Scorecard AI, Terms of Service (“Agreement”)

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Last edited on

May 8, 2023

This Agreement is a contract between you, the customer (“Customer”), and Scorecard Technologies, Inc. (“Scorecard”). It commences when you first sign up for Scorecard’s services online or sign the first Order Form, whichever occurs first.

1. The Services

Scorecard provides a suite of digital tools and applications for evaluating AI products, which are accessible via our website and applications.

2. Using the Services

2.1 Access. Scorecard will provide you with secure access protocols such as usernames and passwords. You are responsible for your employees’ and contractors’ use of the Services.

2.2 Creating Accounts. To use our Services, you will need to create an account, providing necessary information such as names, passwords, and email addresses.

2.3 Usage Rules. Customer and users must not:

- Engage in unauthorized modification or reverse engineering of the Services.

- Attempt unauthorized access to the Services or bypass security measures.

- Use the Services in violation of this Agreement or in a manner that could cause harm

- Misrepresent Scorecard or third parties.

- Violate laws or infringe third party rights.

2.4 Testing AI Products. You grant Scorecard access to your AI products for testing purposes. You retain ownership of your AI products while permitting Scorecard to use them within the Services.

3. Payments

Please pay all fees due under this Agreement within 30 days of invoice receipt. Fees are non-cancelable and non-refundable. Our services will renew automatically at the existing price and term, unless a notice of non-renewal is given at least 30 days before the renewal.

4. Liability

4.1 With the exception of matters concerning intellectual property, confidentiality or non-payment:

- Neither party will be liable for indirect damages.

- Scorecard's liability shall not exceed the fees you paid in the year preceding the claim.

5. Termination

Either party may terminate this Agreement under the following conditions:

- Material breach of the Agreement not rectified within 30 days of notification.

- At convenience, with 30 days' notice.

Post termination, Sections 3 to 12 continue to apply.

6. Data Privacy and Security

Scorecard is committed to protecting your data and content in compliance with applicable law.

7. Confidentiality

During this Agreement, the parties may share confidential information. The parties are obligated to use this information exclusively for this Agreement and protect it with utmost care. If the law requires disclosure, the other party shall be notified.

8. Indemnification

If third parties claim that the Services infringe their intellectual property rights, Scorecard will defend or settle these claims, provided you promptly inform us in writing and cooperate with us.

Each party agrees to defend and indemnify the other from claims or damages related to damage to property, injury, death, or direct damage resulting from actions or omissions related to this Agreement.

9. Changes to Terms

Scorecard may update these terms by notifying you. Changes take effect at the start of your next payment cycle unless you terminate within 30 days of receiving notice.

10. General

10.1 This Agreement supersedes any prior agreements between the parties regarding the Services.

10.2 Neither party may assign this Agreement without the other's consent, except to an acquirer of all or substantially all of their assets.

10.3 This Agreement does not constitute an agency, partnership or joint venture.

10.4 Notices under this Agreement should be sent in writing to legal@scorecard.ai

10.5 Neither party will be liable for delays or failures due to circumstances beyond their reasonable control.

10.6 This Agreement is governed by California law. The parties consent to the exclusive jurisdiction of courts in San Francisco, California for disputes under this Agreement.

10.7 If any part of this Agreement is unenforceable, the rest of the Agreement will remain in effect.

10.8 No delay or failure by either party in exercising any right under this Agreement shall constitute a waiver of that right.