Equicore Services Terms and Conditions
These terms and conditions create a contract between Equicore, LLC ("Equicore") and you (or "Subscriber"). This Data Subscription Agreement (the "Agreement") permits You to access, receive and use certain Data in accordance with the terms and conditions contained herein and contained in the database. The Agreement governs Your access to receive and use the Data and constitutes a binding legal agreement by and between Equicore and Subscriber. Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree.”
1. Definitions. "Database" means the online equine database compiling, storing, verifying and analyzing Data from multiple sources in the equine industry and providing access to such Data through customized reports and online Database subscriptions.
"Data" means information on equestrian competitions, including riders, judges and breeders and on individual horses (including without limitation performance Data, breeding Data, horse identification information, medical Data, photographs and video).
"Force Majeure Event" means any event beyond the reasonable control of a party to this Agreement which prevents or impairs performance of that party's obligations as a result of flood, weather conditions, earthquake or other act of God, fire, war, power or communication failures, or equipment or software malfunctions.
"Intellectual Property Rights" means patents, trademarks, tradenames, copyrights and other intellectual property rights.
"Person" means any natural person, corporation, partnership, limited liability company or other similar organization.
2. Proprietary Rights in Data. Subscriber acknowledges and agrees that, as between Equicore and Subscriber, Equicore owns the Data and any intellectual property rights in and to the Data or the Database (or is the licensee of such Data through third party content providers), that such Data constitutes valuable confidential information, trade secrets and/or proprietary rights of Equicore not otherwise within the public domain, and that, but for this Agreement, Subscriber would have no rights or access to such Data.
Subscriber acknowledges and agrees that the unauthorized use, reproduction or other disclosure of Database content, or any breach or threatened breach of any other covenants or agreements contained in this Agreement will cause irreparable injury to Equicore for which money damages would be an inadequate remedy. Accordingly, Subscriber acknowledges and agrees that Equicore shall be entitled to specific performance and injunctive or other equitable relief upon the breach or threatened breach of any provision, requirement or covenant of the Agreement in addition to any other legal or equitable remedies which may be available.
3. Subscriber Access to Database and Use of Data. This Agreement sets forth the terms and conditions under which Subscriber may use the Database. Subscriber acknowledges that Equicore may, in its discretion, discontinue disseminating Data through the Database or change or modify its content or transmission method. Subscriber acknowledges and agrees that Equicore reserves the right to reject any subscription request and may terminate Subscriber's access to the Database at any time for any reason or no reason.
Subscriber specifically agrees that Subscriber shall not use or permit another Person to access the Database or use the Data for the purpose of creating derivative products based upon or derived from the Data, whether or not such derivative works will be published or distributed to third parties. Subscriber will abide by any other limitations on use of the Database that Equicore may specify from time to time.
4. Subscription Fees. Subscriber will pay Equicore for the right to receive Data and for access to the Database in accordance with the then current fee schedule. Subscription fees are subject to modification by Equicore at any time to be effective upon the commencement of the Subscriber's next renewal term.
5. Covenants, Representations and Warranties of Subscriber. Subscriber covenants, represents and warrants that it is not engaged in the business of distributing Data to the public, and that it will receive and use the Data only as authorized under this Agreement.
Subscriber agrees that it will not use or permit any other Person to use the Data or the Database for any illegal purpose.
Subscriber agrees that it will not use the Data in any way to compete with Equicore in the marketing of its Database, nor use the Data in any way so as to assist or allow a third party to compete with Equicore.
Subscriber agrees that Subscriber's access to the Database and the provision of Data by Equicore is conditioned upon Subscriber's strict compliance with the terms of this Agreement, and that Equicore may, with or without notice and with or without cause, terminate the subscription whenever, in its judgment, there has been any default or breach by Subscriber of the terms and conditions set forth herein.
Subscriber represents and warrants that it has all necessary power and authority to execute and perform the Agreement; the Agreement is legal, valid, binding and enforceable against Subscriber; neither the execution of nor performance under the Agreement by Subscriber violates or will violate any law, rule, regulation or order, or any other agreement, document or instrument binding on or applicable to the Subscriber; and its access to the Database and use of the Data will be in accordance with all applicable United States, state and local laws, regulations and treaties.
6. Disclaimer of Warranties. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE DATA IS PROVIDED ON A "AS IS" "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. SUBSCRIBER AGREES THAT EQUICORE AND ITS AFFILIATES, AND ANY OF ITS RESPECTIVE MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS; AND ANY LICENSOR OF DATA TO EQUICORE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA OR THE TRANSMISSION, TIMELINESS, ACCURACY OR COMPLETENESS THEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR ANY WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR USE OR NONINFRINGEMENT, WHETHER ARISING BY STATUTE OR OTHERWISE, IN LAW OR FROM ANY COURSE OF DEALING OR USAGE OF TRADE.
7. Limitations of Liability and Damages. SUBSCRIBER AGREES THAT EQUICORE AND ITS MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, AND ANY LICENSOR TO EQUICORE:
(i) DO NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF THE DATA, NOR SHALL THEY BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON FOR ANY DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN THE DATA, OR IN THE TRANSMISSION THEREOF, OR FROM ANY OTHER DAMAGES ARISING IN CONNECTION WITH SUBSCRIBER'S RECEIPT OR USE OF THE DATA, WHETHER OR NOT RESULTING FROM NEGLIGENCE ON THEIR PART, A FORCE MAJEURE EVENT OR ANY OTHER CAUSE.
(ii) SHALL NOT BE LIABLE TO SUBSCRIBER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS, LIABILITY OR OTHER DAMAGE, DIRECT, INDIRECT OR CONSEQUENTIAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO:
(a) ANY INACCURACY OR INCOMPLETENESS IN THE DATABASE, OR DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS IN THE DELIVERY OF THE DATA; OR
(b) ANY DECISION MADE OR ACTION TAKEN OR NOT TAKEN BY SUBSCRIBER, IN RELIANCE UPON THE DATA, OR OTHERWISE; OR
(c) LOSS OF BUSINESS REVENUES, LOST PROFITS OR ANY PUNITIVE, INDIRECT, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF EQUICORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY OR ANY PART THEREOF SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CUMULATIVE LIABILITY OF EQUICORE SHALL NOT EXCEED THE ACTUAL AMOUNT OF LOSS OR DAMAGE TO THE SUBSCRIBER, OR THE AMOUNT OF SUBSCRIBER'S SUBSCRIPTION FEE PAID DURING THE PREVIOUS 12 MONTH PERIOD, WHICHEVER IS LESS.
8. Term and Termination. This Agreement will commence upon the Effective Date and will continue in force for a period of twelve (12) months from the Effective Date (the "Initial Term"), and shall automatically renew at the end of such Initial Term for an additional twelve (12) months, and automatically thereafter on an annual basis (each a "Renewal Term"). Either party may terminate the Agreement by notice in writing to the other party or by declining renewal of the Agreement at least ten (10) days prior to automatic renewal. Termination during the Initial or any Renewal Term shall not entitle Subscriber to a refund of any portion of the subscription fee.
Equicore may, from time to time, modify and amend the Agreement by continuing to access or use the Database and Data after Equicore has provided notice of a modification by posting the amended language to the Agreement on the Equicore Database. Subscriber agrees to be bound by such terms and conditions within the modified Agreement.
Upon any termination of the Agreement, Subscriber shall discontinue any use of the Database and delete any and all Data received during the term of the Agreement, including, without limitation, any stored historical Data.
9. Miscellaneous. Any action arising out of the Agreement shall be governed and construed in accordance with the laws of the State of Oklahoma. The parties submit to the exclusive jurisdiction of the state and federal courts situated in Tulsa County, Oklahoma.
Subscriber may not assign all or any part of this Agreement without the prior written consent of Equicore.
Subscriber may not modify or amend the terms of this Agreement.
If, for any reason, one or more provisions of this Agreement, or any part thereof is held invalid, the other provisions of the Agreement, or parts thereof, shall remain in full force and effect.