Terms and Conditions

Scorebird Terms and Conditions

These terms and coniditions (“Terms and Conditions”) govern the live scoring services provided by Scorebird, LLC (“Scorebird”), a Tennessee limited liability company having its principal place of business at 6001 Kenwood Drive, Nashville, TN 37215. By utilizing any of Scorebird’s services, you are agreeing to these Terms and Conditions as amended from time to time.

Definitions

Application Program Interface. “Application Program Interface” or “API” is the set of set of routines, protocols and tools necessary to build software applications.
Customer Representative. “Customer Representative” as outlined on the Order Form.
Documentation. “Documentation” means any online or printed user manuals or functional specifications provided by Scorebird that describe the functionality of the Services or Equipment.
Effective Date. “Effective Date” means the start date outlined on the Order Form.
Equipment. “Equipment” means all hardware, equipment, tools, or other tangible personal property supplied or used by Scorebird in connection with performance of the Services.
Error. “Error” means any reproducible material failure of the Services to function in accordance with provided Documentation.
Facility(ies): “Facility” or “Facilities” shall means the facilities for which Scorebird provides the Services as outlined on the Order Form.
Fee. “Fee” means the price for the services and the payment schedule outlined on the Order Form.
Representatives. “Representatives” means the Customer Representative and the Scorebird Representative as defined in Section 4.
Order Form: “Order Form” shall mean the relevant purchase order, invoice, order intake form, or Live Scoring Services Form as applicable.
Organizations. “Organizations” means the organizations, clubs, or schools outlined on the Order Form.
Score Data. “Score Data” means the scores or statistics captured by Scorebird relating to the sports which are conducted at Facilities owned or operated by or on behalf the Organizations.
Scorebird Representative. “Scorebird Representative” has the meaning as defined in Section 4.
Services. "Services" as defined in Section 2.
Software. “Software” means Scorebird's proprietary software applications used to provide the Services hereunder, including any updates relating thereto that may be provided hereunder or thereunder, and any derivative works of the foregoing.
Software Development Kit. “Software Development Kit” or “SDK” means a set of software development tools used for the creation of a software application.
Term. “Term” as defined in Section 3.

Services

Services. During the term and subject to the terms of this Agreement, Scorebird shall provide to Customer the following services (together the “Services”)
provision of Scorebird’s API and SDK for Customer’s use in displaying Score Data on Customer’s website, or application;
supply of Equipment as outlined on the Order Form, and replacement of such Equipment if it is defective;
supply of Documentation outlining the installation process, and operations of such Equipment;
technical and operational support of the Scorebird’s API, SDK, and the Equipment, including updates required for continued operation; and
additional development work regarding Scorebird’s API or SDK at Scorebird’s then current time and material rates.
Customer Responsibilities. During the term, and in order for Scorebird to provide the Services, the Customer will be responsible for the following:
pay Scorebird the Fee;
provide information on the scoreboards that the Equipment will be utilized with (if applicable);
maintainenance and storage of the Equipment (if applicable); and
ensure Equipment is plugged in and ready for use at each of the Organization’s athletic events (if applicable).
License Grant. During the Term and subject to the terms of this Agreement, Scorebird hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable right and license to access and display the Score Data on its platforms. All rights in the foregoing not expressly granted herein are reserved to Scorebird.
License and Use Restrictions. Customer shall not, directly, indirectly, alone, or with another party, (i) copy, disassemble, reverse engineer, or decompile the Software or Equipment; (ii) modify, create derivative works based upon, or translate the Software or Equipment; (iii) transfer or otherwise grant any rights in the Software, Equipment, or Services in any form to any other party, nor shall Customer attempt to do any of the foregoing or cause or permit any third party to do or attempt to do any of the foregoing, except as expressly permitted hereunder. Redistribution, rebroadcast, or other use of the Customer Score Data or any similar data of other schools provided by Scorebird without the express prior written permission of Scorebird is also prohibited.
Equipment. The Equipment remains the property of Scorebird at all times, and Scorebird has the right to modify, update, or replace Equipment at any time. Customer shall provide Scorebird with reasonable access to the Equipment as installed in Customer facilities for such purposes. While Equipment is on Customer premises, Customer is solely responsible for any loss, theft, or damage to the Equipment, other than ordinary wear and tear. Customer may not use any Equipment for any purpose other than the Services provided by Scorebird without the prior written permission of Scorebird.

Term and Termination

Term. The term of this Agreement commences on the Effective Date, and will continue for the period of time as defined on the Order Form, after which it will automatically renew for additional terms of equal length to the original term each unless otherwise terminated in accordance with this Section (the “Term”).

Termination for Cause. Either party can terminate this Agreement for cause upon written notice to the other party:

the Services are not meeting the Customer’s service level requirements;

if a party fails to pay the other party any delinquent amounts owed to the other party hereunder within ten (10) days of written notice by the other party specifying the amounts owed;

immediately upon any material breach of the other’s party’s obligations under this Agreement; or

upon the institution of bankruptcy or state law insolvency proceedings against the other party, if such proceedings are not dismissed within 30 days of commencement.

Termination for Convenience. Either party may terminate this Agreement at any time without cause by providing written notice at least sixty (60) days in advance of the effective date of termination.

Termination Payment. In the event of Termination for Cause by Scorebird under part (b) of this Section, or Termination for Convenience by Customer under part (c) of this Section, Customer shall pay Scorebird a termination payment that is equal to all remaining payments that would otherwise be payable during the then current Term. Such termination payment will be due on the effective date of termination.

Return of Equipment. Upon Termination of this Agreement, Customer will return all Equipment to Scorebird within ten (10) days of termination, unless otherwise agreed between the parties. If the Equipment is not returned within such time period, Customer shall pay Scorebird an additional fee of seven hundred fifty dollars ($ 750) for each piece of Equipment that is not returned.

Party Representatives

Customer Representative. In the Order Form, the Customer shall designate an individual with authority to act for the Customer in all matters pertaining to this Agreement, to receive notices and communications from Scorebird with respect to this Agreement, and to deliver to Scorebird, notices, communications, decisions and approvals with respect to this Agreement.
Scorebird Representative. For all issues, notices, and communications regarding this Agreement, Customer may contact Scorebird at support@scorebird.com.

Disclaimers and Limitations

Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SCOREBIRD MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE, THE SERVICES PROVIDED OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE OR RESULTS OF USE OF THE SOFTWARE OR SERVICES. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SCOREBIRD DISCLAIMS ANY WARRANTY THAT THE SOFTWARE, THE SERVICES PROVIDED BY SCOREBIRD, OR THE OPERATION OF THE SOFTWARE ARE OR WILL BE ACCURATE, ERROR-FREE OR UNINTERRUPTED. SCOREBIRD MAKES NO, AND HEREBY DISCLAIMS ANY, IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR ANY PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
Disclaimer of Consequential Damages. SCOREBIRD HAS NO LIABILITY WITH RESPECT TO THE SOFTWARE, SERVICES, OR ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS AND THE COST OF COVER) EVEN IF SCOREBIRD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Limitations of Remedies and Liability. SCOREBIRD'S TOTAL LIABILITY TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION INCLUDING WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS, IS LIMITED TO THE FEES PAID TO SCOREBIRD BY THE CUSTOMER DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE LIABILITY.

General

Force Majeure. “Force Majeure Event” means any act or event that (a) prevents a party (the “Nonperforming Party”) from performing its obligations or satisfying a condition to the other party’s (the “Performing Party”) obligations under this Agreement, (b) is beyond the reasonable control of and not the fault of the Nonperforming Party, and (c) the Nonperforming Party has not, through commercially reasonable efforts, been able to avoid or overcome. “Force Majeure Event” does not include economic hardship, changes in market conditions, and insufficiency of funds. If a Force Majeure Event occurs, the Nonperforming Party is excused from the performance thereby prevented and from satisfying any conditions precedent to the other party’s performance that cannot be satisfied, in each case to the extent limited or prevented by the Force Majeure Event. When the Nonperforming Party is able to resume its performance or satisfy the conditions precedent to the other party’s obligations, the Nonperforming Party shall immediately resume performance under this Agreement. The relief offered by this paragraph is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.
Assignment. Customer shall not assign any of its rights under this Agreement, except with the prior written consent of Scorebird. The preceding sentence applies to all assignments of rights, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law or any other manner. Any change of control transaction is deemed an assignment hereunder. Any purported assignment of rights in violation of this Section is void.
Governing Law; Venue. The laws of the State of Tennessee (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this Agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Any claims or actions regarding or arising out of this Agreement must be brought exclusively in a court of competent jurisdiction sitting in Nashville, Tennessee, and each party to this Agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this Agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this Agreement brought in any state or federal court sitting in Nashville, Tennessee; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
Recovery of Litigation Costs. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the unsuccessful party shall pay to the successful party its reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which the successful party may be entitled.
Entire Agreement. This constitutes the final agreement between the parties. It is the complete and exclusive expression of the parties’ agreement on the matters contained in this Agreement. All prior and contemporaneous negotiations and agreements between the parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement cannot be explained, supplemented or qualified through evidence of trade usage or a prior course of dealings. In entering into this Agreement, neither party has relied upon any statement, representation, warranty or agreement of any other party except for those expressly contained in this Agreement.
Amendments. The parties can amend this Agreement only by a written agreement of the parties that identifies itself as an amendment to this Agreement.
Survival of Certain Provisions. Each party hereto covenants and agrees that the provisions in Sections 2(c), 2(d), 2(e), 3(d), 3(e), 4, 5, and 6 in addition to any other provision that, by its terms, is intended to survive the expiration or termination of this Agreement, shall survive the expiration or termination of this Agreement.