SCOUTSUITE

LEGAL SCIENCE, LLC

TERMS OF SERVICE

Version 1.0, February 2019

Terms of Service Overview

Introduction

Description of Scoutsuite Services

  • Subscription Services
  • Professional Services

Fees

Your Data

Use of the Services

Unacceptable Usage

Scoutsuite Software

Support

Confidential Information

Indemnification

Termination

Limitation of Warranties

Limitation of Liability

Other Terms

  • Entire Agreement
  • Assignment
  • Choice of Law and Forum
  • Modifications to this Agreement
  • Severability
  • Waiver
  • Third Party Beneficiaries
  • Cumulative Remedies
  • Construction
  • Export Controls and Economic Sanctions
  • Disputes
  • United States Federal Government Agency

Introduction

Thank you for using Scoutsuite. Please read these Terms of Service (“Terms”) carefully before using www.scoutsuite.com (the “Website”) or the products or services offered by Scoutsuite (“the Services”). These Terms take effect when you click an “I Accept” button or checkbox presented with these Terms or when you use any of the Services or Website, whichever occurs first. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are agreeing to these Terms on behalf of an entity, you represent to us that you have legal authority to bind that entity. This is a legal agreement. For purposes of these Terms, “you” means you and the entity you represent and also refers to any person accessing the Services by any method on your behalf. These Terms of Service also include our Privacy Policy and Acceptable Use Policy.

Scoutsuite is owned and operated by Legal Science, LLC at 1601 Market Street, Floor 19, Philadelphia, PA 19103. Scoutsuite, which is our Software as a Service, will be referred to as the “Services.” Users of the Services will be referred to as “User” or “you” under these Terms.

These Terms may be updated from time to time as explained herein. We encourage you to refer to these Terms regularly to ensure your compliance. They can be found at www.scoutsuite.com/terms-of-service.html.

Description of Scoutsuite Services

Scoutsuite, LLC (“we” or “us”) provides two types of Services:

“Subscription Services,” which are the series of proprietary computer software programs developed by us as delivered to you that facilitate and automate the process of building, maintaining, and managing survey panels for purposes of communicating with a group of people, via multiple channels over time (“Software”); products and related systems; security, updates and improvements thereto; and support services accessed by you using a web browser and the internet. Subscription Services are specified in a valid ordering document executed by you and Scoutsuite (an “Order”) and are purchased on an annual or multi-year basis as set forth in an Order; and

“Professional Services”, which are Services other than Subscription Services that we perform or provide, including the development and delivery of certain deliverables (“Deliverables”) specified in an Order. Professional Services are purchased on a project basis.

For purposes of these Terms, data includes all survey responses, reports, and any other information input or generated on your behalf in connection with the Services (“Data”).

Subject to your compliance with these Terms and your payment of any applicable fees, effective upon the execution of an applicable Order, Scoutsuite grants you a non-exclusive, non-transferable, royalty-free, revocable license to use the Services for your own internal business purposes.

Scoutsuite may make modifications to the Services at any time at its sole discretion.

Fees

You will pay us those fees and charges specified on the applicable Order. You are responsible for all applicable taxes on the fees and charges paid by you, including any and all sales, use, and value-added taxes, but not any taxes imposed on Scoutsuite’s income.

You are responsible for paying any fees you incur for exceeding limits on responses or users or otherwise on your account.

Your Data

You own all right, title, and interest in all Data. Except as provided in the following paragraph, all such Data are deemed Confidential Information (defined below) and will not be used by Scoutsuite for any purpose other than to perform its obligations under these Terms. You represent, warrant, and covenant that (i) you have obtained, or you will obtain, all consents necessary, and (ii) that you have appropriate legal basis under applicable data protection laws for using and processing the Data in accordance with these Terms.

You hereby grant to Scoutsuite a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (directly and indirectly), transferable, perpetual, and irrevocable license to anonymize and aggregate the Data and use such anonymized and aggregated data (“Usage Data”) for our business purposes. We will own all right, title, and interest in Usage Data. Usage Data will not include personally identifiable information and will only be used on an aggregated basis with similarly anonymized data of other Scoutsuite customers. Usage Data will not be considered your Confidential Information.

Use of the Services

The Services are designed to be used through a supported modern web browser and an internet connection.

You are responsible for controlling access to your account, which includes creating a strong password, protecting that password, and preventing unauthorized account usage.

You are responsible for creating backups of your Data.

If you use the Services to email third parties, you will ensure that the third parties have validly consented to receive communications from you or you have a valid legal basis for contacting such third parties.

Some Services may be subject to additional terms specific to those Services as set forth in our Service-Specific Terms, which are incorporated herein to the extent applicable.

Unacceptable Usage

You are solely responsible and liable for all Data and the manner in which you collect or distribute Data to third parties. We reserve the right to remove any Data from the Services that we determine is in violation of these Terms. If Data contains personal data, including special categories of personal data, or personal data related to criminal convictions and offenses related to EU citizens, you shall ensure that any such personal data is collected and processed in accordance with applicable data protection law, including the General Data Protection Regulation (“GDPR”).

We may suspend your account at any time without notice for conduct that violates these Terms.

Additionally, you will comply with the Acceptable Use Policy.

You must comply with all applicable laws, rules, regulations, and guidelines, including those governing privacy, data protection, and spam. Spam includes unsolicited mass email or other messages, promotions, advertising, or solicitations. You agree not to send email messages to any person that has opted out or otherwise objected to receiving messages from you or another sender on whose behalf you are acting. In plain words, you agree not to send spam.

If your use of the Services requires you to comply with specific regulations, you are solely responsible for such compliance, and you will not use the Services in a way that would subject us to those specific regulations without our prior written agreement.

You may not make the Services available to, or use the Services for the benefit of, anyone other than you or your users. User accounts cannot be shared by multiple individuals, and each individual should have their own user account to use the Services. A “user” means your employee or other personnel who have been issued an individual password or other secured means of accessing the Services on your behalf.

Scoutsuite Software

We and our licensors own all right, title, and interest in and to the Services as delivered, all related Software and technology, the Deliverables (which, for the avoidance of doubt, do not include Data), all of our content provided in connection with the Services, and any Service-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by you to Scoutsuite. Nothing contained on this Website or these Terms should be construed as granting any license or right to use any trademark without Scoutsuite’s prior written permission.

Support

Online support materials for the Subscription Services (“Online Information”) are included with the Subscription Services and are available at www.Scoutsuite.com/support. You will provide us with all information we reasonably request to enable us to verify and reproduce any errors you report. Certain of our employees may need to access Data to provide the Services. You hereby consent to such access to enable us to provide the Services. Such access may include downloading a copy of Data solely for as long is necessary and thereafter deleting such copy.

Confidential Information

Confidential Information” includes these Terms, Orders, other agreements between you and us, business and marketing plans and strategies, non-public business and technology information, trade secrets, Data, any written materials marked as confidential, and any other information, including visual and oral information, which reasonably should be understood to be confidential. Each of you and us will use commercially reasonable efforts, including appropriate technology and industry practices, to ensure the confidentiality, integrity, and security of all Confidential Information. We maintain a comprehensive privacy policy at www.Scoutsuite.com/privacy-statement.

The above confidentiality obligations do not apply to information that: (a) was rightfully in such recipient’s possession or known to such recipient prior to receipt of such information; (b) is, or has become, public knowledge through no fault of the recipient; (c) is rightfully obtained by the recipient from a third party, without breach of any confidentiality obligation; (d) is independently developed by employees or personnel of the recipient who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law, or valid court order (but only to the extent required to comply with such regulation, law, or order and, if permitted by applicable law, with advance notice to the discloser).

Indemnification

To the extent allowed by law, you agree to indemnify and hold us, and if applicable, our licensors and affiliates and each of their officers, directors, employees, and agents harmless against any and all claims and expenses, including reasonable attorneys’ fees, arising from the use of the Services. This indemnification expressly includes your responsibility for any and all liability arising from the violation or infringement of copyrights, trademarks, or other proprietary rights and from the use of any libelous or unlawful material contained within your Data.

Termination

We reserve the right to suspend or terminate your use of the Website and the Services at any time (including by terminating any outstanding Order), without notice, if you are found in violation of these Terms.

Following any termination, Scoutsuite will discontinue providing the Services, and you will cease using the Services. Within 30 days after the expiration or termination of each Order, you will pay to Scoutsuite all outstanding undisputed fees due and owing as of the effective date of termination.

Limitations of Warranties

ALL SERVICES PROVIDED BY US HEREUNDER ARE STRICTLY ON AN “AS IS” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND MERCHANTABILITY, AND WE DO NOT MAKE ANY WARRANTIES, REPRESENTATIONS, OR COVENANTS WITH RESPECT TO ANY THIRD-PARTY CONTENT, EXPRESS OR IMPLIED.

Limitation of Liability

WE DISCLAIM ANY LIABILITY FOR DAMAGES CAUSED BY OUR SERVICES OR THE CONTENTS OF THIS WEBSITE, UNLESS DUE SOLELY TO OUR INTENTIONAL WRONGDOING. OUR AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF, OR RELATED TO, THE SERVICES OR WEBSITE SHALL NOT EXCEED THE FEES YOU HAVE PAID US IN THE 12-MONTH PERIOD UNDER THE APPLICABLE ORDER IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. SCOUTSUITE SHALL ONLY BE RESPONSIBLE FOR DIRECT DAMAGES. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO, USE THIS WEBSITE OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.

Other Terms

Entire Agreement: These Terms and any other relevant terms in an Order or in Service-Specific Terms constitute the entire agreement and understanding between you and us. If there is a conflict or contradiction between the provisions of these Terms and any Order, the Order will prevail. Any other terms, conditions, or policies from any other agreements, such as purchase orders, written communications, click-throughs, or oral communications, are null and void.

Assignment: You are not permitted to sublicense the Services or assign the license to third parties without our prior written permission.

Choice of Law and Forum: These Terms and any Order will be governed by the laws of the State of Delaware and the United States without regard to conflicts of laws, provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be in the state and federal courts located in Philadelphia, PA, and both parties irrevocably consent to personal jurisdiction of such courts and waive all objections thereto.

Modifications to this Agreement: We may modify these Terms at any time by posting a revised version on this website (www.Scoutsuite.com/terms_of_service) or by sending a message to the email address associated with your account. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message, whichever is earlier. By continuing to use the Services after the effective date of any modifications to these Terms, you agree to be bound by the modified terms. It is your responsibility to check this website regularly for modifications to these Terms. We last modified the Terms on the date listed at the end of these Terms.

Severability: If any of these provisions is held invalid, illegal, or unenforceable, such provision will be modified, if possible, to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, then severed, and the remaining provisions will not be affected or impaired.

Waiver: Our failure to enforce strict performance of any provision hereof does not constitute a waiver of the right to subsequently enforce such provision.

Third Party Beneficiaries: Except for your indemnification obligations to the persons listed, these Terms create no rights for third-party beneficiaries.

Cumulative Remedies: Except as expressly set forth herein or in any Order, the rights and remedies provided hereunder are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law, in equity, or otherwise.

Construction: Unless the context requires otherwise, as used herein, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation,” (b) the word “or” is not exclusive, and (c) the words “herein,” “hereof,” “hereto,” and similar words refer to these Terms and any Orders entered into hereunder.

Export Controls and Economic Sanctions: You must comply with all applicable export laws and regulations, including the Export Administration Regulations (“EAR”) and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). You warrant that you will not use the Services or Software in connection with any person, including yourself, that is (1) located in a country or region that is subject to comprehensive U.S. economic sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine); or (2) a designated, denied, or otherwise restricted party, as specified under the laws and regulations identified above.

Disputes: Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and we each waive any right to a jury trial.

United States Federal Government Agency: If you are a United States federal government agency, your use of the Services is subject to this amendment.