PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO”, CUSTOMER AGREE TO THESE TERMS AND CONDITIONS.  IF CUSTOMER DO NOT AGREE TO THESE TERMS AND CONDITIONS, THEN CUSTOMER MUST NOT USE THE SCORES PRODUCT AND SERVICE OR ACCESS ANY CONTENT.

This App License and System Subscription Agreement (this “Agreement”) is a legally binding contract between Scoreus LLC (“Provider”) and an individual end user of Provider’s System, as defined below (“Customer,” “Customer’s”). Provider provides Scoreus Procurement Software as a Service (the “System”). Customer agree that when Customer access or use the System, Customer will do so subject to this Agreement. DO NOT ACCESS OR USE THE SYSTEM IF CUSTOMER ARE UNWILLING OR UNABLE TO BE BOUND BY THIS AGREEMENT.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

This Agreement is effective as of the date Customer click “Accepted and Agreed To” (the “Effective Date”).

1. USE OF THE SYSTEM IN GENERAL.
   • Eligibility. Customer represent and warrant that Customer are 18 years old or older, and Customer recognize and agree that Customer must be 18 years old or older to use the System.
   • System Subscription. During the Term (as defined in Section 1 below), Customer may access and use the System. Customer may reproduce and use Provider’s standard manual as well as instruction, supporting reference or records related to use of the System (the “Manual”) solely as necessary to support use of the System.
   • System Revisions. Provider may revise the features and functions of the System at any time.
   • Subscription Fees. Customer agree to pay Provider the fee set forth in Customer’s order on the dates required therein. Provider may refund fees under Refund Policy, section 3.6 in Terms of Service.
2. THE APP.
   • License. Provider hereby grants Customer a nonexclusive license to reproduce and use one copy of the App (as defined below) on Customer’s mobile device, solely as a component of the System, provided Customer comply with the restrictions set forth below in Section 2 (Restrictions on Software Rights). The license in the preceding sentence does not include use by any third party, and Customer shall not permit any such use. Provider grants the license in this Section 2.1 under copyright and, solely to the extent necessary to exercise such rights, under any other applicable intellectual property rights. (The “App” means Provider’s downloadable Scoreus Application. The App is a component of the System and is included in references thereto, except in provisions that separately address the App.)
   • Restrictions on Software Rights. Copies of the App created or transferred pursuant to this Agreement are licensed, not sold, and Customer receive no title to or ownership of any copy or of the App itself. Furthermore, Customer receive no rights to the App other than those specifically granted in Section 1 above. Without limiting the generality of the foregoing, Customer shall not: (a) modify, create derivative works from, distribute, publicly display, publicly perform, or sublicense the App; (b) use the App in any way forbidden by Section 5.1 below; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the App’s source code.
3. CUSTOMER’S CONTENT.
   • Permission from Customer. Customer grant Provider permission to access, process, and otherwise use Customer’s Content (as defined below) in order to provide Provider’s products and/or services to Customer, to track and analyze Customer’s use of the System, and make Customer’s Content available to other users of the System and other third parties. To the extent that Customer have intellectual property rights in Customer’s Content, Customer grant Provider a world-wide, perpetual, non-exclusive, royalty-free, sublicensable, transferable license to use and prepare derivative works from Customer’s Content for the purposes outlined in this Agreement. Customer agree that Customer’s Content is not any person’s or entity’s confidential information, including Customer’ss. As between the parties, Customer retain ownership of Customer’s Content. (“Customer’s Content” means any Content transmitted by Customer or on Customer’s behalf to Provider or its agents. “Content” means text, images, photos, audio or video files, and other forms of data or communication.)
   • Rights in Customer’s Content. Customer represent and warrant that Customer own Customer’s Content or have received a valid license to Customer’s Content and that submitting or transmitting Customer’s Content to or through the System will not violate the rights of any third party, including without limitation intellectual property, privacy, or publicity rights. Provider is under no obligation to review or screen Customer’s Content or other System users’ Content.
   • Accuracy. Provider has no responsibility or liability for the accuracy of any Content submitted to or transmitted through the System by Customer or another user, including without limitation Customer’s Content.
   • Right to Retain, Delete or Suspend Access. Customer must not rely on the System for backup or storage of Customer’s Content. Provider may retain Customer’s Content even if Customer are no longer using the System, but Provider is not required to give Customer copies of Customer’s Content. Provider may permanently delete or erase Customer’s Content or suspend Customer’s access to Customer’s Content through the System at any time and for any reason.
4. PRIVACY.
   • Privacy Policy & Compliance. Customer acknowledge Provider’s privacy policy and Customer recognize If and agree that nothing in this Agreement restricts Provider’s right to alter such privacy policy. If Provider receives a “right to know,” deletion, “right to be forgotten,” or similar request related to Customer’s Content, Provider may respond in accordance with applicable law. Nothing in this Agreement precludes Provider from asserting rights or defenses it may have under applicable law related to such requests.
   • De-Identified Data. Provider may use, reproduce, sell, publicize, or otherwise exploit De-Identified Data (as defined below) in any way, in its sole discretion, including without limitation aggregated with data from other customers. (“De-Identified Data” refers to Customer’s Content with the following removed: information that identifies or could reasonably be used to identify Customer, an individual person, or a household.)
   • Risk of Exposure. CUSTOMER UNDERSTAND AND AGREE THAT SHARING CONTENT ONLINE INVOLVES RISKS OF UNAUTHORIZED DISCLOSURE OR EXPOSURE AND THAT, IN SUBMITTING CUSTOMER’S CONTENT TO OR TRANSMITTING IT THROUGH THE SYSTEM, CUSTOMER ASSUME THOSE RISKS. Provider offers no representation, warranty, or guarantee that Customer’s Content will not be exposed or disclosed through the System or through errors or the actions of third parties.
5. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS.
   • Acceptable Use. Customer shall not: (a) provide System passwords or other log-in information to any third party; (b) share non-public System features or Content with any third party; (c) access the System in order to build a competitive product or service, to build a product using similar ideas, features, functions or graphics of the System, or to copy any ideas, features, functions or graphics of the System; or (d) engage in web scraping or data scraping on or related to the System, including without limitation collection of information through any software that simulates human activity or any bot or web crawler. If Provider suspects that Customer have violated the requirements of this Subsection 1, Provider may suspend Customer’s access to the System without advanced notice, in addition to such other remedies as Provider may have. Provider is not obligated to take any action against Customer or any other System user or other third party for violating this Agreement, but Provider is free to take any such action it sees fit.
   • Unauthorized Access. Customer agree to take reasonable steps to prevent unauthorized access to the System, including by protecting Customer’s passwords and other log-in information. Customer shall notify Provider immediately if Customer know of or suspect unauthorized use of the System or breach of its security.
   • Compliance with Laws. In using the System, Customer shall comply with all applicable laws.
   • System Access. Customer are responsible and liable for: (a) Customer’s use of the System, including unauthorized conduct through Customer’s account and conduct that would violate the Acceptable Use on Section 5.1 or the requirements of this Agreement; and (b) any use of the System through Customer’s account or passwords, whether authorized or not.
   • Communications from Provider. Customer consent to receive email and/or text messages from Provider in connection with Customer’s use of the System. Standard text messaging charges required by Customer’s mobile carrier will apply to text messages Provider send Customer.
6. IP & FEEDBACK.
   • IP Rights in the System. Provider retains all right, title, and interest in and to the System, including without limitation the App and all other all software used to provide the System and all graphics, user interfaces, logos, and trademarks reproduced through the System, as well as all Content other than Customer’s Content. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth Customer’s license rights to the App or the Manual. Customer recognize that the System and its components are protected by trademark, copyright and other laws.
   • Feedback. Provider has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Customer provide to Provider, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Provider’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Customer. Customer hereby grant Provider a perpetual, irrevocable right and license to exploit Feedback in any and every way. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Provider’s products or services.)
   • ScoreUs, its logo, and other trademarks are trademarks of Scoreus and may not be used without permission
7. DISCLAIMERS.
   • Warranty Disclaimers. CUSTOMER AGREE THAT CUSTOMER ACCEPT THE SYSTEM “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) PROVIDER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR; (c) PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER’S CONTENT WILL REMAIN PRIVATE OR SECURE; AND (d) PROVIDER DISCLAIMS ANY REPRESENTATION OR WARRANTY CONCERNING PRODUCTS OR SERVICES PROVIDED BY OTHER USERS OF THE SYSTEM OR OTHER THIRD PARTIES.
   • Interactions with Other Users. Customer agree that Customer are solely responsible for Customer’s transactions or other interactions, either through the System or through other means of communication, with other users of the System. Customer acknowledge that Provider has no liability for any such interactions. Provider may monitor or become involved in disputes between Customer and other users of the System but has no obligation to do so.
   • Third Party Sites and Content. Customer understand that the System may contain or send Customer links to third party websites, applications or features not owned or controlled by Provider (“Third Party Sites”), and that links to Third Party Sites may also appear in Content available to Customer through the System. The System may also enable interaction between the System and a Third Party Site through applications that connect the System, or Customer’s profile on the System, with a Third Party Site. Through Third Party Sites Customer may be able to access Content from third parties that Provider does not control and/or share Customer’s Content with others. CUSTOMER ACCESS THIRD PARTY SITES ENTIRELY AT CUSTOMER’S OWN RISK, AND PROVIDER WILL HAVE NO LIABILITY FOR CUSTOMER’S USE OF OR ACCESS TO THIRD PARTY SITES AND/OR THIRD PARTY CONTENT.)
8. INDEMNIFICATION. Customer agree to defend, indemnify, and hold harmless Provider and the Provider Associates (as defined below) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging: (a) infringement or violation of third party intellectual property, privacy or publicity rights by Content submitted to or transmitted through the System from Customer’s account, including without limitation by Customer’s Content; and (b) claims that use of the System through Customer’s account harasses, defames, or defrauds a third party, infringes or misappropriates copyright, trade secret, or other intellectual property rights, or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Customer’s obligations set forth in this Article 8 include retention and payment of attorneys and payment of court costs, as well as settlement at Customer’s expense and payment of judgments. Provider will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (The “Provider Associates” are Provider’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
9. LIMITATION OF LIABILITY.
   • Dollar Cap. PROVIDER’S CUMULATIVE LIABILTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED OF THE FEES PARTICIPANT HAS PAID IN THE YEAR IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO ANY CLAIM FOR DAMAGES;
   • Excluded Damages. IN NO EVENT WILL PROVIDER BE LIABLE FOR LOST PROFITS OR LOSS OF BUSINESS OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
   • Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS ARTICLE 9 APPLY TO THE BENEFIT OF PROVIDER’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD PARTY CONTRACTORS, AS WELL AS: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF PROVIDER IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. Customer acknowledge and agree that Provider has based its pricing on and entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages in this Article 9 and elsewhere in this Agreement and that such terms form an essential basis of the bargain between the parties. If applicable law limits the application of the provisions of this Article 9, Provider’s liability will be limited to the maximum extent permissible.
10. TERM & TERMINATION.
    • Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue until terminated by either Customer or Provider.
    • Termination. Either party may terminate this Agreement for any reason at any time. Customer may terminate this Agreement by closing Customer’s account. Provider may terminate this Agreement by notifying Customer in writing, including without limitation via text to Customer’s mobile device.
    • Effects of Termination. Upon termination of this Agreement, Customer shall cease all use of the System. The following provisions will survive termination of this Agreement: Articles 6 (IP & Feedback), 7 (Disclaimers), 8 (Indemnification), 9 (Limitation of Liability), and 11 (Miscellaneous); and any other provision of this Agreement that must survive to fulfill its essential purpose.
11. MISCELLANEOUS.
    • Independent Contractors. The parties are independent contractors. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
    • Notices. Provider may send notices to Customer by email or by text to Customer’s mobile device at the email address or mobile number Customer provided, and such notices will be deemed received 24 hours after they are sent. Customer may send notices pursuant to this Agreement to Provider by email to notice@scoreus.com, and such notices will be deemed received 72 hours after they are sent.
    • Assignment & Successors. Customer may not assign this Agreement or any of Customer’s rights or obligations under this Agreement without Provider’s express written consent. Except to the extent forbidden in this Section 3, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
    • Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    • No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    • Choice of Law & Jurisdiction: This Agreement will be governed solely by the internal laws of the State of Texas, including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Sugar Land, Texas. This Subsection 6 and Subsection 11.10 below (Dispute Resolution) govern all claims arising out of or related to this Agreement, including without limitation tort claims.
    • Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by epidemics, acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, government orders responding to any of the foregoing, or other causes beyond the performing party’s reasonable control.
    • Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
    • Amendment. Provider may amend this Agreement from time to time by posting an amended version at its website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first give Provider written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue under its original provisions for 30 days following the Proposed Amendment Date (unless either Customer or Provider first terminates this Agreement pursuant to Article 10, Term & Termination). Customer’s continued use of the System following the effective date of an amendment will confirm Customer’s consent to the Amendment. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party. Notwithstanding the foregoing provisions of this Section 9, Provider may revise the AUP at any time by posting a new version at Provider’s website, and such new version will become effective on the date it is posted; provided if such amendment materially reduces Customer’s rights or protections, notice and consent will be subject to the requirements above in this Section 11.9.

Dispute Resolution. Any legal disputes or claims arising out of or related to this Agreement (including without limitation claims related to the use of the System, the interpretation, enforceability, revocability, or validity of the Agreement, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in Sugar Land, Texas. The arbitration will be conducted by the the American Arbitration Association under its rules, or as otherwise mutually agreed by Customer and Provider. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims must be brought within the statute of limitations or other time required by applicable law. Customer agree that Customer shall bring any claim, action or proceeding arising out of or related to the Agreement in Customer’s individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a representative, collective, or class proceeding. CUSTOMER ACKNOWLEDGE AND AGREE THAT CUSTOMER AND PROVIDER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM, INCLUDING WITHOUT LIMITATION CLASS-WIDE ARBITRATION AND PRIVATE ATTORNEY-GENERAL ACTIONS.