Subscription Agreement

1. General

This Subscription Agreement (“Agreement”) is entered into on the date of acceptance in accordance with clause 2.2, between MiJock Ventures Pty Ltd (ACN 697 843 986) (“we”, “us” or “our”) and the Member (“you” or “your”).

In this Agreement:

ACL means the Australian Consumer Law set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
Account means the registered user account created by the Member on the Platform;
Additional Features means any optional or personalised features, functions or services made available by us at an additional Fee from time to time;
Booking means any booking, engagement or ride arrangement requested, offered, accepted, varied, cancelled or recorded between Members through the Platform;
Booking Records means records maintained by the Platform relating to Bookings, including Booking requests, acceptances, confirmations, changes, cancellations, timestamps, histories, audit trails, communication records and related metadata;
Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales;
Commencement Date means the date on which the Member accepts this Agreement in accordance with clause 2.2;
Fees means the subscription fees, Additional Features fees and any other fees applicable to your Subscription Selection or notified by us in accordance with this Agreement;
Free Trial means any free trial period applicable to your Subscription Selection or otherwise offered by us;
GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended;
Initial Term means the initial subscription period selected by the Member through the Platform when subscribing, commencing on the Commencement Date (or, where a Free Trial applies, on the expiry of the Free Trial);
Intellectual Property means copyrights, patents, trade marks, service marks, trade names, designs, and similar industrial, commercial and intellectual property (whether registered or not and whether protected by statute or not and including formulae and know-how);
Member means an individual or entity that has created an Account and subscribed to the Platform in accordance with this Agreement, including any horse trainer (“Trainer”), horse owner (“Owner”), manager (“Manager”), jockey (“Jockey”) or racing participant (“Racing Participant”);
Member Content means any information, data, text, images, photographs, videos, audio or other materials uploaded, posted, shared, transmitted or otherwise made available by or on behalf of you through the Platform, including information relating to horses, training progress, race plans, nominations and availability, but excluding Platform Data, Booking Records and any metadata, analytics, logs, reports, insights, rankings, recommendations, derived data, aggregated data or other information generated, created or collected through operation of the Platform;
Platform means the MiJock platform, being the subscription-only area of the Website and the associated software, applications, portals and digital services made available to Members (“Software”);
Platform Data means any data, information, metadata, analytics, reports, logs, insights, rankings, recommendations, derived data, aggregated data, de-identified data, machine-generated outputs and other information generated, created, collected or derived through operation of the Platform;
Privacy Policy means our privacy policy published on the Website, as amended from time to time;
Racing Authority means Racing Australia and any other body responsible for the regulation, administration or conduct of horse racing in any jurisdiction;
Racing Data means race fields, form, nominations, acceptances, weights, results and any other racing information sourced from any third-party and made available through the Platform;
Renewal Term means each successive renewal period under clause 3.2, being a period equal in length to the billing frequency applicable to the Member’s Subscription;
Services has the meaning given to it under clause 6.1;
Subscription means the Member’s subscription to the Platform at the Subscription Tier and on the billing terms selected through the Platform;
Subscription Selection means the subscription tier, billing frequency, Fees, Free Trial details and any Additional Features selected by the Member through the Platform during the account registration and subscription process, as updated from time to time in accordance with this Agreement;
Subscription Tier means the subscription tier applicable to the Member as selected by the Member during the Subscription Selection process (being a Trainer, Owner, Manager, Jockey or Racing Participant tier, or such other tier as we may introduce);
Term means the Initial Term together with each Renewal Term, and any Free Trial (where applicable);
Website means the website available at www.mijock.com.au, and all associated websites, platforms, portals, applications and digital services operated by us; and
Website Terms of Use means our website terms of use published on the Website, as amended from time to time.

In this Agreement, unless the context otherwise requires:

a reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and any subordinate legislation issued under, that legislation or legislative provision;
the singular includes the plural and vice versa;
a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
a reference to any gender includes all genders;
a reference to a recital, clause, schedule, annexure or exhibit is to a recital, clause, schedule, annexure or exhibit of or to this Agreement;
a recital, schedule, annexure or description of the parties forms part of this Agreement;
a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions), as amended, novated, supplemented or replaced from time to time;
a reference to any party includes that party’s executors, administrators, substitutes, successors and permitted assigns;
where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
where an expression is defined anywhere in this Agreement, it has the same meaning throughout;
headings are for convenience only and do not affect interpretation;
a reference to time is to local time in New South Wales; and
a reference to “dollars” or “$” is to an amount in Australian currency unless stated otherwise.

2. Acceptance of Agreement

This Agreement comprises the terms set out in this document together with the Subscription Selection made by you through the Platform during the registration and subscription process.

You accept and become bound by this Agreement when you create an Account, subscribe to the Platform, click any button or checkbox indicating acceptance of this Agreement, pay any Fees, or access or use the Platform, whichever occurs first.

This Agreement is to be read together with our Website Terms of Use and Privacy Policy, which also apply.

3. Term

This Agreement commences on the Commencement Date and continues for the Term unless terminated earlier in accordance with this Agreement.

On expiry of the Initial Term, and on expiry of each Renewal Term, the Subscription will automatically renew for a further Renewal Term at the then-current Fees, unless the Subscription is cancelled in accordance with clause 21.1, or this Agreement is otherwise terminated in accordance with the terms of this Agreement.

You acknowledge that the Subscription is a recurring, automatically renewing subscription and that, unless and until it is cancelled in accordance with this Agreement, your nominated payment method will be charged the applicable Fees at the commencement of each billing period.

4. Free Trial

We may offer a Free Trial to eligible Members from time to time. Where a Free Trial is made available and selected or activated by a Member through the Platform, the Member may access the Platform without charge for the duration of the Free Trial, subject to any conditions notified by us.

Unless you cancel the Subscription before the expiry of the Free Trial, the Subscription will automatically convert to a paid Subscription on the expiry of the Free Trial, and your nominated payment method will be charged the applicable Fees from that date.

We may, in our absolute discretion, determine the eligibility criteria for, and the duration, features and conditions of, any Free Trial, may limit each Member to one (1) Free Trial, and may vary, suspend or withdraw any Free Trial at any time on notice to you.

5. Account Creation and Security

To access and use the Platform, you must create and maintain an Account.

You warrant that all information provided in connection with your Account and Subscription is accurate, complete and not misleading and that you will promptly update that information to keep it current.

You are responsible for maintaining the confidentiality and security of your Account credentials and for all activities conducted through your Account. You must immediately notify us of any unauthorised access to or use of your Account.

6. Subscription and Services

Subject to this Agreement and payment of the Fees, we grant you a non-exclusive, non-transferable and revocable right to access and use the Platform at your Subscription Tier during the Term (“Services”).

You acknowledge and agree that:

we may, in our absolute discretion, add, vary, suspend or withdraw features or functionality of the Platform or of any Subscription Tier at any time;
certain Subscription Tiers or user groups may not be available at launch and may be introduced at a time determined by us;
Additional Features may be made available by us from time to time, and will only be provided to you upon acceptance and payment of the applicable additional Fees; and
we have no obligation to provide any feature or functionality that is not included in the Subscription Tier you selected.

Unless expressly permitted under the applicable Subscription Tier, a Subscription is limited to a single authorised individual and login credentials must not be shared.

7. AI and Predictive Services

The Platform may from time to time include artificial intelligence, predictive analytics, recommendation engines, rankings, ratings, insights, forecasts, statistical models or similar automated functionality (“AI Services”).

You acknowledge and agree that:

any recommendation, prediction, forecast, ranking, rating, insight, analysis or other output generated through AI Services is produced by automated systems;
AI Services generate probabilistic outputs only and may be inaccurate, incomplete, or incorrect;
we do not warrant, represent or guarantee the accuracy, reliability, completeness or suitability of any AI-generated output;
AI-generated outputs are provided for informational purposes only and do not constitute legal, financial, investment, wagering, racing, veterinary, bloodstock or other professional advice;
you remain solely responsible for independently assessing and verifying any AI-generated output and for all decisions made in reliance upon it; and
to the maximum extent permitted by law, we are not liable for any loss, damage, cost or expense arising from reliance upon any AI-generated output.

8. Wagering Disclaimer

The Platform is not a wagering platform and does not provide betting advice.

You acknowledge and agree that:

information available through the Platform is provided solely for informational purposes;
we do not encourage, promote or recommend wagering activity;
any decision to place a wager is your sole responsibility;
you should obtain independent advice before engaging in wagering activity; and
we are not liable for any wagering losses, betting outcomes or related financial losses.

9. Fees, Billing and Payment

You must pay the Fees applicable to your Subscription Tier, in advance, commencing when you subscribe to the Platform or, where a Free Trial applies, on expiry of the Free Trial, and thereafter at the billing frequency (monthly or annually) selected by you through the Platform.

You authorise us (and our third-party payment processor) to charge your nominated payment method for the Fees, including all recurring Fees payable on each renewal under clause 3.2 and any Fees for Additional Features requested by you, without further authorisation from you.

Payments may be made or processed using third-party payment providers. You acknowledge and agree that we will not be liable for any loss or damage arising from the operation of any third-party payment provider, and you warrant that you have read, understood and agreed to be bound by the terms and conditions of the applicable third-party payment provider.

If any payment of Fees fails or is declined, we may:

retry the payment; and/or
may suspend your access to the Platform until all outstanding Fees are paid in full.

If you fail to pay any Fees when due, we may terminate this Agreement in accordance with clause 21.

We may vary the Fees, or introduce new fees and charges, by giving you at least thirty (30) days’ prior written notice (which may be sent by email). Any variation to the Fees for your existing Subscription Tier will take effect from the first Renewal Term commencing after the expiry of the notice period. If you do not accept a Fee variation, you may cancel your Subscription by giving written notice before the variation takes effect, in which case your Subscription will terminate immediately before the commencement of the Renewal Term to which the Fee variation would otherwise apply.

If you reasonably believe that we have incorrectly charged any Fees, you must notify us in writing within ninety (90) days after the date of the relevant payment, providing reasonable details of the alleged error. If we determine that an error has occurred, we will promptly issue an appropriate adjustment, refund or credit (at our discretion). Failure to notify us within that period constitutes acceptance of the relevant payment, except to the extent the error resulted from our fraud, wilful misconduct or as otherwise required by law.

All Fees are stated inclusive of GST unless otherwise specified. Where any GST, charge, impost or duty is payable in respect of this Agreement or any supply made under or in respect of this Agreement, and is not already included in the Fees, it will be paid by you at the then-prevailing rate.

You must pay all Fees without set-off, counterclaim or deduction.

10. Refunds

Except as expressly provided in this Agreement or as required by applicable law (including the ACL), all Fees are non-refundable. Without limiting the foregoing, you are not entitled to a refund or a credit for:

a change of mind;
non-use or partial use of the Platform;
failure to cancel before the commencement of a Renewal Term or before the end of any Free Trial; or
cancelling your Subscription part-way through a billing period.

If you believe you are entitled to a refund, you may submit a request to us at [email protected]. We will review your request and, where we determine that a refund or credit is appropriate or required by law, we will issue the applicable refund or credit.

Nothing in this clause excludes, restricts or modifies any right or remedy you may have under the ACL or any other law that cannot lawfully be excluded, restricted or modified, including the consumer guarantees under the ACL.

11. Bookings and Platform Role

The Platform enables Members to request, offer, accept, vary, cancel and record Bookings on a request and acceptance basis. A Booking is formed between the relevant Members when a Booking request made through the Platform is accepted by the receiving Member, and confirmations may be communicated via the Platform, SMS or email in accordance with each Member’s notified preference.

We provide the Platform as a facilitation tool only. You acknowledge and agree that:

each Booking is an arrangement solely between the relevant Members, on the terms agreed between them and subject to the applicable rules of any Racing Authority and applicable industry, employment and riding fee arrangements;
we are not a party to, and have no obligation or liability in respect of, any Booking, including its formation, performance, variation, cancellation or non-performance;
we do not hold, receive, escrow or process any funds payable between Members, and any riding fees or other amounts payable between Members or industry participants are dealt with outside the Platform in accordance with applicable industry arrangements;
all race nominations, acceptances, rider declarations and starts remain subject to the rules, procedures, discretions and approvals of the relevant Racing Authority; and
we do not warrant or guarantee the availability, acceptance, confirmation, performance or completion of any Booking.

A confirmed Booking may only be cancelled through the Platform where the cancellation is requested by one Member and accepted by the other Member to the Booking. Members remain responsible for complying with any obligations arising under the rules of any Racing Authority in respect of any Booking or its cancellation.

We may keep records of Bookings made through the Platform, including the chronological sequence in which Bookings are requested, accepted, varied and cancelled. You consent to us disclosing those records (including the Booking timeline) to any Racing Authority upon request or where we consider disclosure is required or appropriate in connection with the administration of racing.

Any dispute between Members in connection with a Booking (including any double-booking) is a matter between those Members and, where applicable, the relevant Racing Authority. We have no obligation to adjudicate, mediate or resolve any dispute between Members, but may provide Booking records in accordance with clause 11.4.

We store, monitor, review and retain communications conducted through the Platform for operational, compliance, security, dispute resolution and regulatory purposes.

Members acknowledge and agree that communications conducted through the Platform:

may be retained by us;
may be reviewed to investigate complaints or disputes;
may be disclosed to Racing Authorities where reasonably required; and
may be used as evidence in connection with disputes, investigations or legal proceedings.

12. No Guarantee of Results

We do not warrant or guarantee:

the availability of any Trainer, Owner, Manager, Jockey or Racing Participant for any engagement or booking;
that any booking or engagement requested, offered or recorded through the Platform will be accepted, confirmed, performed or completed;
that any horse will be nominated for, accepted into, or will start in, any race;
race results, placings, prize money or any other racing or performance outcome;
the health, fitness, soundness, temperament, performance or value of any horse;
the accuracy, currency or completeness of any information or images shared by Members through the Platform;
the identity, licensing status, qualifications, experience, skill or conduct of any Member;
business growth, revenue, profitability or return on investment; or
any other specific commercial, financial, sporting or other outcome.

You acknowledge and agree that racing and commercial outcomes are inherently uncertain and depend upon numerous factors beyond our control, including the health and fitness of horses, track and weather conditions, handicapping, field composition, scratchings, the decisions of Racing Authorities and stewards, the conduct of other Members and third parties, market conditions and other external circumstances.

Any statistics, examples, benchmarks, case studies, testimonials, success stories, performance metrics or other illustrative information presented on the Platform are provided for informational purposes only. Such information is based on particular circumstances and assumptions and should not be interpreted as a representation, warranty, prediction or guarantee of future results.

Past performance is not necessarily indicative of future performance. Results achieved by any Member or horse referred to on the Platform may not be typical and may not be replicated in other circumstances.

13. Member Obligations, Warranties and Restrictions

You represent, warrant and undertake on a continuing basis that:

if you are an individual, you are at least eighteen (18) years of age and legally capable of entering into binding contracts; if you are an entity, you are validly existing under the laws of your place of incorporation or formation, and the individual completing registration and accepting this Agreement on your behalf is at least eighteen (18) years of age, legally capable of entering into binding contracts, and has full power, capacity and authority to bind you to this Agreement; and, in either case, a Jockey Subscription Tier may only be held by an individual;
all information provided by you in connection with the Account and the Subscription is accurate, complete and not misleading, and you will keep that information current and up to date;
you hold, and will maintain throughout the Term, all licences, registrations, permits and accreditations required by any Racing Authority or applicable law to act in the Member’s capacity as a Trainer, Owner, Manager, Jockey or Racing Participant (as applicable) and to perform any Booking;
you will immediately notify us if any licence, registration, permit or accreditation of yours is refused, suspended, cancelled, disqualified or made subject to conditions that affect your ability to use the Platform or perform Bookings;
you will comply with all applicable laws and with the rules, policies and procedures of each applicable Racing Authority, including the Australian Rules of Racing and all applicable local rules, in connection with your use of the Platform and any Booking; and
you will use the Platform and the Services only in compliance with this Agreement, the Website Terms of Use, our published policies as in effect from time to time, and all applicable laws and regulations.

You acknowledge and agree that:

you remain solely responsible for the management, operation and performance of your business, stable, racing operations or riding engagements (as applicable) and for all decisions made in relation to them;
you remain solely responsible for compliance with all applicable laws and the rules, policies and procedures of each applicable Racing Authority, including the Australian Rules of Racing and all applicable local rules;
you remain solely responsible for the care, welfare, management, training and racing of any horse under your ownership, care or control, including compliance with all applicable animal welfare laws and the rules of each applicable Racing Authority;
any information made available through the Platform, including information and images shared by other Members, is provided for informational purposes only and does not relieve you of your responsibility to make independent decisions;
we are entitled to rely upon information supplied by you without independently verifying its accuracy, completeness or reliability;
inaccurate, incomplete, misleading or outdated information supplied by you, other Members or third parties may materially affect the reliability of information available through the Website;
business, commercial, financial, sporting, legal, safety and welfare risks associated with any engagement, booking or decision remain your responsibility; and
you must obtain independent legal, accounting, financial, taxation, veterinary, bloodstock or other professional advice where appropriate before making any significant decision based on information obtained through the Platform.

You must maintain, at your cost, all insurance required to be held by you by law or by any Racing Authority in connection with your activities in the racing industry (including any compulsory industry insurance applicable to Trainers or Jockeys), and any other insurance that a prudent person carrying on your activities would maintain. Owners are strongly recommended to maintain appropriate insurance in respect of the ownership of horses. You must provide us with evidence of currency of any required insurance within seven (7) days of a request by us.

You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including devices, hardware, software, operating systems, networking and telecommunications services (“Equipment”), and for maintaining the security of the Equipment.

Except as otherwise permitted by the Copyright Act 1968 (Cth) or agreed to in writing by us, you must not, and must not permit any third party to:

modify the Software or merge any aspect of the Software with another program, or record, reverse engineer, copy, duplicate, reproduce, create derivative works from, frame, download, display, transmit or distribute any of the Software, the source code of the Software or any documents, manuals or setup instructions provided with the Software or in relation to the Services;
licence, sell, rent, lease, transfer, assign or otherwise commercially exploit the Software or the Services, or use the Platform to develop or operate any product or service that competes with the Platform;
engage in unauthorised access to or use of data, services, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
access, monitor, scrape, harvest, extract, collect or copy any data, content or information from the Platform (including Racing Data, Member Content or the personal information of other Members) using automated means or other unauthorised methods;
access, store, distribute or transmit any virus, worm, trojan or other malicious code, or any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or offensive, that facilitates illegal activity, or that abuses or causes damage or injury to any person, animal or property;
harass, intimidate, threaten, defame, abuse or otherwise engage in offensive conduct towards any Member or other person through or in connection with the Platform;
make, request or record any Booking that is false, misleading or made otherwise than in good faith, or misrepresent your identity, licensing status, availability or authority;
provide Account login details or passwords, or otherwise provide access to the Platform, to any unauthorised third party, or share any features of the Software that are not publicly available with any unauthorised third party;
use the Platform to provide, promote or facilitate any unlawful betting, wagering or gambling activity; or
encumber or allow the creation of any mortgage, charge, lien or other security interest in respect of the Software.

You must not use the Platform in any manner that is unlawful, fraudulent, misleading, deceptive or otherwise inconsistent with these Terms.

Without limitation, you must not:

introduce, upload, transmit or distribute any virus, malware, malicious code or other harmful material;
interfere with, disrupt, damage, impair or compromise the operation, security, integrity or accessibility of the Platform or any related systems or networks;
access, monitor, scrape, harvest, extract, collect or copy data, content or information from the Platform, including Member Content or the personal information of other Members, using automated means or other unauthorised methods;
impersonate any person or entity, misrepresent your identity, authority, licensing status or affiliation, or provide false, inaccurate or misleading information through the Platform, including false or misleading information regarding any horse, race, nomination, booking or engagement;
harass, intimidate, threaten, defame, abuse or otherwise engage in offensive conduct towards any Member or other person;
upload, post or share any information or images relating to a horse without the authority of the relevant owners and connections of that horse;
upload, post or share any content that depicts, promotes or encourages the mistreatment of any animal or any breach of animal welfare laws or the rules of any Racing Authority;
use any information obtained through the Platform, including the contact details of other Members or information relating to horses, for unsolicited marketing, or for any purpose other than the legitimate use of the Platform;
use any Platform content, Member Content or other information obtained through the Platform for the purposes of developing, training, testing, validating or improving any artificial intelligence, machine learning or algorithmic model;
extract or compile any database from information obtained through the Platform;
use the Platform to provide, promote or facilitate any unlawful betting, wagering or gambling activity;
collect Trainer, Owner, Manager, Jockey, Racing Participant or horse information through automated means;
use Platform content to develop, operate or support a competing platform, database or service;
conduct competitive analysis or benchmarking using Platform content except with our prior written consent;
reproduce, copy, modify, distribute, commercialise or otherwise use any Platform content except as expressly permitted by these Terms; or
use the Platform in a manner that may adversely affect our business, reputation, intellectual property, systems, services or relationships with Members, Racing Authorities or other third parties.

You must not attempt to gain unauthorised access to any part of the Platform, any Accounts, databases, servers or systems connected with the Platform.

Any breach of this clause 13 constitutes a material breach of this Agreement and we may, in our absolute discretion, suspend or terminate your access to and use of the Platform and the Services, and/or take further action against you for breach of this Agreement.

Although we have no obligation to monitor your use of the Services, we may do so, and may prohibit any use of the Services we believe may be (or is alleged to be) in violation of this Agreement or any applicable law or rule of a Racing Authority.

14. Verification and Other Members

We may (but are not obliged to) take steps to verify you are licensed and registered with Racing Australia or another applicable Racing Authority, including at the time of registration and periodically during the Term. You authorise us to make enquiries of, and exchange information with, any Racing Authority for that purpose.

We may:

conduct periodic licence verification checks;
require documentary evidence of identity;
require documentary evidence of licence status;
refuse a Subscription where verification cannot be completed;
suspend access where licence verification fails; and
automatically suspend Accounts where a required licence lapses.

You acknowledge and agree that:

any introduction, referral, communication, Booking or other arrangement facilitated through the Platform is provided as a convenience only and does not constitute an endorsement, recommendation, accreditation or approval by us of any Member or third party;
we do not warrant or guarantee the identity, qualifications, experience, skill, conduct, performance, solvency or suitability of any Member;
you are solely responsible for undertaking your own enquiries and assessment regarding the suitability, licensing status, qualifications, experience, pricing and services of any Member or third party before entering into any arrangement with them;
all Members and third-party providers are independent parties and are not our employees, agents, partners or representatives;
any opinions, advice, recommendations, information, images, products, services or materials provided by a Member or third party are those of the relevant party and not of us; and
any dealing, communication, Booking or other arrangement between you and any other Member or third party is undertaken at your own risk, and you are responsible for undertaking your own enquiries and due diligence.

Nothing contained on the Platform creates, or is intended to create, any agency, partnership, joint venture, employment, fiduciary or representative relationship between us and any Member or third-party provider.

Without limitation, we are not, and do not hold ourselves out as being:

a racing manager;
a bloodstock agent;
a booking agent;
a sports agent; or
a representative of any Trainer, Owner, Manager, Jockey or Racing Participant.

You acknowledge and agree that:

information, content, communications, profile details, availability information, Booking information and other materials made available through the Platform may be provided by Members or third parties;
we do not independently verify the accuracy, completeness, currency or reliability of information supplied by Members or third parties;
you are solely responsible for independently assessing and verifying any information obtained through the Platform before relying upon it; and
we are not responsible for any loss, damage, cost or expense arising from inaccurate, incomplete, misleading or outdated information supplied by any Member or third party.

15. Racing Data

The Platform may provide you with access to browse Racing Data. You acknowledge that Racing Data is sourced from, and remains subject to the rights of, the third-party licensors, and that nothing in this Agreement transfers to you any right, title or interest in any Racing Data.

You may access and view Racing Data through the Platform solely for your own use in connection with your legitimate racing industry activities, and must not extract, download, scrape, reproduce, republish, distribute, sell, licence, commercialise or otherwise deal with any Racing Data, or use any Racing Data in connection with any betting, wagering or gambling product or service.

Racing Data is provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we do not warrant that Racing Data is accurate, complete, current, error-free or fit for any particular purpose, and you must independently verify any Racing Data before relying upon it.

The availability of Racing Data through the Platform is subject to our arrangements with the relevant licensors, and we may vary, suspend or withdraw access to any Racing Data at any time without liability, including where required by, or as a result of any change to or termination of, those arrangements.

16. Member Content, Data and Privacy

Subject to the rights granted under this Agreement, ownership of Member Content remains with the relevant Member.

You grant us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, transferable and sublicensable licence to access, use, reproduce, store, publish, communicate, modify, adapt, process, commercialise, analyse and otherwise deal with Member Content for the purposes of:

operating, administering, maintaining and supporting the Platform;
providing the Services and Platform functionality;
facilitating communications, Bookings and engagements between Members;
verifying compliance with this Agreement and applicable Racing Authority requirements;
developing, testing, improving and enhancing the Platform and related products and services;
conducting research, analytics, reporting and statistical analysis;
developing, training, validating, testing, operating and improving artificial intelligence, machine learning, predictive analytics and automated decision-support systems;
complying with legal, regulatory and operational obligations; and
for any other purpose contemplated by this Agreement.

You warrant that:

you have all necessary rights, authorities and consents to provide Member Content (including, where Member Content relates to a horse, the authority of all owners and connections of that horse);
Member Content does not infringe the Intellectual Property, privacy or other rights of any third party;
Member Content complies with all applicable laws and the rules of each applicable Racing Authority; and
our use of the Member Content in accordance with this Agreement will not infringe the rights of any third party.

To the maximum extent permitted by law, you irrevocably consent to us, our service providers, contractors, licensees, sublicensees and assigns doing, or omitting to do, any act or thing in relation to any Member Content that would otherwise infringe your moral rights in the Member Content, including by reproducing, adapting, modifying, translating, editing, combining with other material, publishing, communicating, commercialising or otherwise using the Member Content in accordance with this Agreement.

We have no obligation to monitor, moderate, edit or verify Member Content or the conduct of Members on the Platform. We may, however, in our absolute discretion and without notice, remove, decline to publish or disable access to any Member Content, contact any Member regarding their conduct, and suspend or restrict any Member’s access to messaging or other features, including where we aware of abusive, offensive or unlawful conduct or content.

17. Platform Data

Notwithstanding anything else in this Agreement, we may collect, generate, access, use, analyse, combine, adapt, derive, disclose, licence, publish, distribute, sell, commercialise and otherwise deal with information and data relating to the provision, operation, use and performance of the Platform and related systems and technologies, including Member Content, profile information, Booking information, usage data, analytics, metadata and information derived from them. Without limitation, we may:

use such information and data for the operation, administration, maintenance, support, development, testing, security, improvement and enhancement of the Platform and related products and services;
combine such information and data with information obtained from other Members, users, third parties and external sources;
create reports, insights, analytics, benchmarks, statistics, rankings, databases, information products and other products and services derived from such information and data;
subject to applicable law, use, disclose, publish, licence, sell, distribute, commercialise and otherwise exploit such information and data, whether in identifiable, aggregated, anonymised, de-identified or derived form; and
use, licence, sell, distribute and otherwise commercialise any products, services, datasets, reports, insights, analytics or information products developed from or incorporating such information and data,

without any obligation to account to the Member.

You acknowledge and agree that the rights granted under this clause include the right for us, subject to applicable law, to combine Member Content and other information with data obtained from other Members, users, third parties and external sources and to use, disclose, licence, sell, distribute, commercialise and otherwise exploit that information, including in identifiable form.

18. Privacy

We collect, hold, use and disclose personal information in accordance with the Privacy Policy and applicable privacy laws, including the Privacy Act 1988 (Cth). By entering into this Agreement, you acknowledge that you have read, understood and agree to the terms of our Privacy Policy.

19. Intellectual Property

Subject to this Agreement, we grant you a non-exclusive, non-transferable and revocable licence to access and use the Platform and the Services (including the Intellectual Property contained in them) during the Term, solely for your own use in connection with your legitimate racing industry activities.

All right, title and interest in and to the Platform, the Platform Data, the Software and any information or technology that may be provided to, or accessed by, you in connection with the Platform or the Services are owned, and will remain owned, by us or our licensors (“Provider IP”). Nothing in this Agreement transfers to you any ownership rights in the Provider IP.

All Intellectual Property discovered, developed or otherwise coming into existence by or on behalf of us in connection with the Platform, the Services, the Provider IP or operation of the Platform, automatically vests in, and is assigned to, us immediately upon creation, including any enhancements, improvements, modifications, adaptations, derivative works, analyses, reports, datasets, insights, recommendations, artificial intelligence models, outputs and other materials developed from or using Member Content, but excluding the underlying Member Content itself (“Developed IP”).

Without limiting clauses 19.2 and 19.3, and subject only to the Member’s ownership of Member Content under clause 16.1, all right, title and interest (including all Intellectual Property rights) in and to the following vests in and remains our property:

the Platform, Software and Services;
all Platform data, usage data, activity data, engagement data, behavioural data and telemetry;
all Booking Records;
metadata, system logs, audit logs, operational information and performance information;
reports, analytics, dashboards, rankings, ratings, recommendations, insights and benchmarks;
aggregated, anonymised, de-identified, normalised and statistical data;
derived data, derived works and information products;
predictive outputs, machine-generated outputs, automated recommendations and AI-generated outputs;
all information, data, materials, works, outputs and Intellectual Property generated, created, developed, discovered or derived from Member Content, Platform Data or operation of the Platform; and
all enhancements, modifications, adaptations and derivative works relating to any of the foregoing,

whether created by us, generated through operation of the Platform or developed using Member Content, Platform Data or any combination of them. For the avoidance of doubt, a Member does not acquire any ownership interest in the foregoing merely because those materials were generated using, derived from or incorporate Member Content.

You acknowledge and agree that any feedback, suggestions, ideas or other information provided by you regarding the Platform or the Services (“Feedback”) will be owned by us. You assign all rights, title and interest in and to Feedback to us, and agree to do all things reasonably required by us to perfect and enforce those rights.

You must not represent to any person that you are the owner of the Platform, the Software, the Services, the Provider IP or any Developed IP.

You must not remove, alter or obscure any copyright, trade mark or proprietary notices appearing on the Platform.

20. Cyber Risk

You acknowledge that:

no internet-based service, platform or system can be guaranteed to be completely secure;
we cannot guarantee protection against hacking, malware, ransomware, phishing attacks, unauthorised access or other cyber incidents;
you are responsible for maintaining the security of your devices, systems, passwords and Account credentials; and
you must notify us immediately upon becoming aware of any actual or suspected security breach affecting your Account.

To the extent permitted by law, we are not liable for losses arising from cyber incidents beyond our reasonable control.

21. Suspension and Termination

You may cancel the Subscription at any time through the Platform or by written notice to us. Cancellation takes effect:

for monthly Subscriptions: at the end of the then-current monthly billing period; and
for annual Subscriptions: at the end of the then-current annual billing period,

provided notice is given at least fourteen (14) days before the end of that period (failing which cancellation takes effect at the end of the following billing period). You will retain access to the Platform until cancellation takes effect, and no refund of prepaid Fees will be provided except as required by law or as expressly provided in this Agreement.

We may suspend your access to all or any part of the Platform or the Services, with immediate effect and with or without notice, where:

Fees remain unpaid after their due date;
we reasonably believe you have breached this Agreement, the Website Terms of Use or the rules of any Racing Authority;
your licence or registration with a Racing Authority is suspended, cancelled or lapses;
we reasonably consider suspension necessary to protect the Platform, other Members, us or any third party; or
suspension is required by law.

Either party may terminate this Agreement by written notice with immediate effect if the other party:

breaches this Agreement and where the breach is capable of remedy fails to remedy the breach within fourteen (14) days of written notice requiring it to do so;
breaches this Agreement where the breach is incapable of remedy; or
becomes insolvent, bankrupt or subject to any form of external administration.

We may terminate this Agreement with immediate effect by written notice if:

you fail to pay any Fees within seven (7) days of a notice of non-payment;
you cease to hold any licence or registration required to act in your capacity; or
you engage in conduct that, in our reasonable opinion, is unlawful, brings or may bring the Platform or us into disrepute, or poses a risk to any Member, the Platform or the integrity of racing.

To the extent permitted by law, we may also terminate this Agreement, or discontinue, retire or replace the Platform or any part of it, for convenience by giving you at least thirty (30) days’ written notice, in which case we will refund to you a pro-rata portion of any prepaid Fees for the unexpired portion of the then-current billing period following the effective date of termination.

On expiry or termination of this Agreement for any reason:

your right to access and use the Platform ceases immediately (or on the effective date of cancellation under clause 21.1);
we may disable your access and remove your access credentials;
all Fees and other amounts accrued up to the effective date of termination remain payable; and
we are under no obligation to retain, return, provide access to or recover any data following expiry or termination of this Agreement, and may retain, use, archive or delete such data in accordance with this Agreement, our Privacy Policy and applicable law.

Suspension of the Services does not relieve you of your obligation to pay any Fees that accrued before or during the period of suspension.

All clauses of this Agreement which by their nature should survive termination will survive termination, including accrued rights to payment, clauses 9.4, 11.7, 14, 15, 16, 17, 21, 24 and 25, and this clause 21.8.

22. Platform Integrity and Compliance

To protect Members, maintain the integrity of the Platform and safeguard the administration of racing, we may:

suspend Accounts;
restrict messaging functions;
remove or disable Member Content;
remove horse records;
remove Booking records;
restrict features;
downgrade Subscription Tiers;
refuse access to specific services; and
permanently terminate Accounts.

We may exercise our rights under this clause where we reasonably believe that:

this Agreement has been breached;
a Member has engaged in misconduct;
a Member presents a risk to other Members;
a Member poses a risk to the integrity of racing; or
such action is reasonably necessary to protect the Platform or other Members.

23. Warranties and Disclaimers

We will use commercially reasonable efforts to maintain the Platform and provide the Services.

The Platform may be temporarily unavailable for scheduled maintenance or unscheduled emergency maintenance, whether by us or third-party providers, or because of other causes beyond our reasonable control. Where reasonably practicable, we will provide prior notice of any scheduled maintenance that is expected to materially affect the availability of the Platform.

Subscription Agreement