End User License Agreement
Welcome to the Score Out, Inc. ("Score Out") mobile device application, web site, and any
other web services owned or controlled by Score Out (collectively, the "Score Out Services").
The Score Out Services offer customers, users, and others who purchase and/or subscribe to the
Score Out Services a location-based mobile program, for compatible mobile or handheld devices,
that presents them golf information such as distances on the golf course to greens and other
landmarks.
This End User License Agreement ("EULA") is a legal agreement between you, either an
individual or a single entity ("You"), and Score Out regarding your use of the Score Out
location-based mobile device software application, including any third-party software
products/applications combined with such application, (collectively, the "Score Out Software"),
and any related online or electronic documentation ("Documentation") (the Score Out Software
and the Documentation collectively referred to herein as the "Score Out Software").
YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SCORE OUT
SOFTWARE. BY CLICKING THE "I ACCEPT" BUTTON FROM YOUR MOBILE PHONE OR ON THE SCORE OUT
WEBSITE, INSTALLING, COPYING OR OTHERWISE USING THE SCORE OUT SOFTWARE, YOU ACKNOWLEDGE
THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE
TO THE TERMS OF THIS EULA, THEN YOU ARE NOT AUTHORIZED TO USE THE SCORE OUT SOFTWARE.
1. LICENSE GRANT, RESTRICTIONS AND UPGRADES
(a) License Grant. Score Out hereby grants you a non-exclusive, non-transferable, revocable license to use the byte code copy of the Score Out Software as follows:
You may use the Score Out Software for one Score Out subscription account (a "Subscription Account" is comprised of the shared resources accessible by a single login ID) on one mobile device owned, leased, or, with authorization, routinely and primarily used by you for your personal or internal business uses.
(b) Restrictions. You may not:
(i) modify, disassemble, decompile or reverse engineer the Score Out Software, except to the extent that such restriction is expressly prohibited by law;
(ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Score Out Software to any third party or use the Score Out Software to provide time sharing or similar services for any third party;
(iii) make any copies of the Score Out Software;
(iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Score Out Software, features that prevent or restrict use or copying of any content accessible through the Score Out Software, or features that enforce limitations on use of the Score Out Software or
(vi) delete the copyright and other proprietary rights notices on the Score Out Software.
Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this EULA, is void.
(c) Software Upgrades. You acknowledge that Score Out may from time to time issue upgraded versions of the Score Out Software, and may automatically electronically upgrade the version of the Score Out Software that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this EULA (as amended from time to time by notices posted on Score Out's website) will apply to all such upgraded versions.
(d) Open Source. With respect to any open source or third-party code that may be incorporated in the Score Out Software, such open source code is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
2. OWNERSHIP OF SOFTWARE
The Score Out Software is the copyrighted proprietary material of Score Out or third party its partners or suppliers. Your license under this EULA is not a sale of the Score Out Software or any copy thereof and Score Out or its third party partners or suppliers retain all right, title, and interest in the Score Out Software (and any copy thereof). Score Out reserves all rights not expressly granted under this EULA.
3. USE OF THE SCORE OUT SERVICES
The Score Out Software enables end users to access and use the Score Out Services. You agree that your use of the Score Out Services will be governed by the terms and conditions of the Score Out Terms and Conditions and the Score Out Privacy Policy posted on the Score Out website at www.scoreout.com (as amended from time to time by notices posted on Score Out's website). You also agree to comply with all other notices, terms and conditions posted on the Score Out website.
Score Out respects the prerogatives of copyright owners to control commercial uses of their material, and expects our users to do the same. You are responsible for complying with all federal and state laws applicable to the content available through the Score Out Software and/or the Score Out Services, including copyright laws.
As a condition to the license to use the Score Out Software and to your use of the Score Out Services, you agree that you will not use the Score Out Software or the Score Out Services to infringe the copyrights or other intellectual property rights of others in any way. You agree that any such infringement constitutes a material breach of this EULA and would cause irreparable harm to Score Out and entitle Score Out to receive equitable relief. You agree that you will indemnify and defend Score Out against all liabilities, damages, claims, fines and expenses (including reasonable attorney's fees) arising out of any claim that you have infringed the copyrights or intellectual property rights of others.
As a condition to your use of the Score Out Software and the Score Out Services, you agree that you will not use the Score Out Software or the Score Out Services, or attempt to penetrate, modify or manipulate the Score Out Software or the Score Out Services or any of the hardware or software thereof, in order to invade the privacy of, obtain the identity of, or obtain any personal information about (including but not limited to IP addresses of) any Score Out Services account holder or user, or to modify, erase or damage any information contained on the computer of any user connected to the Score Out Services.
4. TERMINATION OF THIS LICENSE
Score Out reserves the right to terminate this EULA at any time if you are in breach of any of the terms of this EULA or the Terms and Conditions posted on the Score Out website. Without limiting the foregoing, Score Out specifically reserves the right to terminate your subscription account and to block your use of the Score Out Services permanently: (a) if you infringe the rights of others in conjunction with your use of the Score Out Services; (b) if Score Out believes your conduct is harmful to the interests of Score Out, its affiliates, or other users; and (c) for any other reason in Score Out's sole discretion. Upon termination by Score Out you must immediately cease using the Score Out Software and destroy all copies of the Score Out Software in your possession. You may also terminate this EULA at any time by ceasing use of the Software and destroying all copies of the Software in your possession.
5. DISCLAIMERS; NO WARRANTIES.
THE SCORE OUT SOFTWARE AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SCORE OUT SOFTWARE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SCORE OUT, AND ITS SUPPLIERS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
SCORE OUT, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SCORE OUT SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SCORE OUT SOFTWARE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SCORE OUT, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SCORE OUT SOFTWARE IN TERMS OF ITS CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE. YOU (AND NOT SCORE OUT NOR ITS SUPPLIERS AND PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE SCORE OUT SOFTWARE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
6. LIMITATION ON DAMAGES
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL SCORE OUT OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT RESULT FROM THE USE OR THE INABILITY TO USE THE MATERIALS IN THE SCORE OUT SOFTWARE, THE SCORE OUT SERVICES, OR ANY OTHER INTERACTIONS WITH SCORE OUT, EVEN IF SCORE OUT OR A SCORE OUT AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, SCORE OUT'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL SCORE OUT'S OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS EULA OR YOUR USE OF THE SCORE OUT SOFTWARE (WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SCORE OUT SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM) OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN SCORE OUT AND RECEIVED THROUGH OR ADVERTISED ON THE SCORE OUT SOFTWARE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SCORE OUT SOFTWARE.
7. BASIS OF THE BARGAIN
The warranty disclaimer, exclusive remedies, and limitations on damages set forth above are fundamental elements of the basis of the agreement between you and Score Out. Score Out would not be able to provide the Score Out Software or the Score Out Services to you on an economically reasonable basis without these limitations. The above warranty disclaimer, exclusive remedies, and limitations on damages inure to the benefit of Score Out licensors.
8. INDEMNIFICATION
You agree to indemnify and hold Score Out, and its affiliated companies, and its suppliers and partners, harmless from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the Score Out Software or the Score Out Services, violation of the Score Out Terms and Conditions, violation of this EULA, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties and covenants. Score Out reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. If you use the Score Out Software or the Score Out Services to meet another user or subscriber in-person or to locate and attend any offline event, then you agree to release and hold Score Out harmless form any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, either directly or indirectly related to or arising from your attendance or participation in any such event.
9. GOVERNMENT END USERS
If this Score Out Software is being acquired on behalf of the United States Government, the following applies. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this EULA and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
10. EXPORT CONTROL
The Score Out Software originates in the United States, and is subject to United States export laws and regulations. The Score Out Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Score Out Software may be subject to the import and export laws of other countries. You represent that you are entitled to favorable treatment under United States export laws and that you will not transfer or use the Score Out Software in violation of United States or foreign laws. You agree to comply with all United States and foreign laws related to use of the Score Out Software and the Score Out Services.
11. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
12. MISCELLANEOUS
This EULA will bind and inure to the benefit of each party's successors and assigns, provided that you may not assign this EULA, in whole or in part, without Score Out's prior written consent. Score Out, however, may freely assign or transfer this EULA. If any provision of this EULA is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this EULA will not be affected. No delay or failure by Score Out to exercise or enforce any of its rights under this EULA will act as a waiver of such rights.
THE SCORE OUT SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
