Terms of Service
Terms of Service
Effective date: April 20, 2019
EDC Enterprises, Inc. d/b/a “Exotic Drive Club”, a Delaware Corporation (“Company”, “us”, “we”, or “our”) operates the https://exoticdriveclub.com/ website (the “Site”). “Service” means the Site operated by Company.
This page informs you of our policies regarding the use our Service and related products/events/rally’s and any other related service.
Table of Contents
We provide the Services to you based on the description of them on our website as of the Effective Date. Should our website change subsequent to the Effective Date, we have no obligation to modify the Services to reflect such a change.
The Services may be provided by third parties. These third parties may have reserved the right to make changes, including material changes, to the services provided by them. We will use commercially reasonable efforts to inform you of those changes. However, you may not terminate this TOS based on such a change by a third party.
2. Contact Information
You are required to provide us with accurate information when setting up your account, during the course of our relationship, and when corresponding with us. On occasion, we may need to communicate with you by e-mail about the Services. You agree to maintain a working e-mail address that is monitored daily. We have no responsibility, or liability, for interruptions in the Services, or damages of any sort, based on communications that are misdirected as a result of your failure to provide us with updated contact information.
All prospective customers are subject to a credit check and screening for potential fraud. We are not bound by this TOS until these procedures are completed to our satisfaction.
The “Effective Date” of this TOS will be the day on which we receive payment from you.
This TOS will begin on the Effective Date and continue for the term set out on the page describing the Services (Initial Term). After the expiration of the Initial Term, this TOS will renew for successive periods of equal length (Renewal Term). If the page describing the Services does not contain an Initial Term, the Initial Term shall be one month.
Your invoice is generated 10 days prior to its due date. The due date is the day of the month you signed up (Due Date). Your credit card will be charged on the Due Date. You are responsible for the fees and charges set out on the page describing the Services you have purchased, according to the terms set out on that page. In addition, certain aspects of the Services may be billed by third parties to you, through us. All of these are referred to collectively as “Fees.”
Either party may terminate the services by providing written notice to the other no later than 25 days from the expiration of the Initial Term or Renewal Term.
We reserve the right to immediately terminate this TOS, and suspend or cancel the Services: (i) for a violation of any of our policies, including those incorporated by reference; and/or (ii) your failure to pay any amounts due. This right of termination is without prejudice to any other rights we may have. You are not entitled to any type of notice or protest should we exercise these rights.
Upon termination, your account will be closed. We have no responsibility to forward e-mail, or other communications, for you once your account is closed. You are encouraged to keep the Service active during a transition period should you seek to forward your e-mail or other communications.
One party may also terminate this TOS upon the occurrence of a material breach, which has not been cured by the other party within 10 days of their receipt of written notice of the breach. For the purposes of defining a material breach, materiality shall be determined from the perspective of a reasonable business person with significant experience in Internet business. Notices of material breach must contain sufficient detail for the party against whom the assertion of material breach is directed to identify the breach and attempt to take corrective action.
THE EXOTIC DRIVE CLUB (the “Rally”) IS NOT A RACE. You must NOT compete in any manner with other participants. You must NOT place any bets of any kind in relation to the Rally. You must drive safely and with proper courtesy to all other participants and members of the public. You must NOT drive if your ability to do so safely and properly is in any way compromised by illness, lack of adequate rest, medically intoxicated, under the influence of illegal substances or any other condition that will put you and your surrounding Rally participants, general driving public, pedestrians, and any other persons or property at risk in any way whatsoever. There is no reckless driving allowed, cutting off of other cars, driving on shoulders of roads, or endangering other participants or the public.
You MUST comply with all applicable laws and regulations of the City, County, State and Country in which you are present at any given time during the Rally, including but not limited to all speed regulations, laws of the road, laws relating to the safety of your vehicle and operation of your vehicle, laws relating to registration of your vehicle, laws relating to your personal license to operate a vehicle, insurance laws relating to your operation of your vehicle, and laws relating to the possession or use of alcohol, drugs or other prohibited substances. The EXOTIC DRIVE CLUB Staff reserves the right to prohibit you from participating further in the Rally for any single violation of the foregoing or of any terms and conditions contained herein.
EDC ENTERPRISES INC. and its members, employees, consultants, agents, staff, assigns, and attorneys (collectively, “EXOTIC DRIVE CLUB Staff”) accept no responsibility for and shall not be liable to any Participant for the consequences of a Participant’s actions or omissions in participating in the Rally, including but not limited to being cited, charged, prosecuted, or prohibited from participation arising from the improper conduct of a Participant at any location, stop, facility, establishment, public road, or any other place a Participant in present during the Rally 2018. No hotel rooms are included in the rally participation unless specifically noted in writing.
EXOTIC DRIVE CLUB Staff will provide the details for the event and any badges that may be necessary. If badges are necessary, they must be worn at all times.
Each Participant shall obtain and maintain appropriate insurance covering your participation in the Rally and shall provide proof of such insurance in a form satisfactory to EXOTIC DRIVE CLUB Staff should they request such documentation. Appropriate insurance includes, without limitation, third party liability, liability coverage for each Participant, medical insurance, damage to property and life insurance, and insurance covering Participant vehicle’s participation in the Rally.
Each Participant must have a legal and valid vehicle registration with name of Participant matching such Participant’s vehicle.
Each Participant must hold a current, valid and unrestricted driver’s license issued from one of the United States and must present the same to the EXOTIC DRIVE CLUB Staff upon request.
Each Participant must be completely sober while operating any motor vehicle. Each Participant must NOT consume alcohol while driving nor drive under the influence of alcohol or any other intoxicating substance at any time.
You will indemnify the EXOTIC DRIVE CLUB Staff against any and all claims, lawsuits or causes of action of any kind arising from the Rally and brought by any third party as a result of Participant’s actions, omissions or participation in the Rally, including but not limited to Participants violation of any Federal, State, County or City laws, ordinances or regulations, or Participant’s breach of any terms and conditions contained herein.
EXOTIC DRIVE CLUB Staff is not responsible if it cannot fulfill its obligations due to fire, earthquake, epidemic diseases, cyclone, flood, aridity, strike, lightning, revolution, terrorist activities and similar troubles, and in other cases generally accepted as Force Majeure under the statutes and case law of the State of TEXAS.
In the event of one of these disasters the guest will have the option of having their reservation dollars move to a future event or can pay the difference of rooming costs for the planned dates at the new location that is booked. Refunds are not allowed. You may sell your spot to another party however.
Participant agrees to have the “EXOTIC DRIVE CLUB” logo and any other logos designated by EXOTIC DRIVE CLUB Staff, including but not limited to official Rally sponsors, attached to the Participant’s vehicle during the entire Rally. Participant may not obscure or alter such logos and must keep them clean and readily visible at all times during the Rally. Such logos will be easily removable without damaging vehicle finishes. EXOTIC DRIVE CLUB Staff will therefore not be responsible for claims of damage to vehicle finishes as a result of the application or removal of such logos.
Official EXOTIC DRIVE CLUB sponsors are hereby permitted to advertise to rally participants. Personal sponsorship for Participant’s vehicle or Participant’s clothing is only permitted with the prior written consent of EXOTIC DRIVE CLUB Staff, which may be withheld in the sole discretion of EXOTIC DRIVE CLUB Staff. EXOTIC DRIVE CLUB Staff reserves the right to refuse unauthorized sponsored vehicles from participating in the Rally.
After the commencement of the Rally, EXOTIC DRIVE CLUB Staff will NOT make any refund of the entry fee or pay compensation to you if you are unable to continue in the Rally for any reason whatsoever. Although all vehicles have sufficient time to arrive at each destination, the route of the Rally is demanding. If Participant does not manage to complete any part of the route and are unable to stay at the provided venues, Participant will NOT be entitled to any refund of the entry fee whatsoever.
The EXOTIC DRIVE CLUB Staff reserves the right to refuse participation in or to cancel the Rally at any time for any reason whatsoever. In case of the cancellation of the Rally or the refusal to allow Participant to participate, only the entry fee may be refunded at the discretion of EXOTIC DRIVE CLUB Staff . EXOTIC DRIVE CLUB has the right to cancel a Participant’s registration at any time. The Participant will be refunded his/her entry fee, except in cases generally accepted as Force Majeure under the statutes and case law of the State of TEXAS, as referred to above. Any costs other than entry fee will be borne by the Participant.
In the event that a Participant needs to cancel attending any event in which he/she has registered, the following option is available:
The Participant may sell the paid registration on his/her own for any amount he/she wishes. The Purchasing (new) registrant will be required to fill out the Online Registration Form to be eligible to take your place on the rally. The new Registrant must make payment to you directly.
By participating in the Rally, Participant consents to be photographed and to be included in the filming of footage documenting the Rally. Participant hereby waives any and all rights of publicity or privacy and grant the EXOTIC DRIVE CLUB Staff full and complete permission to utilize and exploit Participant’s appearance in the Rally in any and all manner and media throughout the world in perpetuity. Participant further agrees that the EXOTIC DRIVE CLUB Staff has the sole discretion to use or refuse to use any photographs or footage in which Participant appears, and that if the EXOTIC DRIVE CLUB Staff does use such photographs or footage, it may be edited at the EXOTIC DRIVE CLUB Staff’s sole discretion. Participant consents to the use of your name, image, likeness, voice and biographical material in connection with any and all footage, publicity and related promotional material and for any and all publicity and promotional purposes. Participant expressly releases the EXOTIC DRIVE CLUB Staff from and against any and all claims which Participant has or may have for invasion of privacy, defamation or any other cause of action arising out of the production, distribution, broadcast or exhibition of photographs, footage or any promotional materials.
Participant shall not be entitled to use the “EXOTIC DRIVE CLUB” logo and any other logos designated by EXOTIC DRIVE CLUB Staff for placement on Participant’s vehicle during the Rally for any purpose whatsoever (other than placing the logo on Participant’s vehicle during the Rally) without obtaining the prior written consent of the EXOTIC DRIVE CLUB Staff. In particular, Participant shall not be entitled to use the “EXOTIC DRIVE CLUB” logo and any other logos designated by EXOTIC DRIVE CLUB Staff for placement on Participant’s vehicle during the Rally on any website or in printed materials without obtaining the EXOTIC DRIVE CLUB Staff’s prior written consent.
Participant is only entitled to take photographs and film footage of Participant’s participation in the Rally for non-commercial purposes (that is for personal and private use only). Specifically, Participant is not entitled to reproduce or use photographs or footage of the Rally on any website, in any printed media or matter or in any television program without first obtaining the prior written consent of the EXOTIC DRIVE CLUB Staff. Participant hereby agrees to assign (by way of present assignment of future copyright) all of Participant’s right, title and interest in the worldwide copyright and all intellectual property rights in such photographs or footage in perpetuity together with exclusive worldwide rights of exploitation thereof to the EXOTIC DRIVE CLUB Staff and deliver to the EXOTIC DRIVE CLUB Staff within 30 days of the end of the Rally, at no cost to the EXOTIC DRIVE CLUB Staff, a tape in any format of all the footage originated by Participant at the Rally and copies of all photographs taken at the Rally.
The EXOTIC DRIVE CLUB Staff reserves the right to change these terms and conditions from time to time subject to notifying Participants of the changes. Participant shall be deemed to have accepted the amended terms and conditions by participating in the Rally.
Participant shall not be entitled to arrange or conduct any media appearances relating to Participant’s participation in the Rally without obtaining the prior written consent of the EXOTIC DRIVE CLUB Staff.
Participant understands that while the EXOTIC DRIVE CLUB Staff will endeavor to keep Participant’s personal information secure, EXOTIC DRIVE CLUB Staff does not accept any responsibility should loss or theft of this information occur. Participant consents to its personal details being passed on to other third parties that the EXOTIC DRIVE CLUB Staff deems appropriate.
These terms and conditions, this agreement and Participant’s participation in the Rally shall be governed in accordance with the laws of the State of Texas, and Participant our participation, and Participant submits to the jurisdiction of the Courts of the State of TEXAS, exclusively. By completing the entry form, participating in the Rally, and accepting these terms and conditions, Participant is entering into a legally binding agreement with EXOTIC DRIVE CLUB Rally LLC to participate in the Rally on these terms and conditions.
b. Risks Associated with Participation
Participant acknowledges and realizes that participation in the Rally is potentially dangerous and that there are numerous risks associated with participation. Such risks and dangers include, but are not limited to, traffic accidents, collisions with pedestrians, vehicles, other drivers, and/or fixed or moving objects, and the negligence of other drivers. Further, Participant fully understands and realizes that participation in the Rally may result in serious bodily injury and/or death to Participant, or others. Participant further realizes and understands that the route of the Rally will require driving on public roadways upon which the hazards of traveling are to be expected. Further, Participant realizes that participation in the Rally will require strenuous physical exertion as participants will be required to drive for very long periods of time, including the risk of driving through inclement weather.
c. Assumption of the Risks
With full knowledge and understanding of the risks associated with participation in the Rally, Participant enters the Rally voluntarily and fully accepts and assumes all such risk for loss, damage, or injury (including death).
d. Compliance with Terms and Conditions of Entry
Participant agrees to comply with all the Rally’s terms and conditions of entry. Participant acknowledges and understands that the EXOTIC DRIVE CLUB Staff will use reasonable efforts to ensure that all other participants abide by the terms and conditions of entry, but cannot guarantee that the participants will abide by these terms and conditions.
e. Release of Liability
In consideration for being permitted to participate in the Rally, Participant hereby waives, releases, and forever discharges, for Participant, its heirs, executors, administrators and legal representatives, any and all rights and/or claims which Participant has, may have, or may hereafter accrue to Participant against the EXOTIC DRIVE CLUB Staff (and its officers, directors, employees, consultants, agents) and Rally sponsors for any and all damages, injuries (including death), and/or claims which may be sustained by Participant or its vehicle directly or indirectly arising out of Participant’s participation in the Rally (including the application of emergency or medical services at the Rally) even if the damages, injuries (including death), and/or claims are caused by the negligence of those persons listed above or otherwise nothing in these Terms and Conditions shall be construed as excluding or limiting the EXOTIC DRIVE CLUB Staff’s liability for personal injury or death arising from its negligence or the negligence of persons under its control. Further, Participant covenants not to sue the EXOTIC DRIVE CLUB Staff (and its officers, directors, employees, consultants, agents) and Rally sponsors for any and all damages, injuries (including death), and/or claims which may be sustained by Participant directly or indirectly arising out of Participant’s participation in the Rally. This release and discharge includes, but is not limited to, claims for personal injury, death, property damage, economic loss, breach of contract, lost wages, contribution indemnity, indemnity, punitive damages, negligence, or any other legally recognizable claim arising out of Participant’s participation in the Rally (including all legal costs associated with such claims).
Participant hereby agrees to release, defend, indemnify, and hold harmless the EXOTIC DRIVE CLUB Staff (and its officers, directors, employees, consultants, agents) and Rally sponsors and licensees and assigns from and against any and all claims, demands, damages, suits, liabilities or actions arising directly or indirectly out of Participant’s actions or otherwise from Participant’s participation in the Rally whether made or claimed during or after the Rally, including all associated costs and expenses and any amounts which the EXOTIC DRIVE CLUB Staff may pay as a settlement or compromise of any such claims or liabilities.
THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. OTHER THAN AS EXPRESSLY SET OUT HEREIN, WRL HOSTING HAS NOT, AND DOES NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO THE WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF MERCHANTABILITY, AND TITLE. WRL HOSTING DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WRL HOSTING IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO, OR FROM, YOU OR STORED BY YOU OR ANY OF YOUR CUSTOMERS VIA THE SERVICES PROVIDED BY US. WRL HOSTING SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY US. NO WARRANTIES MADE BY THESE THIRD PARTY ENTITIES TO WRL HOSTING SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD PARTY BENEFICIARY OF SUCH WARRANTIES.
THIS WARRANTY DISCLAIMER EXTENDS TO ANY ORAL OR WRITTEN INFORMATION YOU MAY HAVE RECEIVED FROM WRL HOSTING, ITS EMPLOYEES, THIRD-PARTY VENDORS, AGENTS OR AFFILIATES. YOU MAY NOT RELY ON SUCH INFORMATION.
SOME STATES DO NOT ALLOW WRL HOSTING TO EXCLUDE CERTAIN WARRANTIES. IF THIS APPLIES TO YOU, YOUR WARRANTY IS LIMITED TO 90 DAYS FROM THE EFFECTIVE DATE.
8. Limitation of Liability
It is your obligation to ensure the accuracy, integrity, title or ownership, and security of anything you receive from the Internet. You agree that EDC has no liability, of any sort, for content you or your customers access from the Internet.
EDC provides no guarantee that the Services will be uninterrupted, or continuous, that you will be able to access EDC’s network at a particular time, that any data transmitted by EDC is accurate, error free, virus free, secure, or inoffensive. You acknowledge that it is your responsibility to keep back-up copies of your data. EDC is not responsible for any loss of data, for any reason. EDC is not liable for unauthorized access to, or any corruption, erasure, theft, destruction, alteration or inadvertent disclosure of, data, information or content, transmitted, received, or stored on its network.
IN NO EVENT WILL EDC’S LIABILITY HEREUNDER EXCEED THE AGGREGATE FEES ACTUALLY RECEIVED BY WRL HOSTING FROM YOU FOR THE 3 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES OF THIS PARAGRAPH ONLY, THE TERM WRL HOSTING SHALL BE INTERPRETED TO INCLUDE WRL HOSTING’S EMPLOYEES, AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES PROVIDING SERVICES TO YOU THROUGH US.
YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD WRL HOSTING OR ITS LICENSORS, AGENTS, EMPLOYEES, OFFICERS AND/OR THIRD PARTY VENDORS, LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU, ANY OF YOUR END USERS OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF WRL HOSTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; YOU AGREE THAT IN THOSE JURISDICTIONS OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You agree to indemnify, defend and hold harmless EDC Enterprises, Inc. and its parent, subsidiary and affiliated companies, third party service providers and each of their respective officers, directors, employees, shareholders and agents (each an “indemnified party” and, collectively, “indemnified parties”) from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney’s fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) your use of the Services (ii) any violation by you of any of WRL Hosting’s policies; (iii) any breach of any of your representations, warranties or covenants contained in this TOS; and/or (iv) any acts or omissions by you. The terms of this section shall survive any termination of this Agreement. For the purpose of this paragraph only, the terms used to designate “you” include you, your customers, visitors to your website, and users of your products or services, the use of which is facilitated by us.
Company shall indemnify and hold you harmless from, and at its own expense agrees to defend, or at its option to settle, any claim, suit or proceeding brought or threatened against you so far as it is based on a claim that a product or service provided by Company hereunder infringes any patent, copyright, or trademark. This indemnification provision is expressly limited to products or services which are fully owned by Company. It does not extend to products or services provided by third parties. If set out in its agreements with third-party suppliers, Company shall flow down similar intellectual property indemnification provisions to you. This paragraph will be conditioned on your notifying Company promptly in writing of the claim and giving Company full authority, information, and assistance for the defense and settlement thereof. You shall have the right to participate in the defense of the claim at your expense. If such claim has occurred, or in Company’s opinion is likely to occur, you agree to permit Company, at its option and expense, either to: (i) procure for you the right to continue using the product or service; (ii) replace with a product or service, regardless of manufacturer, performing the same or similar function as the infringing product or service, or modify the same so that it becomes non-infringing; or (iii) if neither of the foregoing alternatives is reasonably available, immediately terminate Company’s obligations (and your rights) under this TOS with regard to such product or service, and, refund the Fee charged by us for the period in which the Services were unavailable.
Notices will be sent to you at the address you provide to us. It is your obligation to ensure that we have the most current address for you.
Please refer to our website for contact information for most issues, including technical support and billing. Notices regarding this TOS and other EDC policies should be directed to:
11. Force Majeure
Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, bandwidth interruptions, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay. The party affected by such an occurrence shall notify the other party as soon as possible, but in no event less than ten days from the beginning of the event.
12. Choice of Law, Jurisdiction and Venue
The validity, interpretation, and performance of this TOS, and of the agreements and policies that apply to the Services, shall be controlled by and construed under the laws of the State of Michigan, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law. You agree that jurisdiction and venue are proper in the state courts located in Ann Arbor, Michigan, or the U.S. District Court for the Eastern District of Michigan located in Ann Arbor Michigan. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
13. All Claims
All claims you bring against us must be resolved in accordance with this TOS. Without limiting the previous sentence, this includes claims based on service outages which are expressly covered by our SLA. All claims filed or brought contrary to this TOS will be considered to be improperly filed and a breach of this TOS. If you file a claim contrary to this TOS, we may recover attorneys fees and costs. Attorney’s fees include any fees charged by our in-house, or virtual in-house, attorneys.
14. No Waiver
No waiver of rights under this TOS, or any WRL Hosting policy, or agreement between you and WRL Hosting shall constitute a subsequent waiver of this or any other right under this TOS.
This TOS may be assigned by EDC Enterprises, Inc.. It may not be assigned by you. This TOS shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.
In the event that any of the terms of this TOS become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this TOS. All remaining terms of this Agreement shall remain in full force and effect.
Sections 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive the termination of this Agreement.