ScoreSurge Customer Agreement

 

This Agreement is entered into by and between ScoreSurge, a Tennessee company having its principal place of business at ScoreSurge®, www.ScoreSurgePrep.com, info@ScoreSurgePrep.com ("ScoreSurge") and the entity identified as the username in the above login "Customer".

 

Recitals

 

            WHEREAS, ScoreSurge operates an online resource to help students effectively monitor and improve their ACT test skills;

 

            WHEREAS, Customer desires to obtain access for its administrators, teachers, and students to ScoreSurge's online services;

 

            NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereby agree as follows:

 

1.         Services.

 

1. Individual- ScoreSurge shall provide Customer, during the term of the agreement, a user name and password to enable access to the subscription-based website with testing and reporting modules to help an individual student improve on ACT skills (the “Services”).

 

1. Organization- ScoreSurge shall provide Customer, during the term of this Agreement, a user name and password for administrators, teachers and students to enable teachers employed by Customer (“Administrators” and "Teachers") and students enrolled in Customer's classes ("Students") to access ScoreSurge's subscription-based website with testing and reporting modules to help students improve on ACT skills (the "Services").

 

2.         Subscriber Compensation. 

 

Upon execution of this Agreement by Customer, Customer shall pay to ScoreSurge a one-time fee for use of the Services during the term of this Agreement, in the amount of the invoiced price as presented during online registration to Customer from ScoreSurge.

 

3.         Term and Termination.

 

 

1. Term length and renewal will be established when the account is created or renewed based on length of subscription and number of students requested during the registration process.

 

(b)        ScoreSurge may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) the Customer fails to pay when due any amounts required to be paid under this Agreement; or (ii) the Customer breaches any term or provision of this Agreement.

 

4.         Confidentiality of User Names and Passwords.

 

(a)        Customer is responsible for maintaining the confidentiality of the user name(s), password(s), or account creation code(s) created and is fully responsible for all activities that occur under the user name and subsequently created passwords.  Customer is responsible for all usage or activity on its account, including use of the account by any third party authorized by Customer to use Customer's user name, password, and account creation code including Customer's Administrators, Teachers and Students.  Customer may not disclose its user name, password, or account creation code to anyone other than Customer's Administrators, Teachers and Students, who shall agree not to disclose the user name, password, or account creation code to any third party. Customer agrees not to publish user name, password, or account creation code on any internet site or any internal document that is published on the internet. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Customer's account, at ScoreSurge's sole discretion, and ScoreSurge may refer Customer to appropriate law enforcement agencies.  Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of this Agreement without any refund by ScoreSurge to Customer.

 

(b)       Customer shall immediately notify info@ScoreSurgePrep.com of any known or suspected unauthorized use(s) of Customer's account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of Customer's activation codes or passwords.

 

 

5.             Intellectual Property.

 

(a)        The Services are intended for use solely by Customer and their authorized users.  All materials published by ScoreSurge (including, but not limited to the test analysis and reports on the subscription-based website at www.ScoreSurgePrep.com, also known as the "Content") are protected by copyright, and owned or controlled by ScoreSurge. Customer shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Service.

 

(b)       The Service and its Contents are protected by copyright pursuant to U.S. and international copyright laws.  Customer and their authorized users may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Content or the Service in whole or in part. Customer and their authorized users may not copy, modify, distribute, sell, or lease any part of our services or software. Also, Customer and their authorized users may not reverse engineer or attempt to extract any of our source code.

 

(c)        Without limiting the generality of the foregoing, Customer will not use any systematic retrieval process including without limitation, scrapers, robots, or bots, to collect, create, or compile Content or other data from the subscription-based website at www.ScoreSurgePrep.com.

 

(d)       SCORESURGE and the SCORESURGE logo are trademarks of ScoreSurge and may not be used without written consent from ScoreSurge.

 

6.         Notices.

 

Unless otherwise set forth in this Agreement, all notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing by e-mail to info@ScoreSurgePrep.com.  

 

 

7.         Warranty.

 

THE SERVICE IS PROVIDED "AS IS," WITH ANY AND ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  SCORESURGE EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY OR ACCESSIBILITY.

 

8.         Limitation of Liability.

 

SCORESURGE IS NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO YOUR USE OF THE SERVICE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  CUSTOMER'S SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS A REFUND OF THE UNUSED FEES PAID BY CUSTOMER UNDER THIS AGREEMENT.  THE FOREGOING REMEDIES UNDER THESE TERMS ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. SCORESURGE’s liability for any failure to perform or breach under this Agreement is limited to the return of amounts actually paid to SCORESURGE by Customer for services not performed, or if less, Customer’s direct out-of-pocket damages. 

 

9.         Indemnification.

 

Customer agrees to indemnify and hold harmless ScoreSurge, as well as ScoreSurge's officers, directors, employees, shareholders, affiliates, subsidiaries and agents, together with their successors and assigns, from any claim, damage, loss, expense, liability, obligation, action or cause of action (including reasonable attorneys' fees) that Customer may or might sustain, pay or suffer, by reason of any act, omission or negligence by Customer with respect to the Service.  In connection therewith, ScoreSurge reserves the right to choose legal counsel to represent itself for any purpose including investigation and/or litigation of any claim, or potential claim, made against ScoreSurge.

 

10.       Governing Law and Jurisdiction.

 

This Agreement shall be governed by the laws of Tennessee, USA (exclusive of the choice of law rules thereof).  The parties agree that any legal action brought under or in conjunction with this Agreement shall be brought in a court of appropriate jurisdiction in Knox County, Tennessee, USA, and venue shall be proper in that court.

 

11.       Entire Agreement.

 

This Agreement constitutes the entire agreement between the parties hereto with respect to the matters specifically addressed herein, supersedes any and all prior written and oral communications relating to matters dealt with herein and shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.  This Agreement shall not be amended or altered without the prior written consent of all parties. 

 

12.       Headings.

 

The headings used in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or any provision thereof.

 

SCORESURGE AGREES TO ALL CONDITIONS STATED IN THIS AGREEMENT.  CUSTOMER AGREES TO ALL STATEMENTS AND CONDITIONS LISTED ABOVE AND INDICATES CONSENT BY CLICKING ON THE "I AGREE" CHECKBOX.

 

 

Rev. February 2021