Terms

1. ACCEPTANCE OF USER AGREEMENT

BY REGISTERING WITH SCORELY, OR BY ACCESSING OUR WEBSITE AND CONTENT, INCLUDING THROUGH OUR MOBILE APPLICATIONS, OR BY USING OUR DEVELOPER PLATFORM, PREMIUM SERVICES, OR OTHER INFORMATION PROVIDED AS PART OF THE SCORELY SERVICES (COLLECTIVELY, THE “SERVICES”), YOU BECOME A “USER” AND AGREE THAT YOU HAVE ENTERED INTO A LEGALLY BINDING AGREEMENT WITH SCORELY, INC 99 WALL STREET, SUITE 710, NEW YORK, NY 10005 (“WE,” “US,” “OUR,” AND “SCORELY”), THE TERMS OF WHICH CONSIST OF THIS USER AGREEMENT, PRIVACY POLICY, BOTH OF WHICH ARE HEREBY INCORPORATED BY REFERENCE (COLLECTIVELY REFERRED TO AS THE “AGREEMENT” OR “TERMS OF SERVICE”)

IF YOU ARE USING OR ACCESSING THE SERVICES ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU ARE REPRESENTING THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THE AGREEMENT AND ACKNOWLEDGE AND UNDERSTAND THAT BOTH YOU, INDIVIDUALLY, AND THE COMPANY OR ENTITY WHICH YOU REPRESENT ARE BOUND BY THIS AGREEMENT. IF YOU DO NOT WANT TO REGISTER AN ACCOUNT AND BECOME AN USER, DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT CLICK “JOIN SCORELY” AND DO NOT ACCESS, VIEW, DOWNLOAD OR OTHERWISE USE ANY SCORELY WEBPAGE, INFORMATION OR SERVICES. BY CLICKING “JOIN NOW,” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE, ON BEHALF OF YOURSELF AND ON BEHALF OF ANY COMPANY OR OTHER LEGAL ENTITY WHICH YOU REPRESENT, TO BE BOUND BY ALL OF ITS PROVISIONS. BY CLICKING “JOIN NOW,” YOU ALSO CONSENT TO USE ELECTRONIC SIGNATURES AND ACKNOWLEDGE YOUR CLICK OF THE “JOIN NOW” BUTTON AS ONE.

2. YOUR OBLIGATIONS.

1. License and warranty for your submissions to Scorely: By establishing an Scorely Account and accepting these Terms of Service, you agree that Scorely may assist you in setting up your profile by using publicly available online information regarding you to populate your profile and to supplement any information provided by you in setting up that profile. You grant Scorely a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicensable, fully paid up and royalty-free right to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, process, analyze, use and commercialize, in any way now known or in the future discovered, any information you provide, directly or indirectly, to Scorely, including, but not limited to, any user generated content, publicly available online information used by Scorely to populate your profile, ideas, concepts, techniques or data, without any further consent, notice and/or compensation to you or to any third parties. Any information you submit to us is at your own risk of loss. By providing information to us, you represent and warrant that you are entitled to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. It is your responsibility to keep your Scorely profile information accurate and updated.

2. Service Eligibility: To be eligible to use the Service, you must meet the following criteria and you hereby represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from the Services, or not otherwise prohibited from having a Scorely account, (3) are not a competitor of Scorely or are not using the Services for reasons that are in competition with Scorely; (4) will only maintain one Scorely account at any given time; (5) have full power and authority to enter into this Agreement, including on behalf of any entity or other person for whom you are acting as a representative, and doing so will not violate any other agreement to which you,or the person or entity you are representing, are a party; (6) will not violate any rights of Scorely, including intellectual property rights such as copyright or trademark rights; and (7) agree to provide at your cost all equipment, software, and internet access necessary to use the Services.

3. User ID and Password: You agree to: (1) keep your password secure and confidential; (2) not permit others to use or otherwise access your account; (3) not use or otherwise access other Users’ accounts; and (4) not sell, trade, rent, lease, share, or otherwise transfer your Scorely account or a right to access your Scorely account, or any portion thereof, to another party. You are responsible for anything that happens through or involving your account until you close down your account or prove to Scorely’s reasonable satisfaction that your account security was compromised due to no fault of your own. To close your account, please visit the My Accounts section within the Scorely application.

4. Indemnification: You will indemnify us and hold us harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (2) any content you submit to the Services, and (3) any activity in your account or which you engage in or through your use of the Services.

5. Payment: If you purchase any services that we offer for a fee, either on a one-time or subscription basis (“Premium Services”), those Premium Services are subject to this Agreement and any additional terms which you accept in connection with registering for the Premium Services. When you purchase Premium Services, you agree that we may store your payment information and that we may use that payment information to charge the applicable fees for the Premium Services (including, without limitation, periodic subscription fees for premium accounts) as they become due plus all related taxes, and to reimburse us for all collection costs and interest for any overdue amounts. Your obligation to pay fees continues through the end of the subscription period during which you cancel your subscription and are non-refundable.You also acknowledge that Scorely’s Premium Services are subject to this Agreement and any additional terms related to the provision of the Premium Service.

6. Communications from Scorely to You: Scorely, at its discretion, may contact or notify you regarding scheduled and unscheduled downtimes outside of our routine maintenance windows, changes to the Services or this Agreement or other items relating to the Services or your account using any of the following means: (a) a banner notice placed across Scorely’s pages; (b) an email from Scorely to an email address associated with your account, even if we have other contact information; or (c) through your Scorely account or through other means including mobile number, telephone, or delivery services including the postal service. Please review your Settings to control what kind of messages you receive from Scorely. You acknowledge and agree that Scorely shall not be liable for any consequence resulting, directly or indirectly, from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service.

7. Scorely Applications: Scorely may offer the Services through applications built using Scorely’s platform (“Scorely Applications”). Examples of Scorely Applications include its smart phone applications (Scorely for Android or Scorely for iOS), and Scorely’s “Share” buttons and other interactive plugins distributed on websites across the web. If you use a Scorely Application or interact with a website that has deployed a plugin, you agree that information about you and your use of the Services, including, but not limited to, your device, your mobile carrier, your internet access provider, your physical location, and/or web pages containing Scorely plugins that load in your browser may be communicated to us. Further, by importing any of your Scorely data through the Scorely Application, you represent that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your Scorely account information to ensure that your messages are not sent to the person that acquires your old number and failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing the Services through your mobile access provider. Finally, by using any downloadable application to enable your use of the Services, you are explicitly confirming your acceptance of the terms of the End User License Agreement associated with the application provided at download or installation, or as may be updated from time to time.

8. User-to-User Communication and Sharing (Groups, Discussions, Topics, Messaging, Promotions, Events, Tasks, Updates, Company Profiles, etc.): Scorely hosts various forums where you can post your observations and comments on designated topics. Scorely also enables sharing of information by allowing Users to post updates, including links to third party content, and other information such as events, promotions, and other content to their profile and other parts of the site, such as Profile Pages. Scorely members can create Profile Pages and other Pages for free, however, Scorely may close or transfer any Profile Pages or other User created Pages, or remove content from them if the content violates this Agreement or others’ intellectual property rights. NOTWITHSTANDING THE ABOVE, YOU ACKNOWLEDGE AND AGREE THAT SCORELY IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION POSTED BY YOU OR ANY OTHER USER IN ANY SCORELY HOSTED FORUM, BLOG, PAGE, CALENDAR OR WEBSITE THROUGH A USER CREATED MESSAGE OR OTHERWISE THROUGH THE SERVICES IN ANY MANNER. Please note that ideas you post and information you share may be seen and used by other Users, and Scorely cannot guarantee that other Users will not use the ideas and information that you share on Scorely. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not post it to the Services, to any Scorely Users you are connected to, into your Network Updates, or elsewhere. SCORELY IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION YOU POST IN OR ON ANY SCORELY HOSTED FORUM, BLOG, PAGE, CALENDAR OR WEBSITE OR THROUGH A USER CREATED MESSAGE OR OTHERWISE THROUGH THE SERVICES IN ANY MANNER.

9. Privacy: You should carefully read our full Privacy Policy before deciding to become a User as it is hereby incorporated into this Agreement by reference, and governs our treatment of any information, including personally identifiable information you submit to us. Please note that certain information, statements, data, and content (such as photographs) which you may submit to Scorely, or other Users using the Services might, or are likely to, reveal your gender, ethnic origin, nationality, age, and/or other personal information about you. You acknowledge that your submission of any information, statements, data, and content to us is voluntary on your part.

10. Export Control: Your use of Scorely services, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.

11. Contributions to Scorely: By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Scorely through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Scorely is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Scorely shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Scorely may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to Scorely all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from Scorely under any circumstances.

12. Invitations to Connect: If you invite other Users to connect with you or if you invite persons not yet members of the Scorely community to join Scorely and connect with you, Scorely will automatically send up to two reminder emails to recipients who haven’t yet responded to your invitation to connect. Reminders are sent to alert the recipient of an invitation in case they overlooked the original message. No more than two reminders are sent, and if the recipient responds to the invitation, the reminders stop. You may prevent Scorely from sending reminder emails by canceling the invitation at any time prior to the transmittal of the reminder email.

3. YOUR RIGHTS.

On the condition that you comply with all your obligations under this Agreement, we grant you a limited, revocable, nonexclusive, nonassignable, nonsublicenseable license and right to access the Services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without the express written consent of Scorely or its Users), view information and use the Services that we provide on Scorely webpages and in accordance with this Agreement. Any other use of Scorely is strictly prohibited and a violation of this Agreement. We reserve all rights not expressly granted in this Agreement, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in Scorely, the Services, and all related items, including any and all copies made of the Scorely website.

4. OUR RIGHTS AND OBLIGATIONS.

1. Services Availability: For as long as Scorely continues to offer the Services, Scorely shall provide and seek to update, improve and expand the Services. As a result, we allow you to access Scorely as it may exist and be available on any given day and have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue Scorely, partially or entirely, or change and modify prices for all or part of the Services for you or for all our users in our sole discretion. All of these changes shall be effective upon their posting on our site or by direct communication to you unless otherwise noted. Scorely further reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice if deemed by Scorely to be contrary to this Agreement. For avoidance of doubt, Scorely has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services.

2. Third Party Sites and Developers: Scorely may include links to third party web sites (“Third Party Sites”) on www.Scorely.com and elsewhere Scorely also enables third party developers (“Platform Developers”) to create applications (“Platform Applications”) that provide features and functionality using data and developer tools made available by Scorely through its developer platform. You are responsible for evaluating whether you want to access or use a Third Party Site or Platform Application. You should review any applicable terms and/or privacy policy of a Third Party Site or Platform Application before using it or sharing any information with it, because you may give the operator permission to use your information in ways we would not. Scorely is not responsible for and does not endorse any features, content, advertising, products or other materials on or available from Third Party Sites or Platform Applications. Scorely also does not screen, audit, or endorse Platform Applications. Accordingly, if you decide to access Third Party Sites or use Platform Applications, you do so at your own risk and agree that your use of any Platform Application is on an “as-is” basis without any warranty as to the Platform Developer’s actions, and that this Agreement does not apply to your use of any Third Party Site or Developer Application. Please note: If you allow an Platform Application or Third Party Site to authenticate to or connect with your Scorely account, that application or website can access information on Scorely related to you and your connections. For additional information regarding Platform Developers and Platform Applications, please refer to Scorely’s Privacy Policy.

3. Disclosure of User Information: You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary in our opinion to: (1) comply with legal process, including, but not limited to, civil and criminal subpoenas, court orders or other compulsory disclosures; (2) enforce this Agreement; (3) respond to claims of a violation of the rights of third parties, whether or not the third party is a User, individual, or government agency; (4) respond to customer service inquiries; or (5) protect the rights, property, or personal safety of Scorely, our Users or the public. Disclosures of User information to third parties other than those required to provide customer support, administer this agreement, or comply with legal requirements are addressed in the Privacy Policy.

4. DISCLAIMER

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

DO NOT RELY ON SCORELY, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR SCORELY AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. SCORELY DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY SCORELY OR ANYTHING RELATED TO SCORELY, YOU MAY CLOSE YOUR SCORELY ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION G(“TERMINATION”) AND SUCH TERMINATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

SCORELY IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS INMAILS, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH SCORELY TO ANYONE. IN ADDITION, WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO US.

SCORELY DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS SUBSCRIBING TO ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, SCORELY DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION.

SCORELY DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. SCORELY DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, SCORELY DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SCORELY SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.

5. LIMITATION OF LIABILITY.

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Neither Scorely nor any of our subsidiaries, affiliated companies, employees, shareholders, or directors (“Scorely Affiliates”) shall be cumulatively liable for (a) any damages in excess of five times the most recent monthly fee that you paid for a Premium Service, if any, or US $100, whichever amount is greater, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from Scorely. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:

1. Apply regardless of whether (1) you base your claim on contract, tort, statute or any other legal theory, (2) we knew or should have known about the possibility of such damages, or (3) the limited remedies provided in this section fail of their essential purpose; and

2. Not apply to any damage that Scorely may cause you intentionally or knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in this Agreement

3. Not apply if you have entered into a separate agreement to purchase Premium Services with a separate Limitation of Liability provision that supersedes this section in relation to those Premium Services.

6. TERMINATION

1. Mutual rights of termination: You may terminate this Agreement, for any or no reason, at any time, with notice to Scorely pursuant to Section I.3. This notice will be effective upon Scorely processing your notice. Scorely may terminate the Agreement and your account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. For avoidance of doubt, only Scorely or the party paying for the services may terminate your access to any Premium Services. Termination of your Scorely account includes disabling your access to Scorely and may also bar you from any future use of Scorely.

2. Misuse of the Services: Scorely may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other Users with whom you do not know to connect; abusing the Scorely messaging services; creating multiple or false profiles; using the Services commercially without Scorely’s authorization, infringing any intellectual property rights, or any other behavior that Scorely, in its sole discretion, deems contrary to its purpose. In addition, and without limiting the foregoing, Scorely will suspend access to and terminate the account of any User whom Scorely determines to be a repeat infringer of other person’s rights under the United States Copyright Act. A User will be deemed a “repeat infringer” if (a) such User has been notified of infringing activity more than twice and/or has had one of its submissions removed from our Website more than twice. Scorely complies with the Digital Millennium Copyright Act (“DMCA”) statutory notice and takedown procedures (DMCA-1024341). Scorely has designated the following department with the U.S. Copyright Office as Scorely’s DMCA agent to receive notifications of claimed infringement: Copyright Compliance Department, Scorely, Inc. 99 Wall Street, Suite 710 New York, NY 10005 Phone: (646) 535-6005 Email: legal@scorely.com.

3. Effect of Termination: Upon the termination of your Scorely account, you lose access to the Services. The terms of this Agreement shall survive any termination, except Sections 3 (“Your Rights”)

7. DISPUTE RESOLUTION

1. Law and Forum for Legal Disputes: This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Delaware regardless of your country of origin or where you access the Services, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Scorely agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Delaware, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and Scorely agree to submit to the personal jurisdiction of the state and federal courts located within Delaware for the purpose of litigating all such claims. Notwithstanding the above, you agree that Scorely shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

2. Arbitration Option: For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.

8. GENERAL TERMS

1. Severability: If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.

2. Language: Where Scorely has provided you with a translation of the English language version of this Agreement, the Privacy Policy, and/or any other documentation, you agree that the translation is provided for your convenience only and that the English language versions of this Agreement, the Privacy Policy, and any other documentation, including additional terms of service for Premium Services, will govern your relationship with Scorely.

3. Notices and Service of Process: You may contact us at legal@scorely.com. Or via mail or courier at:

Scorely, Inc.
ATTN: Legal Department
99 Wall Street, Suite 710
New York, NY 10005

Additionally, Scorely accepts service of process at this address. Any notices that you provide without compliance with this section on Notices shall have no legal effect.

4. Entire Agreement: You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Scorely services, third-party content or third party software.

5. Amendments to this Agreement: We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.Scorely.com  or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate this Agreement at any time per Section F (Termination).

6. No informal waivers, agreements or representations: Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any Scorely Affiliate shall be deemed legally binding on any Scorely Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Scorely.

7. No Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.

8. Assignment and Delegation: You may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Scorely for any third party that assumes our rights and obligations under this Agreement.

9. Potential Other Rights and Obligations: You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.

10. Code of Conduct

As a condition to accessing the Services, you agree to strictly adhere to the following Code of Conduct:

1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;

2. Provide complete and accurate information to Scorely and update it as necessary to maintain its accuracy and completeness;

3. Read and comply with our Privacy Policy;

4. Read and comply with notices sent by Scorely concerning the Services;

5. Use the Services in a professional manner;

6. Protect sensitive personal information by considering carefully what information about yourself and your business you wish to share with other Users and the general public through your private and public profiles.

7. Do not act dishonestly or engage in unprofessional behavior by posting inappropriate, inaccurate, or objectionable content to the Service or by using the Service to transmit or make available in any way material which:

1. Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present;

2. Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable;

3. Adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field, or including telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by Scorely);

4. Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

5. Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights;

6. Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using Scorely invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using Scorely to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases;

7. Contains software viruses, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of Scorely or any User of Scorely; or

8. Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services;

8. Do not create a false identity or business profile;

9. Do not use the Services to harass, abuse or harm another person;

10. Invite other businesses and organizations located nearby that you would like to have in the network;

11. Do not upload a profile image that is not your likeness or a head-shot photo;

12. Do not use or attempt to use another User's account without authorization from such User;

13. Do not use the Services, directly or indirectly, to set up or develop of a network that seeks to implement practices that are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a pyramid scheme or other similar practices.

14. Do not duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information available to you through the Services (excluding content posted by you) except as permitted in this Agreement or as expressly authorized by Scorely. Use of information, content or any data that you view and/or obtain from the Services to provide any service that Scorely deems to be competitive with the Services is strictly forbidden;

15. Do not reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof

16. Do not imply or state, directly or indirectly, that you are affiliated with or endorsed by Scorely unless you have entered into a written agreement with Scorely (this includes, but is not limited to, representing yourself as an accredited Scorely trainer if you have not been certified by Scorely as such);

17. Do not adapt, modify or create derivative works based on Scorely or technology underlying the Services, or other Users’ content, in whole or part, except as permitted under Scorely’s developer program;

18. Do not rent, lease, loan, trade, sell/re-sell access to Scorely or any information therein, or the equivalent, in whole or part;

19. Do not sell, sponsor, or otherwise monetize an Scorely group or any other service or functionality of the Services, without the express written permission of Scorely.

20. Do not deep-link to the Site for any purpose, (i.e. including a link to a Scorely web page other than Scorely’s home page) unless expressly authorized in writing by Scorely

21. Do not remove any copyright, trademark or other proprietary rights notices contained in or on the Services, including those of both Scorely and any of its licensors;

22. Do not remove, cover or otherwise obscure any form of advertisement included in or on the Services;

23. Do not collect, use, copy, or transfer any information, including, but not limited to, personally identifiable information obtained from Scorely except as expressly permitted in this Agreement or as the owner of such information may expressly permit;

24. Do not share information of Users or non-Users without their express consent;

25. Do not infringe or use Scorely’s brand, logos and/or trademarks, including, without limitation, using the word “Scorely” in any business name, email, or URL or including Scorely’s trademarks and logos except as expressly permitted by Scorely;

26. Do not use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the site;

27. Do not use bots or other automated methods to access Scorely, add or download contacts, send or redirect messages, or perform other activities through Scorely, unless explicitly permitted by Scorely;

28. Do not access, via automated or manual means or processes, the Services for purposes of monitoring the Services’s availability, performance or functionality for any competitive purpose;

29. Do not engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Scorely’s website;

30. Do not attempt to or actually access the Services by any means other than through the interfaces provided by Scorely such as its mobile application or by navigating to http://www.Scorely.com using a web browser. This prohibition includes accessing or attempting to access the Services using any third-party service, including software-as-a-service platforms that aggregate access to multiple services, including the Services;

31. Do not attempt to or actually override any security component included in or underlying the Services;

32. Do not engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Scorely’s infrastructure, including, but not limited to, sending unsolicited communications to other Users or Scorely personnel, attempting to gain unauthorized access to the Services, or transmitting or activating computer viruses through or on the Services;

33. Do not interfere with or disrupt or game Scorely or the Services, including, but not limited to, any servers or networks connected to Scorely, in particular Scorely's search algorithms.