Non-Commercial Right To Access License

Purchase Agreement between Sagera LLC. (Sagera) and Purchaser:

1. Purchase Agreement:
1. Purchaser wishes to purchase 12 month access rights to certain race data that is in Sagera's possession.
2. Sagera wishes to provide Purchaser with access to the specific race data in its possession.
2. Purchaser acknowledges and understands to the following:
1. Sagera collects race data that is provided by its member Tracks and Series.
2. Although Sagera uses "best effort" to ensure the data is complete and accurate Sagera does not have control over its member Tracks and Series with regards to the quality, accuracy, reliability or completeness of the data that are sent to Sagera by the member Tracks and Series.
3. Sagera reserves the right to add and/or remove member Tracks and/or Series that it collects race data from during this agreement.
3. Purchaser acknowledges that this agreement is for their personal use only:
1. Purchaser will not use the race data for any commercial purpose whatsoever.
2. Purchaser will not make public any race data covered by this agreement.
3. Purchaser will not share their purchased access rights to the data, including, but not limited to, their login and password, with any other individual or entity.
4. Hold harmless:
1. Purchaser agrees to hold Sagera harmless for any issues, problems, effects or results that occur due to the usage of the provided race data and/or software by Purchaser.
5. Sagera agrees to the following:
1. Make available suitable methods and software to Purchaser for the retrieval, review and analysis of the race data that Purchaser has purchased access rights to.
2. Sagera reserves the right to change and/or modify such methods and software from time to time. Sagera is not required to notify Purchaser of any such changes that it makes.
3. To use its "best efforts" to continue to provide Purchaser with access to additional race data, as relating to this access agreement, as it becomes available.
6. Cancellation:
1. Sagera reserves the right to cancel Purchasers Access Rights at any time if Purchaser violates this agreement.
7. Ownership of Software and Data
1. Purchaser acknowledges that all program files and data are owned solely by Sagera. Purchaser shall not allow the transmission of any run or race data provided by Sagera under this agreement. Transmission of any such data shall constitute misuse by Purchaser within this Agreement.
8. Use of Software & Grant of License
1. Sagera grants Purchaser a non-exclusive, non-transferable license to use the software pursuant to the terms of this Agreement. All title and ownership of the software shall remain exclusively with Sagera. The software may be used only by Purchaser unless otherwise agreed to by Sagera in writing. Violation of this paragraph constitutes a material breach of this agreement and may result in immediate termination of service for cause.
9. Confidentiality
1. Sagera recognizes and acknowledges that this Agreement creates a confidential relationship between Sagera and Purchaser including but not limited to any nonpublic information of Purchaser and that information concerning Purchaser's business affairs is confidential in nature. All such information concerning Purchaser is hereinafter collectively referred to as "Confidential Information."
10. Indemnification of Sagera
1. The Purchaser agrees to indemnify and hold Sagera harmless from any liability (including reasonable attorney's fees and costs) imposed against Sagera by reason of the negligent actions or omissions of the Purchaser or its employees in relation to Sagera's services or by the Purchaser's misuse of the race data as specified in this Agreement.
11. Relationship of the Parties
1. It is understood by the parties that Sagera is an independent contractor with respect to Purchaser, and not an employee of Purchaser. Purchaser will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefits, for the benefit of Sagera.
12. Choice of Law
1. This Agreement shall be executed in connection herewith shall be construed and governed by the laws of the State of Colorado and shall be binding upon and inure to the benefit of the parties hereto. Venue for any action shall be determined in accordance with applicable rules of civil procedure.
13. Remedies for Breach
1. If either party breaches the above agreement, the offended party shall have the right to apply to a court of competent jurisdiction for an injunction to restrain the offending party from employing such employee and for an order to enforce the terms of this section so breached, or for damages at law.
14. Severability Clause
1. If a court holds any part, term or provision of the Agreement to be unenforceable, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain that particular part, term or provision. The parties agree that any agreement by the Purchaser to indemnify shall be construed to be enforceable to the maximum extent allowed by law.
15. Headings
1. The headings that appear in this agreement have been inserted for the purpose of convenience and ready reference. They are not intended to and shall not be deemed to define, limit or extend the scope or intent of any provision thereof.
16. Authority
1. Each party represents and warrants that it has the requisite power and authority to enter into and perform the terms of this agreement and that each party has done and will continue to do all things necessary so that this agreement will be valid, binding and legally enforceable upon such party.