USER dAGREEMENT

Agreement between User and www.raceprime.com and the Race Prime mobile applications

Welcome to www.raceprime.com and the Race Prime mobile applications. The www.raceprime.com website and the Race Prime mobile applications (collectively the "Site") is comprised of various web pages operated by Race Prime Corp. www.raceprime.com and the mobile applications are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of www.raceprime.com and the mobile applications constitutes your agreement to all such terms. Please read these terms carefully, and keep a copy of them for your reference. If you create or use an account on behalf of a business entity, you represent that you are authorized to act on behalf of such business and bind the business to this User Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this User Agreement. All policies and additional terms posted on and in our sites, mobile applications, tools, and services are incorporated into this User Agreement. You agree to comply with all terms of this User Agreement when accessing or using our Services. The party you are contracting with is Race Prime Corp, a Florida corporation (“Race Prime”, “We”, “Our”), 3785 N.W. 82 Avenue, Suite 107, Doral, Florida 33166.

Definitions

The term “Vehicle(s)” as used in this document refers to cars, trucks, karts, or motorcycles.

Using Race Prime

www.raceprime.com and the Race Prime mobile applications are an E-Commerce Site. Race Prime Corp provides a medium for drivers and owners to connect. However, Race Prime Corp does not own or lease any race vehicles, does not provide any of the race vehicles, does not provide any services and does not assume any of the duties, obligations, or liabilities of vehicle owners, drivers, tracks, and promoters. Vehicle owners publish an available opportunity (“ride”) for a person to drive their vehicle at high performance events scheduled on race tracks. The term “user(s)” means any user of the Site, including but not limited to drivers, owners, third party providers, and their agents. The terms “owner(s)” or “team(s)” includes race teams, owners of race vehicles, and those individuals that have the right to provide the services of high performance vehicles. The term “driver(s)” includes anyone that uses the Site for the purpose of driving a high performance vehicle.

This is Not the Contract to Drive the Vehicle

THE ACTUAL CONTRACT TO RENT THE VEHICLE OR TO OTHERWISE DRIVE THE VEHICLE IS DIRECTLY BETWEEN THE DRIVER AND THE VEHICLE OWNER. RACE PRIME MAKES NO REPRESENTATION OR WARRANTY ON THE ACCURACY OF THE INFORMATION BEING PUBLISHED BY OWNERS OR DRIVERS (“USERS”) ON THE SITE OR OTHERWISE, AND USERS SPECIFICALLY AGREE TO CONDUCT THEIR OWN INVESTIGATIONS OF THE SERVICES, LISTINGS, VEHICLES, EVENTS, TRACKS, OR DRIVERS TO THE TRANSACTION. WHILE WE MAY HELP FACILITATE THE PAYMENT OF FEES TO THE PARTIES AND THE RESOLUTION OF DISPUTES, RACE PRIME HAS NO CONTROL OVER AND DOES NOT GUARANTEE: THE EXISTENCE, QUALITY, SAFETY OR LEGALITY OF SERVICES, LISTINGS, VEHICLES, EVENTS, TRACKS OR DRIVERS; THE TRUTH OR ACCURACY OF USERS' PROFILE OR LISTINGS; THE ABILITY OF VEHICLE OWNERS TO PROVIDE WHAT WAS PUBLISHED OR PROMISED; THE ABILITY OF USERS TO PAY FOR SERVICES; OR THAT A DRIVER OR OWNER WILL ACTUALLY COMPETE IN AN EVENT. IF YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE US (AND OUR AFFILIATES AND SUBSIDIARIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

Additional Terms when Using Mobile Applications

Use of the mobile application may not contain the same functionality available on Race Prime websites. Prohibited Countries Policy and Foreign Trade Regulation. Mobile applications or their underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) any country subject to United States embargo; (b) to anyone on the U.S. Department of the Treasury’s list of Specially Designated Nationals or on the U.S. Department of Commerce’s Denied Party or Entity List; and (c) to any prohibited country, person, end-user, or entity specified by U.S. export laws. When using a mobile application, you are responsible for complying with trade regulations and both foreign and domestic laws (e.g., you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a "terrorist supporting" country, and you are not listed on any U.S. government list of prohibited or restricted parties).

Information Posted, Inappropriate, Inaccurate or Fraudulent Activities and Right to Remove any Listing or Profile

Race Prime Corp does not verify any of the information posted by users including but not limited to any information regarding any of the vehicles being offered, the services being offered by owners, the profile information of the owners or drivers, the suitability of the race track, or anything else related to the services being provided. The user hereby agrees to conduct its own investigation with regards to the particular listing or profile and that it will not rely on Race Prime Corp to verify any such information. Users are responsible for reading the full posting before making an offer, paying a deposit, or otherwise committing to the services offered by owners. Users are cautioned to be attentive to any fraudulent schemes. Users are encouraged to inform Race Prime Corp of any suspicious activity. Race Prime Corp reserves the right to remove any portion of any listing or profile that it deems at its sole discretion to be inappropriate, inaccurate, or fraudulent in nature. In addition, we reserve the right to add, delete, or change the name of race track names or race categories or race series that we deem are incorrectly referenced or spelled.

Users agree not to: (a) breach or circumvent any laws or regulations; (b) use our services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Site, or are a person with whom transactions are prohibited under economic or trade sanctions; (c) interfere with any other user’s listings; (d) post false, inaccurate, misleading, deceptive, defamatory, or libelous content; (e) transfer your Race Prime account to another party without our consent; (f) distribute unsolicited or bulk information; (g) distribute viruses or any other technologies that may harm Race Prime or the interests of its users; (h) use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our services for any purpose; (i) interfere with the working of our services, or impose an unreasonable or disproportionately large load on our infrastructure; (j) infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively “Intellectual Property Rights”) that belong to or are licensed to Race Prime Corp. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to Race Prime Corp or someone else; (k) infringe any Intellectual Property Rights that belong to third parties affected by your use of the services or post content that does not belong to you; (l) commercialize any Race Prime application or any information or software associated with such application, except with the prior express written permission of Race Prime Corp; (m) harvest or otherwise collect information about users without their consent; or (n) circumvent any technical measures used to provide the services.

If we believe you are abusing Race Prime Corp and/or our services in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our services.

You are responsible for the accuracy and content of the listing and services offered. Your listing may not be immediately searchable by keyword or filters for several hours (or up to 24 hours in some circumstances).

Driver Profiles

The minimum information that will be visible to other users is your name and contact email address. All other information is optional. Your account email address may be different than your contact email address.

Price Listed

The price listed by owners will likely not include all costs to you. For example, some owners may require in addition to the amount of the price being listed, that a Driver pay for any crash damage, entry fees, transportation and lodging costs, cost of supplies such as tires, fuel, consumables, etc. Drivers are highly cautioned to clarify these issues with owners and consult with an attorney before paying a deposit or otherwise entering into an agreement with the owner.

Offers, Applications, and Reservations

Any Offer made by a Driver using our platform is an offer to an Owner, not to Race Prime. Any acceptance of an offer is by an owner, and not by Race Prime. Race Prime uses the final amount of the offer or counteroffer accepted by the parties in determining the Deposit amount plus platform transaction fees. When a ride is reserved, it does not create any legal binding agreement between the User and Race Prime. The word “Apply” or “Application” is used to notify Drivers and Owners that a driver is interested in securing a particular ride and that further action may be required by and among the parties to this transaction and further to notify other users that this particular ride may no longer be available. A listing is marked as “reserved” when the ride owner approves the application of a driver. A ride may have multiple offers and still be listed as available (not marked “reserved”) if the Owner has not approved the application of a driver. Once an Owner accepts the application of a Driver, all other applications are automatically rejected and the ride is shown as “Reserved” on the listing. If an owner opted to collect deposits outside of Race Prime, then the owner still must accept the application of a driver so that it shows as “Reserved” to other drivers. If a Driver or Owner cancels a reservation on a ride that did not require a deposit, the “Reserved” status will be removed and the ride will be available again to other applications. Race Prime reserves the right to suspend or cancel the membership of any user that cancels a reservation without just cause at Race Prime’s sole discretion.

Release, Assumption of Risk, Waiver of Liability and Indemnity

RACE PRIME CORP MAKES NO GUARANTEE, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, FITNESS, SAFETY, EFFICIENCY, ROADABILITY OR RACEABILITY OF ANY OF THE RACE VEHICLES BEING OFFERED ON THE SITE.

USERS ARE FULL AWARE OF THE RISKS AND HAZARDS INHERENT IN THE VEHICLE RACING BUSINESS AND IN DRIVER’S PARTICIPATION IN THE ACTIVITIES. ACCORDINGLY, FOR GOOD AND VALUABLE CONSIDERATION, USERS ELECT TO VOLUNTARILY PERFORM AND PARTICIPATE IN SAID ACTIVITIES, AND TO ASSUME ALL RISKS OF LOSS, DAMAGE, AND INJURY, INCLUDING DEATH, THAT MAY BE SUSTAINED BY DRIVER. USERS HEREBY RELEASE, DISCHARGE, AND HOLD HARMLESS RACE PRIME CORP, THEIR AGENTS, SUCCESSORS AND ASSIGNS, AND THEIR PARENT AND SUBSIDIARY CORPORATIONS AND ENTITIES, TOGETHER WITH ALL THEIR OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, MEMBERS, AND PARTNERS (HEREINAFTER ALL SUCH ENTITIES AND PERSONS SHALL BE COLLECTIVELY REFERRED TO AS THE “RELEASED PARTIES”), FROM ANY AND ALL CLAIMS, DEMANDS, LAWSUITS, ACTIONS, CAUSES OF ACTION, LITIGATIONS AND/OR LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO ANY LOSS, DAMAGE (PERSONAL, PROPERTY OR OTHERWISE), OR PERSONAL INJURY, INCLUDING DEATH, THAT MAY BE SUSTAINED BY USERS WHILE IN ANY WAY PERFORMING, PARTICIPATING OR PREPARING TO PARTICIPATE IN OR IN CONNECTION WITH THE ACTIVITIES BEING OFFERED ON THE SITE. USERS EXPRESSLY ACKNOWLEDGE, ACCEPT, AND AGREE TO BE BOUND BY ALL OF THE FOREGOING PROVISIONS SET FORTH IN THIS PARAGRAPH.

THE FOREGOING RELEASE AND INDEMNIFICATION SHALL BE BINDING UPON USER’S SPOUSE, HEIRS, NEXT OF KIN, DISTRIBUTEES, EXECUTORS, ADMINISTRATORS, AND THEIR ASSIGNS.

USERS HAVE READ THIS RELEASE AND WAIVER OF LIABILITY, ASSUMPTION OF RISK AND INDEMNITY, FULLY UNDERSTAND ITS TERMS, AND VOLUNTARILY AGREE TO BE BOUND WITHOUT ANY INDUCEMENT, ASSURANCE, OR GUARANTEE BEING MADE TO USER.

How to be listed under “Teams” and “Team Rides”

For a Vehicle owner to be listed under “Teams” and to have a ride listed under the classification “Team Ride”, you need to have an account in good standing, pay the applicable fee, and have an established business of providing racing personnel, support equipment, and services of “arrive and drive” opportunities. Race Prime Corp will pursuant to its sole discretion evaluate and determine whether the evidence is satisfactory, and may require additional information or waive the necessity of certain information on a case by case basis. We may also remove any listings from “Teams” and “Team Ride” if we believe in our sole discretion that these conditions are no longer met.

Duplicate Listings or Profiles:

Drivers and Vehicle owners are prohibited from listing the same vehicle in the same event multiple times except if the listing is for multiple drivers to share the same vehicle in the same event, and further are prohibited from posting the same or substantially the same profile under different accounts. Drivers and Vehicle owners may not create multiple accounts for the purpose of listing more rides that are permitted under the membership plan selected. Race Prime reserves the right at its sole discretion to suspend or remove any listing, profile, or account it deems to be duplicative.

Deposits and Managed Payments


Requesting, Paying, and Releasing the Deposit

Vehicle owners may require a deposit from the driver using the Race Prime (“Site”) platform and its third-party providers, Plaid and Stripe, to secure the ride pursuant to the terms and conditions set forth between the owner and the driver. The Deposit amount is subtracted from the price accepted by the Owner and Driver and the balance is collected by the Owner outside the Race Prime Platform. The Deposit collected through Race Prime is not to be used as a Crash Damage deposit and Race Prime will not consider crash damage with regards to releasing the Deposit amount. Before leaving a deposit or during the “Cancellation Period” as set forth below, drivers are advised to secure the terms of the agreement directly with the Owner. The Deposit amount collected from the Driver shall be an amount equal to fifteen percent (15%) plus one percent (1%) transaction fee, of the price accepted by the Owner and Driver on the Site. For Example:

  • Price of Ride: $2,000
  • Deposit Amount (15%): $300
  • Platform Fee (1%): $20
  • Total amount collected: $320

More than 20 days before the event, the Owner may request the online deposit from the Driver. Drivers will not be able to pay deposits online within 14 days of the Event. The online transaction is subject to cancellation by either Driver or Owner within 48 hours (“Cancellation Period”) after Driver pays the deposit online through the Site and its third-party providers. If the Driver paid the deposit with a credit card, then there will be an authorization hold for the deposit amount plus the transaction fee during the Cancellation Period. Driver will not be charged, but the hold means that Driver will not be able to access these funds until the hold is released to Driver if the reservation is cancelled during the Cancellation Period. For example, if you are paying with a credit card with a total credit limit of $5,000, and there is a deposit and transaction fee of $500, your credit limit would then be $4,500 until the hold is released. After the Cancellation Period, the deposit and transaction fee payment will be processed, and the deposit will be held in the general Race Prime account within Stripe. The deposit will be automatically released to the Owner’s Stripe account the day after the conclusion of the Event, unless Owner requests to cancel the reservation or Driver makes a claim for the deposit before the deposit is released to the Owner’s Stripe account. Once the deposit is released to the Owner’s Stripe account, there may be an additional processing time before Stripe deposits the funds in the Owner’s connected external bank account.

Filing a Claim and Requesting a Cancelation

Before the deposit is released to the Owner, the Driver can file a claim for a full or partial refund of the Deposit if there is a justifiable reason to do so by selecting “File a Deposit Claim” and by sending an email to support@raceprime.com that refers to the particular ride and an explanation of your claim. If the Driver does not make a claim for a refund before the deposit is released, the Driver will not have the option to participate in a claims process through the Site, and the deposit will be released to the Owner. If we determine at our sole discretion that there is a justifiable reason to refund the full or partial deposit to the driver, then we will refund the deposit minus the transaction fee. Justifiable reasons include but are not limited to the Owner’s failure to arrive at the track with the vehicle as scheduled, no portion of the Event took place during the scheduled dates as reflected in the listing when the deposit was made, or the Owner agrees with the refund. Justifiable reason will not include how competitive the race vehicle was or poor race results. After the 48-hour “cancellation period” after a driver pays the deposit, an Owner may request to cancel a reservation, remove the “reserved” label on the ride thus make the ride available to other drivers, and claim the full or partial amount of the Deposit if there is a justifiable reason to do so by selecting “Request a Cancellation” and by sending an email to support@raceprime.com that refers to the particular ride and an explanation of your claim. At our sole discretion, we may decide that there is a justifiable reason to remove the “reserved” status on the ride and or release the full or partial deposit to the Owner. Justifiable reasons include but are not limited to Driver’s misrepresentation of licenses held and required for participation in the Event, or the Driver agrees with the requested outcome. We may grant the Owner the ability to remove the “reserved” label but return the deposit to the Driver. It is essential that each party respond quickly to any inquiries from Race Prime. In any case, we will attempt for the Driver and the Owner each to have had an opportunity to provide any clarifying details and documentation needed to reach a resolution. We reserve the right to apportion the deposit among the parties if we believe it is fair to do so. Most deposit claims are expected to be resolved within one week. Communication through email is required in order to collect needed documentation from Drivers and Owners, which may include photos and video (i.e. photographs of the vehicle at the track, etc.) along with other documentation. Driver and Vehicle Owner agree that whatever decision is rendered by Race Prime Corp is final and non-appealable and further agree to release Race Prime Corp for whatever decision and actions it takes with respect to the deposit.

Summary of Important Dates
Date Action
More than 20 days before the event start date Owners may request deposit from the Driver
14 days before the event start date or later Deposits may no longer be paid through the platform
Up to 48 hours after leaving a deposit Either party may cancel a transaction and return the deposit to the Driver without incurring a transaction fee
The day after the event end date Race Prime will automatically release deposit to Owner
Before deposit is released by Race Prime Driver can make a claim for the deposit if there is a justifiable reason. Owner can request the cancelation of the reservation if there is a justifiable reason.
Issues With Third-Party Merchants

There may be instances where a deposit using ACH payment is declined, or a credit card charge was disputed by the Driver. Race Prime may assist the parties (but with no obligation to do so) in collecting the funds. Race Prime has no responsibility as to any funds that Stripe decides will not be made available, but Race Prime will assist the parties in communicating with Stripe to resolve the issue. Race Prime reserves the right to suspend an account or prohibit any driver or owner from using the platform for any reason including but not limited to if a request for a refunds is done to the detriment of Race Prime (i.e. having to pay from Race Prime’s funds) or done without good reason as determined solely by Race Prime.

Policy Enforcement

When a driver or owner issue arises, we may consider the user's performance history and the specific circumstances in applying our policies. We may choose to be more lenient with policy enforcement in an effort to do the right thing for both drivers and owners.

Electronic Communications

Visiting the Site or sending emails to Race Prime Corp constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Your Account

If you use the Site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer and mobile device, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that Race Prime Corp is not responsible for third party access to your account that results from theft or misappropriation of your account. Race Prime Corp and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.

Minors

Race Prime Corp does not knowingly collect, either online or offline, personal information from persons under the age of eighteen. If you are under 18, you are prohibited from using www.raceprime.com and the mobile applications.

Cancellation of Membership/Refund Policy

You may cancel your monthly subscription at any time. There is no partial refund for cancelling the subscription before the end of the then current monthly period. There is no refund for cancelling any annual subscription. To cancel a premium subscription, visit your “Account Settings” and select “Basic” membership. If you want to remove your free basic membership, please contact us at support@raceprime.com. Note that if you reactivate your premium membership, your payment method will be charged and there is no credit for any time remaining on your subscription at the time of your earlier cancellation. If Race Prime cancels or suspends your membership or changes your membership to a lesser tier as a result of violation of this User Agreement, no refund or credit will be provided.

Links to Third Party Sites/Third Party Services

The Site may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Race Prime Corp and Race Prime Corp is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Race Prime Corp is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Race Prime Corp of the site or any association with its operators.

Certain services made available via the Site are delivered by third party sites and organizations. By using any product, service or functionality originating from the www.raceprime.com domain or the mobile applications, you hereby acknowledge and consent that Race Prime Corp may share such information and data with any third party with whom Race Prime Corp has a contractual relationship to provide the requested product, service or functionality on behalf of www.raceprime.com and mobile application users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Race Prime Corp that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Race Prime Corp or its suppliers and licensors and protected by copyright, patent, trade secret, trademark, or unfair competition laws, and any and all other laws that protect intellectual property and proprietary rights, including all applications, renewals, extensions, and restorations thereof. You agree to observe and abide by all copyright, patent, and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, adapt, translate, publish, transmit, decompile, reverse engineer, disassemble, participate in the transfer or sale, create derivative works, or otherwise attempt to derive source code from any website or mobile application or in any way exploit any of the content, in whole or in part, found on the Site. Race Prime Corp content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Race Prime Corp and the copyright and patent owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Race Prime Corp or our licensors except as expressly authorized by these Terms.

Use of Communication Services

The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, "Communication Services"). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.

By way of example, and not as a limitation, you agree that when using a Communication Service, you will not: defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information; upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents; upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages; conduct or forward surveys, contests, pyramid schemes or chain letters; download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner; falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded; restrict or inhibit any other user from using and enjoying the Communication Services; violate any code of conduct or other guidelines which may be applicable for any particular Communication Service; harvest or otherwise collect information about others, including e-mail addresses, without their consent; violate any applicable laws or regulations.

Race Prime Corp has no obligation to monitor the Communication Services. However, Race Prime Corp reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Race Prime Corp reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Race Prime Corp reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Race Prime Corp's sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Race Prime Corp does not control or endorse the content, messages or information found in any Communication Service and, therefore, Race Prime Corp specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Race Prime Corp spokespersons, and their views do not necessarily reflect those of Race Prime Corp.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.

Materials Provided to the Site or Posted on Any Race Prime Corp Web Page or mobile application

When you provide content using the our services (directly or indirectly), you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all Intellectual Property Rights you have in that content in connection with our provision, expansion, and promotion of our services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, you waive your right to enforce your Intellectual Property Rights in that content against Race Prime, our assignees, our sublicensees, and their assignees in connection with our, those assignees', and those sublicensees' use of that content in connection with our provision, expansion, and promotion of our services.

You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under this User Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with this User Agreement, does not and will not infringe any Intellectual Property Rights of any third party. We take no responsibility and assume no liability for any content provided by you or any third party.

The name "Race Prime" and other Race Prime marks, logos, designs, and phrases that we use in connection with our services are trademarks, service marks, or trade dress of Race Prime in the U.S. and other countries. They may not be used without the express written prior permission of Race Prime Corp.

Race Prime Corp does not claim ownership of the materials you provide to the Site (including feedback and suggestions) or post, upload, input or submit to any Race Prime Corp Site or mobile application or our associated services (collectively "Submissions"). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Race Prime Corp, our affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Race Prime Corp is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Race Prime Corp's sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

Third Party Accounts

You will be able to connect your Race Prime Corp account to third party accounts. By connecting your Race Prime Corp account to your third party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third party sites). If you do not want information about you to be shared in this manner, do not use this feature.

International Users

Our services are controlled, operated and administered by Race Prime Corp from our offices within the USA. If you access our services from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Race Prime Corp Content accessed through www.raceprime.com or the mobile applications in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Advertising

We may display third-party advertisements (including links and references thereto) or other content in any part of our Site, in our sole discretion and without consent from, or payment, fee reduction, or other credit to users.

Privacy of Others

If We provide you with information about another user, you agree you will use the information only for the purposes that it is provided to you. You may not disclose, sell, rent, or distribute a user's information to a third party for purposes unrelated to the services. Additionally, you may not use user information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

Indemnification

You agree to indemnify, defend and hold harmless Race Prime Corp, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this User Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Race Prime Corp reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Race Prime Corp in asserting any available defenses.

Arbitration and Governing Law

In the event the parties are not able to resolve any claim or dispute between them arising out of or concerning this User Agreement or previous versions of this User Agreement, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association (www.adr.org), or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of Florida, without regard to principles of conflict of laws, will govern this User Agreement, or any previous version, and any claim or dispute that has arisen or may arise between you and Race Prime Corp. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns this User Agreement or previous versions of this User Agreement, each party shall pay for its own costs and attorney's fees regardless of who is the prevailing party. Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that has arisen or may arise between you and Race Prime Corp must be resolved exclusively by a state or federal court located in Miami-Dade County, Florida. You and Race Prime Corp agree to submit to the personal jurisdiction of the courts located within Miami-Dade County, Florida for the purpose of litigating all such claims or disputes. This arbitration provision shall survive the termination of User Agreement.

Class Action Waiver

Any arbitration under this User Agreement will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING AGAINST THE OTHER. FURTHER, UNLESS BOTH YOU AND RACE PRIME CORP AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. RACE PRIME CORP AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

RACE PRIME CORP AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. RACE PRIME CORP AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL RACE PRIME CORP AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF RACE PRIME CORP OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

Race Prime Corp reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Florida and you hereby consent to the exclusive jurisdiction and venue of courts in Florida in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Race Prime Corp as a result of this agreement or use of the Site. Race Prime Corp's performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Race Prime Corp's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Race Prime Corp with respect to such use.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Race Prime Corp with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Race Prime Corp with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Unenforceable Terms, Headings, and Non-Waiver:

Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty, disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Changes to User Agreement

Race Prime Corp reserves the right, in its sole discretion, to change the terms under which www.raceprime.com and the mobile applications are offered. The most current version of the User Agreement will supersede all previous versions. We may amend this User Agreement at any time by posting the amended terms on www.raceprime.com and its mobile applications. Race Prime Corp encourages you to periodically review the User Agreement to stay informed of our updates. Your continued access or use of our services constitutes your acceptance of the amended terms. We may also ask you to acknowledge your acceptance of the User Agreement through an electronic click-through. This User Agreement may not otherwise be amended except through mutual agreement by you and a Race Prime Corp representative who intends to amend this User Agreement and is duly authorized to agree to such an amendment.

Contact Us

Race Prime Corp welcomes your questions or comments regarding the Terms:


Race Prime Corp
3785 N.W. 82 Avenue, Suite 107
Doral, Florida 33166

Email Address:
contact@raceprime.com

Telephone number:
786-855-7223

Effective as of November 27, 2021
Version 11-27-21-1