ScoreHero ("ScoreHero") welcomes you to www.ScoreHero.com (the "Site"). The following Terms and Conditions govern your use of our Site. Please take a moment to review them. When you access, view, submit, or use the content, material, or services available on or through the Site you agree, on behalf of yourself and any company or organization on whose behalf you actually or allegedly act, that you have read and that you understand these Terms and Conditions, and that you agree to them and intend to be legally bound by them. If you do not agree to these Terms and Conditions, or if you are under the age of 13, you are not granted permission to use the Site and must exit immediately. ScoreHero reserves the right at any time to modify, alter or update these Terms and Conditions. Your use of the Site following any changes means that you agree to follow and be bound by the terms as changed. It is the obligation of users visiting the Site before the change to learn of changes to the Terms and Conditions since their last visit. Any change to the Terms and Conditions shall be effective as to any visitor who has visited the Site before the change was made. Please be aware that the Site is a general audience web site, not directed to children under the age of 13, and must not be used by children under 13. ScoreHero and the Site take important measures to comply with the Children's Online Privacy Protection Act (COPPA).
1. Materials Submitted to the Site
The Site allows you to contribute games, videos, personal listings, postings, and other materials and information for access, use, and commentary by other visitors to the Site. As to the content and postings that are submitted by users of the Site, ScoreHero, its subsidiaries, and affiliates (collectively referred to as "ScoreHero") does not guarantee the accuracy or completeness of any content or postings and cannot be responsible for any content or postings. By submitting games, videos, personal listings, postings, materials, information, and content to or using the Site ("User Materials"), you represent that you have the full legal right to provide the User Materials and that use of the User Materials by the Site and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including, but not limited to, as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or regulation; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) be obscene, child pornographic, or indecent; (e) violate any community or Internet standard; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (g) result in product liability, tort, breach of contract, personal injury, death, or property damage; (h) constitute misappropriation of any trade secret or know-how; or (i) constitute disclosure of any confidential information owned by any third party. Upon your submission of User Materials or other material or information to ScoreHero, you grant ScoreHero, and ScoreHero thereby accepts, a worldwide, perpetual, non-terminable, irrevocable, transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, the User Materials that you submit to the Site for the purpose of providing the Site and Site products and services and for all other business purposes of ScoreHero, all without any compensation to you whatsoever. ScoreHero may remove User Materials from the Site that are libelous, incorrect, spiteful, or otherwise inappropriate, in ScoreHero's sole discretion. ScoreHero shall not be responsible for changes, modifications, or removal any User Materials that you submit to the Site. If you believe that any content or postings on the Site violate your intellectual property or other rights, please follow our Complaint Procedure in Section 11 of these Terms and Conditions.
User Materials stored on the Site are stored by ScoreHero only for permitted temporary online sharing purposes and not for permanent or long-term storage or for temporary archival purposes. ScoreHero will not, and is not obligated to, maintain back-up copies of any User Materials.
2. Permissions for User Materials
You acknowledge and agree that User Materials may be transferred by ScoreHero and its agents, representatives, contractors, and licensees outside of the United States. In addition, you acknowledge and agree that it is your obligation to inform third parties of the processing, including, without limitation, transferring across international borders, of their personal information, such as their name, address, and likeness, in connection with the User Materials. You agree to ensure that any required third parties have given their consent to such processing as required by all applicable law, statute, ordinance, or regulation, including, without limitation, data protection legislation. You shall have sole responsibility for all User Materials, including but not limited to, the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all User Materials. You acknowledge and agree that when you share User Materials with third parties or make available User Materials to third parties, you allow the recipients to share, distribute, reproduce, display, and make prints of such User Materials.
3. Proprietary Rights
All works of authorship, information, content, functional components, and material appearing on, contained in, or made available through the Site ("Site Materials") are protected by law, including but not limited to, United States copyright law. Except as explicitly stated on the Site, the entirety of the Site Materials (including, but not limited to, data, illustrations, graphics, audio, video, photographs, pictures, illustrations, recordings, drawings, sketches, artwork, images, text, forms, and look and feel attributes) are ScoreHero's copyrighted works, all rights reserved, or the copyrighted works of ScoreHero's affiliates, licensors, or suppliers. ScoreHero also owns a copyright in the Site as an online work, collective work and compilation, and in the selection, coordination, arrangement, organization, and enhancement of the Site Materials.
Removing or altering any copyright notice or any other proprietary notice on any Site Materials is strictly prohibited. Any commercial use of any Site Materials, in whole or in part, without the prior written consent of ScoreHero, is prohibited. Any reproduction, distribution, performance, display, preparation of derivative works based upon, framing, capturing, harvesting, or collection of, or creating of hypertext or other links or connections to, any Site Materials or any other proprietary information of ScoreHero, without ScoreHero's advance written consent, is prohibited.
All names, trademarks, service marks, symbols, slogans, and logos appearing on the Site are proprietary to ScoreHero or its affiliates, licensors, or suppliers. Use or misuse of these trademarks is expressly prohibited and may violate federal and state trademark law.
4. Third Party Materials, Products and Services
The Site is available for informational purposes only. Parties other than ScoreHero may provide products or services on the Site. Use of the Site and the Site Materials and any other material or content on and made available through the Site is entirely at your own risk. ScoreHero expressly disclaims any and all responsibility for or related to the User Materials or products or services provided by or advertised by these third parties or the transactions you conduct or enter into with these third parties. Additionally, the Site may, from time to time, contain links to other Internet Web site for the convenience of users in locating information, products, or services that may be of interest. ScoreHero expressly disclaims any and all responsibility for the content, the accuracy of the information, or quality of products or services provided by or advertised on these third-party site.
5. Communications With The Site
ScoreHero welcomes your feedback and suggestions about how to improve our products, information, and services and the Site, including, without limitation, the feedback and suggestions and all other information, data, material, or other content (collectively, "Submissions") to ScoreHero. Such Submissions shall be deemed User Materials in accordance with Section 1 of these Terms and Conditions. Further, ScoreHero is free to use any ideas, concepts, methods, know-how, techniques, and processes contained in any Submission for any purpose whatsoever, including, but not limited to, creating and marketing products, information, or services using such information.
Given the nature of the Internet, the transmission of any communication or material to ScoreHero via the Site or Internet electronic mail, whether encrypted or otherwise, cannot be guaranteed as, and is not represented to be, secure.
6. Privacy Statement
7. Disclaimer of Warranty and Liability
THE SITE, THE SITE MATERIALS AND USER MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITE, AND THE SERVICES, INFORMATION, INCLUDING BUT NOT LIMITED TO RATING INFORMATION, AND PRODUCTS OFFERED IN CONNECTION WITH THE SITE ARE MADE AVAILABLE "AS IS" AND "WITH ALL FAULTS." USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK.
SCOREHERO MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE, THE USER MATERIALS, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION, MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO RATING INFORMATION, AND PRODUCTS OFFERED IN CONNECTION THE SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER MATERIALS, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION, MATERIALS ON, AND IN, AND MADE AVAILABLE THROUGH THE SITE, IS WITH YOU..
SCOREHERO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, EXTRA-CONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITH BUT NOT LIMITED TO, LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE SITE, THE USER MATERIALS, THE SITE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION, MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ANY PARTY HAD BEEN ADVISED OF THE POSSIBILITY OR PROBABILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF SCOREHERO TO YOU OR ANY OTHER PERSON OR ENTITY IN CONNECTION WITH, BASED UPON, OR ARISING FROM THE SITE, THE SITE MATERIALS ON, IN, AND MADE AVAILABLE THROUGH THE SITE, OR THE SERVICES, INFORMATION, OR PRODUCTS OFFERED IN CONNECTION THEREWITH EXCEED THE PRICE PAID BY YOU DURING THE PRECEDING TWO MONTHS FOR USE OF THE SITE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF SCOREHERO SHALL NOT EXCEED TEN U.S. DOLLARS (U.S.$10).
8. Corrections and Changes
ScoreHero endeavors to keep the Site and Site Materials displayed on, in, and through the Site up-to-date. Without limiting anything else in these Terms and Conditions or otherwise, ScoreHero is not responsible for any errors or omissions in the Site or Site Materials. ScoreHero may make changes to the Site or Site Materials, or to the products, information, or services made available in connection with the Site, including these Terms and Conditions, at any time with or without notice, and ScoreHero makes no commitment to update the information contained on or in the Site. ScoreHero reserves the right to terminate your access to the Site in the event that you violate these Terms and Conditions or for any reason whatsoever or no reason, with or without notice, in addition to any and all other remedies available at law or in equity.
You shall defend ScoreHero and its directors, officers, employees, agents, and contractors ("ScoreHero Indemnitees") against all claims, actions, suits, and other proceedings ("Claims") arising out of or incurred in connection with the Site and your use of the Site, your fraud, violation of law, negligence, willful misconduct, or any other use of the Site, the User Materials, the Site Materials, the services, products, information, materials on and in and made available through the Site, (except to the extent attributable to ScoreHero), or any breach by you of these Terms and Conditions and shall indemnify and hold ScoreHero Indemnitees harmless from and against all judgments, losses, liabilities, damages, costs, and expenses (including, but not limited to, reasonable attorneys' fees and attorneys' disbursements) arising out of or incurred in connection with such Claims. You may not settle any Claim without the prior written consent of ScoreHero.
ScoreHero may assume the defense of any Claim, at your sole cost and expense, and you shall cooperate in all reasonable respects in such defense. You shall have the right to employ separate counsel in any Claim and to participate in the defense thereof. If ScoreHero does not notify you within 30 days after notice of the Claim that it elects to undertake the defense thereof, you shall have the right to defend the Claim with counsel reasonably acceptable to the ScoreHero, subject to the right of ScoreHero to assume, at its sole cost and expense, the defense of any Claim at any time prior to the settlement or final determination thereof.
10. Complaint Procedure
ScoreHero processes, investigates, and responds to notifications of alleged infringement in accordance with the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, ScoreHero will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. ScoreHero will terminate access for any members who are repeat infringers. If you believe that any content or postings on this Site violate your intellectual property or other rights, please send to ScoreHero at the address listed in Section 5 (or to firstname.lastname@example.org), addressed to the attention of "Copyright Agent," a comprehensive detailed notice in accordance with the requirements of the Digital Millennium Copyright Act, including: (1) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (2) a description of the location of the original or an authorized copy of the copyrighted work; (3) your address, telephone number and e-mail address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (5) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (6) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Outside of copyright, if you believe that any content or postings on the Site violate your intellectual property or other rights, please send to ScoreHero at the address listed in Section 5 (or to email@example.com) a comprehensive detailed message setting forth the following information: (1) your name and the name of your company, if any; (2) your contact information, including your address, telephone number and e-mail address; (3) the nature and substance of your complaint, the specific rights at issue, and your basis for making the complaint, including the content or posting that is objectionable; and (4) the following statement: "The statements, representations, and assertions made in this message are true, complete, and accurate and I have the full legal authority to make each and every such statement, representation, and assertion and to make and be granted any demand made in this message."
11. Use of the Internet
Use of the Internet is solely at your own risk and is subject to all applicable local, state, national, and international laws and regulations. Without limiting anything else in these Terms and Conditions or otherwise, neither ScoreHero nor its contractors will be liable for any loss resulting from failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, natural disasters, strikes or other labor problems, wars, terrorist actions, or governmental restrictions.
12. Governing Law and Jurisdiction
These Terms and Conditions, including but not limited to, the Privacy Statement, represent the entire agreement between you and ScoreHero with respect to the subject matter hereof, and supersede any and all prior and contemporaneous written and oral representations, understandings, and agreements, express and implied, and will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without reference to its conflict of law rules; PROVIDED, HOWEVER, THAT THE TERMS OF ANY APPLICABLE LAW NOW OR HEREAFTER ENACTED THAT IS BASED ON, DERIVED FROM, SIMILAR TO, OR CONNECTED WITH THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT DRAFTED BY THE NATIONAL CONFERENCE OF COMMISSIONERS ON UNIFORM STATE LAWS SHALL NOT APPLY EXCEPT TO THE EXTENT THAT THE LAW EXPRESSLY PROHIBITS ALTERATION BY THESE TERMS AND CONDITIONS OF THE APPLICABILITY OF ONE OR MORE SECTIONS OF THE LAW. By accessing, viewing, or using the works, content, or materials on the Site, you consent to the exclusive jurisdiction of the federal and state courts presiding in Philadelphia, Pennsylvania, and agree to accept service of process by personal delivery or mail and hereby waive any and all jurisdictional and venue defenses otherwise available.
13. Securities Information
This Site and the information contained herein do not constitute an offer or a solicitation of an offer for the purchase or sale of any securities. The Site may contain information and press releases about ScoreHero, and although this information was believed to be accurate as of the date prepared, ScoreHero disclaims any duty or obligation to update such information. To the extent that any information is deemed to be a "forward looking statement" as defined in the rules and regulations of the Securities Act of 1933, as amended, such information is intended to fit within the "safe harbor" for forward looking information and is subject to material risk factors which may or may not be disclosed herein.
The Site is controlled and operated from within the United States. Without limiting anything else, ScoreHero makes no representation that the works, content, materials, services, information, or products available on, in, or through the Site are appropriate or available for use in other locations, and access to them from territories where they are illegal is prohibited. Those who choose to access the Site from other locations do so on their own volition and are responsible for compliance with applicable laws. The waiver or failure of ScoreHero to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms and Conditions. Headings used in these Terms and Conditions, including, but not limited to, the Privacy Statement, are for reference only and shall not affect the interpretation of these Terms and Conditions (or the Privacy Statement). The waiver or failure of ScoreHero to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under these Terms and Conditions.
The "Terms and Conditions of Use" may be modified at anytime with or without notification.
Last Updated: March 25, 2008