This agreement covers the products and services you license (or purchase) from ScoresR. If you use the ScoresR products and services for the benefit of your organization, you represent that you have the power and authority to accept this agreement on behalf of your organization. Your organization will be the licensee under this agreement. By clicking on the "Accept" button of this agreement, or by downloading or using the ScoresR products or services, you consent to the terms and conditions of this agreement on behalf of yourself and the organization on whose behalf you will use the ScoresR products and services provided under this agreement. The effective date of this agreement is the date that you first download, install or use the ScoresR products or services. If you do not agree to the terms and conditions of this agreement or if you do not have the power and authority to accept the terms and conditions of this agreement on behalf of your organization, you may not use the ScoresR products and services and ScoresR is unwilling to provide you with them.
1. Products and Services
1.1. The ScoresR products and services that you may license or purchase under this agreement are identified in the Purchasing Agreements that you and ScoresR enter into from time to time under this agreement. These products and services may include (but are not limited to):
Score-keeping software for various shooting sports.
Training Services, which means education in the use of ScoresR software products through standard courses.
1.2. The term "Licensed Products" means Licensed Software.
1.3. Additional terms and conditions (beyond those stated here and in any attached supplements) may apply to certain Licensed Products. When ordering these Licensed Products, you will be given an opportunity to review the additional terms and conditions that must be accepted for you to receive the Licensed Products. If the additional terms and conditions conflict in any way with the terms and conditions stated here, the additional terms and conditions will prevail.
2.1. Your License Rights: When you purchase a license (other than an evaluation license) to a Licensed Product, upon its delivery you will have a nonexclusive right to:
use the Licensed Product on one or more computers;
allow your End Users to use the Licensed Product during the License Term.
2.4. Evaluation Licenses: You will have the same license rights as described above except that you may use the Licensed Product only for the purpose of evaluating it and deciding whether to purchase a license. If you breach the forgoing restrictions, then you shall pay to ScoresR a license fee equal to ScoresR's annual fee version of the Licensed Product. Also, evaluation copies of Licensed Products are provided "AS IS". Therefore the warranty and indemnification provisions in this agreement do not apply to evaluation licenses.
2.8. Conditions: Your right to use the Licensed Product is conditioned upon your timely payment of the full amount of Fees due for the Licensed Product and your compliance with the terms of this agreement, including the following restrictions. When the License Term expires, your license rights also expire and you may no longer use the Licensed Product.
2.9. Restrictions: You may not (and may not allow anyone else to):
copy or use any Licensed Product (or Documentation) in any manner that is not expressly allowed by the license rights stated above;
decompile, reverse engineer, or otherwise attempt to derive the source code for any Licensed Product or any underlying algorithms, user interface techniques, or other ideas embodied in a Licensed Product;
tamper with, or attempt to circumvent or disable, any License Key;
distribute any copy of a Licensed Product (or Documentation) except as expressly allowed by the license rights stated above, or allow anyone other than your End Users to have access to or use (such as in a timesharing, service bureau, or application service provider model) any Licensed Product;
use a Licensed Product or its output to create, modify, or simulate Designs for third parties;
use a Licensed Product or its output to develop or enhance any product that competes with a ScoresR product;
modify or create a derivative work of any part of a Licensed Product or Documentation;
disclose the results of any benchmarking of a Licensed Product (whether or not the results were obtained with assistance from ScoresR) to any third party; or
use a Licensed Product in the development of any product if the failure or malfunction of that product could reasonably be expected to result in personal injury, death, or catastrophic loss.
If the License Key limits the number of End Users who may use a Licensed Product simultaneously or the number of simultaneous Clients, you must ensure that this limit is not exceeded, by platform virtualization or any other means.
2.10. Copies: If you make backup or archival copies of a Licensed Product or Documentation, you must reproduce all copyright, trademark, and other notices that appear on the original copy.
2.11. Transfers and Assignments: You may not transfer or assign your license rights to any other person in any manner (by assignment, operation of law or otherwise) unless you have obtained written consent from ScoresR. If you attempt to transfer or assign any of your license rights without ScoresR's consent, the transfer or assignment will be ineffective, null, and void (and you will be in material breach of this agreement). For purposes of this section 2.11, a transfer or assignment of your license rights will be deemed to have occurred (a) if a third party (or group of third parties acting in concert) acquires beneficial ownership of fifty percent (50%) or more of either (i) your or a Parent Entity's assets or (ii) the stock or other equity interests entitled to vote for your or a Parent Entity's directors or equivalent managing authority, or (b) in the event of a merger, consolidation or other business combination between you or a Parent Entity and one or more third parties where your or a Parent Entity's stockholders immediately before that transaction own (directly or indirectly), after that transaction, less than fifty percent (50%) of the stock or other equity interests entitled to vote for the directors or equivalent managing authority of the surviving entity.
2.12. Open Source Software: The Licensed Product may be delivered with software that is subject to open source licensing terms ("Open Source Software") which are available at http://www.ScoresR.com/. If the Open Source Software license also requires source code to be made available, Licensee may reference http://www.ScoresR.com/ for information on how to obtain such source code. Licensee agrees that all Open Source Software shall be and shall remain subject to the terms and conditions under which it is provided. The Open Source Software is provided "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND ScoresR FURTHER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO OPEN SOURCE SOFTWARE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER ScoresR NOR THE LICENSORS OF OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Copyrights to the Open Source Software are held by the copyright holders indicated in the copyright notices in the corresponding source files.
3. Order and Delivery
3.1. Ordering ScoresR Products: You may order the products and services identified in the Purchasing Agreements at any time by submitting an order to ScoresR through ScoresR's on-line ordering system or as otherwise directed by ScoresR. When using ScoresR's on-line ordering system, you shall be responsible for ensuring that all information you provide is accurate and complete and that any person placing an order on your behalf has your authority to do so. Once you submit an order, you may not cancel or change it. Your order must indicate which products and services you want to purchase and any other information ScoresR would need to fulfill your order. ScoresR may, in its reasonable discretion, accept or reject your order. ScoresR may accept your order by sending you written or electronic notice of acceptance or simply by fulfilling your order.
3.2. Delivery: If ScoresR accepts your order for one or more Licensed Products, ScoresR will then deliver to you the Licensed Products along with any corresponding Documentation. ScoresR will deliver these materials to you electronically except where prohibited by law.
3.3. EST: When ScoresR delivers a Licensed Product by EST, ScoresR will send you an e-mail to your designated EST e-mail address(es) to notify you that the Licensed Product is available. ScoresR's obligation to deliver the Licensed Product will be fulfilled when this e-mail notice is sent. You will be responsible for downloading or requesting for delivery the Licensed Product and Documentation from the Server unless ScoresR gives you other instructions. You must notify ScoresR in writing if you change your EST e-mail address(es).
4. Fees and Payment
4.1. Fees: The Fees for the products and services you may purchase under this agreement will be identified in the Purchasing Agreements. You agree to pay the Fees according to the payment terms in the applicable Purchasing Agreement.
4.2. Payments: If the applicable Purchasing Agreement does not contain specific payment terms for the Fees in question, payment of those Fees will be due within 15 days after the date of ScoresR's invoice. If you do not pay an amount by the scheduled due date, ScoresR will have the right to withhold the delivery of License Keys and/or terminate this agreement or a Purchasing Agreement and accelerate the due date of all remaining payments. In this event, you will owe the entire outstanding balance as soon as you receive written notice from ScoresR that your payment is due. All payments you make to ScoresR are non-refundable. You may not offset any amounts you believe ScoresR owes you against any payments you make to ScoresR under this agreement. You must make payments in U.S. dollars. If you do not pay an amount by the due date, you must also pay a late payment charge of 1.5% per month or the highest rate permitted by law, whichever is less.
4.3. Taxes: You will be solely responsible for paying all taxes (including sales, use, consumption, withholding, and value-added taxes and similar taxes), other than ScoresR's income taxes, that are imposed on or result from your purchase, license, or use of ScoresR products and services. If ScoresR is required by law to collect and remit any such taxes, ScoresR may invoice you for such taxes and you agree to pay the invoiced amount to ScoresR. If you are required by the respective jurisdiction where the Licensed Products are used, or where services are provided, to withhold taxes from payments to ScoresR, you may withhold from the total amount due to the respective ScoresR distributing entity the minimum amount required (but no more). You may only withhold taxes related to a payment at the time of such payment. You must then promptly pay that amount to the appropriate tax authority and provide ScoresR with an official receipt for the payment within 60 days of your payment.
4.4. Bankruptcy: If you become the subject of any bankruptcy, dissolution, liquidation, or similar proceedings or make a general assignment for the benefit of your creditors, ScoresR may apply any payments you have previously made to ScoresR for products or services not yet delivered by ScoresR against any amounts you owe ScoresR at that time for products or services that have been delivered by ScoresR (under this agreement or otherwise).
5.1. Maintenance Services: Maintenance Services consist of the following:
Software Updates: ScoresR will use commercially reasonable efforts to provide error corrections to the Licensed Products, as well as minor improvements to the Licensed Products, as such corrections and improvements become generally available. Any other upgrades or enhancements to the Licensed Products are not made available by ScoresR as part of Maintenance Services and may be subject to additional charges.
5.2. Updates to Terms: ScoresR may update its Maintenance Services terms on 60 days prior written notice, provided that these updates are applied generally to its Maintenance Service customers.
5.3. Conditions: In order to receive Maintenance Services for a Licensed Product, all of the following conditions must be met:
you must have purchased Maintenance Services for such Licensed Product (unless it is licensed under a TSL, in which case Maintenance Services are included);
you must appoint a qualified contact person to interface with ScoresR regarding Maintenance Services, and identify such person to ScoresR in advance;
such qualified contact person must be trained in the use of such Licensed Product;
you must provide ScoresR with access to the information and system facilities reasonably necessary to provide the Maintenance Services;
you must follow the directions provided by the ScoresR Support Center to resolve technical problems;
you must follow the operating instructions and procedures for the Licensed Product as specified in the Documentation or provided by ScoresR; and
you must notify ScoresR of any error or other problem in the Licensed Product using ScoresR's current problem reporting procedure.
5.4. Exclusions: ScoresR will have no obligation to provide Maintenance Services for any Licensed Products that are damaged, modified (by anyone other than ScoresR), incorporated into other software, or installed in any computing environment not supported by ScoresR; or for any version of a Licensed Product other than the latest and immediately preceding version; or for any problems caused by your negligence, abuse, misuse, or by any causes beyond ScoresR's reasonable control.
5.5. Training Services: ScoresR offers Training Services, which may be purchased and ordered by direct contact with ScoresR.com.
6.1. Confidentiality Obligations: Each party (you and ScoresR) agrees to abide by the following confidentiality obligations with respect to the other party's Confidential Information:
do not disclose it to any third party unless (i) the other party has given its specific and express prior written approval, (ii) the disclosure is expressly allowed under this agreement, or (iii) the disclosure is necessary to comply with a valid court order or subpoena;
do not use it for any reason other than to exercise its rights and perform its obligation under this agreement; and
protect it from unauthorized dissemination in the same manner as that party protects its own Confidential Information, and in any event with reasonable precautions (which include limiting access to employees and contractors on a "need-to-know" basis).
6.2. Mandatory Disclosures: If you believe you must disclose ScoresR's Confidential Information in order to comply with a valid court order or subpoena, you must promptly notify ScoresR and cooperate with ScoresR if ScoresR chooses to contest the disclosure requirement, seek confidential treatment of the information to be disclosed, or to limit the nature or scope of the information to be disclosed. ScoresR will do the same if it believes it must disclose your Confidential Information in these circumstances.
6.3. Additional Obligations: In addition to your general obligations of confidentiality regarding the Licensed Products and Documentation, you must take the following steps to help prevent any unauthorized access to or use of the same:
you must ensure that each End User who is your independent contractor (not your employee) has access to and uses the Licensed Products and Documentation only while working on your physical premises; and
you must monitor each End User's use of the Licensed Products to ensure that the End User abides by the terms of this agreement.
7. Term and Termination
7.1. Term of Agreement: The term of this agreement will begin on the effective date that you first use the products or services and will end when the last Purchasing Agreement expires, unless this agreement is terminated sooner by either party.
7.2. Term of Purchasing Agreement: Each Purchasing Agreement will have its own term, as indicated on that Purchasing Agreement.
7.3. Rights to Terminate: Each party has the right to terminate this agreement, by giving written notice of termination to the other party, if (a) the other party breaches this agreement and (b) either the breach cannot be cured or, if the breach can be cured, it is not cured by the breaching party within 15 days after receiving written notice of the breach from the non-breaching party. A substantial deviation of a Licensed Product from the specifications in the corresponding Documentation will not be considered a breach of this agreement that allows you to terminate the agreement, but it could give rise to a warranty claim under section 8.
7.4. Consequences of Termination: If and when either you or ScoresR terminates this agreement, all Purchasing Agreements in effect at that time will also terminate. When this agreement, a Purchasing Agreement or an individual license to a Licensed Product expires or is terminated:
you must (i) immediately cease all use of the Licensed Products and Documentation;
you will remain obligated to pay any amounts you owe to ScoresR at that time; and
the provisions of sections 4, 6, 7.4, 8.4 and 10, and the warranty disclaimers in section 8, will remain in effect.
8. Limited Warranty
8.1. Warranty: ScoresR has no warranties, expressed or implied.
8.2. Warranty Claims: To claim a breach of this warranty, you must, during the warranty period, notify ScoresR in writing of the Error or Errors that you have encountered and provide ScoresR with all the information you have, in written or electronic form, about those Errors, so that ScoresR can attempt to reproduce, diagnose, and correct the Errors.
8.3. Exclusive Remedy: Your exclusive remedy for any breach of this warranty is that ScoresR will use commercially reasonable efforts to (at ScoresR's option) correct the Errors you have reported or provide a replacement product that does not contain these Errors, or if ScoresR is unable to provide a correction or a replacement or determines that it will not be feasible to do so, ScoresR will refund the Fees you paid for that Licensed Product.
8.4. Disclaimer: This is the only warranty ScoresR provides for the Licensed Products. Except for this warranty, all Licensed Products, Documentation, are provided "AS IS". ScoresR disclaims all other warranties (express, implied, or statutory), including any warranties of merchantability, fitness for a particular purpose, title, or non-infringement and any warranties arising from a course of dealing or usage of trade.
9. Infringement Claims
9.1. Indemnity: ScoresR will, at its own expense, be entitled to defend (or at its sole option, settle) any claim asserted against you by a third party that any Licensed Product you obtained from ScoresR under this agreement directly infringes any U.S. patent, copyright, trademark, or trade secret. ScoresR will indemnify you for any damages you suffer and costs you reasonably incur that are directly attributable to any such claim and that are assessed against you in a final, non-appealable judgment or agreed upon by ScoresR in a settlement.
9.2. Conditions: ScoresR's obligations to defend and indemnify you with respect to a particular claim are subject to the following conditions:
you must promptly give ScoresR written notice of the claim;
you must identify the specific Licensed Product(s) at issue in the claim and indicate how the Licensed Product(s) is(are) utilized by you or your products;
you must give ScoresR sole control and authority over the defense and settlement of the claim; and
you must provide ScoresR with all information you have regarding the claim and cooperate with ScoresR when ScoresR defends or attempts to settle the claim.
9.3. Pro-Active Steps: If any Licensed Product is, or ScoresR believes is likely to become, the subject of a claim for which ScoresR would be obligated to defend and indemnify you, then ScoresR may, at its option, do any of the following:
obtain for you (at no cost to you) the right for you to continue using the Licensed Product as permitted by this agreement;
replace or modify the Licensed Product to avoid the infringement problem, as long as there is no material loss of functionality; or
if ScoresR reasonably concludes that it will not be feasible to do either of the above, terminate your license for the Licensed Product and give you a prorated refund (based on how much of the License Term has elapsed) of the Fees you paid for that license.
9.4. Exclusions: ScoresR will have no obligation to defend or indemnify you (notwithstanding the first paragraph of this section) with respect to any claim that is based on or attributable to any of the following:
any modification made to the Licensed Product by anyone other than ScoresR;
the combination or use of the Licensed Product with other products, processes, or materials not supplied by ScoresR or specified in the Documentation as being necessary to use the Licensed Product;
your continued engagement in infringing activities after you were notified of the infringement or after ScoresR informed you of a modification or workaround that would have avoided the infringement; and
your use of the Licensed Product in a manner not permitted by this agreement.
9.5. Burden of Proof: You will have the burden of showing that indemnification is required pursuant to this section 9 and that the exclusions in section 9.4 are not applicable.
9.6. No Other Obligations: Except as expressly stated in this section 9, ScoresR has no obligation or liability to you for any actual or alleged infringement related to the Licensed Products, Documentation, or Design Techniques.
10. Other Terms
10.1. Ownership of IP Rights: ScoresR and its licensors own all Intellectual Property Rights in the Licensed Products, Documentation. Your only rights in the Licensed Products, Documentation are the rights expressly granted in this agreement; all other rights are reserved by ScoresR. ScoresR's licensors are third-party beneficiaries of, and thus may enforce against you, the license restrictions and confidentiality obligations in this agreement with respect to their intellectual property and proprietary information. ScoresR may freely use and disseminate any Feedback you provide. You agree not to claim that ScoresR owes you any compensation for its use or dissemination of such Feedback.
10.2. Audit and Compliance: ScoresR may audit (using its own employees and those of an independent auditing firm that is subject to appropriate confidentiality obligations) your use of the Licensed Products and Documentation to verify your compliance with this agreement. You agree to give ScoresR (or the auditing firm) reasonable access to your facilities and records for purposes of conducting these audits. ScoresR will give you at least five days advance notice before conducting an audit. Audits will be conducted during normal business hours and no more than once per year, unless ScoresR has a good-faith basis for believing that more frequent audits are warranted. ScoresR will bear all the costs it incurs (including the fees and expenses of the auditing firm, if any) in conducting an audit, unless the audit reveals that you have failed to comply with this agreement in a material way, in which case you agree to reimburse ScoresR for these costs.
10.3. Automatic Updates: Licensed Products communicate with ScoresR servers for the purpose of providing Updates, detecting software piracy and verifying that customers are using Licensed Products in conformity with the applicable License Key for such Licensed Products. ScoresR will use information gathered in connection with this process to deliver software updates and pursue software pirates and infringers.
10.4. Limitation of Liability: For each product or service you license or purchase from ScoresR under this agreement, ScoresR's total, cumulative liability to you, including under section 9, is limited to the amount of Fees you paid for that product or service (regardless of the nature of the liability or the nature or number of claims giving rise to the liability). ScoresR will not, under any circumstances or any theory of liability, be liable to you for any lost profits, loss of data, or consequential, incidental, or special damages arising from this agreement or the products and services provided to you under this agreement. However, this disclaimer of ScoresR's liability for consequential damages does not limit or reduce ScoresR's obligations to defend and indemnify you under section 9. The limitations of liability in this section are a fundamental part of this agreement and enable ScoresR to provide products and services to you at lower prices. These limitations of liability are intended to apply even if an exclusive remedy is found to have failed of its essential purpose.
10.5. Export Controls: You agree that the goods, software, and technology subject to this agreement are subject to the export control laws and regulations of the United States, including but not limited to the Export Administration Regulations ("EAR"), and sanctions regulations of the U.S. Department of Treasury, Office of Foreign Asset Controls and that you will comply with these laws and regulations. Without limiting the foregoing, if any technology, software or source code governed by this agreement, or the direct product of any such technology, software or source code (each is a "Controlled Product"), is subject to the national security controls as identified on the Commerce Control List (the "Controlled Products"), you will not, without a U.S. Bureau of Industry and Security license or license exception, export, re-export, or transfer a Controlled Product, either directly or indirectly, to any national of any country identified in Country Groups D:1 or E:1 as defined in the EARs. In addition, goods, software and any technology subject to this agreement may not be exported, reexported, or transferred to (a) any person or entity listed on the "Entity List", "Denied Persons List" or the list of "Specifically Designated Nationals and Blocked Persons" as such lists are maintained by the U.S. Government, or (b) an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (i) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (ii) the design, development, production, or use of missiles or support of missiles projects; and (iii) the design, development, production, or use of chemical or biological weapons.
10.6. Governing Law; Jurisdiction: This agreement is governed by the laws of the United States and the State of Wyoming, without regard to conflicts of laws principles. The federal and state courts located in Laramie County, Wyoming have exclusive jurisdiction over any disputes arising from or relating to this agreement, and each party consents to such jurisdiction and venue.
10.7. Notices: Any notice, approval, consent, or other communication intended to have legal effect under this agreement must be given to the other party in writing, must be sent by first-class, registered, or overnight mail or private overnight courier (to the address for the other party stated on the signature page, unless the other party has given notice of a new address), and will be deemed given upon receipt or when delivery is refused. A copy of any communication sent to ScoresR must also be sent to the attention of the General Counsel.
10.8. Waivers: Either party's failure to enforce any provision of this agreement will not be deemed a waiver of the future enforcement of that provision or enforcement of any other provision. In order to be binding, a waiver must be in writing and signed by the party giving the waiver.
10.9. Independent Contractors: The parties to this agreement are independent contractors. Neither party is the agent or partner of the other party, or has any power or authority to act on behalf of the other party
10.10. Severability: If any provision in this agreement is found to be invalid or unenforceable as written, the remaining provisions will remain in full force and effect and the invalid or unenforceable provision is to be construed (and, if necessary, modified) so that it is valid and enforceable to the greatest extent possible.
10.11. Attorneys' Fees: ScoresR in any action to enforce this agreement will be entitled to recover costs and expenses including reasonable attorneys' fees.
10.12. Remedies: Except where this agreement expressly provides exclusive remedies, all rights and remedies of either party (including termination rights) are cumulative. You agree that monetary damages alone would not be an adequate remedy, and therefore ScoresR will be entitled to injunctive relief if you materially breach the license restrictions or confidentiality provisions in this agreement.
10.13. Force Majeure: Each party will be excused from performance of its obligations under this agreement, except payment obligations, to the extent that performance is rendered impossible by earthquake, fire, flood, governmental action, labor disruptions, supplier failures, or any other event or circumstance beyond that party's reasonable control.
10.14. Construction: Section headings in this agreement are for convenience only. The word "including" (and variations thereof) is not intended to be limiting. No rule of strict construction is to be used when interpreting this agreement.
10.15. Press Release: The parties intend to work together to prepare and publish a mutually acceptable press release concerning this agreement.
10.16. Government Users: If you are a branch or agency of the United States Government, or are acquiring any Licensed Product on behalf of any branch or agency of the United States Government, then the following provision applies. The Licensed Products and Documentation are comprised of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212, and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3.
10.17. ScoresR Entities: ScoresR and its wholly-owned subsidiaries, including, but not limited to, ScoresR, have agreed to their respective rights and obligations regarding the distribution of the Licensed Products and the performance of obligations related to the Licensed Products.
10.18. Entire Agreement: This agreement and any applicable attachments and Purchasing Agreements are the entire agreement between the parties concerning its subject matter, and supersede any prior or contemporaneous agreements, communications, or understandings (whether written or oral). However, any confidentiality or nondisclosure agreements that ScoresR previously entered into with you will remain in effect (according to their terms) with respect to the confidential information disclosed thereunder.
10.19. Amendments: This agreement may be amended at any time by ScoresR. No additional or inconsistent terms on any purchase order or similar document you may submit to ScoresR will be binding on ScoresR or have any legal effect.