Posted on by Susan

The Other Elephant in the Room

One of the main components pertaining to our venture that has been at the forefront of my thoughts since we began is how to make sure what we built continues and just as paramount, a way of securing everyone’s investments in the case that I am rendered immobile. So this blog post is all about what we have in place in the event.

My sincere apologies for not writing about this sooner, especially after several months back when I shared about the health issues I face and I want you to know that this was purely because of the many hats that I wear and before having assistants there really wasn’t enough hours in a day to fill all that I wished to accomplish. 🙁

The continuance of our venture has two parts; the betting program and the database that feeds the information in order for us to know which runners to bet. Along with these essentials are what keeps things moving so the following addresses each.

The Betting Program

Zen Racing Stats LLC owns the betting program, however Zen does not own the database, a crucial part that without we would not be able to keep going. And this database must be constantly maintained; daily updates, daily cleaning meaning making sure everything’s lines up and even though this may not sound like a massive task, it is! Because if names do not match up; as an example jockey Joel Rosario is entered in our database as J. Rosario, J Rosario (without the period), Rosario, Joel, Rosario, J, ectara, and the same aliasing applies for owners, and trainers, the stats would be off and since we’re betting money, we have to rely on the accuracy of the output in our data. Without this, we would not have success. And since a clean maintained database is imperative to our success, this maintenance is included in our monthly operating expense minus the cost of the monthly data feed until we get to the point of paying dividends regularly.

The Database

The database is owned by my other company equi-stats and my partners of which one is our head developer who happens to be the reason why the team of developers have let us run a balance for their work and equi-stats owns 60% of Zen Racing which is the reason why we only offered 40 total buy in shares for Zen.

equi-stats has additional silent partners of which some have elected to convert all their shares to Zen while others have both and two partners in particular invest in horse racing bets. These two individuals are my back up bettors. They know everything about our program as we move along which includes what to look for during each stage of development and what to bet. Keep in mind that we will be evolving for quite awhile and once we got to the point where I’ve proven to myself by making bets that we can consistently profit 20%, I knew it was not only time to get Zen Racing properly funded, while waiting it’s also time for me to experiment which is why you’ll see the profit numbers fluctuate from week to week. I plan to get into more details regarding this in a later post though wanted to mention in case you’re following our progress, that this is expected and not a issue with the program.

The horse racing database that equi-stats owns is priceless. There are very few who own one so our first order of protecting everyone’s investment and ensuring our venture continues in case of my passing is each investor in Zen will be given 1 share of equi-stats and as long as you own a share in Zen you will own that share in equi-stats. Should this come to be and you decide to sell back your share in Zen, you would also be selling back your one share in equi-stats and to further assure I want you to know that all this is written and notarized in my revocable living trust.

Why we Purposely Held back 4 and 1/2 shares

We had more people who wanted to buy in than the number of shares offered when we were initially putting all this together, however, the reason I kept back the 4 and 1/2 shares was it soon became apparent that the cost to pull all this together was far greater than what we set the initial buy in investment for. Yet in order to get things in motion, the buy in had to be obtainable. And understanding that once we were moving that eventually we’d get to the point where our program was useable, meaning we could bet and in a short time prove profitable, that the per share buy in value could very well be off the scale. So once we reached this proven milestone as we’ve been consistently profitable since December when Benter’s algorithms were added to Ed’s, I knew it was time for Zen Racing Stats LLC to be properly funded and the time came to open up these remaining shares.

And since our venture has always been about all of us and sharing what we built together and not about making a profit from building such, I’ve set the buy in for these shares for the amount that we actually require verses an astronomical amount just because we could. Even though filling these shares for a much less amount than we could ask will probably take as long as it would take by asking for more, it opens the door to investors that we’d want to have in our venture verses potential investors who have a lot of money that believe their investment entitles them to more which is not someone we want in.

And the reason I’ve chosen at this time to sporadically bet is because opening up these shares requires my full attention. A lot of correspondence and presenting what we have. There’s plenty of opportunities waiting for us to capitalize on though wouldn’t it be a better place for us all if when I am betting that we’re at the point of self sufficiency and paying all of us dividends. We just had to get things rolling first. And though it’s taken time to get here, what we’ve accomplished required a massive undertaking and we did it. We’re here and we accomplished all this together.

It wasn’t until recent that I realized that when I shared the things that I face regarding my health that it would have been the right time to share the steps we’ve taken that are already in place to protect everyone’s investment.

Which brings me to another personal story that I wish to share.
My mother raised my three brothers and me to always put our best forward no matter what we face. So if we were going through a personal hardship, that it is just this, personal and not for anyone else to concern themselves with. And by doing so this gave us strength to keep moving. To do whatever it takes to get yourself to a place where you can keep going and this is me. This is what I do every day and plan to do till I’m rendered immobile or till it’s my time to go and my brothers are the same way.

I can say this because two and a half years ago my brother Steve was diagnosed with Stage 4 cancer and was told he had around 6 months to live. His life has not been easy since. He’s had brain surgery of which he actually recovered from in one day and came home the day after. He chose to treat with immuno-therapy, and experienced a great deal of side effects that included days of non stop coughing, passing out without warning, not being able to eat, and on and on. And not only is he still going, he’s still going strong and he and my niece were the ones who just came to see me a few weeks ago. And this was at a time when I really needed his company more than any other due to the recent loss of my two kitties. This was because Steve and Ed were good friends way before Ed came into my life. Steve is the person who I met Ed through. And because of covid, I haven’t seen anyone in my family since Ed passed and when the time came where they could visit, there was no one that I wanted to see more than Steve. So if my brother can overcome stage 4 cancer and keep going strong, there is no reason I can’t keep going strong too. Haven’t been stopped yet and that alone says a lot because it’s been since 2011 when I was diagnosed.

I didn’t keep going to let all the good that’s coming our way happen without me. I’m along for the ride too and plan to enjoy fully with you. What we’ve built together is truly amazing and we’re at the place where we’re ready to sail once properly funded. Though just in case, I want you to know the steps we’ve taken and the provisions that we have in place.

Non-Disclosure

Non-Disclosure Agreement

This Non-disclosure Agreement (this “Agreement” is effective as of May 08, 2020 the “Effective Date”), by and between Zen Racing Stats LLC (the “Owner”), of 8465 W Sahara Ave Suite 111-515, Las Vegas, Nevada 89117, and all LLC Members (the “Recipient”) where

Zen Racing Stats LLC will be sharing proprietary information with all its members, investors, and silent partners and as long as they own stock in and/or work for Owner in any capacity is prohibited from sharing, giving away, selling, showing or collaborating with to any person and/or entity outside Zen Racing Stats LLC company indefinitely.

The Owner has requested and the Recipient agrees that the Recipient will protect the confidential material and information which may be disclosed between the Owner and the Recipient. Therefore, the parties agree as follows:

I. CONFIDENTIAL INFORMATION. The term “Confidential Information” means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner Regardless of whether specifically identified as confidential or proprietary. Confidential Information shall include any information provided by the Owner concerning the business, technology and information of the Owner deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.

A. “Confidential Information” does not include:

– matters of public knowledge that result from disclosure by the Owner;

– information rightfully received by the Recipient from a third party without a duty of confidentiality;

– information independently developed by the Recipient;

– information disclosed by operation of law;

– information disclosed by the Recipient with the prior written consent of the Owner;

– information disclosed by the Recipient with the prior written consent of the Owner; and any other information that both parties agree in writing is not confidential

II. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed or obtained by the Owner by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Owner which provides the Owner with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by the Recipient of the Confidential Information, the Recipient agrees as follows:

A. No Disclosure. The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Owner.

B. No Copying/Modifying. The Recipient will not copy or modify any Confidential Information without the prior written consent of the Owner.

C. Unauthorized Use. The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

D. Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Owner.

III. UNAUTHORIZED DISCLOSURE OF INFORMATION – INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an injunction to restrain the Recipient from disclosing the Confidential Information in whole or in part. The Owner shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

IV. NON-CIRCUMVENTION. For a period of five (5) years after the end of the
term of this Agreement, the Recipient will not attempt to do business with, or otherwise solicit any business contacts found or otherwise referred by Owner to Recipient for the purpose of circumventing, the result of which shall be to prevent the Owner from realizing a profit, fees, or otherwise, without the specific written approval of the Owner. In such circumvention shall occur the Owner shall be entitled to any commissions due pursuant to this Agreement or relating to such transaction.

V. RETURN OF CONFIDENTIAL INFORMATION: Upon the written request of the Owner, the Recipient shall return to the Owner all written materials containing the Confidential Information. The Recipient shall also deliver to the Owner written statements signed by the Receipt certifying that all materials have been returned within five (5) days of receipt of the request.

VI. RELATIONSHIP TO PARTIES. Neither party has an obligation under this Agreement to purchase any service or item from other party, or commercially offer any products using or incorporating the Confidential Information. This Agreement does not create any agency, partnership, or joint venture.

VII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an “AS IS” basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL INFORMATION. The Owner does not represent or warrant that any product or business plans disclosed to the Recipient will be marketed or carried out as disclosed, or at all. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

VIII. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement except the limited right to use as set forth above. The Recipient acknowledges that, as between the Owner and the Recipient, the Confidential Information and all related copyrights and other intellectual property rights, are (and at times will be) the property of the Owner, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials during the period of the Agreement.

IX. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expense, including reasonable attorney’s fees, cost and expenses resulting from the indemnifying party’s material breach of any duty. representation, or warranty under this Agreement.

X. ATTORNEY’S FEES. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs.

XI. TERM. The obligations of this Agreement shall survive Indefinitely from the Effective Date or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.

XII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed under the laws of the State of Nevada. This Agreement shall not be assignable by either party. Neither party may delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

XIII. WHISTLEBLOWER PROTECTION. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets; (1) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (11) in a complaint or other document filed in a lawsuit if made under seal.

XIV. SIGNATORIES. This Agreement shall be executed by Susan L. Sweeney Bain, Owner, on behalf of Zen Racing Stats LLC and Recipient and delivered in the manner prescribed by law as of the date first written above.