Date: January 2020
GENERAL CONDITIONS OF USE & DELIVERY
Client must agree to these General Conditions. PLEASE READ CAREFULLY: The following General Conditions of Use and Delivery (“General Conditions”) apply to all contracted uses of products and subscriptions for services in the United States from RaceReady, INC., a Utah Corporation (“RaceReady”, or “Seller”), whether made on RaceReady’s website, application, or through RaceReady’s other distribution channels. These General Conditions shall also apply to separate purchase and/or subscription agreements between RaceReady and Client unless otherwise provided therein. You, or the individual, entity or end user on whose behalf you are accepting these General Conditions (“Client”) agree to accept the General Conditions below by entering into a contract, making a purchase from, or placing an order with RaceReady.
- GENERAL PROVISIONS Article 1 – General 1.1 Unless expressly agreed otherwise in writing between Client and RaceReady, these General Conditions are applicable to all offers and agreements between RaceReady and Client as well as to any other legal or commercial relationships existing between RaceReady and Client. 1.2 The applicability of any terms on Client’s own purchase order forms that conflict with these General Conditions is expressly excluded and shall be given no force or effect, unless otherwise expressly agreed between the parties in writing. 1.3 Any deviations from and supplements to these General Conditions shall be effective only if they have been expressly agreed upon in writing by Client and RaceReady, except for updates to these General Conditions as provided in Article 30 below. 1.4 In the event that any provision of these General Conditions is determined to be invalid or is nullified (in whole or in part), the other provisions of these General Conditions shall continue to be in full force and effect. 1.5 These General Conditions commence on the date Client places an order or enters into an agreement and continues until all services and subscriptions and applicable product warranties (whether hereunder or as stated in the applicable separate agreement) have expired or been terminated. In all cases in which the agreement between RaceReady and Client terminates, these General Conditions shall continue to govern the relationships between parties to the extent that such is required for the conclusion of such relationship.
Article 2 – Offers and Acceptance of Orders and Agreement 2.1 RaceReady’s offers to Client remain valid for acceptance during the period stated in the written offer, and are fully free of acceptance at all times during such time period. This is also applicable to the prices and other conditions specified therein. The offers shall be viewed as a whole at all times. 2.2 Any offer that does not contain a specific acceptance period, including any offers contained on RaceReady’s website, may be revoked by RaceReady at any time prior to RaceReady’s receipt of written acceptance by Client. 2.3 An offer shall be accepted in writing (which shall include but not be limited to a digital message such as e-mail). A contract of sale is concluded with Client at the time Client accepted the offer from RaceReady in writing and RaceReady has received a copy of such written acceptance. 2.4 Verbal undertakings shall be binding upon RaceReady only if and to the extent that they have been confirmed expressly in writing by RaceReady to Client. Agreements with RaceReady’s agents shall be binding upon RaceReady only when they have been confirmed in writing by RaceReady. 2.5 Data contained in catalogues, samples, pictures, drawings, specifications of weights and measures, etc. shall be binding on RaceReady only to the extent that they have been expressly agreed upon in writing in the quotation or in the order confirmation. 2.6 Notwithstanding the previous provisions of this Article 2, RaceReady is not responsible for pricing, typographical or other errors in any offer, and reserves the right to cancel orders arising from such errors.
Article 3 – Prices 3.1 Prices contained in any quotation are exclusive of any taxes, duties, forwarding charges, shipping and handling, unless otherwise specified in such quote. 3.2 The price stated in the quotation is decisive, except that RaceReady is not responsible for pricing, typographical or other errors in any quotation, and reserves the right to cancel orders arising from such errors. 3.3 Any tax increases and increases in other governmental duties after acceptance of an order or entering into the agreement shall be the responsibility of Client. 3.4 In the event a general price increase goes into effect after acceptance of an order but prior to delivery, RaceReady shall have the right to change the price offered or agreed upon accordingly by means of a written notice to Client, in which case Client shall have the right to terminate the agreement by means of a written notice within eight (8) days from receipt of said notice from RaceReady. After expiration of said eight (8) day term, Client shall be deemed to have accepted the price change. 3.5 RaceReady reserves the right to increase the prices for its products and services on an annual basis in accordance with the US Consumer Price Index (CPI-U) without advance notice. Client shall have the right to terminate the renewal by means of a written notice within eight (8) days from receipt of said renewal invoice from RaceReady. After expiration of said eight (8) day term, Client shall be deemed to have accepted the price change.
Article 4 – Delivery 4.1 Delivery shall be FOB Shipping Point, unless the parties expressly agree otherwise in writing. 4.2 All costs of delivery and forwarding shall be the responsibility of Client, unless expressly agreed otherwise in writing. Failing any special written instructions concerning delivery, it shall be effected by a carrier selected by RaceReady; however, it cannot be guaranteed that the cheapest means of transport will be used. Any additional charges caused by Client’s special instructions shall be paid by Client. 4.3 All products are shipped at Client’s risk. Responsibility of RaceReady ceases upon delivery of products in good order to the carrier. If products are missing or received in damaged condition, the Client should require the agent of the carrier to make notation of delivery condition on freight and immediately file a damage claim. Shortage claims can only be considered when made in writing to RaceReady within ten (10) days from receipt of shipment. RaceReady will assist in obtaining prompt adjustment on damage claims. Shipped products are insured only at Client’s express written request and at Client’s expense. 4.4 Pursuant to Article 10 of these General Conditions, the title to the products delivered shall be transferred to Client only when the full purchase price of the products has been paid to RaceReady; provided, that risk of loss shall transfer upon RaceReady’s delivery of products in good order to the applicable carrier. 4.5 When the products have not been taken delivery of by Client after expiration of the term of delivery or if Client fails to provide information required for delivery, the products shall be stored on behalf of Client and at Client’s risk. In that case all additional costs, including but not limited to storage charges and damages suffered by RaceReady as a result of such delay, shall be payable by Client. RaceReady is not liable for any damage to the products while in storage. 4.6 Without prejudice to the provisions elsewhere in these General Conditions in respect of extension of the term of delivery, the term of delivery shall be extended by the duration of the delay arising on the part of RaceReady as a result of Client not fulfilling any obligation arising under an order or separate agreement or failing to provide any cooperation requested of it for performance of such order or separate agreement. 4.7 RaceReady has the right to establish minimum quantities for the products to be supplied by it or to determine that an order will be delivered in batches. If the products are delivered in batches, RaceReady has the right to invoice each batch separately. 4.8 In the event of a Client wishing to suspend deliveries, RaceReady requires thirty (30) days prior notice thereof in writing to this effect. When Client cancels a purchase order or partial order a minimum at 30% of the price of the cancelled order will be invoiced. In case of specially made products, RaceReady will have the right to invoice the entire amount of the cancelled order. Client is responsible for all shipping costs related to the products, unless expressly agreed otherwise in writing. 4.9 RaceReady shall package the products for shipment in accordance with the usual standards it applies. If the Client desires a specific manner of packaging, it shall bear the related additional costs. The Client shall handle the packaging accompanying the products delivered by the RaceReady in a manner that is consistent with the applicable government regulations regarding disposal. The Client shall indemnify, defend and hold harmless the RaceReady against third-party claims based on non-compliance with such regulations. 4.10 Delivery of a part of the quantity ordered shall not affect the other parts of the order.
Article 5 – Term (Timing) of delivery 5.1 The term of delivery is based on the working conditions prevailing at the time when the order is accepted or agreement is entered into, and on timely delivery to RaceReady of the materials required for fulfilling Client’s order. In case of any delay through no fault of RaceReady caused by a change in said working conditions or by the materials ordered by RaceReady to fulfill Client’s order not being received in a timely manner, the term of delivery shall automatically be extended if required and Client shall not have the right to rescind the order or agreement and neither shall RaceReady become liable for damages. 5.2 The term of delivery specified in the order confirmation or otherwise is based on an estimate. Although RaceReady will attempt to maintain the term of delivery to the greatest possible extent at all times, this term is not a deadline. The term of delivery being exceeded shall not entitle Client to cancel or rescind the order or agreement or to terminate the agreement otherwise or to suspend or refuse payment of the purchase price, and shall not entitle Client to any compensation.
Article 6 – Inspection and Return 6.1 Client shall cause the products purchased to be inspected within ten (10) days of the date of delivery. In such inspection Client shall verify whether the products delivered are in conformity with the agreement, namely: (a) whether the correct products have been delivered; and (b) whether the quantity of the products delivered is in conformity with the quantity agreed upon; and (c) whether the products delivered comply with the requirements that may be made for normal use. 6.2 Claims for products damaged or lost in transit should be made by Client to the carrier, as RaceReady’s responsibility ceases upon tender of products to the carrier. Client should notify RaceReady in writing within ten (10) days of acceptance if Client believes any part of Client’s order is missing or incorrect. 6.3 RaceReady’s return policy for its products can be found at www.RaceReady.com/returnspolicy and Client agrees to those terms. Before returning or exchanging a product, Client must contact RaceReady directly to obtain an authorization number to include with the return. Client must return products to RaceReady in their original or equivalent packaging, and Client is responsible for risk of loss, as well as shipping and handling fees. Products returned “Not Wanted”, “Incorrectly Ordered” or “Duplicated Orders” resulting from a confirmation of an order placed by Client, will be subject to a minimum 30% handling charge with a minimum of US $25.00. Products returned must be in their original individual packaging. Returns will not be accepted after fourteen (14) days following receipt unless authorized in writing by RaceReady. Non-stock items, items purchased specifically to a customer’s requirements, will not be subject to credit or exchanged under any circumstances whatsoever.
Article 7 – Modifications 7.1 RaceReady’s policy is one of ongoing update and revision to its products. RaceReady may revise or discontinue products, software or services offerings at any time without prior notice to Client. A change in a product may occur after Client places an order but before RaceReady ships the product. As a result, products might display minor differences from the products Client orders. RaceReady shall have the right to supply products deviating from those agreed upon if the deviations are required to comply with applicable statutory regulations or if the modifications to the products are not material in nature. Any such revised products will meet or exceed all material specifications of such order.
Article 8 – Payment 8.1 Terms of payment are within RaceReady’s sole discretion, and unless the parties have expressly agreed otherwise in writing in the applicable invoice or agreement relating to such products or services, payment shall be made immediately upon the order, but no later than the day of delivery, without any discount or setoff by Client. 8.2 Payment must be made to RaceReady by bank payment (ACH or wire transfer), check, credit card or some other prearranged payment method. Payment shall be made in U.S. Dollars, or such other currency identified by RaceReady in its invoice. 8.3 To the extent that a payment obligation results from the extension of an existing agreement between parties as permitted therein, RaceReady will be authorized to collect the invoice automatically from the account/credit card of Client. 8.4 Payments shall be deemed received by RaceReady only when such payments are actually received by RaceReady or its bank for the account of RaceReady. 8.5 As the occasion arises, RaceReady shall have the right to demand full or partial payment in advance or to send the products subject to cash on delivery. 8.6 In the event that Client has not paid the invoice amount on or before the day of delivery, or to the extent that has been agreed otherwise in writing on the agreed date, such failure, Client shall be in “default” (within the meaning of Article 14) from the date on which said term has expired by operation of the law without any notice of default being required. Interest shall then be payable by Client at the rate of 1.5% a month for each month or a part thereof that has elapsed, up to the date of full payment. In such case, all other amounts payable by Client to RaceReady shall accelerate and become immediately due. In addition, RaceReady shall have the remedies specified in Article 14.2. RaceReady further reserves the right to seek collection of all overdue amounts (including by referral to third party collectors), plus all reasonable legal fees (including reasonable attorneys fees) and costs associated with such collection. 8.7 Returned checks and all reversals will be subject to a $30.00 fee, or the maximum amount permitted by applicable law, whichever is less.
Article 9 – Discounts, etc. Discounts, bonuses, etc. are payable by RaceReady only if agreed upon in writing and if Client has fully met all its obligations for the relevant period.
Article 10 – Retention of title 10.1 RaceReady shall retain title to all products delivered by it to Client until the purchase price of all such products has been paid in full. In addition, retention of title shall be applicable to the sums that may become payable to RaceReady by Client on account of Client failing to fulfill one or more of its obligations to RaceReady. Moreover, RaceReady shall retain title to the products when any amount is payable by Client to RaceReady on account of delivery or operations, including interest and charges, until RaceReady has been paid in full. 10.2 For as long as the title to the products delivered has not been transferred to Client, RaceReady hereby retains and Client hereby grants a first priority security interest in favor of RaceReady as to all products and all proceeds resulting therefrom as a means of securing payment by Client to RaceReady. Client hereby agrees to do all things that are reasonably requested by RaceReady in order to assist RaceReady in protecting its security interest, including executing any financing statements or security agreements necessary to perfect RaceReady’s security interest under the applicable provisions of the Uniform Commercial Code. During such period, Client shall not be permitted to pledge the products or to grant any other right thereto to any third party. 10.3 Client shall keep the products delivered subject to retention of title carefully in custody and as identifiable property of RaceReady and insure the products for the duration of the retention of title against damage caused by fire, explosion and water as well as against theft. Client shall submit the policy of said insurances to RaceReady for inspection at its first request. 10.4 As soon as RaceReady notifies Client of its wish to that effect, any claims of Client on the insurers of the products by virtue of the insurance maintained under Article 10.3 shall be pledged to RaceReady in the manner set out Uniform Commercial Code as additional security for RaceReady’s claims on Client. 10.5 If Client fails to fulfill its required financial obligations to RaceReady or RaceReady has reasonable grounds to fear that Client will fail to fulfill said obligations, RaceReady shall have the right to take back the products delivered subject to retention of title. When the products have been taken back Client may be credited for them at their market value, which in any case shall not exceed the original price, less the expenses involved in taking back the products. 10.6 Client shall be permitted to sell and transfer the products delivered subject to retention of title to third parties in the scope of its normal business operations. In case of sale on credit Client is obliged to stipulate retention of title to its customers pursuant to the provisions in this Article. The first Client is obliged to establish immediately an undisclosed pledge to RaceReady on its claims on the second Client which purchased on credit. 10.7 Client shall not assign or pledge any claims it has on its customers to third parties without RaceReady’s prior permission in writing. Furthermore, Client undertakes to pledge said claims to RaceReady, as soon as RaceReady has notified it of its wish to that effect, in the manner set out Uniform Commercial Code as additional security for its claim on Client. 10.8 Upon the occurrence of an event referred to in Article 10.5, RaceReady shall be entitled to unimpeded access to the products. Client shall lend every co-operation to RaceReady to give RaceReady the opportunity to exercise the right to retention of title by accessing Client’s premises and taking back the products, including any disassembly required.
Article 11 – Nondisclosure of Confidential Information 11.1 In connection with these General Conditions, each party may have access to or be exposed to proprietary information of the other party that is not generally known to the public, the unauthorized disclosure or use of which would such other party injury, including but not limited to software (including source code and object code), product plans, internal designs, pricing, marketing and sales information, customer and supplier lists, personnel information, “know-how,” or trade secrets, which may be designated as confidential or which, under the circumstances surrounding disclosure, ought to be treated as confidential (collectively, “Confidential Information”). Each party covenants and agrees that it shall not, except as otherwise specifically authorized herein, directly or indirectly, (a) disclose, divulge, distribute, publish, reproduce, decompile, reverse engineer, photograph or display the internal structure of any products on social media or elsewhere, transmit or transfer the other party’s Confidential Information or any portions thereof, to others by any means or in any form, or (b) make use of the other party’s Confidential Information, in each case other than in furtherance of the parties’ rights and duties under this Agreement. Further, Confidential Information may not be shared with third parties unless such disclosure is to the receiving party’s personnel, including employees, agents and subcontractors, on a “need-to-know” basis in connection with these General Conditions, so long as such personnel have agreed in writing to treat such Confidential Information under terms at least as restrictive as those herein. Each party agrees to take the necessary precautions to maintain the confidentiality of the other party’s Confidential Information by using at least the same degree of care as such party employs with respect to its own Confidential Information of a similar nature, but in no case less than a commercially reasonable standard of care to maintain confidentiality. If an unauthorized use or disclosure occurs, the recipient party will immediately notify the other party and assist the other party in recovering the misappropriated Confidential Information and prevent its subsequent unauthorized use or dissemination The foregoing shall not apply to information that (a) was known by one party prior to its receipt from the other or is or becomes public knowledge through no fault of the recipient; or (b) is rightfully received by the recipient from a third party without a duty of confidentiality. If a recipient is required by a court or government agency to disclose Confidential Information, the recipient shall provide advance notice to other party before making such a disclosure to allow the other party to seek a protective order or otherwise prevent the disclosure. The obligations with respect to Confidential Information that constitutes trade secrets under Utah (USA) law shall continue in effect indefinitely for so long as such Confidential Information continues to constitute trade secrets under Utah law, and the obligations with respect to all other Confidential Information shall continue for five (5) years from the date of disclosure. 11.2 Any models, drawings and information materials made available by RaceReady to Client shall remain the sole property of RaceReady, even if costs were charged for such materials. Such models, drawings and information materials must not be shown and/or made available to third parties and Client shall not have the right to retain a copy of such models, drawings or information materials, unless expressly agreed otherwise in writing. 11.3 Each party acknowledges the irreparable harm that improper use or disclosure of the Confidential Information of the other party may cause; therefore, the injured party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, and all legal fees and other expenses incurred in connection with obtaining such relief, in addition to all other remedies, for any violation or threatened violation of this Article..
Article 12 –Intellectual Property Rights 12.1 Client is not permitted to remove or change any mark concerning the confidential nature or concerning copyrights, brands, trademarks, trade names or any other rights of intellectual or industrial property from RaceReady’s website, databases, products, equipment or materials. 12.2 All right, title and interest in and to all copyrights, patents, trademarks, trade secrets and trade dress and other intellectual property rights embodied in the products, software and documentation, as well as the methods by which any services are performed by RaceReady and the processes that make up the services, shall belong solely and exclusively to RaceReady, and Client shall have no rights whatsoever in any of the above, except as expressly granted in these General Conditions. Without limiting the foregoing, neither these General Conditions nor any separate agreement shall convey or transfer any ownership rights in the software, or any intellectual property rights in the products, software or documentation, to Client, and no right is granted to use any of the foregoing except as expressly permitted herein. The software, products and documentation are protected pursuant to copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Client may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the software, products and documentation, in whole or in part. All rights of RaceReady not expressly granted to Client hereunder are reserved by RaceReady. 12.3 To the best knowledge of RaceReady, its products, software and documentation do not infringe intellectual property rights of third parties; provided, however, that RaceReady is not liable for any damage (direct or indirect) suffered by Client, resulting from claims by third parties regarding (alleged) infringement of intellectual property rights of such third parties.
Article 13 – Force Majeure 13.1 Neither party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under these General Conditions or under an separate agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, supply disruptions, materials and semi-finished products required not being delivered by third parties, machinery breakdown and other accidents or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed party must promptly provide the other party with written notice of the Force Majeure. The delayed party’s time for performance will be excused for the duration of the Force Majeure, but if the Force Majeure event lasts longer than thirty (30) days, then the other party may immediately terminate, in whole or in part, any order or applicable separate agreement by giving written notice to the delayed party. 13.2 Notwithstanding Article 13.1, if during the state of Force Majeure RaceReady is still partly capable of performing, it shall have the right to deliver such performance and invoice such performance separately as if it were a separate agreement.
Article 14 – Default of Client 14.1 For purposes of these General Conditions, an “Event of Default” shall mean any of the following: (1) Client fails to make any payment when due; (2) Client is acquired by or merges with a competitor of RaceReady; (3) Client declares bankruptcy or is adjudicated bankrupt or insolvent; (4) a receiver or trustee is appointed for Client or substantially all of Client’s assets; (5) RaceReady believes, in its sole reasonable discretion, that Client (A) has breached any term of these General Conditions or an applicable separate agreement, (B) is involved in any fraudulent, misleading or illegal activities, or (C) will fail to fulfill any of its material obligations hereunder or under any separate agreement. 14.2 Upon the occurrence of an Event of Default, RaceReady may, at its election, and without waiving any other rights or remedies to which it may be entitled, (a) declare that all amounts payable by Client to RaceReady shall accelerate and become immediately due and payable; (b) terminate or suspend these General Conditions or any order, subscription or separate agreement and its obligations thereunder immediately, in which case all rights and obligations of the parties under these General Conditions will automatically terminate except for rights of action accruing prior to termination, payment obligations, and any obligations that expressly or by implication are intended to survive termination; (c) exercise its rights under Article 10 to retake the products; (d) suspend or terminate any or all existing orders, agreements, subscriptions or services and/or refuse additional orders for products or services from Client until RaceReady’s receipt of all overdue amounts; (e) disable any products or software and/or the access of one or more users’ access to the software, the RaceReady event results website and/or any other RaceReady provided online platform; and/or (f) exercise any other rights or remedies hereunder, under a separate agreement or under applicable law. 14.3 RaceReady shall have no liability to Client for any such suspension or termination of services, disabling of products or for its refusal of additional orders. RaceReady further reserves the right to seek collection of all overdue amounts (including by referral to third party collectors), plus all reasonable legal fees (including reasonable attorneys fees) and costs associated with such collection. Any expenses incurred by RaceReady as a result of suspension of the delivery to Client shall be for paid by Client.
Article 15 – Limited Warranties; Disclaimers; Repairs 15.1 The warranty periods for RaceReady products (including continuing warranty and replacement coverage on certain subscription-based products during the length of the subscription period) can be found at www.iRaceReady.com/warranty or in the documentation RaceReady provides with such products. 15.2 RaceReady warrants as follows: (a) With respect to RaceReady products, for the applicable warranty period for each product, RaceReady shall repair or replace (at the sole discretion of RaceReady any defective products, as determined solely by RaceReady, caused by faulty materials, workmanship or design, unless such defects were the result of any of the following: shipping; improper installation, maintenance or use; abnormal conditions of operation; attempted modification or repair by the Client or any third party; use of the products in combination with other items; or an act of God. If repair or replacement of the products is not possible or economical for RaceReady, RaceReady may, at its option, refund the purchase price of the products or deliver replacement products at its sole discretion. RaceReady’s liability shall be strictly limited to replacing, repairing or issuing credits at its option. All parts replaced shall be the property of RaceReady. (b) With respect to services, the services will be provided in a good and workmanlike manner consistent with general industry standards. (c) With respect to software, such software will substantially conform to the functional specifications and current documentation provided by RaceReady. RaceReady’s obligation to fix software errors is described in Article 24.12. 15.3 RaceReady shall not incur any liability under the above warranties unless: (a) RaceReady is promptly notified in writing upon discovery by the Client that such products do not conform to the warranty and the appropriate invoice number and date of purchase information is supplied, and a copy of the original invoice is supplied to RaceReady; (b) The alleged defective products are within two (2) weeks after notification of RaceReady as mentioned under (a) returned to RaceReady shipping prepaid; (c) Examination by RaceReady of products shall confirm the alleged defect exists and has not been caused by misuse, neglect, method of storage, faulty installation, handling, or by alteration or accident; and (d) With respect to RaceReady products containing firmware, Client has upgraded the firmware in such product within one (1) month after RaceReady has offered to provide Client with such upgraded firmware. If the requirements set forth above are not complied with, the warranty shall become null and void and RaceReady shall be discharged from all liability arising from the supply of defective products. 15.4 EXCEPT AS EXPRESSLY STATED IN ARTICLE 15.2, RaceReady, ON BEHALF OF ITSELF AND ITS AFFILIATES AND SUPPLIERS (COLLECTIVELY, THE “RaceReady PARTIES”) MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, WARRANTY WITH RESPECT TO THIRD PARTY PRODUCTS, FITNESS OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE, OR NONINFRINGEMENT, AND RaceReady HEREBY DISCLAIMS THE SAME. RaceReady MAKES NO WARRANTY THAT THE OPERATION OF ANY PRODUCTS, SOFTWARE OR FIRMWARE, OR THE PROVISION OF ANY SERVICES, WILL BE UNINTERRUPTED OR ERROR FREE. 15.5 Any warranty on a third-party product is provided by the publisher, provider or original manufacturer, and all such third-party products are provided “as is.” 15.6 RaceReady shall not have any repair or other warranty obligations concerning errors reported after the expiry of the applicable warranty period, unless the parties have entered into a maintenance agreement which includes such a duty to repair. 15.7 RaceReady shall either charge work and repair costs falling outside the scope of this warranty in accordance with its usual rates, or it will return the malfunctioning product to Client. In case the product is returned to Client, a handling fee of $25.00 will be charged. The provisions regarding delivery, as set out in Articles 4.1, 4.2 and 4.3 above, are applicable on the return of malfunctioning products as mentioned in this section. 15.8 RaceReady reserves the right to discontinue product and firmware support and detection for transponders and other products reaching the end of their expected lifecycle, as determined in the sole discretion of RaceReady.
Article 16 – Limitation of Liability 16.1 RaceReady shall be liable exclusively for the products delivered. Said liability does not extend any further than to the product or parts of the product delivered being repaired / replaced or the purchase price of the products or services being refunded by RaceReady. RaceReady shall not be liable at any time for damages resulting from installation and/or use of the products. 16.2 RaceReady’s total liability on account of its default in providing a product under any order or agreement shall be limited to compensation of loss up to a maximum of the net invoice value of the products or services of the relevant order delivered. RaceReady’s liability shall under no circumstances exceed the amount RaceReady shall receive from its insurer regarding the event. 16.3 As compliance with the provision in Articles 16.1 and 16.2 above constitutes the only and the total compensation, RaceReady SHALL NOT BE LIABLE AT ANY TIME FOR ANY OTHER (DIRECT OR INDIRECT) LOSS, SUCH AS BUSINESS INTERRUPTION, LOSS OF PROFIT, LOSS OF ORDERS, DECLINE OF SALES, LOSS OF SALES OR PRODUCTION, THE PRODUCTION PROCESS COMING TO A STANDSTILL OR BEING SLOWED DOWN, FULL OR PARTIAL DAMAGE OR LOSS CAUSED BY OR ENSUING FROM PRODUCTS SUPPLIED BY RaceReady, LOSS AS A RESULT OF PERSONAL INJURY OR PROPERTY DAMAGE, LOSS ON ACCOUNT OF LIABILITY TO THIRD PARTIES OR ANY CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGE AND/OR LOSS WHATSOEVER. 16.4 Furthermore, RaceReady’s liability on account of any claimed default in complying with any agreement arises in all cases only if Client gives RaceReady notice of default in writing properly without delay giving a reasonable term for rectifying the default and RaceReady continues to be imputably in default in fulfilling its obligations also after expiration of said term. The notice of default shall contain a description of the default that is complete and detailed, enabling RaceReady to respond adequately. 16.5 If Client does not comply with the instructions of, carries out repairs by third parties, makes modifications to the products supplied, uses hardware and/or software and/or batteries from a third party, or buys or sells the products supplied in the second-hand market, any warranties of RaceReady otherwise applicable under Article 15 shall cease, Client will be subject to any applicable usage fees described in Articles 24.8 and 26.2, and RaceReady shall not be liable in any way for any damage to those products and/or any damage resulting from those products. RaceReady will, under no circumstances, be liable for damage resulting from improper use of the products supplied, including but not limited to improper attachment to other objects. 16.6 RaceReady shall not be liable at any time for errors contained in the supporting technical documentation. 16.7 The restrictions to RaceReady’s liability contained in these General Conditions shall be deemed to have been stipulated also for third parties involved in the delivery of the products purchased by Client. 16.8 THESE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT OR OTHERWISE. THE PARTIES AGREE THAT THESE LIMITATION OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR RaceReady’s SALE OF PRODUCTS, SOFTWARE OR SERVICES TO CUSTOMER, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES.
Article 17 – Indemnification. 17.1 Client shall indemnify, defend and hold harmless RaceReady against any third-party claim or action arising out of (a) the improper disposal of the products delivered to Client in violation of applicable local, regional and national laws, regulations, rules and ordinances concerning disposal of waste electrical and electronic equipment; (b) any penalty or fine for which RaceReady’s liability in its relationship with Client is excluded under Article 16, (c) any allegation made against RaceReady due to Client’s violation or alleged violation of applicable export laws, regulations or orders. 17.2 Each party shall indemnify, defend and hold harmless the other party against any third-party claim or action arising from any breach of its representations, warranties or covenants under these General Conditions.
Article 18 – Technical Advice & Published information 18.1 Any technical advice and/or installation services given by and/or drawings, instructions or other documentation by RaceReady shall not amount to a warranty as to fitness for any purpose other than in accordance with the manufacturer’s original specifications. 18.2 Client shall bear the risk of selecting the equipment and or software purchased. RaceReady shall not warrant that the equipment or software is appropriate for the use intended by the Client, unless the intended uses have been clearly specified without reservation in writing between the Parties. 18.3 If a Client uses software that was developed and/or supplied by RaceReady, any print out or any other form of distribution of the results shall have the web address of RaceReady www.RaceReady.com. Also if results generated with RaceReady software are first exported to another program like Microsoft Excel, these web addresses shall be printed on each of the printed pages. If RaceReady software is used to display the information to monitors or TV screens, here also the logos and/or web addresses will be mentioned. RaceReady reserves the right to prohibit certain forms of (commercial) exploitation of results generated with RaceReady software, in its sole discretion.
Article 19 – Collection of Data RaceReady collects certain information, including names, addresses, credit card information and other information required by Client and for the delivery of the products and services, from individuals registering for racing events or activity through the hosted website(s). Such information shall be stored on a secure remote server. Client grants RaceReady a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license to use, compile, distribute, display, store, process, reproduce or use such information solely for those purposes. Client also grants RaceReady the right to copy and maintain such material and content on RaceReady’s servers (or the servers of its suppliers) during the term of these General Conditions. Client represents and warrants that Client has obtained all rights, permissions and consents necessary to use and transfer such information in conjunction with RaceReady’s provision of products or services. Client will be responsible for protecting the privacy and security of any information that Client retrieves from RaceReady’s servers and shall prevent any unauthorized or illegal use or dissemination of such information. All information collected by RaceReady shall be jointly owned by RaceReady and Client.
Article 20 — Privacy For information about RaceReady’s privacy practices, please read RaceReady’s privacy policies at www.iRaceReady.com/privacy-policy. These policies explain how RaceReady treats Client’s personal information and protects Client’s privacy.
Article 21 – Environment requirements and installation 21.1 Client shall ensure an environment which meets the requirements specified by RaceReady for the equipment in a particular case (for example, concerning temperature, humidity, technical environment requirements and the like). 21.2 If the parties have expressly agreed in writing, RaceReady shall install the products. In the absence of such agreement, Client shall be responsible for installation. Any requirement by RaceReady to install equipment shall not include the requirement to install software or to convert data. 21.3 If RaceReady has undertaken to perform installation, Client shall provide a suitable installation site with all necessary facilities, such as cable work and telecommunications facilities, before delivery of the equipment and follow all instructions of RaceReady necessary for the installation. 21.4 To enable RaceReady to perform the necessary work, Client shall give RaceReady access to the installation site during RaceReady’s normal working days and hours.
Article 22 – Third Party Equipment 22.1 If and insofar as the RaceReady provides equipment from third parties to the Client, those third parties’ terms and conditions shall replace any deviating provisions in these General Conditions and shall apply with regard to that equipment, provided that the RaceReady notifies the Client in writing. The Client shall accept the aforementioned third-party terms and conditions. Such terms and conditions shall be available for the Client’s inspection at the RaceReady’s and the RaceReady shall send these terms and conditions free of charge to the Client at its request. If and insofar as the aforementioned third-party terms and conditions are deemed or declared inapplicable to the relationship between the Client and the RaceReady for whatever reason, the provisions in these General Conditions shall fully apply. 2. FIRMWARE AND SOFTWARE
Article 23 – Firmware 23.1 Should the products delivered by RaceReady consist, in whole or in part, of software which constitutes firmware, then this Article is applicable, in addition to the rest of these general terms and conditions. Without limiting the foregoing, the general provisions of
Article 24 regarding software shall also apply to firmware. Should the firmware-specific stipulations deviate from the “general” stipulations from these general terms and conditions, the firmware-specific stipulations are binding. 23.2 Client acknowledges that products delivered by RaceReady may include firmware. RaceReady reserves all rights concerning this firmware. Subject to payment in full for the applicable products and Client’s continued compliance with the terms set forth in these General Conditions, RaceReady shall grant Client the non-exclusive, non-transferable, royalty-free license to use such firmware solely as necessary for Client to utilize the products provided by RaceReady and solely in accordance with the function RaceReady intended for the firmware. With respect to subscription-based products described in Article 25 below, the license granted hereunder shall remain in effect only so long as there is a valid separate agreement or a valid subscription and shall terminate immediately upon the expiration of the separate agreement or subscription period, as the case may be. Unless expressly agreed otherwise in writing, no rights, including rights of intellectual property, are transferred to Client. Client shall always strictly comply with the use restrictions agreed between the parties. 23.3 RaceReady has the right to terminate the license granted in Article 23.2 in case of misuse of the firmware, in which case no entitlement to compensation whatsoever exists for Client. 23.4 Client may not copy, compile, reverse compile, disassemble, analyze or reverse engineer any aspect of the delivered products, including the firmware. 23.5 RaceReady decoders have Firmware that expires after a year. Firmware updates are free but must be downloaded and installed annually to keep the decoders operational. In addition, decoders need to be synced with RaceReady’s website on occasion to download usage statistics, as further described in the decoder documentation. Failure to perform the required synching will also cause the decoder to cease to operate. IF Client (OR Client’S END USERS) FAIL TO DOWNLOAD AND INSTALL ANNUAL FIRMWARE UPDATES AND PERFORM THE REQUIRED SYNCHING TO THE RaceReady WEBSITE, THE DECODER WILL CEASE TO OPERATE. Client ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR DOWNLOADING AND INSTALLING SUCH ANNUAL FIRMWARE UPDATES AND PERFORMING THE REQUIRED SYNCHING TO THE RaceReady WEBSITE. Article 24 – Software 24.1 Should the products delivered by RaceReady consist, in whole or in part, of software, then this Article 24 is applicable, in addition to the rest of these general terms and conditions. Should the software-specific stipulations deviate from the “general” stipulations in these General Conditions, the software-specific stipulations are binding. 24.2 RaceReady shall be allowed to take technical measures to protect the software and to effectuate the agreed restrictions in the duration of the right to use the software. The Client shall not be allowed to remove or evade such a technical measure. If security measures result in the Client being unable to make a back-up copy of software, the RaceReady shall provide Client with a back-up copy upon request. 24.3 Unless RaceReady provides a back-up copy of the software to the Client, Client may make one back-up copy of the software, which may only be used to protect against involuntary loss of possession or damage to the original copy of the Software. The back-up copy may only be installed after involuntary loss of possession or damage. A back-up copy must have the same labels and copyright designations as are present on the original version. 24.4 Subject to payment in full for the applicable products and services and Client’s continued compliance with the terms set forth in these General Conditions, RaceReady shall grant Client the non-exclusive, non-transferable, royalty-free license to load, access and use such software solely as necessary for Client to utilize the products and services provided by RaceReady. With respect to subscription-based products described in Article 25 below, the license granted hereunder shall remain in effect only so long as there is a valid separate agreement or a valid subscription and shall terminate immediately upon the expiration of the separate agreement or subscription period, as the case may be. Unless expressly agreed otherwise in writing, no rights, including rights of intellectual property, are transferred to Client. Client shall always strictly comply with the use restrictions agreed between the parties. 24.5 Client may only use the software in its own company or organization on one processing unit and for a specific number or type of users or terminals for which the right of use has been furnished. Insofar as not otherwise agreed, the Client’s processing unit on which the software is used for the first time and the number of terminals connected to that processing unit at the time of initial use shall be considered the processing unit and number of terminals for which the right of use has been furnished. In the event there is a malfunction in the aforementioned processing unit, the software can be used on another processing unit for the duration of the malfunction. The right of use may pertain to multiple processing units insofar as this is expressly apparent from the agreement between parties. 24.6 The right of use shall not be transferable. Client shall not be allowed to sell, lease, sub-license or alienate the software and data carriers on which it has been recorded, grant restricted rights to this software or these data carriers or provide them to a third party in any manner or for any purpose whatsoever, give a third party remote or non-remote access to the software or place the software with a third party for hosting, not even if the third party in question will only use the software for the Client’s benefit. No modification of, or preparation of derivative works based on the software or documentation is permitted. Client shall not compile, reverse compile, disassemble, analyze or reverse engineer any aspect of the software or in any way attempt to discover or reproduce source code for the software, or any portion thereof. Client shall not modify the software except in connection with fixing errors. Client shall not use the software to process data for third parties (“timesharing”). The software’s source code and the technical documentation generated in developing the software shall not be made available to Client, not even if Client is prepared to pay financial compensation for making them available. Client acknowledges that the source code is confidential in nature and that it includes the RaceReady’s trade secrets. 24.7 Client is further prohibited from (a) attempting to use or gain unauthorized access to RaceReady or to any third party’s networks or equipment; (b) permitting other individuals or entities to use the software or copy the software; (c) engaging in fraudulent activity of any nature; or (d) restricting, inhibiting, interfering with or otherwise disrupting or causing a performance degradation to any RaceReady (or RaceReady supplier) website or other facilities used to deliver the services. 24.8 Client acknowledges that the products supplied by RaceReady are technical in nature. To obtain accurate results from the RaceReady decoder, Client must use only RaceReady timing hardware, software and other products provided by RaceReady. In order to protect RaceReady from any third party claims or damage to the RaceReady’s system, Client agrees to refrain from (a) using any RaceReady timing hardware with any non-RaceReady timing hardware or non RaceReady approved software or servers, or (b) using any RaceReady software with any non-RaceReady approved timing hardware or products. Client acknowledges that the software is provided free of charge in connection with the purchase of RaceReady products, and that RaceReady will suffer financial loss and potential damage to the RaceReady’s system in the event its software is used with non-RaceReady hardware and products. Therefore, in the event Client violates its obligations set out in this Article 24.8, RaceReady reserves the right to collect a software usage fee of up to $1,000 for each individual instance of non-permitted use of the software, as a usage fee and not as a penalty, without prejudice to any other remedies it may have for such violation under these General Conditions. 24.9 Client shall immediately return all copies of the software in its possession to RaceReady after the right to use the software ends. If parties have agreed that the Client shall destroy the copies concerned when the right of use ends, Client shall provide written notice of such destruction to RaceReady immediately. 24.10 RaceReady shall deliver the software to Client on the agreed type and format of data carriers and, if installation by RaceReady has been agreed in writing, shall install the software at Client’s. In the absence of express agreements in this regard, Client itself shall install, set up, design parameters for and tune the software and, if necessary, adjust the equipment and user environment used in this connection. Unless expressly otherwise agreed in writing, RaceReady shall not be required to convert data. 24.11 Client shall accept the software in the condition in which it is at the time of delivery, hence, with all apparent and non-apparent errors and other defects. 24.12 RaceReady shall use its best commercial efforts to fix errors in the software within a reasonable time period, if they have been reported in writing and in detail to RaceReady within three (3) months after delivery. In these General Conditions, “errors” shall mean a substantial failure to meet the functional or technical specifications stated in writing by RaceReady and, in the case of custom-made software and websites, the functional or technical specifications expressly agreed between parties in writing. An error shall only exist if Client can document it and if it can be reproduced. Client shall be obliged to notify RaceReady in writing of errors immediately. RaceReady shall not have any obligations concerning fixing errors reported after the expiration of the three (3) month period referred to above unless parties have concluded a maintenance agreement which includes such a duty to fix. Repairs shall be performed free of charge, unless the software has been developed at Client’s instruction, in which case RaceReady shall charge the repair costs according to its usual rates. RaceReady may charge the repair costs according to its usual rates if there have been operating errors or improper use on Client’s part or other causes not imputable to RaceReady. The warranty shall not include fixing mutilated or lost data. The warranty obligation shall be extinguished if Client makes changes or has made changes to the software without RaceReady’s prior written permission. 24.13 RaceReady DOES NOT WARRANT THAT THE SOFTWARE SHALL OPERATE WITHOUT INTERRUPTION, ERRORS OR OTHER DEFECTS OR THAT ALL ERRORS AND OTHER DEFECTS SHALL BE CORRECTED. RaceReady DOES NOT MAKE ANY WARRANTY FOR ANY THIRD PARTY SOFTWARE. IN NO CASE WILL RaceReady BE LIABLE FOR ANY DAMAGES (DIRECT OF INDIRECT) DUE TO THE (MAL)FUNCTIONING OF SOFTWARE, OTHER THAN MENTIONED IN THIS SECTION. 24.14 Errors shall be fixed at a location to be determined by RaceReady. RaceReady shall be entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the software. 24.15 Client hereby grants RaceReady, or an agent designated by RaceReady, the right to perform an audit of Client’s use of the software during normal business hours; Client agrees to cooperate with RaceReady in such audit; and Client agrees to provide RaceReady with all records reasonably related to Client’s use of the software. The audit will be limited to verification of Client’s compliance with the terms of these General Conditions. 24.16 RaceReady may suspend, terminate, withdraw or discontinue the software license granted hereunder, all or part of the services and/or the access of one or more users’ access to the software, upon the occurrence of an Event of Default described in Article 14. With respect to software provided or otherwise made available to Client by RaceReady in connection with its products or services, it may be necessary for RaceReady to perform scheduled or unscheduled repairs or maintenance or remotely patch or upgrade the software, which may temporarily degrade the quality of the services or result in partial or complete unavailability of the products or software. RaceReady provides no assurance that Client will receive advance notification of such activities or that the products, software or services will be uninterrupted or error-free. Unless otherwise agreed to in writing between Client and RaceReady in a separate agreement, any degradation or interruption in the Software or Services shall not give rise to a refund or credit of any fees paid by Client. 24.17 Client AGREES THAT THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE PRODUCTS AND SOFTWARE, INCLUDING TELEPHONE, COMPUTER NETWORKS AND THE INTERNET, OR TO TRANSMIT INFORMATION, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF THE PRODUCTS OR SOFTWARE. RaceReady SHALL NOT BE LIABLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF Client’S ACCESS TO OR USE OF THE PRODUCTS OR SOFTWARE. 3. SUBSCRIPTION-BASED PRODUCTS.
Article 26 –Event Results Website 26.1 Certain of RaceReady hosted software and hardware products permit race and practice results to be uploaded to RaceReady’s servers or other remote sites by Client or end users. Such hosting services may be subject to a “Hosted Software & Services Agreement” or similar agreement setting forth the specific terms and conditions of use. In such event, the terms and conditions contained in such agreement shall govern, in addition to those provided in this Article 26 and elsewhere in these General Conditions. 26.2 RaceReady results website is engineered specifically for use with RaceReady brand timing hardware and software, and may be damaged by uploading data from non-RaceReady products. In order to protect the integrity of and prevent potential damage to the RaceReady event website, Client and any end users may only upload results generated exclusively by RaceReady hardware products and software. In the event Client violates its obligations set out in this Article 26.2, RaceReady reserves the right to collect a website usage fee of up to $1,000 for each individual instance of uploading data from non-RaceReady transponders, decoders or other hardware products, as a usage fee and not as a penalty, without prejudice to any other remedies it may have for such violation under these General Conditions. Client shall also be responsible for any damage resulting to the RaceReady event website as a result of a violation of this Article 26.2. 26.3 Certain RaceReady products require Client to download and install annual firmware and software updates in order to ensure continued operation. It is Client’s responsibility to insure that regular software firmware updates are conducted. Service can be terminated if not the latest version of software and hardware are used. 26.4 Client AGREES THAT THE OPERATION AND AVAILABILITY OF THE SYSTEMS USED FOR ACCESSING AND INTERACTING WITH THE RaceReady EVENT WEBSITE, INCLUDING TELEPHONE, COMPUTER NETWORKS AND THE INTERNET, CAN BE UNPREDICTABLE AND MAY, FROM TIME TO TIME, INTERFERE WITH OR PREVENT ACCESS TO OR USE OR OPERATION OF THE PRODUCTS OR SOFTWARE. RaceReady SHALL NOT BE LIABLE FOR ANY SUCH INTERFERENCE WITH OR PREVENTION OF Client’S ACCESS TO OR USE OF THE RaceReady EVENT WEBSITE, THE PRODUCTS OR SOFTWARE. 26.5 RaceReady DOES NOT WARRANT THAT THE RaceReady WEBSITE SHALL OPERATE WITHOUT INTERRUPTION, ERRORS OR OTHER DEFECTS OR THAT ALL ERRORS AND OTHER DEFECTS SHALL BE CORRECTED. IN NO CASE WILL RaceReady BE LIABLE FOR ANY DAMAGES (DIRECT OF INDIRECT) DUE TO THE (MAL)FUNCTIONING OF THE RaceReady EVENT WEBSITE. 5. MISCELLANEOUS PROVISIONS
Article 27 – Independent Contractor Relationship; Assignment; Subcontracting The parties are independent contractors. No provision of these General Conditions will or shall be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between RaceReady and Client. RaceReady has the right to assign, subcontract or delegate in whole or in part these General Conditions, or any rights, duties, obligations or liabilities under these General Conditions, by operation of law or otherwise, provided that RaceReady shall remain responsible for the performance of any services under these General Conditions. Otherwise, neither party may assign these General Conditions without the permission of the other.
Article 28 – Export Compliance Client acknowledges that the products and software provided under these General Conditions, which may include technology and encryption, are subject to the customs and export control laws and regulations of the United States (“U.S.”). Client agrees to abide by those laws and regulations. RaceReady’s acceptance of any order for products, software, or services is contingent upon the issuance of any applicable export license required by the U.S. Government or any other applicable national government; RaceReady is not liable for delays or failure to deliver products, software, or services resulting from Client’s failure to obtain such license or to provide such certification. Each party agrees to indemnify, defend and hold the other harmless from any third-party claims, demands, or causes of action against the other due to the indemnifying party’s violation or alleged violation of the applicable export laws, regulations or orders.
Article 29 – Entire Agreement; Severability These General Conditions (and any order or separate agreement) constitutes the entire agreement between Client and RaceReady with respect to its subject matter and supersedes all prior oral and written understandings, communications, or agreements between Client and RaceReady. Subject to the following paragraph (Updates), no amendment to or modification of these General Conditions, in whole or in part, will be valid or binding unless it is in writing and executed by authorized representatives of both parties. If any provision of these General Conditions should be found to be void or unenforceable, such provision will be stricken or modified, but only to the extent necessary to comply with the law, and the remainder of these General Conditions will remain in full force and will not be terminated.
Article 30 – Updates to General Conditions RaceReady reserves the right to update these General Conditions at any time, effective upon posting an updated version at www.RaceReady.com/termsconditions; however, Client’s rights and obligations shall be as provided in the version of these General Conditions executed by Client or available to Client at the time of Client’s purchase of products or services or, when applicable, renewal of software or services.
Article 31 – Governing Law These General Conditions, any related agreement, and any claim, dispute or controversy of any kind between Client and RaceReady (including their affiliates, contractors and agents, and each of their respective employees, directors and officers) arising from or relating to these General Conditions or any related agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from these General Conditions (a “Dispute”) shall be governed by the laws of the State of Utah (USA), without regard to conflicts of law. The parties agree that the UN Convention for the International Sale of Goods will have no force or effect on these General Conditions.
Article 32 – Venue The parties agree that any Dispute shall be brought exclusively in the state or federal courts located in Utah County, Utah (USA), Client and RaceReady agree to submit to the personal jurisdiction of the state and federal courts located within Utah County, Utah (USA), and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts. Notwithstanding the foregoing, RaceReady retains the right to cause any Dispute to be adjudicated by the court of the place of residence or domicile of Client.
Article 33 – Waiver of Jury Trial The parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any Dispute.
Article 34 – Notices
Notice to RaceReady under these General Conditions or any separate agreement must be in writing and sent by postage prepaid first-class mail or receipted courier service to the address below or to such other address (including facsimile or e-mail) as specified in writing, and will be effective upon receipt. RaceReady US, Inc. 452 W 1200 N Mapleton, UT Utah (USA) 84664
Article 35 – Additional Named Insured. If Client is using RaceReady leased equipment, Client agrees to name RaceReady, Inc as an Additional Named Insured on its general liability policy, and to provide a certification of such insurance to RaceReady prior to using any equipment or software provided by RaceReady, and to maintain such insurance through the duration of the contract.