Subscription for Services Agreement

Premium - 1 Year (paid monthly)

Subscription license

Subject to Subscriber’s compliance with these terms, ScoreGenix grants Subscriber a limited, non-exclusive, non-sublicensable right to access and use ScoreGenix Recommendation Service, which is based in Scottsdale, Arizona for a term of one (1) year paid monthly. The Term is extended via auto-renewal, at the same price and at the end of the term, unless Subscriber opts not to renew. The grant of the subscription license does not constitute a sale but instead only conveys a one-year license to use the Service. Subscriber will pay a license fee monthly for the specified term.

Ownership of content; prohibition of copying

Subscriber acknowledges and agrees that ScoreGenix retains all rights, titles, interests and ownership in and to the Service and Content and any and all intellectual property rights (including without limitation copyrights and trademarks) in the Services and Content. Subscriber is prohibited from, and shall not copy, transmit, sell, distribute or otherwise allow anyone else to use the Services or review the Content.

Limits, security & confidentiality

ScoreGenix reserves the right to determine how the Services are provided to Subscriber and in what form the information generated from the Services (“Content”) is delivered. Subscriber agrees that the Subscription is for their own personal use only. Subscriber agrees to not share the Content or access to the Services with any other person or party. Subscriber shall maintain appropriate technical safeguards for the protection of the security, confidentiality and integrity of the Content and to the Service. Subscriber will not disclose the terms of this Agreement to any person or party other than their legal counsel and accountants without the prior written consent of ScoreGenix.

Compliance with laws; restrictions on location of use

Subscriber will only use the Service and Content in a manner consistent with all applicable laws and will not use Content in any manner that is in violation of any applicable laws, including without limitation gambling in jurisdictions in which gambling is not legal or in a manner that is not authorized. ScoreGenix may suspend, in its reasonable discretion, Subscriber’s access to the Content, without notice, if ScoreGenix has reason to believe that Subscriber is using the Content in a manner inconsistent with applicable law, which includes Subscriber accessing or attempting to access the Content in states where such use of the Content is not legal.

Additional conditions

Limitation of warranties

THE EXPRESS LIMITED WARRANTIES CONTAINED HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCOREGENIX, ITS AFFILIATES, ITS LICENSORS, HOSTING PROVIDER, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ANY AND ALL SUCH GUARANTEES AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES OR CONTENT. SCOREGENIX DOES NOT WARRANT OR GUARANTEE CONTINUOUS OR UNINTERRUPTED USE OF, OR ACCESS TO, THE SERVICES OR THAT THE SERVICES WILL BE FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR ANY OTHER PROGRAM LIMITATIONS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SCOREGENIX OF ANY OF ITS REPRESENTATIVES SHALL AMEND THIS AGREEMENT. In no event will a Party be liable for any consequential, exemplary, incidental, indirect, or special damages, arising from or in any way related to, this Agreement, even if the Party has been advised of the possibility of such damages.

Age restriction

The Service and Content are not intended for children under 21 years of age, and ScoreGenix does not knowingly collect personal information from children under 21. Subscriber will be required to show valid identification upon execution of this Agreement. If ScoreGenix learns of the collection or receipt of personal information from a child under 21 in connection with this Agreement, ScoreGenix will delete that information and will terminate the Subscription without refund of the License Fee paid.

Indemnification

Subscriber shall indemnify, defend, and hold harmless ScoreGenix, its successors and assigns, directors, members, officers, employees, representatives and agents, from and against any and all loss, liability, damages, claim, suit, demand and expense, including but not limited to, taxes, fines, penalties, court costs and attorney’s fees arising from or related to any act or omission (including, without limitation any breach of this Agreement) of Subscriber.

Assignment

Subscriber may not assign Subscriber’s rights under this Agreement and may not share access to the Services or to any of the Content. ScoreGenix may terminate this Agreement without refund of any License Fees for the unauthorized sharing of access to the Services or the Content.

Production of content

Subscriber acknowledges and agrees that ScoreGenix is not responsible for and has no control over the Content, which is provided directly by ScoreGenix from Las Vegas, Nevada, to Subscriber and waives any claims against ScoreGenix arising from any errors or mistakes in the Content or from Subscriber’s use of the Content.

Jurisdiction

This Agreement is made under, and shall be interpreted and enforced in accordance with, the laws of the State of Nevad, without giving effect to those principles of conflict of laws which might otherwise require the application of the laws of another jurisdiction.

Subscriber hereby irrevocably consents, submits and agrees that any action brought under this Agreement by either Party shall be brought solely in the Circuit Court for the County of Clark, in the State of Nevada, or the Federal court sitting in the Middle District of Nevada (collectively, “Nevada Courts”) for the purposes of any controversy, claim, dispute or action arising out of or related to this Agreement and hereby waives any defense of an inconvenient forum and any right of jurisdiction or account of its place of residence or domicile.