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Please record your account information for your future reference:


Your new Web Site Address: http://www.circletech.ca/
Your Administration Web Site: http://www.circletech.ca/admin
Your Administration Username: nfotowat
Password: nami1234

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This Terms of Purchase, Use and License Agreement and Disclaimer of Liability (referred to as
"this Agreement") is a legal contract between (i) iSpeedway, Inc., a Nevada corporation (referred
to as "we" or "us" or "Provider"), and (ii) you and your principals as described below (referred to
as "you" or "Customer"). References in this Agreement to "iSpeedway" means the software and
related technology and content, and the products, services, information and other items, as they
may be modified from time to time, provided by Provider, affiliates of Provider or other third-
parties, as described in this Agreement, through or in connection with the iSpeedway offering
provided through the iSpeedway web site which is currently available at http://ispeedway.com/.

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(a) Provider Products. This Agreement sets forth terms relating to the following: (i) your
purchase of access to the iSpeedway offering; (ii) your rights and obligations relating to
any iSpeedway starter package provided to you ("iSpeedway Package" as further defined
below); (iii) your purchase from us and use of the basic iSpeedway online subscription
web services (i.e., online web site creation and management tools, customer web site
hosting services and related features) which are provided by us ("Basic iSpeedway
Online Services") in connection with iSpeedway; (iv) your purchase from us of any
additional products or services sold by us in connection with iSpeedway; (v) your use of
any additional products or services that are either sold or provided by us in connection
with iSpeedway except to the extent the terms of use applicable to such products and
services are established with our permission by another person involved in such sale or
provision; and (vi) such other matters as are described in this Agreement. Additional
products or services sold or provided by us are referred to in this Agreement collectively
as "Additional Provider Products". Basic iSpeedway Online Services Additional Provider
Products are referred to in this Agreement collectively as "Provider Products". Certain
Provider Products are subject to additional terms as provided by Provider, posted online
on the iSpeedway Web Site, or otherwise made available by Provider ("Additional
Provider Terms"). All applicable Additional Provider Terms are hereby incorporated
herein.

(b) Related Company Products. As described further in Section 3 of this Agreement,


certain affiliates of Provider ("Related Companies") are involved in selling or providing
products or services in connection with iSpeedway and/or are involved in supporting
aspects of iSpeedway with our permission. Products and services that are sold by Related
Companies in connection with iSpeedway, or that are provided by Related Companies in
connection with iSpeedway where the Related Company establishes the terms of use, are
referred to in this Agreement as "Related Company Products". Your purchase of Related
Company Products from a Related Company shall be governed by the terms of purchase
established by such Related Company. Your use of Related Company Products where the
Related Company establishes the terms of use shall be governed by the terms of use
established by such Related Company. Certain terms of this Agreement, such as
disclaimers and limitations, apply to Related Company Products as specified in such
terms. Any applicable terms established by a Related Company ("Related Company
Terms") will be either provided by such Related Company, posted online on the
iSpeedway Web Site, or otherwise made available. By purchasing or using Related
Company Products, you agree to be bound by all Related Company Terms, including any
applicable privacy policies of such applicable Related Companies.

(c) Third-Party Products. As described further in Section 3 of this Agreement, certain


third-party providers of products and services who are not affiliates of Provider ("Third-
Party Vendors") are involved in selling or providing products or services in connection
with iSpeedway and/or are involved in supporting aspects of iSpeedway. References to
"Third-Party Vendors" in this Agreement only apply to third-parties who are involved
with iSpeedway with our permission. Products and services that are sold by Third-Party
Vendors in connection with iSpeedway, or that are provided by Third-Party Vendors in
connection with iSpeedway where the Third-Party Vendor establishes the terms of use,
are referred to in this Agreement as "Third-Party Products". Your purchase of Third-Party
Products from a Third-Party Vendor shall be governed by the terms of purchase
established by such Third-Party Vendor. Your use of Third-Party Products where the
Third-Party Vendor establishes the terms of use shall be governed by the terms of use
established by such Third-Party Vendor. Certain terms of this Agreement, such as
disclaimers and limitations, apply to Third-Party Products as specified in such terms. Any
applicable terms established by a Third-Party Vendor ("Third-Party Terms") will be
provided by such Third-Party Vendor or otherwise made available. By purchasing or
using Third-Party Products, you agree to be bound by all applicable Third-Party Terms,
including any applicable privacy policies of such Third-Party Vendors.

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(a) Acts of Acceptance. Using an iSpeedway Package or any other aspect of iSpeedway
in any manner, not cancelling your subscription to iSpeedway prior to the expiration of
any applicable Trial Period as provided below, or other action signifying acceptance of
the terms of this Agreement, constitutes acceptance of the terms of this Agreement
(including all applicable Additional Provider Terms) by you and by persons on whose
behalf or for whose benefit you are acting ("Principals"). Unless otherwise specified,
references to "you" or "Customer" in this Agreement shall also refer to your
Principals.rovision; and (vi) such other matters as are described in this Agreement.
Additional products or services sold or provided by us are referred to in this Agreement
collectively as "Additional Provider Products". Basic iSpeedway Online Services
Additional Provider Products are referred to in this Agreement collectively as "Provider
Products". Certain Provider Products are subject to additional terms as provided by
Provider, posted online on the iSpeedway Web Site, or otherwise made available by
Provider ("Additional Provider Terms"). All applicable Additional Provider Terms are
hereby incorporated herein.

(b) Use Requires Acceptance. Only persons who accept the terms of this Agreement and
all applicable Related Company Terms and Third-Party Terms (collectively "Applicable
Terms") may use iSpeedway and related products and services. If you do not intend to
accept all such Applicable Terms, you must cancel your subscription to iSpeedway prior
to the expiration of any applicable Trial Period and refrain from using iSpeedway and
related products and services in any manner. additional terms as provided by Provider,
posted online on the iSpeedway Web Site, or otherwise made available by Provider
("Additional Provider Terms"). All applicable Additional Provider Terms are hereby
incorporated herein.

(c) Effect of Acceptance. By accepting this Agreement, you agree to comply with the
terms of this Agreement, along with all other Applicable Terms, and acknowledge that
this Agreement provides for various disclaimers and limitations as set forth below. In
connection with accepting this Agreement, you represent and warrant that (i) you are 18
years of age or older (or otherwise of the age of majority required to enter into a binding
contract if higher than 18); and (ii) you are authorized to enter into this Agreement and
bind your Principals to the terms of this Agreement and all other Applicable Terms.

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(a) Purchase of iSpeedway Program. In the event your purchase of access to the
iSpeedway offering is accompanied by a trial period during which you have the right to
cancel your subscription to iSpeedway without incurring charges for Basic iSpeedway
Online Services ("Trial Period") and/or an introductory period during which your
purchase of access to the iSpeedway offering entitles you to Basic iSpeedway Online
Services without additional charge ("Introductory Period"), the terms described in this
Agreement, including this Section 3, apply along with all other Applicable Terms. Your
purchase of access to the iSpeedway offering may be accompanied by a physical
iSpeedway Package that was shipped to you ("Physical Package") or an electronic
package that was provided to you online, via email or otherwise ("Electronic Package").
References in this Agreement to "iSpeedway Package" apply to both Physical Packages
and Electronic Packages additional terms as provided by Provider, posted online on the
iSpeedway Web Site, or otherwise made available by Provider ("Additional Provider
Terms"). All applicable Additional Provider Terms are hereby incorporated herein.
(i) Grant of License and Related Terms. Conditioned on your acceptance of and
compliance with all Applicable Terms, you are granted (i) a license to use the
iSpeedway Package that was provided to you, (ii) the right to use the Basic
iSpeedway Online Services during the Trial Period and/or Introductory Period, as
applicable, that was communicated to you in connection with your purchase of
access to the iSpeedway offering, (iii) the right to continue to use the Basic
iSpeedway Online Services after the applicable Trial Period and/or Introductory
Period, as applicable, subject to payment of applicable fees. For Physical
Packages, the license certificate that accompanies such package will set forth the
applicable Trial Period and/or Introductory Period. For Electronic Packages, the
confirmation email that accompanies your purchase will set forth the applicable
Trial Period and/or Introductory Period. For Physical Packages, the Trial and
Introductory Periods begin on the iSpeedway Package shipment date as set forth
on the license certificate that accompanies the package. For Electronic Packages,
the Trial and Introductory Periods begin on the date of purchase.

(ii) Subscription, Account Activation. Your purchase of the iSpeedway offering


constitutes your subscription to iSpeedway. As described further below, online
activation of your iSpeedway account at the iSpeedway Web Site is required to
obtain access to the Basic iSpeedway Online Services and is necessary to access
certain Additional Products that you may have purchased. Your subscription to
iSpeedway will automatically renew unless you cancel your subscription in
accordance with Section 5 of this Agreement.

(iii) Return of Physical Package. In the event you were provided a Physical
Package that is accompanied by a Trial Period and you are not satisfied with
iSpeedway, you may return the Physical Package within the applicable Trial
Period by following the return instructions posted at http://returns.ispeedway.com.
You must follow the posted return instructions for the return to be valid. Upon our
confirmation of a valid return, your obligation to pay for the iSpeedway
subscription will terminate. As communicated to you at the time you purchased
access to the iSpeedway offering, any other amounts, including amounts paid for
shipping and handling charges and for any upgrades, are non-refundable.

(b) Basic iSpeedway Online Services. Subject to the terms of this Agreement including
the fee and payment terms described in Section 5, activation of your iSpeedway account
provides online access to the Basic iSpeedway Online Services. You acknowledge and
agree that the Basic iSpeedway Online Services and other aspects of iSpeedway are
subject to modification as described further in Section 6.

(c) Additional Products. Subject to applicable fees and other applicable terms, iSpeedway
customers are eligible to purchase certain products and services in addition to the Basic
iSpeedway Online Services, including Additional Provider Products, Related Company
Products, and/or Third-Party Products. Additional Provider Products, Related Company
Products, and Third-Party Products are referred to in this Agreement collectively as
"Additional Products". Although certain Additional Products may be helpful or necessary
to allow Customer to access certain features of iSpeedway, Customer has no obligation to
purchase such Additional Products.

(d) Support. Access to certain informational materials and certain customer support
accompanies iSpeedway. It is acknowledged and agreed that such information does not
constitute legal, accounting, tax or other professional advice. It is the Customer's
responsibility to obtain legal, accounting, tax and other professional advice as determined
by Customer to be appropriate. The availability of customer support may vary. Certain
additional informational materials and support may be made available by Provider at a
price established by Provider and otherwise on terms established by Provider.

(e) Customer Requirements. To take full advantage of the various rights that accompany
a subscription to iSpeedway, you are responsible for having certain items including
certain equipment (e.g., a computer meeting minimum requirements and a modem),
certain services (e.g., Internet access), and an acceptable instrument of payment (e.g., a
valid credit card). You must continue to subscribe to the Basic iSpeedway Online
Services to maintain a web site on iSpeedway ("Customer Site") and have access to
various other iSpeedway products/services.

(f) Third-Party Permissions. You are responsible for obtaining any third-party licenses or
other permissions necessary in connection with creating and maintaining your Customer
Site and as otherwise necessary in connection with your use of iSpeedway, including
those permissions required by copyright, trademark, trade secret and patent and other
intellectual property laws.

(g) Certain Restrictions. Certain technical and other restrictions apply to the use of
iSpeedway. For example, data storage restrictions limit the size of your Customer Site.
There are restrictions on the size of emails that may be sent and on the number of emails
that may be received and stored. Efforts to control spamming may result in certain
emails, including legitimate emails, being blocked. There may be restrictions on the
number of times that Customer's account may be accessed in a particular time period. As
further described in Section 13, Provider shall have no liability relating to such
restrictions.

(h) Domain Name Registration. The Basic iSpeedway Online Services allow you to use a
subdomain name as the address for your Customer Site (e.g.,
www.customersite.ispeedway.com). In the event you purchase your own domain name
with a top level domain extension such as the .com extension ("Primary Domain Name")
through iSpeedway, such purchase and use shall be governed by the terms set forth herein
(including the disclaimers and limitations) and by other applicable terms which may be
provided in connection with such registration. By registering a Primary Domain Name,
you agree to all such additions terms including the terms of the Registration Agreement
established by the registrar for the Primary Domain Name which will be posted on the
iSpeedway Web Site and/or on the domain name registrar's web site or otherwise made
available.
(i) Custom Web Site Design Services. In the event you are provided any custom web site
design services or other design services in connection with iSpeedway, such services
shall be governed by the terms set forth herein (including the disclaimers and limitations)
and by other applicable terms which may be provided in connection with such design
services or otherwise made available.

(j) Terms Applicable to Offline Software. In the event you are provided offline access to
software either via download, CD-ROM or otherwise ("Offline Software"), such access
shall be governed by the terms set forth herein (including the disclaimers and limitations)
and by other applicable terms which may be provided in connection with such access or
otherwise made available.

(k) Additional Terms Applicable to Additional Products. Additional Products beyond


those specifically listed in this Agreement are governed by the terms set forth in this
Agreement (including the disclaimers and limitations) to the extent provided in this
Agreement, and by other Applicable Terms.

(l) Related Companies. You acknowledge and agree that Provider is not responsible for
any Related Company Products to the extent sold by a Related Company or to the extent
provided by a Related Company where the Related Company establishes the terms of use,
or for any acts or omissions of Related Companies. Although certain Related Company
Products may be co-branded with the brands of Provider, the actual sellers and providers
of such products/services are solely responsible for such products/services. Related
Companies have no authority to act on behalf of or bind Provider or Provider vendors,
agents and affiliates (as defined in Section 14 of this Agreement). Provider shall not be
construed to be a party to any transactions that may be entered into between you and
Related Companies.

(m) Third-Party Vendors. You acknowledge and agree that Provider is not responsible for
any Third-Party Products to the extent sold by a Third-Party Vendor, or to the extent
provided by a Third-Party Vendor where the Third-Party Vendor establishes the terms of
use, or for any acts or omissions of Third-Party Vendors. Although certain Third-Party
Products may be co-branded with the brands of Provider or Related Companies, the
actual sellers and providers of such products/services are solely responsible for such
products/services. Third-Party Vendors have no authority to act on behalf of or bind
Provider or Provider vendors, agents and affiliates. Provider shall not be construed to be a
party to any transactions that may be entered into between you and Third-Party Vendors.

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(a) Illegal Conduct Prohibited. You agree not to violate, directly or indirectly, applicable
laws in connection with operating your Customer Site or otherwise using iSpeedway.
You are responsible for ascertaining the requirements of applicable laws and complying
with such laws. Examples of illegal conduct include the following: (i) posting any content
that is illegal in the location at which the content is posted or received; (ii) infringing or
otherwise violating any copyright, trademark, trade secret, patent or other intellectual
property right of any third-party; (iii) making, posting or distributing statements that are
libelous or defamatory; (iv) invading the privacy of third-parties or otherwise failing to
comply with applicable privacy laws; (v) promoting, soliciting or otherwise participating
in illegal pyramid schemes or illegal sweepstakes, raffles, lotteries, contests or gambling
activities; (vi) promoting, selling or otherwise providing illegal products or services; (vii)
promoting, selling or otherwise providing pirated computer programs or pirated music or
movies; (viii) promoting, selling or otherwise providing illegal drugs or illegal drug
paraphernalia; (ix) promoting or making illegal sales of alcohol, firearms or other
weapons; (x) promoting, selling or otherwise providing sexually-oriented products or
services that are obscene or otherwise illegal; (xi) promoting, selling or otherwise
providing worms, trojan horses, computer viruses or other harmful code or devices, or
using or distributing programs designed to "nuke" or otherwise create attacks against a
third-party web site, Internet service provider or other person; (xii) advocating,
promoting or otherwise encouraging or assisting violent activities or activities that cause
physical harm.

(b) Offensive Conduct Prohibited. You agree not to engage, directly or indirectly, in any
offensive conduct in connection with operating your Customer Site or otherwise using
iSpeedway. Offensive conduct includes conduct that is inconsistent with local standards
in your community or that reflects negatively on iSpeedway, Provider or Provider
vendors, agents and affiliates. Examples of offensive conduct include the following: (i)
posting, promoting, selling or otherwise providing lewd, lascivious or sexually explicit
materials, products or services; (ii) posting, promoting, selling or otherwise providing
materials, products or services that contain blatant expressions of bigotry, prejudice,
racism, hatred or excessive profanity; (iii) posting harrassive materials or otherwise
engaging in harrassive conduct; (iv) posting material or otherwise engaging in conduct
that ridicules, disparages or otherwise discredits iSpeedway, Provider or Provider
vendors, agents and affiliates.

(c) Dangerous Activities Prohibited. You agree not to engage, directly or indirectly, in
any activities in connection with operating your Customer Site or otherwise using
iSpeedway that involve a significant risk of serious injury or damage to persons,
property, environment or business.

(d) Data Harvesting and Access to Other Customer Sites Prohibited. You agree not to,
directly or indirectly, attempt to harvest or compile any data contained on the iSpeedway
Web Site, the customer sites of others, or otherwise related to iSpeedway. You further
agree not to use any such data except as necessary to operate your Customer Site in
accordance with this Agreement and as otherwise expressly authorized by this
Agreement. You agree not to, directly or indirectly, attempt to use or access the customer
sites of others, the passwords for such customer sites, or other information relating to
other customers.

(e) Determination of Violation. Provider shall have the right to determine in its sole
discretion whether the requirements of this Section or other terms of this Agreement are
being violated and to take such actions as Provider deems necessary or appropriate to
remedy such violation including restriction or termination of Customer's rights to use
some or all aspects of iSpeedway in accordance with Section 10 of this Agreement.
However, Provider assumes no obligation to make any such determination or take any
particular action.

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(a) Fees and Payment Terms. The fees and payment terms for the Basic iSpeedway
Online Services, and for certain Additional Products, are set forth in one or more fee
schedules, which may be modified from time to time, ("Fee Schedule") which will be
posted on the iSpeedway Web Site, sent to you by email, or otherwise made available.
You agree to pay when due such fees as provided in the applicable Fee Schedule and in
accordance with this Agreement. The fees and other terms set forth in the Fee Schedule
are subject to change in the same manner as the terms of this Agreement are subject to
change as described in Section 6 below. Provider may act as a collection agent for
Related Companies or Third-Party Vendors, or vice versa, with respect to the collection
of fees and other amounts relating to iSpeedway.

(b) Means of Payment. You are required to provide your credit card information (or other
payment instrument accepted by Provider) for payment. All charges that you incur in
connection with iSpeedway will be charged to the credit card (or other acceptable
payment instrument) that you provide. If payment is not received from the card issuer or
other payment provider, you agree to pay Provider all amounts due on demand plus
interest and expenses as provided in Section 5 below. You hereby authorize Provider to
take all actions determined by Provider to be necessary or desirable to validate and
charge your credit card or other payment instrument and otherwise obtain payment. Each
credit card or other payment instrument that you provide in connection with the
iSpeedway Offering may be kept on file by Provider. In the event you provide more than
one credit card or other payment instrument, you hereby authorize Provider to charge any
credit card or other payment instrument on file with Provider as Provider deems
necessary to obtain payment for ongoing fees as referenced below in Section 5(e).

(c) Late Payment and Non-Payment. You acknowledge and agree that if payment of all
amounts due from you relating to iSpeedway is not received on a timely basis, your rights
to use iSpeedway may be restricted or terminated as further described in Section 10 of
this Agreement. Late payment is also subject to late charges as may be set forth in the
applicable Fee Schedule. If Customer, without justification, disputes charges for any
iSpeedway products/services directly with a credit card issuer or other third-party
resulting in a "chargeback" or "stop payment" or other form of payment reversal,
Customer will be subject to having his or her rights to use iSpeedway restricted or
terminated in accordance with Section 10 of this Agreement. If a Customer wishes to
have his or her rights reinstated after restriction or termination, such reinstatement will be
subject to Provider's approval and payment of all applicable reinstatement fees as may be
described in the applicable Fee Schedule. Please note that in the event that we are not
able to collect any payment billed to your credit card, you could be charged a fee in an
amount determined by applicable state law. If for some reason you would like to pay in
full at any time, you can do so without penalty.
(d) Automatic Renewal; Cancellation. Upon expiration of the Trial Period and, if
applicable, expiration of the Introductory Period that accompanied your purchase of
access to the iSpeedway offering, your subscription to iSpeedway will automatically
renew unless you cancel your subscription prior to the expiration of such period(s). If you
want to cancel your subscription to iSpeedway, you must follow the applicable
cancellation instructions set forth at http://support.ispeedway.com/ or otherwise made
available. You acknowledge and agree that, if you cancel your subscription to
iSpeedway, you may not be able to use certain iSpeedway products/services that you
have purchased. Certain other iSpeedway products/services may be subject to automatic
renewal unless cancelled by following the applicable cancellation instructions set forth at
http://support.ispeedway.com/ or otherwise made available.

(e) Ongoing Fees. If you do not cancel your subscription to iSpeedway prior to the
expiration of the applicable Trial Period and, if applicable, expiration of the Introductory
Period, you will be responsible for all applicable ongoing fees for iSpeedway
products/services that you have signed up for and you will be billed for those fees in
accordance with the applicable Fee Schedule and this Agreement and any other
applicable terms. The credit card or other instrument of payment that you provide will be
billed for such iSpeedway products/services, and you hereby agree to such billing and
authorize us to take all lawful actions to obtain payment if such billing is not honored for
any reason (including those actions described in Section 5(b) of this Agreement such as
charging other credit cards or other payment instruments on file with Provider as
Provider deems necessary to obtain payment for ongoing fees).

(f) Unauthorized Use of Credit Card or Account. You agree to notify Provider
immediately in writing if you suspect unauthorized use of your credit card or other
payment instrument, or of your iSpeedway password, or if you suspect any other
unauthorized activity relating to your iSpeedway account. You acknowledge and agree
that you are responsible for any activity that occurs through your iSpeedway account.

(g) Responsibility for Taxes. You acknowledge and agree that you are responsible for
compliance with all applicable tax laws. You agree to promptly pay any taxes, including
personal property taxes or sales taxes, transaction privilege taxes, excise taxes, use taxes,
value added taxes or similar taxes and charges, that you are obligated to pay under
applicable law in connection with your activities.

(h) Collection Costs. You agree to pay to Provider on demand all attorney and collection
fees, court costs and other expenses arising from any effort of Provider to collect any
amounts due from you. You further agree that all such amounts shall, in addition to all
applicable late charges, bear interest at a rate of 1.5% per month or partial month
overdue, or the highest interest rate permitted by applicable law if such rate is lower than
1.5% per month.

(i) Billing Questions. Any questions regarding billing should be directed to iSpeedway
Support by email at the following address: support@ispeedway.com.
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(a) Modification of iSpeedway. Provider may from time to time discontinue or otherwise
modify (temporarily or permanently) any or all aspects of iSpeedway. Provider will
engage in efforts, as are determined by Provider to be appropriate in its sole discretion, to
give notice of any modification of iSpeedway that affects your Customer Site in a
materially adverse manner. Provider may, in its sole discretion, provide such notice by
posting it on the iSpeedway Web Site, by sending you an email, by putting a popup
notice on your screen when you access iSpeedway, by sending you a letter, or otherwise.
Your use of iSpeedway after the effective date of a modification constitutes your
acceptance of the modification. If you are dissatisfied with any modification of
iSpeedway, you have the right to terminate your subscription to iSpeedway in accordance
with Section 10 which shall be your exclusive remedy.

(b) Modification of Terms of Agreement. Provider may from time to time modify the
terms of this Agreement. Provider will give notice of such modifications by posting a
modified version of this Agreement on the iSpeedway Web Site. Provider will give notice
of changes to applicable fees by posting or otherwise making available a modified
version of the applicable Fee Schedule. Provider may, in its sole discretion, supplement
such notice by sending you an email, by putting a popup notice on your screen when you
access iSpeedway, by sending you a letter, or otherwise. You agree to review this
Agreement from time to time and comply with any modifications. Your use of iSpeedway
after the effective date of a modification of applicable terms constitutes your acceptance
of the terms as modified. If you are dissatisfied with any modification of applicable
terms, you have the right to terminate your subscription to iSpeedway in accordance with
Section 10 which shall be your exclusive remedy.

(c) Limitation of Availability of iSpeedway. The availability of the iSpeedway Web Site,
your Customer Site and other aspects of iSpeedway is subject to periodic downtime for
maintenance and is further subject to interruption due to failure of telecommunication
links and Internet infrastructure, viruses, third-party attacks, and other causes beyond
Provider's control. You acknowledge and agree that Provider shall not be responsible for
any interruptions of the availability of iSpeedway. If you are dissatisfied with the
availability of iSpeedway, you have the right to terminate your subscription to iSpeedway
in accordance with Section 10 which shall be your exclusive remedy.

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(a) Requested Customer Site Changes. You authorize Provider to make changes to your
Customer Site to address issues that you bring to the attention of Provider through
customer support, email or otherwise, as determined by Provider to be appropriate in its
sole discretion.

(b) Customer Site Changes by Provider. Provider reserves the right (but assumes no
obligation) to make changes to your Customer Site or to require you to make changes to
your Customer Site as determined by Provider in its sole discretion to be necessary to
prevent a breach of this Agreement or avoid a violation of other applicable restrictions.
For example, Provider may have to make changes to your Customer Site to avoid
violations of third-party rights that Provider receives notice of in accordance with the
third-party complaint and notice policy described in Section 9 of this Agreement. If
determined by Provider to be appropriate, Provider shall first request that you make the
changes or give you notice of changes that are anticipated to be made, or that have been
made, by Provider but you acknowledge that Provider has no obligation to make such
request or give such notice.

(c) Sole Remedy for Customer Site Changes. If you are dissatisfied with any changes to
your Customer Site, you have the right to terminate your subscription to iSpeedway in
accordance with Section 10 which shall be your exclusive remedy.

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(a) Privacy Policy. Treatment of any personal information collected by Provider is


described in Provider's Privacy Policy, which is currently available at
http://support.ispeedway.com/. Provider's Privacy Policy constitutes a statement of
Provider's practices which are subject to change, and in the event of any conflict between
this Agreement and Provider's Privacy Policy, this Agreement shall control regarding
Provider's obligations.

(b) Security. iSpeedway uses sophisticated technology to protect the security of


information that you provide in connection with your use of iSpeedway. Nevertheless,
Provider cannot guarantee the security of any information provided by or on behalf of
you, and Provider shall not be responsible for a loss, improper access to, or other
compromise of, your information as further described in Section 13. You are responsible
for maintaining the security of your passwords and other access keys relating to your use
of iSpeedway.

(c) Customer Information. Subject to any requirements of applicable law, you hereby
authorize Provider to use all information relating to you as determined by Provider to be
necessary or appropriate for Provider to exercise its rights and fulfill its obligations under
or relating to this Agreement or otherwise provide iSpeedway. You further authorize
Provider to refer to you and your Customer Site in connection with marketing and
otherwise promoting iSpeedway.

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(a) Responsibility for Customer Activities. You acknowledge and agree that you are
solely responsible for the content of your Customer Site and the activities that you
conduct through your Customer Site or otherwise. You further acknowledge and agree
that you are subject to liability if your Customer Site includes illegal content, or is used
for illegal activities, or if you otherwise violate applicable laws. Provider does not verify,
vouch for or otherwise endorse, and is not responsible for, the content of any Customer
Site or any activities conducted through any Customer Site or otherwise conducted by
Customer or Customer vendors, agents and affiliates. In particular, Provider is not
responsible for the delivery, quality or other aspects of any products or services
promoted, sold or otherwise provided by Customer or by Customer vendors, agents and
affiliates through Customer Sites or otherwise. You acknowledge that you are also
responsible for obtaining your own professional advice, including legal, tax and
accounting advice, and that in the event we provide any sample sales forms or other
materials or information, we have no responsibility for the accuracy or validity of such
materials or information as further described in Section 13.

(b) Notice of Independent Operations. You agree to conspicuously post the following
statement on your Customer Site: "This web site is independently owned and operated by
[insert name of owner]." You further agree that Provider may post, or require you to post,
other statements or notices on your Customer Site or elsewhere as determined by
Provider to be necessary or appropriate to clarify the relationship between Provider,
Customer and third-parties, or to otherwise protect the rights of Provider and third-
parties.

(c) Reporting Violations of Third-Party Rights. Although Provider assumes no obligation


to prescreen or monitor the content or activities of customers or customer sites, Provider
may decide in its sole discretion to investigate allegations of a violation of intellectual
property or other third-party rights brought to the attention of Provider in accordance
with the third party complaint and notice policy posted on the iSpeedway Web Site.
Allegations must be accompanied with sufficient substantiation of the alleged violation as
described in such policy. If you believe that any content or other aspects of the
iSpeedway Web Site, customer sites or iSpeedway violate the rights of others, you should
provide notice to Provider in accordance with such policy. The rights of iSpeedway
customers who violate the rights of third-parties in connection with their use of
iSpeedway are subject to immediate termination pursuant to Section 10 of this
Agreement.

10.c !""c#c""cc&!c "*!

(a) Restriction and Termination of Customer Rights by Provider.

(i) Restriction and Termination for Cause. Provider may at any time, with or
without notice to you, restrict or terminate your rights to use iSpeedway in whole
or in part (but assumes no obligation to do so) if cause exists as determined by
Provider in its sole discretion. Examples of cause include the following
circumstances: (i) restricting or terminating your use of iSpeedway is necessary
for security reasons or otherwise for the proper continued operation of iSpeedway
as a whole; or (ii) your use of iSpeedway is not for legitimate purposes; or (iii)
your use of iSpeedway violates any applicable laws; or (iv) your use of
iSpeedway violates any third-party rights; or (v) you have otherwise breached this
Agreement or any other obligations to Provider or its vendors, agents and
affiliates. In the event that your use of iSpeedway is restricted under this Section
and the restrictions are not satisfactory to you, your sole remedy shall be to
terminate your subscription in accordance with Section 10(b) below.
(ii) Restriction and Termination for Convenience. Provider may at any time with
reasonable notice to you, restrict or terminate your rights to use iSpeedway in
whole or in part for Provider's convenience. Thirty (30) days notice shall be
deemed to be reasonable notice, provided that Provider may restrict or terminate
inactive iSpeedway accounts (e.g., accounts that have not been accessed within
one hundred and twenty (120) days) without notice. In the event that your use of
iSpeedway is restricted under this Section and the restrictions are not satisfactory
to you, your sole remedy shall be to terminate your subscription in accordance
with Section 10(b) below.

(iii) Restriction and Termination Due To Payment Problems. Provider may at any
time, with or without notice to you, restrict or terminate your rights to use
iSpeedway in whole or in part, if the credit card (or other payment instrument)
that you provide to Provider expires, or if Provider is unable to charge valid
charges to that credit card (or other payment instrument), or if you otherwise fail
to make payments due to Provider hereunder. In the event that your use of
iSpeedway is restricted under this Section and the restrictions are not satisfactory
to you, your sole remedy shall be to terminate your subscription in accordance
with Section 10(b) below.

(iv) Obligations Upon Restriction or Termination by Provider. If Provider restricts


or terminates your rights to use iSpeedway in whole or in part, you will remain
responsible for the full charges applicable to the billing period during which
Provider restricts or terminates your rights, including all subscription-based fees
through the end of such period, and you will also remain responsible for any other
obligations incurred by you prior to restriction or termination and any obligations
incurred by you after restriction or termination including any ongoing fees
applicable to any products/services for which your rights are not restricted or
terminated. Following such restriction or termination, you agree not to re-register
for or otherwise access any restricted or terminated aspects of iSpeedway without
Provider's prior written approval, and acknowledge that any reinstatement of
restricted or terminated aspects of iSpeedway will be subject to payment of all
applicable reinstatement fees as may be described in the applicable Fee Schedule.

(b) Termination by Customer. You may terminate your subscription to iSpeedway for any
reason at any time in accordance with the applicable termination procedure which is
currently located at http://support.ispeedway.com/. You will remain responsible for the
full charges applicable to the billing period during which you terminated, including all
subscription-based fees through the end of such period, and you will also remain
responsible for any other obligations incurred by you prior to termination and any
obligations incurred by you after termination.

(c) General Effect of Termination. In the event of termination of your subscription by you
or Provider, all rights that you may have to use iSpeedway and related rights, including
all rights provided to you under this Agreement (and all corresponding obligations of
Provider and Provider vendors, agents and affiliates), shall terminate immediately but all
other provisions of this Agreement, including Provider rights to payment (and your
corresponding obligations), the disclaimers and limitations on the liability of Provider
and Provider vendors, agents and affiliates, and indemnification provisions, shall
continue after termination. You shall remain responsible for all obligations incurred by
you prior to termination and any obligations incurred by you after termination. Upon
termination, Provider reserves the right to delete any and all records, files and other data
relating to you or otherwise associated with your use of iSpeedway, including your
Customer Site and related information. You acknowledge that certain products/services
require one-time payments or payments for an extended period and that such payments
may not be refundable even if your subscription to iSpeedway is terminated.

11.c"%c "*!

(a) Ownership of Technology and Content. You acknowledge and agree that Provider and
its affiliates and their licensors own all right, title and interest in the iSpeedway software
and related technology ("iSpeedway Technology"), and that Provider, Related Companies
and Third-Party Vendors and their licensors otherwise own all right, title and interest in
the products/services that they respectively provide. You further acknowledge and agree
that, except for content supplied by you, Provider and its affiliates and their licensors own
all right, title and interest in the iSpeedway Package, all customer web site templates,
text, music and other sound, photographs and other images, video and graphics and other
content that relates to iSpeedway ("iSpeedway Content"), and that Provider, Related
Companies and Third-Party Vendors and their licensors otherwise own all right, title and
interest in the content relating to the products/services that they respectively provide.
Your rights under this Agreement with respect to the iSpeedway Technology and the
iSpeedway Content are limited to a non-exclusive license to use, in accordance with all
applicable terms and only while you maintain a subscription to iSpeedway and are in
good standing, the technology and content that you are provided access to. You
acknowledge and agree that the iSpeedway Content and iSpeedway Technology and
other products/services and related items provided in connection with iSpeedway are
protected by U.S. and international copyright, trademark, trade secret and/or patent laws,
or other intellectual property laws. In particular, you acknowledge and agree that the
compilation, collection, selection, arrangement, assembly and coordination of iSpeedway
Content are protected by U.S. and international copyright laws. You further acknowledge
and agree that you are only permitted to use the iSpeedway Content and iSpeedway
Technology as expressly authorized by Provider in this Agreement.

(b) Intellectual Property Restrictions. Except as expressly authorized by Provider in


writing, you agree not to use, sell, copy, reproduce, distribute, transmit, modify or create
derivative works based on, the iSpeedway Content or iSpeedway Technology or
proprietary aspects of other products/services and related items provided in connection
with iSpeedway. You agree not to, directly or indirectly, attempt to derive the underlying
source code, structure or sequence of the iSpeedway Technology by reverse engineering,
reverse compiling or otherwise. You further agree not to, directly or indirectly, delete or
otherwise alter author attributes, trademark notices, confidentiality notices, patent
notices, copyright notices or other proprietary notices, disclaimers or similar information
associated with iSpeedway products/services or otherwise associated with iSpeedway.
You acknowledge and agree that iSpeedway may be subject to mechanisms that may
limit copying and other uses.

(c) Trademarks. You acknowledge and agree that Provider and/or Related Companies
own certain U.S. and international trademark rights, including rights in graphics and
logos used in connection with iSpeedway to identify the products and services of
Provider and/or Related Companies (collectively the "iSpeedway Trademarks"). This
Agreement shall not be construed to give you any right to use the iSpeedway
Trademarks. You agree not to use the iSpeedway Trademarks in any manner unless
expressly authorized by Provider in writing. All other trademarks (including third-party
product names) used in connection with iSpeedway are the property of their respective
owners and you agree not to use such trademarks without the express authorization of
such persons.

(d) Confidentiality. You shall not, directly or indirectly, use any confidential information
of ours or our agents or affiliates except as may be expressly permitted by this
Agreement. In no event shall you disclose any confidential information of ours or our
agents or affiliates without our express written consent. Confidential information shall
include non-public technical, financial and other business information designated by us as
confidential or that you should reasonably know is confidential. For example, the
iSpeedway Technology and iSpeedway business methods shall be deemed to constitute
confidential information unless shown to be generally available to the public.

12.c #"""

You agree to indemnify and defend Provider and Provider agents and affiliates upon
demand by Provider, and hold Provider and Provider vendors, agents and affiliates
harmless, against any and all claims, demands, damages, cost and any other liabilities and
expenses, including reasonable attorney's fees, collection fees and court costs, relating to
or arising from: (i) your use of Provider Products, Related Company Products, Third-
Party Products or otherwise relating to iSpeedway; or (ii) violation of any copyright,
trademark, trade secret, patent or other intellectual property or third-party right by you or
your vendors, agents and affiliates; or (iii) any failure by you or your vendors, agents and
affiliates to comply with applicable laws or restrictions; or (iv) any other breach of this
Agreement or related obligations or any other acts or omissions by you or your agents or
affiliates or your customers.

13.c"! "!c#c"""!

(a) WARRANTY DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY


LAW, THE ISPEEDWAY ONLINE SERVICES AND ANY OTHER
PRODUCTS/SERVICES OR ITEMS (INCLUDING RELATED INFORMATION)
PROVIDED OR OBTAINED IN CONNECTION WITH ISPEEDWAY ARE
PROVIDED "AS-IS" WITH ALL FAULTS. YOU ASSUME ALL RISKS WITH
RESPECT TO ISPEEDWAY, INCLUDING THE RISK OF ANY DAMAGES
RESULTING FROM YOUR USE OF THE ISPEEDWAY ONLINE SERVICES OR
ANY OTHER PRODUCTS/SERVICES OR ITEMS. IF YOU ARE DISSATISFIED IN
ANY WAY WITH ISPEEDWAY, YOUR SOLE RECOURSE SHALL BE TO
TERMINATE YOUR SUBSCRIPTION TO ISPEEDWAY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER, ON ITS


BEHALF AND ON BEHALF OF PROVIDER VENDORS, AGENTS AND
AFFILIATES, DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES
RELATING TO ISPEEDWAY, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OR
INTERFERENCE WITH USE AND ENJOYMENT, OR WARRANTIES ARISING
FROM COURSE OF DEALING OR USAGE OF TRADE.

BY WAY OF ILLUSTRATION WITHOUT LIMITATION, PROVIDER DOES NOT


REPRESENT OR WARRANT THAT THE ISPEEDWAY ONLINE SERVICES OR
ANY OTHER PRODUCTS/SERVICES OR ITEMS PROVIDED OR OBTAINED IN
CONNECTION WITH ISPEEDWAY WILL FULFILL ANY OF CUSTOMER'S
PARTICULAR REQUIREMENTS, GENERATE ANY PARTICULAR FINANCIAL
OR OTHER RESULTS, BE COMPLETE, ACCURATE OR ERROR FREE, OR BE
CONTINUOUSLY AVAILABLE.

NO ORAL OR WRITTEN STATEMENTS PROVIDED BY PROVIDER OR ITS


REPRESENTATIVES SHALL BE CONSTRUED TO CREATE ANY
REPRESENTATIONS, WARRANTIES OR OTHER OBLIGATIONS OF ANY KIND
APPLICABLE TO PROVIDER OR PROVIDER VENDORS, AGENTS AND
AFFILIATES IN ADDITION TO THOSE EXPRESSLY SET FORTH IN THIS
AGREEMENT, AND CUSTOMER SHALL HAVE NO RIGHT TO RELY ON ANY
SUCH STATEMENTS.

(b) LIMITATION OF REMEDIES. TO THE MAXIMUM EXTENT PERMITTED BY


LAW, IN THE EVENT PROVIDER BREACHES ANY OBLIGATIONS RELATING
TO THIS AGREEMENT, YOUR SOLE REMEDY SHALL BE TO TERMINATE
YOUR SUBSCRIPTION TO ISPEEDWAY. IN NO EVENT SHALL THE
AGGREGATE LIABILITY OF PROVIDER ARISING FROM OR RELATING TO
ISPEEDWAY (REGARDLESS OF THE FORM OF ACTION OR CLAIM) EXCEED
THE AMOUNT CUSTOMER HAS ACTUALLY PAID TO PROVIDER IN
CONNECTION WITH ISPEEDWAY DURING THE THEN-PREVIOUS TWELVE
(12) MONTH PERIOD, AND IN NO EVENT SHALL THE AGGREGATE LIABILITY
OF A PROVIDER VENDOR, AGENT OR AFFILIATE ARISING FROM OR
RELATING TO ISPEEDWAY (REGARDLESS OF THE FORM OF ACTION OR
CLAIM) EXCEED THE AMOUNT CUSTOMER HAS ACTUALLY PAID TO SUCH
VENDOR, AGENT OR AFFILIATE IN CONNECTION WITH ISPEEDWAY
DURING THE THEN-PREVIOUS TWELVE (12) MONTH PERIOD.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY


PROVIDED IN THIS AGREEMENT, CUSTOMER ACKNOWLEDGES AND
AGREES THAT NEITHER PROVIDER NOR ANY PROVIDER AGENTS OR
AFFILIATES SHALL HAVE ANY RESPONSIBILITY TO YOU OR YOUR AGENTS
OR AFFILIATES FOR ANY CLAIMS, DAMAGES OR OTHER LIABILITIES,
WHETHER BASED ON CONTRACT, TORT OR STATUTE. CUSTOMER FURTHER
ACKNOWLEDGES AND AGREES THAT IN NO EVENT SHALL PROVIDER OR
ANY PROVIDER AGENTS OR AFFILIATES HAVE ANY LIABILITY TO YOU OR
YOUR AGENTS OR AFFILIATES FOR ANY CONSEQUENTIAL, INDIRECT,
SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST PROFITS OR
LOST SAVINGS, WHETHER OR NOT FORESEEABLE.

BY WAY OF ILLUSTRATION WITHOUT LIMITING THE FOREGOING,


CUSTOMER ACKNOWLEDGES AND AGREES THAT NEITHER PROVIDER NOR
ANY PROVIDER VENDORS, AGENTS AND AFFILIATES SHALL BE LIABLE TO
CUSTOMER IN ANY MANNER WHATSOEVER FOR (I) ANY DAMAGES
RESULTING FROM ANY CAUSE BEYOND PROVIDER'S REASONABLE
CONTROL; (II) ANY DAMAGES RESULTING FROM A CUSTOMER'S FAILURE
TO COMPLY WITH THIS AGREEMENT; (III) ANY DAMAGES RESULTING
FROM ANY INACCURACY IN ANY INFORMATION PROVIDED IN
CONNECTION WITH ISPEEDWAY; (IV) ANY LOSS OF DATA OR COST OF
PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PUNITIVE
DAMAGES; (VI) ANY DAMAGE INCURRED IN CONNECTION WITH DEALING
WITH RELATED COMPANIES OR THIRD-PARTY VENDORS OR THEIR
PRODUCTS OR SERVICES OR THEIR WEB SITES.

WITHOUT PREJUDICE TO YOUR RIGHT TO TERMINATE YOUR


SUBSCRIPTION TO ISPEEDWAY AS SET FORTH IN THIS AGREEMENT, YOU
HEREBY RELEASE PROVIDER AND PROVIDER VENDORS, AGENTS AND
AFFILIATES AND FROM ANY AND ALL CLAIMS, DAMAGES AND OTHER
LIABILITIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN,
ARISING OUT OF OR IN ANY WAY RELATING TO THE ISPEEDWAY ONLINE
SERVICES AND ANY OTHER PRODUCTS/SERVICES OR ITEMS PROVIDED OR
OBTAINED IN CONNECTION WITH ISPEEDWAY.

THE DISCLAIMERS AND LIMITATIONS IN THIS AGREEMENT APPLY TO ALL


CLAIMS REGARDLESS OF THE CAUSE OF ACTION UNDERLYING THE
CLAIM, INCLUDING BREACH OF CONTRACT (EVEN IF IN THE NATURE OF A
BREACH OR FAILURE OF A FUNDAMENTAL TERM), TORT CLAIMS
(INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD OR
MISREPRESENTATION), AND STATUTORY CLAIMS.

CUSTOMER EXPRESSLY ACKNOWLEDGES THAT THE ISPEEDWAY ONLINE


SERVICES AND OTHER PRODUCTS/SERVICES AND RELATED ITEMS ARE
BEING PROVIDED AT A SIGNIFICANTLY REDUCED PRICE IN RELIANCE ON
THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS AGREEMENT,
AND CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT SUCH
DISCLAIMERS AND LIMITATIONS ARE REASONABLE.
WHETHER OR NOT EXPRESSLY STATED IN THIS AGREEMENT, CUSTOMER
ACKNOWLEDGES AND AGREES THAT ALL DISCLAIMERS AND
LIMITATIONS APPLICABLE TO PROVIDER UNDER THIS AGREEMENT ALSO
APPLY EQUALLY TO PROVIDER VENDORS, AGENTS AND AFFILIATES.

THE LAWS OF SOME STATES AND CERTAIN OTHER JURISDICTIONS MAY


NOT ALLOW CERTAIN LIMITATIONS IN CERTAIN CASES SUCH AS THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL
DAMAGES. TO THE EXTENT ANY SUCH LAWS APPLY NOTWITHSTANDING
THE TERMS OF THIS AGREEMENT, CERTAIN LIMITATIONS SET FORTH IN
THIS AGREEMENT MAY NOT APPLY, IN WHICH CASE THE LIABILITY OF
PROVIDER AND PROVIDER VENDORS, AGENTS AND AFFILIATES SHALL BE
LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU MAY HAVE
OTHER RIGHTS THAT VARY DEPENDING ON THE JURISDICTION.

14.c c!

(a) Remedies. Except as provided in this Agreement, the rights and remedies available
under this Agreement are cumulative and not exclusive, and the exercise of any one right
or remedy, including any termination rights, shall not preclude or waive the right to
exercise any other rights and remedies available under this Agreement or in accordance
with applicable law. In the event Provider incurs any attorneys' fees, collection costs,
courts costs or other expenses in connection with enforcing its right under this Agreement
with respect to Customer, Customer shall reimburse Provider for such expenses upon
demand. Customer agrees that all amounts that Customer owes relating to this Agreement
shall bear interest at a rate of 1.5% per month, or the highest interest rate permitted by
applicable law if such rate is lower than 1.5% per month.

(b) Applicable Law and Forum. This Agreement shall be governed by U.S. federal and
Arizona laws, excluding conflict-of-law provisions. The application of the United
Nations Convention on Contracts for the International Sale of Goods is expressly
excluded. You hereby consent and agree to submit to the exclusive jurisdiction in
Maricopa County in the state of Arizona, USA, except that Provider may elect to bring an
action in any forum having jurisdiction if determined by Provider to be necessary to
enforce its rights arising out of or relating to this Agreement.

(c) Arbitration. Any and all disputes between you and Provider arising out of or relating
to this Agreement will be subject to and settled by binding arbitration, in the applicable
forum as provided above, in accordance with the rules of the American Arbitration
Association, except that Provider may, in addition to or in lieu of arbitration, pursue legal
action in the regular court system if determined by Provider to be necessary to stop,
prevent or obtain recourse for a breach of this Agreement that Provider determines to be
serious. You agree that any arbitration, and all negotiations, discussions and settlements,
are subject to obligations of confidentiality and shall not be disclosed by you to any third-
party.
(d) Severability. In the event that any provision of this Agreement is held to be invalid or
unenforceable, the remainder of this Agreement shall continue in full force and effect,
and the provision held to be invalid or unenforceable shall be automatically amended to
most closely approximate the original provision on terms that are valid and enforceable
and the adjudicating authority holding such provision invalid or unenforceable shall make
such amendment accordingly. Any provision held to be invalid or unenforceable in any
particular jurisdiction shall not, as a result, be considered invalid or unenforceable in any
other jurisdiction.

(e) Notices. All notices to you may be given by any reasonable means including email,
conventional mail, facsimile, by posting such notices on the iSpeedway Web Site, or by
otherwise broadcasting notices or messages. All notices to Provider must be by email
directed to the following address: support@ispeedway.com and must include a
descriptive title in the subject line giving Provider adequate notice of the contents of the
email.

(f) Non-Waiver. Provider shall not be deemed to have waived any right or provision of
this Agreement unless a waiver is expressly acknowledged and agreed to by Provider in a
signed writing. Provider's delay in exercising or enforcing any right or provision of this
Agreement shall not be construed to constitute a waiver of such right or provision.

(g) Entire Agreement. This Agreement and all other Applicable Terms as referenced
herein constitute the entire agreement with you relating to the subject matter of this
Agreement and such Applicable Terms. This Agreement and all applicable Additional
Provider Terms shall be the sole source of any obligations of Provider with respect to the
subject matter hereof and shall control over any documents or information that are
alleged to impose conflicting obligations on Provider, including information on the
iSpeedway Web Site. This Agreement may not be modified except as provided in Section
6 of this Agreement or in an express written amendment signed by the parties to which
the amendment applies.

(h) Assignment. Your subscription to iSpeedway and any of your rights or obligations
under this Agreement may not be sublicensed, assigned or otherwise transferred in whole
or in part without Provider's express written consent, which shall not be unreasonably
withheld, and any such transfer shall be void without such consent. Upon any transfer,
your rights hereunder shall terminate and the transferee shall be fully bound by this
Agreement, but you shall remain responsible for any liability incurred prior to the transfer
and shall remain responsible for compliance with all obligations applicable to the
customer under this Agreement. As a condition of the validity of the transfer, you shall
deliver all materials that you have relating to iSpeedway to the transferee, including a
copy of this Agreement, and shall promptly provide Provider with an original executed
written document under which the transferee agrees to be bound by this Agreement.
Provider reserves the right to assign and otherwise transfer any and all rights and
obligations under or relating to this Agreement to any person without notice including
any affiliate or any person that acquires all or substantially all of Provider's business or
assets relating to iSpeedway. In the event of a transfer of any of Provider's rights or
obligations under this Agreement, references in this Agreement to "Provider" shall refer
to the transferee to the extent of the transfer. Provider may also designate persons as third
party beneficiaries of some or all of Provider's rights under this Agreement, in which
event references in this Agreement to "Provider" shall refer to Provider and such
designated beneficiaries with respect to such rights.

(j) Interpretation. The parties agree that the rule of interpretation that provides that
ambiguous language of a contract shall be construed against the drafter shall not apply to
this Agreement and that this Agreement shall therefore be interpreted neutrally and not
for or against either party. When required by the context, whenever a noun or pronoun is
used in this Agreement in the singular the same shall include the plural, and the
masculine gender shall include the feminine and neutral genders, and vice versa. The
following terms shall have the following meanings when used in this Agreement: (i) the
term "person" includes an individual, corporation, limited liability company, partnership,
trust, government agency or other entity or association; (ii) to do something "indirectly"
includes doing any act through another, requesting, encouraging or assisting another to do
an act, or allowing another to do an act when it would be reasonably possible to prevent
that act; (iii) the term "include" or "including" and similar terms shall be construed to
mean "including but not limited to"; (iv) the term "intellectual property" or "proprietary
rights" includes trade secrets, publicity rights and other trade values, invention rights,
patents and privileges of use, copyrights, database rights, design rights and mask work
rights, and trademarks and similar rights; and the term "trademarks" includes service
marks, trade dress, trade names and other protectable commercial symbols. The section
titles in this Agreement are solely used for convenience and shall not be construed to alter
the meaning of the actual provisions of this Agreement. Periods of time established by
this Agreement in days shall be calculated using calendar days and not business days
unless otherwise expressly provided in this Agreement.

(k) Definition of Provider Affiliates, Agents and Vendors. As used in this agreement,
"affiliates" of Provider include individuals or companies that control Provider, that are
controlled by Provider, or that are under common control with Provider; "agents" of
Provider include directors, officers, managers and employees of Provider and Provider's
affiliates; and "vendors" of Provider include contractors and licensors of Provider and
Provider's affiliates and any other party involved in creating, producing or delivering any
aspect of iSpeedway on behalf of or in conjunction with Provider and Provider's
affiliates.

(l) Definition of Customer Affiliates, Agents and Vendors. As used in this agreement,
"affiliates" of Customer include individuals or companies that control Customer, that are
controlled by Customer, or that are under common control with Customer; "agents" of
Customer include directors, officers, managers and employees of Customer and
Customer's affiliates; and "vendors" of Customer include contractors and licensors of
Customer and Customer's affiliates.

(m) Approvals. Any agreements, authorizations, approvals or consents by Provider


contemplated by this Agreement must be in writing and given by an authorized
representative of Provider to be effective whether or not expressly stated in a particular
provision. Any agreements, authorizations, approvals or consents that may or must be
given by Provider under this Agreement may be withheld in Provider's sole discretion
unless this Agreement specifically provides to the contrary. Any decisions or
determinations that may or must be made by Provider under this Agreement are to be
made by Provider in its sole discretion unless this Agreement specifically provides to the
contrary.

(n) Relationship. The relationship of the parties hereunder is that of vendor-customer and
licensor-licensee. Nothing in this Agreement and no actions in connection herewith shall
be construed to give rise to a partnership, joint venture or other relationship. Customer
has no authority to act on behalf of or bind Provider or Provider vendors, agents and
affiliates.

Please record your account information for your future reference:


Your new Web Site Address: http://www.circletech.ca/
Your Administration Web Site: http://www.circletech.ca/admin
Your Administration Username: nfotowat
Password: nami1234

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