User Agreement
This User Agreement (this “Agreement”) is a contract between you and Equibase Company LLC (“Equibase”) and applies to your access to the Dropbox account maintained by Equibase (“Equibase Files”) and possession and use of Equibase’s data contained in the Equibase Files (the “Equibase Data”). YOU AGREE AND ACKNOLWEDGE THAT THIS AGREEMENT IS PERSONAL TO YOU AND IN NO EVENT SHALL YOU PROVIDE ANY THIRD PARTY OR PERSON WITH ACCESS TO THE EQUIBASE FILES, THE EQUIBASE DATA OR ANY PORTIONS OF DERIVATIVES OF THE EQUIBASE DATA.
As a predicate to your access to the Equibase Files and use of the Equibase Data you acknowledge that you have read, understood and agree to all terms of this Agreement as well as the Terms of Use and Privacy Policy maintained by Equibase, which are expressly incorporated herein. If you do not agree to the terms of this Agreement, the provisions of the Equibase Terms of Use and the Equibase Privacy Policy, then you must immediately cease any access to the Equibase Files and delete and purge all instances of the Equibase Data (including, without limitation, any subsets thereof and/or any derivatives thereof). In the event of a conflict between the provisions of this Agreement and the Equibase Terms of Use, the provisions of this Agreement shall prevail.
We may amend this Agreement or the Terms of Service at any time. Any revised versions will be effective at the time of receipt by you or posting to Equibase’s website.
In this Agreement, "you" or "your" means any person or entity accessing the Equibase Files. Unless otherwise stated, “we,” or “our” refer collectively to Equibase.
The Equibase Files
The Equibase Files are contained in a Dropbox data repository where you can access a particular set of data relating to Thoroughbred racing (“Equibase Data”). Following your successful registration with Equibase (including, without limitation, your agreement to this Agreement), you will be provided with personalized access information necessary to access the Equibase Files. In no event shall you transfer, share or otherwise make such access information available to any other person or third party.
You acknowledge and agree that (i) the Equibase Files and the Equibase Data may only be used for your own, internal, non-commercial testing purposes and (ii) you will not use the Equibase Files or the Equibase Data for any other purpose. You expressly agree that in no event shall you:
- Publicly display the Equibase Data or any analyses or derivatives thereof;
- Disseminate the display the Equibase Data or any analyses or derivatives thereof; or
- Provide any third party or person with access to the Equibase Files or the Equibase Data at any time without the advance written consent of Equibase in each such instance.
We make no promises or claims related to the availability or uptime of the Equibase Files or the Equibase Data. You further acknowledge and agree that Equibase does not commit to maintain availability of the Equibase Files and/or Equibase Data, and Equibase reserves the right to deny or cease your access to the Equibase Files and/or the Equibase Data at any time.
Limitations. You agree that: (i) Equibase has no obligation to maintain the Equibase Data within the Equibase Files and that Equibase may delete, truncate or add to the Equibase Data at any time without notice; and (ii) the Equibase Data may not be accessed for the purpose of monitoring performance, or functionality, or for any other benchmarking or competitive purposes. You further agree that you will not rely on any of the Equibase Data for wagering and/or handicapping purposes at any time.
“AS IS” WITH NO WARRANTY. THE EQUIBASE FILES AND EQUIBASE DATA ARE PROVIDED ARE PROVIDED (AND YOU HEREBY AGREED TO ACCEPT THEM) "AS IS" AND "WITH ALL FAULTS, DEFECTS AND ERRORS" AND EQUIBASE MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE EQUIBASE DATA (INCLUDING ANY WARRANTIES OF ACCURACY OR TIMELINESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT).
Indemnification. In the event of claim, suit or demand (including legal fees) made or incurred by any third party due to or arising out of (i) your breach of this Agreement, (ii) your violation of any law or the rights of a third party or (iii) your use of the Equibase Files or the Equibase Data you agree to indemnify, defend and hold Equibase, including its officers, directors and employees, harmless against any and all claims including, without limitation, claims for direct, consequential, special and punitive damages and for court costs and reasonable attorney’s fees.
LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE EQUIBASE FILES, THE EQUIBASE DATA, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). OUR LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE AMOUNT OF DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED $500.00.
YOU RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS IN THIS AGREEMENT ARE MATERIALLY BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.
Rights and Licenses
Equibase Ownership. We own and reserve all right, title, and interest in and to the Equibase Files, and all Equibase Data. No rights are granted to you hereunder other than as expressly set forth herein.
License to Equibase Files and Equibase Data. Subject to your continued compliance with the terms of this Agreement at all times, and solely during the term of this Agreement, Equibase grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Equibase Files and Equibase Data solely for your own, personal use in accordance with the limitations set forth herein.
License Restrictions. You will not, and will not permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to access the Equibase Files; (ii) modify, translate, or create derivative works based on the Equibase Data for any purpose other than your own internal non-commercial purposes, subject in all cases to the other limitations in this Agreement and the Term of Use; (iii) use the Equibase Files and Equibase Data for any purpose not compliance with any applicable laws and regulations.
To the extent that you are accessing the Equibase Files on behalf of a third party (corporation, company or other legal entity or other person), you warrant and represent that you are competent and authorized to enter into this Agreement on behalf of the legal entity or person for whom you purport to sign. You agree to indemnify and hold Equibase harmless against any claim, suit or demand, including necessary expenses of investigation and reasonable attorneys’ fees, in which it may be asserted that you were not competent and/or so authorized to execute this Agreement.
Confidentiality
Definition. Equibase’s “Confidential Information” includes the Equibase Files, Equibase Data and Dropbox log-in credentials supplied by Equibase to you, and all non-public information regarding the operation of Equibase’s services.
Confidentiality Obligations. You agree to hold Equibase’s Confidential Information in confidence and not to use it other than as necessary to use the Equibase Files as contemplated in this Agreement. You agree to cease use of and, as applicable, return all Confidential Information at Equibase’s request. These confidentiality obligations shall not apply to information which (a) has entered the public domain except where such entry is the result of your breach of this Agreement; (b) prior to disclosure hereunder was already in your possession; or (c) subsequent to disclosure hereunder is obtained by you on a non-confidential basis from a third party who has the right to disclose such information to you.
Term and Termination
This Agreement shall begin on the date you first access the Equibase Files and will continue until the expiration of your access to the Equibase Files or until earlier terminated by either party. Either you or Equibase may terminate the Agreement at any time and for any reason upon thirty (30) days’ notice. Either party may terminate the agreement effective immediately in the event of a breach of the agreement by the other party. Equibase may terminate this Agreement by sending notice to the email address you used when registering for Equibase Files access. In the event you wish to terminate this Agreement, you shall send a written letter specifying your desire to terminate this Agreement to:
General Counsel
Equibase Company LLC
821 Corporate Drive
Lexington, KY 40503
Upon a termination of this Agreement (a) all licenses granted to you shall cease and (b) you will ensure that you have deleted and purged all Equibase Data, portions and derivatives thereof, from your systems, files, servers and other repositories.
Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky without regard to the conflicts of laws provisions therein, and the parties agree to be subject to the exclusive jurisdiction of the courts in the County of Fayette, Kentucky in the event a suit is commenced in connection with this Agreement. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof. By your access and use of the Equibase Files and the Equibase Data you acknowledge that you have read, understood and agree to all terms of this Agreement.