Terms & Conditions

Last Updated: August 12, 2025

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

These Terms of Service (this “Agreement”) are between ScoreUs LLC (“Provider”) and the individual end user of Provider’s System (“Customer”). This Agreement is effective when Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of, and Provider’s provision of, the System are governed by this Agreement.
DO NOT ACCESS OR USE THE SYSTEM IF CUSTOMER IS 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 ACTING ON ITS BEHALF IS AUTHORIZED TO DO SO.

1. DEFINITIONS

• “System” means Provider’s ScoreUs procurement software-as-a-service products.
• “AUP” means Provider’s acceptable use policy referenced by this Agreement.
• “Client ToS” means the terms required for users who are not Provider’s direct customers or their employees.
• “Customer’s Clients” means Customer’s clients, vendors, or other third parties Customer authorizes to access the System.
• “Customer Data” means all information processed or stored through the System by or for Customer, excluding payment records and Provider account administration data.
• “Documentation” means Provider’s standard user manuals and supporting materials.
• “Order” means an order for access to the System specifying purchased services, fees, and applicable terms.
• “Privacy/Security Law” means applicable privacy and security laws governing Provider’s handling of Customer Data.
• “SLA” means Provider’s service level commitment (target uptime 99.9% monthly).
• “Term” has the meaning set forth in Section 11.
• “User” means any person or entity using the System on Customer’s behalf or through Customer’s account, whether authorized or not.

2. THE SYSTEM

• Use. During the Term, Customer may access and use the System per any outstanding Order, including the features and functions the Order specifies.
• Service Levels. Provider will use commercially reasonable efforts to provide the SLA 24×7. The System may be unavailable due to maintenance, malfunctions, or events beyond Provider’s reasonable control. Provider is not liable for such unavailability.
• Revisions. Provider may revise the SLA or System features at any time, provided no revision materially reduces features or functionality of an outstanding Order.
• Customer’s Clients. Customer may authorize Customer’s Clients to access the System as allowed by the Order. Customer will (a) provide complete contact information for each Client and keep it updated; and (b) require each Client to accept the then-current Client ToS. Customer will not make representations on Provider’s behalf. Provider may reject any proposed Client at its discretion. Customer is jointly and severally liable for Clients’ compliance. Provider has no obligation to provide support or SLA remedies directly to Clients.

3. SYSTEM FEES

• Fees. Customer will pay the fees stated in each Order (see pricing posted at scoreus.com). Billing cycles begin on the Order date and recur monthly or annually, as selected.
• Automatic Renewal. Subscriptions renew automatically unless cancelled in the account’s renewal page. Charges are billed to the payment method on file.
• Order Modification:
  (i) Upgrades take effect immediately; billing is updated and prorated as applicable and confirmed by email.
  (ii) Downgrades take effect immediately; no refunds for price differences; future charges occur on the normal billing date.
  (iii) Cancellations follow the Automatic Renewal terms.
• Order Resumption. A cancelled subscription may be resumed after the current billing cycle; a new cycle starts on the resumption date.
• Price Changes. Provider may change prices at any time by posting online; changes take effect on renewal for pre-paid terms.
• Refund Policy. Refunds are available only within the timeframes below.

Transaction Date means the purchase date of a product or service, including renewals.

Refund Terms. You may cancel anytime, but a refund is issued only if requested within the applicable window:

• Yearly plans — within 14 calendar days of the Transaction Date.
• Monthly plans — within 48 hours of the Transaction Date.

No Refund After Account Closure. A refund request must be received before account closure.

4. CUSTOMER DATA & PRIVACY

• Ownership; License. Customer retains all rights in Customer Data. Customer grants Provider a limited license to process Customer Data to provide the System during the Term.
• Use & Disclosure. Provider will access and use Customer Data only to provide the System, and may share it only with subcontractors under appropriate obligations. Provider will use reasonable efforts to prevent unauthorized disclosure and will comply with applicable Privacy/Security Laws.
• Additional Fees. Provider may charge additional fees for activities required by, or requested to help comply with, Privacy/Security Laws.
• Privacy Policy. Customer acknowledges Provider’s Privacy Policy, which Provider may update consistent with applicable law.
• De-Identified Data. Provider may use, sell, or disclose aggregated, de-identified data.
• Erasure & Required Disclosure. Provider may permanently erase Customer Data if the account is delinquent, suspended, or terminated for 30+ days. Provider may disclose Customer Data as required by law, with prompt notice to Customer where legally permitted.
• Risk of Exposure. Hosting data online involves risks of unauthorized disclosure. Customer assumes such risks.
• Accuracy & Security. Customer is responsible for the accuracy of uploaded data. Provider will use commercially reasonable efforts to prevent unauthorized exposure.

5. CUSTOMER RESPONSIBILITIES & RESTRICTIONS

• AUP. Customer will comply with the AUP. Customer will not (a) use the System for service-bureau or time-sharing; (b) share passwords except as authorized; (c) disclose non-public features; (d) build a competing product using the System or copy its features; or (e) scrape or automate data collection. Provider may suspend access for suspected violations.
• Unauthorized Access. Customer will protect logins, notify Provider of suspected breaches, and use best efforts to stop them.
• Laws. Customer will comply with applicable laws, including Privacy/Security Laws.
• Account Responsibility. Customer is responsible for all use through its account, whether authorized or not.

6. IP & FEEDBACK

• System IP. Provider retains all rights in the System, software, graphics, interfaces, logos, and trademarks. No rights are granted except as expressly stated.
• Feedback. Provider may use any suggestions or ideas without obligation; Feedback is not Customer’s trade secret.

7. CONFIDENTIAL INFORMATION

“Confidential Information” means Provider’s nonpublic information marked or identified as confidential, or that reasonably should be considered confidential.

• Nondisclosure. Customer will use Confidential Information only to perform under this Agreement, restrict access to those with a need to know under similar obligations, use at least reasonable care, and promptly notify of misuse. Customer may disclose if legally required, after providing prompt notice and reasonable cooperation.
• Term & Return. Nondisclosure obligations last 5 years from disclosure (trade secrets: as long as protected by law). Upon termination, Customer will return or certify destruction of Confidential Information.
• Injunction. Breach may cause irreparable harm; equitable relief may be sought without posting bond.
• Retention of Rights. No ownership of Confidential Information is transferred.
• DTSA Notice. As permitted by 18 U.S.C. §1833(b), individuals have immunity for certain confidential disclosures to government or in sealed filings.

8. REPRESENTATIONS & WARRANTIES

• From Provider. Provider owns or has licenses to the System and has authority to grant the rights herein. If a third-party IP claim arises, Provider may (a) secure continued use, (b) modify or replace the System, or (c) if not commercially reasonable, refund prepaid fees for the remaining Term; Customer will cease use thereafter. These remedies are exclusive.
• From Customer. Customer represents that it has authority to enter this Agreement, has accurately identified itself, and is a legal entity or individual 18+ authorized to do business.
• Disclaimers. EXCEPT AS EXPRESSLY STATED, THE SYSTEM IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION.

9. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless Provider and its affiliates against third-party claims arising out of Customer’s use or misuse of the System or Customer Data, including reasonable attorneys’ fees and costs. Provider may reject any settlement that admits wrongdoing or imposes ongoing obligations on Provider.

10. LIMITATION OF LIABILITY

• Cap. PROVIDER’S TOTAL LIABILITY FOR ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
• Excluded Damages. PROVIDER WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS OR BUSINESS, EVEN IF FORESEEABLE OR ADVISED.

11. TERM & TERMINATION

• Term. The Term begins on the Effective Date and continues for the period in the Order, or if none, until terminated as provided here.
• Termination. Either party may terminate at any time. Customer may terminate by cancelling the account. Provider may terminate by notice to the primary email on file and closing the account. Provider may suspend or terminate access for AUP or Agreement violations.
• Effect. Upon termination, Customer will cease all use of the System and delete or return Documentation. Sections on fees due, IP & Feedback, Confidential Information, Disclaimers, Indemnification, Limitation of Liability, and other provisions that must survive will survive.

12. MISCELLANEOUS

• Independent Contractors. The parties are independent contractors.
• Notices. Provider may send notices to Customer’s email on file (deemed received after 24 hours). Customer may send notices to contact@scoreus.com (deemed received after 72 hours).
• Force Majeure. Neither party is liable for delays or failures due to events beyond reasonable control (excluding payment obligations).
• Assignment. Customer may not assign this Agreement without Provider’s prior written consent. This Agreement binds permitted successors and assigns.
• Severability. If any provision is invalid, the rest remain in effect to the maximum extent permitted.
• No Waiver. Failure to enforce any term is not a waiver.
• Law & Jurisdiction. This Agreement is governed by Texas law (and applicable U.S. federal law). Courts in Sugar Land, Texas have exclusive jurisdiction for disputes not subject to arbitration.
• Conflicts. If there is a conflict between this Agreement and an online policy (including the AUP), this Agreement controls.
• Export. Customer will comply with U.S. export laws and will not permit access or export to embargoed countries.
• Entire Agreement. This Agreement is the entire agreement and supersedes prior discussions.

Amendment. Provider may amend this Agreement by notice and posting; changes take effect 30 days after notice unless Customer rejects in writing, in which case the change applies at the next Term unless Customer terminates. Continued use after effectiveness constitutes acceptance. Provider may update the AUP by posting; if changes materially reduce protections, notice/consent will follow the preceding sentence.