The following are the terms and conditions for use of the Scout Labs service described herein (the “Service”). Please read them carefully. By clicking the “I Accept” button, completing the registration process and/or using the service, you agree that you (either an individual or a legal entity that you represent as an authorized employee or agent) (“You”) are eligible for an account and that you agree to abide by all of these terms and conditions of the Service (the “Terms of Service”). The Service is offered to you on the condition that you accept the Terms of Service without modification.

Scout Labs may revise these Terms of Service from time to time, including any of the policies which may be applicable to the use of the Services by posting such revisions at www.scoutlabs.com/terms or any such other URL that Scout Labs may provide. By continuing to use the Services after revisions are in effect, You agree to the revisions and agree to abide by them.

Scout Labs may offer new Services at a later date and such new services will be subject to these Terms of Service. By continuing to use these Services after the introduction of new Services, You agree to abide by the Terms of Service for the new Services.

“Content” includes, without limitation, any information or data, text, software, scripts, graphics, photos, and interactive features provided by Scout Labs through the Services.

EVALUATION PERIOD

By registering on the Site, Scout Labs will provide You with access to the Site as a beta user.
We welcome Your participation in Scout Labs private beta because that participation will make Scout Labs better for everyone, including you. Scout Labs will consider Your ideas and feedback and may review them for commercial and technical viability. Scout Labs will not be obligated to use or implement any particular ideas. You will not receive any financial, in-kind, or other compensation for Your participation in Scout Labs private beta.

The term of use will begin on the date of Your registration on the Site and continue for ninety (90) days, unless extended or sooner terminated. Either You or Scout Labs may terminate this Agreement at any time for any reason. Upon termination of this Agreement or the expiration of the Evaluation Period, all rights and benefits granted in this Agreement shall cease. Upon completion of the beta term, Scout Labs may offer You a full membership to the Site, which will be governed by the terms of a separate agreement.

MEMBER ACCOUNT, PASSWORD, AND SECURITY

To register for the Service, You must complete the registration process by providing Scout Labs with current, complete and accurate information including Your e-mail address (username) and password. You are solely responsible for the protection of your passwords and take full responsibility for Your own, and third party, use of Your accounts. You are solely responsible for any and all activities that occur under Your Account. You agree to notify Scout Labs immediately upon learning of any unauthorized use of Your Account or any other breach of security. From time to time, Scout Labs (or its wholly-owned subsidiaries’) support staff may log in to the Service under Your customer password in order to maintain or improve service, including to provide You with technical assistance. You hereby acknowledge and consent to such access.

USAGE RESTRICTIONS

You promise not to use the Site or Services for any purpose that is unlawful or prohibited by these Terms of Use. You agree to abide by all applicable local, state, national and international laws and regulations. You also agree not to either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any content (including text, communications, software, images, sounds, data or other information) using any communications service or other service available on or through the Services, that (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or which otherwise violates the Terms of Use; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (”spamming”); (iv) imposes an unreasonable or disproportionately (in the sole judgment of Scout Labs) large load on Scout Labs’ computing, storage or communications infrastructure, or attempts to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or otherwise; (v) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of Scout Labs or any third party; or (vi) impersonates any person or entity, including any employee or representative of Scout Labs.

You will also not use any robot, spider, scraper or other automated means to access the Services for any purpose. Additionally, you will not: (i) interfere or attempt to interfere with the proper working of the Site or Services or any activities conducted on the Site; or (ii) bypass any measures Scout Labs uses to prevent or restrict access to the Site or Services.

CONTENT

You agree that the Site and Services contains Content specifically provided by Scout Labs or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Scout Labs in writing, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Content.

Scout Labs may remove any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.

The Site or Services may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Scout Labs’ control, and you acknowledge that Scout Labs is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Scout Labs or any association with its operators. Any dealings that You have with third parties, merchants or advertisers found on the Site are between You and the third party, merchant or advertiser and you acknowledge and agree that Scout Labs is not liable for any loss or claim You may have against a third party, merchant or advertiser. In no event shall Scout Labs be liable to anyone for any damage arising from or caused, directly or indirectly, by the creation or use of a third party’s web site, or the information or material accessed through such web sites. You further acknowledge and agree that Scout Labs shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

PROVISION OF SERVICES

Scout Labs may terminate your access to all or any part of the Site and Services at any time, with or without cause, with or without notice, effective immediately.

Scout Labs will treat your personal information in accordance with its current Privacy Policy, subject to change from time to time, which is posted on the Site. You agree to the terms of the Privacy Policy, which describes Scout Labs’ use and disclosure of information about your account and your use of the Site or Services.

Scout Labs or its suppliers may, at any time, without notice or liability, restrict the use of the Site or Services or limit the availability in order to perform maintenance activities and to maintain session control.

Scout Labs automatically measures and monitors network performance. Scout Labs does not share information collected for the purpose of network or computer performance monitoring or for providing customized technical support outside of Scout Labs or its authorized vendors, contractors and agents.

WARRANTIES.

YOU ACKNOWLEDGE AND AGREE THAT THE SITE, CONTENT, AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, SCOUT LABS, ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AFFILIATES, AND THIRD PARTY LICENSORS AND SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS FOR THE SITE, CONTENT, AND SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SCOUT LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE. SCOUT LABS WILL NOT BE LIABLE FOR LOSS OF YOUR DATA.

LIMITATION OF LIABILITY.

IN NO EVENT SHALL SCOUT LABS (OR ITS OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, OR AFFILIATES) OR ITS THIRD PARTY LICENSORS, PROVIDERS OR SUPPLIERS, BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE, OR LOSS OF DATA, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION, THOSE ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR STRICT LIABILITY, EVEN IF SCOUT LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

THE REMEDIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. YOU MAY HAVE ADDITIONAL RIGHTS UNDER CERTAIN LAWS (SUCH AS CONSUMER LAWS), WHICH DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.

INDEMNIFICATION.

You agree to defend, indemnify and hold harmless Scout Labs from and against all liabilities, costs and expenses, including reasonable attorney’s fees, related to or arising from: (a) any violation of applicable laws, regulations or this Agreement by you; (b) the use of the Site or Services by you; (c) negligent acts, errors, or omissions by you; (d) injuries to or death of any person and for damages to or loss of any property, which may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the active negligence or willful misconduct of Scout Labs; or (e) third party claims for infringement of any intellectual property rights arising from your use of the Services or Site.

MISCELLANEOUS.

All obligations of the parties under this Agreement, which, by their nature, would continue beyond the termination, cancellation or expiration of this Agreement shall survive such termination, cancellation or expiration.

Scout Labs will not be liable for delays, damages or failures in performance due to causes beyond its reasonable control, including, but not limited to, acts of a governmental body, acts of God, acts of third parties, fires, floods, strikes or other labor-related disputes, of other things we do not control, or an inability to obtain necessary equipment or services.

You agree not to assign or otherwise transfer, this Agreement in whole or in part, and any attempt to do so shall be void. We may assign all or any part of this Agreement without notice and you agree to make all subsequent payments as directed.

You and Scout Labs agree that your use of the Services and this Agreement will be governed by the substantive laws of the state of California without reference to its principles of conflicts of laws. YOU AND SCOUT LABS CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION OF AND VENUE IN A COURT LOCATED IN SAN FRANCISCO, CALIFORNIA FOR ANY SUITS OR CAUSES OF ACTION CONNECTED IN ANY WAY, DIRECTLY OR INDIRECTLY, TO THE SUBJECT MATTER OF THIS AGREEMENT OR TO THE SERVICE. Except as otherwise required by law, including California laws relating to consumer transactions, any cause of action or claim you may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

Scout Labs’ failure at any time to insist upon strict compliance with any of the provisions of this Agreement in any instance shall not be construed to be a waiver of such terms in the future. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the unenforceable portion shall be construed as nearly as possible to reflect the original intentions of the parties.

This Agreement, including the Privacy Policy and all other policies posted on the Site, which are fully incorporated into this Agreement either by attachment or by reference, constitutes the entire agreement between you and Scout Labs with respect to the subject matter hereto and supersedes any and all prior or contemporaneous agreements whether written or oral. Any changes by you to this Agreement without Scout Labs’ written consent are void.