCALRACES may immediately deactivate or delete your account and all related Content and files related to your account and/or bar any further access to such files or the Services. Further, you agree that LOCALRACES shall not be liable to you or any third-party for any termination of your right to use or otherwise access the Services. All provisions of this TOS that by their nature should survive termination of your right to use the Services shall survive (including, without limitation, all limitations on liability, releases, indemnification obligations, disclaimers of warranties, and intellectual property protections and licenses).
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because LOCALRACES has no control over such websites and resources, you acknowledge and agree that LOCALRACES is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that LOCALRACES shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such Content, advertising, products, services or other materials available on or through any such website or resource.
15. DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LOCALRACES HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. LOCALRACES MAKES NO WARRANTY THAT: (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE SERVICES THEMSELVES (OR ANY PART THEREOF) WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. LOCALRACES IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, BUYER OR OTHER NON-EVENT DIRECTOR, EVENT DIRECTOR OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND LOCALRACES WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT LOCALRACES HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING REGISTRANTS', OTHER ATHLETE' AND EVENT DIRECTORS') CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING REGISTRANTS AND EVENT DIRECTORS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. IN ADDITION, LOCALRACES IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES (INCLUDING, WITHOUT LIMITATION, ANY FPM SERVICE), AND LOCALRACES HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Registrants, other Visitors, Event Directors and/or third parties in connection with the Site or any Services to LOCALRACES. LOCALRACES, in its sole discretion, may investigate the claim and take necessary action.
16. LIMITATION OF LIABILITY.
LOCALRACES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANY OTHER SUBJECT MATTER OF THIS TOS, FOR: (I) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LOCALRACES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, (III) AMOUNTS IN EXCESS OF US$100.00 IN THE AGGREGATE FOR ALL CLAIMS FROM A GIVEN EVENT DIRECTOR WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND LOCALRACES'S REASONABLE CONTROL. LOCALRACES SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF YOUR CONTENT OR ANY CONTENT OF ANY OTHER USER OF THE SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE LOCALRACES, AND ITS AFFILIATES, AND EACH OF ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, CO-BRANDERS, OTHER PARTNERS, AND EMPLOYEES FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER EVENT DIRECTORS, REGISTRANTS, AND OTHER ATHLETE) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR YOUR EVENT.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE 1542 AND ANY OTHER APPLICABLE LAW OR STATUTE, WHICH SAYS, IN SUBSTANCE:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Notices to you may be made via either email or regular mail to the address in LOCALRACES's records. The Services may also provide notices of changes to this TOS or other matters by displaying notices or links to notices to you generally on the Services. Any notice from you to us shall be sent in writing to our mailing address at LocalRaces.com LLC, 407 S. Pennsylvania, Suite 209, Joplin, MO 64801, USA, Attn: Corporate Counsel.
20. TRADEMARK INFORMATION.
The trademarks, service marks, and logos of LOCALRACES (the "LOCALRACES Trademarks") used and displayed in connection with the Services are registered and unregistered trademarks or service marks of LOCALRACES. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third Party Trademarks", and, collectively with LOCALRACES Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of LOCALRACES specific for each such use. The Trademarks may not be used to disparage LOCALRACES, any third party or LOCALRACES's or third party's products or services, or in any manner (in LOCALRACES's sole judgment) that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless LOCALRACES approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any LOCALRACES Trademark shall inure to LOCALRACES's benefit.
21. PROHIBITED MERCHANTS
LocalRaces will not sign up any entity as a Sub-merchants (i) in any of the following categories/businesses, or (ii) that engages in any of the following activities:
Activities Prohibited by Processor or Operating Regulations, as may be amended from time to time:
Any product, service or activity that is deceptive, unfair, predatory or prohibited by one or more Card Brands
Any merchant selling goods or services that represent a violation of any law, statute or regulation
Any merchant operating outside the United States
Any merchant or Sub-merchant submitting sales for payment that resulted from another commercial entity providing goods or services to the cardholder, including those businesses that may otherwise qualify themselves as a Payment Service Company or Payment Facilitator
Any merchant selling products that infringe on the intellectual property rights of others, including counterfeit goods or any product or service that infringes on the copyright, trademark or trade secrets of any third party
Merchants or Collection Agencies may not accept a card as payment for a dishonored check or for an item deemed uncollectible by another merchant
Loan payments transacted on a Visa branded credit card
Prohibited by Processor and Association for Payment Service Providers/Payment Facilitators, or is considered by Association as High-Brand Risk Merchant, as may be amended from time to time by Processor or Association, including:
Adult entertainment and/or adult content websites including Electronic Commerce adult content (videotext) merchants that would include MCC’s 5967,7273 and 7841
Buyer Clubs/Membership Clubs
Direct Marketing: Continuity or Subscription services or merchants including MCC 5968 and 5969
Direct Marketing-Travel Related Arrangement Services including MCC 5962
Direct Marketing-Inbound Telemarketing including videotext services and MCC 5967
Gambling Activities and Establishments including MCC 7995, including lotteries, internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services
Multi-Level Marketing Businesses
Outbound Telemarketers and Telecom merchants including MCC’s 4814, 4816, and 5966
Prohibited by Processor, as amended by Processor from time to time:
Any merchant that accepts a card at a scrip-dispensing terminal
Airlines including Charter Airlines
Bail Bond Services
Bidding Fee Auctions including Penny Auctions
Brand or Reputational damaging, potential or otherwise, activities including Bestiality, Child Pornography, Escort Services, Mail Order Brides, Occult
Commodity Trading or Security Trading
Credit Counseling or Credit Repair Services
Credit Protection or Identity Theft Protection Services
Currency Exchanges or Dealers
Debt Elimination, Debt Reduction or Debt Consulting Services
Digital Wallet or Prepaid Companies
Discount Medical or Dental plans including Discount Insurance
Discount Coupon merchants or Online Sites
Distressed Property Sales and/or Marketing
Firearms including Ammunition
High interest rate non-bank consumer lending including payday lending and title loans
Investment or “get rich quick” merchants, businesses or programs
Merchants utilizing negative option, renewal, or continuity subscription practices
Marketing Activities involving “pay only for shipping” and/or “free trial” periods
Marijuana dispensaries and related products or services
Merchants offering Special Incentives
Money Transfer, Wire Transfers, Money Orders, Transmitters, and Check Cashing including merchants required to be registered as Money Service Business
Prepaid Phone Cards
Prepaid Phone Services
Quasi Cash or Stored Value
Real Estate Flipping
Sale of Mobile Minutes
Selling or Sales of Social Media Activity
Sports Forecasting or Odds Making
Substances designed to mimic illegal drugs
Timeshares including resale’s and related marketing
Transacting Virtual Currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world
22.1 Entire Agreement.
This TOS constitutes the entire agreement between you and LOCALRACES and governs your use of the Services as an Event Director, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and LOCALRACES on the subject matter hereof, other than any written Ticketing Services Agreement, LOCALRACES Equipment Lease Agreement or Addendum Agreement between you and an authorized officer of LOCALRACES relating to a specified event or events. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content or third party software or the Services in a manner other than as governed by this TOS.
22.2 Choice of Law.
This TOS and the provision of the Services to you are governed by the laws of the state of Missouri, U.S.A., as such laws are applied to agreements entered into and to be performed entirely within Missouri by Missouri residents.
Any controversy or claim arising out of or relating to this TOS or the provision of the Services shall be exclusively settled by binding arbitration in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Services, Inc. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Joplin, Missouri, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Subject to the foregoing arbitration provision, you and LOCALRACES agree to submit to the personal jurisdiction of the courts located within the city and county of Joplin, Missouri. Either you or LOCALRACES may seek any interim or preliminary relief from a court of competent jurisdiction in Joplin, Missouri, necessary to protect the rights or property of you or LOCALRACES (or its agents, suppliers, and subcontractors) pending the completion of arbitration.
22.4 Waiver; Invalid Provisions.
The failure or delay of LOCALRACES to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of this TOS is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this TOS shall remain in full force and effect.
22.5 Time to File Claim.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this TOS must be filed within two (2) years after such claim or cause of action arose or be forever barred.
The section titles in this TOS are for convenience only and have no legal or contractual effect.