This Independent Contract Agreement for Services (the “Agreement”)
is made and entered into as of the date hereof by and between you (the
“Client”) and Exit Row Solutions, Inc. doing business as RacePlanner.com, a
California corporation (“the Contractor”).
1. Recitals. This Agreement is made on
the basis of the following agreed facts:
The Contractor provides individuals and organizations with a variety of
online products and services via the website www.raceplanner.com (“the
Website”) utilizing proprietary software (“the Software”).
Contractor agrees to make available to Client its services and
utilization of its Website on the terms and conditions hereinafter set forth.
Contractor agrees to comply with all applicable local, state and federal
laws related to its operations including governing online privacy.
Client requires the Services of the Contractor.
2. Contractor’s Services.
Contractor agrees to provide to Client the following services (collectively the
Online event registration
Online event management
Online participant management
3. Client’s Responsibilities and Obligations. Client agrees to the following
responsibilities and obligations:
Client and each of its officers, directors, employees, volunteers and
agents agree to comply with all applicable local, state and federal laws
related to its operations including governing online privacy.
Client agrees to provide Contractor with all information required to
perform the Services related to its Event.
Client shall not have the right to speak for or represent Contractor or
utilize its name or any trade name or trade mark owned by Contractor without
Contractor’s prior written consent which it may withhold in its sole
Client grants to Contractor a limited, non-transferable license to use,
display, reproduce, distribute, modify and transmit in digital or printed form
all Client provided information relating to your organization, including your
organization’s name, service marks and logo, in connection with the execution
of this Agreement.
4. Ownership of Intellectual Property. Contractor and Client agree that Contractor
shall retain all right, title, interest in Contractor’s Software, trademarks,
service marks, logos and worldwide trade names, all other information and items
made or created by Contractor (“Intellectual Property”). Any adaptions of
Contractor’s Intellectual Property are not permitted without prior written
consent from Contractor. Any goodwill accruing from the use of the
Intellectual Property shall inure solely to the benefit of Contractor.
5. Proprietary Items. As used herein, "Proprietary
Items" means, collectively, the software and documentation, the object
code and the source code for Contractor's software, the visual expressions,
screen formats, report formats and other design features of the software, all
ideas, methods, algorithms, formulae and concepts used in developing and/or
incorporated into the software or documentation, all future modifications,
revisions, updates, refinements, improvements and enhancements of the software or
documentation, all derivative works based upon any f the foregoing, and all
copies of the foregoing.
6. Proprietary Restrictions. Client shall not do or attempt to do any
of the following:
a) use any
Proprietary Item for any purpose, or in any manner not specifically authorized
by this Agreement; or
or recreate the source code for the software, or re-engineer, reverse engineer,
decompile or disassemble the software; or
adapt, translate or create derivative works based upon the software or
documentation, or combine or merge any part of the software or documentation
into any other software or documentation; or
to or otherwise use any Proprietary Item as part of any effort to develop a
program having any functional attributes, visual expressions or other features
similar to those of the software to compete with the other party; or
market, license, sublicense, distribute or otherwise grant to any person,
including any outsourcer, vendor, consultant or partner, any right to use any
7. Security. Contractor will collect appropriate
information for participants, volunteers, sponsors and vendors to fulfill the
Services of this Agreement. Contractor will store this information
electronically on a secure remote server. This information is available
to Client for retrieval electronically via the Website and may be downloaded
after providing appropriate login credentials. Contractor is not
responsible for the security of the downloaded information retrieved by Client
via the Website.
8. Disclaimer of Warranty and Limitation of Liability. Contractor expressly disclaims any warranty
that the use of its Intellectual Property or the Services will be uninterrupted
or error free or that the specifications will meet your requirements. The
Intellectual Property and Services are provided to you on an “As Is” basis
without warranties of any kind, either express or implied, including without
limitation warranties of merchantability, or lost profit damages. Contractor’s
total liability under this Agreement is limited to the amount of Service Fees
collected for the Client’s Event.
9. Representations and Warranties. Contractor and Client represents and warrants
that each party has the necessary and full right, power, authority and
capability to enter into this Agreement and to perform its obligations
hereunder. Each party further warrants that it owns or controls the
rights granted or licensed to the other party herein; that the execution and
performance of its obligations under this Agreement will not violate any known
rights of any third party, any contractual commitments or any applicable
federal, state and local law or regulation; and that to its knowledge the
marks, logos and intellectual property licensed to the other party herein do
not violate the proprietary rights of a third party.
10. Term. The term
of this Agreement shall be for three (3) year from the acceptance of these
terms. The Agreement will renew from year to year until either party provides
written notice to terminate this Agreement.
11. Indemnification. Contractor and Client shall indemnify and hold
harmless the other party, its directors, officers, employees, affiliates and
agents, against any claim, demand, or cause of action, debt or proceedings and
all related damages, losses, liabilities, cost and expenses (including
reasonable attorneys’ fees), to the extent that: a) it is based upon the
indemnitor’s breach of a representation, warranty or obligation hereunder; b)
it arises out of the indemnitor’s negligence or willful misconduct; or (c) it
is based upon the indemnitor’s violation of any applicable federal, state or
local law or regulation. Client shall indemnify and hold harmless
Contractor against any claim or cause of action to the extent that it is based
on injury or misappropriation at the Client’s Event.
12. Miscellaneous Provisions.
Notices. Any notices provided hereunder must be in writing and shall
be deemed effective on the earlier of personal delivery or the third day after
mailing by first class mail or fax to the recipient at the contact information
indicated in this agreement:
Lane Suite 100
any term, provision, or part of this Agreement is found by a court to be invalid,
illegal, or incapable of being enforced by any rule of law or public policy,
all other terms, provisions, and parts of this Agreement shall nevertheless
remain in full force and effect as long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. On such determination that any term, provision, or part
of this Agreement is invalid, illegal, or incapable of being enforced, this
Agreement shall be deemed to be modified so as to effect the parties' original
intent as closely as possible to the end that the transactions contemplated by
this Agreement and the terms and provisions of this Agreement are fulfilled to
the greatest extent possible.
Entire Agreement. This
document constitutes the final, complete, and exclusive embodiment of the
entire agreement and understanding between the parties related to the subject
matter of this Agreement and supersedes and preempts any prior or
contemporaneous understandings, agreements, or representations by or between
the parties, written or oral.
Successors and Assigns. This Agreement is intended
to bind and inure to the benefit of and be enforceable by Contractor and
Client, and their respective successors and assigns, except as otherwise herein
Attorney Fees and Governing Law. If any legal
proceeding is necessary to enforce or interpret the terms of this Agreement or
to recover damages for breach of this Agreement, the prevailing party shall be
entitled to reasonable attorney fees, as well as costs and disbursements, in
addition to any other relief to which the prevailing party may be
entitled. This Agreement shall be construed and enforced in accordance
with the laws of the State of California, excluding choice of law.