Terms of Service

1. Definitions

In addition to the terms otherwise defined in this Agreement, the following terms have the definitions below:

1. "Account" shall mean an account with RaceDay to use its Software;
2. "Applicable Law" shall mean the laws to which RaceDay is subject, particularly Regulation (EU) 2016/679 (General Data Protection Regulation - "GDPR"), the California Consumer Privacy Act (the "CCPA"), and other laws as may be applicable from time to time;
3. "Confidential Information" shall mean all information provided by You or Us, whether orally or in writing, which information is designated as or is by its nature not intended to be public;
4. "Data" shall mean anything that You share with us, including Personal Data and Confidential Information, and any data which is publicly available;
5. "Intellectual Property Rights" shall mean copyrights, rights to use, and trademarks, and all other industrial and intellectual property rights, in each case whether registered or unregistered, which currently subsist, or will subsist, now or in the future, in any part of the world;
6. "Personal Data" shall mean any data that can be used to identify an individual (e.g. name, identification number, location data, an online identifier, etc.). This definition includes any equivalent definition in the Applicable Law;
7. "Software" shall mean the software as a service (SaaS) offered by RaceDay consisting of a web application and related services as further described on Our Site;
8. "Site/s" shall mean race.day, in addition to any sub-pages that are integrated within it;
9. "Third Party/ies" shall mean any persons, whether natural or legal, which are neither You nor RaceDay;
10. "Trial Period" shall mean free access provided to You by RaceDay for a limited and established period of time, to the Software;

2. Account Registration, Access and Disclosure

1. To use the Software, You must create an Account by providing RaceDay with all required information and accepting this Agreement. You agree to provide RaceDay with complete and accurate information upon registration.
2. If You use Our Site or Software on behalf of a legal entity (such as Your employer or a client), You represent and warrant that You have the authority to bind that legal entity. If You no longer have this authority, then You shall inform RaceDay and the legal entity shall provide RaceDay with a new authorized representative. RaceDay shall not be held liable should a person without the necessary authorization enter into this Agreement for and on behalf of a legal entity.
3. We reserve the right to access Your Account, the information that You have provided and the Data You have stored with Us for support, maintenance and servicing purposes or for any security-related, technical or billing reasons.
4. Each user of Your Account shall comply with this Agreement and You are responsible for acts or omissions by a user of Your Account in connection with their use of the Software.
5. It is Your responsibility to maintain the confidentiality of Your Account information and passwords and to protect the Personal Data of Your end users when using the Software. You are also responsible for promptly notifying RaceDay of any known or suspected unauthorized use of Your account, or breach of Your Account information. RaceDay will not be liable for any losses or damages that You may incur as a result of someone else using Your username or password, either with or without Your knowledge, unless RaceDay has caused such losses or damages intentionally or with gross negligence.

3. Subscription Term

1. We offer several different subscription plans for Our Software (the "Subscription Plan"). Information about Our Subscription Plans can be found on Our Site. Fees quoted on Our Site do not include taxes that may be applicable in Your jurisdiction. For additional information on Our Subscription Plans, please Contact Us. You may upgrade or downgrade Your Subscription at any time during Your Subscription Term, upon which We will apply the respective fees on a pro-rata basis.
2. Trial Period: At the end of the Trial Period, You will be prompted to enter Your payment details if You have not already done so. If You've already updated Your payment method You will be automatically charged on the date shown on the billing section associated with Your Account.
3. Renewal Term: Unless the owner of Your Account upgrades or downgrades Your Subscription Plan, You will be enrolled into an automatic renewing cycle for the same term at the conclusion of the Subscription Term (the "Renewal Term"). This applies to all Subscription Plans involving payment including monthly and annual renewals.

4. Data Processing

1. By using Our Software, You may process information that qualifies as Personal Data of Your end users and/or other protected information under the laws applicable to You and We may process Account Data in accordance with Our Privacy Policy and Your documented instructions. You shall be solely and exclusively responsible for the lawfulness of the processing of such Personal Data of Your end users and other protected information. This includes obtaining any consent that You are legally or contractually required to obtain from Your end users/customers.
2. You and RaceDay agree that You are the Controller of Personal Data processed under this Agreement, that RaceDay is the Processor and/or Service Provider and may process Personal Data on Your behalf.
3. You shall comply with all laws applicable to the Processing of Personal Data by You in connection with the use of Our Software. For clarity, this includes any processing You carry out after exporting or downloading Personal Data from the Software and subsequently using it for Your business purposes. Failure to comply may result in the termination of Your Account.

5. Technical and Organizational Measures

RaceDay establishes data security in accordance with the Applicable Laws. The measures to be taken must be designed to guarantee a protection level appropriate to the risk concerning confidentiality, integrity, availability, and resilience of the systems. RaceDay implements appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including encryption, access controls, and regular security assessments.

6. Intellectual Property Rights

All Intellectual Property Rights in and to the Software, Site, and any materials provided by RaceDay remain the exclusive property of RaceDay and its licensors. You are granted a limited, non-exclusive, non-transferable license to use the Software solely for Your internal business purposes in accordance with this Agreement.

7. Payment Terms

1. You agree to pay all fees associated with Your Subscription Plan in accordance with the pricing terms set forth on Our Site or as otherwise agreed in writing.
2. All fees are due in advance for the Subscription Term. If You fail to pay any fees when due, RaceDay may suspend or terminate Your access to the Software.
3. All fees are non-refundable except as required by law or as otherwise specified in this Agreement.

8. Acceptable Use

You agree not to use the Software to:

• Violate any applicable laws, regulations, or third-party rights;
• Transmit any malicious code, viruses, or harmful data;
• Attempt to gain unauthorized access to the Software or any related systems;
• Interfere with or disrupt the integrity or performance of the Software;
• Use the Software for any illegal or unauthorized purpose;
• Reverse engineer, decompile, or disassemble the Software;
• Remove or alter any proprietary notices or labels on the Software.

9. Termination

1. Either party may terminate this Agreement at any time with or without cause, subject to the terms of Your Subscription Plan.
2. Upon termination, Your right to access and use the Software will immediately cease. RaceDay may delete Your Account and Data after a reasonable period following termination.
3. Sections of this Agreement that by their nature should survive termination will survive, including but not limited to intellectual property rights, confidentiality, indemnification, and limitation of liability.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RACEDAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SOFTWARE.

RACEDAY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT YOU PAID TO RACEDAY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless RaceDay, its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Software;
• Your violation of this Agreement;
• Your violation of any third-party rights;
• Your processing of Personal Data in connection with Your use of the Software.

12. Governing Law and Dispute Resolution

This Agreement is governed by and construed in accordance with applicable laws. Any dispute or claim arising out of or in connection with this Agreement or its subject-matter shall be resolved through good faith negotiations. If such negotiations fail, disputes shall be resolved through binding arbitration or in a court of competent jurisdiction, as applicable.

13. Severability

If any provision of this Agreement is found, by any court having competent jurisdiction, to be unenforceable, the other provisions of this Agreement shall remain in effect to the maximum extent possible.

14. Entire Agreement

This Agreement, together with the Privacy Policy and any other referenced documents, constitutes the entire agreement between You and RaceDay regarding the use of the Software and supersedes all prior agreements and understandings.

Disclaimer

THE MATERIALS CONTAINED ON AND IN THE RACEDAY SITE AND SOFTWARE ARE PROVIDED "AS IS". OTHER THAN FOR THE EXPRESS WARRANTIES OF THIS AGREEMENT, RACEDAY HEREBY MAKES NO FURTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER VIOLATION OF RIGHTS. FURTHER, RACEDAY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE MATERIALS ON ITS SITE OR SOFTWARE, OR OTHERWISE RELATING TO SUCH MATERIALS OR ON ANY THIRD PARTY SITES OR SOFTWARE LINKED TO WITHIN OUR SITE OR SOFTWARE OR THAT THE SOFTWARE WILL BE ERROR-FREE OR PROVIDE CERTAIN RESULTS.

Contact Information

RaceDay welcomes your questions or comments regarding this Terms of Service. If you believe that RaceDay has not adhered to this Statement, please contact RaceDay at: