RACE SPACE TERMS AND CONDITIONS FOR RACERS AND VISITORS
1. ACCEPTANCE OF TERMS
1.1 Overview
The following terms and conditions (Terms) govern all use by you as a Racer (as defined below) or other user or visitor of (a) the Race Space Limited 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 Race Space Limited (Race Space) for your events, and (c) all Software (as defined below) (the Services). The Services are owned and operated by Race Space. The Services are offered subject to your acceptance without modification of the Terms. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS. IF YOU DO NOT AGREE TO THE TERMS DO NOT USE OR ACCESS THE SERVICES.
1.2 Modification
Race Space reserves the right, at its sole discretion, to modify or replace these Terms at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the posting of any changes to these Terms constitutes acceptance of those changes. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
2. WHAT IS RACE SPACE?
Race Space provides a means for registered users who are event organisers and planners (Organisers) to manage distance based fitness events, market events, to collect payments with respect to the sale of tickets for events, 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 (Racers). Organisers may visit the Site, create an event, fill in details about that event using a number of inputs and technology developed by Race Space , including key event details, pricing, location, mapping, existing Racers, required Racer information, event photos and others allowed by the Software. Payments are all transacted through a PCI Compliant third party payment service method (“Payment Method”). These Terms apply to you and your use of the Services as a Racer and/or visitor of the Services. For the terms and conditions that applies to you and your use of the Services as an Organiser, please see the Organiser section.
3. YOUR USE OF THE SERVICES
3.1 The Services
Race Space hereby grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Services, solely for the purpose of browsing the Site and searching for, viewing, registering for, and interacting with, an event that is registered on the Site in each case (i) in compliance with the Terms, 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 organisation 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; (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; (v) engage in any activity that interferes with or disrupts the Services; or (vi) engage in any fraudulent activity or activity that facilitates fraud.
3.2 Software
If you are allowed to download or use any Software in connection with the Services, Race Space hereby grants you a personal, non-transferable, non-sublicensable, revocable, non-exclusive licence to use the Software solely for your internal use in connection with the Services, and only in accordance with the Terms and the written instructions/directions (if any) provided by Race Space in conjunction with the Software. For purposes of the Terms, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by Race Space. For clarity, the Software will be deemed a part of the "Services" hereunder.
4. PAYMENT
4.1 Overview.
Race Space uses the Payment Method to collect Event Registration Fees.
4.2 Race Space Payment Processing
(a) Payment Process via Payment Method
Race Space will collect all Event Registration Fees on behalf of the Organiser from Racers and deduct all applicable services fees (“Service Fees”) from the Event Registration Fees collected by Race Space.
(b) Refunds
It is the responsibility of the Organiser to communicate its refund policy to Racers and issue refunds to Racers independent of the Race Space Site. If a Racer desires to request a refund based on the refund policy put forth by the organiser, the Racer must request the refund from the Organiser. All communications or disputes regarding refunds are between the Organiser and Racer and Race Space will not be responsible or liable in any way for refunds, errors in issuing refunds, or lack of refunds in connection with the Services. If you are a Racer and you wish to request a refund in connection with an event listed on the Services, you should contact the applicable Organiser directly. In many cases, Organisers do not offer any kind of refund.
In the event of an event being cancelled or the event date being moved, the Racer must first contact the Organiser. If within 10 working days of requesting a refund from the organiser and not receiving returned communications, the Racer may contact Race Space where Race Space may at it's own discretion, issue the refund on the organisers behalf, if the necessary organiser funds are held by Race Space at the time.
(c) Instalment Plan
If set as allowed by the Organiser of the event; entries and merchandise may be paid in monthly instalments for a maximum number of instalments set by the Organiser, or for the remaining months less one until the event date, whichever is less.
There is an additional charge for each instalment plan of 1.5% + £0.50 (inc VAT) for each instalment.
The Racer hereby agrees that it is the sole responsibility of the Racer to ensure that monthly payments are made, Race Space accepts no responsibility for missed or unpaid payments for any reason. The Racer agrees that in the case of missed or unpaid payments that the Racer(s) may be removed from the event by the Organiser and that the Racer will forfeit any unpaid amounts.
5. YOUR REGISTRATION OBLIGATIONS
To be a registered user of the Services as a Racer you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (Registration Data) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Race Space has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Race Space has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). Race Space is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the terms of use of our third party payment processor(s), you must be the required legal age in the country in which you reside to purchase and use the Services.
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 Race Space of any unauthorised 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. Race Space 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 unauthorised 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 Race Space shall be the sole arbiter of such dispute in its sole discretion and that Race Spaces decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7. CONTENT
7.1 Site Content
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (Content), contained in or delivered via the Services or otherwise made available by Race Space in connection with the Services (Site Content) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Race Space may own the Site Content or portions of the Site Content may be made available to Race Space through arrangements with third parties. Except as expressly authorized by Race Space 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 Race Space. You shall use the Site Content only for purposes that are permitted by these Terms 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 Race Space a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and licence 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 licence, 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. Race Space reserves the right to remove any of Your Content from the Site at any time if Race Space believes in its sole discretion that it does not comply with these Terms. In addition, you agree that Race Space 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 Race Space both on the Site and in marketing and promotional materials.
8. CONDUCT
8.1 Certain Restrictions
Whether you are using the Services as a Racer or user, 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 Organisers, Racers or other users. 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;
- impersonate any person or entity 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 the Terms or expressly authorised by Race Space);
- 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)
- 8.2 Remedial Rights
Whether you are using the Services as a Racer or other user, you acknowledge that Race Space does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that Race Space 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 Race Space 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 the Terms; (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 Race Space, 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.
9. INDEMNITY
You agree to defend, indemnify and hold Race Space, 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 (Claim) due to or arising out of: your Content; the events listed on the Service; your use of, contribution to or connection with the Service; your violation of the Terms; and/or your violation of any rights of another. Race Space shall provide notice to you of any such Claim, provided that the failure or delay by Race Space in providing such notice shall not limit your obligations hereunder. Race Space reserves the right to assume the exclusive defence 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 Race Space s defence of such matter.
10. SERVICE MODIFICATIONS AND SUSPENSIONS
Race Space 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. You agree that Race Space shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
11. TERMINATION
Race Space, 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 to Race Space, or if Race Space believes that you have violated or acted inconsistently with the letter or spirit of the Terms. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Race Space 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 Race Space 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 the Terms 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 licences).
12. LINKS
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because Race Space has no control over such websites and resources, you acknowledge and agree that Race Space 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 Race Space 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.
13. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RACE SPACE 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. RACE SPACE 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 QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU, OR EVENTS ATTENDED, THROUGH THE SERVICES, OR THE SERVICES THEMSELVES (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. RACE SPACE IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, RACER, ORGANISER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND RACE SPACE WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT RACE SPACE HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING RACERS, OTHER USERS AND ORGANISERS) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING RACERS AND ORGANISERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Racers, Organisers and/or third parties in connection with the Site or any Services to Race Space. Race Space, in its sole discretion, may investigate the claim and take necessary action.
14. LIMITATION OF LIABILITY
RACE SPACE ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES 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 THESE TERMS, 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 ANY OF THEM HAVE 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 RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND ANY OF THEIR REASONABLE CONTROL. RACE SPACE, ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES 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.
15. RELEASE
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE RACE SPACE, 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 ORGANISERS, RACERS, AND OTHER USERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR ANY EVENTS LISTED THEREON.
16. PRIVACY
All information provided by you or collected by Race Space in connection with the Services is governed by Race Space’s Privacy Policy, a copy of which is located at Privacy tab which is hereby incorporated by reference into the Terms.
17. NOTICE
Notices to you may be made via either email or regular mail to the address in Race Space's records. The Services may also provide notices of changes to the Terms 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 Race Space, C/O Mdp Accountancy Services Llp, 6a High Road, Wood Green, London, United Kingdom, N22 6BX.
18. TRADEMARK INFORMATION
The trademarks, service marks, and logos of Race Space (Race Space Trademarks) used and displayed in connection with the Services are registered or unregistered trademarks or service marks of Race Space. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (Third Party Trademarks, and, collectively with Race Space Trademarks, the Trademarks). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trademark displayed in connection with the Services without the prior written consent of Race Space specific for each such use. The Trademarks may not be used to disparage Race Space, any third party or Race Space's or third party's products or services, or in any manner (in Race Space'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 Race Space approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Race Space Trademark shall inure to Race Space's benefit.
19. GENERAL
19.1 Entire Agreement
The Terms constitutes the entire agreement between you and Race Space and governs your use of the Services as a Racer or user, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Race Space on the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, third party software or the Services in a manner other than as governed by the Terms.
19.2 Complaints Procedure
If you have any question or compliant about the Services, please contact [email protected]
19.3 Severance
Each of the clauses or sub-clauses of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses or sub-clauses will remain in full force and effect.
These terms are governed by and to be interpreted in accordance with the laws of England and in the event of any dispute arising in relation to these Terms or the Services the English courts will have exclusive jurisdiction over such dispute.
RACE SPACE TERMS AND CONDITIONS FOR ORGANISERS
1. ACCEPTANCE OF TERMS
1.1 Overview
The following terms and conditions (Terms) govern all use by you as an Organiser (as defined below) or other user or visitor of (a) the Race Space Limited 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 Race Space Limited (Race Space) for your events, and (c) all Software (as defined below) (the Services). The Services are owned and operated by Race Space. The Services are offered subject to your acceptance without modification of the Terms. BY USING OR ACCESSING ANY PART OF THE SERVICES, YOU AGREE TO ALL OF THE TERMS. IF YOU DO NOT AGREE TO THE TERMS DO NOT USE OR ACCESS THE SERVICES.
1.2 Modification
Race Space reserves the right, at its sole discretion, to modify or replace these Terms at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Services following the posting of any changes to these Terms constitutes acceptance of those changes. If any change to these Terms is not acceptable to you, your sole remedy is to cease accessing, browsing and otherwise using the Services.
2. WHAT IS RACE SPACE?
Race Space provides a means for registered users who are event organisers and planners (Organisers) to manage distance based fitness events, market events, to collect payments with respect to the sale of tickets or merchandise for events, 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 (Racers). Organisers may visit the Site, create an event, fill in details about that event using a number of inputs and technology developed by Race Space , including key event details, pricing, location, mapping, existing Racers, required Racer information, event photos and others allowed by the Software. Payments are all transacted through a PCI Compliant third party payment service method (“Payment Method”). These Terms apply to you and your use of the Services as an Organiser and/or visitor of the Services. For the terms and conditions that applies to you and your use of the Services as a Racer, please see Visitors and Racers Tab.
3. YOUR USE OF THE SERVICES
3.1 The Services
Race Space hereby grants you a non-exclusive, non-transferable, non-sublicensablesub licensable right to access and use the Services, solely for the purposes of creating an event page with respect to promoting, managing, tracking, and receiving Event Registration Fees for, an event that you have registered on the Site in each case (i) in compliance with the Terms, 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 organisation 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; (iv) remove or alter any proprietary notices or labels on or in the Services or Site Content; (v) engage in any activity that interferes with or disrupts the Services; or (vi) engage in any fraudulent activity or activity that facilitates fraud.
3.2 Software
If you are allowed to download or use any Software in connection with the Services, Race Space hereby grants you a personal, non-transferable, non-sublicensablesub licensable, revocable, non-exclusive licence to use the Software solely for your internal use in connection with the Services, and only in accordance with the Terms and the written instructions/directions (if any) provided by Race Space in conjunction with the Software. For purposes of the Terms, "Software" shall mean any and all software that is available on or through the Site or otherwise provided by Race Space. For clarity, the Software will be deemed a part of the "Services" hereunder.
4. PAYMENT
4.1 Overview.
Race Space uses the Payment Method to collect Event Registration Fees. Monetary payments will be made to the Organiser by Just Race as described below.
4.2 Race Space Payment Processing
(a) Payment Process via Payment Method
Race Space will collect all Event Registration Fees on behalf of the Organiser from Racers and deduct all applicable services fees (“Service Fees”) from the Event Registration Fees collected by Race Space. Event Registration Fees less Race Space Service Fees will be held in a segregated client account in the currency of where the event is being organised less the Event Deposit as defined below. The Event Registration Fees will be paid via electronic transfer on a fortnightly basis as advised by Race Space to the Organisers designated account. The Event Deposit will be paid via electronic transfer to the Organisers designated account within seven (720) business days of the successful completion of the event provided that Race Space reserves the right to withhold funds (i) at any time as Race Space 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 these Terms.
The event deposit shall be ten (10) percent or such other percentage as otherwise agreed with Race Space of the Event Registration Fees less any applicable Service Fees (“Event Deposit”).
Organiser agrees that all Event Registration Fees for a given event are earned by Organiser only following the successful 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 outstanding payments shall be made to an Organiser from Race Space with respect to any event that is cancelled.
(b) Refunds
It is the responsibility of the Organiser to communicate its refund policy to Racers and issue refunds to Racers independent of the Race Space Site. Organisers shall ensure its refund policy is consistent with these Terms.
All communications or disputes regarding refunds are between the Organiser and Buyer, and Race Space will not be responsible or liable for, and Organiser hereby agrees to fully indemnify Race Space and its affiliates for, refunds, errors in issuing refunds, or lack of refunds in connection with the Services and / or applicable event. Notwithstanding the foregoing, you acknowledge and agree that Race Space 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 Race Space receives complaints from a substantial number (as determined by Race Space in its sole discretion) of Racers with respect to the applicable event or another event held by Organiser, or Race Space determines in its sole discretion that Organiser has engaged in any fraudulent activity or made any misrepresentations. Further, if one or more Racers request a refund, whether due to a cancelled event or for any other reason where Race Space would reasonably expect to lose a chargeback, Race Space may, in its sole discretion, issue such refund to such Racers, and Organiser shall then owe the amount of such refund to Race Space. Race Space will not be liable to an Organiser for the return of any Services Fees relating to any Event Registration Fees that are subject to a refund or a cancelled event and any such refund of such Service Fees shall be at Race Space sole discretion. Organiser agrees to fully indemnify Race Space and its affiliates for any claims by Racers or third parties for the refund of such Service Fees.
(c) Instalment Plan
As an Organiser, you may set the ability for Racers to accept payments in monthly instalments for Event Entries and Merchandise.
(d) Credit Card Chargebacks.
Any credit card chargebacks initiated by a Buyer for any reason with respect to an event shall be charged back to the Organiser of such event. Race Space at its discretion may deduct any chargebacks from the Event Deposit. Any chargebacks unrelated to fraudulent use of cards may be challenged by Race Space to its payment processors. Race Space will be responsible for any chargebacks, and the Organiser hereby agrees to fully indemnify Race Space and its affiliates for, the value of any chargebacks or costs involved in failed challenges of chargebacks issued in the course of providing the Services.
(e) No Third Party Beneficiary Rights.
Organiser is not a direct party to any agreement with any Race Space payment processing partner used to process payments nor is Organiser a third party beneficiary of any such agreement.
4.3 Non-Exclusive Remedies.
(a) Payment.
Race Space has no governing control over the amounts or frequency of payments made by payment processors under the Payment Method.
In the event that Organiser fails to pay to Race Space any amount owed pursuant to these Terms 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 Organiser to Race Space under these Terms or otherwise, Race Space may, without limiting its other rights and remedies, (i) deduct such amounts from Organiser's outstanding balance, whether for that particular event or for any other event that Organiser lists through the Services; and/or (ii) send an invoice to Organiser for such amounts to the extent Organiser's outstanding balance is insufficient to cover these costs, in which case Organiser shall pay Race Space such invoiced amounts within thirty ten (130) business days after the date of the invoice. If payment for any amounts due to Race Space hereunder are not made by Organiser when due, Race Space reserves the right, in its sole discretion and without limiting its other rights and remedies, to terminate Organiser's registration for the Services (including any and all accounts that Organiser may have) and to cancel all other events listed by Organiser.
(b) Confirmation.
Upon receipt of a credit card authorisation from each individual ticket purchase, Race Space generates a confirmation message and issues a unique confirmation number. You agree to unconditionally accept, honour and fulfil all ticketing commitments that have been confirmed by Race Space through the Services, and it is your responsibility to verify the Racers 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 your receipt of Event Registration Fees and you agree that it is your sole responsibility to, and that you will, remit and report the correct amounts of all such Taxes to the applicable governmental authorities. Race Space 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 Race Space to pay any Taxes attributable to your use of the Services, you agree to promptly and fully reimburse Race Space for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.
(ii) All Event Registration Fees charged by Race Space include any value added taxes (VAT) applicable to the Services and you agree to pay such VAT that are imposed and payable on the Event Registration Fees you receive from Race Space to the appropriate governmental authority.
(iv) Race Space reserves the right to withhold the payment of any amounts owed to you hereunder if Race Space believes in its discretion that it is required to do so by applicable local, state, provincial, national or other law, rule, regulation, judgment or order.
5. YOUR REGISTRATION OBLIGATIONS
To be a registered user of the Services as an Organiser you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site registration form (Registration Data), (b) ensure that no other site presents pricing (excluding fees) as less than what is presented on Race Space and (c) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Race Space has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Race Space has the right to suspend or terminate all of your accounts and refuse any and all of your current or future use of the Services (or any portion thereof). Race Space is concerned about the safety and privacy of all its users, particularly children. For this reason, and to be consistent with the terms of use of our third party payment processor(s), you must be the required legal age in the country in which you reside to purchase and use the Services.
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 Race Space of any unauthorised 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. Race Space 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 unauthorised 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 Race Space shall be the sole arbiter of such dispute in its sole discretion and that Race Spaces decision (which may include termination or suspension of any account subject to dispute) shall be final and binding on all parties.
7. CONTENT
7.1 Site Content
You agree that all material, including without limitation information, data, software, text, design elements, graphics, images and other content (Content), contained in or delivered via the Services or otherwise made available by Race Space in connection with the Services (Site Content) is protected by copyrights, trademarks, service marks, trade secrets or other intellectual property and other proprietary rights and laws. Race Space may own the Site Content or portions of the Site Content may be made available to Race Space through arrangements with third parties. Except as expressly authorized by Race Space 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 Race Space. You shall use the Site Content only for purposes that are permitted by these Terms 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 Race Space a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable (through multiple tiers) right and licence 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 licence, 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. Race Space reserves the right to remove any of Your Content from the Site at any time if Race Space believes in its sole discretion that it does not comply with these Terms. In addition, you agree that Race Space 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 Race Space both on the Site and in marketing and promotional materials.
8. CONDUCT
8.1 Certain Restrictions
Whether you are using the Services as a Race or user, 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 Organisers, Racers or other users. 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;
- impersonate any person or entity 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 the Terms or expressly authorised by Race Space);
- 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)
- 8.2 Remedial Rights
Whether you are using the Services as an Organiser or other user, you acknowledge that Race Space does not pre-screen any Content provided or made available by you or any third party in connection with the Services, but that Race Space 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 Race Space 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 the Terms; (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 Race Space, 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.
9. INDEMNITY
You agree to defend, indemnify and hold Race Space, 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 (Claim) due to or arising out of: your Content; the events listed on the Service; your use of, contribution to or connection with the Service; your violation of the Terms; and/or your violation of any rights of another. Race Space shall provide notice to you of any such Claim, provided that the failure or delay by Race Space in providing such notice shall not limit your obligations hereunder. Race Space reserves the right to assume the exclusive defensedefence 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 Race Space s defensedefence of such matter.
10. ADDITIONAL SERVICES.
Race Space may, upon request, and for such fees as Race Space may establish from time to time in its sole discretion, provide additional services to you beyond the functionality of the Site. All such additional services, whether provided prior to, during or following your event, shall be deemed a part of the Services and subject to these Terms. Such additional services shall be set forth in a written Addendum Agreement to these Terms and shall set forth the Service Fees and the other terms and conditions relating to such additional services.
11. SERVICE MODIFICATIONS AND SUSPENSIONS
Race Space 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. You agree that Race Space shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
12. TERMINATION
Race Space, 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 to Race Space, or if Race Space believes that you have violated or acted inconsistently with the letter or spirit of the Terms. You agree that any termination of your right to use the Services may be effected without prior notice, and acknowledge and agree that Race Space 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 Race Space 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 the Terms 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 licences).
13. LINKS
The Services may provide, or third parties may provide, links to other Internet websites or resources. Because Race Space has no control over such websites and resources, you acknowledge and agree that Race Space 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 Race Space 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.
14. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. RACE SPACE 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. RACE SPACE 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 QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU, OR EVENTS ATTENDED, THROUGH THE SERVICES, OR THE SERVICES THEMSELVES (OR ANY PART THEREOF), WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. RACE SPACE IS NOT RESPONSIBLE AND SHALL HAVE NO LIABILITY FOR THE CONTENT, PRODUCTS, SERVICES, ACTIONS OR INACTIONS OF ANY USER, RACER, ORGANISER OR THIRD PARTY BEFORE, DURING AND/OR AFTER AN EVENT; AND RACE SPACE WILL HAVE NO LIABILITY WITH RESPECT TO ANY WARRANTY DISCLAIMED IN (I) THROUGH (V) ABOVE. YOU ACKNOWLEDGE THAT RACE SPACE HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED, THE TRUTH OR ACCURACY OF ANY USERS' (INCLUDING RACERS, OTHER USERS AND ORGANISERS) CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER (INCLUDING RACERS AND ORGANISERS) TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION. THE FOREGOING DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. Notwithstanding the foregoing, you may report the misconduct of users, Racers, Organisers and/or third parties in connection with the Site or any Services to Race Space. Race Space, in its sole discretion, may investigate the claim and take necessary action.
15. LIMITATION OF LIABILITY
RACE SPACE ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES 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 THESE TERMS, 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 ANY OF THEM HAVE 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 ORGANISER WITH RESPECT TO THE SERVICES, OR (IV) ANY MATTERS BEYOND ANY OF THEIR REASONABLE CONTROL. RACE SPACE, ITS PAYMENT PROCESSING PARTNERS, LICENSORS AND ANY APPLICABLE CARD SCHEMES 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.
16. RELEASE
IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SERVICES, YOU HEREBY AGREE TO RELEASE RACE SPACE, 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 ORGANISERS, RACERS, AND OTHER USERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE SERVICES, OR ANY EVENTS LISTED THEREON.
17. PRIVACY
All information provided by you or collected by Race Space in connection with the Services is governed by Race Space s Privacy Policy, a copy of which is located at Privacy Tab which is hereby incorporated by reference into the Terms.
18. NOTICE
Notices to you may be made via either email or regular mail to the address in Race Space's records. The Services may also provide notices of changes to the Terms 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 Race Space, C/O Mdp Accountancy Services Llp, 6a High Road, Wood Green, London, United Kingdom, N22 6BX.
19. TRADEMARK INFORMATION
The trademarks, service marks, and logos of Race Space (Race Space Trademarks) used and displayed in connection with the Services are registered or unregistered trademarks or service marks of Race Space. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (Third Party Trademarks, and, collectively with Race Space Trademarks, the Trademarks). The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any Trademark displayed in connection with the Services without the prior written consent of Race Space specific for each such use. The Trademarks may not be used to disparage Race Space, any third party or Race Space's or third party's products or services, or in any manner (in Race Space'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 Race Space approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Race Space Trademark shall inure to Race Space's benefit.
20. GENERAL
20.1 Entire Agreement
The Terms constitutes the entire agreement between you and Race Space and governs your use of the Services as an Organiser or user, superseding any prior or contemporaneous agreements, proposals, discussions or communications between you and Race Space on the subject matter hereof. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third party Content, third party software or the Services in a manner other than as governed by the Terms.
20.2 Complaints Procedure
If you have any question or compliant about the Services, please contact [email protected].
20.3 Severance
Each of the clauses or sub-clauses of these Terms operate separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses or sub-clauses will remain in full force and effect.
20.4 Jurisdiction
These terms are governed by and to be interpreted in accordance with the laws of England and in the event of any dispute arising in relation to these Terms or the Services the English courts will have exclusive jurisdiction over such dispute.
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