Terms & Conditions

THE FOLLOWING TERMS OF USE AND SUBSCRIPTION SHOULD BE READ CAREFULLY BEFORE USING THIS WEBSITE, AND SHALL APPLY TO ALL USES OF THIS WEBSITE.

Ownership. This website, otherwise known as www.horsereportsystem.com (this “Site”), and all associated webpages, domain names, infrastructure, and intellectual property rights currently or hereafter comprising this Site are owned exclusively or licensed by Caldicott, LLC, a Maryland limited liability company (“Company”) except where otherwise noted. Company reserves the right to assign its rights or delegate one or more of its obligations under these Terms of Use to any third party at any time without advance notice.

Use. Use of this Site shall be lawful at all times and subject to the following terms and conditions (this “Agreement”) and the privacy policy posted at www.horsereportsystem.com\privacy. This Agreement does not alter the terms or conditions of any other agreement between you and Company. In the event you disagree with any term or condition of this Agreement or the Privacy Policy, you should immediately discontinue use of this Site. Should you use this Site other than to review this Agreement and the Privacy Policy, such use shall be deemed acceptance of this Agreement and your promise to comply with its terms. It is your responsibility to periodically review this Site to ensure your awareness of Company’s then current terms and conditions concerning the use of this Site or the Content (defined below). You acknowledge and agree that your use of this Site is done at your own discretion and risk.

Access. Access to or use of this Site or any of its content may be conditioned, limited, suspended, or terminated in whole or in part by Company at any time without advance notice and for any reason whatsoever. Company may also condition, limit, suspend, or terminate any component, content, or functionality of this Site at any time without advance notice and for any reason whatsoever.

Content. All content, code, forms, processes, and information posted to and comprising this Site, including, but not limited to, all graphics, images, photographs, videos, audio, digital downloads, data compilations, and text, and the “look and feel” of this Site (e.g., color combinations, button shapes, layout, and all other graphical and navigational elements used in this Site) (collectively, the “Content”), are the exclusive, proprietary, and confidential property of Company. In the event Company authorizes you to post any content to this Site, you hereby represent and warrant that such content is your own original work of authorship, free of any third-party interest, and grant to Company an unlimited, world-wide, royalty-free, nonexclusive, irrevocable, and perpetual right to use, publish, copy, distribute, and make derivative works of such content.

Prohibited Conduct. You may not directly or indirectly (i) disassemble, decompile, reverse engineer, or create derivative works of the Content, this Site, or any of its components, (ii) reproduce, make derivative works from, publicly display, publish, or distribute any part of the Content (except, however, you may download and save a copy of this Agreement and the Privacy Policy strictly for the purpose of informing yourself of their terms), (iii) remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend applicable to the Content or this Site, (iv) exploit for any purpose this Site, any component thereof, or the Content, in whole or in part, without the express written consent of Company, (v) systematically track any visitor or user of this Site, or extract, collect, or harvest through electronic means or otherwise (e.g., without limitation, robots and spiders) any data or data fields from this Site, (vi) place into HTML documents or web pages a hypertext link to this Site without the express written permission of Company, or (vii) use this Site, any component thereof, or any of the Content for any purpose that infringes the rights of Company or others, threatens, harasses, deceives, or is abusive or defamatory of Company or others, causes or introduces one or more viruses or malware to this Site, or violates the terms of this Agreement or applicable law.

Username and User Password. In the event you become a registered user of this Site, you must provide accurate and complete information. If you provide any information that is untrue, inaccurate, or incomplete, or Company has reasonable grounds to suspect you of the foregoing, Company may suspend or terminate your account and access to the Site. You shall be solely responsible for maintaining the confidentiality and security of any username and password elected by or assigned to you, and you may not assign, transfer, or sublicense your rights as a registered user of the Site. Company shall hold you responsible for any and all activities which occur under your user account and not directed by Company. You may not register for more than one account, create an account on behalf of someone else, or create a false or misleading identity on this Site. Any unauthorized use of your username or password should be reported immediately to Company.

Links to Other Sites. This Site may contain one or more hypertext links to third-party websites. These links are provided solely as a convenience and do not constitute an endorsement of the content or availability of such third-party websites or the product or services of the third party. You acknowledge and agree that the third-party website may not comply with Company’s Privacy Policy and may violate intellectual property rights, privacy rights, or publicity rights of third parties. You further acknowledge and agree that Company has no control over third-party websites or their content, products or services, and you shall not hold Company responsible for any injury or damage resulting from them. You should direct any concerns with respect to any other website to that website’s administrator or webmaster.

Choice of Law; Jurisdiction. This Agreement and the Privacy Policy, and your use of this Site and Content, shall be governed by the laws of the State of Maryland without regard to its conflict of laws principles. By using this Site or its Content, to the extent permitted by applicable law, you hereby irrevocably consent to the personal and subject matter jurisdiction of the courts located in Baltimore City, Maryland for any action arising out of or relating to this Agreement and the Privacy Policy, or your use of this Site or any of the Content. You hereby recognize that it is impractical, if not impossible, for Company to have knowledge of all laws applicable to the Site and therefore agree that the foregoing choice of law and jurisdiction provision is reasonable and shall not be later challenged. If your use of this Site or any of the Content violates the laws of the place where they are accessed by you, or where you reside, you should immediately cease and desist all such use and inform Company. You shall be solely responsible for informing yourself of all laws applicable to your use of this Site and the Content.

Arbitration. At Company’s election, any dispute arising from this Agreement or your use of this Site or any of the Content may be resolved by final and binding arbitration under the rules of the American Arbitration Association, to be held in Baltimore, Maryland, at any time before suit is filed with a court of competent jurisdiction.

Indemnification. By using this Site you agree to indemnify and hold harmless Company and its affiliates, and their respective directors, employees, agents, and representatives, from and against any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees and court costs, arising out of or resulting from your use of this Site, the platform and software comprising the Site, or any of the Content or from your breach of this Agreement. If you cause a technical disruption of this Site or the systems transmitting this Site, you hereby agree that you will be responsible for any and all losses, liabilities, expenses, damages, and costs, including reasonable attorneys’ fees, expert fees, and court costs, incurred by Company or any third party and arising out of or resulting from that disruption. Company reserves the right to assume exclusive defense and control of any matter subject to this indemnification provision and you shall cooperate with Company in the defense of such matter.

Warranty; Limitation of Liability. THIS SITE, EACH COMPONENT THEREOF, AND ALL CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, ERROR-FREE OPERATION, ACCURACY, CORRECTNESS, OR RELIABILITY, FREEDOM FROM MALWARE, COMPATABILITY WITH ANY HARDWARE OR APPLICATION, OR THAT THE QUALITY OF ANY PRODUCT OR INFORMATION PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS. UNDER NO CIRCUMSTANCES SHALL COMPANY BE RESPONSIBLE FOR THE ACTS OR OMISSIONS OF YOU OR ANY THIRD PARTY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY NOR ANY OF ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, SHALL BE LIABLE FOR ANY INJURY OR DAMAGE INCURRRED BY YOU OR ANY THIRD PARTY THAT ARISES FROM OR IS RELATED TO ANY USE OF THIS SITE OR CONTENT, OR ANY LINK TO OR USE OF ANY THIRD-PARTY WEBSITE OR PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOST REVENUE, PROFITS, OR BUSINESS, OR PUNITIVE OR SPECIAL DAMAGES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IF ANY OF THE FOREGOING LIMITATIONS OF LIABILITY, OR THE EXCLUSION OF WARRANTIES SET FORTH ABOVE, IS HELD TO BE INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN YOU HEREBY EXPRESSLY AGREE THAT THE MAXIMUM LIABILITY THAT COMPANY SHALL HAVE FOR ANY AND ALL INJURIES INCURRED BY YOU, INCLUSIVE OF COSTS AND EXPENSES, SHALL NOT EXCEED A TOTAL AMOUNT OF THE GREATER OF ONE HUNDRED DOLLARS (U.S. $100.00) IN THE AGGREGATE.

Any products or services purchased through this Site shall also be subject to the Terms of Subscription as described further down in this document.

Amendments. Company reserves the right to amend and/or restate this Agreement and the Privacy Policy at any time, without advance notice, and for any reason whatsoever. All amendments or restatements of the foregoing shall become effective immediately upon their posting to this Site unless otherwise expressly noted. Should you use this Site following the posting of any amendments or restatements, such use shall be deemed conclusive evidence of your acceptance of all posted amendments and restatements.

Miscellaneous. This Agreement constitutes a contract between you and Company. Should any provision in this Agreement or the Privacy Policy be found invalid or unenforceable for any reason by a court of competent jurisdiction (or arbitrator, if arbitration is elected by Company), that provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provision. Any claim or dispute by you arising out of or related to this Agreement or the use of this Site or the Content must be filed within one year after it arises or it shall be permanently barred. Your rights and obligations under this Agreement may not be assigned or delegated, in whole or in part, without Company’s written consent. The English language version of this Agreement and the Privacy Policy shall be deemed the only official version of each of them.

TERMS OF SUBSCRIPTION

End User License Agreement. By opening an account or otherwise using the Horse Report System, www.horsereportsystem.com, you, as well as any third party you invite as a Team Member as you Subscription allows, acknowledge and agree that (1) you (they) have read these terms of subscription end user agreement (these “Terms of Subscription”); (2) you (they) understand all of these Terms of Subscription; (3) you are bound by the terms of these Terms of Subscription; and (4) you (they) may receive, without further notice, communications from Company related to the system. If you (they) do not agree to the foregoing, you do not have a license to, and will not use, the system. Subscribers’ rights, limitations, and obligations regarding the System are set forth below.

Governing Terms. These Terms of Subscription supplement the terms and conditions contained in the Terms of Use and Privacy Policy of Caldicott, LLC d/b/a Horse Report System (“Company”) and posted at www.horsereportsystem.com (the “Site”) and govern the use of the web or cloud environment, platform, services, and software collectively and generally known as the Horse Report System (the “System”). Any terms and conditions specified in any communication between you (referred to as “you” individually and collectively with others “Subscribers”) and Company which are inconsistent or conflict with these Terms of Subscription shall not be binding upon Company unless otherwise expressly agreed by Company in writing. THESE TERMS OF SUBSCRIPTION SHALL BE DEEMED ACCEPTED BY YOU UPON THE COMPLETION OF YOUR ACCOUNT SETUP OR RECEIPT BY COMPANY OF ALL OR ANY PORTION OF PAYMENT FOR YOUR SUBSCRIPTION.

Subscription. Company may offer free periods (e.g., a month of use at no charge as part of an annual Subscription), or paid limited or full uses of the System, each of which is considered a “Subscription Level.” Each Subscription Level has different functionality, capabilities, and pricing; descriptions of each can be found www.horsereportsystem.com/#tierPricing. A Subscription may be accepted or rejected by Company in its sole discretion. Additional terms of use of the System applicable to the Subscription Level, if any, will be disclosed at sign-up or in other communications made available to you. No Subscription shall be deemed accepted by Company unless and until Company receives payment (if required) for the Subscription and allows you to complete the setup of an

Account. Company reserves the right to modify or terminate its Subscriptions.

Unless earlier terminated in accordance with these Terms of Subscription, your Subscription will continue for the period set forth in the terms of the Subscription Level you select. To use the System, you must have Internet access and, depending on the Subscription Level, you must provide us with a current, valid, accepted method of payment (as such may be updated from time to time, “Payment Method”). Company does not support all payment methods, currencies or locations for payment. Depending on your location, the type of Payment Method used, and where your Payment Method was issued, your Subscription may be subject to foreign exchange fees or differences in prices, including because of exchange rates. If the Payment Method you use, such as a credit card, reaches its expiration date and you do not edit your Payment Method information, you authorize us to continue billing that Payment Method and you remain responsible for any uncollected amounts. Your obligation to pay fees continues through the end of the Subscription period you elected at time of purchase. Upon setting up an Account, you agree to Company storing your payment and profile information and any information about third parties to whom you issue a login profile.

Billing Cycle. We will bill the Subscription fee to your Payment Method upon initial order and each renewal period (e.g., monthly). We reserve the right to change the timing of our billing, in particular if your Payment Method has not settled successfully. You must cancel your Subscription before it renews in order to avoid having the next Subscription period’s fees billed to your Payment Method. Cancellation instructions are set forth below under “cancellation.”

Prices; Taxes. The prices reflected for a Subscription on the date you open an account constitute the effective prices for use of the various components of the System available to a Subscription Level notwithstanding any prior or subsequent lists or quotations. You shall be solely responsible for all sales and use taxes, VAT taxes, and any other assessments applicable to your Subscription. Taxes shall be charged based on the aggregate purchase price of the Subscription and your location. Failure to pay any amount due may result in the termination of your Subscription.

Refunds. Payments are nonrefundable. We do not provide refunds, even for lack of usage or dissatisfaction. From time to time Company may provide a discount, credit, or refund at its sole discretion. The provision of a discount, credit, or refund in one instance does not entitle you or your family members, friends, colleagues, or any other third party to any discount, credit, or refund in the future or for similar circumstances, nor does it obligate Company to provide discounts, credits, or refunds in the future, for any reason.

Cancellation. You may cancel your Subscription at any time, and you will have continued access to the System, in accordance with your Subscription Level, through the end of the period of your Subscription. There is no refund or credit for any unused portion of a subscription period. Please contact info@horsereportsystem.com if you wish to cancel your Subscription.

Profile. An “account profile” is the profile you create at the time of Account set up and which has the exclusive permission to access and make changes to Account information and to invite a third party to join your Subscription as a “Team Member” (if a feature of the Subscription Level you purchased) for access to and use of the System. You agree to: (1) keep your account profile password secure and confidential; (2) not permit others to use your account profile; (3) not sell, trade, or transfer your account profile to another party; (4) not charge anyone for access to any portion of your account profile; (5) be solely responsible for charging, collecting, reporting, and remitting all fees and taxes related to the issuance by you of any login profiles to third parties; and (6) be solely responsible for, and indemnify, defend, and hold harmless Company from, any and all losses, liabilities, costs, or expenses (including, but not limited to, attorneys’ fees and court costs) incurred by Company and resulting from the breach by you or any third party to whom you issue a login profile of any term, condition, or warranty set forth in these Terms of Subscription, the Terms of Use, the Privacy Policy, or applicable law. Further, you are responsible for anything that happens through or as a result of your Account until you close down your Account or prove that your Account security was compromised due to no fault of your own. Company may refuse to grant you a user name or permit a third party to use a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive as determined by Company.

Grant of License to You. The System as a whole, each component, and any combination thereof, including, but not limited to, all know-how, concepts, logic, specifications, and content (other than the data Subscribers insert) are proprietary property of Company. Upon receipt of full payment for the Subscription and completion of your profile, you will have the non-exclusive, limited, revocable right to use the System and permit third parties to use the System to the extent provided in the details of the Subscription Level for the duration of the Subscription, subject to your compliance (and the compliance of any third party) with all terms and conditions applicable to the System. Your use of the System, and the use of the System by any third party to whom you issue a login profile, will be governed by the Terms of Subscription herein, the Site’s Terms of Use and Privacy Policy, and applicable law.

The System contains material that is protected by copyright, trademark, and trade secret laws in the U.S. and by international treaty provisions. The System is licensed, not sold or given to you. That means you can use the System, to the extent of the functionality of the Subscription Level, but you do not own it or any part of it. Company exclusively owns the System and all intellectual property rights in and related to it. The license granted to you above permits you and any third party you invite as “Team Member” as part of your Subscription to:

(1) Use the System, in accordance with your Subscription Level, until your Subscription expires or it is terminated by Company; (2) access, load, store, and operate the System with browser software; (3) access the System, including its content, via the Internet; (4) create, display, download, and print the data you or the third party to whom you issue a login profile insert or the reports you or he/she generate form such data; and (5) use the System for non-commercial education and enjoyment or for those business purposes applicable to the Enterprise Subscription Level.

NEITHER YOU NOR ANY THIRD PARTY AFFILIATED WITH YOUR ACCOUNT (“TEAM MEMBER”) MAY:
1) Decompile, reverse engineer, disassemble, or create derivative works from the System or any component of the System;

2) Remove or obscure any proprietary notices including, but not limited to, any and all copyright, trademark, and patent designations contained in the System;

3) Display or otherwise make available the System or any component of the System to any third parties unless specifically permitted by Company via an Enterprise Subscription;

4) Use the System for any commercial purpose, including, but not limited to, renting, leasing, or selling the System or any component.

5) Assign, rent, lend, lease, sell, sublicense, transfer, export from the U.S., copy, reproduce, modify, adapt, or translate the System or any component;

6) Remove, modify, hide, or otherwise make unreadable or non-viewable any notice, legend, advice, watermark or other designation contained on the System, component thereof or output therefrom;

7) Interrupt, or attempt to interrupt, the operation of the Site in any way; or

8) Tamper with, or attempt to tamper with, or dismantle any protective measures that effectively control access, reproduction, or distribution of the System.

The foregoing list of prohibited conduct is not intended to be exhaustive. Company reserves the right to log off Subscribers or authorized third parties who are inactive for an extended period of time and/or who violate any provision of these Terms of Subscription or applicable law.

Grant of License to Company. By completing your account profile on the System, you grant Company a non-exclusive, limited, irrevocable right to use your information or the information of third parties to whom you issue a login profile, to contact you or the third parties to whom you issue a login profile with respect to your Account or the System, and to use your data or the data provided by third parties to whom you issue a login profile in order to display, sort, organize, or track the data; generate reports that are available under your Subscription Level; investigate problems; maintain or service your Account; and run analytics on the System or the uses of the System for Company’s own business purposes (in which case, Company will de-identify your data (or the data provided by third parties to whom you issue a login profile) in accordance with standard industry practices).

Applications. Should Company offer components of the System through applications built using System’s platform (“Applications”) and you or any third party to whom you issue a login profile use the Application or interact with a website that has deployed a plugin, you agree that information about the use of the System or System component by you or any third party to whom you issue a login profile, including, but not limited to, your or his/her device, mobile carrier, Internet access provider, physical location, or web pages containing Company plugins may be communicated to Company. Further, by importing any of your or his/her profile data through the Application, you represent that you have or he/she has authority to share the transferred data with the mobile carrier or other access provider. In the event you or any third party to whom you issue a login profile change or deactivate your or his/her mobile account, you must promptly update your Account information to ensure that messages are not sent to the person that acquires the old number and failure to do so is your responsibility. You acknowledge that Company is not responsible for any charge or permission related to accessing the System through a mobile access provider.

Resale. You may not resell or otherwise transfer a Subscription without Company’s express written consent. You (or your parent) hereby represent and warrant that your Subscription is not being purchased for resale and that you and any third party to whom you issue a login profile are the consumer of the Subscription. For purposes of the foregoing, “consumer” means an individual or entity who or which purchases and uses the Subscriptions for personal or internal business needs or enjoyment with no intent of resale or profit.

Export Controls. Your use of the System, as well as the use of the System by any third party to whom you issue a login profile, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You must not export, re-export, transfer, divert, or otherwise dispose of any component of the System. You also represent and warrant that you are not prohibited from receiving U.S. origin products, including services or software. You are solely responsible for fulfilling any applicable governmental requirements in connection with your use of the System or the use of the System by any third party to whom you issue a login profile,.

Limited Warranty. The system is provided “as is”. Company makes no warranties of any kind related to the system, any component thereof, any combination thereof, or its functionality in whole or in part, whether express or implied, including, but not limited to, merchantability, fitness for a particular purpose, accuracy, defect-free, or non-infringement.

Limitation of Liability. To the maximum extent permitted by law, company shall not be liable to you or your heirs, personal representatives, successors, or assigns, or any third party, for any loss or lability threatened or incurred by you or any third party that results or is related to your use or the third party’s use, nonuse, or access to the system, any report generated by the system, or any use by company of your data or the third party’s data in accordance with the license you granted to company in these terms of subscription. In the event that this limitation of liability provision is held to be inapplicable or unenforceable for any reason or in any part, then the maximum liability that company shall have for any and all injuries to you, your heirs, personal representatives, successors, or assigns, or any third party, inclusive of costs and expenses, shall not exceed the amount paid, if any, for your subscription. Under no circumstances shall company be liable for the early termination of your subscription if a result of your non-compliance, or the non-compliance of a third party, with these terms of subscription or applicable law, if company reasonably determines that it must do so in order to comply with law or any legal proceeding, or if company discontinues the system in its entirety for any reason.

Amendments. Company reserves the right to amend and/or restate these Terms of Subscription at any time with no less than thirty (30) days’ advance notice. All amendments or restatements of these Terms of Subscription shall become effective immediately upon their posting to the Site unless otherwise expressly noted. Should you or any third party to whom you issue a login profile use this Site following the posting of any amendments or restatements, such use shall be deemed conclusive evidence of your acceptance of all posted amendments and restatements.

Governing Law. These Terms of Subscription, the purchase of a Subscription, and your use, including the use by any third party to whom you issue a login profile, of the System shall be construed and enforced in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles.

Disputes. Any dispute which cannot be satisfactorily resolved after thirty (30) days advance, written notice delivered to Company (info@horsereportsystem.com) may be resolved by any state or federal court located in the State of Maryland unless otherwise required by law. The use by you or by any third party to whom you issue and invitation to join your Subscription, of any feature or component of the System, including, but not limited to, setting up an Account or profile, indicates that you consent to the personal jurisdiction of the courts of the State of Maryland. Each party hereby waives any right to a trial by jury in any such suit.