A. As to RaceWarz.net:
RaceWarz.net represents and warrants that it has the authority to enter into this
Agreement.
B. As to User:
User represents and warrants that it has full power and authority to enter into
this Agreement and that the technology used by User in connection with this
Agreement are owned or legally licensed for use by the User.
Non-Liability of RaceWarz.net
RaceWarz.net does not warrant or represent that the Intellectual Property will
meet all or any of User's needs or requirements, or that performance of
RaceWarz.net's Intellectual Property will be uninterrupted or error free.
RaceWarz.net is not responsible for any content provided by third parties,
including advertisers, or for any third party sites that can be linked to/from
the Intellectual Property.
Confidentiality/Privacy
During the term of this Agreement, User may have access to certain non-public
information of RaceWarz.net, which information a reasonable person would consider
confidential or which is marked as "confidential" or "proprietary" by RaceWarz.net,
collectively "Confidential Information". This Confidential Information does not
include information that is generally in the public domain. User agrees not to
disclose any Confidential Information to any third parties or to use any
Confidential Information for any purposes except to carry out its obligations
under this Agreement. User shall take every effort to keep such Confidential
Information confidential, using the same degree of care User uses to protect its
own confidential information, as long as it uses at least reasonable care. Each
party acknowledges and agrees that due to the unique nature of the Confidential
Information, any such breach may allow one party or third parties to unfairly
compete with the other party resulting in great harm to non-breaching party. All
subscribers to RaceWarz.net free services allow and authorize RaceWarz.net, its
associates, affiliates, and any organization that Racewarz.net is involved with,
the right to use your valid email address for marketing programs or for any
other reason RaceWarz.net deems necessary or appropriate.
You also authorize Racewarz.net, its associates, affiliates, and any organization
that Racewarz.net is involved with, the right to sell your valid email address to
any persons or companies willing to purchase the valid email address. Note that
RaceWarz.net right to sell user information does not necessarily imply that user
information is sold.
Indemnification
User shall indemnify, defend and hold RaceWarz.net harmless (including
RaceWarz.net's legal and expert fees) against any and all damages, claims and
awards brought or assessed against RaceWarz.net, resulting from a breach of any
warranty, representation or covenant made by User under this Agreement; or
arising from any action against RaceWarz.net arising from User's use or display of
RaceWarz.net's Intellectual Property or arising from any breach by User of any of
the provisions or requirements of this Agreement, provided that RaceWarz.net
promptly notifies User in writing of any such claim and promptly tenders the
control of the defense and settlement of any such claim to User at User's
expense and with User's choice of counsel. RaceWarz.net shall cooperate with User,
at User's expense, in defending or settling such claim. User will not enter into
any settlement or compromise of any such claim without RaceWarz.net's prior
consent, which shall not be unreasonably withheld.
Limitation of RaceWarz.net's Liability
RaceWarz.net shall not be liable hereunder by reason of any failure or delay in
the performance of its obligations on account of strikes, shortages, riots,
insurrection, fires, flood, storm, explosions, earthquakes, Internet outages,
acts of God, war, governmental action, or any other cause that is beyond the
reasonable control of RaceWarz.net.
Term
The term of this Agreement shall commence on the date RaceWarz.net sells User a
product (membership) and shall continue in force thereafter, unless earlier
terminated as provided herein. If User breaches this Agreement, or if User
engages in any action that, in RaceWarz.net's sole discretion, reflects poorly on
RaceWarz.net or its trademarks, service marks, trade name or reputation,
RaceWarz.net may terminate the Agreement immediately without notice to User. User
agrees not to sell any form of RaceWarz.net Intellectual Property or Confidential
Information. Doing so will result in immediate termination and no refund on the
users account.
Changes to Agreement
RaceWarz.net may change this Agreement at any time upon publishing a notice in
RaceWarz.net. Any use of the Intellectual Property after such notice shall be
deemed to be continued acceptance of this Agreement including its amendments and
modifications.
Assignment
RaceWarz.net may assign its rights or delegate its obligations under this
Agreement without User's prior written consent, as long as the assignee
expressly assumes in writing the performance of all of the terms of this
Agreement.
Relationship of Parties
This Agreement shall not be construed to create a joint venture or partnership
between the parties. Neither party shall be deemed to be an employee, agent,
partner or legal representative of the other for any purpose and neither shall
have any right, power or authority to create any obligation or responsibility on
behalf of the other.
Entire Agreement
This Agreement constitutes the entire understanding between the parties with
respect to the subject matter and supersedes all previous agreements, written or
oral, between User and RaceWarz.net. If any provision of this Agreement is held or
made invalid or unenforceable for any reason, such invalidity shall not affect
the remainder of this Agreement.
Non-Waiver
The terms or covenants of this Agreement may be waived only by a written
instrument executed by the party waiving compliance. The failure of either party
at any time or times to require performance of any provision hereof shall in no
manner affect the right at a later time to enforce the same. No waiver by either
party of the breach of any term or covenant contained in this Agreement, whether
by conduct or otherwise, in anyone or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such breach or a waiver of
the breach of any other term or covenant contained in this Agreement.
