TERMS AND CONDITIONS “The Lawyers made us add this”
Right to Change these Terms and Conditions: Speedway Benefits has the right to change the Terms and Conditions that apply to and govern the Agreement between Track and Speedway Benefits (the “Parties”) from time to time. In the event such changes are made, Track will receive notice of the new terms and conditions, which will also be posted on our website at www.speedwaybenefits.com/termsandconditions.
Track agrees that the programs and sponsorships Speedway Benefits offers Track are exclusive to Speedway Benefits members and participation in such programs and sponsorships are only for current members (the “Programs”). If membership ends for any reason Track agrees that it must withdraw from all Programs and return all materials, data, equipment and intellectual property associated with Programs to Speedway Benefits. Track acknowledges all materials, data, equipment and intellectual property associated with Programs are owned by Speedway Benefits and its affiliates or designees. Track also agrees not to use any materials, data, equipment and intellectual property associated with programs if Membership ends. Track agrees it won’t work with any Speedway Benefits Program partners and sponsors during the term of the Membership except directly through Speedway Benefits. Track agrees it won’t work with Program partners and sponsors for three (3) years after membership ends.
Hold Harmless; Indemnification: Track agrees that it will not bring suit against Speedway Benefits for any action, omission, statement, or advice that arises in connection with the performance of this Agreement unless Speedway Benefits engages in fraudulent or illegal conduct or materially misrepresents anything under this Agreement. Track and Speedway Benefits each agree to pay their own legal fees in any related litigation.
Track shall also indemnify, defend and hold Speedway Benefits, its affiliates, designees and their respective officers, directors, shareholders, employees, successors, agents and assigns (“Speedway Benefits Indemnities”), harmless from any claims, liabilities, damages, judgments or other losses imposed upon or incurred by, any of the Speedway Benefits Indemnities arising out of a result of: (a) the breach by Track, or any of its respective members, directors, employees, affiliates or other agents, representations, warranties, duties or obligations under the applicable Membership Agreement, (b) the negligence or willful misconduct of Track, their respective officers, directors, employees affiliates or other agents in connection with the Speedway Benefits program, or (c) the breach by Track, their respective officers, directors, employees, affiliates or other agents of any agreement entered into by Track related to the Programs.
Insurance: Track agrees to have Speedway Benefits and any Sponsor named as additional insured under its commercial general liability policy, and Track will provide them each with a certificate of insurance evidencing such coverage.
Non-Disclosure: For purposes of this Agreement, “Confidential Information” shall mean any information, compilation of information, knowledge and know-how that Track receives from Speedway Benefits. It includes, but is not limited to, the existence of this Agreement, information relating to any of the business affairs of Speedway Benefits, trade secrets, pricing information, marketing and sponsorship information, research, consulting, conference content, magazine, selling information, leasing information, servicing information, compensation information, customer and client information, customer lists, manuals, training material, and any other material relating to the business of Speedway Benefits and our members and our partners.
Track shall not in any manner or form disclose, provide or otherwise make available, in whole or in part, any Confidential Information. Other than as intended under the terms of the agreement, Track shall not in any manner or form use or permit others to use any Confidential Information for Track’s benefit or for the benefit of any third person or entity, without the prior written consent of Speedway Benefits. Track shall take all necessary or advisable action, whether by instruction, agreement or otherwise, to ensure the protection, confidentiality and security of, and to satisfy Track’s obligations under this Agreement with respect to the protection, confidentiality and security of all Confidential Information. These obligations do not apply to any Confidential Information that is now, or becomes, generally available to the public through no fault of Track, or to Track’s disclosure of any Confidential Information required by law or judicial or administrative process. These obligations shall expire if Speedway Benefits ceases or abandons its business or substantially reduces its operations.
Sponsorship Obligations: Track understands and hereby agrees that in order to receive benefits, including payments, from any commercial sponsor that Speedway Benefits makes available to Track, Track must perform certain obligations that will be set forth in an applicable Sponsorship Agreement; in addition, Track understands that it may be presented with opportunities to be paid by sponsors partly in exchange for providing that sponsor assets in a certain product or service category, and Track hereby agrees that if it accepts such sponsorship agreements it will honor their agreements or be in default of such agreements, resulting in, among other potential consequences, surrender of any rights it would otherwise be entitled to under such agreements.
No Assignment; Governing Law; Entire Agreement: Neither the Track or Speedway Benefits may assign, transfer, or subcontract any of its rights or obligations under this Agreement without prior written consent of the non-assigning party. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina. This Agreement constitutes the entire agreement and understanding of the Parties with respect to the matters described in this Agreement. Any change to this Agreement shall be effective only if in writing and executed by both Parties.
Notices: All notices under this Agreement shall be sent in writing to the addresses listed in the Membership Form or to such other addresses as the Parties may specify in writing.
Termination; Exclusive Renewal Period: Track may terminate this Agreement at any time but will be obligated to honor its five (5) year exclusivity obligation to Speedway Benefits, whereby it will not enter into an agreement with any other entity for the substantially the same services provided by Speedway Benefits until the fifth (5th) anniversary of the date on which this Agreement is executed. The Parties agree to start discussions regarding the renewal of this Agreement for a four (4) month period beginning six (6) months prior to the termination of the initial five (5) year term (the “Exclusive Negotiation Period”). Track agrees that during the Exclusive Negotiation Period, Track will only and exclusively discuss and negotiate contracting for the sponsorship rights with Speedway Benefits in connection with the renewal of this Agreement.
Speedway Benefits Logo: Track agrees to use the Speedway Benefits logo on its website and wherever determined practical by the Parties. Please note: all uses and applications require prior written approval of Speedway Benefits.