This Terms of Use Agreement (hereinafter referred to as the “Agreement”) is entered into as of June 10, 2024, by and between Recoded Motorsports LLC, a limited liability company organized and existing under the laws of South Dakota, with its principal place of business at 25 FIRST AVENUE SW STE A, WATERTOWN, SD 57201 (hereinafter referred to as “Recoded Motorsports,” “we,” “us,” or “our”), and any individual or entity accessing or using the website located at recodedmotorsports.com (hereinafter referred to as the “Website”). This Agreement sets forth the terms and conditions governing access to and use of the Website, including all services, features, content, and communication platforms provided by Recoded Motorsports. By accessing or using the Website, you acknowledge that you have read, understood, and agree to be bound by this Agreement, including any referenced policies such as the Privacy Policy and DMCA Policy.

Definitions

1. “Recoded Motorsports” or “Company” refers to Recoded Motorsports LLC, including its affiliates, officers, directors, employees, agents, and representatives.

2. “Website” means the online platform located at recodedmotorsports.com, including all associated domains, subdomains, content, features, and services provided by Recoded Motorsports.

3. “User” refers to any individual or entity who leverages Recoded Motorsports’ services and has access to its communication platform, including but not limited to those who create an account, submit content, or otherwise interact with the Website beyond mere browsing.

4. “Visitor” means any individual or entity who accesses or explores the Website, its services, offerings, or proposed event listings without registering for an account or utilizing the communication platform.

5. “Content” means all materials and information available on the Website, including but not limited to text, images, graphics, logos, audio, video, software, and other intellectual property owned or licensed by Recoded Motorsports.

6. “User-Generated Content” or “UGC” refers to any content, including but not limited to comments, photos, videos, driver profiles, or other materials, submitted, posted, uploaded, or otherwise provided by Users to the Website.

7. “Prohibited Content” means any content that is defamatory, illegal, obscene, infringing, or otherwise violates applicable law or the rights of any third party, as further described in this Agreement.

8. “Acceptance” refers to the act of indicating agreement to these Terms of Use, either by clicking an “I Agree” checkbox during account creation or by affirmatively accepting a banner or prompt upon initial Website visit.

9. “Intellectual Property Rights” means all rights in and to the Website’s content, including copyrights, trademarks, service marks, trade dress, patents, trade secrets, and any other proprietary rights owned or licensed by Recoded Motorsports.

10. “Privacy Policy” refers to the separate policy document that describes how Recoded Motorsports collects, uses, stores, and protects personal information, which is incorporated by reference into this Agreement.

11. “DMCA Policy” means the separate policy outlining the process for reporting and addressing claims of copyright infringement in accordance with the Digital Millennium Copyright Act, which is incorporated by reference into this Agreement.

12. “Governing Law” means the laws of the State of South Dakota, which shall govern the interpretation and enforcement of this Agreement, subject to applicable federal and state law.

13. “Severability” refers to the provision that if any part of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. “Written Consent” means express, documented permission granted by Recoded Motorsports for any use of Website content beyond what is expressly permitted in this Agreement.

15. “Communication Platform” refers to any forum, messaging system, or other interactive feature provided by Recoded Motorsports for Users to communicate or share information.

All other capitalized terms used in this Agreement but not otherwise defined shall have the meanings ascribed to them in the context of their use.

Preamble

1. Parties and Effective Date
   This Terms of Use Agreement (the "Agreement") is made effective as of by and between Recoded Motorsports LLC, a limited liability company organized and existing under the laws of South Dakota, with its principal place of business at 25 FIRST AVENUE SW STE A, WATERTOWN, SD 57201 ("Recoded Motorsports," "we," "us," or "our"), and any individual accessing or using the website located at recodedmotorsports.com ("Website") ("User," "you," or "your").

2. Definitions
   2.1. "User" means an individual who leverages Recoded Motorsports’ services and has access to its communication platform.
   2.2. "Visitor" means an individual who simply explores the services, offerings, or proposed event listings on the Website.

3. Purpose of Agreement
   This Agreement governs the terms and conditions of your access to and use of the Website, including but not limited to the submission of user-generated content. It also outlines your rights and responsibilities regarding the use of Recoded Motorsports’ intellectual property contained within the Website.

4. Governing Law and Multi-State Users
   This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to its conflict of laws principles. Recoded Motorsports acknowledges that users access the Website from various jurisdictions and agrees to review the enforceability of this clause in consultation with legal counsel to consider potential conflicts of law arising from this multi-state user base.

5. Severability
   If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

6. Incorporation of Other Policies
   This Agreement is supplemental to, and should be read in conjunction with, our Privacy Policy and DMCA takedown policy , both of which are incorporated herein by reference.

7. Acceptance of Terms
   By accessing, browsing, or otherwise using the Website, or by clicking on an "I agree" button or checkbox where provided, you agree to be bound by the terms and conditions contained in this Agreement. If you do not agree to the terms and conditions of this Agreement, you may not access or use the Website.

Definitions

1. Agreement or Terms of Use:
   “Agreement” or “Terms of Use” means this Terms of Use agreement, which constitutes a legally binding contract between Recoded Motorsports LLC (“Recoded Motorsports,” “we,” “us,” or “our”) and any User or Visitor accessing the Website located at recodedmotorsports.com (the “Website”).

2. Recoded Motorsports or We:
   “Recoded Motorsports” or “we” refers to Recoded Motorsports LLC, a limited liability company organized and existing under the laws of South Dakota, with its principal place of business at 25 FIRST AVENUE SW STE A, Watertown, SD 57201.

3. User:
   “User” means any individual who registers an account on the Website and actively utilizes the services offered, including access to our communication platform. A User is subject to this Agreement upon registering an account and indicating acceptance by clicking the “I Agree” checkbox or similar mechanism provided on the Website.

4. Visitor:
   “Visitor” means any individual who accesses the Website without registering an account or actively using the services beyond exploring the services, offerings, or event listings featured on the Website.

5. Content:
   “Content” means any and all text, images, graphics, audio files, videos, software, data, information, and other materials available on or through the Website, including both materials provided by Recoded Motorsports and User-Generated Content (as defined below).

6. User-Generated Content:
   “User-Generated Content” means any text, images, videos, audio, or other materials that Users submit, upload, post, or otherwise provide to the Website, including but not limited to comments, photos, and videos submitted as part of driver profiles and driver representation.

7. Intellectual Property:
   “Intellectual Property” means all copyrights, trademarks, patents, trade secrets, designs, know-how, and other intellectual property rights owned or controlled by Recoded Motorsports.

8. License:
   “License” means the non-exclusive, worldwide, perpetual, royalty-free, transferable license that each User grants to Recoded Motorsports to use, reproduce, display, modify, adapt, publish, translate, distribute, and create derivative works from their User-Generated Content in connection with the operation, promotion, and improvement of the Website and Recoded Motorsports’ services, subject to the terms of this Agreement. For further details, see Section .

9. Applicable Law:
   “Applicable Law” means the laws of the State of South Dakota, without regard to its conflicts of law principles. To the extent any provision of this Agreement conflicts with a mandatory provision of the laws of another jurisdiction where a User is located, such state law shall prevail only to the extent necessary to render the provision compliant.

10. Website:
    “Website” means the website located at recodedmotorsports.com and any subdomains, features, or services provided by Recoded Motorsports through that domain.

Acceptance of Terms

1. Agreement to Terms
   By accessing or using recodedmotorsports.com (the "Website"), including creating an account, you ("User" or "you") agree to be bound by these Terms of Use. If you do not agree to these Terms of Use, you may not access or use the Website.

2. Acceptance Mechanisms
   2.1. Account Creation
   During account creation, you will be presented with a conspicuous "I Agree" checkbox next to these Terms of Use. By checking this box and clicking to create your account, you acknowledge that you have read, understood, and agree to be legally bound by all provisions of these Terms of Use. Recoded Motorsports LLC will maintain a record of your acceptance, including the date and time.

2.2. Initial Website Visit (Visitors)
If you are a visitor without an account and access the Website for the first time, you will be presented with a prominent banner containing a brief description of the Terms of Use and a clear "I Agree" button. By clicking "I Agree," you acknowledge that you have read, understood, and agree to be legally bound by all provisions of these Terms of Use. Recoded Motorsports LLC will maintain a record of your acceptance, including the date and time. Continued use of the Website after viewing this banner will constitute acceptance of these Terms of Use.

1. Amendments to Terms
   Recoded Motorsports LLC reserves the right to modify these Terms of Use at any time. Notice of any material changes will be posted on the Website. Your continued use of the Website after the effective date of any such changes constitutes your acceptance of the revised Terms of Use.

2. Entire Agreement
   These Terms of Use, together with our Privacy Policy (), constitute the entire agreement between you and Recoded Motorsports LLC relating to your access to and use of the Website, and supersede all prior or contemporaneous communications and proposals, whether oral or written.

Permitted and Prohibited Use

1. Introduction
   By accessing or using recodedmotorsports.com (the "Website"), you agree to comply with the terms set forth in this Permitted and Prohibited Use section. These terms are designed to protect the interests of Recoded Motorsports LLC ("Recoded Motorsports") and its users.

2. Recoded Motorsports' Intellectual Property
   2.1. Recoded Motorsports owns all intellectual property rights in and to the Website, including but not limited to all text, images, graphics, logos, designs, code, and other content (collectively, the "Website Content").
   2.2. You may not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, or otherwise use any Website Content without the prior written consent of Recoded Motorsports.
   2.3. Unauthorized use of Website Content may violate copyright, trademark, and other applicable laws.

3. Permitted Use
   3.1. You may access and use the Website for personal, non-commercial purposes only, consistent with these Terms of Use.
   3.2. You may view and interact with the Website's publicly available features, including event listings and driver profiles.
   3.3. You may submit User Content as described in Section 6 below.

4. Prohibited Use
   The following activities are strictly prohibited. Violation of any of these prohibitions may result in suspension or termination of your account and/or legal action.

4.1. Intellectual Property Infringement
You may not copy, reproduce, distribute, modify, transmit, perform, display, sell, license, reverse engineer, decompile, or create derivative works from any Website Content.

4.2. Unauthorized Access
You may not access or attempt to access any portion of the Website or related systems that are not publicly available.

4.3. Illegal Activities
You may not use the Website to engage in any illegal activity, including but not limited to harassment, stalking, threatening, defrauding, defaming, or inciting violence.

4.4. Harmful Content
You may not submit any User Content that is defamatory, libelous, threatening, obscene, pornographic, sexually explicit, or otherwise objectionable. Examples include hate speech, graphic violence, or content promoting illegal activities.

4.5. Infringing Content
You may not submit, upload, or otherwise make available any User Content that infringes upon any copyright, trademark, trade secret, or other intellectual property rights of any third party. You are responsible for obtaining all necessary permissions before uploading content in which you do not hold the intellectual property rights.

4.6. Spamming
You may not use the Website for spamming or other unsolicited bulk email.

4.7. Malware
You may not upload, distribute, or otherwise make available any viruses, worms, Trojan horses, or other malicious software.

4.8. Data Scraping
You may not scrape, crawl, extract, or otherwise collect data from the Website using any automated means.

1. User-Generated Content License
   By submitting User Content (including but not limited to comments, photos, or videos), you grant Recoded Motorsports a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with the operation and promotion of the Website.

2. User-Generated Content: Additional Terms
   6.1. Recoded Motorsports does not endorse or guarantee the accuracy, completeness, or reliability of any User Content.
   6.2. Recoded Motorsports is not responsible for any User Content that violates these Terms of Use.
   6.3. Recoded Motorsports reserves the right to remove, edit, or modify any User Content at any time for any reason, including content that violates these terms or applicable law.

3. DMCA Notice
   If you believe that any content on the Website infringes your copyright, please refer to our DMCA Takedown Policy for instructions on submitting a notice: .

4. Governing Law
   These Terms of Use shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to its conflict of law provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in South Dakota.

5. Severability
   If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

User-Generated Content

1. Introduction
   This section governs all content ("User Content") that you submit to recodedmotorsports.com, including but not limited to comments, photos, videos, and other materials for driver profiles and representation. By submitting User Content, you agree to comply with these terms.

2. Permitted User Content
   You may submit User Content that is relevant to driver profiles and representation, provided that such content:
   a. Is accurate, truthful, and not misleading;
   b. Does not violate any applicable law, regulation, or the rights of any third party, including but not limited to copyright, trademark, privacy, publicity, or other intellectual property rights;
   c. Is not defamatory, obscene, harassing, threatening, or abusive;
   d. Does not promote illegal activities or harmful conduct;
   e. Does not contain viruses, malware, or other malicious code.

3. Prohibited User Content
   You may not submit User Content that:
   a. Infringes upon the intellectual property rights of any third party;
   b. Is confidential, private, or otherwise protected by law without express consent to share;
   c. Contains personal information about any person other than yourself unless you have obtained their explicit consent;
   d. Constitutes spam, chain letters, or unsolicited commercial communications;
   e. Attempts to impersonate another individual or entity;
   f. Promotes discrimination based on race, religion, national origin, gender, sexual orientation, or any other protected characteristic.

4. License Grant
   By submitting User Content, you grant Recoded Motorsports LLC a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, modify, adapt, publicly display, publicly perform, and create derivative works from your User Content in connection with the operation, promotion, and improvement of recodedmotorsports.com and its related services, including social media marketing. This license is perpetual and irrevocable. You retain ownership of your User Content, subject to the rights granted herein.

5. Representations and Warranties
   By submitting User Content, you represent and warrant that:
   a. You have all necessary rights, licenses, and permissions to grant the license described in Section 4;
   b. Your User Content does not violate any applicable laws or regulations;
   c. Your User Content is accurate and not misleading.

6. Content Removal
   Recoded Motorsports LLC reserves the right, at its sole discretion, to remove, edit, or refuse any User Content at any time and for any reason, including but not limited to content that violates these Terms of Use or is otherwise deemed harmful or inappropriate, without prior notice to you.

7. Disclaimer of Liability
   Recoded Motorsports LLC does not endorse, guarantee, or assume responsibility for any User Content submitted by users. We make no representations regarding the accuracy, completeness, or legality of User Content. You acknowledge and accept all risks associated with your submission and use of User Content.

8. Indemnification
   You agree to indemnify, defend, and hold harmless Recoded Motorsports LLC, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, or expenses (including reasonable attorney’s fees) arising out of or relating to your User Content or your violation of these terms.

Intellectual Property Rights

1. Ownership of Website Content
   All content on the recodedmotorsports.com website, including but not limited to text, images, graphics, logos, audio clips, video clips, data compilations, software, and other materials (collectively, the "Content"), is the sole and exclusive property of Recoded Motorsports LLC and is protected by United States and international copyright and trademark laws. All rights in the Content are reserved.

2. User Content License
   By submitting any content to the recodedmotorsports.com website, including but not limited to comments, photos, videos, driver profile information, or other materials ("User Content"), you grant Recoded Motorsports LLC a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Content in any media or manner now known or hereafter devised, throughout the universe. You represent and warrant that you own or have the necessary rights to grant such license to Recoded Motorsports LLC for all User Content that you submit.

3. User Content Representations and Warranties
   You represent and warrant that:
   a) You own or have the necessary rights to grant the license described in Section 2;
   b) The User Content is accurate and does not violate any third-party rights, including copyright, trademark, privacy, or publicity rights;
   c) The User Content is not illegal, defamatory, obscene, or otherwise objectionable; and
   d) The User Content does not contain any viruses, malware, or other harmful code.
   You agree to indemnify and hold harmless Recoded Motorsports LLC from any claims, damages, or liabilities arising from your User Content.

4. Prohibition on Unauthorized Use
   Except as expressly authorized in these Terms of Use, you may not copy, reproduce, modify, distribute, display, or otherwise use any Content from the recodedmotorsports.com website without the prior written consent of Recoded Motorsports LLC.

5. DMCA Compliance
   Recoded Motorsports LLC respects the intellectual property rights of others. If you believe that any content on the recodedmotorsports.com website infringes your copyright, please notify us in accordance with our DMCA Takedown Policy .

6. Trademarks
   "Recoded Motorsports," and other marks displayed on the website are trademarks of Recoded Motorsports LLC. The use of these trademarks without the prior written consent of Recoded Motorsports LLC is strictly prohibited.

Disclaimer of Warranties and Limitation of Liability

1. Disclaimer of Warranties
   1.1. Recoded Motorsports LLC provides the recodedmotorsports.com website and all related content, services, and materials on an “AS IS” and “AS AVAILABLE” basis.
   1.2. To the fullest extent permitted by law, Recoded Motorsports LLC expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
   1.3. Recoded Motorsports LLC does not warrant that the website will be uninterrupted, timely, secure, or error-free, that defects will be corrected, or that the website or the server that makes it available are free of viruses or other harmful components.
   1.4. No advice or information, whether oral or written, obtained by you from Recoded Motorsports LLC or through the website shall create any warranty not expressly stated herein.

2. Limitation of Liability
   2.1. To the maximum extent permitted by applicable law, in no event shall Recoded Motorsports LLC, its officers, directors, employees, agents, licensors, or suppliers be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, arising out of or in connection with:
   (a) your access to, use of, or inability to access or use the website;
   (b) any conduct or content of any third party on the website;
   (c) any content obtained from the website; or
   (d) unauthorized access, use, or alteration of your transmissions or content;
   whether based on warranty, contract, tort (including negligence), or any other legal theory, and whether or not Recoded Motorsports LLC has been advised of the possibility of such damages.
   2.2. To the extent permitted by applicable law, Recoded Motorsports LLC’s total liability to you for all claims arising out of or relating to the use of or inability to use the website shall not exceed the amount, if any, paid by you to Recoded Motorsports LLC during the six (6) months preceding the event giving rise to the claim. This limitation applies to all causes of action in the aggregate, including but not limited to breach of contract, breach of warranty, tort (including negligence), strict liability, or any other legal theory.

3. User-Generated Content Disclaimer
   3.1. Recoded Motorsports LLC is not responsible for any content submitted, posted, or otherwise made available by users of the website.
   3.2. Users are solely responsible for the accuracy, legality, and appropriateness of any content they submit.
   3.3. Recoded Motorsports LLC does not endorse, and expressly disclaims any responsibility or liability for, any user-generated content that is defamatory, illegal, obscene, infringing, or otherwise objectionable.
   3.4. Recoded Motorsports LLC disclaims all liability for any damages or losses resulting from user-generated content.

4. Indemnification
   4.1. You agree to indemnify, defend, and hold harmless Recoded Motorsports LLC, its officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, arising out of or relating to:
   (a) your violation of these Terms of Use;
   (b) your use or misuse of the website;
   (c) any content you submit, post, transmit, or otherwise make available through the website; or
   (d) any activity related to your account, including negligent or wrongful conduct by you or any other person accessing the website using your account.

5. Specific Liability Related to Driver Profiles
   5.1. Recoded Motorsports LLC assumes no responsibility for the accuracy, completeness, or reliability of information contained within driver profiles submitted by users.
   5.2. Any reliance on the information in driver profiles is strictly at your own risk.

6. Severability
   6.1. If any provision of this Disclaimer of Warranties and Limitation of Liability is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be struck and the remaining provisions shall remain in full force and effect.

Severability

If any provision or part of this Terms of Use Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision or part shall be severed from the Agreement and shall not affect the validity or enforceability of the remaining provisions. The remaining terms shall continue in full force and effect, and the parties agree to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the original intent and purpose of the Agreement, to the extent permitted by applicable law.

Waiver

No failure or delay by Recoded Motorsports LLC or any user or visitor in exercising any right, power, or remedy under this Terms of Use Agreement shall operate as a waiver of such right, power, or remedy. Any waiver of any provision of this Agreement must be in writing and signed by the party against whom the waiver is sought to be enforced. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, nor shall it affect the validity of any part of this Agreement not expressly waived.

Entire Agreement

This Terms of Use Agreement, together with any referenced policies, including but not limited to the Privacy Policy and DMCA Policy, constitutes the entire agreement between Recoded Motorsports LLC and the user or visitor regarding the use of the website and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter herein. No amendment or modification of this Agreement shall be effective unless in writing and duly posted or otherwise provided by Recoded Motorsports LLC.

Attestation

IN WITNESS WHEREOF, the parties acknowledge that they have read, understood, and agreed to be bound by the terms and conditions set forth in this Terms of Use Agreement for recodedmotorsports.com, effective as of the date of acceptance by the user or visitor. This Agreement is entered into by and between Recoded Motorsports LLC, a South Dakota limited liability company with its principal place of business at 25 FIRST AVENUE SW STE A, WATERTOWN, SD 57201, and the user or visitor as defined herein. By indicating acceptance through the designated “I Agree” mechanism or by continued use of the website, the user or visitor attests to their consent to all terms and conditions contained herein.